<PAGE>

                                                                     Exhibit 4.4

                                                             Draft: 9 March 2000


                        Series 2000-1G Medallion Trust
                           Class A-1 Note Trust Deed



                                     Date:



                     The Bank of New York, New York Branch

                            Class A-1 Note Trustee



                 Securitisation Advisory Services Pty. Limited

                                    Manager


                       Perpetual Trustee Company Limited

                                    Issuer



                                  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>

Trust Indenture Act - Cross Reference Table
This Cross Reference Table does not, for any purpose, form part of this Class A-
1 Note Trust Deed.  "N.A." means not applicable.


Trust Indenture Act Section               Clause Reference
310 (a) (1)                               5.3(h), 9.7, 14.2, 14.3, 14.4
    (a) (2)                               9.7
    (a) (3)                               13.2
    (a) (4)                               N.A.
    (a) (5)                               14.10
    (b)                                   9.7(c), 14.11
    (c)                                   N.A.
311 (a)                                   9.6
    (b)                                   9.6
    (c)                                   N.A.
312 (a)                                   4.2(a), 4.2(b)
    (b)                                   4.2(b)
    (c)                                   4.2(c)
313 (a)                                   16.1
    (b)(1)                                16.1
    (b)(2)                                16.1, 21.3
    (c)                                   16.1
    (d)                                   16.1
314 (a)(1)                                16.2(a)
    (a)(2)                                16.2(b)
    (a)(3)                                16.2(c)
    (a)(4)                                6.3(c)
    (b)                                   6.3(i)
    (c)                                   19.1(a)
    (d)                                   19.1(b)
    (e)                                   19.1(c)
    (f)                                   N.A.
315 (a)                                   9.2
    (b)                                   7.1(a)
    (c)                                   9.3
    (d)                                   9.5, 8.1(e)
    (e)                                   19.2
316 (a)(1)                                19.3(a)
    (a)(2)                                15.2(b)
    (b)                                   19.4
    (c)                                   21.4
317 (a)(1)                                7.3
    (a)(2)                                7.3
    (b)                                   6.3(j)
318 (a)                                   19.5
<PAGE>

                               TABLE OF CONTENTS

Clause  Page

  1.  DEFINITIONS AND INTERPRETATION                           1
  1.1 Definitions                                              1
  1.2 Series Supplement and Master Trust Deed Definitions      5
  1.3 Interpretation                                           5
  1.4 Issuer's capacity                                        8
  1.5 Benefit of Covenants under this Deed                     8
  1.6 Obligations Several                                      8
  1.7 Incorporated Definitions and other Provisions            8
  1.8 Interpretation of Provisions Incorporated from TIA       9

  2.  THE CLASS A-1 TRUST                                     10

  2.1 Appointment of Class A-1 Note Trustee                   10
  2.2 Declaration of Class A-1 Trust                          10
  2.3 Duration of Class A-1 Trust                             10
  2.4 Benefit of Class A-1 Trust                              10
  2.5 Interested Persons Bound                                10

  3.  AMOUNT, FORM AND ISSUE OF CLASS A-1 NOTES               10

  3.1 Aggregate Amount and Denomination                       10
  3.2 Description and Form of Class A-1 Notes                 11
  3.3 Initial Issue as Book-Entry Notes                       11
  3.4 Issue of Class A-1 Definitive Notes                     13
  3.5 Indemnity for Non-Issue of Class A-1 Definitive Notes   14

  4.  CLASS A-1 NOTE REGISTER                                 14

  4.1 Maintenance of Class A-1 Note Registrar                 14
  4.2 Provision of Class A-1 Noteholder Information           14
  4.3 Class A-1 Note Register Conclusive                      15

  5.  REPRESENTATIONS AND WARRANTIES                          15

  5.1 By the Issuer                                           15
  5.2 By the Manager                                          16
  5.3 By the Class A-1 Note Trustee                           17

  6.  COVENANTS BY ISSUER AND MANAGER                         18

  6.1 Covenant to Pay                                         18
  6.2 Covenant of Compliance                                  18
  6.3 Other Covenants                                         19

                                                                             (i)
<PAGE>

 6.4 Covenants between Issuer and Manager                                   21

 7.  ENFORCEMENT                                                            22

 7.1 Notice Following an Event of Default or Potential Event of Default     22
 7.2 Restrictions on Enforcement                                            23
 7.3 Class A-1 Note Trustee May Enforce                                     23
 7.4 Class A-1 Note Trustee Alone May Enforce                               24

 8.  CLASS A-1 NOTE TRUSTEE'S POWERS, PROTECTIONS ETC.                      24

 8.1 Class A-1 Note Trustee's Additional Powers, Protections, etc.          24
 8.2 Waivers                                                                31
 8.3 Class A-1 Note Trustee's Liability                                     32
 8.4 Dealings with Series Trust                                             32
 8.5 Delegation of Duties of Class A-1 Note Trustee                         33
 8.6 Related Body Corporate of the Class A-1 Note Trustee                   33

 9.  DUTIES OF THE CLASS A-1 NOTE TRUSTEE                                   33

 9.1 Class A-1 Note Trustee's General Duties                                33
 9.2 Duties of the Class A-1 Note Trustee prior to Event of Default         33
 9.3 Duties of the Class A-1 Note Trustee following an Event of Default     34
 9.4 Certain Limitations of Liability where Acting in Good Faith            34
 9.5 Class A-1 Note Trustee Not Relieved of Liability for Negligence etc.   34
 9.6 Preferred Collection of Claims Against Issuer                          34
 9.7 Compliance with Section 310 of TIA                                     34
 9.8 Voting at Meetings under Master Trust Deed or Security Trust Deed      35
 9.9 Transaction Documents                                                  35

10.  APPLICATION OF MONEYS                                                  35

10.1 Moneys Received                                                        35
10.2 Investment of Moneys Held                                              35

11.  CONTINUING SECURITY AND RELEASES                                       36

11.1 Trustee's Liability Not Affected                                       36
11.2 Waiver by Issuer                                                       36

12.  REMUNERATION AND EXPENSES OF CLASS A-1 NOTE
     TRUSTEE                                                                36

12.1 Payment of Fee                                                         37
12.2 Payment of Expenses                                                    37
12.3 Additional Duties                                                      37
12.4 Dispute as to Additional Duties                                        37
12.5 Currency and VAT                                                       38

                                                                            (ii)
<PAGE>

12.6 No Other Fees or Expenses                                              38
12.7 Issuer Personally Liable for Fees                                      38
12.8 Timing of Payments                                                     38
12.9 Non-Discharge                                                          38

13.  ADDITIONAL CLASS A-1 NOTE TRUSTEES                                     39

13.1 Appointment and Removal                                                39
13.2 Joint Exercise of Powers                                               39
13.3 Notice                                                                 40

14. RETIREMENT OR REMOVAL OF CLASS A-1 NOTE TRUSTEE                         40

14.1 Retirement of Class A-1 Note Trustee                                   40
14.2 Removal by Manager                                                     40
14.3 Class A-1 Note Trustee May Retire                                      41
14.4 Appointment of Substitute Class A-1 Note Trustee by Class A-1
     Noteholders                                                            41
14.5 Release of Class A-1 Note Trustee                                      41
14.6 Vesting of Class A-1 Trust Fund in Substitute Class A-1 Note Trustee   42
14.7 Substitute Class A-1 Note Trustee to Execute Deed                      42
14.8 Rating Agencies Advised                                                42
14.9 Retention of Lien                                                      42
14.10 Issuer and Manager Cannot be Appointed                                42
14.11 No Limitation of TIA                                                  42

15.  AMENDMENT                                                              43

15.1 Amendment by Class A-1 Note Trustee                                    43
15.2 Amendments Requiring Consent of all Class A-1 Noteholders              44
15.3 Compliance with TIA                                                    44
15.4 No Rating Agency Downgrade                                             44
15.5 Distribution of Amendments                                             44
15.6 Amendments Binding on Class A-1 Noteholders                            44

16.  REPORTS                                                                44

16.1 Reports by Class A-1 Note Trustee                                      44
16.2 Reports by Issuer                                                      45
16.3 Restricted Securities                                                  45

17.  CURRENCY INDEMNITY                                                     46

17.1 Improper currency receipts                                             46
17.2 Currency indemnity                                                     46
17.3 Failure to pay proper currency                                         47

18.  EXPENSES AND STAMP DUTIES                                              47


                                                                           (iii)
<PAGE>

18.1 Expenses                                                               47
18.2 Stamp Duties and other Taxes                                           47

19.  TRUST INDENTURE ACT                                                    48

19.1 Certificates and Opinions                                              48
19.2 Undertaking for Costs                                                  49
19.3 Exclusion of Section 316(a)(1)                                         49
19.4 Unconditional Rights of Class A Noteholders to Receive Principal And
     Interest                                                               49
19.5 Conflict with Trust Indenture Act                                      50

20.  GOVERNING LAW AND JURISDICTION                                         50

20.1 Governing Law                                                          50
20.2 Jurisdiction                                                           50

21 . NOTICES                                                                50

21.1 Method of Delivery                                                     50
21.2 Deemed Receipt                                                         51
21.3 Notices to Class A-1 Noteholders                                       51
21.4 Notices from Class A-1 Noteholders                                     51
21.5 Issuer and Manager                                                     52

22.  ISSUER'S LIMITED LIABILITY                                             53

22.1 Limitation on Issuer's Liability                                       53
22.2 Claims against Issuer                                                  53
22.3 Breach of Trust                                                        53
22.4 Acts or omissions                                                      53
22.5 No Authority                                                           53
22.6 No Obligation                                                          54

23.  MISCELLANEOUS                                                          54

23.1 Assignment by Issuer                                                   54
23.2 Assignment by Manager                                                  54
23.3 Assignment by Class A-1 Note Trustee                                   54
23.4 Certificate of Class A-1 Note Trustee                                  54
23.5 Continuing Obligation                                                  55
23.6 Settlement Conditional                                                 55
23.7 Interest on Judgment                                                   55
23.8 Severability of Provisions                                             55
23.9 Remedies Cumulative                                                    55
23.10 Waiver                                                                55
23.11 Written Waiver, Consent and Approval                                  56

                                                                            (iv)
<PAGE>

23.12 Time of Essence                                                       56
23.13 Moratorium Legislation                                                56
23.14 Binding on Each Signatory                                             56
23.15 Counterparts                                                          56

SCHEDULE 1 - FORM OF CLASS A-1 NOTE                                         58

SCHEDULE 2 - FORM OF CLASS A-1 NOTE CONDITIONS                              97


                                                                             (v)
<PAGE>

THIS CLASS A-1 NOTE TRUST DEED is made on                                  2000

BETWEEN    THE BANK OF NEW YORK, NEW YORK BRANCH, a New York banking corporation
           acting through its New York Branch at 101 Barclay Street, 21W, New
           York, New York, 10286 (hereinafter included in the expression the
           "Class A-1 Note Trustee")

AND        SECURITISATION 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 by incorporation 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 7, 39 Hunter Street, Sydney, Australia in its capacity as
           trustee of the Series Trust (as hereinafter defined) (hereinafter
           included in the expression the "Issuer")

RECITALS

A.     The Issuer is the trustee, and the Manager is the manager, of the Series
       Trust.

B.     The Issuer proposes to issue, at the direction of the Manager,
       securities, including the Class A-1 Notes to be constituted, issued and
       authenticated pursuant to this Deed.

C.     The Class A-1 Note Trustee has agreed to act as trustee for the benefit
       of the Class A-1 Noteholders on the terms of this Deed.

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


THIS DEED PROVIDES as follows:

 1.    DEFINITIONS AND INTERPRETATION

 1.1   Definitions

       In this Deed, unless the contrary intention appears:

       "Additional Note Trustee" means each person from time to time appointed
       under clause [ ] 13.1 to act as a co-trustee with the Class A-1 Note
       Trustee.

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

       "Authorised Officer" means:

       (a)    in relation to the Class A-1 Note Trustee, a responsible officer
              of the

                                                                               1
<PAGE>

              Corporate Trust Administration department of the Class A-1 Note
              Trustee;

       (b)    in relation to the Issuer, an Authorised Officer of the Issuer for
              the purposes of the Master Trust Deed; and

       (c)    in relation to the Manager, an Authorised Officer of the Manager
              for the purposes of the Master Trust Deed.

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

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

       "Charged Property" has the same meaning as in the Security Trust Deed.

       "Class A-1 Book-Entry Note" means a Class A-1 Note issued or to be
       issued, as the case may be, by the Issuer in accordance with clause
       [ ]3.3(a) to the Depository or its nominee or subsequently transferred
       to a replacement Depositary or its nominee.

       "Class A-1 Definitive Note" means a Class A-1 Note issued or to be
       issued, as the case may be, by the Issuer in accordance with clause
       [ ]3.4.

       "Class A-1 Note" means a debt security issued by the Issuer, in its
       capacity as trustee of the Series Trust, pursuant to the provisions of
       this Deed (whether as a Class A-1 Book-Entry Note or a Class A-1
       Definitive Note).

       "Class A-1 Note Owner" means, with respect to a Class A-1 Book-Entry
       Note, the person who is the beneficial owner of such Class A-1 Book-Entry
       Note, as reflected in the books of the Depository or in the books of a
       person maintaining an account with the Depository (directly as a Clearing
       Agency Participant or as an indirect participant, in each case in
       accordance with the rules of the Depository).

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

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

       "Class A-1 Note Trustee" means the Bank of New York, New York Branch or
       if the Bank of New York, New York Branch retires or is removed as Class
       A-1 Note Trustee, any then Substitute Class A-1 Note Trustee.

       "Class A-1 Noteholder" in relation to a Class A-1 Note at any given time
       means the person then appearing in the Class A-1 Note Register as the
       holder of the Class A-1 Note.

       "Clearing Agency Participant" means a broker, dealer, bank, other
       financial institution or other person for whom from time to time the
       Depository effects book-entry transfers and pledges of securities
       deposited with the Depository.

       "Class A-1 Trust" means the trust established under clause [ ]2.2 of this
       Deed.

                                                                               2
<PAGE>

       "Class A-1 Trust Fund" means:

       (a)    the Class A-1 Note Trustee's rights, remedies and powers under
              this Deed, the Security Trust Deed and each other Transaction
              Document to which the Class A-1 Note Trustee is expressed to be a
              party;

       (b)    the Class A-1 Note Trustee's right, title and interest as
              beneficiary of the Security Trust; and

       (c)    any other property and benefits which the Class A-1 Note Trustee
              holds on trust for the Class A-1 Noteholders under this Deed.

       "Commission" means the Securities and Exchange Commission of the United
       States of America, as from time to time constituted, created under the
       Exchange Act, or if at any time after the execution of this Deed that
       Commission is not existing and performing the duties now assigned to it
       under the TIA, then the body performing those duties.

       "Counsel's Opinion" means one or more written opinions of legal counsel
       (who may, except as otherwise expressly provided in this Deed, be
       employees or counsel of the Issuer or the Manager) acceptable to the
       Class A-1 Note Trustee which:

       (a) are addressed to the Class A-1 Note Trustee (and which may also be
           addressed to other persons);

       (b) are in a form satisfactory to, and are subject to such qualifications
           and assumptions as are acceptable to, the Class A-1 Note Trustee; and

       (c) comply, where applicable, with the TIA,

       and which state, in the opinion of the legal counsel, the matter to be
       opined upon.

       "DTC Letter of Representations"means the DTC Letter of Representations
       [dated on or about the date of this Deed] between the Issuer, the
       Principal Paying Agent and The Depository Trust Company, as the initial
       Depository, as amended from time to time.

       "Eligible Trust Corporation" means any person eligible for appointment as
       an institutional trustee under an indenture to be qualified pursuant to
       the TIA as prescribed in section 310(a) of the TIA.

       "Event of Default" has the meaning ascribed to that term in the Security
       Trust Deed.

       "Exchange Act" means the Securities Exchange Act of 1934 of the United
       States of America.

       "Interested Persons" means a collective reference to the Issuer, the
       Class A-1 Noteholders, the Class A-1 Note Owners, the Manager and all
       persons claiming through them and "Interested Person" means a several
       reference to all Interested Persons.

       "Issuer" 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

                                                                               3
<PAGE>

       Trust Deed), any then Substitute Trustee and includes the Manager when
       acting as the Trustee in accordance with the terms of the Master Trust
       Deed.

       "Majority" in relation to the Class A-1 Noteholders means Class A-1
       Noteholders holding Class A-1 Notes with an Invested Amount of greater
       than 50% of the aggregate Invested Amount of all the Class A-1 Notes.

       "Master Trust Deed" means the Master Trust Deed dated 8 October 1997 and
       made between the Issuer and the Manager, as amended from time to time.

       "Payment Modification" means any alteration, addition or revocation of
       any provision of this Deed, the Class A-1 Notes (including the Class A-1
       Note Conditions), the Master Trust Deed to the extent that it applies to
       the Series Trust, the Series Supplement or the Security Trust Deed which
       modifies:

       (a)    the amount, timing, place, currency or manner of payment of
              principal or interest in respect of the Class A-1 Notes including,
              without limitation, any modification to the Stated Amount,
              Invested Amount, interest rate or maturity date of the Class A-1
              Notes or to clause [ ]10 of the Series Supplement, conditions
              [ ]6.9 and 7.2 of the Class A-1 Note Conditions or clause [ ]13 of
              the Security Trust Deed or which would impair the rights of Class
              A-1 Noteholders to institute suit for enforcement of such payment
              on or after the due date for such payment;

       (b)    the definition of the term "Special Majority" in this clause
              [ ]1.1, clause [ ]21.4 of this Deed or the circumstances in which
              the consent or direction of a Special Majority of Class A-1
              Noteholders is required;

       (c)    clause [ ]6.1(a) of the Security Trust Deed; or

       (d)    the requirements for altering, adding to or revoking any provision
              of the Class A-1 Note Trust Deed or the Class A-1 Notes (including
              the Class A-1 Note Conditions).

       "Potential Event of Default" means any event which, with the giving of
       notice or the lapse of time or both, would constitute an Event of
       Default.

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

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

       "Series Supplement" means the Series Supplement dated [[ ]] between the
       Commonwealth Bank of Australia, ACN 123 123 124, the Manager and the
       Issuer.

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

       "Special Majority" in relation to the Class A-1 Noteholders means Class
       A-1 Noteholders holding Class A-1 Notes with an aggregate Invested Amount
       of no less
                                                                               4
<PAGE>

       than 75% of the aggregate Invested Amount of all the Class A-1
       Notes.

       "Statute" means any legislation now or hereafter in force of the
       Parliament of the Commonwealth of Australia or of any State or Territory
       thereof or of any legislative body of any other country or political
       subdivision thereof and any rule regulation ordinance by-law statutory
       instrument order or notice now or hereafter made under such legislation.

       "Substitute Class A-1 Note Trustee" means at any given time means the
       entity then appointed as Class A-1 Note Trustee under clause [ ]14.

       "TIA" means the Trust Indenture Act of 1939 of the United States of
       America as in force at the date of this Deed, or, if this Deed is first
       qualified under the Trust Indenture Act after the issue of Class A-1
       Notes, as in force at the date of such qualification.

       "UCC" means the Uniform Commercial Code of the State of New York.

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

1.2    Series Supplement and Master Trust Deed Definitions

       Subject to clause [ ]1.7, unless defined in this Deed, words and phrases
       defined in either or both of the Master Trust Deed and the Series
       Supplement have the same meaning in this Deed.  Where there is any
       inconsistency in a definition between this Deed (on the one hand) and the
       Master Trust Deed or the Series Supplement (on the other hand), this Deed
       prevails. Where there is any inconsistency in a definition between the
       Master Trust Deed and the Series Supplement, the Series Supplement
       prevails over the Master Trust Deed in respect of this Deed.  Subject to
       clause [ ]1.7, where words or phrases used but not defined in this Deed
       are defined in the Master Trust Deed in relation to a Series Trust (as
       defined in the Master Trust Deed) and/or an Other Trust such words or
       phrases are to be construed in this Deed, where necessary, as being used
       only in relation to the Series Trust (as defined in this Deed) and/or the
       CBA Trust (as defined in the Series Supplement), as the context requires.

 1.3   Interpretation

       In this Deed unless the contrary intention appears:

       (a)    the expression "person" includes an individual, a corporation and
              a Governmental Agency;

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

       (c)    the expression "power" in relation to a person includes all
              powers, authorities, rights, remedies, privileges and discretions
              conferred upon that person by the Transaction Documents, by any
              other

                                                                               5
<PAGE>

              deed, agreement, document, or instrument, by any Statute or
              otherwise by law;

       (d)    the expression "commencement of the enforcement of the Charge" has
              same meaning as in the Series Supplement;

       (e)    a reference to any person includes that person's executors,
              administrators, successors, substitutes and assigns, including any
              person taking by way of novation;

       (f)    subject to clause [ ]1.7, a reference to this Deed, the Master
              Trust Deed or to 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, varied or replaced from time to time;

       (g)    a reference to any Statute, other than the TIA, or to any section
              or provision of any Statute, other than any section or provision
              of the TIA, includes any statutory modification or re-enactment or
              any statutory provision substituted therefor and all ordinances,
              by-laws regulations and other statutory instruments issued
              thereunder;

       (h)    a reference to a Related Body Corporate includes a corporation
              which is or becomes a Related Body Corporate during the currency
              of this Deed;

       (i)    words importing the singular include the plural (and vice versa)
              and words denoting a given gender include all other genders;

       (j)    headings are for convenience only and do not affect the
              interpretation of this Deed;

       (k)    a reference to a clause is a reference to a clause of this Deed;

       (l)    a reference to a Schedule is a reference to a Schedule to this
              Deed;

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

       (n)    all accounting terms used in this Deed have the same meaning
              ascribed to those terms under accounting principles and practices
              generally accepted in Australia from time to time;

       (o)    a reference to a party is a reference to a party to this Deed;

       (p)    a reference to time is a reference to New York time;

                                                                               6
<PAGE>

       (q)    a reference to any thing is a reference to the whole and each part
              of it and a reference to a group of persons is a reference to all
              of them collectively, to any two or more of them collectively and
              to each of them individually;

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

       (s)    where any day on which a payment is due to be made or a thing is
              due to be done under this Deed is not a Business Day, that payment
              must be made or that thing must be done on the immediately
              succeeding Business Day;

       (t)    a reference to "wilful default" in relation to the Issuer, the
              Class A-1 Note Trustee or the Manager means, subject to clause
              [ ]1.3(u), any wilful failure to comply with, or wilful breach by,
              the Issuer, the Class A-1 Note Trustee or the Manager (as the case
              may be) 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:
                            (1)     the Issuer, the Class A-1 Note Trustee or
                                    the Manager (as the case may be); or
                            (2)     any other person in referred to in clause
                                    [ ]1.3(u) in relation to the Issuer, the
                                    Class A-1 Note Trustee or the Manager (as
                                    the case may be); and
                 (B) the performance of the action (the non-performance of which
                     gave rise to such breach) is a precondition to the Issuer,
                     the Class A-1 Note Trustee or the Manager (as the case may
                     be) performing the said obligation;
              (ii)   is in accordance with a lawful court order or direction or
                     required by law; or
              (iii)  is:
                     (A)    in accordance with any proper instruction or
                            direction of the Voting Secured Creditors given at a
                            meeting of Voting Secured Creditors convened
                            pursuant to the Security Trust Deed;
                     (B)    in accordance with any proper instruction or
                            direction of a Majority (or a Special Majority) of
                            the Class A-1 Noteholders given in accordance with
                            this Deed; or
                     (C)    in accordance with any proper instruction or
                            direction of the Investors given at a meeting
                            convened under the Master Trust Deed (as amended by
                            the Series Supplement);

       (u)    a reference to the "fraud", "negligence", "wilful default" or
              "breach of trust" of the Issuer, the Class A-1 Note Trustee or the
              Manager means the fraud, negligence, wilful default or breach of
              trust of the Issuer, the Class A-1 Note Trustee or the Manager (as
              the case may be) and of its officers,

                                                                               7
<PAGE>

              employees, agents and any other person where the Issuer, the Class
              A-1 Note Trustee or the Manager (as the case may be) is liable for
              the acts or omissions of such other person under the terms of any
              Transaction Document;

       (v)    subject to the mandatory provisions of the TIA and clause [ ]21.2,
              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) which have the 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, the Class A-1 Trust or this Deed, 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 an Event of Default, Potential Event of Default,
              Servicer Default, Perfection of Title Event, Trustee Default or
              Manager Default means notice, knowledge or awareness of the
              occurrence of the events or circumstances constituting an Event of
              Default, Potential Event of Default, Servicer Default, Perfection
              of Title Event, Trustee Default or Manager Default, as the case
              may be; and

       (w)    a reference to prospective liabilities includes, without
              limitation, the liabilities of the Issuer under the Transaction
              Documents.

 1.4   Issuer's capacity

       In this Deed, unless expressly specified otherwise:

       (a)    (References to Issuer): a reference to the Issuer is a reference
              to the Issuer in its capacity as trustee of the Series Trust only,
              and in no other capacity; and

       (b)    (References to Assets of Issuer): a reference to the undertaking,
              assets, business or money of the Issuer is a reference to the
              undertaking, assets, business or money of the Issuer in the
              capacity referred to in paragraph (a).

 1.5   Benefit of Covenants under this Deed

       Unless the context indicates a contrary intention, the Class A-1 Note
       Trustee holds the covenants, undertakings and other obligations and
       liabilities of the Issuer and the Manager under this Deed on trust for
       the benefit of the Class A-1 Noteholders on the terms and conditions of
       this Deed.

 1.6   Obligations Several

       The obligations of the parties under this Deed are several.

 1.7   Incorporated Definitions and other Provisions

                                                                               8
<PAGE>

       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, to
       that Transaction Document or to that provision (as the case may be) will
       be of no effect for the purposes of this Deed unless and until the
       amendment:

       (a)    (No Payment Modification):  if it does not effect a Payment
              Modification is either:

              (i)    if the Class A-1 Note Trustee is of the opinion that the
                     amendment will not be materially prejudicial to the
                     interests of the Class A-1 Noteholders, consented to by the
                     Class A-1 Note Trustee; or
              (ii)   otherwise, approved by a Special Majority of the Class A-1
                     Noteholders; or

       (b)    (Payment Modification):  if the amendment does effect a Payment
              Modification, is consented to by each Class A-1 Noteholder.

 1.8   Interpretation of Provisions Incorporated from TIA

       Where a provision of the TIA is incorporated into this Deed in accordance
       with the TIA (as described in clause [ ]19.5) the following terms used in
       that provision have the following meanings in this Deed:

       "Commission" has the meaning given to that term in clause [ ]1.1.

       "default" means an Event of Default.

       "indenture securities" means the Class A-1 Notes.

       "indenture security holder" means a Class A-1 Noteholder.

       "indenture to be qualified" means this Deed.

       "indenture trustee" or "institutional trustee" means the Class A-1 Note
       Trustee.

       "obligor upon the indenture securities" means the Issuer.

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

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

       (b)    (This Deed): a clause of this Deed that, on its face, appears to
              satisfy or reflect that mandatory provision of the TIA, will be
              construed and interpreted

                                                                               9
<PAGE>

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

 2.    THE CLASS A-1 TRUST

 2.1   Appointment of Class A-1 Note Trustee

       The Class A-1 Note Trustee is hereby appointed and agrees to act as
       trustee of the Class A-1 Trust (with effect from the constitution of the
       Class A-1 Trust) on the terms and conditions in this Deed.

2.2    Declaration of Class A-1 Trust

       The Class A-1 Note Trustee declares that it holds the Class A-1 Trust
       Fund on trust for those persons who are Class A-1 Noteholders from time
       to time.

 2.3   Duration of Class A-1 Trust

       The Class A-1 Trust commences on the date of this Deed and terminates on
       the first to occur of:

       (a)    (Redemption of Class A-1 Notes): the date 6 months after the Class
              A-1 Note Trustee has been satisfied that all moneys owing by the
              Issuer or the Manager in respect of or in relation to Class A-1
              Notes or this Deed have been duly paid;

       (b)    (Charge Release Date): the Charge Release Date; and

       (c)    (80th anniversary): the 80th anniversary of the date of this Deed.

 2.4   Benefit of Class A-1 Trust

       Each Class A-1 Noteholder is entitled to the benefit of the Class A-1
       Trust on the terms and conditions contained in this Deed.

 2.5   Interested Persons Bound

       The provisions of this Deed, the Class A-1 Notes (including the Class A-1
       Note Conditions), the Master Trust Deed, the Series Supplement and the
       Security Trust Deed are binding upon every Interested Person.

 3.    AMOUNT, FORM AND ISSUE OF CLASS A-1 NOTES

 3.1   Aggregate Amount and Denomination

       The Class A-1 Notes will be issued in an aggregate principal amount of
       $US[ ] and, in the case of the Class A-1 Definitive Notes, in minimum
       denominations of US$100,000 or integral multiples thereof.

                                                                              10
<PAGE>

 3.2   Description and Form of Class A-1 Notes

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

       (b)    (Signing of Class A-1 Notes):  Each Class A-1 Note must be signed
              by an Authorised Officer or other duly appointed representative of
              the Issuer on behalf of the Issuer.

       (c)    (Authentication of Class A-1 Notes): Each Class A-1 Note must be
              authenticated by an Authorised Officer or other duly appointed
              representative of the Class A-1 Note Trustee on behalf of the
              Class A-1 Note Trustee.  No Class A-1 Note will be valid for any
              purpose unless and until so authenticated.

       (d)    (Dating of Class A-1 Notes):  The Class A-1 Notes must be dated
              the date of their authentication.

 3.3   Initial Issue as Book-Entry Notes

       (a)    (Issue as Book-Entry Notes): The Class A-1 Notes will upon issue
              be represented by one or more book-entry notes initially
              registered in accordance with clause [ ]4 in the name of Cede &
              Co, as nominee of The Depositary Trust Company as the initial
              Depository.

       (b)    (Delivery of Class A-1 Book-Entry Notes):  The Issuer must on the
              date of this Deed deliver or procure the delivery of the Class A-1
              Book-Entry Notes to the Principal Paying Agent as agent for the
              Depository.

       (c)    (Rights Attaching to Class A-1 Book-Entry Notes):  A Class A-1
              Book-Entry Note executed and authenticated in accordance with
              clause [ ]3.2 will constitute binding and valid obligations of the
              Issuer.  Until a Class A-1 Book-Entry Note has been exchanged
              pursuant to this Deed, it shall in all respects be entitled to the
              same benefits as a Class A-1 Definitive Note except as
              specifically provided to the contrary in this Deed or the
              provisions of the Class A-1 Book-Entry Note.

       (d)    (Exchange etc.):  Subject to this Deed, the procedures relating to
              the exchange, authentication, delivery, surrender, cancellation,
              presentation, marking up or down of any of a Class A-1 Book-Entry
              Note and any other matters to be carried out by the relevant
              parties upon exchange of any Class A-1 Book-Entry Note will be
              made in accordance with the provisions of the Class A-1 Book-Entry
              Notes and the normal practice of the Depositary's nominee, the
              Class A-1 Note Registrar and the rules and procedures of the
              Depository from time to time.

                                                                              11
<PAGE>

       (e)    (Dealings with Depository):  Unless and until the Class A-1
              Definitive Notes have been issued to a Class A-1 Note Owner
              pursuant to clause [ ]3.4, the following provisions apply:

              (i)    the Issuer, the Manager, each Agent and the Class A-1 Note
                     Trustee will be entitled to deal with the Depository for
                     all purposes whatsoever (including the payment of principal
                     of and interest on the Class A-1 Notes and the giving of
                     instructions or directions under this Deed) as the absolute
                     holder of the Class A-1 Notes and none of the Issuer, the
                     Manager, any Agent or the Class A-1 Note Trustee will be
                     affected by notice to the contrary;
              (ii)   whenever a notice or other communication to the Class A-1
                     Noteholders is required under this Deed or any other
                     Transaction Document all such notices and communications
                     must be given to the Depository and are not required to be
                     given to the Class A-1 Note Owners;
              (iii)  the rights of Class A-1 Note Owners may be exercised only
                     through the Depository and are limited to those
                     established by law and agreements between such Class
                     A-1 Note Owners and the Depository and/or the
                     Clearing Agency Participants;


                                                                              12
<PAGE>

              (iv)   the Issuer, the Manager, each Agent and the Class A-1 Note
                     Trustee may conclusively rely upon any statement from the
                     Depository or any Clearing Agency Participant as to the
                     votes, instructions or directions it has received from
                     Class A-1 Note Owners and/or Clearing Agency Participants.

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

 3.4   Issue of Class A-1 Definitive Notes

       (a)    (Events Leading to Exchange): If:

              (i)    the Depository advises the Class A-1 Note Trustee in
                     writing that the Depository is no longer willing or able
                     properly to discharge its responsibilities with respect to
                     the Class A-1 Notes and the Manager is unable to locate a
                     qualified successor to act as Depository;
              (ii)   the Manager (at its option) advises the Issuer, the
                     Class A-1 Note Trustee and the Depository in writing that
                     Class A-1 Definitive Notes are to be issued in replacement
                     of the Class A-1 Book Entry Notes; or
              (iii)  an Event of Default has occurred and is subsisting and the
                     Class A-1 Note Owners representing beneficial interests
                     aggregating to at least a majority of the aggregate
                     Invested Amount of the Class A-1 Notes advise the Issuer
                     through the Depository in writing that the continuation of
                     a book entry system through the Depository is no longer in
                     the best interests of the Class A-1 Note Owners,

              then the Issuer, on the direction of the Manager, must within 30
              days of such event instruct the Depository to notify all of the
              appropriate Class A-1 Note Owners of the occurrence of any such
              event and of the availability of Class A-1 Definitive Notes to
              such Class A-1 Note Owners requesting the same. The Class A-1 Note
              Trustee must promptly advise the Issuer and the Manager upon the
              occurrence of an event referred to in clause [ ]3.4(a)(i) and the
              Issuer must promptly advise the Class A-1 Note Trustee and the
              Manager upon the occurrence of an event referred to in clause
              [ ]3.4(a)(iii).

       (b)    (Exchange for Class A-1 Definitive Notes): Upon the surrender of
              Class A-1 Book-Entry Notes to the Issuer by the Depository
              following an instruction of the Issuer pursuant to clause [
              ]3.4(a), and the delivery by the Depository of the relevant
              registration instructions to the Issuer, the Issuer must issue and
              execute and the Class A-1 Note Trustee must authenticate and
              deliver Class A-1 Definitive Notes of the same aggregate Invested
              Amount as those Class A-1 Book-Entry Notes, replacing those Class
              A-1 Book-Entry Notes, in

                                                                              13
<PAGE>

              accordance with clause [ ]3.2 and the instructions of the
              Depository. None of the Class A-1 Note Trustee, the Manager, the
              Issuer or any Agent will be liable for any delay in delivery of
              such instructions and each such person may conclusively rely on,
              and will be protected in relying on, such instructions.

       (c)    (No Other Entitlement):  No Class A-1 Note Owner will be entitled
              to receive a Class A-1 Definitive Note representing such Class A-1
              Note Owner's interest in a Class A-1 Note, except as provided in
              this clause [ ]3.4.

 3.5   Indemnity for Non-Issue of Class A-1 Definitive Notes

       If the Issuer is required to issue Class A-1 Definitive Notes following
       an event specified in clause [ ]3.4 but fails to do so within 30 days of
       delivery to the Issuer of the Class A-1 Book-Entry Notes in accordance
       with clause [ ]3.4 then the Issuer must, subject to clause [ ]22,
       indemnify the Class A-1 Note Trustee, the Class A-1 Noteholders and Class
       A-1 Note Owners, and keep them indemnified, against any loss or damage
       incurred by any of them if the amount received by the Class A-1 Note
       Trustee, the Class A-1 Noteholders or Class A-1 Note Owners,
       respectively, is less than the amount that would have been received had
       Class A-1 Definitive Notes been issued. If the Issuer breaches its
       obligations under clause rights they may have, the Class A-1 Note
       Trustee, the Class A-1 Noteholders and the Class A-1 Note Owners are
       entitled to sue the Issuer for specific performance, injunctive relief or
       other equitable relief to enforce the Issuer's obligations under clause
       [ ]3.4.

 4.    CLASS A-1 NOTE REGISTER

 4.1   Maintenance of Class A-1 Note Registrar

       The Issuer must procure that the Class A-1 Note Register is maintained,
       and that Class A-1 Notes are transferred, exchanged, replaced, redeemed
       and cancelled, all in accordance with the provisions of the Class A-1
       Notes (including the Class A-1 Note Conditions) and the Agency Agreement.
       If at any time for any reason there ceases to be a person performing the
       functions of the Class A-1 Note Registrar under the Agency Agreement, the
       Issuer must act as the Class A-1 Note Registrar and perform all of the
       obligations of the Class A-1 Note Registrar contained in the Agency
       Agreement.

 4.2   Provision of Class A-1 Noteholder Information

       (a)    (Provision of Information):  The Issuer must provide or procure
              the provision to the Class A-1 Note Trustee (if the Class A-1 Note
              Trustee is not the Class A-1 Note Registrar) at intervals of not
              more than 6 months (commencing as from the Closing Date), and at
              such other times as the Class A-1 Note Trustee may request in
              writing, all information in the possession or control of the Class
              A-1 Note Registrar as to the names and addresses of the Class A-1
              Noteholders, provided that the Issuer will not have any
              obligations pursuant to this clause [ ]4.2(a) while the Class A-1
              Notes are all
                                                                              14
<PAGE>

              Class A-1 Book-Entry Notes.

       (b)    (Class A-1 Note Trustee's Obligations): The Class A-1 Note Trustee
              must preserve, in as current form as is reasonably practicable,
              the names and addresses of the Class A-1 Noteholders provided to
              it pursuant to clause [ ]4.2(a) or otherwise received by it in any
              capacity and must comply with its obligations pursuant to section
              312(b) of the TIA.

       (c)   (Protection):  The Issuer, the Class A-1 Note Trustee and the
              Class A-1 Note Registrar will have the protection of section
              .312(c) of the TIA in relation to the disclosure of information in
              accordance with this clause .4.2.

 4.3   Class A-1 Note Register Conclusive

       A Class A-1 Note is not a certificate of title and the Class A-1 Note
       Register is the only conclusive evidence of title to Class A-1 Notes.

 5.    REPRESENTATIONS AND WARRANTIES

 5.1   By the Issuer

       The Issuer represents and warrants to the Class A-1 Note Trustee that:

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

       (b)    (Constitution): the execution delivery and performance of this
              Deed does not violate its constitution;

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

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

       (e)    (Legally binding obligation): its obligations under this Deed are
              valid, legally binding and enforceable obligations in accordance
              with the terms of this Deed except as such enforceability may be
              limited by any applicable bankruptcy, insolvency, reorganisation,
              moratorium or trust or general principles of equity or other
              similar laws affecting creditors' rights generally;

       (f)    (Execution, delivery and performance): its execution, delivery and
              performance of this Deed does not violate any existing law or
              regulation in
                                                                              15
<PAGE>

              any applicable jurisdiction or any document or agreement to which
              it is a party or which is binding upon it or any of its assets;

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

       (h)    (Series Trust validly created): the Series Trust has been validly
              created and is in existence at the date of this Deed;

       (i)    (Sole Trustee): it has been validly appointed as trustee of the
              Series Trust and is presently the sole trustee of the Series
              Trust;

       (j)    (Master Trust Deed and the Series Supplement): the Series Trust is
              solely constituted by the Master Trust Deed and the Series
              Supplement;

       (k)    (No proceedings to remove): it has received no notice and to its
              knowledge no resolution has been passed or direction or notice has
              been given, removing it as trustee of the Series Trust; and

       (l)    (No breach): it is not in breach of any material provision of the
              Master Trust Deed or the Series Supplement.

 5.2   By the Manager

       The Manager represents and warrants to the Class A-1 Note Trustee that:

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

       (b)    (Constitution): its execution, delivery and performance of this
              Deed does not violate its constitution;

       (c)    (Corporate power): it has the power and has taken all corporate
              and other action required to enter into this Deed and to authorise
              the execution and delivery of this Deed and the performance of its
              obligations under this Deed;
       (d)    (Filings): it has filed all corporate notices and effected all
              registrations with the Australian Securities and Investments
              Commission, the Commission or similar office in its jurisdiction
              of incorporation and in any other jurisdiction as required by law
              and all such filings and registrations are current, complete and
              accurate;

       (e)    (Legally binding obligation): its obligations under this Deed are
              valid, legally binding and enforceable obligations in accordance
              with the terms of this Deed except as such enforceability may be
              limited by any applicable bankruptcy, insolvency, re-organisation,
              moratorium or trust or general principles of equity or other
              similar laws affecting creditors' rights generally;
                                                                              16
<PAGE>

       (f)    (Execution, delivery and performance): its execution, delivery and
              performance of this Deed does not violate any existing law or
              regulation in any applicable jurisdiction or any document or
              agreement to which it is a party or which is binding upon it or
              any of its assets;

       (g)    (Authorisation): all consents, licences, approvals and
              authorisations of every Governmental Agency required to be
              obtained by the Manager in connection with the execution, delivery
              and performance of this Deed have been obtained and are valid and
              subsisting;

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

       (i)    (Compliance with TIA): this Deed has been duly qualified under the
              TIA.

 5.3   By the Class A-1 Note Trustee

       The Class A-1 Note Trustee represents and warrants to the Issuer and the
       Manager that:

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

       (b)    (Constitution): its execution, delivery and performance of this
              Deed does not violate its constitution;

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

       (d)    (Filings): it has filed all corporate notices and effected all
              registrations with the Commission or similar office in its
              jurisdiction of incorporation and in any other jurisdiction as
              required by law and all such filings and registrations are
              current, complete and accurate;

       (e)    (Legally binding obligation): its obligations under this Deed are
              valid, legally binding and enforceable obligations in accordance
              with the terms of this Deed except as such enforceability may be
              limited by any applicable bankruptcy, insolvency, re-organisation,
              moratorium or trust or general principles of equity or other
              similar laws affecting creditors' rights generally;

       (f)    (Execution, delivery and performance): its execution, delivery and
              performance of this Deed does not violate any existing law or
              regulation in any applicable jurisdiction or any document or
              agreement to which it is a party or which is binding upon it or
              any of its assets;

       (g)    (Authorisation): all consents, licences, approvals, authorisations
              of and

                                                                              17
<PAGE>

              filings with every Governmental Agency required to be obtained or
              made by the Class A-1 Note Trustee in connection with the
              execution, delivery and performance of this Deed have been
              obtained or made and are valid and subsisting;

       (h)    (Eligible Trust Corporation): it is an Eligible Trust Corporation;

       (i)    (No Insolvency Event): no Insolvency Event has occurred and is
              continuing in relation to the Class A-1 Note Trustee; and

       (j)    (No Litigation): no litigation, arbitration, dispute or
              administrative proceeding has been commenced or is pending or, to
              the knowledge of the Class A-1 Note Trustee, threatened by any
              person which will, or is likely to, have a material and adverse
              affect on the ability of the Class A-1 Note Trustee to perform its
              obligations under this Deed.

 6.    COVENANTS BY ISSUER AND MANAGER

 6.1   Covenant to Pay

       (a)    (Covenant to Pay):  Subject to and in accordance with the
              provisions of this Deed, the Series Supplement and the Class A-1
              Notes (including, without limitation, clauses [ ]6.1(b) and 22 and
              Condition [ ]12 of the Class A-1 Note Conditions), the Issuer
              covenants in favour of the Class A-1 Note Trustee that it will
              duly and punctually repay the principal of and pay interest and
              all other amounts owing in relation to the Class A-1 Notes to, or
              to the order of, the Class A-1 Note Trustee in immediately
              available funds in US Dollars as and when the same fall due for
              repayment or payment.

       (b)    (Satisfaction of Covenant):  Subject to clause [ ]6.1(b) of the
              Agency Agreement, every payment by or at the direction of the
              Issuer to the Principal Paying Agent or the Currency Swap Provider
              made in accordance with the Agency Agreement on account of an
              amount owing in relation to the Class A-1 Notes will operate as
              payment by the Issuer to the Class A-1 Note Trustee in
              satisfaction of the Issuer's obligations under clause [ ]6.1(a).

 6.2   Covenant of Compliance

       (a)    (Class A-1 Notes):  The Issuer and the Manager each severally
              covenants in favour of the Class A-1 Note Trustee that it will
              comply with all of its obligations under the Class A-1 Notes (as
              if the provisions of the Class A-1 Notes, including the Class A-1
              Note Conditions, were set out in full in this Deed).

       (b)    (Transaction Documents):  The Issuer and the Manager each
              severally covenants in favour of the Class A-1 Note Trustee that
              it will:

              (i)    comply with, perform and observe all of its material
                     obligations under all the other Transaction Documents to
                     which it is a party;
                                                                              18
<PAGE>

                    and
              (ii)  use reasonable endeavours to procure that each other party
                    to a Transaction Document (other than the Class A-1 Note
                    Trustee) to which it is a party complies with its material
                    obligations under that Transaction Document.

 6.3   Other Covenants

       The Issuer and the Manager each severally covenants in favour of the
       Class A-1 Note Trustee that so long as any Class A-1 Notes remain
       outstanding, and unless the Class A-1 Note Trustee agrees otherwise in
       accordance with this Deed, it will:

       (a)    (Assistance to Class A-1 Note Trustee): provide to the Class A-1
              Note Trustee, as the Class A-1 Note Trustee may reasonably require
              to enable the Class A-1 Note Trustee to perform its duties and
              functions under this Deed, such information, copies of any
              accounting records and other documents, statements and reports
              required to be maintained by, or that are otherwise in the
              possession of, the Issuer or the Manager, as the case may be, or
              which it is entitled to obtain from any person and execute such
              documents and do such things, which the Issuer has the power to do
              under the Master Trust Deed and Series Supplement, as may be
              necessary, in the reasonable opinion of the Class A-1 Note
              Trustee, to give effect to this Deed or any other Transaction
              Document to which the Class A-1 Note Trustee is a party;

       (b)    (Notify Events of Default etc.): promptly notify the Class A-1
              Note Trustee upon becoming aware of the occurrence of an Event of
              Default, Potential Event of Default, Servicer Default, Perfection
              of Title Event, Trustee Default, Manager Default or Potential
              Termination Event and provide the Class A-1 Note Trustee with
              details of such occurrence;

       (c)    (Certificate as to Compliance):  provide to the Class A-1 Note
              Trustee within 120 days after the end of each fiscal year of the
              Series Trust (commencing on the fiscal year ending on June 2000):

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

              (ii)   a certificate (which may be part of the certificate
                     referred to in clause [ ]6.3(c)(i)) from an Authorised
                     Officer of the Issuer and from an Authorised Officer of the
                     Manager, as the case may be, stating whether to the best of
                     his or her knowledge in the period since the date of
                     execution of this Deed (in the case of the first

                                                                              19
<PAGE>

                     such certificate) based on a review of the activities
                     referred to in clause [ ]6.3(c)(i) or since the provision
                     of the most recent certificate under this clause [
                     ]6.3(c)(ii) (in the case of any other such certificate), an
                     Event of Default, Potential Event of Default, Perfection of
                     Title Event, Servicer Default, Manager Default or Trustee
                     Default has occurred and, if any such event has occurred,
                     giving reasonable details of that event;

       (d)    (Listing):  in the case of the Manager only, procure that the
              Class A-1 Notes are listed on the London Stock Exchange upon issue
              and use reasonable endeavours to maintain that listing (including
              by using reasonable endeavours to ensure compliance by the Issuer
              with the continuing obligations of the Issuer by virtue of the
              listing of the Class A-1 Notes on the London Stock Exchange)
              provided that if having used reasonable endeavours it is unable to
              maintain such listing, or if the maintenance of such listing is
              unduly onerous, it must:

              (i)    use reasonable endeavours to obtain and maintain a
                     quotation or listing on another stock exchange or
                     securities market (as nominated by the Manager with the
                     prior written approval of the Class A-1 Note Trustee, which
                     approval must not be unreasonably withheld or delayed, or
                     if the Manager fails to make such a nomination, as
                     nominated by the Class A-1 Note Trustee) in lieu of the
                     London Stock Exchange; and
              (ii)   effect such amendments to this Deed, in accordance with
                     clause [ ]15, as are necessary, or as the Class A-1 Note
                     Trustee may reasonably require, in order to comply with the
                     requirements of any such stock exchange or securities
                     market;

       (e)    (Furnish Information to Exchange):  in the case of the Manager
              only, without limiting clause [ ]6.3(d), provide or procure that
              there is provided to any stock exchange or securities market upon
              which the Class A-1 Notes are listed or quoted all information
              required to be so provided as a requirement of such listing or
              quotation;

       (f)    (Copy Notices to Class A-1 Noteholders):  provide, or procure that
              there is provided, to the Class A-1 Note Trustee:

              (i)    a copy of each notice given to Class A-1 Noteholders by the
                     Issuer (at the same time as such notice is given); and
              (ii)   in the case of the Manager only, a copy of each document
                     provided to any stock exchange or securities market
                     pursuant to clause  [ ]6.3(e);

       (g)    (Auditor's Report): in the case of the Manager only, provide, or
              procure that there is provided, to the Class A-1 Note Trustee,
              within 10 Business Days of the date of its issue, a copy of each
              report issued by the Auditor pursuant to clauses [ ]21.9 and 22.3
              of the Master Trust Deed;
                                                                              20
<PAGE>

       (h)    (Access to Records):  allow the Class A-1 Note Trustee, and any
              person appointed by the Class A-1 Note Trustee to whom it has no
              reasonable objection, access at all times during normal business
              hours, upon reasonable notice, to the accounting records of the
              Series Trust held by it or in its control;

       (i)    (Opinion as to Filing):  procure that there is provided to the
              Class A-1 Note Trustee in accordance with section 314(b) of the
              TIA:

              (i)    on the Closing Date, Counsel's Opinion either stating that
                     the Security Trust Deed has been properly recorded and
                     filed so as to make effective the Security Interest
                     intended to be created by the Security Trust Deed, and
                     reciting the details of such action, or stating that no
                     such action is necessary to make such Security Interest
                     effective; and
              (ii)   within 120 days after the end of each fiscal year of the
                     Series Trust (commencing on the fiscal year ending in June
                     2000), Counsel's Opinion either stating that such action
                     has been taken with respect to the recording, filing, re-
                     recording and re-filing of the Security Trust Deed as is
                     necessary to maintain the Security Interest created by the
                     Security Trust Deed and reciting the details of such action
                     or stating that no such action is necessary to maintain
                     such Security Interest;

       (j)    (Change of Manager): in the case of the Issuer only, promptly
              notify the Class A-1 Note Trustee of any retirement or replacement
              of the Manager pursuant to clause 20 of the Master Trust Deed and
              of the appointment of a Substitute Manager;

       (k)    (Transaction Documents): in the case of the Manager only, provide
              to the Class A-1 Note Trustee, on or prior to the Issue Date in
              respect of the Class A-1 Notes, one copy of each Transaction
              Document as at that Issue Date (other than any Transaction
              Document to which the Class A-1 Note Trustee is a party) and
              provide to the Class A-1 Note Trustee a copy of each Transaction
              Document executed after the Issue Date (other than any Transaction
              Document to which the Class A-1 Note Trustee is a party) promptly
              after its execution; and

       (l)    (Paying Agents Trust): ensure that each Paying Agent agrees, as a
              term of its appointment, to hold in trust for the benefit of Class
              A-1 Noteholders or the Class A-1 Note Trustee all sums held by
              such Paying Agent for the payment of the principal of or interest
              on the Class A-1 Notes and to promptly give to the Class A-1 Note
              Trustee notice of any default by the Issuer (without regard to any
              grace period) in the making of any such payment.

 6.4   Covenants between Issuer and Manager

       (a)    (Obligations of Manager):  Without limiting any other obligations
              of the

                                                                              21
<PAGE>

              Manager pursuant to any Transaction Document, the Manager
              covenants in favour of the Issuer to prepare and submit to the
              Issuer all documents required to be filed with or submitted to the
              Commission or the London Stock Exchange by the Issuer in relation
              to the Class A-1 Notes, the Series Trust or this Deed at least,
              where possible, 5 Business Days before such filing or submission
              is required and to take such other actions as may reasonably be
              taken by the Manager to perform or ensure the performance by the
              Issuer of its obligations under the TIA, the Exchange Act or the
              listing rules of the London Stock Exchange in relation to the
              Class A-1 Notes, the Series Trust or this Deed. No breach by the
              Issuer of any obligation under the TIA, the Exchange Act, the
              listing rules of the London Stock Exchange or this Deed will be
              considered to be fraudulent, negligent or wilful default for the
              purposes of clause [ ]22.3 to the extent that it results from a
              breach by the Manager of this clause [ ]6.4(a).

       (b)    (Obligation of Issuer):  Subject to compliance by the Manager with
              clause [ ]6.4(a), the Issuer covenants in favour of the Manager to
              sign all documents and do all things reasonably requested by the
              Manager in relation to the compliance by the Issuer or the Manager
              of its obligations under the TIA, the Exchange Act or the listing
              rules of the London Stock Exchange in relation to the Class A-1
              Notes, the Series Trust or this Deed.

 7.    ENFORCEMENT

 7.1   Notice Following an Event of Default or Potential Event of Default

       If an Event of Default or Potential Event of Default has occurred and is
       known to the Class A-1 Note Trustee, the Class A-1 Note Trustee must:

       (a)    (Notify Class A-1 Noteholders): notify each Class A-1 Noteholder
              and such other persons as are specified in Section 313(c) of the
              TIA of the Event of Default or Potential Event of Default, as the
              case may be, within 10 days, or such shorter period as may be
              required by the rules of any stock exchange on which the Class A-1
              Notes are listed, after becoming aware of the Event of Default, or
              Potential Event of Default provided that except in the case of a
              default in payment of principal or interest on any Class A-1 Note,
              the Class A-1 Note Trustee may withhold such notice if and so long
              as the board of directors, the executive committee or a trust
              committee of its directors and/or Authorised Officers in good
              faith determine that withholding the notice is in the interest of
              Class A-1 Noteholders;

       (b)    (Determine Whether to Seek Directions):  if a meeting of Voting
              Secured Creditors is to be held under the Security Trust Deed,
              determine whether it proposes to seek directions from Class A-1
              Noteholders as to how to vote at that meeting and, if so, whether
              it proposes to instruct the Security Trustee to delay the holding
              of that meeting while it obtains such directions from the Class A-
              1 Noteholders; and

       (c)    (Vote at Meeting of Secured Creditors): subject to clause [ ]7.2,
              vote at any

                                                                              22
<PAGE>

              meeting of Voting Secured Creditors held under the Security Trust
              Deed in accordance with clause [ ]9.8.

 7.2   Restrictions on Enforcement

       (a)    (Class A-1 Notes Outstanding): If any of the Class A-1 Notes
              remain outstanding and are due and payable otherwise than by
              reason of a default in payment of any amount due on the Class A-1
              Notes, the Class A-1 Note Trustee must not vote at a meeting of
              Voting Secured Creditors under the Security Trust Deed, or
              otherwise direct the Security Trustee, to dispose of the Charged
              Property unless:

              (i)    a sufficient amount would be realised to discharge in full
                     all amounts owing to the Class A-1 Noteholders in respect
                     of the Class A-1 Notes and any other amounts owing by the
                     Issuer to any other person ranking in priority to or
                     equally with the Class A-1 Notes;
              (ii)   the Class A-1 Note Trustee is of the opinion, reached after
                     considering at any time and from time to time the advice of
                     an investment bank or other financial adviser selected by
                     the Class A-1 Note Trustee, that the cash flow receivable
                     by the Issuer (or the Security Trustee under the Security
                     Trust Deed) will not (or that there is a significant risk
                     that it will not) be sufficient, having regard to any other
                     relevant actual, contingent or prospective liabilities of
                     the Issuer, to discharge in full in due course all the
                     amounts referred to in clause [ ]7.2(a)(i); or
              (iii)  the Class A-1 Note Trustee is so directed by a Special
                     Majority of Class A-1 Noteholders.

       (b)    (Liability for Enforcement): Subject to clauses [ ]8.3, 9.3 and
              9.5 and the mandatory provisions of the TIA, the Class A-1 Note
              Trustee will not be liable for any decline in the value, nor any
              loss realised upon any sale or other dispositions made under the
              Security Trust Deed, of any Charged Property. Without limiting the
              foregoing, the Class A-1 Note Trustee will not be liable for any
              such decline or loss directly or indirectly arising from its
              acting, or failing to act, as a consequence of an opinion reached
              by it in good faith based on advice received by it in accordance
              with clause [ ]7.2(a).

 7.3   Class A-1 Note Trustee May Enforce

       The Class A-1 Note Trustee has the power, subject to clause .22:

       (a)    (Enforce Following Default): in the event of a default in
              repayment of the principal or payment of interest by the Issuer in
              respect of any Class A-1 Note when and as the same shall become
              due and payable, which default has continued for a period of 10
              days, to recover judgment, in its own name and as trustee of the
              Class A-1 Trust, against the Issuer upon the Class A-1 Notes for
              the whole amount of such principal and interest remaining unpaid;
              and

                                                                              23
<PAGE>

       (b)    (File Proofs): to file such proofs of claim and other payments or
              documents as may be necessary or advisable in order to have the
              claims of the Class A-1 Note Trustee and the Class A-1 Noteholders
              allowed in any judicial proceedings in relation to the Issuer upon
              the Class A-1 Notes, the Creditors in relation to the Series Trust
              or the Assets of the Series Trust;

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

       (d)    (Enforce Rights): if an Event of Default occurs and is subsisting,
              to proceed to protect and enforce its rights and the rights of the
              Class A-1 Noteholders by such appropriate judicial proceedings as
              the Class A-1 Note Trustee deems most effectual to protect and
              enforce any such rights, whether for the performance of any
              provision of this Deed or in aid of the exercise of any power
              under this Deed or to enforce any other proper remedy,

       but nothing in this clause .7.3 is to be construed as requiring the Class
       A-1 Note Trustee to take any such action unless it has been directed to
       do so by a Special Majority of the Class A-1 Noteholders and has been
       indemnified or put in funds to its satisfaction by the Class A-1
       Noteholders against any liability that it may incur as a result of taking
       such action.  If the Class A-1 Note Trustee takes any action to enforce
       any of the provisions of the Class A-1 Notes proof that as regards any
       Class A-1 Note the Issuer has not paid any principal or interest due in
       respect of that Class A-1 Note will (unless the contrary is proved) be
       sufficient evidence that the Issuer has not paid that principal or
       interest on all other Class A-1 Notes in respect of which the relevant
       payment is then due.

 7.4   Class A-1 Note Trustee Alone May Enforce

       Subject to clause [ ]19.4 and the mandatory provisions of the TIA, only
       the Class A-1 Note Trustee may enforce, or direct the Security Trustee to
       enforce, the obligations of the Issuer or the Manager to the Class A-1
       Noteholders under the Class A-1 Notes, this Deed or any other Transaction
       Document. No Class A-1 Noteholder is entitled to proceed directly against
       the Issuer or the Manager in respect of the Class A-1 Notes, this Deed or
       any other Transaction Document.

 8.    CLASS A-1 NOTE TRUSTEE'S POWERS, PROTECTIONS ETC.

 8.1   Class A-1 Note Trustee's Additional Powers, Protections, etc.

       By way of supplement to any Statute regulating the Class A-1 Trust and in
       addition to the powers, rights and protections which may from time to
       time be vested in or available to the Class A-1 Note Trustee by the
       general law it is expressly declared, notwithstanding anything to the
       contrary in this Deed (subject only to clauses [ ]8.3, 9.3 and 9.5 and
       the mandatory provisions of the TIA) as follows.

       (a)    (Liability to account): The Class A-1 Note Trustee is under no
              obligation to account to any Interested Person for any moneys
              received pursuant to this
                                                                              24
<PAGE>

              Deed or any other Transaction Document other than those received
              by the Class A-1 Note Trustee from the Issuer or received or
              recovered by the Class A-1 Note Trustee under this Deed or any
              other Transaction Document, subject always to such deductions and
              withholdings by the Class A-1 Note Trustee as are authorised by
              this Deed. Obligations of the Class A-1 Note Trustee to any
              Interested Person or any other person under or in connection with
              this Deed can only be enforced against the Class A-1 Note Trustee
              to the extent to which they can be satisfied out of such moneys in
              accordance with this Deed.

       (b)    (Class A-1 Notes):  The Class A-1 Note Trustee is not responsible
              for the receipt or application of the proceeds of issue of any of
              the Class A-1 Notes or (except when acting as Class A-1 Note
              Registrar and to the extent specifically provided in this Deed or
              the Agency Agreement) for the exchange, transfer or cancellation
              of any Class A-1 Note.

       (c)    (Act on professional advice): Subject to clause [ ]9.2(b), the
              Class A-1 Note Trustee may act on the opinion or advice of, or
              information obtained from, any lawyer, valuer, banker, broker,
              accountant or other expert appointed by the Class A-1 Note
              Trustee, or by a person other than Class A-1 Note Trustee, where
              that opinion, advice or information is addressed to the Class A-1
              Note Trustee or by its terms is expressed to be capable of being
              relied upon by the Class A-1 Note Trustee. Subject to clause
              [ ]9.2(b), the Class A-1 Note Trustee will not be responsible to
              any Interested Person for any loss occasioned by so acting and in
              reliance on such advice. Any such opinion, advice or information
              may be sent or obtained by letter, telex or facsimile transmission
              and the Class A-1 Note Trustee will not be liable to any
              Interested Person for acting on any opinion, advice or information
              conforming with any applicable requirements of this Deed or the
              TIA and purporting to be conveyed by such means even though it
              contains some error which is not a manifest error or is not
              authentic.

       (d)    (No enquiry): Unless specifically required under this Deed, the
              Class A-1 Note Trustee is not bound to give notice to any person
              of the execution of this Deed or to take any steps to ascertain
              whether there has occurred any Event of Default, Potential Event
              of Default, Perfection of Title Event, Servicer Default, Manager
              Default or Trustee Default or event which, with the giving of
              notice or the lapse of time would constitute a Perfection of Title
              Event, Servicer Default, Manager Default or Trustee Default or to
              keep itself informed about the circumstances of the Issuer or the
              Manager and, until it has actual knowledge or express notice to
              the contrary, the Class A-1 Note Trustee may assume that no Event
              of Default, Potential Event of Default, Perfection of Title Event,
              Servicer Default, Manager Default or Trustee Default has occurred
              and that the Issuer, the Manager and each other party to the
              Transaction Documents (other than the Class A-1 Note Trustee) are
              observing and performing all the obligations on their part
              contained in the Transaction Documents and need not inquire
              whether that is, in fact, the case (but nothing in this clause
              [ ]8.1(d) is to be construed as limiting the Class A-1 Note
              Trustee's right to make such inquiries, in its discretion, and to

                                                                              25
<PAGE>

              exercise its powers under this Deed so to do).

       (e)    (Acts pursuant to directions): The Class A-1 Note Trustee will not
              be responsible for having acted in good faith upon a direction
              purporting to have been given by a Majority of the Class A-1
              Noteholders even though it may subsequently be found that for any
              reason such direction was not valid or binding upon the Class A-1
              Note Trustee.  However, for the purposes of determining whether a
              Majority of Class A-1 Noteholders have given a direction which the
              Class A-1 Note Trustee may rely upon in accordance with this
              clause, Class A-1 Notes which the Class A-1 Note Trustee knows are
              owned by the Issuer or the Manager or by any person directly or
              indirectly controlling or controlled by or under direct or
              indirect common control with the Issuer or the Manager, shall be
              disregarded.

       (f)    (Reliance): Subject to clause [ ]9.2(b), the Class A-1 Note
              Trustee is, for any purpose and at any time, entitled to rely on,
              act upon, accept and regard as conclusive and sufficient (without
              being in any way bound to call for further evidence or information
              or being responsible for any loss that may be occasioned by such
              reliance, acceptance or regard) any of the following:

              (i)    any information, report, balance sheet, profit and loss
                     account, certificate or statement supplied by the Issuer,
                     the Security Trustee or the Manager or by any officer,
                     auditor or solicitor of the Issuer, the Security Trustee or
                     the Manager;
              (ii)   any information or statement provided to it in relation to
                     the Class A-1 Notes, the Class A-1 Noteholders or the Class
                     A-1 Note Owners by the Depositary or its nominee;
              (iii)  all statements (including statements made or given to the
                     best of the maker's knowledge and belief or similarly
                     qualified) contained in any information, report, balance
                     sheet, profit and loss account, certificate or statement
                     given pursuant to or in relation to this Deed, the Security
                     Trust Deed, the Master Trust Deed or the Series Supplement;
              (iv)   all accounts supplied to the Class A-1 Note Trustee
                     pursuant to this Deed and all reports of the Auditor
                     supplied to the Class A-1 Note Trustee pursuant to this
                     Deed; and
              (v)    notices and other information supplied to the Class A-1
                     Note Trustee under this Deed,

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

       (g)    (Director's certificates): Subject to clause [ ]9.2(b), the Class
              A-1 Note Trustee may call for and may accept as sufficient
              evidence of any fact or matter or of the expediency of any
              dealing, transaction, step or thing a certificate signed by any
              two directors or Authorised Officers of the Issuer or the Manager
              as to any fact or matter upon which the Class A-1 Note Trustee
              may, in the exercise of any of its duties, powers, authorities and
              discretions under this Deed, require to be satisfied or to have
              information to

                                                                              26
<PAGE>

              the effect that in the opinion of the person or persons so
              certifying any particular dealing, transaction, step or thing is
              expedient and the Class A-1 Note Trustee will not be bound to call
              for further evidence and will not be responsible for any loss that
              may be occasioned by acting on any such certificate (but nothing
              in this clause [ ]8.1(g) is to be construed as either limiting the
              Class A-1 Note Trustee's right to call for such evidence, in its
              discretion, and to exercise its powers under this Deed so to do or
              permitting the Class A-1 Note Trustee to rely on evidence of
              compliance with conditions precedent where such reliance is not
              permitted by section 314 of the TIA).

       (h)    (Signatures): The Class A-1 Note Trustee may rely in good faith on
              the validity of any signature on any Class A-1 Note, transfer,
              form of application or other instrument or document unless the
              Class A-1 Note Trustee has reason to believe that the signature is
              not genuine.  The Class A-1 Note Trustee is not liable to make
              good out of its own funds any loss incurred by any person if a
              signature is forged or otherwise fails to bind the person whose
              signature it purports to be or on whose behalf it purports to be
              made.

       (i)    (Custody of documents): The Class A-1 Note Trustee may hold or
              deposit this Deed and any deed or documents relating to this Deed
              or to the Transaction Documents in any part of the world, other
              than the Commonwealth of Australia, and with any banker or banking
              company or entity whose business includes undertaking the safe
              custody of deeds or documents or with any lawyer or firm of
              lawyers reasonably believed by it to be of good repute and the
              Class A-1 Note Trustee will not be responsible for any loss
              incurred in connection with any such holding or deposit and may
              pay all sums to be paid on account of or in respect of any such
              deposit.

        (j)   (Discretion): The Class A-1 Note Trustee, as regards all the
              powers, trusts, authorities and discretions vested in it pursuant
              to this Deed, any other Transaction Document or otherwise, has,
              subject to any express provision to the contrary contained in this
              Deed or any other Transaction Document to which it is a party,
              absolute and uncontrolled discretion as to the exercise of such
              powers, authorities, trusts and discretions and will be in no way
              responsible to any Interested Person or any other person for any
              loss, costs, damages, expenses or inconvenience which may result
              from the exercise or non-exercise of such powers, authorities,
              trusts and discretions.  Without limiting the foregoing, any
              consent or approval given by the Class A-1 Note Trustee for the
              purposes of this Deed or any other Transaction Document may be
              given on such terms and subject to such conditions (if any) as the
              Class A-1 Note Trustee thinks fit and, notwithstanding anything to
              the contrary in this Deed, may be given retrospectively.

        (k)   (Employ agents): Wherever it considers it expedient in the
              interests of the Class A-1 Noteholders, the Class A-1 Note Trustee
              may, instead of acting personally, employ and pay an agent
              selected by it, whether or not a lawyer or other professional
              person, to transact or conduct, or concur in transacting or
              conducting any business and to do or concur in doing all acts
              required to be done by the Class A-1 Note Trustee (including the
              receipt and payment of

                                                                              27
<PAGE>

              money under this Deed). The Class A-1 Note Trustee will not be
              responsible to any Interested Person for any misconduct, or
              default on the part of any such person appointed by it under this
              Deed or be bound to supervise the proceedings or acts of any such
              person, provided that the Class A-1 Note Trustee has exercised
              good faith and due care in such appointment and that any such
              person will be a person who is in the opinion of the Class A-1
              Note Trustee appropriately qualified to do any such things. Any
              such agent being a lawyer, banker, broker or other person engaged
              in any profession or business will be entitled to charge and be
              paid all usual professional and other charges for business
              transacted and acts done by him or her or any partner of his or
              her or by his or her firm in connection with this Deed and also
              his or her reasonable charges in addition to disbursements for all
              other work and business done and all time spent by him or her or
              his or her partners or firm on matters arising in connection with
              this Deed including matters which might or should have been
              attended to in person by a trustee not being a lawyer, banker,
              broker or other professional person.

        (l)   (Delegation): Subject to clause [ ]8.5, the Class A-1 Note Trustee
              may whenever it thinks it expedient in the interests of Class A-1
              Noteholders, delegate to any person or fluctuating body of persons
              selected by it all or any of the duties, powers, authorities,
              trusts and discretions vested in the Class A-1 Note Trustee by
              this Deed provided that, except as provided in any Transaction
              Documents, the Class A-1 Note Trustee may not delegate to such
              third parties any material part of its powers, duties or
              obligations as Class A-1 Note Trustee (provided that following the
              occurrence of an Event of Default the Class A-1 Note Trustee may
              delegate any of its powers, duties and obligations to be exercised
              or performed in Australia).  Any such delegation may be by power
              of attorney or in such other manner as the Class A-1 Note Trustee
              may think fit and may be made upon such terms and conditions
              (including power to sub-delegate) and subject to such regulations
              as the Class A-1 Note Trustee may think fit.  Provided that the
              Class A-1 Note Trustee has exercised good faith and due care in
              the selection of such delegate, and subject to clause [ ]8.6, it
              will not be under any obligation to any Interested Person to
              supervise the proceedings or be in any way responsible for any
              loss incurred by reason of any misconduct or default on the part
              of any such delegate or sub-delegate.

        (m)   (Apply to court): The Class A-1 Note Trustee may, whenever it
              thinks it expedient in the interests of the Class A-1 Noteholders,
              apply to any court for directions in relation to any question of
              law or fact arising either before or after an Event of Default and
              assent to or approve any applications of any Class A-1 Noteholder,
              the Issuer or the Manager.

        (n)   (Disclosure): Subject to this Deed, any applicable laws and any
              duty of confidentiality owed by any Interested Person to any other
              person, the Class A-1 Note Trustee may, for the purpose of meeting
              its obligations under this Deed, disclose to any Class A-1
              Noteholder any confidential, financial or other information made
              available to the Class A-1 Note Trustee by an Interested Person or
              any other person in connection with this Deed.

                                                                              28
<PAGE>

        (o)   (Determination): The Class A-1 Note Trustee, as between itself and
              the Class A-1 Noteholders, has full power to determine (acting
              reasonably and in good faith) all questions and doubts arising in
              relation to any of the provisions of this Deed and every such
              determination, whether made upon such a question actually raised
              or implied in the acts or proceedings of the Class A-1 Note
              Trustee, will be conclusive and will bind the Class A-1 Note
              Trustee and the Class A-1 Noteholders.

        (p)   (Interests of Class A-1 Noteholders):  In connection with the
              exercise by it of any of its trusts, powers, authorities and
              discretions under this Deed or any other Transaction Document
              (including, without limitation, any modification, waiver,
              authorisation or determination), the Class A-1 Note Trustee must
              where it is required to have regard to the interests of the Class
              A-1 Noteholders, have regard to the general interests of the Class
              A-1 Noteholders as a class.  The Class A-1 Note Trustee will not
              incur any liability to any Class A-1 Noteholder as a result of the
              Class A-1 Note Trustee giving effect to this clause [ ]8.1(p).

        (q)   (Assumption as to Prejudice):  The Class A-1 Note Trustee is
              entitled to assume, for the purposes of exercising any power,
              trust, authority, duty or discretion under or in relation to the
              Class A-1 Notes, this Deed or any other Transaction Document, that
              such exercise will not be materially prejudicial to the interests
              of the Class A-1 Noteholders if each of the Rating Agencies has
              confirmed in writing that such exercise will not result in the
              reduction, qualification or withdrawal of the credit rating then
              assigned by it to the Class A-1 Notes (but nothing in this clause
              is to be construed as requiring the Class A-1 Note Trustee to
              obtain such confirmation).

        (r)   (Validity of Transaction Documents): The Class A-1 Note Trustee is
              not responsible for the execution, delivery, legality,
              effectiveness, adequacy, genuineness, validity, performance,
              enforceability, admissibility in evidence, form or content of this
              Deed or any other Transaction Document (other than the execution
              and delivery by it of this Deed and each other Transaction
              Document to which it is expressed to be a party and the
              performance of those obligations expressed to be binding on it
              under this Deed and such Transaction Documents) and is not liable
              for any failure to obtain any licence, consent or other authority
              for the execution, delivery, legality, effectiveness, adequacy,
              genuineness, validity, performance, enforceability or
              admissibility in evidence of this Deed or any other Transaction
              Document except to the extent specifically provided in this Deed
              or such Transaction Document. The Class A-1 Note Trustee is not
              responsible for recitals, statements, warranties or
              representations of any party (other than itself) contained in any
              Transaction Document (and is entitled to assume the accuracy and
              correctness thereof).

        (s)   (Defect in Security): The Class A-1 Note Trustee is not bound or
              concerned to examine or enquire into nor is it liable for any
              defect in or failure to perfect any Security Interest created or
              purported to be created by the

                                                                              29
<PAGE>

              Security Trust Deed and the Class A-1 Note Trustee may accept
              without enquiry, requisition or objection such title as the Issuer
              may have to the Charged Property or any part thereof from time to
              time and shall not be bound to investigate or make any enquiry
              into the title of the Issuer to the Charged Property or any part
              thereof from time to time.

        (t)   (Class A-1 Noteholders Responsible): Each Class A-1 Noteholder is
              solely responsible for making its own independent appraisal of and
              investigation into the financial condition, creditworthiness,
              condition, affairs, status and, nature of the Issuer and the
              Series Trust and the Class A-1 Note Trustee does not at any time
              have any responsibility for the same and no Class A-1 Noteholder
              may rely on the Class A-1 Note Trustee in respect of such
              appraisal and investigation.

        (u)   (Limit on Obligations): No provision of this Deed or any other
              Transaction Document requires the Class A-1 Note Trustee to do
              anything which may be contrary to any applicable law or regulation
              or to expend or risk its own funds or otherwise incur any
              financial liability in the performance of any of its duties, or in
              the exercise of any of its rights or powers, if it shall have
              reasonable grounds for believing that repayment of such funds or
              full indemnity against such risk or liability is not assured to
              it. Except for the obligations imposed on it under this Deed, the
              Class A-1 Notes or any other Transaction Document, the Class A-1
              Note Trustee is not obliged to do or omit to do any thing,
              including entering into any transaction or incurring any liability
              unless the Class A-1 Note Trustee's liability, is limited in a
              manner satisfactory to the Class A-1 Note Trustee in its absolute
              discretion.

        (v)   (No duty to provide information): Subject to the express
              requirements of this Deed or otherwise as required by any law, the
              Class A-1 Note Trustee has no duty (either initially, or on a
              continuing basis) to consider or provide any Class A-1 Noteholders
              with any confidential financial, price sensitive or other
              information made available by the Issuer, the Manager or any other
              person under or in connection with this Deed or any Transaction
              Document (whenever coming into its possession) and no Class A-1
              Noteholder is entitled to take any action to obtain from the Class
              A-1 Note Trustee any such information.

        (w)   (No liability for breach): The Class A-1 Note Trustee is not to be
              under any liability whatsoever for a failure to take any action in
              respect of any breach by the Issuer of its duties as trustee of
              the Series Trust of which the Class A-1 Note Trustee is not aware
              or in respect of any Event of Default or Potential Event of
              Default of which the Class A-1 Note Trustee is not aware.

        (x)   (Dispute or Ambiguity): In the event of any dispute or ambiguity
              as to the construction or enforceability of this Deed or any other
              Transaction Document, or the Class A-1 Note Trustee's powers or
              obligations under or in connection with this Deed or the
              determination or calculation of any amount or thing for the
              purpose of this Deed or the construction or validity of any
              direction from Class A-1 Noteholders, provided the Class A-1 Note

                                                                              30
<PAGE>

              Trustee is using reasonable endeavours to resolve such ambiguity
              or dispute, the Class A-1 Note Trustee, in its absolute
              discretion, may (but will have no obligation to) refuse to act or
              refrain from acting in relation to matters affected by such
              dispute or ambiguity.

        (y)   (Loss to Charged Property):  The Class A-1 Note Trustee shall not
              be responsible for any loss, expense or liability occasioned to
              the Charged Property or any other property or in respect of all or
              any of the moneys which may stand to the credit of the Collections
              Account from time to time however caused (including, without
              limitation, where caused by an act or omission of the Security
              Trustee) unless that loss is occasioned by the fraud, negligence,
              wilful default or breach of trust of the Class A-1 Note Trustee.

        (z)   (Conversion of Money): Where necessary or expedient in order to
              fulfill its obligations under this Deed or  any Transaction
              Document the Class A-1 Note Trustee may convert any moneys forming
              part of the Class A-1 Trust Fund from one currency into another at
              such market exchange rate or rates as are reasonably determined by
              the Class A-1 Note Trustee.

       (aa)   (Ratings): Except as otherwise provided in this Deed or any other
              Transaction Document, the Class A-1 Note Trustee has no
              responsibility for the maintenance of any rating of the Class A-1
              Notes by any Rating Agency or any other person.

       (bb)   (No liability for tax on payments): The Class A-1 Note Trustee has
              no responsibility whatsoever to any Class A-1 Noteholder or any
              other person in relation to any deficiency in a payment by the
              Class A-1 Note Trustee to any Class A-1 Noteholders if that
              deficiency arises as a result of the Class A-1 Note Trustee or the
              Issuer being subject to any Tax in respect of that payment, the
              Charged Property, the Security Trust Deed, this Deed or any income
              or proceeds from them.

 8.2   Waivers

       Subject to clause [ ]7.1(a), the Class A-1 Note Trustee may, and if
       directed to do so by a Majority of Class A-1 Noteholders must, on such
       terms and conditions as it may deem reasonable, without the consent of
       any of the Class A-1 Noteholders, and without prejudice to its rights in
       respect of any subsequent breach agree to any waiver or authorisation of
       any breach or proposed breach of any of the terms and conditions of the
       Transaction Documents by the Issuer, the Manager or any other person
       which, unless the Class A-1 Note Trustee is acting on the direction of a
       Majority of Class A-1 Noteholders, is not, in the opinion of the Class A-
       1 Note Trustee, materially prejudicial to the interests of the Class A-1
       Noteholders as a class.  No such waiver, authorisation or determination
       may be made in contravention of any prior direction by a Majority of the
       Class A-1 Noteholders.  No direction of the Class A-1 Noteholders shall
       affect any such waiver, authorisation or determination previously given
       or made. Any such waiver, authorisation or determination will, if the
       Class A-1 Note Trustee so requires, be notified to the Class A-1
       Noteholders by the Issuer as soon as practicable after it is made in
       accordance with this Deed.

                                                                              31
<PAGE>

 8.3   Class A-1 Note Trustee's Liability

       Nothing in this Deed or any other Transaction Document will in any case
       in which the Class A-1 Note Trustee has failed to show the degree of care
       and diligence required of it as trustee having regard to the provisions
       of this Deed and the mandatory provisions of the TIA conferring on it any
       trusts, powers, authorities or discretions exempt the Class A-1 Note
       Trustee from or indemnify it against any liability for breach of trust or
       any liability which by virtue of any rule of law would otherwise attach
       to it in respect of fraud or wilful default of which it may be guilty in
       relation to its duties under this Deed.

 8.4   Dealings with Series Trust

       Subject to clause [ ]9.7, none of the:

       (a)    (Class A-1 Note Trustee): Class A-1 Note Trustee in its personal
              or any other capacity;

       (b)    (Related Bodies Corporate): Related Bodies Corporate of the Class
              A-1 Note Trustee;

       (c)    (Directors etc.): directors or officers of the Class A-1 Note
              Trustee or its Related Bodies Corporate; or

       (d)    (Shareholders): shareholders of the Class A-1 Note Trustee or its
              Related Bodies Corporate,

       is prohibited from:

       (e)    (Subscribing for): subscribing for, purchasing, holding, dealing
              in or disposing of Class A-1 Notes;

       (f)    (Contracting with): at any time:

              (i)    contracting with;
              (ii)   acting in any capacity as representative or agent for; or
              (iii)  entering into any financial, banking, agency or other
                     transaction with,

              any other of them, the Issuer, the Manager or any Secured Creditor
              (including any Class A-1 Noteholder); or

       (g)    (Being interested in): being interested in any contract or
              transaction referred to in paragraphs (e) or (f).

       None of the persons mentioned is liable to account to the Class A-1
       Noteholders for any profits or benefits (including, without limitation,
       bank charges, commission, exchange brokerage and fees) derived in
       connection with any contract or transaction referred to

                                                                              32
<PAGE>

       in paragraphs (e) or (f). The preceding provisions of this clause [ ]8.4
       only apply if the relevant person, in connection with the action,
       contract or transaction, acts in good faith to all Class A-1 Noteholders
       and, in the case of the Class A-1 Note Trustee, are subject to section
       311(a) of the TIA.

 8.5   Delegation of Duties of Class A-1 Note Trustee

       The Class A-1 Note Trustee must not delegate to any person any of its
       trusts, duties, powers, authorities or discretions under this Deed
       except:

       (a)    (Related Body Corporate): to a Related Body Corporate of the Class
              A-1 Note Trustee; or

       (b)    (As otherwise permitted): in accordance with the provisions of
              this Deed or otherwise as agreed by the Manager.

 8.6   Related Body Corporate of the Class A-1 Note Trustee

       Where the Class A-1 Note Trustee delegates any of its trusts, duties,
       powers, authorities and discretions to any person who is a Related Body
       Corporate of the Class A-1 Note Trustee, the Class A-1 Note Trustee at
       all times remains liable for the acts or omissions of such Related Body
       Corporate and for the payment of fees of that Related Body Corporate when
       acting as delegate.

 9.    DUTIES OF THE CLASS A-1 NOTE TRUSTEE

 9.1   Class A-1 Note Trustee's General Duties

       The Class A-1 Note Trustee must comply with the duties imposed on it by
       this Deed, the Class A-1 Notes (including the Class A-1 Note Conditions)
       and each other Transaction Document to which it is a party and must:

       (a)    (Act continuously): act continuously as trustee of the Class A-1
              Trust until the Class A-1 Trust is terminated in accordance with
              this Deed or until it has retired or been removed in accordance
              with this Deed; and

       (b)    (Have regard to the Interests of Class A-1 Noteholders): in the
              exercise of all discretions vested in it by this Deed and all
              other Transaction Documents, except where expressly provided
              otherwise, have regard to the interest of the Class A-1
              Noteholders as a class.

 9.2   Duties of the Class A-1 Note Trustee prior to Event of Default

       Prior to an Event of Default:

       (a)    (Class A-1 Note Trustee Not Liable): the Class A-1 Note Trustee
              shall not be liable except for the performance of such duties as
              are specifically set out in this Deed, the Class A-1 Notes
              (including the Class A-1 Note Conditions) or any other Transaction
              Document to which it is a party and no implied

                                                                              33
<PAGE>

              covenants or obligations on the part of the Class A-1 Note Trustee
              are to be read into this Deed; and

       (b)    (Reliance on Certificates): the Class A-1 Note Trustee may
              conclusively rely, as to the truth of the statements and the
              correctness of the opinions expressed therein, in the absence of
              bad faith on the part of the Class A-1 Note Trustee, upon
              certificates or opinions furnished to the Class A-1 Note Trustee
              and conforming to the requirements of this Deed provided that the
              Class A-1 Note Trustee shall examine, where applicable, the
              evidence furnished to it pursuant to any provision of this Deed to
              determine whether or not such evidence conforms to the
              requirements of this Deed.

 9.3   Duties of the Class A-1 Note Trustee following an Event of Default

       If an Event of Default has occurred and is subsisting the Class A-1 Note
       Trustee shall exercise the rights and powers vested in it by this Deed
       and use the same degree of care and skill in their exercise as a prudent
       person would exercise or use under the circumstances in the conduct of
       such person's own affairs.

 9.4   Certain Limitations of Liability where Acting in Good Faith

       The Class A-1 Note Trustee shall not be liable under this Deed or any
       Transaction Document for any error of judgment made in good faith by an
       Authorised Officer of the Class A-1 Note Trustee unless it is proved that
       the Class A-1 Note Trustee was negligent in ascertaining the pertinent
       facts.

 9.5   Class A-1 Note Trustee Not Relieved of Liability for Negligence etc.

       Subject to clauses [ ]9.2 and 9.4, nothing in this Deed will relieve the
       Class A-1 Note Trustee from liability for its own negligent action, its
       own negligent failure to act or its own wilful misconduct.  Section
       315(d)(3) of the TIA is expressly excluded by this Deed.

 9.6   Preferred Collection of Claims Against Issuer

       The Class A-1 Note Trustee must comply with section 311(a) of the TIA and
       the rules thereunder other than with respect to any creditor relationship
       excluded from the operation of section 311(a) by section 311(b) of the
       TIA.  Following its retirement or removal pursuant to clause [ ]14, the
       Class A-1 Note Trustee will remain subject to section 311(a) of the TIA
       to the extent required by the TIA.

 9.7   Compliance with Section 310 of TIA

       (a)    (Section 310(a) of TIA):  The Class A-1 Note Trustee must ensure
              that it at all times satisfies the requirements of section 310(a)
              of the TIA.

       (b)    (Capital):  Without limiting the foregoing, the Class A-1 Note
              Trustee must ensure that it all times has a combined capital and
              surplus (as those terms are used in the TIA) of at least
              US$50,000,000 as set forth in its most recent
                                                                              34
<PAGE>

              published annual report of condition.

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

 9.8   Voting at Meetings under Master Trust Deed or Security Trust Deed

       If the Class A-1 Note Trustee is entitled under the Master Trust Deed (as
       varied by clause [ ]1.6 of the Series Supplement) or the Security Trust
       Deed to vote at any meeting on behalf of Class A-1 Noteholders, the Class
       A-1 Note Trustee must vote in accordance, where applicable, with the
       directions of the Class A-1 Noteholders (whether or not solicited and
       whether or not all Class A-1 Noteholders have provided such directions)
       and otherwise in its absolute discretion. In acting in accordance with
       the directions of Class A-1 Noteholders the Class A-1 Note Trustee must
       exercise its votes for or against any proposal to be put to a meeting in
       the same proportion as that of the aggregate Invested Amounts of the
       Class A-1 Notes held by Class A-1 Noteholders who have directed the Class
       A-1 Note Trustee to vote for or against such a proposal.

 9.9   Transaction Documents

       The Class A-1 Note Trustee must make available at the Class A-1 Note
       Trustee's registered office for inspection by Class A-1 Noteholders a
       copy of each Transaction Document in accordance with Condition [ ]3 of
       the Class A-1 Note Conditions (provided that the Class A-1 Note Trustee
       will not be in default of its obligations pursuant to this clause [ ]9.9
       in respect of any Transaction Document, other than a Transaction Document
       to which the Class A-1 Note Trustee is a party, a copy of which has not
       been provided to the Class A-1 Note Trustee).

 10.   APPLICATION OF MONEYS

 10.1  Moneys Received

       The Class A-1 Note Trustee must hold all moneys received by it under this
       Deed or any other Transaction Document upon trust to apply them:

       (a)    (Fees and Expenses): first, towards all amounts owing to the Class
              A-1 Note Trustee under this Deed (other than under clause [ ]6.1);
              and

       (b)    (Class A-1 Noteholders): secondly, pari passu to the Class A-1
              Noteholders towards repayment of principal and payment of interest
              and all other amounts owing to them by the Issuer in respect of
              the Class A-1 Notes.

 10.2  Investment of Moneys Held

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<PAGE>

       An amount which under this Deed ought to or may be invested by the Class
       A-1 Note Trustee may be invested in the name or control of the Class A-1
       Note Trustee in:

       (a)    (Authorised Short-Term Investments):  Authorised Short-Term
              Investments; or

       (b)    (US$ Investments):  any investment denominated in US dollars which
              has assigned to it the highest short-term credit rating from each
              Rating Agency or which is otherwise approved by that Rating
              Agency,

       and the Class A-1 Note Trustee may at any time vary any such investments
       and is not responsible for any loss resulting from such investments
       whether due to depreciation in value, fluctuations in exchange rates or
       otherwise.

 11.   CONTINUING SECURITY AND RELEASES

 11.1  Trustee's Liability Not Affected

       This Deed and the liability of the Issuer under this Deed will not be
       affected or discharged by any of the following:

       (a)    (Indulgence): the granting to the Issuer or to any other person of
              any time or other indulgence or consideration;

       (b)    (Delay in recovery): subject to Condition [ ]8.5 of the Class A-1
              Note Conditions, the Class A-1 Note Trustee failing or neglecting
              to recover any amounts owing in respect of the Class A-1 Notes;

       (c)    (Laches): any other laches, acquiescence, delay, act, omission or
              mistake on the part of the Class A-1 Note Trustee or any other
              person; or

       (d)    (Release): the release, discharge, abandonment or transfer whether
              wholly or partially and with or without consideration of any other
              security judgment or negotiable instrument held from time to time
              or recovered by the Class A-1 Note Trustee from or against the
              Issuer or any other person.

 11.2  Waiver by Issuer

       The Issuer waives in favour of the Class A-1 Note Trustee:

       (a)    (All rights necessary to give effect to Deed): all rights
              whatsoever against the Class A-1 Note Trustee and any other person
              estate or assets to the extent necessary to give effect to
              anything in this Deed;

       (b)    (All rights inconsistent with Deed): all rights inconsistent with
              the provisions of this Deed.

 12.   REMUNERATION AND EXPENSES OF CLASS A-1 NOTE TRUSTEE

                                                                              36
<PAGE>

 12.1  Payment of Fee

       The Issuer must pay to the Class A-1 Note Trustee during the period that
       any of the Class A-1 Notes remain outstanding the fee separately agreed
       by the Class A-1 Note Trustee and the Issuer (at such times and upon such
       terms as to interest for overdue payments or otherwise as are agreed
       between the Issuer and the Class A-1 Note Trustee). If the Class A-1 Note
       Trustee retires or is removed under this Deed, the Class A-1 Note Trustee
       must refund to the Issuer that proportion of the fee (if any) which
       relates to the period during which the Class A-1 Note Trustee will not be
       the Class A-1 Note Trustee.

 12.2  Payment of Expenses

       The Issuer must pay or reimburse to the Class A-1 Note Trustee all
       reasonable costs, expenses, charges, stamp duties and other Taxes and
       liabilities properly incurred by the Class A-1 Note Trustee, or its
       properly appointed agents or delegates, in the performance of the
       obligations of the Class A-1 Note Trustee under this Deed or any other
       Transaction Document including, without limitation, all costs and
       expenses (including legal costs and expenses) incurred by the Class A-1
       Note Trustee in the enforcement of any obligations under this Deed or any
       other Transaction Documents. Without limiting any right of indemnity
       available by law to the Class A-1 Note Trustee, the Class A-1 Note
       Trustee is entitled to be indemnified from Class A-1 Trust Fund from and
       against all such the costs, expenses, charges, stamp duties and other
       Taxes and liabilities. Nothing in this clause [ ]12.2 entitles or permits
       the Class A-1 Note Trustee to be reimbursed or indemnified for general
       overhead costs and expenses of the Class A-1 Note Trustee (including,
       without limitation, rents and any amounts payable by the Class A-1 Note
       Trustee to its employees in connection with their employment) incurred
       directly or indirectly in connection with the business activities of the
       Class A-1 Note Trustee or in the exercise of its rights, powers and
       discretions or the performance of its duties and obligations under this
       Deed or any Transaction Document.

 12.3  Additional Duties

       In the event of the occurrence of an Event of Default or the Class A Note
       Trustee considering it expedient or necessary or being requested pursuant
       to any Transaction Document to undertake duties which the Class A-1 Note
       Trustee and the Manager agree to be of an exceptional nature or otherwise
       outside the scope of the normal duties of the Class A-1 Note Trustee
       under this Deed or the other Transaction Documents the Issuer must pay to
       the Class A-1 Note Trustee such additional remuneration as is agreed
       between the Manager and the Class A-1 Note Trustee.

 12.4  Dispute as to Additional Duties

       In the event of the Manager and the Class A-1 Note Trustee failing to
       agree:

       (a)    upon the amount of any additional remuneration referred to in
              clause [ ]12.3; or

                                                                              37
<PAGE>

       (b)    upon whether duties of the Class A-1 Note Trustee are of an
              exceptional nature or otherwise outside the scope of the normal
              duties of the Class A-1 Note Trustee for the purposes of clause
              [ ]12.3,

       such matters shall be determined by a merchant or investment bank (acting
       as an expert and not as an arbitrator) selected by the Class A-1 Note
       Trustee and approved by the Manager or, failing such approval, nominated
       (on the application of the Class A-1 Note Trustee) by the President for
       the time being of The Law Society of New South Wales (the expenses
       involved in such nomination and the fees of such merchant or investment
       bank being payable by the Issuer as an Expense) and the determination of
       any such merchant or investment bank shall be final and binding upon the
       Class A-1 Note Trustee, the Manager and the Issuer.

 12.5  Currency and VAT

       The above fees and expenses will be paid in US Dollars. The Issuer will
       in addition pay any value added tax which may be applicable.

 12.6  No Other Fees or Expenses

       Except as provided in clauses [ ]12.1, 12.2, 12.3, 12.4 and 12.5 or as
       expressly provided elsewhere in this Deed or any other Transaction
       Document, neither the Issuer nor the Manager has any liability in respect
       of any fees, commissions or expenses of the Class A-1 Note Trustee in
       connection with this Deed or any Transaction Document.

 12.7  Issuer Personally Liable for Fees

       Notwithstanding any other provision of this Deed, the Issuer must pay to
       the Class A-1 Note Trustee the fees referred to in clause [ ]12.1, and
       any value added tax on such fees, from its own personal funds and will
       not be entitled to indemnified from the Assets of the Series Trust with
       respect to such fees or value added taxes provided that if the Bank of
       New York, New York Branch retires or is removed as Class A-1 Note Trustee
       the Issuer will only be liable to pay the fees referred to in clause [
       ]12.1, and any value added tax on such fees, from its own personal funds,
       to the extent that such fees and value added tax do not exceed the amount
       that would have been payable to The Bank of New York, New York Branch if
       it had remained as Class A-1 Note Trustee. The balance of such fees and
       value added tax, if any, will be an Expense for which the Issuer is
       entitled to be indemnified from the Assets of the Series Trust in
       accordance with the Series Supplement.

 12.8  Timing of Payments

       Except as referred to in clause [ ]12.7, all payments by the Issuer to
       the Class A-1 Note Trustee under this clause [ ]12 are payable on the
       first Distribution Date following demand by the Class A-1 Note Trustee
       from funds available for this purpose in accordance with the Series
       Supplement.

 12.9  Non-Discharge

                                                                              38
<PAGE>

       Unless otherwise specifically stated in any discharge of the Class A-1
       Trust the provisions of this clause [ ]12 will continue in full force and
       effect despite such discharge.

 13.   ADDITIONAL CLASS A-1 NOTE TRUSTEES

 13.1  Appointment and Removal

       The Class A-1 Note Trustee may, upon giving prior notice to the Issuer
       and the Manager (but without the consent of the Issuer, the Manager or
       the Class A-1 Noteholders), appoint any person (an "Additional Note
       Trustee") (other than the Issuer or a Related Body Corporate of the
       Issuer) established or resident in any jurisdiction (whether an Eligible
       Trust Corporation or not) to act as a co-trustee jointly with the Class
       A-1 Note Trustee:

       (a)    (Interests of Class A-1 Noteholders):  if the Class A-1 Note
              Trustee considers such appointment to be in the interests of the
              Class A Noteholders;

       (b)    (Legal Requirements): for the purposes of conforming to any legal
              requirements, restrictions or conditions in any jurisdiction in
              which any particular act or acts is or are to be performed; or

       (c)    (Obtaining Judgment): for the purposes of obtaining a judgment in
              any jurisdiction or the enforcement in any jurisdiction of either
              a judgment already obtained or any of this Deed or any other
              Transaction Document.

       The Issuer, for valuable consideration, irrevocably appoints the Class
       A-1 Note Trustee to be its attorney in its name and on its behalf to
       execute an instrument of appointment of any such Additional Note Trustee.
       Such Additional Note Trustee will (subject always to the provisions of
       this ) have such trusts, powers, authorities and discretions (not
       exceeding those conferred on the Class A-1 Note Trustee by this Deed or
       any other Transaction Document) and such duties and obligations as are
       conferred or imposed by the instrument of appointment.  Such reasonable
       remuneration as the Class A-1 Note Trustee may pay to any Additional Note
       Trustee, together with any costs and expenses properly incurred by any
       Additional Note Trustee in performing its functions as such, are expenses
       of the Class A-1 Note Trustee recoverable by it pursuant to clause
       [ ]12.2. The Class A-1 Note Trustee, upon giving prior notice to the
       Issuer and the Manager, has the power to remove any Additional Trustee.
       The Issuer, for valuable consideration, irrevocably appoints the Class
       A-1 Note Trustee to be its attorney in its name and on its behalf to
       execute an instrument of removal of any such Additional Note Trustee.

 13.2  Joint Exercise of Powers

       All rights, powers, duties and obligations conferred or imposed upon an
       Additional Note Trustee are conferred or imposed upon and exercised or
       performed by the Class A-1 Note Trustee and the Additional Note Trustee
       jointly (it being understood that an Additional Note Trustee is not
       authorised to act separately without the Class A-1 Note Trustee joining
       in such act), except to the extent that under any law of any jurisdiction
       in which any particular act or acts are to be performed the Class A-1
       Note Trustee shall

                                                                              39
<PAGE>

       be incompetent or unqualified to perform such act or acts, in which event
       such rights, powers, duties and obligations shall be exercised and
       performed singly by such Additional Note Trustee (but subject to the
       direction of the Class A-1 Note Trustee).

 13.3  Notice

       The Class A-1 Note Trustee must promptly notify the Principal Paying
       Agent, the Class A-1 Noteholders and the Rating Agencies of each
       appointment or removal of an Additional Note Trustee pursuant to this
       clause [ ]13.

 14.   RETIREMENT OR REMOVAL OF CLASS A-1 NOTE TRUSTEE

 14.1  Retirement of Class A-1 Note Trustee

       The Class A-1 Note Trustee covenants that it will retire as Class A-1
       Note Trustee if:

       (a)    (Insolvency): an Insolvency Event occurs in relation to the Class
              A-1 Note Trustee in its personal capacity or in respect of its
              personal assets (and not in its capacity as trustee of any trust
              or in respect of any assets it holds as trustee);

       (b)    (Ceases to carry on business): it ceases to carry on business;

       (c)    (Ceases to be an Eligible Trust Corporation): it ceases to be an
              Eligible Trust Corporation;

       (d)    (Class A-1 Noteholders require retirement): it is so directed by a
              Special Majority of Class A-1 Noteholders;

       (e)    (Breach of duty): when required to do so by the Manager or the
              Issuer by notice in writing, it fails or neglects within 20
              Business Days after receipt of such notice to carry out or satisfy
              any material duty imposed on it by this Deed or any Transaction
              Document; or

       (f)    (Change in ownership): there is a change in ownership of 50% or
              more of the issued equity share capital of the Class A-1 Note
              Trustee from the position as at the date of this Deed or effective
              control of the Class A-1 Note Trustee alters from the position as
              at the date of this Deed unless in either case approved by the
              Manager (whose approval must not be unreasonably withheld).

 14.2  Removal by Manager

       If the Class A-1 Note Trustee refuses to retire the Manager is entitled
       to remove the Class A-1 Note Trustee from office immediately by notice in
       writing if an event referred to in clause [ ]14.1 has occurred.  On the
       retirement or removal of the Class A-1 Note Trustee under the provisions
       of clause [ ]14.1 or this clause [ ]14.2:

       (a)    (Notify Rating Agencies): the Manager must promptly notify the
              Rating

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<PAGE>

              Agencies of such retirement or removal; and

       (b)    (Appoint Substitute Class A-1 Note Trustee): subject to any
              approval required by law, the Manager is entitled to and must use
              reasonable endeavours to appoint in writing some other Eligible
              Trust Corporation that is approved by the Rating Agencies to be
              the Substitute Class A-1 Note Trustee.

 14.3  Class A-1 Note Trustee May Retire

       The Class A-1 Note Trustee may retire at any time as trustee under this
       Deed upon giving 3 months (or such lesser time as the Manager, the Issuer
       and the Class A-1 Note Trustee agree) notice in writing to the Issuer,
       the Manager and the Rating Agencies, without giving any reason and
       without being responsible for any liabilities incurred by reason of such
       retirement provided that such retirement is in accordance with this Deed,
       provided that no such period of notice of retirement may expire within
       the period of 30 days preceding each Distribution Date.  Upon such
       retirement the Class A-1 Note Trustee, subject to any approval required
       by law, may appoint in writing any other Eligible Trust Corporation that
       is approved by the Rating Agencies and the Manager, which approval must
       not be unreasonably withheld by the Manager, as Class A-1 Note Trustee in
       its stead.  If the Class A-1 Note Trustee does not propose a replacement
       by the date which is 1 month prior to the date of its proposed
       retirement, the Manager is entitled to appoint a Substitute Class A-1
       Note Trustee, which must be an Eligible Trust Corporation that is
       approved by the Rating Agencies, as of the date of the proposed
       retirement.

 14.4  Appointment of Substitute Class A-1 Note Trustee by Class A-1 Noteholders

       Notwithstanding clauses [ ]14.1, 14.2 and 14.3, no retirement or removal
       of the Class A-1 Note Trustee will be effective until a Substitute Class
       A-1 Note Trustee has been appointed as in its place. If a Substitute
       Class A-1 Note Trustee has not been appointed under clauses [ ]14.1, 14.2
       or 14.3 at a time when the position of Class A-1 Note Trustee would, but
       for this clause [ ]14.4, become vacant in accordance with those clauses,
       the Issuer must promptly advise the Class A-1 Noteholders a Special
       Majority of whom may appoint an Eligible Trust Corporation nominated by
       any of them to act as Class A-1 Note Trustee.

 14.5  Release of Class A-1 Note Trustee

       Upon retirement or removal of the Class A-1 Note Trustee as trustee of
       the Class A-1 Trust, the Class A-1 Note Trustee is released from all
       obligations under this Deed arising after the date of the retirement or
       removal except for its obligation to vest the Class A-1 Trust Fund in the
       Substitute Class A-1 Note Trustee and to deliver all books and records
       relating to the Class A-1 Trust to the Substitute Class A-1 Note Trustee.
       The Manager and the Issuer may settle with the Class A-1 Note Trustee the
       amount of any sums payable by the Class A-1 Note Trustee to the Manager
       or the Issuer or by the Manager or the Issuer to the Class A-1 Note
       Trustee and may give to or accept from the Class A-1 Note Trustee a
       discharge in respect of those sums which will be conclusive and binding
       as between the Manager, the Issuer and the Class A-1 Note

                                                                              41
<PAGE>

       Trustee but not as between the Class A-1 Note Trustee and the Class A-1
       Noteholders.

 14.6  Vesting of Class A-1 Trust Fund in Substitute Class A-1 Note Trustee

       The Class A-1 Note Trustee, on its retirement or removal, must vest the
       Class A-1 Trust Fund or cause it to be vested in the Substitute Class A-1
       Note Trustee and must deliver and assign to such Substitute Class A-1
       Note Trustee as appropriate all books, documents, records and other
       property whatsoever relating to the Class A-1 Trust Fund.

 14.7  Substitute Class A-1 Note Trustee to Execute Deed

       Each Substitute Class A-1 Note Trustee must upon its appointment execute
       a deed in such form as the Manager may require whereby such Substitute
       Class A-1 Note Trustee must undertake to the Class A-1 Noteholders to be
       bound by all the covenants on the part of the Class A-1 Note Trustee
       under this Deed from the date of such appointment.

 14.8  Rating Agencies Advised

       The Manager must promptly:

       (a)    (Retirement): approach and liaise with each Rating Agency in
              respect of any consents required from it to the replacement of the
              Class A-1 Note Trustee pursuant to clauses [ ]14.2 or 14.3;

       (b)    (Change of ownership): notify the Rating Agencies of it becoming
              aware of a change in ownership of 50% or more of the issued equity
              share capital of the Class A-1 Note Trustee from the position as
              at the date of this Deed or effective control of the Class A-1
              Note Trustee altering from the date of this Deed; and

       (c)    (Approval for change in ownership): notify the Rating Agencies of
              any approvals given by the Manager pursuant to clause [ ]14.1(f).

 14.9  Retention of Lien

       Notwithstanding any release of the outgoing Class A-1 Note Trustee under
       this clause [ ]14, the outgoing Class A-1 Note Trustee will remain
       entitled to the benefit of the indemnities granted by this Deed to the
       outgoing Class A-1 Note Trustee in respect of any liability, cost or
       other obligation incurred by it while acting as Class A-1 Note Trustee,
       as if it were still the Class A-1 Note Trustee under this Deed.

 14.10 Issuer and Manager Cannot be Appointed

       Notwithstanding the preceding provisions of this clause .14, none of the
       Manager, the Issuer, any Support Facility Provider nor any of their
       Related Body Corporates may be appointed as Class A-1 Note Trustee.

 14.11 No Limitation of TIA

                                                                              42
<PAGE>

       Nothing in this clause [ ]14 is to be construed as limiting any right of
       a Class A-1 Noteholder to take any action to remove the Class A-1 Note
       Trustee in accordance with section 310(b) of the TIA.

 15.   AMENDMENT

 15.1  Amendment by Class A-1 Note Trustee

       Subject to this clause [ ]15 and to any approval required by law, the
       Class A-1 Note Trustee, the Manager and the Issuer may together agree,
       without the consent or sanction of any Class A-1 Noteholder, by way of
       supplemental deed to alter, add to or revoke any provision of this Deed
       or the Class A-1 Notes (including the Class A-1 Note Conditions) so long
       as such alteration, addition or revocation is not a Payment Modification
       and such alteration, addition or revocation in the opinion of the
       Class A-1 Note Trustee:

       (a)    (Necessary or expedient): is necessary or expedient to comply with
              the provisions of any Statute or regulation or with the
              requirements of any Governmental Agency;

       (b)    (Manifest error): is made to correct a manifest error or ambiguity
              or is of a formal, technical or administrative nature only;

       (c)    (Amendment to law): is appropriate or expedient as a consequence
              of an amendment to any Statute or regulation or altered
              requirements of any Governmental Agency or any decision of any
              court (including, without limitation, an alteration, addition or
              modification which is in the opinion of the Class A-1 Note Trustee
              appropriate or expedient as a consequence of the enactment of a
              Statute or regulation or an amendment to any Statute or regulation
              or ruling by the Commissioner or Deputy Commissioner of Taxation
              or any governmental announcement or statement or any decision of
              any court, in any case which has or may have the effect of
              altering the manner or basis of taxation of trusts generally or of
              trusts similar to the Series Trust or the Class A-1 Trust); or

       (d)    (Otherwise desirable): in the opinion of the Class A-1 Note
              Trustee and the Issuer is otherwise desirable for any reason and:

              (i)    is not in the opinion of the Class A-1 Note Trustee likely,
                     upon coming into effect, to be materially prejudicial to
                     the interests of Class A-1 Noteholders; or
              (ii)   if it is in the opinion of the Class A-1 Note Trustee
                     likely, upon coming into effect, to be materially
                     prejudicial to Class A-1 Noteholder, the consent of a
                     Special Majority of Class A-1 Noteholders to the
                     alteration, addition or resolution has been obtained. For
                     the purpose of determining whether a Special Majority of
                     Class A-1 Noteholders has consented to an alteration,
                     addition or revocation, Class A-1 Notes which are
                     beneficially owned by the Issuer or the Manager or by any
                     person directly or
                                                                              43
<PAGE>

                     indirectly controlling or controlled by or under direct or
                     indirect common control with the Issuer or the Manager,
                     shall be disregarded,

       provided that the Class A-1 Note Trustee, the Manager and the Issuer may
       not alter, add to or revoke any provision of this Deed or the Class A-1
       Notes unless the Manager has notified the Rating Agencies 5 Business Days
       in advance.

 15.2  Amendments Requiring Consent of all Class A-1 Noteholders

       The Class A-1 Note Trustee, the Manager and the Issuer may together agree
       by way of supplemental deed to make or effect a Payment Modification to
       this Deed or the Class A-1 Notes (including the Class A-1 Note
       Conditions) if, and only if, the consent has first been obtained of each
       Class A-1 Noteholder to such Payment Modification.

 15.3  Compliance with TIA

       Any supplemental deed altering, adding to or revoking any provision of
       this Deed or the Class A-1 Notes (including the Class A-1 Note
       Conditions) referred to in this clause [ ]15 must conform, to the extent
       applicable, with the requirements of the TIA.

 15.4  No Rating Agency Downgrade

       The Class A-1 Note Trustee will be entitled to assume that any proposed
       alteration, addition or revocation, other than a Payment Modification,
       will not be materially prejudicial to the interests of Class A-1
       Noteholders if each of the Rating Agencies confirms in writing that if
       the alteration, addition or revocation is effected this will not lead to
       a reduction, qualification or withdrawal of the then rating given to the
       Class A-1 Notes by the Rating Agency.

 15.5  Distribution of Amendments

       The Issuer must distribute to all Class A-1 Noteholders a copy of any
       amendment made pursuant to this clause [ ]15 as soon as reasonably
       practicable after the amendment has been made.

 15.6  Amendments Binding on Class A-1 Noteholders

       Any alteration, addition or revocation of a provision of this Deed or the
       Class A-1 Notes made pursuant to this clause [ ]15 is binding on all
       Class A-1 Noteholders.

 16.   REPORTS

 16.1  Reports by Class A-1 Note Trustee

       If so required by section 313(a) of the TIA, the Class A-1 Note Trustee
       shall provide to each Class A-1 Noteholder, and such other persons as the
       Class A-1 Note Trustee is required by section 313(c) of the TIA to
       provide reports to, at intervals of not more than 12 months (commencing
       as from the Closing Date) a brief report of the events

                                                                              44
<PAGE>

       referred to in section 313(a) of the TIA that have occurred within the
       preceding 12 months and shall provide such additional reports to Class A-
       1 Noteholders, and such other persons as the Class A-1 Note Trustee is
       required by section 313(c) of the TIA to provide reports to, as are
       required by section 313(b) of the TIA at the times specified in that
       section. A copy of each such report at the time of its provision to Class
       A-1 Noteholders must be copied to the Issuer and the Manager and must be
       filed by the Class A-1 Note Trustee with the Commission and each stock
       exchange, if any, on which the Class A-1 Notes are listed.

 16.2  Reports by Issuer

       The Issuer and the Manager each severally covenants that it will:

       (a)    (Copy Securities Exchange Act Reports to Class A-1 Note Trustee):
              file:

              (i)    with the Commission at such times as are required under the
                     Exchange Act; and
              (ii)   with the Class A-1 Note Trustee, within 15 days after it is
                     required to file the same with the Commission,

              copies of the annual reports and of the information, documents and
              other reports (or copies of such portions of any of the foregoing
              as the Commission may from time to time by rules and regulations
              prescribe), if any, which it may be required to file with the
              Commission pursuant to section 13 or 15(d) of the Exchange Act or,
              if it is not required to file information, documents or reports
              pursuant to either of such sections, then to file with the Class
              A-1 Note Trustee and the Commission, in accordance with the rules
              and regulations prescribed by the Commission, such of the
              supplementary and periodic information, documents and reports
              which may be required pursuant to section 13 of the Exchange Act,
              in respect of a security listed and registered on a national
              securities exchange as may be prescribed in such rules and
              regulations;

       (b)    (Other Reports): file with the Class A-1 Note Trustee and the
              Commission, in accordance with rules and regulations prescribed
              from time to time by the Commission, such additional information,
              documents and reports with respect to compliance by it with the
              conditions and covenants of this Deed as may be required from time
              to time by such rules and regulations; and

       (c)    (Summaries to Class A-1 Noteholders): transmit to Class A-1
              Noteholders, and such other persons as are required by section
              314(a)(3) of the TIA, such summaries of any information, documents
              and reports required to be filed by the Issuer or the Manager
              pursuant to clauses [ ]16.2(a) and (b) as may be required by rules
              and regulations prescribed from time to time by the Commission.

 16.3  Restricted Securities

       The Issuer and the Manager each severally covenants that it will
       forthwith notify the

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<PAGE>

       Class A-1 Note Trustee, if, at any time, after the Closing Date, any
       Class A-1 Notes become "restricted securities" (as defined in Rule
       144(a)(3) of Securities Act of 1933 of the United States of America) and
       during any period during which the Issuer or the Manager is neither
       subject to Sections 13 or 15(d) of the Exchange Act nor exempt from
       reporting pursuant to Rule 12g3-2(d) under the Exchange Act, make
       available to each holder of those Class A-1 Notes in connection with any
       resale of those Class A-1 Notes and to any prospective purchaser of the
       Class A-1 Notes from that holder, in each case upon request, the
       information specified in and meeting the requirements of Rule
       144(A)(d)(4) under the Securities Act.

 17.   CURRENCY INDEMNITY

 17.1  Improper currency receipts

       If any payment is made by the Issuer under this Deed or the Class A-1
       Notes or if the Class A-1 Note Trustee or any Class A-1 Noteholder
       receives or recovers any money under or pursuant to this Deed or the
       Class A-1 Notes in a currency ("Receipt Currency") other than the
       currency in which the money was payable pursuant to the terms of this
       Deed or the Class A-1 Notes ("Agreed Currency"), the Issuer must, as a
       separate and additional liability, pay to the recipient such additional
       amount so that after conversion from the Receipt Currency into the Agreed
       Currency of such money so paid, received or recovered and after the
       payment of all commission and expenses in relation to such conversion the
       recipient will receive net in its hands an amount in the Agreed Currency
       equal to the amount of the money payable under this Deed or the Class A-1
       Notes in the Agreed Currency.

 17.2  Currency indemnity

       If a judgment or an order is rendered by any court or tribunal for the
       payment of any amount payable by the Issuer under this Deed or the Class
       A-1 Notes or for the payment of damages in respect of any breach by the
       Issuer of this Deed or the Class A-1 Notes or any Insolvency Event in
       relation to the Issuer occurs resulting in money being payable or
       receivable in respect of any proof or other claim, and such judgment,
       order, proof or claim is expressed in a currency ("Judgment Currency")
       other than the currency in which the money was payable pursuant to the
       terms of this Deed or the Class A-1 Notes ("Agreed Currency"), the Issuer
       must indemnify and hold harmless and keep indemnified the person with the
       benefit of the judgment, order, proof or claim (as the case may be) (the
       "Receiving Party") against any deficiency in the Agreed Currency in the
       amount received by the Receiving Party arising or resulting from any
       variation as between:

       (a)    (Judgment Rate): the rate of exchange at which the Agreed Currency
              is converted to the Judgment Currency for the purposes of such
              judgment, order, proof or claim; and

       (b)    (Actual Rate): the rate of exchange which the Receiving Party is
              able to purchase the Agreed Currency with the amount of the
              Judgment Currency actually received by the Receiving Party,

                                                                              46
<PAGE>

       and such indemnity will continue in full force and effect notwithstanding
       any such judgment, order, proof or claim.

 17.3  Failure to pay proper currency

       Any payment purportedly pursuant to the terms of this Deed or a Class A-1
       Note in a currency other than the currency in which it is required to be
       paid will not discharge or satisfy the relevant obligation of the payer
       to make the payment except to the extent that, and insofar as, the
       currency in which the payment is required to be made is acquired by sale
       of the currency in which the payment was actually made.

 18.   EXPENSES AND STAMP DUTIES

 18.1  Expenses

       Subject to clause [ ]22, the Issuer will on demand reimburse the Class
       A-1 Note Trustee for and keep the Class A-1 Note Trustee indemnified
       against all expenses including legal costs and disbursements (on a full
       indemnity basis) incurred by the Class A-1 Note Trustee in connection
       with:

       (a)    (Preparation): the preparation and execution of this Deed and any
              subsequent consent, agreement, approval or waiver under this Deed
              or amendment to this Deed;

       (b)    (Enforcement): the exercise, enforcement, preservation or
              attempted exercise enforcement or preservation of any rights under
              this Deed including without limitation any expenses incurred in
              the evaluation of any matter of material concern to the Class A-1
              Note Trustee; and

       (c)    (Governmental Agency): any enquiry by a Governmental Agency
              concerning the Issuer or the Assets of the Series Trust or a
              transaction or activity the subject of the Transaction Documents.

 18.2  Stamp Duties and other Taxes

       The Issuer must pay any stamp and other duties and Taxes, including fines
       and penalties, payable in Australia, the United Kingdom, Belgium,
       Luxembourg or the United States on or in connection with:

       (a)    (Execution of Deed):  the execution, delivery and performance of
              this Deed or any payment, receipt or other transaction
              contemplated by this Deed;

       (b)    (Issue of Class A-1 Notes):  the constitution and original issue
              and delivery of the Class A-1 Notes; and

       (c)    (Proceedings):  any action taken by the Class A-1 Note Trustee or
              (where in accordance with this Deed or the Security Trust Deed the
              Class A-1 Noteholders are entitled to do so) the Class A-1
              Noteholders to enforce the provisions of the Class A-1 Notes, this
              Deed, the Master Trust Deed, the

                                                                              47
<PAGE>

               Series Supplement or the Security Trust Deed.

       The Issuer must indemnify and keep indemnified the Class A-1 Note Trustee
       against any loss or liability incurred or suffered by it as a result of
       the delay or failure by the Issuer to pay any such stamp and other duties
       and Taxes.

 19.   TRUST INDENTURE ACT

 19.1  Certificates and Opinions

       (a)    (Class A-1 Note Conditions Precedent):  Upon any application or
              request by the Issuer to the Class A-1 Note Trustee to take any
              action under any provision of this Deed, the Issuer must furnish
              to the Class A-1 Note Trustee:

              (i)    a certificate from two Authorised Officers of the Issuer
                     stating that all conditions precedent, if any, provided for
                     in this Deed relating to the proposed action have been
                     complied with;
              (ii)   Counsel's Opinion stating that all such conditions
                     precedent, if any, have been complied with; and
              (iii)  if required by the TIA, a certificate from an accountant
                     meeting the applicable requirements of section 314(c)(3) of
                     the TIA,

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

       (b)    (Fair Value):  The Issuer must furnish to the Class A-1 Note
              Trustee a certificate or opinion of an engineer, appraiser or
              other expert as to the fair value:

              (i)    of any property or securities to be released from the
                     Security Interest created by the Security Trust Deed, where
                     this is required by section 314(d)(1) of the TIA;
              (ii)   to the Issuer of any securities the deposit of which with
                     the Issuer is to be made the basis for the release of any
                     property or securities subject to the Security Interest
                     created by the Security Trust Deed, where this is required
                     by section 314(d)(2) of the TIA; and
              (iii)  to the Issuer of any property the subjection of which to
                     the Security Interest created by the Security Trust Deed is
                     to be made the basis for the release of any property or
                     securities subject to the Security Interest created by the
                     Security Trust Deed, where this is required by section
                     314(d)(3) of the TIA,

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

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<PAGE>

       (c)    (Form of Certificates and Opinions):  Every certificate or opinion
              with respect to compliance with a condition or covenant provided
              for in this Deed (other than the certificate referred to in clause
              [ ]6.3(c)(i)) shall include:

              (i)    a statement that each signatory of such certificate or
                     opinion has read such covenant or condition and the
                     definitions used therein;
              (ii)   a brief statement as to the nature and scope of the
                     examination or investigation upon which the statements or
                     opinions contained in such certificate or opinion are
                     based;
              (iii)  a statement that, in the opinion of each such signatory,
                     such signatory has made such examination or investigation
                     as is necessary to enable such signatory to express an
                     informed opinion as to whether or not such covenant or
                     condition has been complied with; and
              (iv)   a statement as to whether, in the opinion of each such
                     signatory such condition or covenant has been complied
                     with.

 19.2  Undertaking for Costs

       (a)    (Undertaking): Subject to clause [ ]19.2(b), all parties to this
              deed agree, and each Class A-1 Noteholder by such Class A-1
              Noteholder's acceptance of the Class A-1 Notes are deemed to have
              agreed, that any court may in its discretion require, in any suit
              for the enforcement of any right or remedy under this Deed, or in
              any suit against the Class A-1 Note Trustee for any action taken,
              suffered or omitted by it as the Class A-1 Note Trustee, the
              filing by any party litigant in such suit of an undertaking to pay
              the costs of such suit, and that such court may in its discretion
              assess reasonable costs, including reasonable attorneys' fees,
              against any party litigant in such suit, having due regard to the
              merits and good faith of the claims or defences made by such party
              litigant.

       (b)    (Exceptions): The provisions of clause [ ]19.2(a) shall not apply
              to:

              (i)    any suit instituted by the Class A-1 Note Trustee;
              (ii)   any suit instituted by any Class A-1 Noteholder, or group
                     of Class A-1 Noteholders, in each case holding in the
                     aggregate Class A-1 Notes with an Invested Amount of more
                     than 10% of the then aggregate Invested Amount of all Class
                     A-1 Notes; or
              (iii)  any suit instituted by any Class A-1 Noteholder for the
                     enforcement of the payment of principal or interest on any
                     Class A-1 Note on or after the respective due dates
                     expressed in such Class A-1 Note and in this Deed.

 19.3  Exclusion of Section 316(a)(1)

       Section 316(a)(1) of the TIA is expressly excluded by this Deed.

 19.4  Unconditional Rights of Class A Noteholders to Receive Principal And
       Interest

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<PAGE>

       Notwithstanding any other provisions in this Deed, any Class A-1
       Noteholder shall have the right, which is absolute and unconditional, to
       receive payment of the principal of and interest, if any, on each Class
       A-1 Note held by it on or after the respective due dates thereof
       expressed in such Class A-1 Note or in this Deed or to institute suit for
       the enforcement of any such payment, and such right shall not be impaired
       without the consent of such Class A-1 Noteholder, except to the extent
       that this Deed or the Security Trust Deed contain provisions limiting or
       denying the right of any Class A-1 Noteholder to institute any such suit,
       if and to the extent that the institution or prosecution thereof or the
       entry of judgment therein would, under applicable law, result in the
       surrender, impairment, waiver, or loss of the Security Interest created
       by the Security Trust Deed upon any property subject to such Security
       Interest.

 19.5  Conflict with Trust Indenture Act

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

 20.   GOVERNING LAW AND JURISDICTION

 20.1  Governing Law

       This Deed is governed by and construed in accordance with the laws of the
       State of New South Wales.

 20.2  Jurisdiction

       (a)    (Submission to jurisdiction): The Issuer, the Class A-1 Note
              Trustee, the Manager and each of the Class A-1 Noteholders each
              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): The Issuer, the Class A-1 Note
              Trustee, the Manager and each of the Class A-1 Noteholders each
              irrevocably waives any objection it may now or in the future have
              to the venue of any such action or proceedings brought in such
              courts and any claim it may now or in the future have that any
              such action or proceedings have been brought in an inconvenient
              forum.

 21.   NOTICES

 21.1  Method of Delivery

       Any notice, request, certificate, approval, demand, consent or other
       communication to

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<PAGE>

       be given under this Deed other than to or by a Class A-1 Noteholder must:

       (a)    (Authorised Officer): be signed by an Authorised Officer of the
              party giving the same;

       (b)  (In writing): be in writing; and

       (c)  (Delivery): 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.

 21.2  Deemed Receipt

       A notice, request, certificate, demand, consent or other communication
       under this Deed other than to or by a Class A-1 Noteholder is deemed to
       have been received:

       (a)    (Delivery): where delivered in person, upon receipt;

       (b)    (Post): where sent by post, on the 3rd (or 7th if posted
              internationally) 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 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.

 21.3  Notices to Class A-1 Noteholders

       Any notice, request, certificate, approval, demand, consent or other
       communication to be given under this Deed to a Class A-1 Noteholder:

       (a)    (Delivery):  will be effectively given if it is given in
              accordance with Condition 11; and

       (b)    (Time): is deemed to have been given at the time specified in
              Condition 11.

 21.4  Notices from Class A-1 Noteholders

       Any notice, request, certificate, approval, document, consent, direction
       or other communication to be given under this Deed by a Class A-1
       Noteholder to any person must:

                                                                              51
<PAGE>

       (a)    (Signed):  be signed by the Class A-1 Noteholder or an attorney of
              the Class A-1 Noteholder;

       (b)    (In writing):  be in writing;

       (c)    (Delivery): 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,

              as set out in the Class A-1 Note Conditions or otherwise as
              notified by that addressee to the Class A-1 Noteholders from time
              to time;

       (d)    (Evidence): be accompanied by such evidence as to its proper
              execution by the Class A-1 Noteholder as the addressee may
              reasonably require,

       and will only be effective upon actual receipt by the addressee.  For the
       purposes of seeking any consent, direction or authorisation from Class A-
       1 Noteholders pursuant to this Deed, the TIA (including section 316 of
       the TIA) or any Transaction Document the Class A-1 Note Trustee may by
       notice to the Class A-1 Noteholders specify a date (not earlier than the
       date of the notice) upon which the Class A-1 Noteholders for the purposes
       of that consent, direction or authorisation will be determined and, if it
       does so, the persons who are the Class A-1 Noteholders and the Invested
       Amount of the Class A-1 Notes held by them will, for the purposes of that
       consent, direction or authorisation, be determined based upon the details
       recorded in the Class A-1 Note Register as at 5.30pm on that date.

 21.5  Issuer and Manager

       Each of the Issuer and the Manager must maintain an office or an agency
       in each of the cities of New York and London where any legal proceedings
       in respect of this Deed or the Class A-1 Notes may be served on it.  The
       Issuer initially appoints:

       (a)  (London): in London, Mallesons Stephen Jaques, London Office,
            Level 2, Aldermary House, 15 Queen Street, London EC4N; and

       (b)  (New York): in New York, [[ ]],

       as its agents for these purposes.  The Manager initially appoints:

       (a)    (London): in London, Commonwealth Bank of Australia, London
              Branch, Senator House, 85 Queen Victoria Street, London EC4V 4HA;
              and

       (b)    (New York): in New York, Commonwealth Bank of Australia, New York
              Branch, 599 Lexington Avenue, New York, New York 10022.

       as its agents for these purposes.

                                                                              52
<PAGE>

 22.   ISSUER'S LIMITED LIABILITY

 22.1  Limitation on Issuer's Liability

       The Issuer enters into this Deed only in its capacity as trustee of the
       Series Trust and in no other capacity. A liability incurred by the Issuer
       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
       Issuer only to the extent to which it can be satisfied out of Assets of
       the Series Trust out of which the Issuer is actually indemnified for the
       liability. This limitation of the Trustee's liability applies despite any
       other provision of this Deed (other than clauses [ ]12.7 and 22.3) and
       extends to all liabilities and obligations of the Issuer in any way
       connected with any representation, warranty, conduct, omission, agreement
       or transaction related to this Deed.

 22.2  Claims against Issuer

       The parties other than the Issuer may not sue the Issuer in respect of
       liabilities incurred by the Issuer 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 Assets of the Series Trust), a liquidator, an administrator,
       or any similar person to the Issuer or prove in any liquidation,
       administration or similar arrangements of or affecting the Issuer (except
       in relation to the Assets of the Series Trust).

 22.3  Breach of Trust

       The provisions of this clause [ ]22 will not apply to any obligation or
       liability of the Issuer to the extent that it is not satisfied because
       under the Master Trust Deed, the Series Supplement or any other
       Transaction Document 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 Issuer's fraud, negligence or wilful default
       and will not apply to any obligation or liability of the Issuer to pay
       amounts from its personal funds pursuant to clause [ ]12.7.

 22.4  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 Issuer (including any related
       failure to satisfy its obligations or any breach of representation or
       warranty under this Deed) will be considered fraudulent, negligent or a
       wilful default for the purpose of clause [ ]22.3 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 Issuer under any
       Transaction Document (other than a person whose acts or omissions the
       Issuer 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.

 22.5  No Authority

                                                                              53
<PAGE>

       No attorney or agent appointed in accordance with this Deed has authority
       to act on behalf of the Issuer in a way which exposes the Issuer to any
       personal liability and no act or omission of any such person will be
       considered fraud, negligence or wilful default of the Issuer for the
       purposes of clause [ ]22.3.

 22.6  No Obligation

       (a)    (Obligations under this Deed or any Transaction Document):  The
              Issuer 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 [ ]22.  For the avoidance of doubt, the Issuer 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 [ ]22.

       (b)    (Obligations not contained in this Deed or any Transaction
              Document): The Issuer 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 Issuer in its absolute discretion.

 23.   MISCELLANEOUS

 23.1  Assignment by Issuer

       The Issuer will not assign or otherwise transfer the benefit of this Deed
       or any of its rights, duties or obligations under this Deed except to a
       Substitute Trustee which is appointed as a successor trustee of the
       Series Trust under and in accordance with the Master Trust Deed.

 23.2  Assignment by Manager

       The Manager will not assign or otherwise transfer the benefit of this
       Deed or any of its rights, duties or obligations under this Deed except
       to a Substitute Manager which is appointed as a successor manager of the
       Series Trust under and in accordance with the Master Trust Deed.

 23.3  Assignment by Class A-1 Note Trustee

       The Class A-1 Note Trustee will not assign or otherwise transfer all or
       any part of the benefit of this Deed or any of its rights, duties and
       obligations under this Deed except to a Substitute Class A-1 Note Trustee
       which is appointed as a successor trustee under and in accordance with
       this Deed.

 23.4  Certificate of Class A-1 Note Trustee

       A certificate in writing signed by an Authorised Officer of the Class A-1
       Note Trustee certifying any act, matter or thing relating to this Deed is
       conclusive and binding on the

                                                                              54
<PAGE>

       Issuer in the absence of manifest error on the face of the certificate.

 23.5  Continuing Obligation

       This Deed is a continuing obligation notwithstanding any settlement of
       account intervening payment express or implied revocation or any other
       matter or thing whatsoever until a final discharge of this Deed has been
       given to the Issuer.

 23.6  Settlement Conditional

       Any settlement or discharge between the Issuer and the Class A-1 Note
       Trustee is conditional upon any security or payment given or made to the
       Class A-1 Note Trustee by the Issuer or any other person in relation to
       the Secured Moneys not being avoided repaid or reduced by virtue of any
       provision or enactment relating to bankruptcy insolvency or liquidation
       for the time being in force and, in the event of any such security or
       payment being so avoided repaid or reduced the Class A-1 Note Trustee is
       entitled to recover the value or amount of such security or payment
       avoided, repaid or reduced from the Issuer subsequently as if such
       settlement or discharge had not occurred.

 23.7  Interest on Judgment

       If a liability under this Deed (other than a liability for negligence,
       fraud or wilful default of the Issuer under the Transaction Documents)
       becomes merged in a judgment or order then the Issuer as an independent
       obligation will pay interest to the Class A-1 Note Trustee on the amount
       of that liability at a rate being the higher of the rate payable pursuant
       to the judgment or order and the highest rate payable on the Class A-1
       Notes from the date it becomes payable until it is paid.

 23.8  Severability of Provisions

       Any provision of this Deed which is illegal, void or unenforceable in any
       jurisdiction is ineffective in that jurisdiction to the extent only of
       such illegality, voidness or unenforceability without invalidating the
       remaining provisions of this Deed or the enforceability of that provision
       in any other jurisdiction.

 23.9  Remedies Cumulative

       The rights and remedies conferred by this Deed upon the Class A-1 Note
       Trustee are cumulative and in addition to all other rights or remedies
       available to the Class A-1 Note Trustee by Statute or by general law.

 23.10 Waiver

       A failure to exercise or enforce or a delay in exercising or enforcing or
       the partial exercise or enforcement of any right, remedy, power or
       privilege under this Deed

                                                                              55
<PAGE>

       by the Class A-1 Note Trustee will not in any way preclude or operate as
       a waiver of any further exercise or enforcement of such right, remedy,
       power or privilege or the exercise or enforcement of any other right,
       remedy, power or privilege under this Deed or provided by law.

 23.11 Written Waiver, Consent and Approval

       Any waiver, consent or approval given by the Class A-1 Note Trustee under
       this Deed will only be effective and will only be binding on the Class A-
       1 Note Trustee if it is given in writing or given verbally and
       subsequently confirmed in writing and executed by the Class A-1 Note
       Trustee or on its behalf by an Authorised Officer for the time being of
       the Class A-1 Note Trustee.

 23.12 Time of Essence

       Time is of the essence in respect of the Issuer's obligations under this
       Deed.

 23.13 Moratorium Legislation

       To the fullest extent permitted by law, the provisions of all Statutes
       operating directly or indirectly:

       (a)    (Lessen Obligations): to lessen or otherwise to vary or affect in
              favour of the Issuer any obligation under this Deed; or

       (b)    (Delay Exercise of Powers): to delay or otherwise prevent or
              prejudicially affect the exercise of any powers conferred on the
              Class A-1 Note Trustee under this Deed,

       are expressly waived negatived and excluded.

 23.14 Binding on Each Signatory

       This Deed binds each of the signatories to this Deed notwithstanding that
       any one or more of the named parties to this Deed does not execute this
       Deed, that there is any invalidity forgery or irregularity touching any
       execution of this Deed or that this Deed is or becomes unenforceable void
       or voidable against any such named party.

 23.15 Counterparts

       This Deed may be executed in a number of counterparts and all such
       counterparts taken together is deemed to constitute one and the same
       instrument.


EXECUTED as a deed.

Executed as a deed by THE BANK OF NEW                      )
 YORK, acting by:                                          )
                                                           )
under the authority of that company
 in the presence of:

                                                                              56
<PAGE>

---------------------------------
(Signature of Witness)

---------------------------------
(Name of Witness in Full)


SIGNED SEALED AND DELIVERED                             )
for and on behalf of SECURITISATION                     )
 ADVISORY SERVICES PTY. LIMITED,                        )
ACN 064 133 946, by                                     )
                                                        )----------------------
its Attorney under a Power of Attorney dated            )(Signature of Attorney)
 and who declares that he or                            )
 she has not received any notice of the                 )
 revocation of 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                           )----------------------
                                                        )(Signature of Attorney)
its Attorney under a Power of Attorney dated            )
 and who declares that he or she                        )
 has not received any notice of the revocation          )
 of such Power of Attorney in the presence of:          )




---------------------------------
(Signature of Witness)


---------------------------------
(Name of Witness in Full)

                                                                              57
<PAGE>

                                   SCHEDULE 1

                             FORM OF CLASS A-1 NOTE

Registered                  CUSIP No:                    $[             ]
No. R-                      ISIN No.:
                            Common Code:

Unless this Class A-1 Note is presented by an authorised representative of The
Depository Trust Company, a New York corporation, ("DTC") to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Class A-1 Note issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorised representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorised representative of DTC), any transfer, pledge or other use of the
Class A-1 Note for value or otherwise by or to any person is wrongful inasmuch
as the registered owner hereof, Cede & Co., has an interest in this Class A-1
Note.

[The above paragraph is to appear in the Class A-1 Book Entry Notes only.]

The principal of this Class A-1 Note is payable in instalments and may be
subject to charge-offs or exchange as set forth below, in the Class A-1 Note
Trust Deed and in the Class A-1 Note Conditions.  Accordingly, the outstanding
principal amount of this Class A-1 Note at any time may be less than the amount
shown on the face of this Class A-1 Note.


               PERPETUAL TRUSTEE COMPANY LIMITED, ACN 000 001 007
  (a limited liability company incorporated under the law of New South Wales,
                                   Australia)
 in its capacity as trustee of the Series 2000-1G Medallion Trust (the "Series
                                    Trust")
                                 (the "Issuer")

                                 CLASS A-1 NOTE

This Class A-1 Note is issued by the Issuer in an initial aggregate principal
amount of US$ [[ ]] (the "Class A-1 Notes") and is:

(a)    constituted by a Class A-1 Note Trust Deed (the "Class A-1 Note Trust
       Deed") dated [[ ]] made between the Issuer, Securitisation Advisory
       Services Pty Limited, ACN 064 133 946, (the "Manager") and The Bank of
       New York, New York Branch (the "Class A-1 Note Trustee"); and

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

       (i)    a Master Trust Deed (the "Master Trust Deed") dated 8 October 1997
              made between the Manager and Perpetual Trustee Company Limited as
              amended from time to time;
       (ii)   a Series Supplement (the "Series Supplement") dated [[ ]] made
              between Commonwealth Bank of Australia, ACN 123 123 124, the
              Manager and the Issuer;
       (iii)  a Security Trust Deed (the "Security Trust Deed") dated [[ ]] made
              between

                                                                              58
<PAGE>

              the Issuer, the Manager, the Class A-1 Note Trustee and P.T.
              Limited, ACN 004 454 666;
       (iv)   the Agency Agreement (the "Agency Agreement") dated [.] made
              between the Issuer, the Class A-1 Note Trustee, the Manager, The
              Bank of New York, New York Branch as Principal Paying Agent, Agent
              Bank and Class A-1 Note Registrar and The Bank of New York, London
              Branch  as Paying Agent;
       (iv)   the Class A-1 Note Trust Deed; and
       (v)    the Class A-1 Note Conditions as set out in the Annexure to this
              Class A-1 Note (the "Class A-1 Note Conditions").

Unless defined in this Class A-1 Note, words and phrases defined in either or
both of the Class A-1 Note Trust Deed and the Class A-1 Note Conditions have the
same meaning in this Class A-1 Note.  Where there is any inconsistency in a
definition between the Class A-1 Note Trust Deed and the Class A-1 Note
Conditions, the Class A-1 Note Trust Deed prevails.

If this Class A-1 Note is a Class A-1 Book-Entry Note and the Issuer is obliged
to issue Class A-1 Definitive Notes under clause [ ]3.4(a) of the Class A-1 Note
Trust Deed, this Class A-1 Note will be exchangeable in whole upon its surrender
at the offices of the Class A-1 Note Registrar as specified in the Class A-1
Note Conditions or notified to Class A-1 Noteholders from time to time (or such
other place as the Class A-1 Note Trustee may agree) for Class A-1 Definitive
Notes and the Issuer shall execute and procure that the Class A-1 Note Trustee
authenticates and delivers in full exchange for this Class A-1 Note, Class A-1
Definitive Notes in aggregate principal amount equal to the then Invested Amount
of this Class A-1 Note subject to and in accordance with clause [ ]3.4(b) of the
Class A-1 Note Trust Deed.  The Issuer is not obliged to issue Class A-1
Definitive Notes until 30 days after the occurrence of an event set out in
clause [ ]3.4(a) of the Class A-1 Note Trust Deed.

The Issuer, in its capacity as trustee of the Series Trust, subject to and in
accordance with this Class A-1 Note, the Class A-1 Note Conditions, the Agency
Agreement the Series Supplement and the Class A-1 Note Trust Deed, promises to
pay to [[ ]] as the registered holder of this Class A-1 Note, or to registered
assigns of this Class A-1 Note, the principal sum of US$ [[ ]] (or such part of
that amount as may become repayable under the Class A-1 Note Conditions, the
Series Supplement and the Class A-1 Note Trust Deed) on such date(s) as that
principal sum (or any part of it) becomes repayable in accordance with the Class
A-1 Note Conditions, the Series Supplement and the Class A-1 Note Trust Deed and
to pay interest in arrear on each Distribution Date on the Invested Amount of
this Class A-1 Note at rates determined in accordance with Condition 6 of the
Class A-1 Note Conditions.  The Class A-1 Definitive Notes to be issued on that
exchange will be in registered form each in the denomination of US$100,000 or
integral multiples thereof. If the Issuer fails to meet its obligations to issue
Class A-1 Definitive Notes, this shall be without prejudice to the Issuer's
obligations with respect to the Class A-1 Notes under the Class A-1 Note Trust
Deed, the Master Trust Deed, the Series Supplement, the Agency Agreement and
this Class A-1 Note.

Payments of interest on this Class A-1 Note due and payable on each Distribution
Date, together with the instalment of principal, if any, shall be payable in
accordance with Condition [ ]8.1 of the Class A-1 Note Conditions and the Agency
Agreement.  If this Class A-1 Note is a Class A-1 Book-Entry Note such payments
will be made to the nominee of the Depository (initially, such nominee to be
Cede & Co.) and each of the persons appearing from time to time in the records

                                                                              59
<PAGE>

of DTC as the holder of a beneficial interest in a Class A-1 Note will be
entitled to receive any payment so made in respect of that Class A-1 Note only
in accordance with the respective rules and procedures of DTC.  Such persons
will have no claim directly against the Issuer in respect of payments due on the
Class A-1 Notes which must be made by the holder of this Class A-1 Note, for so
long as this Class A-1 Note is outstanding.

On any payment of principal and/or interest on the Class A-1 Notes details of
that payment shall be endorsed by or on behalf of the Issuer in the Class A-1
Note Register and, in the case of payments of principal, the Invested Amount and
the Stated Amount of the Class A-1 Notes shall be reduced for all purposes by
the amount so paid and endorsed in the Class A-1 Note Register. Any such record
shall be prima facie evidence that the payment in question has been made.

This Class A-1 Note shall not become valid for any purpose unless and until the
Certificate of Authentication attached has been signed by an Authorised Officer
or other duly appointed representatives of the Class A-1 Note Trustee.

This Class A-1 Note is governed by, and shall be construed in accordance with,
the laws of New South Wales, Australia.

If this Class A-1 Note is a Class A-1 Book-Entry Note, this Class A-1 Note is a
global note.

IN WITNESS the Issuer has caused this Class A-1 Note to be signed manually by a
person duly authorised on its behalf

PERPETUAL TRUSTEE COMPANY LIMITED by:


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


IMPORTANT NOTES:

Neither the Manager nor the Issuer is under any obligation at any time to
repurchase any Class A-1 Notes from Class A-1 Noteholders.

This Class A-1 Note is not a certificate of title and the Class A-1 Note
Register on which these Class A-1 Notes are registered is the only conclusive
evidence of the title of the abovementioned person to the Class A-1 Notes.

The Issuer issues this Class A-1 Note only in its role as trustee of the Series
Trust.  Any obligation or liability of the Issuer arising under or in any way
connected with the Series Trust under the Master Trust Deed, the Series
Supplement, the Class A-1 Note Trust Deed this Class A-1 Note or any other
Transaction Document to which the Issuer 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
Issuer is actually indemnified for the obligation or liability.  This limitation
will not apply to any obligation or liability of the Issuer only to the extent
that it is not so satisfied because of any fraud, negligence or wilful default
on the part of the Issuer.  The Issuer 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 Issuer is liable for in accordance with any Transaction
Document).

                                                                              60
<PAGE>

Transfers of the Class A-1 Notes must be pursuant to the annexed form of
assignment and otherwise in accordance with clause [ ]5 of the Agency Agreement.

None of the Manager or the Commonwealth Bank of Australia, ACN 123 123 124 (the
"Bank") as the Seller and Servicer, or any other member of the Commonwealth Bank
group or the Issuer in its personal capacity or as trustee of any other trust
guarantees the payment or repayment of any principal, interest or other amounts
owing in respect of the Class A-1 Notes.

The Class A-1 Notes 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 Class A-1 Notes 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 Class A-1 Notes, or the Assets held by the Series Trust.

                                                                              61
<PAGE>

                         CERTIFICATE OF AUTHENTICATION

This Class A-1 Note is authenticated by The Bank of New York, New York Branch as
Class A-1 Note Trustee and until so authenticated shall not be valid for any
purpose.

THE BANK OF NEW YORK, NEW YORK BRANCH by:


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

                                                                              62
<PAGE>

                                   ASSIGNMENT



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

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

 ______________________________________________________________________________
                         (name and address of assignee)

the within Class A-1 Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________________, attorney, to transfer said
Class A-1 Note on the books kept for registration thereof, with full power of
substitution in the premises.

Dated: ____________________ ___________________________________ *

                            Signature Guaranteed:



                            ____________________________________

                            Signatures must be guaranteed by an "eligible
                            guarantor institution" meeting the requirements of
                            the Class A-1 Note Registrar, which requirements
                            include membership or participation in STAMP or such
                            other "signature guarantee program" as may be
                            determined by the Class A-1 Note Registrar in
                            addition to, or in substitution for, STAMP, all in
                            accordance with the Securities Exchange Act of 1934,
                            as amended.


____________________________

* Note:  The signatures to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Class A-1 Note in every
particular without alteration, enlargement or any change whatsoever.

                                                                              63
<PAGE>

                                    ANNEXURE

       Terms and Conditions of the Class A-1 Notes

       The following, subject to amendments, are the terms and conditions of the
       Class A-1 Notes, substantially as they will appear on the reverse of any
       Class A-1 Notes. Class A-1 Notes will initially be issued in book entry
       form. Class A-1 Notes in definitive form will only be issued in limited
       circumstances. While the Class A-1 Notes remain in book entry form, the
       same terms and conditions govern them, except to the extent that they are
       appropriate only to the Class A-1 Notes in definitive form. [[ ] A
       summary of the provisions applicable to the Class A-1 Notes while in book
       entry form, including the circumstances in which Class A-1 Notes in
       definitive form will be issued, is set out in "Description of the Class
       A-1 Notes - Form of the Class A-1 Notes" of this prospectus.]

       [[ ]Sections in italics are included by way of explanation only and do
       not constitute part of the terms and conditions of the Class A-1 Notes.]

1.     General

       The issue of the US$[[ ]1,000,000,000] Class A-1 Mortgage Backed Floating
       Rate Notes due [ ] July 2031 (the "Class A-1 Notes"), the A$[[
       ]300,000,000] Class A-2 Mortgage Backed Floating Rate Notes due [ ] July
       2031 (the "Class A-2 Notes" and together with the Class A-1 Notes, the
       "Class A Notes") and the A$[[ ]15,000,000] Class B Mortgage Backed
       Floating Rate Notes due [ ] July 2031 (the "Class B Notes") (together the
       "Notes") by Perpetual Trustee Company Limited, ACN 000 001 007,
       ("Perpetual") in its capacity as trustee of the Series 2000-1G Medallion
       Trust (the "Series Trust") (Perpetual in such capacity, the "Issuer") was
       authorised by a resolution of the board of directors of Perpetual passed
       on [[ ]].

       The Class A-1 Notes: (a) are constituted by a Class A-1 Note Trust Deed
       (the "Class A-1 Note Trust Deed") dated [[ ]] made between the Issuer,
       Securitisation Advisory Services Pty Limited, ACN 064 133 946, (the
       "Manager") and The Bank of New York, New York Branch (the "Class A-1 Note
       Trustee") as trustee for the several persons who are for the time being
       registered holders of the Class A-1 Notes (each a "Class A-1 Noteholder"
       and together the "Class A-1 Noteholders"); and (b) are issued subject to,
       and with the direct or indirect benefit of, amongst other things (i) a
       Master Trust Deed (the "Master Trust Deed") dated 8 October 1997 made
       between the Manager and Perpetual, as amended from time to time; (ii) a
       Series Supplement (the "Series Supplement") dated [[ ]] made between
       Commonwealth Bank of Australia, ACN 123 123 124 (generally the "Bank" and
       in its respective capacities under the Series Supplement the "Seller" and
       the initial "Servicer"), the Manager and the Issuer; (iii) a Security
       Trust Deed (the "Security Trust Deed") dated [[ ]] made between the
       Issuer, the Manager, the Class A-1 Note Trustee and P.T. Limited, ACN 004
       454 666 (the "Security Trustee"); (iv) the Class A-1 Note Trust Deed; (v)
       these terms and conditions (the "Conditions"); and (vi) the Agency
       Agreement (as defined below).

       Certain provisions of these Conditions (including the definitions herein)
       are summaries of the Transaction Documents (as defined in Condition [ ]
       3) and are subject to the detailed provisions of the Transaction
       Documents, a copy of which may be inspected as indicated in Condition [ ]
       3.

       Payments of interest and principal, and the calculation of certain
       amounts and rates, under these Conditions in respect of the Class A-1
       Notes will be made pursuant to an Agency Agreement (the "Agency
       Agreement") dated [.] made between the Issuer, the Class A-1 Note
       Trustee, the Manager, The Bank of New York, New York Branch, as the
       initial principal paying agent (the "Principal Paying Agent") (together
       with any other paying agent appointed from time to time under the Agency
       Agreement, the "Paying Agents"), as the initial agent bank (the "Agent
       Bank") and as the initial Class A-1 note registrar (the "Class A-1 Note
       Registrar") and The Bank of New York, London Branch as an initial paying
       agent.

       The Issuer has entered into ISDA Master Agreements (each a "Currency Swap
       Agreement") with Merrill Lynch Capital Services Inc. and Commonwealth
       Bank of Australia (each a "Currency Swap Provider") and the Manager, each
       together with a schedule and a credit support annex and a confirmation
       relating thereto in respect of the Class A-1 Notes (each such
       confirmation documenting a "Class A-1 Currency Swap").

       The Class A-1 Notes will on issue be listed on the London Stock Exchange
       Limited (the "London Stock Exchange").

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

2.     Definitions and Interpretation

2.1    Incorporated Definitions and other Provisions

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       Where in these Conditions 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, to
       that other Transaction Document or to that provision (as the case may be)
       will be of no effect for the purposes of these Conditions unless and
       until the amendment: (a) if it does not effect a Payment Modification (as
       defined in Condition 10.3) is either: (i) if the Class A-1 Note Trustee
       is of the opinion that the amendment will not be materially prejudicial
       to the interests of the Class A-1 Noteholders, consented to by the Class
       A-1 Note Trustee; or (ii) otherwise, approved by a Special Majority (as
       defined in Condition 10.3) of the Class A-1 Noteholders under the Class
       A-1 Note Trust Deed; or (b) if the amendment does effect a Payment
       Modification (as defined in Condition 10.3), is consented to by each
       Class A-1 Noteholder.

2.2    Interpretation

       In these Conditions, unless the context otherwise requires: (a) a
       reference to a party includes that party's executors, administrators,
       successors, substitutes and assigns, including any person replacing that
       party by way of novation; (b) a reference to any regulation or to any
       section or provision thereof includes any statutory modification or re-
       enactment or any statutory provision substituted therefor and all
       ordinances, by-laws, regulations and other statutory instruments issued
       thereunder; (c) subject to Condition [ ] 2.1, a reference to any document
       or agreement is a reference to such document or agreement as amended,
       varied, supplemented or replaced from time to time; (d) words importing
       the singular include the plural (and vice versa); (e) words denoting a
       given gender include all other genders; and (f) headings are for
       convenience only and do not affect the interpretation of these
       Conditions.

2.3    Calculations

       Except as expressly provided otherwise in these Conditions, all
       calculations in a given currency under these Conditions will be rounded
       down to the nearest cent in that currency and all other calculations and
       percentages determined hereunder will be rounded down to the nearest 4
       decimal places.

3.     Class A-1 Noteholders Bound

       The Class A-1 Noteholders are bound by, and are deemed to have notice of,
       all the provisions of the Transaction Documents.  A copy of each
       Transaction Document is available for inspection during normal business
       hours on New York business days at the registered office for the time
       being of the Class A-1 Note Trustee (which is, at the date of these
       Conditions, 101 Barclay Street, 21W, New York, New York, 10286 ).

       "Transaction Documents" means the Master Trust Deed in so far as it
       relates to the Series Trust, the Series Supplement, the Currency Swap
       Agreements, the Interest Rate Swap Agreement, the Liquidity Facility
       Agreement, the Standby Redraw Facility Agreement, the GEMICO Mortgage
       Insurance Policies, the Security Trust Deed, the Dealer Agreement, the
       Underwriting Agreement, the Class A-1 Note Trust Deed, these Conditions,
       the Agency Agreement and any other document which is agreed by the

                                                                              65
<PAGE>

       Manager and the Issuer to be a Transaction Document in relation to the
       Series Trust.

       "Dealer Agreement", "GEMICO Mortgage Insurance Policies", "Interest Rate
       Swap Agreement", "Liquidity Facility Agreement", "Standby Redraw Facility
       Agreement" and "Underwriting Agreement" have the same respective meanings
       as in the Series Supplement.  [[ ] Further details of these documents are
       contained in "The Mortgage Insurance Policies", "Description of the Class
       A-1 Notes - The Interest Rate Swaps", "Description of the Transaction
       Documents - The Liquidity Facility, - The Standby Redraw Facility", "Plan
       of Distribution" and "Listing and General Information - Transaction
       Documents Available for Inspection" of this prospectus.]

4.     Form, Denomination and Title of and to, and the issue of definitive,
       Class A-1 Notes

4.1    Form and Denomination

       The Class A-1 Notes will be issued in registered form, without interest
       coupons, in minimum denominations of US$100,000 or integral multiples
       thereof.  The initial principal amount of each Class A-1 Note (the
       "Initial Invested Amount" in relation to that Class A-1 Note) will be
       stated on its face.

4.2    Title

       Title to the Class A-1 Notes will only be shown on, and will only pass by
       registration in, the register (the "Class A-1 Note Register") maintained
       by the Class A-1 Note Registrar in accordance with the Agency Agreement.
       Class A-1 Notes may be transferred, or may be exchanged for other Class
       A-1 Notes in any authorised denominations and a like Invested Amount (as
       defined in Condition [ ]6.4), upon the surrender of the Class A-1 Notes
       to be transferred or exchanged duly endorsed with or accompanied by a
       written instrument of transfer and exchange duly executed (with such
       execution guaranteed by an eligible guarantor institution) and the
       provision of such other documents as the Class A-1 Note Registrar may
       reasonably require, to a specified office of the Class A-1 Note Registrar
       (as set out at the end of these Conditions or otherwise notified to Class
       A-1 Noteholders) subject to and in accordance with the Agency Agreement.
       No service charge may be made for any transfer or exchange, but the Class
       A-1 Note Registrar may require payment by the Class A-1 Noteholder of a
       sum sufficient to cover any tax or other governmental charge that may be
       imposed in connection with any transfer or exchange of Class A-1 Notes.
       The Class A-1 Note Registrar need not register transfers or exchanges of
       Class A-1 Notes for a period of 30 days preceding the due date for any
       payment with respect to the Class A-1 Notes or for a period, not
       exceeding 30 days, specified by the Class A-1 Note Trustee prior to any
       meeting, which includes Class A-1 Noteholders, under the Master Trust
       Deed or the Security Trust Deed. The Issuer, the Class A-1 Note Trustee,
       the Manager, the Agent Bank and each Paying Agent may accept the
       correctness of the Class A-1 Note Register and any information provided
       to it by the Class A-1 Note Registrar and is not required to enquire into
       its authenticity. None of the Issuer, the Class A-1 Note Trustee, the
       Manager, the Agent Bank, any Paying Agent or the Class A-1 Note Registrar
       is liable for any mistake in the Class A-1 Note Register or in any
       purported copy except to the extent that the mistake is attributable to
       its own fraud, negligence or wilful default.

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<PAGE>

5.     Status, Security and Relationship between the Class A-1 Notes, the Class
       A-2 Notes, the Class B Notes and the Redraw Bonds

5.1    Status of the Securities

       The Notes and the Redraw Bonds (as defined in Condition [ ] 5.6)
       (together the "Securities") are direct, secured (as described in
       Condition [ ] 5.2) limited recourse (as described in Condition [ ] 5.3)
       obligations of the Issuer.

5.2    Security

       The obligations of the Issuer under the Securities are (amongst the other
       payment obligations of the Issuer comprising the Secured Moneys (as
       defined below)) secured, pursuant to the Security Trust Deed, in favour
       of the Security Trustee as trustee for the Secured Creditors (as defined
       below), by a floating charge (the "Charge") over all of the assets and
       property, real and personal (including choses in action and other
       rights), tangible and intangible, present or future, of the Series Trust
       (the "Charged Property").  The Charged Property includes an equitable
       interest in certain mortgage loans, and related mortgages, acquired by
       the Issuer from the Seller.  The Charge is a first ranking security,
       subject only to the Prior Interest in the Charged Property.

       [[ ] Further details regarding the Charged Property are contained in
       "Description of the Assets of the Trust" of this prospectus]

       "Class A Noteholders" means the Class A-1 Noteholders and the Class A-2
       Noteholders (as defined in the Series Supplement).

       "Invested Amount" in relation to a Class A-1 Note is defined in Condition
       [ ]6.4 and in relation to a Class A-2 Note, Class B Note or Redraw Bond
       means (as defined in the Series Supplement) A$100,000 less the aggregate
       of all amounts previously paid in relation to that Note or Redraw Bond on
       account of principal pursuant to clause [ ]10.3(c) of the Series
       Supplement.

       "Prior Interest" means the lien over, and right of indemnification from,
       the Charged Property held by the Issuer under, and calculated in
       accordance with, the Master Trust Deed for the fees, costs, charges and
       expenses incurred by or payable to the Issuer (in its capacity as trustee
       of the Series Trust) in accordance with the Master Trust Deed and the
       Series Supplement (other than the Secured Moneys) which are unpaid or
       paid by the Issuer but not reimbursed to the Issuer from the assets and
       property of the Series Trust.

       "Secured Creditors" means the Class A-1 Note Trustee (in its personal
       capacity and as trustee of the Class A-1 Trust established under the
       Class A-1 Note Trust Deed), each Paying Agent, each Securityholder, each
       Hedge Provider, the Liquidity Facility Provider (as defined in the Series
       Supplement), the Standby Redraw Facility Provider (as defined in the
       Series Supplement), the Servicer and the Seller.

       "Secured Moneys" means, without double counting, the aggregate of all
       moneys owing to the Security Trustee or to a Secured Creditor under any
       of the Transaction

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<PAGE>

       Documents, whether such amounts are liquidated or not or are contingent
       or presently accrued due, and includes all rights sounding in damages
       only provided that:

       (a)    the amount owing by the Issuer in relation to the principal
              component of a Security is to be calculated by reference to the
              Invested Amount of that Security;

       (b)    the amount owing by the Issuer in relation to the principal
              component of the Standby Redraw Facility Agreement is to be
              calculated by reference to the aggregate of the Standby Redraw
              Facility Principal and the Unreimbursed Principal Charge-offs in
              relation to the Standby Redraw Facility Principal; and

       (c)    the Secured Moneys do not include any fees or value added tax
              payable to the Class A-1 Note Trustee or an Agent referred to in
              clause [ ]12.7 of the Class A-1 Note Trust Deed or Clause [ ]12.6
              of the Agency Agreement.

       "Securityholders" means the Class A Noteholders, the Class B Noteholders
       (as defined in the Series Supplement) and the Redraw Bondholders (as
       defined in the Series Supplement).

5.3    Limited Recourse

       The liability of the Issuer to make interest and principal payments on
       the Class A-1 Securities is limited, except in certain circumstances
       described in Condition [ ]12, to the assets and property of the Series
       Trust available for this purpose in accordance with, and subject to the
       order of priority of payments in, the Series Supplement (prior to
       enforcement of the Charge) or the Security Trust Deed (following
       enforcement of the Charge).

       The net proceeds of realisation of the assets and property of the Series
       Trust (including following enforcement of the Charge) may be insufficient
       to pay all amounts due to the Class A-1 Noteholders and any other amounts
       ranking in priority to or equally with amounts due to the Class A-1
       Noteholders.  Except in the limited circumstances described in Condition
       [ ]12, the assets of Perpetual held in its personal capacity will not be
       available for payment of any shortfall arising and all claims in respect
       of such shortfall will be extinguished.  The assets of Perpetual held in
       its capacity as trustee of any other trust (including any other series
       trust established pursuant to the Master Trust Deed) will not in any
       circumstances be available to pay any amounts due to Class A-1
       Noteholders.

       None of the Bank, the Manager, the Class A-1 Note Trustee, the Security
       Trustee, any Agent, each Currency Swap Provider or the Managers (as
       defined in the Underwriting Agreement), amongst others, has any
       obligation to any Class A-1 Noteholder for payment of any amount owed by
       the Issuer in respect of the Class A-1 Notes.

5.4    No Preference within the Class A-1 Notes

       The Class A-1 Notes rank equally and rateably and without any preference
       or priority

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<PAGE>

       among themselves.

5.5    Ranking of Class A-1 and Class A-2 Notes

       Prior to the enforcement of the Charge, under the Series Supplement the
       Class A-1 Notes and Class A-2 Notes will rank equally and rateably in
       relation to the payment of interest and the repayment of principal (the
       amounts payable by the Issuer under the Series Supplement in relation to
       the Class A-1 Notes will be calculated by reference to the applicable
       Australian dollar amounts payable by the Issuer to the Currency Swap
       Providers, which rank equally and rateably with amounts payable in
       respect of the Class A-2 Notes, which in turn will be applied to meet the
       payment of interest and the repayment of principal (as applicable) on the
       Class A-1 Notes as explained, respectively, in Conditions [ ] 6.9 and
       7.2). Following enforcement of the Charge, under the Security Trust Deed
       the payment of amounts owing in relation to the Class A-1 Notes and the
       Class A-2 Notes will rank rateably (the amounts owing in respect of the
       Class A-1 Notes will, for the purposes of determining distributions to,
       and allocations between, the Class A-1 Noteholders, the Class A-2
       Noteholders and the other Secured Creditors, be converted into A$ in
       accordance with the Security Trust Deed).

5.6    Issue of Redraw Bonds

       Under the Series Supplement, the Issuer is entitled to issue debt
       securities ("Redraw Bonds") from time to time at the direction of the
       Manager.  If prior to a Determination Date, the Manager considers that
       the aggregate of:

       (a)    the Principal Collections, the Principal Charge-Off Reimbursements
              (as defined in Condition [ ] 7.10) and the Other Principal Amounts
              for the Collection Period ending on the Determination Date; and

       (b)    the Standby Redraw Facility Advance (as hereinafter defined) (if
              any) to be made on the next Distribution Date (as defined in
              Condition [ ] 6.2),

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

       (c)  the Seller Advances; and

       (d)    the Standby Redraw Facility Principal,

       that the Manager estimates will be outstanding on the Determination Date,
       the Manager may direct the Issuer to issue Redraw Bonds for a principal
       amount specified in the direction.  The maximum Stated Amount (as
       hereinafter defined) of the Redraw Bonds outstanding on any Distribution
       Date (after taking into account any expected repayment of principal on
       the Redraw Bonds on that Distribution Date) must not exceed the Redraw
       Bond Principal Limit.

       "Collection Period", "Determination Date", "Other Principal Amount",
       "Principal Collections", "Redraw Bond Principal Limit", "Seller Advance",
       "Standby Redraw

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<PAGE>

       Facility Advance", "Standby Redraw Facility Principal" and "Stated
       Amount" in relation to the Redraw Bonds have the same respective meanings
       as in the Series Supplement. [[ ] For a description of these, see
       "Description of the Class A-1 Notes - Key Dates and Periods, -
       Determination of the Available Principal Amount and - Redraws" and
       "Glossary" of this prospectus.]

       Prior to the enforcement of the Charge, under the Series Supplement: (i)
       the payment of interest on the Redraw Bonds will rank equally and
       rateably with the payment of interest on the Class A Notes (or, in the
       case of the Class A-1 Notes, equally and rateably with the payment of the
       relevant A$ amount by the Issuer to the Currency Swap Providers which in
       turn will be applied to meet the payment of interest on the Class A-1
       Notes as explained in Condition [ ] 6.9); and (ii) the repayment of
       principal on the Redraw Bonds will rank ahead of the repayment of
       principal on the Class A Notes (or, in the case of the Class A-1 Notes,
       ahead of the payment of the relevant A$ amount by the Issuer to the
       Currency Swap Providers which in turn will be applied to meet the
       repayment of principal on the Class A-1 Notes as explained in Condition
       [] 7.2).

       Following the enforcement of the Charge, under the Security Trust Deed
       the payment of amounts owing in relation to the Redraw Bonds will rank
       rateably with the payment of amounts owing in relation to the Class A
       Notes (the amounts owing in respect of the Class A-1 Notes will, for the
       purposes of determining distributions to, and allocations between, the
       Class A-1 Noteholders and Redraw Bondholders and other Secured Creditors,
       be converted into A$ in accordance with the Security Trust Deed).

5.7    Subordination of Class B Notes

       Prior to the enforcement of the Charge, the payment of interest in
       relation to the Class B Notes is subordinated to, amongst other things,
       the payment of interest on the Class A Notes and the Redraw Bonds in
       accordance with the Series Supplement; and the repayment of the principal
       on the Class B Notes is, to a certain extent, subordinated to, amongst
       other things, the repayment of the principal on the Class A Notes and the
       Redraw Bonds in accordance with the calculations to be made of the
       amounts to be paid by the Issuer under the Series Supplement (in the case
       of the Class A-1 Notes, the subordination of the Class B Notes is in
       respect of the relevant A$ amounts payable by the Issuer to the Currency
       Swap Providers which in turn will be applied to meet the payment of
       interest and the repayment of principal on the Class A-1 Notes as
       explained, respectively, in Conditions [ ] 6.9 and 7.2.).  [[ ] For a
       description of the order of application of available proceeds under the
       Series Trust, the consequent subordination of the payment of interest and
       repayment of principal on the Class B Notes, see "Description of the
       Class A-1 Notes -Distribution of the Available Income Amount, -
       Distribution of the Available Principal Amount and - Allocation of
       Principal to Class A Notes and Class B Notes" of this prospectus]

       Following the enforcement of the Charge, in the distribution of the net
       proceeds (if any) arising from the enforcement of the Charge, any payment
       in relation to the Class B Notes will be subordinated to, amongst other
       things, payment of all amounts due in relation to the Class A Notes and
       the Redraw Bonds (the amounts owing in respect of the Class A-1 Notes
       will, for the purposes of determining distributions to, and

                                                                              70
<PAGE>

       allocations between, the Class A-1 Noteholders, and Class B Noteholders
       and other Secured Creditors, be converted into A$ in accordance with the
       Security Trust Deed). [[ ] For a description of the order of application
       of the proceeds of the enforcement of the Charge under the Security Trust
       Deed, see "Description of the Transaction Documents - The Security Trust
       Deed - Priorities under the Security Trust Deed" of this prospectus.]

       The Security Trust Deed contains provisions requiring the Security
       Trustee, subject to other provisions of the Security Trust Deed, to give
       priority to the interests of the Class A Noteholders and the Redraw
       Bondholders if there is a conflict between the interests of the Class A
       Noteholders and the Redraw Bondholders (on the one hand) and any other
       Secured Creditor, including the Class B Noteholders (on the other hand).
       In determining the interests of the Class A-1 Noteholders, the Security
       Trustee may rely on a determination of the Class A-1 Note Trustee.

5.8    The Securities Rank Equally Except as Provided in the Transaction
       Documents

       The Securities enjoy the same rights, entitlements, benefits and
       restrictions except as expressly provided in the Transaction Documents.

6.     Interest

6.1    Period of Accrual

       Each Class A-1 Note accrues interest from (and including) [[ ]] (the
       "Closing Date") and ceases to accrue interest on (but excluding) the
       earliest of:

       (a)    the date on which the Stated Amount (as hereinafter defined) of
              the Class A-1 Note is reduced to zero and all accrued but
              previously unpaid interest, is paid in full;

       (b)    the date on which the Class A-1 Note is redeemed or repaid in full
              in accordance with Condition [ ] 7 (other than Condition [ ] 7.6)
              unless, upon presentation, payment is improperly withheld or
              refused in which case the Class A-1 Note will continue to bear
              interest in accordance with this Condition [ ] 6 (both before and
              after judgment) until (but excluding) whichever is the earlier of:

              (i)    the day on which all sums due in respect of the Class A-1
                     Note up to that day are received by or on behalf of the
                     Class A-1 Noteholder; and

              (ii)   the seventh day after notice is given to the Class A-1
                     Noteholder (either in accordance with Condition [ ] 11.1 or
                     individually) that, where required by Condition 8.2, upon
                     presentation thereof being duly made, such payment will be
                     made, provided that upon such presentation payment is in
                     fact made; and

       (c)    the date on which the Class A-1 Note is deemed to be redeemed in
              accordance with Condition [ ] 7.6.

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<PAGE>

       "Stated Amount" in relation to:

       (a)    a Class A-1 Note at any given time means the Initial Invested
              Amount of that Class A-1 Note less the sum of:

              (i)    the aggregate of all amounts previously paid in relation to
                     that Class A-1 Note on account of principal pursuant to
                     Condition [ ] 7.2(c); and

              (ii)   the aggregate of all then Unreimbursed Principal Charge-
                     offs (as defined in Condition [ ] 7.10) in relation to that
                     Class A-1 Note; and

       (b)    any other Security at any given time means (as defined in the
              Series Supplement) A$100,000 less the sum of:

              (i)    the aggregate of all amounts previously paid in relation to
                     that A$ Security on account of principal pursuant to clause
                     [ ]10.3 of the Series Supplement; and
              (ii)   the aggregate of all then Unreimbursed Principal
                     Charge-Offs (as defined in the Series Supplement) in
                     relation to that A$Security.

       [[ ] For a description of how the Stated Amount is determined for the
       Securities see "Description of the Class A-1 Notes - Distribution of the
       Available Principal Amounts - Allocations of Principal to Class A Notes
       and Class B Notes and - Principal Charge-Off" and "Glossary" of this
       prospectus.]

6.2    Accrual Periods

       The period that a Class A-1 Note accrues interest in accordance with
       Condition [ ] 6.1 is divided into periods (each an "Accrual Period"). The
       first Accrual Period for a Class A-1 Note commences on (and includes) the
       Closing Date and ends on (but does not include) the first Distribution
       Date thereafter. Each succeeding Accrual Period for a Class A-1 Note
       commences on (and includes) a Distribution Date and ends on (but does not
       include) the next Distribution Date. The final Accrual Period for a Class
       A-1 Note ends on (but does not include) the date on which interest ceases
       to accrue on the Class A-1 Note pursuant to Condition [ ] 6.1.

       "Distribution Date" means the 12th day of [[ ] July, October, January and
       April] in each year (or, if such a day is not a Business Day, the next
       Business Day).  The first Distribution Date is 12 [[ ]July] 2000 (or, if
       that day is not a Business Day, the next Business Day).

       "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.

6.3    Interest Rate for the Class A-1 Notes

                                                                              72
<PAGE>

       The rate of interest ("Interest Rate") payable from time to time in
       respect of a Class A-1 Note and an Accrual Period is the aggregate of
       USD-LIBOR-BBA (as hereinafter defined) for that Accrual Period and the
       Issue Margin (as hereinafter defined) in relation to the Class A-1 Note.

       "USD-LIBOR-BBA" for an Accrual Period will be calculated by the Agent
       Bank in accordance with paragraph (a) (or, if applicable, paragraph (b))
       below (subject, in the case of the first Accrual Period, to paragraph (c)
       below):

       (a)    on the second Banking Day before the beginning of the Accrual
              Period (a "Rate Set Date") the Agent Bank will determine the rate
              "USD-LIBOR-BBA" as the applicable Floating Rate Option under the
              Definitions of the International Swaps and Derivatives
              Association, Inc. ("ISDA") (the "ISDA Definitions") being the rate
              applicable to any Accrual Period for three-month deposits in US
              dollars in the London inter-bank market which appears on the Rate
              Page (as hereinafter defined) as of 11.00am, London time, on the
              Rate Set Date;

       (b)    if such rate does not appear on the Rate Page at that time, the
              USD-LIBOR-BBA for that Accrual Period will be determined as if the
              Issuer and the Agent Bank had specified "USD-LIBOR-Reference
              Banks" as the applicable Floating Rate Option under the ISDA
              Definitions.  For this purpose "USD-LIBOR-Reference Banks" means
              that the rate for an Accrual Period will be determined on the
              basis of the rates at which deposits in US dollars are offered by
              the Reference Banks (being four major banks in the London
              interbank market determined by the Agent Bank) at approximately
              11.00am, London time, on the Rate Set Date to prime banks in the
              London interbank market for a period of three months commencing on
              the first day of the Accrual Period and in a Representative Amount
              (as defined in the ISDA Definitions).  The Agent Bank will request
              the principal London office of each of the Reference Banks to
              provide a quotation of its rate.  If at least two such quotations
              are provided, the USD-LIBOR-BBA for that Accrual Period will be
              the arithmetic mean of the quotations.  If fewer than two
              quotations are provided as requested, the USD-LIBOR-BBA for that
              Accrual Period will be the arithmetic mean of the rates quoted by
              not less than two major banks in New York City, selected by the
              Agent Bank and the Currency Swap Providers, at approximately
              11.00am, New York City time, on that Rate Set Date for loans in US
              dollars to leading European banks for a period of three months
              commencing on the first day of the Accrual Period and in a
              Representative Amount.  If no such rates are available in New York
              City, then the USD-LIBOR-BBA for such Accrual Period will be the
              most recently determined rate in accordance with paragraph (a);
              and

       (c)    the USD-LIBOR-BBA for the first Accrual Period will be the rate
              determined by linear interpolation calculated in accordance with
              paragraph (a) or, if applicable, paragraph (b) above with
              reference to the duration of the first Accrual Period.

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<PAGE>

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

       "Rate Page" means Telerate Page 3750 or, if Telerate Page 3750 ceases to
       quote the relevant rate, such other page, section or part of Telerate as
       quotes the relevant rate and is selected by the Agent Bank or, if there
       is no such page, section or part of such other page, section or part of a
       different screen information service as quotes the relevant rate selected
       by the Agent Bank and approved by the Class A-1 Note Trustee.

       "Issue Margin" in relation to a Class A-1 Note means, subject to the
       following:

       (a)    for the period from, and including, the Closing Date to, but
              excluding, the Call Date (as defined in Condition [ ] 7.3), [[ ]]%
              per annum; and

       (b)    for the period from, and including, the Call Date to, but
              excluding, the date on which that Class A-1 Note ceases to accrue
              interest in accordance with Condition [ ] 6.1, [[ ]]% per annum.

       If on or after the Call Date the Issuer, 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 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 (as defined in Condition [ ] 9.1) the redemption of the
       Securities at their Stated Amount, then the Issue Margin in relation to
       each Class A-1 Note from, and including, that Distribution Date to, but
       excluding, the date on which that Class A-1 Note ceases to accrue
       interest in accordance with Condition 6.1, is [[ ]]% per annum.

       There is no maximum or minimum Interest Rate for the Class A-1 Notes.

6.4    Calculation of Interest on the Class A-1 Notes

       Interest on each Class A-1 Note for an Accrual Period (the "Class A-1
       Interest Amount") is calculated by applying the Interest Rate for that
       Class A-1 Note for that Accrual Period to the Invested Amount of that
       Class A-1 Note on the first day of the Accrual Period (after taking into
       account any reductions in the Invested Amount of that Class A-1 Note on
       that day), by then multiplying such product by the actual number of days
       in the Accrual Period divided by 360 and rounding the resultant figure
       down to the nearest cent.

       "Invested Amount" in relation to a Class A-1 Note means the Initial
       Invested Amount of that Class A-1 Note less the aggregate of all amounts
       previously paid in relation to that Class A-1 Note on account of
       principal pursuant to Condition [ ] 7.2(c).

6.5    Determination of Interest Rate and Class A-1 Interest Amount

       The Agent Bank will, as soon as practicable after 11.00am (London time
       or, if

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<PAGE>

       applicable, New York City time) on each Rate Set Date, determine the
       Interest Rate in relation to the Class A-1 Notes, and calculate the Class
       A-1 Interest Amount, for the immediately succeeding Accrual Period in
       accordance with, respectively, Conditions 6.3 and 6.4. The determination
       of the Interest Rate, and the calculation of the Class A-1 Interest
       Amount, by the Agent Bank in accordance with, respectively, Conditions
       6.3 and 6.4 will (in the absence of manifest error, wilful default or bad
       faith) be final and binding upon all parties.

6.6    Notification and Publication of Interest Rate and Class A-1 Interest
       Amount

       The Agent Bank will cause the Interest Rate and the Class A-1 Interest
       Amount for each Accrual Period, and the date of the next Distribution
       Date, to be notified to the Issuer, the Manager, the Class A-1 Note
       Trustee, the Currency Swap Providers, the Paying Agents and the London
       Stock Exchange (for so long as the Class A-1 Notes are listed on the
       Official List of the London Stock Exchange) on or as soon as practical
       after the Agent Bank has determined the Interest Rate and calculated the
       Class A-1 Interest Amount or on such earlier date as the London Stock
       Exchange may require (for so long as the Class A-1 Notes are listed on
       the Official List of the London Stock Exchange) and will cause the same
       to be published in accordance with Condition 11.2 as soon as practical
       after that notification. The Class A-1 Interest Amount and the
       Distribution Date may subsequently be amended (or appropriate alternative
       arrangements made by way of adjustment) without notice in the event of an
       extension or shortening of the Accrual Period.  If following the
       occurrence of an Event of Default (as defined in Condition 9.1), the
       Security Trustee declares in accordance with the Security Trust Deed that
       the Class A-1 Notes are immediately due and payable, the Class A-1
       Interest Amount and the Interest Rate in respect of the Class A-1 Notes
       will nevertheless continue to be calculated by the Agent Bank in
       accordance with this Condition, but no publication of the Class A-1
       Interest Amount or the Interest Rate so calculated or the Distribution
       Dates needs to be made unless, in the case of the Class A-1 Interest
       Amount or the Interest Rate, the Class A-1 Note Trustee otherwise
       requires.

       [[ ] For a description of the expression "Event of Default" see
       "Description of the Transaction Documents - The Security Trust Deed" and
       "Glossary" of this prospectus.]

6.7    Determination or Calculation by the Class A-1 Note Trustee

       If the Agent Bank at any time for any reason does not determine the
       Interest Rate in respect of the Class A-1 Notes, or calculate the Class
       A-1 Interest Amount, in accordance with this Condition [ ] 6, the Class
       A-1 Note Trustee will do so and each such determination or calculation by
       the Class A-1 Note Trustee will be as if made by the Agent Bank. In doing
       so, the Class A-1 Note Trustee will apply the foregoing provisions of
       this Condition [ ] 6, with any necessary consequential amendments, to the
       extent that it can and in all other respects it will do so in such a
       manner as it considers to be fair and reasonable in all the
       circumstances.

6.8    Agent Bank

       The Issuer will procure that, for so long as any of the Class A-1 Notes
       remain outstanding, there will at all times be an Agent Bank.  The
       Issuer, at the direction of

                                                                              75
<PAGE>

       the Manager, may with the prior written approval of the Class A-1 Note
       Trustee, terminate the appointment of the Agent Bank immediately on the
       occurrence of certain events specified in the Agency Agreement in
       relation thereto or, otherwise, by giving not less than 60 days' notice
       in writing to, amongst others, the Agent Bank. Notice of that termination
       will be given by the Issuer to the Class A-1 Noteholders in accordance
       with Condition [ ] 11.1. If any person is unable or unwilling to continue
       to act as the Agent Bank, or if the appointment of the Agent Bank is
       terminated, the Issuer, at the direction of the Manager, will appoint a
       successor Agent Bank to act as such in its place, provided that neither
       the resignation nor removal of the Agent Bank will take effect until a
       successor approved by the Class A-1 Note Trustee has been appointed and
       notice of the appointment of the successor has been given by the Issuer
       to the Class A-1 Noteholders in accordance with Condition [ ] 11.1. The
       initial Agent Bank and its specified office are set out at the end of
       these Conditions.

6.9    Payment of the Class A-1 Interest Amount

       The Class A-1 Interest Amount for each Accrual Period in relation to a
       Class A-1 Note is payable in arrear in US$ on the Distribution Date which
       is the last day of the Accrual Period.  On each Distribution Date prior
       to the enforcement of the Charge, the Issuer must:

       (a)    to the extent that there are funds available for this purpose in
              accordance with the Series Supplement pay, in accordance with the
              directions of the Manager, the A$ Class A-1 Interest Amount and
              any A$ Unpaid Class A-1 Interest Amount in relation to that
              Distribution Date rateably to the Currency Swap Providers in
              accordance with the Class A-1 Currency Swaps;

       (b)    direct each Currency Swap Provider (which direction may be
              contained in the relevant Class A-1 Currency Swap) to pay the
              Class A-1 Interest Payments on each Distribution Date to the
              Principal Paying Agent in accordance with the Agency Agreement;
              and

       (c)    direct the Principal Paying Agent (which direction may be
              contained in the Agency Agreement) to pay the Class A-1 Interest
              Payments received by it from the Currency Swap Providers on a
              Distribution Date rateably amongst the Class A-1 Notes based on
              their Stated Amounts towards the Class A-1 Interest Amount in
              relation to each Class A-1 Note in relation to the Accrual Period
              ending on that Distribution Date and any then Class A-1 Unpaid
              Interest Amount (as defined in Condition [ ] 6.10) in relation to
              each Class A-1 Note (to the extent included in the Class A-1
              Interest Payment) in accordance with, and subject to, these
              Conditions and the Agency Agreement.

       "A$ Class A-1 Interest Amount" , "A$ Class A-1 Unpaid Interest Amount"
       and "Class A-1 Interest Payment" have the same respective meanings as in
       the Series Supplement.  [[ ] The method for calculating these, the order
       of application of available funds for payment of the $A Class A-1
       Interest Amount and $A Class A-1 Unpaid Interest Amount on a Distribution
       Date and other payments ranking in priority to or equally with payment of
       those amounts on a Distribution Date under the Series

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<PAGE>

       Supplement are explained in "Description of the Class A-1 Notes
       -Distribution of the Available Income Amount and - the Currency Swap -
       Interest Payments" of this prospectus].

6.10   Interest on unpaid Interest Amounts

       If interest is not paid in respect of a Class A-1 Note on the date when
       due and payable, that unpaid interest will itself bear interest at the
       Interest Rate in relation to the Class A-1 Notes applicable from time to
       time until (but excluding the date of payment) the unpaid interest, and
       interest on it, is paid in accordance with Condition [ ] 6.9 (the unpaid
       interest and interest on that unpaid interest, in relation to a Class A-1
       Note, is a "Class A-1 Unpaid Interest Amount").

7.     Redemption of the Class A-1 Notes

7.1    Final redemption of the Class A-1 Notes

       Unless previously redeemed (or deemed to be redeemed) in full, the Issuer
       will redeem the Class A-1 Notes at their then Stated Amount, together
       with all then accrued but unpaid interest, on the Distribution Date
       occurring in July 2030 (the "Scheduled Maturity Date").

7.2    Part Redemption of Class A-1 Notes

       Subject to Conditions [ ] 7.3, 7.4 and 7.6, on each Distribution Date
       prior to the enforcement of the Charge until the Stated Amount of the
       Class A-1 Notes is reduced to zero the Issuer must :

       (a)    pay, in accordance with the directions of the Manager, the A$
              Class A-1 Principal Amount (if any) in relation to that
              Distribution Date to the Currency Swap Providers in accordance
              with the Class A-1 Currency Swaps;

       (b)    direct each Currency Swap Providers (which instruction may be
              contained in the relevant Class A-1 Currency Swap) to pay on each
              Distribution Date to the Principal Paying Agent in accordance with
              the Agency Agreement the US$ Equivalent of the amount of the A$
              Class A-1 Principal Amount (such US$ Equivalent of the A$ Class A-
              1 Principal Amount being the "Class A-1 Principal Amount")
              received by the Currency Swap Provider from the Issuer on that
              Distribution Date; and

       (c)    direct the Principal Paying Agent (which direction may be
              contained in the Agency Agreement) to pay Class A-1 Principal
              Amount received from the Currency Swap Providers equally amongst
              the Class A-1 Notes towards the repayment of the Stated Amount on
              the Class A-1 Notes in accordance with, and subject to, these
              Conditions and the Agency Agreement.  Such a payment of the Stated
              Amount on a Class A-1 Note will constitute a redemption of the
              Class A-1 Note in part to the extent of such repayment and, upon
              such repayment, the obligation of the Issuer with respect to the
              Class A-1 Note will be discharged to the extent of such repayment.

       "A$ Class A-1 Principal Amount" and "US$ Equivalent" have the same
       respective meanings as in the Series Supplement.  [[ ] The method for
       calculating these and the other payments ranking in priority to or
       equally with the payment of the A$ Class A-1 Principal Amount on a
       Distribution Date under the Series Supplement are described in

                                                                              77
<PAGE>

       "Description of Class A-1 Notes - Distribution of the Available Principal
       Amount, - Allocation of Principal to Class A Notes and Class B Notes and
       - The Currency Swap - Principal Payments of this prospectus.]

7.3    Call Option

       The Issuer will, subject to the other provisions of this Condition 7 and
       prior to the enforcement of the Charge, when directed by the Manager (at
       the Manager's option), redeem all, but not some only, of the Securities
       at their then Invested Amount, subject to the following, together with
       all accrued but unpaid interest in respect of the Securities to (but
       excluding) the date of redemption, on any Distribution Date falling on or
       after the earlier of:

       (a)    the date on which the aggregate Mortgage Loan Principal (as
              defined in the Series Supplement) expressed as a percentage of the
              aggregate Mortgage Loan Principal at the beginning of business
              (Sydney time) on [[ ]] falls below 10%; and

       (b)    the Distribution Date falling in [[ ]] (the "Call Date").

       Notwithstanding the foregoing, the Issuer may redeem the Securities at
       their Stated Amount, instead of at their Invested Amount, together with
       accrued but unpaid interest in respect of the Securities to (but
       excluding) the date of redemption, if so approved by an Extraordinary
       Resolution (as defined in Condition [ ] 9.1) of the Securityholders
       together.

       The Manager will not direct the Issuer to, and the Issuer will not, so
       redeem the Securities on such a Distribution Date unless the Issuer is in
       a position on the Distribution Date to repay in respect of the Securities
       their then Invested Amount or Stated Amount, as required, together with
       all accrued but unpaid interest to (but excluding) the date of redemption
       and to discharge all its liabilities in respect of amounts which are
       required under the Security Trust Deed to be paid in priority to or
       equally with the Securities of all classes if the Charge were enforced.

       The Issuer will give not more than 60 nor less than 45 days' notice
       (which will be irrevocable) of the Distribution Date on which a proposed
       redemption under this Condition 7.3 will occur to the Seller, the Class
       A-1 Note Trustee, the Principal Paying Agent, the Agent Bank and to the
       Class A-1 Noteholders in accordance with Condition 11.1.

7.4    Redemption for Taxation or Other Reasons

       If the Manager satisfies the Issuer and the Class A-1 Note Trustee
       immediately prior to giving the notice referred to below that by virtue
       of a change in law of the Commonwealth of Australia or any of its
       political subdivisions or any of its authorities or any other
       jurisdiction to which the Issuer becomes subject (or the application or
       official interpretation thereof) (a "Relevant Jurisdiction") from that in
       effect on the Closing Date, either:

       (a)    on the next Distribution Date the Issuer will be required to
              deduct or withhold from any payment of principal or interest in
              respect of the Class A-1 Notes

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<PAGE>

              or any other class of the Securities any amount for or on account
              of any present or future taxes, duties, assessments or
              governmental charges of whatever nature imposed, levied,
              collected, withheld or assessed by a Relevant Jurisdiction; or

       (b)    the total amount payable in respect of interest in relation to any
              of the Mortgage Loans (as defined in the Series Supplement) for a
              Collection Period ceases to be receivable (whether or not actually
              received) by the Issuer during such Collection Period by reason of
              any present or future taxes, duties, assessments or governmental
              charges of whatever nature imposed, levied, collected, withheld or
              assessed by a Relevant Jurisdiction,

       and, in each case, such obligation cannot be avoided by the Issuer taking
       reasonable measures available to it, the Issuer must, when so directed by
       the Manager (at the Manager's option), redeem all, but not some only, of
       the Securities on any subsequent Distribution Date at their then Invested
       Amount, subject to the following, together with accrued but unpaid
       interest in respect of the Securities to (but excluding) the date of
       redemption.  Notwithstanding the foregoing, the Issuer may redeem the
       Securities at their Stated Amount, instead of at their Invested Amount,
       together with accrued but unpaid interest in respect of the Securities to
       (but excluding) the date of redemption, if so approved by an
       Extraordinary Resolution (as defined in Condition [ ] 9.1) of the
       Securityholders together.

       The Manager will not direct the Issuer to, and the Issuer will not, so
       redeem the Securities unless the Issuer is in a position on such
       Distribution Date to repay in respect of the Securities their then
       Invested Amount or Stated Amount, as required, together with all accrued
       but unpaid interest to (but excluding) the date of redemption and to
       discharge all its liabilities in respect of amounts which are required
       under the Security Trust Deed to be paid in priority to or equally with
       the Securities of all classes if the Charge were enforced.

       The Issuer will give not more than 60 nor less than 45 days' notice
       (which will be irrevocable) of the Distribution Date on which a proposed
       redemption under this Condition [ ] 7.4 will occur to the Class A-1 Note
       Trustee, the Seller, the Principal Paying Agent, the Class A-1 Note
       Registrar, the Agent Bank and the Class A-1 Noteholders in accordance
       with Condition [ ] 11.1.

       If an event referred to in paragraph (a) of this Condition 7.4 occurs in
       respect of only the Class A-1 Notes (and not any other Securities) and as
       a result thereof the Issuer gives notice in accordance with this
       Condition 7.4 that it proposes to redeem all of the Securities on the
       Distribution Date referred to in that notice, the Class A-1 Noteholders
       may by a Special Majority (as defined in Condition 10.3) in accordance
       with the Class A-1 Note Trust Deed elect that they do not require the
       Issuer to redeem the Class A-1 Notes.  If the Class A-1 Noteholders make
       such an election they (or the Class A-1 Note Trustee on their behalf)
       must notify the Issuer and the Manager not less than 21 days before the
       proposed Distribution Date for the redemption of the Class A-1 Notes.
       Upon receipt of such a notice, the Issuer must not so redeem the
       Securities.

7.5    Certification

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<PAGE>

       For the purpose of any redemption made under Condition [ ] 7.3 or 7.4,
       the Issuer and the Class A-1 Note Trustee may rely on any certificate of
       an Authorised Officer (as defined in the Master Trust Deed) of the
       Manager that the Issuer will be in a position to repay in respect of the
       Securities their then Invested Amount or Stated Amount, as applicable,
       together with all accrued but unpaid interest to (but excluding) the date
       of redemption and to discharge all its liabilities in respect of amounts
       required under the Security Trust Deed to be paid in priority to or
       equally with the Securities if the Charge were enforced.

7.6    Redemption on Final Payment

       Upon a final distribution being made in respect of the Class A-1 Notes
       under clause [ ]26.12 of the Series Supplement or clause [ ]13.1 of the
       Security Trust Deed, the Class A-1 Notes will thereupon be deemed to be
       redeemed and discharged in full and any obligation to pay any accrued but
       then unpaid Class A-1 Interest Amount or any Class A-1 Unpaid Interest
       Amount or any then unpaid Invested Amount, Stated Amount or other amounts
       in relation to the Class A-1 Notes will be extinguished in full.

       [[ ] For a description of the circumstances in which a final distribution
       will be made in respect of the Class A-1 Notes see "Description of the
       Class A-1 Notes - Termination of the Trust" and "Description of the
       Transaction Documents -The Security Trust Deed" of this prospectus.]

7.7    Cancellation

       All Class A-1 Notes redeemed in full (or deemed to be redeemed in full)
       pursuant to the above Conditions will be cancelled and may not be resold
       or reissued.

7.8    No Payment in excess of Stated Amount

       Subject to Conditions [ ]7.3 and 7.4, no amount of principal will be
       repaid in respect of a Class A-1 Note in excess of the Stated Amount of
       the Class A-1 Note.

7.9    Application of Principal Charge-offs

       If on a Determination Date (as hereinafter defined) any Principal Charge-
       off is allocated to the Class A-1 Notes in accordance with the Series
       Supplement, it will reduce the Stated Amount of the Class A-1 Notes
       (equally and rateably according to their Stated Amount) by an amount
       equal to the US$ Equivalent of the amount so allocated until the Stated
       Amount of the Class A-1 Notes is reduced to zero.  A reduction in the
       Stated Amount of a Class A-1 Note in accordance with the foregoing will
       take effect on the next Distribution Date.

       "Determination Date" and "Principal Charge-off" have the same respective
       meanings as in the Series Supplement. [[ ] These expressions, the method
       of calculating a Principal Charge-off and the application of a Principal
       Charge-off amongst the Securities (and others) are explained in
       "Description of the Class A-1 Notes - Key Dates and Periods and -
       Principal Charge-offs" of this prospectus.]

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<PAGE>

7.10   Principal Charge-offs Reimbursement

       If on a Determination Date any Principal Charge-off Reimbursement is
       allocated to the Class A-1 Notes in accordance with the Series
       Supplement, it will reduce the Unreimbursed Principal Charge-offs of the
       Class A-1 Notes (rateably according to their amount of Unreimbursed
       Principal Charge-offs) by an amount equal to the US$ Equivalent of the
       amount so allocated until the Unreimbursed Principal Charge-offs in
       respect of the Class A-1 Notes are reduced to zero.  A reduction in the
       Unreimbursed Principal Charge-offs in respect of the Class A-1 Notes in
       accordance with the foregoing, and the resultant increase in the Stated
       Amount of the Class A-1 Notes, will take effect on the next Distribution
       Date.

       "Principal Charge-off Reimbursement" has the same meaning as in the
       Series Supplement.  [[ ] This expression, the method of calculating a
       Principal Charge-off Reimbursement and the allocation of a Principal
       Charge-off Reimbursement amongst the Securities (and others) is explained
       in "Description of the Class A-1 Notes - Principal Charge-offs" of this
       prospectus.]

       "Unreimbursed Principal Charge-offs" in relation to a Class A-1 Note at
       any time means the aggregate of the US$ Equivalent of the Principal
       Charge-offs up to and including that time allocated to the Class A-1 Note
       in accordance with Condition [ ] 7.9 less the aggregate of the US$
       Equivalent of the Principal Charge-off Reimbursements prior to that time
       allocated to the Class A-1 Note in accordance with this Condition [ ]
       7.10.

7.11   Calculation of Class A-1 Principal Amounts, Stated Amounts and other
       amounts

       (a)    No later than two Business Days prior to each Distribution Date,
              the Manager will determine: (i) the amount of any Class A-1
              Principal Amount payable in respect of each Class A-1 Note on the
              Distribution Date; (ii) the Stated Amount and Invested Amount of
              each Class A-1 Note as at the first day of the Accrual Period
              commencing on the Distribution Date (after deducting any Class A-1
              Principal Amounts due to be paid in respect of such Class A-1 Note
              on that Distribution Date and after making any other adjustments
              to the Stated Amount or the Invested Amount (as the case may be)
              of the Class A-1 Note in accordance with these Conditions on or
              with effect from that Distribution Date); (iii) the Class A-1 Note
              Factor (as defined below) as at that Distribution Date; and (iv)
              the amount of the Class A-1 Interest Payment to be made on the
              Distribution Date applicable to each Class A-1 Note.

       (b)    The Manager will notify the Issuer, the Class A-1 Note Trustee,
              the Principal Paying Agent, the Agent Bank, the Class A-1 Note
              Registrar and the London Stock Exchange (for so long as the Class
              A-1 Notes are listed on the Official List of the London Stock
              Exchange) as soon as practical (and in any event by not later than
              two Business Days prior to the Distribution Date or on such
              earlier date as the London Stock Exchange may require (for so long
              as the Class A-1 Notes are listed on the Official List of the
              London Stock Exchange)) of each determination of an amount or
              percentage referred to in Condition [ ] 7.11(a) and will cause
              details of each of those determinations

                                                                              81
<PAGE>

              to be published in accordance with Condition [ ] 11.2 as soon as
              practical after that notification. If no Class A-1 Principal
              Amount is due to be paid on the Class A-1 Notes on any
              Distribution Date the Manager will cause a notice to be given in
              accordance with Condition [ ] 11.2 as soon as practicable (and in
              any event by no later than the relevant Distribution Date).

       (c)    If the Manager does not at any time for any reason determine a
              Class A-1 Principal Amount, the Invested Amount or the Stated
              Amount applicable to the Class A-1 Notes in accordance with this
              Condition, the Class A-1 Principal Amount, the Invested Amount and
              the Stated Amount will be determined by the Agent Bank (or,
              failing the Agent Bank, the Class A-1 Note Trustee) in accordance
              with this Condition (but based on the information in its
              possession) and each such determination will be deemed to have
              been made by the Manager.

       "Class A-1 Note Factor" at a given time means the percentage calculated
       as follows:
                                        A
                              CA1NF =  ---
                                        B
       where:

       CA1NF =  the Class A-1 Note Factor;

       A =  the aggregate Invested Amount of the Class A-1 Notes on the last day
              of the just ended Accrual Period; and

       B =  the aggregate Initial Invested Amount of the Class A-1 Notes.

8      Payments

8.1    Method of Payment

       Any instalment on account of interest or principal payable on any Class
       A-1 Note which is punctually paid or duly provided for by or on behalf of
       or at the direction of the Issuer to the Principal Paying Agent on the
       applicable Distribution Date shall be paid to the person in whose name
       such Class A-1 Note is registered on the relevant Record Date (as defined
       below), by wire transfer in immediately available funds to the account
       designated by such person or, if such person so requests in writing, by
       cheque mailed first-class, postage prepaid, to such person's address as
       it appears on the Class A-1 Note Register on such Record Date.

       "Record Date" in relation to a Distribution Date or any other date for
       any payment to be made in respect of a Class A-1 Note means the day which
       is the last day of the prior calendar month.

8.2    Surrender on Final Payment

                                                                              82
<PAGE>

       Prior to a final distribution being made in respect of the Class A-1
       Notes under clause [ ]26.12 of the Series Supplement or clause [ ]13.1 of
       the Security Trust Deed the Class A-1 Note Trustee must notify the
       persons in whose names the Class A-1 Notes are registered on the relevant
       Record Date of the date upon which the Class A-1 Note Trustee expects
       that final distribution to be made and specify if that such final
       distribution will be payable only upon surrender of the relevant Class
       A-1 Note to a Paying Agent at its specified office. No such final
       distribution will be made other than upon the surrender of the relevant
       Class A-1 Notes and none of the Issuer, the Class A-1 Note Trustee, the
       Security Trustee or any Paying Agent will be liable to pay any additional
       amount to any Class A-1 Noteholder as a result of any delay in payment
       due to a Class A-1 Note not having been surrendered in accordance with
       this Condition 8.2.

       [[ ] For a description of the circumstances in which a final distribution
       will be made in respect of the Class A-1 Notes see "Description of the
       Class A-1 Notes - Termination of the Trust" and "Description of the
       Transaction Documents -The Security Trust Deed" of this prospectus.]

8.3    Paying Agents

       The initial Paying Agents and their respective specified offices are set
       out at the end of these Conditions.

       The Issuer, at the direction of the Manager, may with the prior written
       approval of the Class A-1 Note Trustee terminate the appointment of the
       Principal Paying Agent and appoint additional or other Paying Agents,
       provided that it will at all times maintain a Paying Agent having a
       specified office in London and New York City.  Notice of any such
       termination or appointment and of any change in the office through which
       any Paying Agent will act will be given in accordance with Condition [ ]
       11.1.

8.4    Taxation

       All payments in respect of the Class A-1 Notes will be made without
       withholding or deduction for, or on account of, any present or future
       taxes, duties or charges of whatsoever nature unless the Issuer or any
       Paying Agent is required by any applicable law to make such a withholding
       or deduction.  In that event the Issuer or that Paying Agent (as the case
       may be) will, after making such withholding or deduction, account to the
       relevant authorities for the amount so required to be withheld or
       deducted.  Neither the Issuer nor any Paying Agent nor the Class A-1 Note
       Trustee will be obliged to make any additional payments in respect of the
       relevant Class A-1 Notes in relation to that withholding or deduction.
       Immediately after becoming aware that such a withholding or deduction is
       or will be required, the Issuer will notify the Class A-1 Note Trustee,
       the Principal Paying Agent and the Class A-1 Noteholders in accordance
       with Condition [ ] 11.1, thereof.

8.5    Prescription

       A Class A-1 Note will become void in its entirety unless surrendered for
       payment within a period of 10 years from the Relevant Date in respect of
       any payment thereon the effect of which would be to reduce the Stated
       Amount of that Class A-1 Note to

                                                                              83
<PAGE>

       zero. After the date on which a Class A-1 Note becomes void in its
       entirety, no claim can be made in respect of it.

       "Relevant Date" in respect of a Class A-1 Note means the date on which a
       payment in respect thereof first becomes due or (if the full amount of
       the moneys payable in respect of the Class A-1 Notes due on or before
       that date has not been duly received by the Principal Paying Agent or the
       Class A-1 Note Trustee on or prior to such date) the date on which, the
       full amount of such moneys having been so received and notice to that
       effect is duly given to the Class A-1 Noteholders in accordance with
       Condition [ ] 11.1.

8.6    Notify Late Payments

       In the event of the unconditional payment to the Principal Paying Agent
       or the Class A-1 Note Trustee of any sum due in respect of the Class A-1
       Notes or any of them being made after the due date for payment thereof,
       the Issuer will forthwith give or procure to be given notice to the Class
       A-1 Noteholders in accordance with Condition [ ] 11.1 that such payment
       has been made.

8.7    Rounding of Payments

       All payments in respect of the Class A-1 Notes will be rounded down to
       the nearest cent.

9      Enforcement following occurrence of Event of Default

9.1    Enforcement

       The Security Trust Deed provides that at any time after the Security
       Trustee becomes actually aware of the occurrence of an Event of Default,
       the Security Trustee will (subject to Condition [ ] 10.4 and subject to
       being appropriately indemnified), if so directed by an Extraordinary
       Resolution of the Voting Secured Creditors, declare the Securities
       immediately due and payable (in which case, subject to Condition 12, the
       Stated Amount of, and all accrued but unpaid interest in relation to, the
       Class A-1 Notes will become immediately due and payable) and enforce the
       Charge.

       Subject to being indemnified in accordance with the Security Trust Deed
       and to the provisions of Condition [ ] 9.2, the Security Trustee will
       take all action necessary to give effect to any direction in accordance
       with the foregoing and will comply with all such directions.

       "Event of Default", "Extraordinary Resolution" and "Voting Secured
       Creditors" have the same respective meanings as in the Security Trust
       Deed. [[ ] For a description of these expressions, see "Description of
       the Transaction Documents - The Security Trust Deed" and "Glossary" of
       this prospectus.]

9.2    Security Trustee May Enforce Charge Without Direction

       After the Security Trustee becomes actually aware of the occurrence of an
       Event of Default, provided that it has been indemnified to its
       satisfaction in accordance with the

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       Security Trust Deed, the Security Trustee must enforce the Security Trust
       Deed without an Extraordinary Resolution of the Voting Secured Creditors
       if in its opinion, the delay required to obtain the consent of the Voting
       Secured Creditors would be prejudicial to the interests of the Secured
       Creditors as a class.

9.3    Priority of Payments from Proceeds from the enforcement of the Charge

       Following the enforcement of the Charge, all moneys received in
       connection with the Security Trust Deed by the Security Trustee or by any
       receiver appointed in relation to the Charged Property pursuant to the
       provisions of the Security Trust Deed are to be applied, subject to the
       Security Trust Deed, in accordance with the order of priority contained
       in the Security Trust Deed [[ ] For a description of the order of
       priority contained in the Security Trust Deed and the payment of amounts
       that rank in priority to or equally with the Class A-1 Notes, see
       "Description of the Transaction Documents - The Security Trust Deed -
       Priorities under the Security Trust Deed" of this prospectus.]

9.4    Security Trustee and Class A-1 Note Trustee Not Liable for Loss on
       enforcement

       Except in the case of fraud, negligence or wilful default (in the case of
       the Security Trustee) and, subject to the mandatory provisions of the
       Trust Indenture Act, fraud, negligence (except as specifically provided
       in the Trust Indenture Act), wilful default or breach of trust (in the
       case of the Class A-1 Note Trustee), neither the Class A-1 Note Trustee
       nor the Security Trustee is liable for any decline in the value, nor any
       loss realised upon any sale or other disposition made under the Security
       Trust Deed of any Charged Property or any other property which is charged
       to the Security Trustee by any other person in respect of or relating to
       the obligations of the Issuer or any third party in respect of the Issuer
       or the Class A-1 Notes or relating in any way to the Charged Property.
       Without limitation, neither the Class A-1 Note Trustee nor the Security
       Trustee will be liable for any such decline or loss directly or
       indirectly arising from its acting, or failing to act, as a consequence
       of an opinion reached by it based on advice received by it in accordance
       with the applicable requirements of the Class A-1 Note Trust Deed (and
       the Trust Indenture Act) or the Security Trust Deed, as the case may be.

       "Trust Indenture Act" means the Trust Indenture Act 1939 of the United
       States of America as in force at the date of the Class A-1 Note Trust
       Deed.

9.5    Directions from Class A-1 Noteholders to Class A-1 Note Trustee following
       Event of Default

       If an Event of Default or Potential Event of Default has occurred and is
       known to the Class A-1 Note Trustee, the Class A-1 Note Trustee must: (a)
       notify each Class A-1 Noteholder of the Event of Default or Potential
       Event of Default, as the case may be, within 10 days (or such shorter
       period as may be required by the rules of the London Stock Exchange, if
       the Class A-1 Notes are listed on the London Stock Exchange, or the rules
       of any other stock exchange on which the Class A-1 Notes are listed)
       after becoming aware of the Event of Default or Potential Event of
       Default, provided that except in the case of a default in payment of
       principal or interest on any Class A-1

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       Note, the Class A-1 Note Trustee may withhold such notice if and so long
       as the board of directors, the executive committee or a trust committee
       of its directors and/or its authorised officers under the Class A-1 Note
       Trust Deed in good faith determine that withholding the notice is in the
       interest of Class A-1 Noteholders; (b) if a meeting of Voting Secured
       Creditors is to be held under the Security Trust Deed, determine whether
       it proposes to seek directions from Class A-1 Noteholders as to how to
       vote at that meeting and, if so, whether it proposes to instruct the
       Security Trustee to delay the holding of that meeting while it obtains
       such directions from the Class A-1 Noteholders; and (c) vote at any
       meeting of Voting Secured Creditors held under the Security Trust Deed in
       accordance, where applicable, with the directions of the Class A-1
       Noteholders (whether or not solicited and whether or not all Class A-1
       Noteholders have provided such directions) and otherwise in its absolute
       discretion. In acting in accordance with the directions of Class A-1
       Noteholders the Class A-1 Note Trustee must exercise its votes for or
       against any proposal to be put to a meeting of Voting Secured Creditors
       under the Security Trust Deed in the same proportion as that of the
       aggregate Invested Amounts of the Class A-1 Notes held by Class A-1
       Noteholders who have directed the Class A-1 Note Trustee to vote for or
       against such a proposal.

       If any of the Class A-1 Notes remain outstanding and are due and payable
       otherwise than by reason of a default in payment of any amount due on the
       Class A-1 Notes, the Class A-1 Note Trustee must not vote at a meeting of
       Voting Secured Creditors under the Security Trust Deed, or otherwise
       direct the Security Trustee, to dispose of the Charged Property unless:
       (a) a sufficient amount would be realised to discharge in full all
       amounts owing to the Class A-1 Noteholders in respect of the Class A-1
       Notes and any other amounts owing by the Issuer to any other person
       ranking in priority to or with the Class A-1 Notes; (b) the Class A-1
       Note Trustee is of the opinion, reached after considering at any time and
       from time to time the advice of an investment bank or other financial
       adviser selected by the Class A-1 Note Trustee, that the cash flow
       receivable by the Issuer (or the Security Trustee under the Security
       Trust Deed) will not (or that there is a significant risk that it will
       not) be sufficient, having regard to any other relevant actual,
       contingent or prospective liabilities of the Issuer, to discharge in full
       in due course all the amounts referred to in paragraph (a); or (c) the
       Class A-1 Note Trustee is so directed by a Special Majority (as defined
       in Condition 10.3) of Class A-1 Noteholders.

       Subject to the mandatory provisions of the Trust Indenture Act and
       provisions in the Class A-1 Note Trust Deed relating to the deemed
       receipt of notices, the Class A-1 Note Trustee will only be considered to
       have knowledge or awareness of, or notice of, an Event of Default or
       Potential Event of Default by virtue of the officers of the Class A-1
       Note Trustee (or any related body corporate of the Class A-1 Note
       Trustee) which have the day to day responsibility for the administration
       or management of the Class A-1 Note Trustee's (or a related body
       corporate of the Class A-1 Note Trustee's) obligations in relation to the
       Series Trust, the trust created under the Class A-1 Note Trust Deed or
       the Class A-1 Note Trust Deed, having actual knowledge, actual awareness
       or actual notice of the occurrence of the events or circumstances
       constituting an Event of Default or Potential Event of Default, as the
       case may be, or grounds or reason to believe that such events or
       circumstances have occurred.

       "Potential Event of Default" means an event which, with the giving of
       notice or the lapse of time or both, would constitute an Event of
       Default.

9.6    Only Security Trustee May Enforce Charge

       Only the Security Trustee may enforce the Charge and neither the Class A-
       1 Note Trustee nor any Class A-1 Noteholder (nor any other Secured
       Creditor) is entitled to proceed directly against the Issuer to enforce
       the performance of any of the provisions

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       of the Security Trust Deed, the Class A-1 Note Trust Deed, the Class A-1
       Notes or any other applicable Transaction Document, except as provided
       for in the Security Trust Deed, the Class A-1 Note Trust Deed, the Master
       Trust Deed and the Series Supplement. The Security Trustee is not
       required to act in relation to the enforcement of the Charge unless its
       liability is limited in a manner reasonably satisfactory to it or, if
       required by the Security Trustee (in its absolute discretion), it is
       adequately indemnified from the Charged Property or the Security Trustee
       receives from the Voting Secured Creditors an indemnity in a form
       reasonably satisfactory to the Security Trustee (which may be by way of
       an Extraordinary Resolution of the Voting Secured Creditors) and is put
       in funds to the extent necessary.

 9.7   Exercise of Class A-1 Noteholder Rights by Class A-1 Note Trustee

       The rights, remedies and discretions of the Class A-1 Noteholders under
       the Security Trust Deed including all rights to vote or to give an
       instruction or consent can only be exercised by the Class A-1 Note
       Trustee on behalf of the Class A-1 Noteholders in accordance with the
       Security Trust Deed.  The Security Trustee may rely on any instructions
       or directions given to it by the Class A-1 Note Trustee as being given on
       behalf of the Class A-1 Noteholders from time to time and need not
       inquire whether any such instructions or directions are in accordance
       with the Class A-1 Note Trust Deed, whether the Class A-1 Note Trustee or
       the Class A-1 Noteholders from time to time have complied with any
       requirements under the Class A-1 Note Trust Deed or as to the
       reasonableness or otherwise of the Class A-1 Note Trustee.

10     Meetings of Voting Secured Creditors, directions of Class A-1
       Noteholders, modifications, consents, waivers and indemnities

10.1   Meetings of Voting Secured Creditors

       The Security Trust Deed contains provisions for convening meetings of the
       Voting Secured Creditors to, among other things, enable the Voting
       Secured Creditors to direct or consent to the Security Trustee taking or
       not taking certain actions under the Security Trust Deed; for example to
       enable the Voting Secured Creditors, following the occurrence of an Event
       of Default, to direct the Security Trustee to declare the Securities
       immediately due and payable and/or to enforce the Charge.

10.2   Directions of Class A-1 Noteholders

       Under the Class A-1 Note Trust Deed the Class A-1 Note Trustee may seek
       directions from the Class A-1 Noteholders from time to time including
       following the occurrence of an Event of Default. The Class A-1 Note
       Trustee will not be responsible for acting in good faith upon a direction
       given, or purporting to be given, by Class A-1 Noteholders holding Class
       A-1 Notes with an Invested Amount of greater than 50% of the aggregate
       Invested Amount of all the Class A-1 Notes.

       If the Class A-1 Note Trustee is entitled under the Master Trust Deed or
       the Security Trust Deed to vote at any meeting on behalf of Class A-1
       Noteholders the Class A-1 Note Trustee must vote in accordance with the
       directions of the Class A-1 Noteholders and otherwise in its absolute
       discretion. In acting in accordance with the directions of Class A-1
       Noteholders the Class A-1 Note Trustee must exercise its votes for or
       against any proposal to be put to a meeting in the same proportion as
       that of the aggregate Invested Amounts of the Class A-1 Notes held by
       Class A-1 Noteholders who have directed the Class A-1 Note Trustee to
       vote for or against that proposal.

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<PAGE>

       For the purposes of seeking any consent, direction or authorisation from
       Class A-1 Noteholders the Class A-1 Note Trustee may by notice to the
       Class A-1 Noteholders specify a date, not earlier than the date of the
       notice, upon which the persons who are the Class A-1 Noteholders and the
       Invested Amount of the Class A-1 Notes held by them will be determined
       based upon the details recorded in the Class A-1 Note Register as at
       5.30pm on that date.

10.3   Amendments to Class A-1 Note Trust Deed and the Class A-1 Notes

       Pursuant, and subject, to the Class A-1 Note Trust Deed and subject to
       any approval required by law, the Class A-1 Note Trustee, the Manager and
       the Issuer may together agree, without the consent or sanction of any
       Class A-1 Noteholder, by way of supplemental deed to alter, add to or
       revoke (each a "modification") any provision of the Class A-1 Note Trust
       Deed or the Class A-1 Notes (including these Conditions) so long as such
       modification is not a Payment Modification (as defined below) and such
       modification in the opinion of the Class A-1 Note Trustee:

       (a)    is necessary or expedient to comply with the provisions of any
              statute or regulation or with the requirements of any governmental
              agency;

       (b)    is made to correct a manifest error or ambiguity or is of a
              formal, technical or administrative nature only;

       (c)    is appropriate or expedient as a consequence of an amendment to
              any statute or regulation or altered requirements of any
              governmental agency or any decision of any court (including,
              without limitation, a modification which is in the opinion of the
              Class A-1 Note Trustee appropriate or expedient as a consequence
              of the enactment of a statute or regulation or an amendment to any
              statute or regulation or ruling by the Australian Commissioner or
              Deputy Commissioner of Taxation or any governmental announcement
              or statement or any decision of any court, in any case which has
              or may have the effect of altering the manner or basis of taxation
              of trusts generally or of trusts similar to the Series Trust or
              the trust constituted under the Class A-1 Note Trust Deed); or

       (d)    and the Issuer is otherwise desirable for any reason and:

              (i)    is not in the opinion of the Class A-1 Note Trustee likely,
                     upon coming into effect, to be materially prejudicial to
                     the interests of Class A-1 Noteholders; or

              (ii)   if it is in the opinion of the Class A-1 Note Trustee
                     likely, upon coming into effect, to be materially
                     prejudicial to the interests of Class A-1 Noteholders the
                     consent of a Special Majority (as hereinafter defined) of
                     Class A-1 Noteholders is obtained.

       For the purpose of determining whether a Special Majority of Class A-1
       Noteholders has consented to a modification, Class A-1 Notes which are
       beneficially owned by the Issuer or the Manager or by any person directly
       or indirectly controlling or controlled by or under direct or indirect
       common control with the Issuer or the Manager, will be disregarded.  The
       Manager must give the Rating Agencies 5 Business Days prior notice of any
       such modification. The Class A-1 Note Trustee will be entitled to assume
       that any proposed modification, other than a Payment Modification, will
       not be materially prejudicial to the interest of Class A-1 Noteholders if
       each of the Rating Agencies confirms in writing that if the modification
       is effected this will not lead to a reduction, qualification or
       withdrawal of the then rating given to the Class A-1 Notes by that Rating
       Agency.

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<PAGE>

       Pursuant to the Class A-1 Note Trust Deed, the Class A-1 Note Trustee may
       concur with the Issuer and the Manager in making or effecting any Payment
       Modification if and only if the consent has first been obtained of each
       Class A-1 Noteholder to such Payment Modification.

       Any supplemental deed that effects any such modifications must conform to
       the requirements of the Trust Indenture Act and copies of any such
       supplemental deed must be distributed by the Issuer to the Class A-1
       Noteholders in accordance with Condition [ ] 11.1 as soon as reasonably
       practicable after the modifications have been made.

       "Payment Modification" means any alteration, addition or revocation of
       any provision of the Class A-1 Note Trust Deed or the Class A-1 Notes
       (including the Conditions) which modifies:  (a) the amount, timing,
       place, currency or manner of payment of principal or interest in respect
       of the Class A-1 Notes including, without limitation, any modification to
       the Stated Amount, Invested Amount, Interest Rate or Scheduled Maturity
       Date in respect of the Class A-1 Notes or to Conditions [ ]6.9 and 7.2,
       clause [ ]10 of the Series Supplement or clause [ ]13 of the Security
       Trust Deed or which would impair the rights of Class A-1 Noteholders to
       institute suit for enforcement of such payment on or after the due date
       for such payment; (b) the definition of the term "Special Majority",
       clause [ ]21.4 of the Class A-1 Note Trust Deed or the circumstances in
       which the consent or direction of a Special Majority of Class A-1
       Noteholders is required; (c) clause [ ]6.1(a) of the Security Trust Deed;
       or (d) the requirements for altering, adding to or revoking any provision
       of the Class A-1 Note Trust Deed or the Class A-1 Notes (including the
       Conditions).

       "Rating Agency" has the same meaning as in the Series Supplement.

       "Special Majority" in relation to the Class A-1 Noteholders means Class
       A-1 Noteholders holding Class A-1 Notes with an aggregate Invested Amount
       of no less than 75% of the aggregate Invested Amount of all the Class A-1
       Notes.

       [[ ] For a further description of the modifications which constitute a
       Payment Modification see "Description of the Class A-1 Notes - Amendments
       to Class A-1 Notes and Class A-1 Note Trust Deed" of this prospectus]

10.4   Waivers etc

       The Security Trustee may, in accordance with the Security Trust Deed and
       without the consent or sanction of the Voting Secured Creditors (but not
       in contravention of an Extraordinary Resolution of the Voting Secured
       Creditors), waive or authorise any breach or proposed breach or determine
       that any event that would otherwise be an Event of Default will not be
       treated as such if and in so far as in its opinion the interests of the
       Secured Creditors will not be materially prejudiced.  Any such waiver,
       authorisation or determination shall be binding on the Secured Creditors
       and, if, but only if, the Security Trustee so requires, any such waiver,
       authorisation or determination will be notified to the Secured Creditors
       by the Manager in accordance with the Security Trust Deed.

       The Class A-1 Note Trustee may, and if directed to do so by a Majority of
       Class A1 Noteholders must, on such terms and conditions as it may deem
       reasonable, without the consent of any of the Class A-1 Noteholders, and
       without prejudice to its rights in respect of any subsequent breach,
       agree to any waiver or authorisation of any breach or proposed breach of
       any of the terms and conditions of the Transaction Documents by the
       Issuer, the Manager or any other person which, unless the Class A-1 Note
       Trustee is acting on the direction of a Majority of Class A-1
       Noteholders, is not, in the opinion of the Class A-1 Note Trustee,
       materially prejudicial to the interests of the Class A-1 Noteholders as a
       class.  No such waiver, authorisation or determination may be made in
       contravention of any prior directions by a Majority (as hereinafter
       defined) of the Class A-1 Noteholders.  Any such waiver, authorisation or
       determination will, if the Class A-1 Note Trustee so requires, be
       notified to the Class A-1 Noteholders in accordance with Condition 11.1
       by the Issuer as soon as practicable after it is made.

       "Majority" in relation to the Class A-1 Noteholders means Class A-1
       Noteholders

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<PAGE>

       holding Class A-1 Notes with an aggregate Invested Amount of greater than
       50% of the aggregate Invested Amount of all the Class A-1 Notes.

10.5   Indemnification and Exoneration of the Class A-1 Note Trustee and the
       Security Trustee

       The Class A-1 Note Trust Deed and the Security Trust Deed contain
       provisions for the indemnification of the Class A-1 Note Trustee and the
       Security Trustee (respectively) and for their relief from responsibility,
       including provisions relieving them from taking proceedings to realise
       the security and to obtain repayment of the Securities unless indemnified
       to their satisfaction.  Each of the Class A-1 Note Trustee and the
       Security Trustee is entitled, subject in the case of the Class A-1 Note
       Trustee to the mandatory provisions of the Trust Indenture Act, to enter
       into business transactions with the Issuer and/or any other party to the
       Transaction Documents without accounting for any profit resulting from
       such transactions.

       Subject to the mandatory provisions of the Trust Indenture Act, the Class
       A-1 Note Trustee shall not be responsible for any loss, expense or
       liability occasioned to the Charged Property or any other property or in
       respect of all or any of the moneys which may stand to the credit of the
       Collections Account (as defined in the Series Supplement) from time to
       time however caused (including, without limitation, where caused by an
       act or omission of the Security Trustee) unless that loss is occasioned
       by the fraud, negligence, wilful default or breach of trust of the Class
       A-1 Note Trustee.  The Security Trustee is not, nor is any receiver
       appointed in relation to the Charged Property pursuant to the provisions
       of the Security Trust Deed, liable or otherwise accountable for any
       omission, delay or mistake or any loss or irregularity in or about the
       exercise, attempted exercise, non-exercise or purported exercise of any
       of the powers of the Security Trustee or of the receiver under the
       Security Trust Deed except for fraud, negligence or wilful default.

       Except in the case of fraud, negligence (except as specifically provided
       in the Trust Indenture Act), wilful default or breach of trust, and
       subject to the mandatory provisions of the Trust Indenture Act, the Class
       A-1 Note Trustee may act on the opinion or advice of, or information
       obtained from, any lawyer, valuer, banker, broker, accountant or other
       expert appointed by the Class A-1 Note Trustee, or by a person other than
       Class A-1 Note Trustee, where that opinion, advice or information is
       addressed to the Class A-1 Note Trustee or by its terms is expressed to
       be capable of being relied upon by the Class A-1 Note Trustee. Except as
       provided above, the Class A-1 Note Trustee will not be responsible to any
       Class A-1 Noteholder, amongst others, for any loss occasioned by so
       acting in reliance on such advice.  Any such opinion, advice or
       information may be sent or obtained by letter, telex or facsimile
       transmission and the Class A-1 Note Trustee will not be liable to any
       Class A-1 Noteholder, amongst others, for acting on any opinion, advice
       or information conforming with any applicable requirements of the Class
       A-1 Note Trust Deed or the Trust Indenture Act and purporting to be
       conveyed by such means even though it contains some error which is not a
       manifest error or is not authentic.

11.    Notices

11.1   General

       All notices, other than notices given in accordance with the following
       paragraph and Condition [ ] 11.2, to Class A-1 Noteholders will be deemed
       given if in writing and mailed, first-class, postage prepaid to each
       Class A-1 Noteholder, at his or her address as it appears on the Class A-
       1 Note Register, not later than the latest date, and not earlier than the
       earliest date, prescribed for the giving of such notice.  In any case
       where notice to Class A-1 Noteholders is given by mail, neither the
       failure to mail such notice nor any defect in any notice so mailed to any
       particular Class A-1 Noteholder will affect the sufficiency of such
       notice with respect to other Class A-1 Noteholders, and any notice that
       is mailed in the manner herein provided will conclusively be presumed to
       have been duly given.

       A notice may be waived in writing by the relevant Class A-1 Noteholder,
       either before

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       or after the event, and such waiver will be the equivalent of such
       notice. Waivers of notice by Class A-1 Noteholders will be filed with the
       Class A-1 Note Trustee but such filing will not be a condition precedent
       to the validity of any action taken in reliance upon such a waiver.

       Any such notice will be deemed to have been given on the date such notice
       is deposited in the mail.

       In case, by reason of the suspension of regular mail services as a result
       of a strike, work stoppage or similar activity, it is impractical to mail
       notice of any event to Class A-1 Noteholders when such notice is required
       to be given, then any manner of giving such notice as the Issuer directs
       the Class A-1 Note Trustee will be deemed to be a sufficient giving of
       such notice.

11.2   Class A-1 Note Information

       Any notice specifying a Distribution Date, a Interest Rate in relation to
       the Class A-1 Notes, a Class A-1 Interest Amount, a Class A-1 Principal
       Amount (or the absence of a Class A-1 Principal Amount), an Invested
       Amount, a Stated Amount, a Class A-1 Note Factor in relation to the Class
       A-1 Notes, or any other matter permitted to be given in accordance with
       this Condition [ ] 11.2, will be deemed to have been duly given if the
       information contained in the notice appears on the relevant page of the
       Reuters Screen or the electronic information system made available to its
       subscribers by Bloomberg, L.P. or another similar electronic reporting
       service approved by the Class A-1 Note Trustee in writing and notified to
       Class A-1 Noteholders pursuant to Condition [ ] 11.1 (the "Relevant
       Screen"). Any such notice will be deemed to have been given on the first
       date on which such information appeared on the Relevant Screen.  If it is
       impossible or impracticable to give notice in accordance with this
       paragraph then notice of the matters referred to in this Condition will
       be given in accordance with Condition [ ] 11.1.

11.3   Quarterly Servicing and Other Reports

       The Manager must deliver a Quarterly Servicing Report for each Accrual
       Period to the Class A-1 Note Trustee, the Principal Paying Agent, the
       Issuer and each Class A-1 Noteholder on the Business Day preceding the
       Distribution Date on the last day of the Accrual Period in accordance
       with Condition 11.1 and, for so long as the Class A-1 Notes are listed on
       the Official List of the London Stock Exchange file each Quarterly
       Servicing Report with the London Stock Exchange as and when required by
       the rules of the London Stock Exchange.

       The Issuer and the Manager must, to the extent required by the rules and
       regulation of the Securities and Exchange Commission, forward to Class A-
       1 Noteholders, and such other persons as are required by the Trust
       Indenture Act , such summaries of any information, documents and reports
       required to be filed by the Issuer or the Manager in accordance with the
       Securities and Exchange Act 1934 of the United States of America or the
       rules and regulations of the Securities and Exchange Commission.

       "Quarterly Servicing Report" in relation to an Accrual Period and the
       Distribution

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       Date at the end of that Accrual Period means a report which contains the
       following information:

       .      the aggregate Invested Amounts and the aggregate Stated Amounts of
              each class of Securities on the first day of the Accrual Period;

       .      the amounts to be applied towards payment of interest and
              principal on each class of Securities on the Distribution Date;

       .      the Available Income Amount (as defined in the Series Supplement)
              on the Distribution Date;

       .      the aggregate of all Seller Advances made during the preceding
              Collection Period;

       .      the Redraw Shortfall (as defined in the Standby Redraw Facility
              Agreement) in relation to the preceding Determination Date;

       .      the Income Shortfall (as defined in the Series Supplement) in
              relation to the preceding Determination Date;

       .      the Liquidity Facility Advance (as defined in the Series
              Supplement) in relation to that Distribution Date and the
              Liquidity Facility Principal (as defined in the Series Supplement)
              in relation to the preceding Determination Date;

       .      the Available Principal Amount (as defined in the Series
              Supplement) in relation to that Distribution Date;

       .      the Principal Collections in relation to that Distribution Date;

       .      the Standby Redraw Facility Advance in relation to that
              Distribution Date;

       .      the Redraw Bond Amount (as defined in the Series Supplement) in
              relation to the preceding Determination Date;

       .      the Principal Charge-Off in relation to the preceding
              Determination Date;

       .      the Other Principal Amounts (as defined in the Series Supplement)
              in relation to the preceding Determination Date;

       .      the Principal Charge-Off Reimbursement in relation to the
              preceding Determination Date;

       .      the Principal Charge-offs allocated to each class of Securities
              and the Standby Redraw Facility Principal with effect from that
              Distribution Date;

       .      the Principal Charge-off Reimbursement allocated to each class of
              Securities and the Standby Redraw Facility Principal with effect
              from that Distribution Date;

       .      the Class A-1 Note Factor and the Note Factor (as defined below)
              for each other

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              class of Securities

       .      if the Basis Swap (as defined in the Series Supplement) has
              terminated, the Threshold Rate (as defined in the Series
              Supplement) on the preceding Determination Date;

       .      the Interest Rate (as defined in the Series Supplement with
              respect to the Class A-2 Notes, the Class B Notes and the Redraw
              Bonds) applying to each class of Securities for that Accrual
              Period;

       .      scheduled payments of principal and prepayments of principal
              received on the Mortgage Loans forming part of the Assets of the
              Series Trust during the preceding Collections Period;

       .      aggregate outstanding principal balance of the Mortgage Loans
              forming part of the Assets of the Series Trust being charged a
              fixed rate of interest and the aggregate outstanding principal
              balance of the Mortgage Loans forming part of the Assets of the
              Series Trust being charged a variable rate of interest as at
              opening of business on the preceding Determination Date;

       .      delinquency, mortgagee in possession and loss statistics, as
              determined by the Manager, with respect to the Mortgage Loans
              forming part of the Assets of the Series Trust as at opening of
              business on the preceding Determination Date.

       "Note Factor" in relation to a class of Securities and a Distribution
       Date, means the aggregate of the Invested Amount of the class of
       Securities less all principal payments on that class of Securities to be
       made on that Distribution Date, divided by the aggregate initial Invested
       Amount of that class of Securities.

       [[ ] Further details of the cashflows of the Series Trust and the manner
       of determination of the defined terms relevant to those cashflows and set
       out in the Quarterly Servicing Report are contained in "Description of
       the Class A-1 Notes" of this prospectus.]

11.4   Consents in Writing

       All consents and approvals in these Conditions must be given in writing.

12.    Limitation of Liability of the Issuer

       (a)    The Issuer enters into the Transaction Documents, and issues the
              Class A-1 Notes, only in its capacity as trustee of the Series
              Trust and in no other capacity (except where the Transaction
              Documents provide otherwise).  A liability arising under or in
              connection with the Class A-1 Notes, the Transaction Documents or
              the Series Trust is limited to and can be enforced against the
              Issuer only to the extent to which it can be satisfied out of the
              assets and property of the Series Trust out of which the Issuer is
              actually indemnified for the liability.  This limitation of the
              Issuer's liability applies despite any other provision of the
              Transaction Documents (other than paragraph (c) below) and extends
              to all liabilities and obligations of the Issuer in any way
              connected with any representation, warranty, conduct, omission,


                                                                              93
<PAGE>

              agreement or transaction related to the Transaction Documents, the
              Class A-1 Notes or the Series Trust.

       (b)    No person may sue the Issuer in respect of liabilities incurred by
              the Issuer in its capacity as trustee of the Series Trust other
              than as trustee of the Series Trust or seek the appointment of a
              receiver (except under the Security Trust Deed), a liquidator, an
              administrator or any similar person to the Issuer or prove in any
              liquidation, administration or similar arrangements of or
              affecting the Issuer (except in relation to the assets or property
              of the Series Trust).

       (c)    The provisions of this Condition [ ] 12 will not apply to any
              obligation or liability of the Issuer to the extent that it is not
              satisfied because under a Transaction Document or by operation of
              law there is a reduction in the extent of the Issuer's
              indemnification or exoneration out of the assets or property of
              the Series Trust as a result of the Issuer's fraud, negligence or
              wilful default.

       (d)    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 Issuer (including any
              related failure to satisfy its obligations under the Transaction
              Documents or the Class A-1 Notes) will be considered fraud,
              negligence or wilful default of the Issuer for the purpose of
              paragraph (c) 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 Issuer under any Transaction
              Document (other than a person whose acts or omissions the Issuer
              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.

       (e)    In exercising their powers under the Transaction Documents, each
              of the Security Trustee, the Class A-1 Note Trustee and the Class
              A-1 Noteholders must ensure that no attorney, agent, delegate,
              receiver or receiver and manager appointed by it in accordance
              with a Transaction Document has authority to act on behalf of the
              Issuer in a way which exposes the Issuer to any personal liability
              and no act or omission of any such person will be considered
              fraud, negligence or wilful default of the Issuer for the purpose
              of paragraph (c).

       (f)    The Issuer is not obliged to enter into any commitment or
              obligation under these Conditions or any other Transaction
              Document unless the Issuer's liability is limited in a manner
              which is consistent with this Condition [ ] 12.  The Issuer agrees
              and acknowledges that its liability for any commitment or
              obligation it has entered into under these Conditions is limited
              in a manner which is consistent with this Condition [ ] 12.

       (g)    The Issuer is not obliged to enter into any commitment or
              obligation contemplated by but not contained in these Conditions
              or any other Transaction Document unless the Issuer's liability in
              relation to that commitment or obligation is limited in a manner
              satisfactory to the Issuer in its absolute discretion.

       "Relevant Parties" means each of the Manager, the Seller, the Servicer,
       the Agent

                                                                              94
<PAGE>

       Bank, each Paying Agent, the Class A-1 Note Trustee and the Hedge
       Providers (as those parties, which are not defined in these Conditions,
       are defined in the Series Supplement).

       The expression "fraud, negligence or wilful default" is to be construed
       in accordance with the Security Trust Deed.

       [[ ] A summary of the definition of "wilful default" and further details
       of the manner in which the Issuer's liability is limited in relation to
       the Class A-1 Notes and the Series Trust are contained in "Description of
       the Transaction Documents - The Issuer Trustee" of this prospectus.]

13.    Governing Law

       The Class A-1 Notes and the Transaction Documents are governed by, and
       will be construed in accordance with, the laws of the State of New South
       Wales of the Commonwealth of Australia, except for the Underwriting
       Agreement and each credit support annex to the Currency Swap Agreements
       which are governed by, and will be construed in accordance with, New York
       law.  Each of the Issuer and the Manager has in the Class A-1 Note Trust
       Deed irrevocably agreed for the benefit of the Class A-1 Note Trustee and
       the Class A-1 Noteholders that the courts of the State of New South Wales
       are to have non-exclusive jurisdiction to settle any disputes which may
       arise out of or in connection with the Class A-1 Note Trust Deed and the
       Class A-1 Notes.

                                                                              95
<PAGE>

                                     Agents


Principal Paying Agent:       The Bank of New York, New York Branch
                              101 Barclay Street, 21W
                              New York, New York, 10286



Class A-1 Notes Registrar:    The Bank of New York, New York Branch
                              101 Barclay Street, 21W
                              New York, New York, 10286

                              or

                              48th Floor
                              One Canada Square
                              London  E14  5AL



Agent Bank:                   The Bank of New York, New York Branch
                              101 Barclay Street, 21W
                              New York, New York, 10286



Paying Agent:                 The Bank of New York, London Branch
                              48th Floor
                              One Canada Square
                              London  E14  5AL

                                                                              96
<PAGE>

                                   SCHEDULE 2

       Terms and Conditions of the Class A-1 Notes

       The following, subject to amendments, are the terms and conditions of the
       Class A-1 Notes, substantially as they will appear on the reverse of any
       Class A-1 Notes.  Class A-1 Notes will initially be issued in book entry
       form.  Class A-1 Notes in definitive form will only be issued in limited
       circumstances.  While the Class A-1 Notes remain in book entry form, the
       same terms and conditions govern them, except to the extent that they are
       appropriate only to the Class A-1 Notes in definitive form.  [[ ] A
       summary of the provisions applicable to the Class A-1 Notes while in book
       entry form, including the circumstances in which Class A-1 Notes in
       definitive form will be issued, is set out in "Description of the
       Class A-1 Notes -Form of the Class A-1 Notes" of this prospectus.]

       [[ ]Sections in italics are included by way of explanation only and do
       not constitute part of the terms and conditions of the Class A-1 Notes.]

 1.    General

       The issue of the US$[[ ]1,000,000,000] Class A-1 Mortgage Backed Floating
       Rate Notes due [ ] July 2031 (the "Class A-1 Notes"), the A$[[
       ]300,000,000] Class A-2 Mortgage Backed Floating Rate Notes due [ ] July
       2031 (the "Class A-2 Notes" and together with the Class A-1 Notes, the
       "Class A Notes") and the A$[[ ]15,000,000] Class B Mortgage Backed
       Floating Rate Notes due [ ] July 2031 (the "Class B Notes") (together the
       "Notes") by Perpetual Trustee Company Limited, ACN 000 001 007,
       ("Perpetual") in its capacity as trustee of the Series 2000-1G Medallion
       Trust (the "Series Trust") (Perpetual in such capacity, the "Issuer") was
       authorised by a resolution of the board of directors of Perpetual passed
       on [[ ]].

       The Class A-1 Notes: (a) are constituted by a Class A-1 Note Trust Deed
       (the "Class A-1 Note Trust Deed") dated [[ ]] made between the Issuer,
       Securitisation Advisory Services Pty Limited, ACN 064 133 946, (the
       "Manager") and The Bank of New York, New York Branch (the "Class A-1 Note
       Trustee") as trustee for the several persons who are for the time being
       registered holders of the Class A-1 Notes (each a "Class A-1 Noteholder"
       and together the "Class A-1 Noteholders"); and (b) are issued subject to,
       and with the direct or indirect benefit of, amongst other things (i) a
       Master Trust Deed (the "Master Trust Deed") dated 8 October 1997 made
       between the Manager and Perpetual, as amended from time to time; (ii) a
       Series Supplement (the "Series Supplement") dated [[ ]] made between
       Commonwealth Bank of Australia, ACN 123 123 124 (generally the "Bank" and
       in its respective capacities under the Series Supplement the "Seller" and
       the initial "Servicer"), the Manager and the Issuer; (iii) a Security
       Trust Deed (the "Security Trust Deed") dated [[ ]] made between the
       Issuer, the Manager, the Class A-1 Note Trustee and P.T. Limited, ACN 004
       454 666 (the "Security Trustee"); (iv) the Class A-1 Note Trust Deed; (v)
       these terms and conditions (the "Conditions"); and (vi) the Agency
       Agreement (as defined below).

       Certain provisions of these Conditions (including the definitions herein)
       are summaries of the Transaction Documents (as defined in Condition [ ]
       3) and are subject to the detailed provisions of the Transaction
       Documents, a copy of which may be inspected as indicated in Condition [ ]
       3.

       Payments of interest and principal, and the calculation of certain
       amounts and rates, under these Conditions in respect of the Class A-1
       Notes will be made pursuant to an Agency Agreement (the "Agency
       Agreement") dated [.] made between the Issuer, the Class A-1 Note
       Trustee, the Manager, The Bank of New York, New York Branch, as the
       initial principal paying agent (the "Principal Paying Agent") (together
       with any other paying agent appointed from time to time under the Agency
       Agreement, the "Paying Agents"), as the initial agent bank (the "Agent
       Bank") and as the initial Class A-1 note registrar (the "Class A-1 Note
       Registrar") and The Bank of New York, London Branch as an initial paying
       agent.

       The Issuer has entered into ISDA Master Agreements (each a "Currency Swap
       Agreement") with Merrill Lynch Capital Services Inc. and Commonwealth
       Bank of Australia (each a "Currency Swap Provider") and the Manager, each
       together with a schedule and a credit support annex and a confirmation
       relating thereto in respect of the Class A-1 Notes (each such
       confirmation documenting a "Class A-1 Currency Swap").

       The Class A-1 Notes will on issue be listed on the London Stock Exchange
       Limited (the "London Stock Exchange").

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

 2.    Definitions and Interpretation

 2.1   Incorporated Definitions and other Provisions

                                                                              97
<PAGE>

       Where in these Conditions 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, to
       that other Transaction Document or to that provision (as the case may be)
       will be of no effect for the purposes of these Conditions unless and
       until the amendment: (a) if it does not effect a Payment Modification (as
       defined in Condition 10.3) is either: (i) if the Class A-1 Note Trustee
       is of the opinion that the amendment will not be materially prejudicial
       to the interests of the Class A-1 Noteholders, consented to by the Class
       A-1 Note Trustee; or (ii) otherwise, approved by a Special Majority (as
       defined in Condition 10.3) of the Class A-1 Noteholders under the Class
       A-1 Note Trust Deed; or (b) if the amendment does effect a Payment
       Modification (as defined in Condition 10.3), is consented to by each
       Class A-1 Noteholder.

 2.2   Interpretation

       In these Conditions, unless the context otherwise requires: (a) a
       reference to a party includes that party's executors, administrators,
       successors, substitutes and assigns, including any person replacing that
       party by way of novation; (b) a reference to any regulation or to any
       section or provision thereof includes any statutory modification or re-
       enactment or any statutory provision substituted therefor and all
       ordinances, by-laws, regulations and other statutory instruments issued
       thereunder; (c) subject to Condition [ ] 2.1, a reference to any document
       or agreement is a reference to such document or agreement as amended,
       varied, supplemented or replaced from time to time; (d) words importing
       the singular include the plural (and vice versa); (e) words denoting a
       given gender include all other genders; and (f) headings are for
       convenience only and do not affect the interpretation of these
       Conditions.

  2.3  Calculations

       Except as expressly provided otherwise in these Conditions, all
       calculations in a given currency under these Conditions will be rounded
       down to the nearest cent in that currency and all other calculations and
       percentages determined hereunder will be rounded down to the nearest 4
       decimal places.

   3.  Class A-1 Noteholders Bound

       The Class A-1 Noteholders are bound by, and are deemed to have notice of,
       all the provisions of the Transaction Documents.  A copy of each
       Transaction Document is available for inspection during normal business
       hours on New York business days at the registered office for the time
       being of the Class A-1 Note Trustee (which is, at the date of these
       Conditions, 101 Barclay Street, 21W, New York, New York, 10286 ).

       "Transaction Documents" means the Master Trust Deed in so far as it
       relates to the Series Trust, the Series Supplement, the Currency Swap
       Agreements, the Interest Rate Swap Agreement, the Liquidity Facility
       Agreement, the Standby Redraw Facility Agreement, the GEMICO Mortgage
       Insurance Policies, the Security Trust Deed, the Dealer Agreement, the
       Underwriting Agreement, the Class A-1 Note Trust Deed, these

                                                                              98
<PAGE>

       Conditions, the Agency Agreement and any other document which is agreed
       by the Manager and the Issuer to be a Transaction Document in relation to
       the Series Trust.

       "Dealer Agreement", "GEMICO Mortgage Insurance Policies", "Interest Rate
       Swap Agreement", "Liquidity Facility Agreement", "Standby Redraw Facility
       Agreement" and "Underwriting Agreement" have the same respective meanings
       as in the Series Supplement.  [[ ] Further details of these documents are
       contained in "The Mortgage Insurance Policies", "Description of the Class
       A-1 Notes - The Interest Rate Swaps", "Description of the Transaction
       Documents - The Liquidity Facility, - The Standby Redraw Facility", "Plan
       of Distribution" and "Listing and General Information - Transaction
       Documents Available for Inspection" of this prospectus.]

  4.   Form, Denomination and Title of and to, and the issue of definitive,
       Class A-1 Notes

 4.1   Form and Denomination

       The Class A-1 Notes will be issued in registered form, without interest
       coupons, in minimum denominations of US$100,000 or integral multiples
       thereof.  The initial principal amount of each Class A-1 Note (the
       "Initial Invested Amount" in relation to that Class A-1 Note) will be
       stated on its face.

 4.2   Title

       Title to the Class A-1 Notes will only be shown on, and will only pass by
       registration in, the register (the "Class A-1 Note Register") maintained
       by the Class A-1 Note Registrar in accordance with the Agency Agreement.
       Class A-1 Notes may be transferred, or may be exchanged for other Class
       A-1 Notes in any authorised denominations and a like Invested Amount (as
       defined in Condition [ ]6.4), upon the surrender of the Class A-1 Notes
       to be transferred or exchanged duly endorsed with or accompanied by a
       written instrument of transfer and exchange duly executed (with such
       execution guaranteed by an eligible guarantor institution) and the
       provision of such other documents as the Class A-1 Note Registrar may
       reasonably require, to a specified office of the Class A-1 Note Registrar
       (as set out at the end of these Conditions or otherwise notified to Class
       A-1 Noteholders) subject to and in accordance with the Agency Agreement.
       No service charge may be made for any transfer or exchange, but the Class
       A-1 Note Registrar may require payment by the Class A-1 Noteholder of a
       sum sufficient to cover any tax or other governmental charge that may be
       imposed in connection with any transfer or exchange of Class A-1 Notes.
       The Class A-1 Note Registrar need not register transfers or exchanges of
       Class A-1 Notes for a period of 30 days preceding the due date for any
       payment with respect to the Class A-1 Notes or for a period, not
       exceeding 30 days, specified by the Class A-1 Note Trustee prior to any
       meeting, which includes Class A-1 Noteholders, under the Master Trust
       Deed or the Security Trust Deed. The Issuer, the Class A-1 Note Trustee,
       the Manager, the Agent Bank and each Paying Agent may accept the
       correctness of the Class A-1 Note Register and any information provided
       to it by the Class A-1 Note Registrar and is not required to enquire into
       its authenticity. None of the Issuer, the Class A-1 Note Trustee, the
       Manager, the Agent Bank, any Paying Agent or the Class A-1 Note Registrar
       is liable for any mistake in the Class A-1 Note Register or in any
       purported copy except to the extent that the mistake is attributable to
       its own fraud, negligence or

                                                                              99
<PAGE>

       wilful default.

5.     Status, Security and Relationship between the Class A-1 Notes, the Class
       A-2 Notes, the Class B Notes and the Redraw Bonds

5.1    Status of the Securities

       The Notes and the Redraw Bonds (as defined in Condition [ ] 5.6)
       (together the "Securities") are direct, secured (as described in
       Condition [ ] 5.2) limited recourse (as described in Condition [ ] 5.3)
       obligations of the Issuer.

5.2    Security

       The obligations of the Issuer under the Securities are (amongst the other
       payment obligations of the Issuer comprising the Secured Moneys (as
       defined below)) secured, pursuant to the Security Trust Deed, in favour
       of the Security Trustee as trustee for the Secured Creditors (as defined
       below), by a floating charge (the "Charge") over all of the assets and
       property, real and personal (including choses in action and other
       rights), tangible and intangible, present or future, of the Series Trust
       (the "Charged Property"). The Charged Property includes an equitable
       interest in certain mortgage loans, and related mortgages, acquired by
       the Issuer from the Seller. The Charge is a first ranking security,
       subject only to the Prior Interest in the Charged Property.

       [[ ] Further details regarding the Charged Property are contained in
       "Description of the Assets of the Trust" of this prospectus]

       "Class A Noteholders" means the Class A-1 Noteholders and the Class A-2
       Noteholders (as defined in the Series Supplement).

       "Invested Amount" in relation to a Class A-1 Note is defined in Condition
       [ ]6.4 and in relation to a Class A-2 Note, Class B Note or Redraw Bond
       means (as defined in the Series Supplement) A$100,000 less the aggregate
       of all amounts previously paid in relation to that Note or Redraw Bond on
       account of principal pursuant to clause [ ]10.3(c) of the Series
       Supplement.

       "Prior Interest" means the lien over, and right of indemnification from,
       the Charged Property held by the Issuer under, and calculated in
       accordance with, the Master Trust Deed for the fees, costs, charges and
       expenses incurred by or payable to the Issuer (in its capacity as trustee
       of the Series Trust) in accordance with the Master Trust Deed and the
       Series Supplement (other than the Secured Moneys) which are unpaid or
       paid by the Issuer but not reimbursed to the Issuer from the assets and
       property of the Series Trust.

       "Secured Creditors" means the Class A-1 Note Trustee (in its personal
       capacity and as trustee of the Class A-1 Trust established under the
       Class A-1 Note Trust Deed), each Paying Agent, each Securityholder, each
       Hedge Provider, the Liquidity Facility Provider (as defined in the Series
       Supplement), the Standby Redraw Facility Provider (as defined in the
       Series Supplement), the Servicer and the Seller.

       "Secured Moneys" means, without double counting, the aggregate of all
       moneys owing

                                                                             100
<PAGE>

       to the Security Trustee or to a Secured Creditor under any of the
       Transaction Documents, whether such amounts are liquidated or not or are
       contingent or presently accrued due, and includes all rights sounding in
       damages only provided that:

       (a)    the amount owing by the Issuer in relation to the principal
              component of a Security is to be calculated by reference to the
              Invested Amount of that Security;

       (b)    the amount owing by the Issuer in relation to the principal
              component of the Standby Redraw Facility Agreement is to be
              calculated by reference to the aggregate of the Standby Redraw
              Facility Principal and the Unreimbursed Principal Charge-offs in
              relation to the Standby Redraw Facility Principal; and

       (c)    the Secured Moneys do not include any fees or value added tax
              payable to the Class A-1 Note Trustee or an Agent referred to in
              clause [ ]12.7 of the Class A-1 Note Trust Deed or Clause
              [ ]12.6 of the Agency Agreement.

       "Securityholders" means the Class A Noteholders, the Class B Noteholders
       (as defined in the Series Supplement) and the Redraw Bondholders (as
       defined in the Series Supplement).

5.3    Limited Recourse

       The liability of the Issuer to make interest and principal payments on
       the Class A-1 Securities is limited, except in certain circumstances
       described in Condition [ ]12, to the assets and property of the Series
       Trust available for this purpose in accordance with, and subject to the
       order of priority of payments in, the Series Supplement (prior to
       enforcement of the Charge) or the Security Trust Deed (following
       enforcement of the Charge).

       The net proceeds of realisation of the assets and property of the Series
       Trust (including following enforcement of the Charge) may be insufficient
       to pay all amounts due to the Class A-1 Noteholders and any other amounts
       ranking in priority to or equally with amounts due to the Class A-1
       Noteholders.  Except in the limited circumstances described in Condition
       [ ]12, the assets of Perpetual held in its personal capacity will not be
       available for payment of any shortfall arising and all claims in respect
       of such shortfall will be extinguished.  The assets of Perpetual held in
       its capacity as trustee of any other trust (including any other series
       trust established pursuant to the Master Trust Deed) will not in any
       circumstances be available to pay any amounts due to Class A-1
       Noteholders.

       None of the Bank, the Manager, the Class A-1 Note Trustee, the Security
       Trustee, any Agent, each Currency Swap Provider or the Managers (as
       defined in the Underwriting Agreement), amongst others, has any
       obligation to any Class A-1 Noteholder for payment of any amount owed by
       the Issuer in respect of the Class A-1 Notes.

5.4    No Preference within the Class A-1 Notes

       The Class A-1 Notes rank equally and rateably and without any preference
       or priority among themselves.

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<PAGE>

5.5    Ranking of Class A-1 and Class A-2 Notes

       Prior to the enforcement of the Charge, under the Series Supplement the
       Class A-1 Notes and Class A-2 Notes will rank equally and rateably in
       relation to the payment of interest and the repayment of principal (the
       amounts payable by the Issuer under the Series Supplement in relation to
       the Class A-1 Notes will be calculated by reference to the applicable
       Australian dollar amounts payable by the Issuer to the Currency Swap
       Providers, which rank equally and rateably with amounts payable in
       respect of the Class A-2 Notes, which in turn will be applied to meet the
       payment of interest and the repayment of principal (as applicable) on the
       Class A-1 Notes as explained, respectively, in Conditions [ ] 6.9 and
       7.2). Following enforcement of the Charge, under the Security Trust Deed
       the payment of amounts owing in relation to the Class A-1 Notes and the
       Class A-2 Notes will rank rateably (the amounts owing in respect of the
       Class A-1 Notes will, for the purposes of determining distributions to,
       and allocations between, the Class A-1 Noteholders, the Class A-2
       Noteholders and the other Secured Creditors, be converted into A$ in
       accordance with the Security Trust Deed).

5.6    Issue of Redraw Bonds

       Under the Series Supplement, the Issuer is entitled to issue debt
       securities ("Redraw Bonds") from time to time at the direction of the
       Manager.  If prior to a Determination Date, the Manager considers that
       the aggregate of:

       (a)    the Principal Collections, the Principal Charge-Off Reimbursements
              (as defined in Condition [ ] 7.10) and the Other Principal Amounts
              for the Collection Period ending on the Determination Date; and

       (b)    the Standby Redraw Facility Advance (as hereinafter defined) (if
              any) to be made on the next Distribution Date (as defined in
              Condition [ ] 6.2),

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

       (c)  the Seller Advances; and

       (d)    the Standby Redraw Facility Principal,

       that the Manager estimates will be outstanding on the Determination Date,
       the Manager may direct the Issuer to issue Redraw Bonds for a principal
       amount specified in the direction.  The maximum Stated Amount (as
       hereinafter defined) of the Redraw Bonds outstanding on any Distribution
       Date (after taking into account any expected repayment of principal on
       the Redraw Bonds on that Distribution Date) must not exceed the Redraw
       Bond Principal Limit.

       "Collection Period", "Determination Date", "Other Principal Amount",
       "Principal Collections", "Redraw Bond Principal Limit", "Seller Advance",
       "Standby Redraw Facility Advance", "Standby Redraw Facility Principal"
       and "Stated Amount" in

                                                                             102
<PAGE>

       relation to the Redraw Bonds have the same respective meanings as in the
       Series Supplement. [[ ] For a description of these, see "Description of
       the Class A-1 Notes - Key Dates and Periods, - Determination of the
       Available Principal Amount and - Redraws" and "Glossary" of this
       prospectus.]

       Prior to the enforcement of the Charge, under the Series Supplement: (i)
       the payment of interest on the Redraw Bonds will rank equally and
       rateably with the payment of interest on the Class A Notes (or, in the
       case of the Class A-1 Notes, equally and rateably with the payment of the
       relevant A$ amount by the Issuer to the Currency Swap Providers which in
       turn will be applied to meet the payment of interest on the Class A-1
       Notes as explained in Condition [ ] 6.9); and (ii) the repayment of
       principal on the Redraw Bonds will rank ahead of the repayment of
       principal on the Class A Notes (or, in the case of the Class A-1 Notes,
       ahead of the payment of the relevant A$ amount by the Issuer to the
       Currency Swap Providers which in turn will be applied to meet the
       repayment of principal on the Class A-1 Notes as explained in Condition [
       ] 7.2).

       Following the enforcement of the Charge, under the Security Trust Deed
       the payment of amounts owing in relation to the Redraw Bonds will rank
       rateably with the payment of amounts owing in relation to the Class A
       Notes (the amounts owing in respect of the Class A-1 Notes will, for the
       purposes of determining distributions to, and allocations between, the
       Class A-1 Noteholders and Redraw Bondholders and other Secured Creditors,
       be converted into A$ in accordance with the Security Trust Deed).

5.7    Subordination of Class B Notes

       Prior to the enforcement of the Charge, the payment of interest in
       relation to the Class B Notes is subordinated to, amongst other things,
       the payment of interest on the Class A Notes and the Redraw Bonds in
       accordance with the Series Supplement; and the repayment of the principal
       on the Class B Notes is, to a certain extent, subordinated to, amongst
       other things, the repayment of the principal on the Class A Notes and the
       Redraw Bonds in accordance with the calculations to be made of the
       amounts to be paid by the Issuer under the Series Supplement (in the case
       of the Class A-1 Notes, the subordination of the Class B Notes is in
       respect of the relevant A$ amounts payable by the Issuer to the Currency
       Swap Providers which in turn will be applied to meet the payment of
       interest and the repayment of principal on the Class A-1 Notes as
       explained, respectively, in Conditions [ ] 6.9 and 7.2.).  [[ ] For a
       description of the order of application of available proceeds under the
       Series Trust, the consequent subordination of the payment of interest and
       repayment of principal on the Class B Notes, see "Description of the
       Class A-1 Notes -Distribution of the Available Income Amount, -
       Distribution of the Available Principal Amount and - Allocation of
       Principal to Class A Notes and Class B Notes" of this prospectus]

       Following the enforcement of the Charge, in the distribution of the net
       proceeds (if any) arising from the enforcement of the Charge, any payment
       in relation to the Class B Notes will be subordinated to, amongst other
       things, payment of all amounts due in relation to the Class A Notes and
       the Redraw Bonds (the amounts owing in respect of the Class A-1 Notes
       will, for the purposes of determining distributions to, and allocations
       between, the Class A-1 Noteholders, and Class B Noteholders and other

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       Secured Creditors, be converted into A$ in accordance with the Security
       Trust Deed).  [[ ] For a description of the order of application of the
       proceeds of the enforcement of the Charge under the Security Trust Deed,
       see "Description of the Transaction Documents - The Security Trust Deed -
       Priorities under the Security Trust Deed" of this prospectus.]

       The Security Trust Deed contains provisions requiring the Security
       Trustee, subject to other provisions of the Security Trust Deed, to give
       priority to the interests of the Class A Noteholders and the Redraw
       Bondholders if there is a conflict between the interests of the Class A
       Noteholders and the Redraw Bondholders (on the one hand) and any other
       Secured Creditor, including the Class B Noteholders (on the other hand).
       In determining the interests of the Class A-1 Noteholders, the Security
       Trustee may rely on a determination of the Class A-1 Note Trustee.

5.8    The Securities Rank Equally Except as Provided in the Transaction
       Documents

       The Securities enjoy the same rights, entitlements, benefits and
       restrictions except as expressly provided in the Transaction Documents.

6.     Interest

6.1    Period of Accrual

       Each Class A-1 Note accrues interest from (and including) [[ ]] (the
       "Closing Date") and ceases to accrue interest on (but excluding) the
       earliest of:

       (a)    the date on which the Stated Amount (as hereinafter defined) of
              the Class A-1 Note is reduced to zero and all accrued but
              previously unpaid interest, is paid in full;

       (b)    the date on which the Class A-1 Note is redeemed or repaid in full
              in accordance with Condition [ ] 7 (other than Condition [ ] 7.6)
              unless, upon presentation, payment is improperly withheld or
              refused in which case the Class A-1 Note will continue to bear
              interest in accordance with this Condition [ ] 6 (both before and
              after judgment) until (but excluding) whichever is the earlier of:

              (i)    the day on which all sums due in respect of the Class A-1
                     Note up to that day are received by or on behalf of the
                     Class A-1 Noteholder; and

              (ii)   the seventh day after notice is given to the Class A-1
                     Noteholder (either in accordance with Condition [ ] 11.1 or
                     individually) that, where required by Condition 8.2, upon
                     presentation thereof being duly made, such payment will be
                     made, provided that upon such presentation payment is in
                     fact made; and

       (c)    the date on which the Class A-1 Note is deemed to be redeemed in
              accordance with Condition [ ] 7.6.

       "Stated Amount" in relation to:

       (a)    a Class A-1 Note at any given time means the Initial Invested
              Amount of that Class

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              A-1 Note less the sum of:

              (i)    the aggregate of all amounts previously paid in relation to
                     that Class A-1 Note on account of principal pursuant to
                     Condition [ ] 7.2(c); and

              (ii)   the aggregate of all then Unreimbursed Principal Charge-
                     offs (as defined in Condition [ ] 7.10) in relation to that
                     Class A-1 Note; and

       (b)    any other Security at any given time means (as defined in the
              Series Supplement) A$100,000 less the sum of:

              (i)    the aggregate of all amounts previously paid in relation to
                     that A$ Security on account of principal pursuant to clause
                     [ ]10.3 of the Series Supplement; and
              (ii)   the aggregate of all then Unreimbursed Principal
                     Charge-Offs (as defined in the Series Supplement) in
                     relation to that A$Security.

       [[ ] For a description of how the Stated Amount is determined for the
       Securities see "Description of the Class A-1 Notes - Distribution of the
       Available Principal Amounts - Allocations of Principal to Class A Notes
       and Class B Notes and - Principal Charge-Off" and "Glossary" of this
       prospectus.]

6.2    Accrual Periods

       The period that a Class A-1 Note accrues interest in accordance with
       Condition  [ ] 6.1 is divided into periods (each an "Accrual Period").
       The first Accrual Period for a Class A-1 Note commences on (and includes)
       the Closing Date and ends on (but does not include) the first
       Distribution Date thereafter. Each succeeding Accrual Period for a Class
       A-1 Note commences on (and includes) a Distribution Date and ends on (but
       does not include) the next Distribution Date. The final Accrual Period
       for a Class A-1 Note ends on (but does not include) the date on which
       interest ceases to accrue on the Class A-1 Note pursuant to Condition [ ]
       6.1.

       "Distribution Date" means the 12th day of [[ ] July, October, January and
       April] in each year (or, if such a day is not a Business Day, the next
       Business Day).  The first Distribution Date is 12 [[ ]July] 2000 (or, if
       that day is not a Business Day, the next Business Day).

       "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.

6.3    Interest Rate for the Class A-1 Notes

       The rate of interest ("Interest Rate") payable from time to time in
       respect of a Class A-1 Note and an Accrual Period is the aggregate of
       USD-LIBOR-BBA (as hereinafter defined) for that Accrual Period and the
       Issue Margin (as hereinafter defined) in relation to the Class A-1 Note.

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<PAGE>

       "USD-LIBOR-BBA" for an Accrual Period will be calculated by the Agent
       Bank in accordance with paragraph (a) (or, if applicable, paragraph (b))
       below (subject, in the case of the first Accrual Period, to paragraph (c)
       below):

       (a)    on the second Banking Day before the beginning of the Accrual
              Period (a "Rate Set Date") the Agent Bank will determine the rate
              "USD-LIBOR-BBA" as the applicable Floating Rate Option under the
              Definitions of the International Swaps and Derivatives
              Association, Inc. ("ISDA") (the "ISDA Definitions") being the rate
              applicable to any Accrual Period for three-month deposits in US
              dollars in the London inter-bank market which appears on the Rate
              Page (as hereinafter defined) as of 11.00am, London time, on the
              Rate Set Date;

       (b)    if such rate does not appear on the Rate Page at that time, the
              USD-LIBOR-BBA for that Accrual Period will be determined as if the
              Issuer and the Agent Bank had specified "USD-LIBOR-Reference
              Banks" as the applicable Floating Rate Option under the ISDA
              Definitions.  For this purpose "USD-LIBOR-Reference Banks" means
              that the rate for an Accrual Period will be determined on the
              basis of the rates at which deposits in US dollars are offered by
              the Reference Banks (being four major banks in the London
              interbank market determined by the Agent Bank) at approximately
              11.00am, London time, on the Rate Set Date to prime banks in the
              London interbank market for a period of three months commencing on
              the first day of the Accrual Period and in a Representative Amount
              (as defined in the ISDA Definitions).  The Agent Bank will request
              the principal London office of each of the Reference Banks to
              provide a quotation of its rate.  If at least two such quotations
              are provided, the USD-LIBOR-BBA for that Accrual Period will be
              the arithmetic mean of the quotations.  If fewer than two
              quotations are provided as requested, the USD-LIBOR-BBA for that
              Accrual Period will be the arithmetic mean of the rates quoted by
              not less than two major banks in New York City, selected by the
              Agent Bank and the Currency Swap Providers, at approximately
              11.00am, New York City time, on that Rate Set Date for loans in US
              dollars to leading European banks for a period of three months
              commencing on the first day of the Accrual Period and in a
              Representative Amount.  If no such rates are available in New York
              City, then the USD-LIBOR-BBA for such Accrual Period will be the
              most recently determined rate in accordance with paragraph (a);
              and

       (c)    the USD-LIBOR-BBA for the first Accrual Period will be the rate
              determined by linear interpolation calculated in accordance with
              paragraph (a) or, if applicable, paragraph (b) above with
              reference to the duration of the first Accrual Period.

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

       "Rate Page" means Telerate Page 3750 or, if Telerate Page 3750 ceases to
       quote the relevant rate, such other page, section or part of Telerate as
       quotes the relevant rate and is selected by the Agent Bank or, if there
       is no such page, section or part of such other page, section or part of a
       different screen information service as quotes the relevant rate selected
       by the Agent Bank and approved by the Class A-1 Note Trustee.

                                                                             106
<PAGE>

       "Issue Margin" in relation to a Class A-1 Note means, subject to the
       following:

       (a)    for the period from, and including, the Closing Date to, but
              excluding, the Call Date (as defined in Condition [] 7.3), [[]]%
              per annum; and

       (b)    for the period from, and including, the Call Date to, but
              excluding, the date on which that Class A-1 Note ceases to accrue
              interest in accordance with Condition [] 6.1, [[]]% per annum.

       If on or after the Call Date the Issuer, 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 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 (as defined in Condition [] 9.1) the redemption of the
       Securities at their Stated Amount, then the Issue Margin in relation to
       each Class A-1 Note from, and including, that Distribution Date to, but
       excluding, the date on which that Class A-1 Note ceases to accrue
       interest in accordance with Condition 6.1, is [[]]% per annum.

       There is no maximum or minimum Interest Rate for the Class A-1 Notes.

6.4    Calculation of Interest on the Class A-1 Notes

       Interest on each Class A-1 Note for an Accrual Period (the "Class A-1
       Interest Amount") is calculated by applying the Interest Rate for that
       Class A-1 Note for that Accrual Period to the Invested Amount of that
       Class A-1 Note on the first day of the Accrual Period (after taking into
       account any reductions in the Invested Amount of that Class A-1 Note on
       that day), by then multiplying such product by the actual number of days
       in the Accrual Period divided by 360 and rounding the resultant figure
       down to the nearest cent.

       "Invested Amount" in relation to a Class A-1 Note means the Initial
       Invested Amount of that Class A-1 Note less the aggregate of all amounts
       previously paid in relation to that Class A-1 Note on account of
       principal pursuant to Condition [] 7.2(c).

6.5    Determination of Interest Rate and Class A-1 Interest Amount

       The Agent Bank will, as soon as practicable after 11.00am (London time
       or, if applicable, New York City time) on each Rate Set Date, determine
       the Interest Rate in relation to the Class A-1 Notes, and calculate the
       Class A-1 Interest Amount, for the immediately succeeding Accrual Period
       in accordance with, respectively, Conditions 6.3 and 6.4.  The
       determination of the Interest Rate, and the calculation of the Class A-1
       Interest Amount, by the Agent Bank in accordance with, respectively,
       Conditions 6.3 and 6.4 will (in the absence of manifest error, wilful
       default or bad faith) be final and binding upon all parties.

6.6    Notification and Publication of Interest Rate and Class A-1 Interest
       Amount

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<PAGE>

       The Agent Bank will cause the Interest Rate and the Class A-1 Interest
       Amount for each Accrual Period, and the date of the next Distribution
       Date, to be notified to the Issuer, the Manager, the Class A-1 Note
       Trustee, the Currency Swap Providers, the Paying Agents and the London
       Stock Exchange (for so long as the Class A-1 Notes are listed on the
       Official List of the London Stock Exchange) on or as soon as practical
       after the Agent Bank has determined the Interest Rate and calculated the
       Class A-1 Interest Amount or on such earlier date as the London Stock
       Exchange may require (for so long as the Class A-1 Notes are listed on
       the Official List of the London Stock Exchange) and will cause the same
       to be published in accordance with Condition 11.2 as soon as practical
       after that notification. The Class A-1 Interest Amount and the
       Distribution Date may subsequently be amended (or appropriate alternative
       arrangements made by way of adjustment) without notice in the event of an
       extension or shortening of the Accrual Period.  If following the
       occurrence of an Event of Default (as defined in Condition 9.1), the
       Security Trustee declares in accordance with the Security Trust Deed that
       the Class A-1 Notes are immediately due and payable, the Class A-1
       Interest Amount and the Interest Rate in respect of the Class A-1 Notes
       will nevertheless continue to be calculated by the Agent Bank in
       accordance with this Condition, but no publication of the Class A-1
       Interest Amount or the Interest Rate so calculated or the Distribution
       Dates needs to be made unless, in the case of the Class A-1 Interest
       Amount or the Interest Rate, the Class A-1 Note Trustee otherwise
       requires.

       [[] For a description of the expression "Event of Default" see
       "Description of the Transaction Documents - The Security Trust Deed" and
       "Glossary" of this prospectus.]

6.7    Determination or Calculation by the Class A-1 Note Trustee

       If the Agent Bank at any time for any reason does not determine the
       Interest Rate in respect of the Class A-1 Notes, or calculate the Class
       A-1 Interest Amount, in accordance with this Condition [] 6, the Class A-
       1 Note Trustee will do so and each such determination or calculation by
       the Class A-1 Note Trustee will be as if made by the Agent Bank. In doing
       so, the Class A-1 Note Trustee will apply the foregoing provisions of
       this Condition [] 6, with any necessary consequential amendments, to the
       extent that it can and in all other respects it will do so in such a
       manner as it considers to be fair and reasonable in all the
       circumstances.

6.8    Agent Bank

       The Issuer will procure that, for so long as any of the Class A-1 Notes
       remain outstanding, there will at all times be an Agent Bank.  The
       Issuer, at the direction of the Manager, may with the prior written
       approval of the Class A-1 Note Trustee, terminate the appointment of the
       Agent Bank immediately on the occurrence of certain events specified in
       the Agency Agreement in relation thereto or, otherwise, by giving not
       less than 60 days' notice in writing to, amongst others, the Agent Bank.
       Notice of that termination will be given by the Issuer to the Class A-1
       Noteholders in accordance with Condition [] 11.1. If any person is unable
       or unwilling to continue to act as the Agent Bank, or if the appointment
       of the Agent Bank is terminated, the Issuer, at the direction of the
       Manager, will appoint a successor Agent Bank to act as such in its place,
       provided that neither the resignation nor removal of the Agent Bank will
       take effect until a successor approved by the Class A-1 Note Trustee has
       been appointed and notice of the appointment of the successor has been
       given by the Issuer to the Class A-1 Noteholders in accordance with
       Condition [] 11.1. The initial Agent Bank and its specified office are
       set out at the end of these Conditions.

6.9    Payment of the Class A-1 Interest Amount

       The Class A-1 Interest Amount for each Accrual Period in relation to a
       Class A-1 Note is payable in arrear in US$ on the Distribution Date which
       is the last day of the Accrual Period.  On each Distribution Date prior
       to the enforcement of the Charge, the Issuer must:

       (a)    to the extent that there are funds available for this purpose in
              accordance with the Series Supplement pay, in accordance with the
              directions of the Manager, the A$ Class A-1 Interest Amount and
              any A$ Unpaid Class A-1 Interest Amount in relation to that
              Distribution Date rateably to the Currency Swap Providers in
              accordance with the Class A-1 Currency Swaps;

       (b)    direct each Currency Swap Provider (which direction may be
              contained in the relevant Class A-1 Currency Swap) to pay the
              Class A-1 Interest Payments on each Distribution Date to the
              Principal Paying Agent in accordance with the Agency Agreement;
              and

       (c)    direct the Principal Paying Agent (which direction may be
              contained in the Agency Agreement) to pay the Class A-1 Interest
              Payments received by it from the Currency Swap Providers on a
              Distribution Date rateably amongst the Class A-1 Notes based on
              their Stated Amounts towards the Class A-1 Interest Amount in
              relation to each Class A-1 Note in relation to the Accrual Period
              ending on that Distribution Date and any then Class A-1 Unpaid
              Interest Amount (as defined in Condition [] 6.10) in relation to
              each Class A-1 Note (to the extent included in the Class A-1
              Interest Payment) in accordance with, and subject to, these
              Conditions and the Agency Agreement.

       "A$ Class A-1 Interest Amount" , "A$ Class A-1 Unpaid Interest Amount"
       and "Class A-1 Interest Payment" have the same respective meanings as in
       the Series Supplement. [[] The method for calculating these, the order of
       application of available funds for payment of the $A Class A-1 Interest
       Amount and $A Class A-1 Unpaid Interest Amount on a Distribution Date and
       other payments ranking in priority to or equally with payment of those
       amounts on a Distribution Date under the Series Supplement are explained
       in "Description of the Class A-1 Notes -Distribution of the Available
       Income Amount and - the Currency Swap - Interest Payments" of this
       prospectus].

6.10   Interest on unpaid Interest Amounts

       If interest is not paid in respect of a Class A-1 Note on the date when
       due and payable, that unpaid interest will itself bear interest at the
       Interest Rate in relation to the Class A-1 Notes applicable from time to
       time until (but excluding the date of payment) the unpaid interest, and
       interest on it, is paid in accordance with Condition [] 6.9 (the unpaid
       interest and interest on that unpaid interest, in relation to a Class A-1
       Note, is a "Class A-1 Unpaid Interest Amount").

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<PAGE>

7.     Redemption of the Class A-1 Notes

7.1    Final redemption of the Class A-1 Notes

       Unless previously redeemed (or deemed to be redeemed) in full, the Issuer
       will redeem the Class A-1 Notes at their then Stated Amount, together
       with all then accrued but unpaid interest, on the Distribution Date
       occurring in July 2030 (the "Scheduled Maturity Date").

7.2    Part Redemption of Class A-1 Notes

       Subject to Conditions [] 7.3, 7.4 and 7.6, on each Distribution Date
       prior to the enforcement of the Charge until the Stated Amount of the
       Class A-1 Notes is reduced to zero the Issuer must :

       (a)    pay, in accordance with the directions of the Manager, the A$
              Class A-1 Principal Amount (if any) in relation to that
              Distribution Date to the Currency Swap Providers in accordance
              with the Class A-1 Currency Swaps;

       (b)    direct each Currency Swap Providers (which instruction may be
              contained in the relevant Class A-1 Currency Swap) to pay on each
              Distribution Date to the Principal Paying Agent in accordance with
              the Agency Agreement the US$ Equivalent of the amount of the A$
              Class A-1 Principal Amount (such US$ Equivalent of the A$ Class A-
              1 Principal Amount being the "Class A-1 Principal Amount")
              received by the Currency Swap Provider from the Issuer on that
              Distribution Date; and

       (c)    direct the Principal Paying Agent (which direction may be
              contained in the Agency Agreement) to pay Class A-1 Principal
              Amount received from the Currency Swap Providers equally amongst
              the Class A-1 Notes towards the repayment of the Stated Amount on
              the Class A-1 Notes in accordance with, and subject to, these
              Conditions and the Agency Agreement.  Such a payment of the Stated
              Amount on a Class A-1 Note will constitute a redemption of the
              Class A-1 Note in part to the extent of such repayment and, upon
              such repayment, the obligation of the Issuer with respect to the
              Class A-1 Note will be discharged to the extent of such repayment.

       "A$ Class A-1 Principal Amount" and "US$ Equivalent" have the same
       respective meanings as in the Series Supplement.  [[] The method for
       calculating these and the other payments ranking in priority to or
       equally with the payment of the A$ Class A-1 Principal Amount on a
       Distribution Date under the Series Supplement are described in
       "Description of Class A-1 Notes - Distribution of the Available Principal
       Amount, - Allocation of Principal to Class A Notes and Class B Notes and
       - The Currency Swap - Principal Payments of this prospectus.]

7.3    Call Option

       The Issuer will, subject to the other provisions of this Condition 7 and
       prior to the enforcement of the Charge, when directed by the Manager (at
       the Manager's option), redeem all, but not some only, of the Securities
       at their then Invested Amount, subject to the following, together with
       all accrued but unpaid interest in respect of the Securities to (but
       excluding) the date of redemption, on any Distribution Date falling on or
       after the earlier of:

                                                                             109
<PAGE>

       (a)    the date on which the aggregate Mortgage Loan Principal (as
              defined in the Series Supplement) expressed as a percentage of the
              aggregate Mortgage Loan Principal at the beginning of business
              (Sydney time) on [[]] falls below 10%; and

       (b)    the Distribution Date falling in [[]] (the "Call Date").

       Notwithstanding the foregoing, the Issuer may redeem the Securities at
       their Stated Amount, instead of at their Invested Amount, together with
       accrued but unpaid interest in respect of the Securities to (but
       excluding) the date of redemption, if so approved by an Extraordinary
       Resolution (as defined in Condition [] 9.1) of the Securityholders
       together.

       The Manager will not direct the Issuer to, and the Issuer will not, so
       redeem the Securities on such a Distribution Date unless the Issuer is in
       a position on the Distribution Date to repay in respect of the Securities
       their then Invested Amount or Stated Amount, as required, together with
       all accrued but unpaid interest to (but excluding) the date of redemption
       and to discharge all its liabilities in respect of amounts which are
       required under the Security Trust Deed to be paid in priority to or
       equally with the Securities of all classes if the Charge were enforced.

       The Issuer will give not more than 60 nor less than 45 days' notice
       (which will be irrevocable) of the Distribution Date on which a proposed
       redemption under this Condition 7.3 will occur to the Seller, the Class
       A-1 Note Trustee, the Principal Paying Agent, the Agent Bank and to the
       Class A-1 Noteholders in accordance with Condition 11.1.

7.4    Redemption for Taxation or Other Reasons

       If the Manager satisfies the Issuer and the Class A-1 Note Trustee
       immediately prior to giving the notice referred to below that by virtue
       of a change in law of the Commonwealth of Australia or any of its
       political subdivisions or any of its authorities or any other
       jurisdiction to which the Issuer becomes subject (or the application or
       official interpretation thereof) (a "Relevant Jurisdiction") from that in
       effect on the Closing Date, either:

       (a)    on the next Distribution Date the Issuer will be required to
              deduct or withhold from any payment of principal or interest in
              respect of the Class A-1 Notes or any other class of the
              Securities any amount for or on account of any present or future
              taxes, duties, assessments or governmental charges of whatever
              nature imposed, levied, collected, withheld or assessed by a
              Relevant Jurisdiction; or

       (b)    the total amount payable in respect of interest in relation to any
              of the Mortgage Loans (as defined in the Series Supplement) for a
              Collection Period ceases to be receivable (whether or not actually
              received) by the Issuer during such Collection Period by reason of
              any present or future taxes, duties, assessments or governmental
              charges of whatever nature imposed, levied, collected, withheld or
              assessed by a Relevant Jurisdiction,

       and, in each case, such obligation cannot be avoided by the Issuer taking
       reasonable measures available to it, the Issuer must, when so directed by
       the Manager (at the

                                                                             110
<PAGE>

       Manager's option), redeem all, but not some only, of the Securities on
       any subsequent Distribution Date at their then Invested Amount, subject
       to the following, together with accrued but unpaid interest in respect of
       the Securities to (but excluding) the date of redemption. Notwithstanding
       the foregoing, the Issuer may redeem the Securities at their Stated
       Amount, instead of at their Invested Amount, together with accrued but
       unpaid interest in respect of the Securities to (but excluding) the date
       of redemption, if so approved by an Extraordinary Resolution (as defined
       in Condition [] 9.1) of the Securityholders together.

       The Manager will not direct the Issuer to, and the Issuer will not, so
       redeem the Securities unless the Issuer is in a position on such
       Distribution Date to repay in respect of the Securities their then
       Invested Amount or Stated Amount, as required, together with all accrued
       but unpaid interest to (but excluding) the date of redemption and to
       discharge all its liabilities in respect of amounts which are required
       under the Security Trust Deed to be paid in priority to or equally with
       the Securities of all classes if the Charge were enforced.

       The Issuer will give not more than 60 nor less than 45 days' notice
       (which will be irrevocable) of the Distribution Date on which a proposed
       redemption under this Condition [] 7.4 will occur to the Class A-1 Note
       Trustee, the Seller, the Principal Paying Agent, the Class A-1 Note
       Registrar, the Agent Bank and the Class A-1 Noteholders in accordance
       with Condition [] 11.1.

       If an event referred to in paragraph (a) of this Condition 7.4 occurs in
       respect of only the Class A-1 Notes (and not any other Securities) and as
       a result thereof the Issuer gives notice in accordance with this
       Condition 7.4 that it proposes to redeem all of the Securities on the
       Distribution Date referred to in that notice, the Class A-1 Noteholders
       may by a Special Majority (as defined in Condition 10.3) in accordance
       with the Class A-1 Note Trust Deed elect that they do not require the
       Issuer to redeem the Class A-1 Notes.  If the Class A-1 Noteholders make
       such an election they (or the Class A-1 Note Trustee on their behalf)
       must notify the Issuer and the Manager not less than 21 days before the
       proposed Distribution Date for the redemption of the Class A-1 Notes.
       Upon receipt of such a notice, the Issuer must not so redeem the
       Securities.

7.5    Certification

       For the purpose of any redemption made under Condition [] 7.3 or 7.4, the
       Issuer and the Class A-1 Note Trustee may rely on any certificate of an
       Authorised Officer (as defined in the Master Trust Deed) of the Manager
       that the Issuer will be in a position to repay in respect of the
       Securities their then Invested Amount or Stated Amount, as applicable,
       together with all accrued but unpaid interest to (but excluding) the date
       of redemption and to discharge all its liabilities in respect of amounts
       required under the Security Trust Deed to be paid in priority to or
       equally with the Securities if the Charge were enforced.

7.6    Redemption on Final Payment

       Upon a final distribution being made in respect of the Class A-1 Notes
       under clause []26.12 of the Series Supplement or clause []13.1 of the
       Security Trust Deed, the Class

                                                                             111
<PAGE>

       A-1 Notes will thereupon be deemed to be redeemed and discharged in full
       and any obligation to pay any accrued but then unpaid Class A-1 Interest
       Amount or any Class A-1 Unpaid Interest Amount or any then unpaid
       Invested Amount, Stated Amount or other amounts in relation to the Class
       A-1 Notes will be extinguished in full.

       [[] For a description of the circumstances in which a final distribution
       will be made in respect of the Class A-1 Notes see "Description of the
       Class A-1 Notes - Termination of the Trust" and "Description of the
       Transaction Documents -The Security Trust Deed" of this prospectus.]

7.7    Cancellation

       All Class A-1 Notes redeemed in full (or deemed to be redeemed in full)
       pursuant to the above Conditions will be cancelled and may not be resold
       or reissued.

7.8    No Payment in excess of Stated Amount

       Subject to Conditions []7.3 and 7.4, no amount of principal will be
       repaid in respect of a Class A-1 Note in excess of the Stated Amount of
       the Class A-1 Note.

7.9    Application of Principal Charge-offs

       If on a Determination Date (as hereinafter defined) any Principal Charge-
       off is allocated to the Class A-1 Notes in accordance with the Series
       Supplement, it will reduce the Stated Amount of the Class A-1 Notes
       (equally and rateably according to their Stated Amount) by an amount
       equal to the US$ Equivalent of the amount so allocated until the Stated
       Amount of the Class A-1 Notes is reduced to zero.  A reduction in the
       Stated Amount of a Class A-1 Note in accordance with the foregoing will
       take effect on the next Distribution Date.

       "Determination Date" and "Principal Charge-off" have the same respective
       meanings as in the Series Supplement. [[] These expressions, the method
       of calculating a Principal Charge-off and the application of a Principal
       Charge-off amongst the Securities (and others) are explained in
       "Description of the Class A-1 Notes - Key Dates and Periods and -
       Principal Charge-offs" of this prospectus.]

7.10   Principal Charge-offs Reimbursement

       If on a Determination Date any Principal Charge-off Reimbursement is
       allocated to the Class A-1 Notes in accordance with the Series
       Supplement, it will reduce the Unreimbursed Principal Charge-offs of the
       Class A-1 Notes (rateably according to their amount of Unreimbursed
       Principal Charge-offs) by an amount equal to the US$ Equivalent of the
       amount so allocated until the Unreimbursed Principal Charge-offs in
       respect of the Class A-1 Notes are reduced to zero.  A reduction in the
       Unreimbursed Principal Charge-offs in respect of the Class A-1 Notes in
       accordance with the foregoing, and the resultant increase in the Stated
       Amount of the Class A-1 Notes, will take effect on the next Distribution
       Date.

       "Principal Charge-off Reimbursement" has the same meaning as in the
       Series

                                                                             112
<PAGE>

       Supplement. [[] This expression, the method of calculating a Principal
       Charge-off Reimbursement and the allocation of a Principal Charge-off
       Reimbursement amongst the Securities (and others) is explained in
       "Description of the Class A-1 Notes - Principal Charge-offs" of this
       prospectus.]

       "Unreimbursed Principal Charge-offs" in relation to a Class A-1 Note at
       any time means the aggregate of the US$ Equivalent of the Principal
       Charge-offs up to and including that time allocated to the Class A-1 Note
       in accordance with Condition [] 7.9 less the aggregate of the US$
       Equivalent of the Principal Charge-off Reimbursements prior to that time
       allocated to the Class A-1 Note in accordance with this Condition []
       7.10.

7.11   Calculation of Class A-1 Principal Amounts, Stated Amounts and other
       amounts

       (a)    No later than two Business Days prior to each Distribution Date,
              the Manager will determine: (i) the amount of any Class A-1
              Principal Amount payable in respect of each Class A-1 Note on the
              Distribution Date; (ii) the Stated Amount and Invested Amount of
              each Class A-1 Note as at the first day of the Accrual Period
              commencing on the Distribution Date (after deducting any Class A-1
              Principal Amounts due to be paid in respect of such Class A-1 Note
              on that Distribution Date and after making any other adjustments
              to the Stated Amount or the Invested Amount (as the case may be)
              of the Class A-1 Note in accordance with these Conditions on or
              with effect from that Distribution Date); (iii) the Class A-1 Note
              Factor (as defined below) as at that Distribution Date; and (iv)
              the amount of the Class A-1 Interest Payment to be made on the
              Distribution Date applicable to each Class A-1 Note.

       (b)    The Manager will notify the Issuer, the Class A-1 Note Trustee,
              the Principal Paying Agent, the Agent Bank, the Class A-1 Note
              Registrar and the London Stock Exchange (for so long as the Class
              A-1 Notes are listed on the Official List of the London Stock
              Exchange) as soon as practical (and in any event by not later than
              two Business Days prior to the Distribution Date or on such
              earlier date as the London Stock Exchange may require (for so long
              as the Class A-1 Notes are listed on the Official List of the
              London Stock Exchange)) of each determination of an amount or
              percentage referred to in Condition [] 7.11(a) and will cause
              details of each of those determinations to be published in
              accordance with Condition [] 11.2 as soon as practical after that
              notification.  If no Class A-1 Principal Amount is due to be paid
              on the Class A-1 Notes on any Distribution Date the Manager will
              cause a notice to be given in accordance with Condition [] 11.2 as
              soon as practicable (and in any event by no later than the
              relevant Distribution Date).

       (c)    If the Manager does not at any time for any reason determine a
              Class A-1 Principal Amount, the Invested Amount or the Stated
              Amount applicable to the Class A-1 Notes in accordance with this
              Condition, the Class A-1 Principal Amount, the Invested Amount and
              the Stated Amount will be determined by the Agent Bank (or,
              failing the Agent Bank, the Class A-1 Note Trustee) in accordance
              with this Condition (but based on the information in its
              possession) and each such determination will be deemed to have
              been made by the Manager.

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       "Class A-1 Note Factor" at a given time means the percentage calculated
       as follows:
                                           A
                                CA1NF =   ---
                                           B


       where:

       CA1NF =  the Class A-1 Note Factor;

       A =  the aggregate Invested Amount of the Class A-1 Notes on the last day
              of the just ended Accrual Period; and

       B =  the aggregate Initial Invested Amount of the Class A-1 Notes.

8.     Payments

8.1    Method of Payment

       Any instalment on account of interest or principal payable on any Class
       A-1 Note which is punctually paid or duly provided for by or on behalf of
       or at the direction of the Issuer to the Principal Paying Agent on the
       applicable Distribution Date shall be paid to the person in whose name
       such Class A-1 Note is registered on the relevant Record Date (as defined
       below), by wire transfer in immediately available funds to the account
       designated by such person or, if such person so requests in writing, by
       cheque mailed first-class, postage prepaid, to such person's address as
       it appears on the Class A-1 Note Register on such Record Date.

       "Record Date" in relation to a Distribution Date or any other date for
       any payment to be made in respect of a Class A-1 Note means the day which
       is the last day of the prior calendar month.

8.2    Surrender on Final Payment


       Prior to a final distribution being made in respect of the Class A-1
       Notes under clause []26.12 of the Series Supplement or clause []13.1 of
       the Security Trust Deed the Class A-1 Note Trustee must notify the
       persons in whose names the Class A-1 Notes are registered on the relevant
       Record Date of the date upon which the Class A-1 Note Trustee expects
       that final distribution to be made and specify if that such final
       distribution will be payable only upon surrender of the relevant Class A-
       1 Note to a Paying Agent at its specified office. No such final
       distribution will be made other than upon the surrender of the relevant
       Class A-1 Notes and none of the Issuer, the Class A-1 Note Trustee, the
       Security Trustee or any Paying Agent will be liable to pay any additional
       amount to any Class A-1 Noteholder as a result of any delay in payment
       due to a Class A-1 Note not having been surrendered in accordance with
       this Condition 8.2.

       [[] For a description of the circumstances in which a final distribution
       will be made in respect of the Class A-1 Notes see "Description of the
       Class A-1 Notes - Termination

                                                                             114
<PAGE>

       of the Trust" and "Description of the Transaction Documents -The Security
       Trust Deed" of this prospectus.]

 8.3   Paying Agents

       The initial Paying Agents and their respective specified offices are set
       out at the end of these Conditions.

       The Issuer, at the direction of the Manager, may with the prior written
       approval of the Class A-1 Note Trustee terminate the appointment of the
       Principal Paying Agent and appoint additional or other Paying Agents,
       provided that it will at all times maintain a Paying Agent having a
       specified office in London and New York City.  Notice of any such
       termination or appointment and of any change in the office through which
       any Paying Agent will act will be given in accordance with Condition []
       11.1.

 8.4   Taxation

       All payments in respect of the Class A-1 Notes will be made without
       withholding or deduction for, or on account of, any present or future
       taxes, duties or charges of whatsoever nature unless the Issuer or any
       Paying Agent is required by any applicable law to make such a withholding
       or deduction.  In that event the Issuer or that Paying Agent (as the case
       may be) will, after making such withholding or deduction, account to the
       relevant authorities for the amount so required to be withheld or
       deducted.  Neither the Issuer nor any Paying Agent nor the Class A-1 Note
       Trustee will be obliged to make any additional payments in respect of the
       relevant Class A-1 Notes in relation to that withholding or deduction.
       Immediately after becoming aware that such a withholding or deduction is
       or will be required, the Issuer will notify the Class A-1 Note Trustee,
       the Principal Paying Agent and the Class A-1 Noteholders in accordance
       with Condition [] 11.1, thereof.

 8.5   Prescription

       A Class A-1 Note will become void in its entirety unless surrendered for
       payment within a period of 10 years from the Relevant Date in respect of
       any payment thereon the effect of which would be to reduce the Stated
       Amount of that Class A-1 Note to zero.  After the date on which a Class
       A-1 Note becomes void in its entirety, no claim can be made in respect of
       it.

       "Relevant Date" in respect of a Class A-1 Note means the date on which a
       payment in respect thereof first becomes due or (if the full amount of
       the moneys payable in respect of the Class A-1 Notes due on or before
       that date has not been duly received by the Principal Paying Agent or the
       Class A-1 Note Trustee on or prior to such date) the date on which, the
       full amount of such moneys having been so received and notice to that
       effect is duly given to the Class A-1 Noteholders in accordance with
       Condition [] 11.1.

 8.6   Notify Late Payments

       In the event of the unconditional payment to the Principal Paying Agent
       or the Class A-1 Note Trustee of any sum due in respect of the Class A-1
       Notes or any of them being

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<PAGE>

       made after the due date for payment thereof, the Issuer will forthwith
       give or procure to be given notice to the Class A-1 Noteholders in
       accordance with Condition [] 11.1 that such payment has been made.

 8.7   Rounding of Payments

       All payments in respect of the Class A-1 Notes will be rounded down to
       the nearest cent.

 9.    Enforcement following occurrence of Event of Default

 9.1   Enforcement

       The Security Trust Deed provides that at any time after the Security
       Trustee becomes actually aware of the occurrence of an Event of Default,
       the Security Trustee will (subject to Condition [] 10.4 and subject to
       being appropriately indemnified), if so directed by an Extraordinary
       Resolution of the Voting Secured Creditors, declare the Securities
       immediately due and payable (in which case, subject to Condition 12, the
       Stated Amount of, and all accrued but unpaid interest in relation to, the
       Class A-1 Notes will become immediately due and payable) and enforce the
       Charge.

       Subject to being indemnified in accordance with the Security Trust Deed
       and to the provisions of Condition [] 9.2, the Security Trustee will take
       all action necessary to give effect to any direction in accordance with
       the foregoing and will comply with all such directions.

       "Event of Default", "Extraordinary Resolution" and "Voting Secured
       Creditors" have the same respective meanings as in the Security Trust
       Deed. [[] For a description of these expressions, see "Description of the
       Transaction Documents - The Security Trust Deed" and "Glossary" of this
       prospectus.]

 9.2   Security Trustee May Enforce Charge Without Direction

       After the Security Trustee becomes actually aware of the occurrence of an
       Event of Default, provided that it has been indemnified to its
       satisfaction in accordance with the Security Trust Deed, the Security
       Trustee must enforce the Security Trust Deed without an Extraordinary
       Resolution of the Voting Secured Creditors if in its opinion, the delay
       required to obtain the consent of the Voting Secured Creditors would be
       prejudicial to the interests of the Secured Creditors as a class.

 9.3   Priority of Payments from Proceeds from the enforcement of the Charge

       Following the enforcement of the Charge, all moneys received in
       connection with the Security Trust Deed by the Security Trustee or by any
       receiver appointed in relation to the Charged Property pursuant to the
       provisions of the Security Trust Deed are to be applied, subject to the
       Security Trust Deed, in accordance with the order of priority contained
       in the Security Trust Deed [[] For a description of the order of priority
       contained in the Security Trust Deed and the payment of amounts that rank
       in priority to or equally with the Class A-1 Notes, see "Description of
       the Transaction Documents

                                                                             116
<PAGE>

       - The Security Trust Deed - Priorities under the Security Trust Deed" of
       this prospectus.]

 9.4   Security Trustee and Class A-1 Note Trustee Not Liable for Loss on
       enforcement

       Except in the case of fraud, negligence or wilful default (in the case of
       the Security Trustee) and, subject to the mandatory provisions of the
       Trust Indenture Act, fraud, negligence (except as specifically provided
       in the Trust Indenture Act), wilful default or breach of trust (in the
       case of the Class A-1 Note Trustee), neither the Class A-1 Note Trustee
       nor the Security Trustee is liable for any decline in the value, nor any
       loss realised upon any sale or other disposition made under the Security
       Trust Deed of any Charged Property or any other property which is charged
       to the Security Trustee by any other person in respect of or relating to
       the obligations of the Issuer or any third party in respect of the Issuer
       or the Class A-1 Notes or relating in any way to the Charged Property.
       Without limitation, neither the Class A-1 Note Trustee nor the Security
       Trustee will be liable for any such decline or loss directly or
       indirectly arising from its acting, or failing to act, as a consequence
       of an opinion reached by it based on advice received by it in accordance
       with the applicable requirements of the Class A-1 Note Trust Deed (and
       the Trust Indenture Act) or the Security Trust Deed, as the case may be.

       "Trust Indenture Act" means the Trust Indenture Act 1939 of the United
       States of America as in force at the date of the Class A-1 Note Trust
       Deed.

 9.5   Directions from Class A-1 Noteholders to Class A-1 Note Trustee following
       Event of Default

       If an Event of Default or Potential Event of Default has occurred and is
       known to the Class A-1 Note Trustee, the Class A-1 Note Trustee must: (a)
       notify each Class A-1 Noteholder of the Event of Default or Potential
       Event of Default, as the case may be, within 10 days (or such shorter
       period as may be required by the rules of the London Stock Exchange, if
       the Class A-1 Notes are listed on the London Stock Exchange, or the rules
       of any other stock exchange on which the Class A-1 Notes are listed)
       after becoming aware of the Event of Default or Potential Event of
       Default, provided that except in the case of a default in payment of
       principal or interest on any Class A-1 Note, the Class A-1 Note Trustee
       may withhold such notice if and so long as the board of directors, the
       executive committee or a trust committee of its directors and/or its
       authorised officers under the Class A-1 Note Trust Deed in good faith
       determine that withholding the notice is in the interest of Class A-1
       Noteholders; (b) if a meeting of Voting Secured Creditors is to be held
       under the Security Trust Deed, determine whether it proposes to seek
       directions from Class A-1 Noteholders as to how to vote at that meeting
       and, if so, whether it proposes to instruct the Security Trustee to delay
       the holding of that meeting while it obtains such directions from the
       Class A-1 Noteholders; and (c) vote at any meeting of Voting Secured
       Creditors held under the Security Trust Deed in accordance, where
       applicable, with the directions of the Class A-1 Noteholders (whether or
       not solicited and whether or not all Class A-1 Noteholders have provided
       such directions) and otherwise in its absolute discretion. In acting in
       accordance with the directions of Class A-1 Noteholders the Class A-1
       Note Trustee must exercise its votes for or against any proposal to be
       put to a meeting of Voting Secured Creditors under the Security Trust
       Deed in the same proportion as that of the

                                                                             117
<PAGE>

       aggregate Invested Amounts of the Class A-1 Notes held by Class A-1
       Noteholders who have directed the Class A-1 Note Trustee to vote for or
       against such a proposal.

       If any of the Class A-1 Notes remain outstanding and are due and payable
       otherwise than by reason of a default in payment of any amount due on the
       Class A-1 Notes, the Class A-1 Note Trustee must not vote at a meeting of
       Voting Secured Creditors under the Security Trust Deed, or otherwise
       direct the Security Trustee, to dispose of the Charged Property unless:
       (a) a sufficient amount would be realised to discharge in full all
       amounts owing to the Class A-1 Noteholders in respect of the Class A-1
       Notes and any other amounts owing by the Issuer to any other person
       ranking in priority to or with the Class A-1 Notes; (b) the Class A-1
       Note Trustee is of the opinion, reached after considering at any time and
       from time to time the advice of an investment bank or other financial
       adviser selected by the Class A-1 Note Trustee, that the cash flow
       receivable by the Issuer (or the Security Trustee under the Security
       Trust Deed) will not (or that there is a significant risk that it will
       not) be sufficient, having regard to any other relevant actual,
       contingent or prospective liabilities of the Issuer, to discharge in full
       in due course all the amounts referred to in paragraph (a); or (c) the
       Class A-1 Note Trustee is so directed by a Special Majority (as defined
       in Condition 10.3) of Class A-1 Noteholders.

       Subject to the mandatory provisions of the Trust Indenture Act and
       provisions in the Class A-1 Note Trust Deed relating to the deemed
       receipt of notices, the Class A-1 Note Trustee will only be considered to
       have knowledge or awareness of, or notice of, an Event of Default or
       Potential Event of Default by virtue of the officers of the Class A-1
       Note Trustee (or any related body corporate of the Class A-1 Note
       Trustee) which have the day to day responsibility for the administration
       or management of the Class A-1 Note Trustee's (or a related body
       corporate of the Class A-1 Note Trustee's) obligations in relation to the
       Series Trust, the trust created under the Class A-1 Note Trust Deed or
       the Class A-1 Note Trust Deed, having actual knowledge, actual awareness
       or actual notice of the occurrence of the events or circumstances
       constituting an Event of Default or Potential Event of Default, as the
       case may be, or grounds or reason to believe that such events or
       circumstances have occurred.

       "Potential Event of Default" means an event which, with the giving of
       notice or the lapse of time or both, would constitute an Event of
       Default.

 9.6   Only Security Trustee May Enforce Charge

       Only the Security Trustee may enforce the Charge and neither the Class A-
       1 Note Trustee nor any Class A-1 Noteholder (nor any other Secured
       Creditor) is entitled to proceed directly against the Issuer to enforce
       the performance of any of the provisions of the Security Trust Deed, the
       Class A-1 Note Trust Deed, the Class A-1 Notes or any other applicable
       Transaction Document, except as provided for in the Security Trust Deed,
       the Class A-1 Note Trust Deed, the Master Trust Deed and the Series
       Supplement.  The Security Trustee is not required to act in relation to
       the enforcement of the Charge unless its liability is limited in a manner
       reasonably satisfactory to it or, if required by the Security Trustee (in
       its absolute discretion), it is adequately indemnified from the Charged
       Property or the Security Trustee receives from the Voting Secured
       Creditors an indemnity in a form reasonably satisfactory to the Security
       Trustee (which may be by way of an Extraordinary Resolution of the Voting
       Secured Creditors) and is put in funds to the extent necessary.

 9.7   Exercise of Class A-1 Noteholder Rights by Class A-1 Note Trustee

       The rights, remedies and discretions of the Class A-1 Noteholders under
       the Security Trust Deed including all rights to vote or to give an
       instruction or consent can only be

                                                                             118
<PAGE>

       exercised by the Class A-1 Note Trustee on behalf of the Class A-1
       Noteholders in accordance with the Security Trust Deed. The Security
       Trustee may rely on any instructions or directions given to it by the
       Class A-1 Note Trustee as being given on behalf of the Class A-1
       Noteholders from time to time and need not inquire whether any such
       instructions or directions are in accordance with the Class A-1 Note
       Trust Deed, whether the Class A-1 Note Trustee or the Class A-1
       Noteholders from time to time have complied with any requirements under
       the Class A-1 Note Trust Deed or as to the reasonableness or otherwise of
       the Class A-1 Note Trustee.

10.    Meetings of Voting Secured Creditors, directions of Class A-1
       Noteholders, modifications, consents, waivers and indemnities

10.1   Meetings of Voting Secured Creditors

       The Security Trust Deed contains provisions for convening meetings of the
       Voting Secured Creditors to, among other things, enable the Voting
       Secured Creditors to direct or consent to the Security Trustee taking or
       not taking certain actions under the Security Trust Deed; for example to
       enable the Voting Secured Creditors, following the occurrence of an Event
       of Default, to direct the Security Trustee to declare the Securities
       immediately due and payable and/or to enforce the Charge.

10.2   Directions of Class A-1 Noteholders

       Under the Class A-1 Note Trust Deed the Class A-1 Note Trustee may seek
       directions from the Class A-1 Noteholders from time to time including
       following the occurrence of an Event of Default. The Class A-1 Note
       Trustee will not be responsible for acting in good faith upon a direction
       given, or purporting to be given, by Class A-1 Noteholders holding Class
       A-1 Notes with an Invested Amount of greater than 50% of the aggregate
       Invested Amount of all the Class A-1 Notes.

       If the Class A-1 Note Trustee is entitled under the Master Trust Deed or
       the Security Trust Deed to vote at any meeting on behalf of Class A-1
       Noteholders the Class A-1 Note Trustee must vote in accordance with the
       directions of the Class A-1 Noteholders and otherwise in its absolute
       discretion. In acting in accordance with the directions of Class A-1
       Noteholders the Class A-1 Note Trustee must exercise its votes for or
       against any proposal to be put to a meeting in the same proportion as
       that of the aggregate Invested Amounts of the Class A-1 Notes held by
       Class A-1 Noteholders who have directed the Class A-1 Note Trustee to
       vote for or against that proposal.

       For the purposes of seeking any consent, direction or authorisation from
       Class A-1 Noteholders the Class A-1 Note Trustee may by notice to the
       Class A-1 Noteholders specify a date, not earlier than the date of the
       notice, upon which the persons who are the Class A-1 Noteholders and the
       Invested Amount of the Class A-1 Notes held by them will be determined
       based upon the details recorded in the Class A-1 Note Register as at
       5.30pm on that date.

10.3   Amendments to Class A-1 Note Trust Deed and the Class A-1 Notes

       Pursuant, and subject, to the Class A-1 Note Trust Deed and subject to
       any approval required by law, the Class A-1 Note Trustee, the Manager and
       the Issuer may together agree, without the consent or sanction of any
       Class A-1 Noteholder, by way of supplemental deed to alter, add to or
       revoke (each a "modification") any provision of the Class A-1 Note Trust
       Deed or the Class A-1 Notes (including these Conditions) so long as such
       modification is not a Payment Modification (as defined below) and such
       modification in the opinion of the Class A-1 Note Trustee:

       (a)    is necessary or expedient to comply with the provisions of any
              statute or regulation

                                                                             119
<PAGE>

              or with the requirements of any governmental agency;

       (b)    is made to correct a manifest error or ambiguity or is of a
              formal, technical or administrative nature only;

       (c)    is appropriate or expedient as a consequence of an amendment to
              any statute or regulation or altered requirements of any
              governmental agency or any decision of any court (including,
              without limitation, a modification which is in the opinion of the
              Class A-1 Note Trustee appropriate or expedient as a consequence
              of the enactment of a statute or regulation or an amendment to any
              statute or regulation or ruling by the Australian Commissioner or
              Deputy Commissioner of Taxation or any governmental announcement
              or statement or any decision of any court, in any case which has
              or may have the effect of altering the manner or basis of taxation
              of trusts generally or of trusts similar to the Series Trust or
              the trust constituted under the Class A-1 Note Trust Deed); or

       (d)    and the Issuer is otherwise desirable for any reason and:

              (i)    is not in the opinion of the Class A-1 Note Trustee likely,
                     upon coming into effect, to be materially prejudicial to
                     the interests of Class A-1 Noteholders; or

              (ii)   if it is in the opinion of the Class A-1 Note Trustee
                     likely, upon coming into effect, to be materially
                     prejudicial to the interests of Class A-1 Noteholders the
                     consent of a Special Majority (as hereinafter defined) of
                     Class A-1 Noteholders is obtained.

       For the purpose of determining whether a Special Majority of Class A-1
       Noteholders has consented to a modification, Class A-1 Notes which are
       beneficially owned by the Issuer or the Manager or by any person directly
       or indirectly controlling or controlled by or under direct or indirect
       common control with the Issuer or the Manager, will be disregarded.  The
       Manager must give the Rating Agencies 5 Business Days prior notice of any
       such modification. The Class A-1 Note Trustee will be entitled to assume
       that any proposed modification, other than a Payment Modification, will
       not be materially prejudicial to the interest of Class A-1 Noteholders if
       each of the Rating Agencies confirms in writing that if the modification
       is effected this will not lead to a reduction, qualification or
       withdrawal of the then rating given to the Class A-1 Notes by that Rating
       Agency.

       Pursuant to the Class A-1 Note Trust Deed, the Class A-1 Note Trustee may
       concur with the Issuer and the Manager in making or effecting any Payment
       Modification if and only if the consent has first been obtained of each
       Class A-1 Noteholder to such Payment Modification.

       Any supplemental deed that effects any such modifications must conform to
       the requirements of the Trust Indenture Act and copies of any such
       supplemental deed must be distributed by the Issuer to the Class A-1
       Noteholders in accordance with Condition [] 11.1 as soon as reasonably
       practicable after the modifications have been made.

       "Payment Modification" means any alteration, addition or revocation of
       any provision of the Class A-1 Note Trust Deed or the Class A-1 Notes
       (including the Conditions) which modifies:  (a) the amount, timing,
       place, currency or manner of payment of principal or interest in respect
       of the Class A-1 Notes including, without limitation, any modification to
       the Stated Amount, Invested Amount, Interest Rate or Scheduled Maturity
       Date in respect of the Class A-1 Notes or to Conditions []6.9 and 7.2,
       clause []10 of the Series Supplement or clause []13 of the Security Trust
       Deed or which would impair the rights of Class A-1 Noteholders to
       institute suit for enforcement of such payment on or after the due date
       for such payment; (b) the definition of the term "Special Majority",
       clause []21.4 of the Class A-1 Note Trust Deed or the circumstances in
       which the consent or direction of a Special Majority of Class A-1
       Noteholders is required; (c) clause []6.1(a) of the Security Trust Deed;
       or (d) the requirements for altering, adding to or revoking any provision
       of the Class A-1 Note Trust Deed or the Class A-1 Notes (including the
       Conditions).

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<PAGE>

       "Rating Agency" has the same meaning as in the Series Supplement.

       "Special Majority" in relation to the Class A-1 Noteholders means Class
       A-1 Noteholders holding Class A-1 Notes with an aggregate Invested Amount
       of no less than 75% of the aggregate Invested Amount of all the Class A-1
       Notes.

       [[] For a further description of the modifications which constitute a
       Payment Modification see "Description of the Class A-1 Notes - Amendments
       to Class A-1 Notes and Class A-1 Note Trust Deed" of this prospectus]

10.4   Waivers etc

       The Security Trustee may, in accordance with the Security Trust Deed and
       without the consent or sanction of the Voting Secured Creditors (but not
       in contravention of an Extraordinary Resolution of the Voting Secured
       Creditors), waive or authorise any breach or proposed breach or determine
       that any event that would otherwise be an Event of Default will not be
       treated as such if and in so far as in its opinion the interests of the
       Secured Creditors will not be materially prejudiced.  Any such waiver,
       authorisation or determination shall be binding on the Secured Creditors
       and, if, but only if, the Security Trustee so requires, any such waiver,
       authorisation or determination will be notified to the Secured Creditors
       by the Manager in accordance with the Security Trust Deed.

       The Class A-1 Note Trustee may, and if directed to do so by a Majority of
       Class A1 Noteholders must, on such terms and conditions as it may deem
       reasonable, without the consent of any of the Class A-1 Noteholders, and
       without prejudice to its rights in respect of any subsequent breach,
       agree to any waiver or authorisation of any breach or proposed breach of
       any of the terms and conditions of the Transaction Documents by the
       Issuer, the Manager or any other person which, unless the Class A-1 Note
       Trustee is acting on the direction of a Majority of Class A-1
       Noteholders, is not, in the opinion of the Class A-1 Note Trustee,
       materially prejudicial to the interests of the Class A-1 Noteholders as a
       class.  No such waiver, authorisation or determination may be made in
       contravention of any prior directions by a Majority (as hereinafter
       defined) of the Class A-1 Noteholders.  Any such waiver, authorisation or
       determination will, if the Class A-1 Note Trustee so requires, be
       notified to the Class A-1 Noteholders in accordance with Condition 11.1
       by the Issuer as soon as practicable after it is made.

       "Majority" in relation to the Class A-1 Noteholders means Class A-1
       Noteholders holding Class A-1 Notes with an aggregate Invested Amount of
       greater than 50% of the aggregate Invested Amount of all the Class A-1
       Notes.

10.5   Indemnification and Exoneration of the Class A-1 Note Trustee and the
       Security Trustee

       The Class A-1 Note Trust Deed and the Security Trust Deed contain
       provisions for the indemnification of the Class A-1 Note Trustee and the
       Security Trustee (respectively) and for their relief from responsibility,
       including provisions relieving them from taking proceedings to realise
       the security and to obtain repayment of the Securities unless indemnified
       to their satisfaction.  Each of the Class A-1 Note Trustee and the
       Security Trustee is entitled, subject in the case of the Class A-1 Note
       Trustee to the mandatory provisions of the Trust Indenture Act, to enter
       into business transactions with the Issuer and/or any other party to the
       Transaction Documents without accounting for any profit resulting from
       such transactions.

       Subject to the mandatory provisions of the Trust Indenture Act, the Class
       A-1 Note Trustee shall not be responsible

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       for any loss, expense or liability occasioned to the Charged Property or
       any other property or in respect of all or any of the moneys which may
       stand to the credit of the Collections Account (as defined in the Series
       Supplement) from time to time however caused (including, without
       limitation, where caused by an act or omission of the Security Trustee)
       unless that loss is occasioned by the fraud, negligence, wilful default
       or breach of trust of the Class A-1 Note Trustee. The Security Trustee is
       not, nor is any receiver appointed in relation to the Charged Property
       pursuant to the provisions of the Security Trust Deed, liable or
       otherwise accountable for any omission, delay or mistake or any loss or
       irregularity in or about the exercise, attempted exercise, non-exercise
       or purported exercise of any of the powers of the Security Trustee or of
       the receiver under the Security Trust Deed except for fraud, negligence
       or wilful default.

       Except in the case of fraud, negligence (except as specifically provided
       in the Trust Indenture Act), wilful default or breach of trust, and
       subject to the mandatory provisions of the Trust Indenture Act, the Class
       A-1 Note Trustee may act on the opinion or advice of, or information
       obtained from, any lawyer, valuer, banker, broker, accountant or other
       expert appointed by the Class A-1 Note Trustee, or by a person other than
       Class A-1 Note Trustee, where that opinion, advice or information is
       addressed to the Class A-1 Note Trustee or by its terms is expressed to
       be capable of being relied upon by the Class A-1 Note Trustee. Except as
       provided above, the Class A-1 Note Trustee will not be responsible to any
       Class A-1 Noteholder, amongst others, for any loss occasioned by so
       acting in reliance on such advice.  Any such opinion, advice or
       information may be sent or obtained by letter, telex or facsimile
       transmission and the Class A-1 Note Trustee will not be liable to any
       Class A-1 Noteholder, amongst others, for acting on any opinion, advice
       or information conforming with any applicable requirements of the Class
       A-1 Note Trust Deed or the Trust Indenture Act and purporting to be
       conveyed by such means even though it contains some error which is not a
       manifest error or is not authentic.

11.    Notices

11.1   General

       All notices, other than notices given in accordance with the following
       paragraph and Condition [] 11.2, to Class A-1 Noteholders will be deemed
       given if in writing and mailed, first-class, postage prepaid to each
       Class A-1 Noteholder, at his or her address as it appears on the Class A-
       1 Note Register, not later than the latest date, and not earlier than the
       earliest date, prescribed for the giving of such notice.  In any case
       where notice to Class A-1 Noteholders is given by mail, neither the
       failure to mail such notice nor any defect in any notice so mailed to any
       particular Class A-1 Noteholder will affect the sufficiency of such
       notice with respect to other Class A-1 Noteholders, and any notice that
       is mailed in the manner herein provided will conclusively be presumed to
       have been duly given.

       A notice may be waived in writing by the relevant Class A-1 Noteholder,
       either before or after the event, and such waiver will be the equivalent
       of such notice.  Waivers of notice by Class A-1 Noteholders will be filed
       with the Class A-1 Note Trustee but such filing will not be a condition
       precedent to the validity of any action taken in reliance upon such a
       waiver.

       Any such notice will be deemed to have been given on the date such notice
       is deposited in the mail.

       In case, by reason of the suspension of regular mail services as a result
       of a strike, work stoppage or similar activity, it is impractical to mail
       notice of any event to Class A-1 Noteholders when such notice is required
       to be given, then any manner of giving such notice as the Issuer directs
       the Class A-1 Note Trustee will be deemed to be a sufficient giving of
       such notice.

11.2   Class A-1 Note Information

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       Any notice specifying a Distribution Date, a Interest Rate in relation to
       the Class A-1 Notes, a Class A-1 Interest Amount, a Class A-1 Principal
       Amount (or the absence of a Class A-1 Principal Amount), an Invested
       Amount, a Stated Amount, a Class A-1 Note Factor in relation to the Class
       A-1 Notes, or any other matter permitted to be given in accordance with
       this Condition [] 11.2, will be deemed to have been duly given if the
       information contained in the notice appears on the relevant page of the
       Reuters Screen or the electronic information system made available to its
       subscribers by Bloomberg, L.P. or another similar electronic reporting
       service approved by the Class A-1 Note Trustee in writing and notified to
       Class A-1 Noteholders pursuant to Condition [] 11.1 (the "Relevant
       Screen"). Any such notice will be deemed to have been given on the first
       date on which such information appeared on the Relevant Screen.  If it is
       impossible or impracticable to give notice in accordance with this
       paragraph then notice of the matters referred to in this Condition will
       be given in accordance with Condition [] 11.1.

11.3   Quarterly Servicing and Other Reports

       The Manager must deliver a Quarterly Servicing Report for each Accrual
       Period to the Class A-1 Note Trustee, the Principal Paying Agent, the
       Issuer and each Class A-1 Noteholder on the Business Day preceding the
       Distribution Date on the last day of the Accrual Period in accordance
       with Condition 11.1 and, for so long as the Class A-1 Notes are listed on
       the Official List of the London Stock Exchange file each Quarterly
       Servicing Report with the London Stock Exchange as and when required by
       the rules of the London Stock Exchange.

       The Issuer and the Manager must, to the extent required by the rules and
       regulation of the Securities and Exchange Commission, forward to Class A-
       1 Noteholders, and such other persons as are required by the Trust
       Indenture Act , such summaries of any information, documents and reports
       required to be filed by the Issuer or the Manager in accordance with the
       Securities and Exchange Act 1934 of the United States of America or the
       rules and regulations of the Securities and Exchange Commission.

       "Quarterly Servicing Report" in relation to an Accrual Period and the
       Distribution Date at the end of that Accrual Period means a report which
       contains the following information:

       .      the aggregate Invested Amounts and the aggregate Stated Amounts of
              each class of Securities on the first day of the Accrual Period;

       .      the amounts to be applied towards payment of interest and
              principal on each class of Securities on the Distribution Date;

       .      the Available Income Amount (as defined in the Series Supplement)
              on the Distribution Date;

       .      the aggregate of all Seller Advances made during the preceding
              Collection Period;

       .      the Redraw Shortfall (as defined in the Standby Redraw Facility
              Agreement) in relation to the preceding Determination Date;

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       .      the Income Shortfall (as defined in the Series Supplement) in
              relation to the preceding Determination Date;

       .      the Liquidity Facility Advance (as defined in the Series
              Supplement) in relation to that Distribution Date and the
              Liquidity Facility Principal (as defined in the Series Supplement)
              in relation to the preceding Determination Date;

       .      the Available Principal Amount (as defined in the Series
              Supplement) in relation to that Distribution Date;

       .      the Principal Collections in relation to that Distribution Date;

       .      the Standby Redraw Facility Advance in relation to that
              Distribution Date;

       .      the Redraw Bond Amount (as defined in the Series Supplement) in
              relation to the preceding Determination Date;

       .      the Principal Charge-Off in relation to the preceding
              Determination Date;

       .      the Other Principal Amounts (as defined in the Series Supplement)
              in relation to the preceding Determination Date;

       .      the Principal Charge-Off Reimbursement in relation to the
              preceding Determination Date;

       .      the Principal Charge-offs allocated to each class of Securities
              and the Standby Redraw Facility Principal with effect from that
              Distribution Date;

       .      the Principal Charge-off Reimbursement allocated to each class of
              Securities and the Standby Redraw Facility Principal with effect
              from that Distribution Date;

       .      the Class A-1 Note Factor and the Note Factor (as defined below)
              for each other class of Securities

       .      if the Basis Swap (as defined in the Series Supplement) has
              terminated, the Threshold Rate (as defined in the Series
              Supplement) on the preceding Determination Date;

       .      the Interest Rate (as defined in the Series Supplement with
              respect to the Class A-2 Notes, the Class B Notes and the Redraw
              Bonds) applying to each class of Securities for that Accrual
              Period;

       .      scheduled payments of principal and prepayments of principal
              received on the Mortgage Loans forming part of the Assets of the
              Series Trust during the preceding Collections Period;

       .      aggregate outstanding principal balance of the Mortgage Loans
              forming part of the Assets of the Series Trust being charged a
              fixed rate of interest and the aggregate

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              outstanding principal balance of the Mortgage Loans forming part
              of the Assets of the Series Trust being charged a variable rate of
              interest as at opening of business on the preceding Determination
              Date;

       .      delinquency, mortgagee in possession and loss statistics, as
              determined by the Manager, with respect to the Mortgage Loans
              forming part of the Assets of the Series Trust as at opening of
              business on the preceding Determination Date.

       "Note Factor" in relation to a class of Securities and a Distribution
       Date, means the aggregate of the Invested Amount of the class of
       Securities less all principal payments on that class of Securities to be
       made on that Distribution Date, divided by the aggregate initial Invested
       Amount of that class of Securities.

       [[] Further details of the cashflows of the Series Trust and the manner
       of determination of the defined terms relevant to those cashflows and set
       out in the Quarterly Servicing Report are contained in "Description of
       the Class A-1 Notes" of this prospectus.]

11.4   Consents in Writing

       All consents and approvals in these Conditions must be given in writing.

12.    Limitation of Liability of the Issuer

       (a)    The Issuer enters into the Transaction Documents, and issues the
              Class A-1 Notes, only in its capacity as trustee of the Series
              Trust and in no other capacity (except where the Transaction
              Documents provide otherwise).  A liability arising under or in
              connection with the Class A-1 Notes, the Transaction Documents or
              the Series Trust is limited to and can be enforced against the
              Issuer only to the extent to which it can be satisfied out of the
              assets and property of the Series Trust out of which the Issuer is
              actually indemnified for the liability.  This limitation of the
              Issuer's liability applies despite any other provision of the
              Transaction Documents (other than paragraph (c) below) and extends
              to all liabilities and obligations of the Issuer in any way
              connected with any representation, warranty, conduct, omission,
              agreement or transaction related to the Transaction Documents, the
              Class A-1 Notes or the Series Trust.

       (b)    No person may sue the Issuer in respect of liabilities incurred by
              the Issuer in its capacity as trustee of the Series Trust other
              than as trustee of the Series Trust or seek the appointment of a
              receiver (except under the Security Trust Deed), a liquidator, an
              administrator or any similar person to the Issuer or prove in any
              liquidation, administration or similar arrangements of or
              affecting the Issuer (except in relation to the assets or property
              of the Series Trust).

       (c)    The provisions of this Condition [] 12 will not apply to any
              obligation or liability of the Issuer to the extent that it is not
              satisfied because under a Transaction Document or by operation of
              law there is a reduction in the extent of the Issuer's
              indemnification or exoneration out of the assets or property of
              the Series Trust as a result of the Issuer's fraud, negligence or
              wilful default.

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<PAGE>

       (d)    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 Issuer (including any
              related failure to satisfy its obligations under the Transaction
              Documents or the Class A-1 Notes) will be considered fraud,
              negligence or wilful default of the Issuer for the purpose of
              paragraph (c) 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 Issuer under any Transaction
              Document (other than a person whose acts or omissions the Issuer
              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.

       (e)    In exercising their powers under the Transaction Documents, each
              of the Security Trustee, the Class A-1 Note Trustee and the Class
              A-1 Noteholders must ensure that no attorney, agent, delegate,
              receiver or receiver and manager appointed by it in accordance
              with a Transaction Document has authority to act on behalf of the
              Issuer in a way which exposes the Issuer to any personal liability
              and no act or omission of any such person will be considered
              fraud, negligence or wilful default of the Issuer for the purpose
              of paragraph (c).

       (f)    The Issuer is not obliged to enter into any commitment or
              obligation under these Conditions or any other Transaction
              Document unless the Issuer's liability is limited in a manner
              which is consistent with this Condition [] 12.  The Issuer agrees
              and acknowledges that its liability for any commitment or
              obligation it has entered into under these Conditions is limited
              in a manner which is consistent with this Condition [] 12.

       (g)    The Issuer is not obliged to enter into any commitment or
              obligation contemplated by but not contained in these Conditions
              or any other Transaction Document unless the Issuer's liability in
              relation to that commitment or obligation is limited in a manner
              satisfactory to the Issuer in its absolute discretion.

       "Relevant Parties" means each of the Manager, the Seller, the Servicer,
       the Agent Bank, each Paying Agent, the Class A-1 Note Trustee and the
       Hedge Providers (as those parties, which are not defined in these
       Conditions, are defined in the Series Supplement).

       The expression "fraud, negligence or wilful default" is to be construed
       in accordance with the Security Trust Deed.

       [[] A summary of the definition of "wilful default" and further details
       of the manner in which the Issuer's liability is limited in relation to
       the Class A-1 Notes and the Series Trust are contained in "Description of
       the Transaction Documents - The Issuer Trustee" of this prospectus.]

13.    Governing Law

       The Class A-1 Notes and the Transaction Documents are governed by, and
       will be construed in accordance with, the laws of the

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       State of New South Wales of the Commonwealth of Australia, except for the
       Underwriting Agreement and each credit support annex to the Currency Swap
       Agreements which are governed by, and will be construed in accordance
       with, New York law. Each of the Issuer and the Manager has in the Class
       A-1 Note Trust Deed irrevocably agreed for the benefit of the Class A-1
       Note Trustee and the Class A-1 Noteholders that the courts of the State
       of New South Wales are to have non-exclusive jurisdiction to settle any
       disputes which may arise out of or in connection with the Class A-1 Note
       Trust Deed and the Class A-1 Notes.

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<PAGE>

                                     Agents


Principal Paying Agent:       The Bank of New York, New York Branch
                              101 Barclay Street, 21W
                              New York, New York, 10286



Class A-1 Notes Registrar:    The Bank of New York, New York Branch
                              101 Barclay Street, 21W
                              New York, New York, 10286

                              or

                              48th Floor
                              One Canada Square
                              London  E14  5AL



Agent Bank:                   The Bank of New York, New York Branch
                              101 Barclay Street, 21W
                              New York, New York, 10286



Paying Agent:                 The Bank of New York, London Branch
                              48th Floor
                              One Canada Square
                              London  E14  5AL

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