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                                                     SERIES NOTICE








                               Perpetual Trustees Victoria Limited

                   Interstar Securitisation Management Pty Limited

                      Interstar Securities (Australia) Pty Limited

                                 Perpetual Trustee Company Limited

                                              The Bank of New York








                                       INTERSTAR MILLENNIUM TRUSTS
                         INTERSTAR MILLENNIUM SERIES 2003-5G TRUST








                                                 The Chifley Tower
                                                  2 Chifley Square
                                                 Sydney  NSW  2000
                                                         Australia
                                               Tel  61 2 9230 4000
                                               Fax  61 2 9230 5333
                                                    www.aar.com.au



                         (C) Copyright Allens Arthur Robinson 2003



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TABLE OF CONTENTS

1.       INTRODUCTION                                                          1

2.       TRUST                                                                 1

3.       DEFINITIONS AND INTERPRETATION                                        2
         3.1      Definitions                                                  2
         3.2      Interpretation                                              21
         3.3      Liability                                                   21
         3.4      Business Day                                                22

4.       NOTES                                                                22
         4.1      Conditions of Notes                                         22
         4.2      Summary of conditions of Notes                              22
         4.3      Issue of Notes                                              24
         4.4      Trustee's Covenant to Noteholders                           24
         4.5      Repayment of Notes on Principal Repayment Dates             25
         4.6      Final Redemption                                            25
         4.7      Period during which interest accrues                        25
         4.8      Calculation of Interest                                     25
         4.9      Aggregate receipts                                          26
         4.10     Ownership of Notes                                          26
         4.11     Taxation                                                    26

5.       CLASS A1 NOTES                                                       26
         5.1      Note Issue Direction for Class A1 Notes                     26
         5.2      Conditions to Note Issue Direction                          27
         5.3      Terms of Note Issue Direction                               27

6.       CASHFLOW ALLOCATION METHODOLOGY                                      27
         6.1      General                                                     27
         6.2      Calculations                                                27
         6.3      Redraws                                                     29
         6.4      Liquid Authorised Investments                               29
         6.5      Interest and other payments                                 29
         6.6      Repayments of Principal Amount and Redemption of Notes      34
         6.7      Charge-offs                                                 39
         6.8      Payments into US$ Account                                   39
         6.9      Payments out of US$ Account                                 39
         6.10     Rounding of amounts                                         40
         6.11     Prescription                                                40
         6.12     Replacement of Currency Swaps                               40
         6.13     Payment Priorities Following enforcement of the Security
                  Trust Deed                                                  42

7.       MASTER TRUST DEED, INVESTMENT MANAGEMENT AGREEMENT AND
         REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS                         42
         7.1      Completion of details in relation to Master Trust Deed      42
         7.2      Amendments to Master Trust Deed                             43

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         7.3      Amendments to Investment Management Agreement               55
         7.4      Additional Representations and Warranties - Approved
                  Seller and Trustee                                          58
         7.5      Additional Representations and Warranties - Trust Manager   59
         7.6      Additional Undertakings - Trustee                           60
         7.7      Additional Undertakings - Trust Manager and Servicer        61
         7.8      Additional Representations and Warranties (Loans) -
                  Servicer                                                    63
         7.9      Repetition of Representations, Warranties and Undertakings  64

8.       TRANSFERS TO OTHER TRUST                                             65

9.       PREFUNDING                                                           65

10.      BENEFICIARY                                                          66
         10.1     Issue of Units                                              66
         10.2     Residual Capital Unit                                       66
         10.3     Residual Income Unit                                        67
         10.4     Register                                                    67
         10.5     Transfer of Units                                           68
         10.6     Limit on rights                                             68

11.      NOTE TRUSTEE                                                         68
         11.1     Capacity                                                    68
         11.2     Exercise of Rights                                          68
         11.3     Representation and warranty                                 69
         11.4     Payments                                                    69

12.      TAX REFORM                                                           69
         12.1     Taxation of trusts and consolidated groups                  69
         12.2     Amending Bill - taxation of trusts                          70
         12.3     Group tax liabilities                                       70
         12.4     Evidence of tax sharing agreement                           71
         12.5     Objective                                                   71
         12.6     Beneficiaries                                               71

13.      ATTORNEYS                                                            72

14.      GOVERNING LAW                                                        72

15.      ANCILLIARY FACILITIES                                                72
         15.1     Ancillary Facilities                                        72
         15.2     Record keeping obligations of Trust Manager                 73

SCHEDULE 1                                                                    75

SCHEDULE 2                                                                    79


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INTERSTAR MILLENNIUM SERIES 2003-5G TRUST

1.       INTRODUCTION
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         This Series Notice is issued on           2003 pursuant to and subject
         to the Master Trust Deed dated 2 December 1999 (the MASTER TRUST DEED)
         between:

         PERPETUAL TRUSTEES VICTORIA LIMITED (ABN 47 004 027 258) of Level 28,
         360 Collins Street, Melbourne, Victoria in its capacity as trustee of
         Interstar Millennium Series 2003-5G Trust (the TRUSTEE);

         INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED (ABN 56 100 346 898) of
         Level 28, 367 Collins Street, Melbourne, Victoria in its capacity as
         Trust Manager (the TRUST MANAGER);

         INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED (ABN 72 087 271 109) of
         Level 28, 367 Collins Street, Melbourne, Victoria in its capacity as
         Servicer (the SERVICER);

         INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED (ABN 72 087 271 109) of
         Level 28, 367 Collins Street, Melbourne, Victoria (the APPROVED
         SELLER);

         PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) of Level 7, 9
         Castlereagh Street, Sydney, New South Wales (the SECURITY TRUSTEE); and

         THE BANK OF NEW YORK of 101 Barclay Street, 21W, New York, New York
         10286 (the CALCULATION AGENT, the PRINCIPAL PAYING AGENT and the NOTE
         REGISTRAR and, in its capacity as trustee for the US$ Noteholders, the
         NOTE TRUSTEE). This Series Notice is issued by the Trust Manager and
         applies in respect of the Interstar Millennium Series 2003-5G Trust.

         Each party to this Series Notice agrees to be bound by the Transaction
         Documents as amended by this Series Notice in the capacity set out with
         respect to them in this Series Notice or the Master Trust Deed.

         The parties agree that the Approved Seller is to be an Approved Seller
         for the purposes of the Master Trust Deed, this Series Notice and the
         other Transaction Documents for the Trust.

         The parties agree that the Servicer is to be a Servicer for the
         purposes of the Master Trust Deed, this Series Notice and the other
         Transaction Documents for the Trust.

         The parties agree that the Security Trustee is to be a Security Trustee
         for the purposes of the Master Trust Deed, this Series Notice and other
         Transaction Documents for the Trust.


2.       TRUST
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         The parties agree that the Trust will be a TRUST for the purposes of
the Transaction Documents.

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3.       DEFINITIONS AND INTERPRETATION
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3.1      DEFINITIONS

         Unless otherwise defined in this Series Notice, words and phrases
         defined in the Master Trust Deed have the same meaning where used in
         this Series Notice.

         In this Series Notice, and for the purposes of the definitions in the
         Master Trust Deed, the following terms have the following meanings
         unless the contrary intention appears. These definitions apply only in
         relation to the Trust, and do not apply to any other Trust (as defined
         in the Master Trust Deed).

         A$ EXCHANGE RATE means, on any date:

         (a)      in relation to the Class A2 Notes, the rate of exchange (set
                  as at the commencement of the Class A2 Currency Swap)
                  applicable under the Class A2 Currency Swap for the exchange
                  of US dollars for Australian dollars; and

         (b)      in relation to the Class B1 Notes, the rate of exchange (set
                  as at the commencement of the Class B1 Currency Swap)
                  applicable under the Class B1 Currency Swap for the exchange
                  of US dollars for Australian dollars.

         ACCEPTABLE INSURANCE POLICY means a policy of insurance effected by the
         Servicer:

         (a)      with an insurance company whose claims paying ability has an
                  assigned rating of not less than BBB by S&P and Baa2 by
                  Moody's or is otherwise acceptable to Moody's; and

         (b)      which provides insurance cover (for an amount of not less than
                  A$500,000) to the Servicer in relation to the payment of any
                  Penalty Payment (as defined in clause 32.18 of the Master
                  Trust Deed) by the Servicer.

         ADDITIONAL REPAYMENT means any repayment of principal made by an
         Obligor under a Loan held by the Trustee which is in addition to the
         scheduled repayments or instalments which the Obligor is legally
         obliged to make in accordance with the terms of the Obligor's Loan
         Agreement.

         ADVERSE EFFECT means an event which will materially and adversely
         affect the amount of any payment to be made to any Noteholder, or will
         materially and adversely affect the timing of such payment, (including
         the withdrawal, qualification or downgrade of the rating of a Note by
         any Designated Rating Agency).

         AGENCY AGREEMENT means the Agency Agreement dated on or about the date
         of this Series Notice between the Principal Paying Agent, the Note
         Registrar, the Calculation Agent, the Trustee, the Note Trustee and the
         Trust Manager.

         AGGREGATE PRINCIPAL LOSS AMOUNT means, in relation to a Collection
         Period, an amount equal to the aggregate of all Principal Losses for
         that Collection Period.

         ANCILLARY FACILITY means any of the following facilities provided to
         the Obligors in relation to the Loans of the Trust:

         (a)      cheque book facility;

         (b)      paperless direct debit facility;

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         (c)      paperless direct credit facility;

         (d)      credit card facility;

         (e)      debit card facility;

         (f)      deposit facility;

         (g)      payment facility known as "BPAY"; or

         (h)      any other credit or financial facility or form of financial
                  accommodation to those Obligors.

         ANCILLARY FACILITY DOCUMENT means any document from time to time in
         relation to an Ancillary Facility and includes:

         (a)      the Cheque Deposit and Direct Paperless Entry Facilities
                  Agreement between NAB, the Servicer and Perpetual Trustees
                  Victoria Limited (the FACILITIES AGREEMENT);

         (b)      the Collateral Agreement between NAB, the Servicer and
                  Perpetual Trustees Victoria Limited; and

         (c)      the Consent Deed between NAB, Interstar Nominees (B) Pty
                  Limited, Interstar Nominees (N) Pty Limited; Interstar
                  Nominees (R) Pty Limited, the Servicer, Interstar Home Loan
                  Corporation Pty Ltd, Perpetual Trustees Victoria Limited,
                  Perpetual Trustee Company Limited and the Warehouse Financiers
                  listed in that document,

         in relation to the provision of Ancillary Facilities.

         APPROVED BANK means a Bank which has a short term rating of at least
         A-1+ from S&P and P-1 from Moody's and which is approved by the Trust
         Manager in writing.

         APPROVED SELLER'S FEE has the meaning given in clause 7.1(c).

         ARREARS subsist in relation to a Loan held by the Trustee if the
         Obligor under that Loan fails to pay any amount due under that Loan on
         the day it was due.

         ASSET means any asset of the Trust from time to time including any
         Loan, Mortgage or Related Security specified in a Sale Notice which are
         to be acquired in favour of the Trust, or any Authorised Investment
         acquired by the Trust or the Trustee's rights under any Support
         Facility.

         AUTHORISED INVESTMENTS has the meaning given to it in the Master Trust
         Deed (as amended by this Series Notice) and includes deposits by the
         Trustee with an Approved Bank as contemplated under any Ancillary
         Facility Document and Liquid Authorised Investments.

         AUTHORISED SIGNATORY means:

         (a)      in relation to the Trustee or the Security Trustee, a
                  director, secretary or duly appointed attorney of the Trustee
                  or Security Trustee (as the case may be) or an officer of the
                  Trustee or Security Trustee (as the case may be) whose title
                  contains the word 'director', 'manager' or 'counsel' or a
                  person performing the functions of any of them;

         (b)      in relation to the Trust Manager, the Servicer or the Approved
                  Seller, a director, secretary or duly appointed attorney of
                  the Trust Manager, the Servicer or the Approved Seller (as the
                  case may be) or any other person from time to time whose name,
                  title or position and specimen signature are set out in a
                  certificate signed by two directors or one director and

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                  one secretary of the Trust Manager, the Servicer or the
                  Approved Seller (as the case may be) confirming that person's
                  appointment as an Authorised Signatory for the purposes of the
                  Trust; and

         (c)      in relation to the Note Trustee, any officer within the
                  corporate trust department of the Note Trustee, including any
                  vice president, assistant vice president, treasurer, assistant
                  treasurer, trust officer or any other officer of the Note
                  Trustee who customarily performs functions similar to those
                  performed by the persons who at the time shall be such
                  officers, respectively, or to whom any corporate trust matter
                  is referred because of such person's knowledge of and
                  familiarity with the particular subject and who shall have
                  direct responsibility for the administration of the trust
                  constituted by the Note Trust Deed.

         AUTHORISED SWAP PROVIDER means a counterparty rated at least A-1 (short
         term) by S&P and A2 (long term) and P-1 (short term) by Moody's.

         BANK means:

         (a)      a corporation authorised under the Banking Act 1959 (Cth) to
                  carry on general banking business in Australia or a
                  corporation formed or incorporated under an Act of the
                  Parliament of an Australian jurisdiction to carry on the
                  general business of banking;

         (b)      a person authorised under the Financial Services and Markets
                  Act 2000 (UK) to carry on a business of accepting deposits; or

         (c)      a banking institution or trust company organised or doing
                  business under the laws of the United States of America or any
                  state of it.

         BANK BILL RATE means as at any date the rate per cent per annum being
         the average of the buying and selling rates for a three month bill (or,
         in the case of the first Interest Period, the linear interpolation for
         a two month bill and a three month bill) quoted on the page designated
         "BBSW" of the Reuters Monitor System at or about 10.30 am (Melbourne
         time) on that date by each person so quoting (but not less than five)
         and rounding the resultant figure upwards to four decimal places,
         provided that if in respect of any date the BANK BILL RATE cannot be
         determined because fewer than five persons have quoted rates or a rate
         is not displayed for a term equivalent to that period, then the BANK
         BILL RATE for that date shall mean such rate as determined by the Trust
         Manager or a Financial Advisor nominated by the Trust Manager having
         regard to comparable indices then available. In the event that any such
         date is not a Business Day, then the BANK BILL RATE applicable on that
         date shall be deemed to be the BANK BILL RATE which is applicable on
         the Business Day next succeeding that date. A certificate signed by the
         Trust Manager or a Financial Advisor nominated by the Trust Manager
         certifying as to the BANK BILL RATE on any date shall be final and
         conclusive evidence thereof in the absence of manifest error.

         BENEFICIARY means, in relation to the Trust, each holder of a Unit (as
         defined in clause 10).

         BENEFICIARY DISTRIBUTION means a distribution to a Residual Income
         Beneficiary under clause 6.5(a)(xii), clause 6.6(a)(i)(E), clause
         6.6(b)(iv) or clause 6.6(c)(v).

         BREAK COSTS means any break costs or payments in the nature of
         compensation which are payable by the Trustee to a Swap Provider
         consequent upon the early termination of a Hedge Agreement and where
         such break costs or compensation are not recoverable by the Trustee
         from any other person.

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         Without limiting the foregoing, Break Costs do not include any costs or
         payments payable to a Swap Provider by the Trustee to the extent such
         costs or payments are recoverable by the Trustee from Break Payments.

         BREAK PAYMENT means any amount owed by an Obligor under a Loan which is
         subject to a fixed rate of interest and which amount is owed following
         payment by that Obligor of any principal before the due date for that
         principal, in accordance with the terms of the relevant Loan Agreement
         (and includes any amount owed by the relevant Mortgage Insurer with
         respect to the obligation of that Obligor to pay any such amount).

         BUSINESS DAY means any day, other than a Saturday, Sunday or public
         holiday, on which Banks are open for business in London, New York City,
         Melbourne and Sydney.

         CALCULATION AGENT means initially The Bank of New York or such other
         person appointed as calculation agent under the Agency Agreement.

         CARRYOVER CHARGE-OFF means, in relation to a Payment Date, the
         aggregate amount of all Charge-offs made prior to that Payment Date and
         which have not been reduced under clause 6.5(a)(ix) prior to that
         Payment Date.

         CHARGE-OFF means, in relation to a Payment Date, the amount (if any) by
         which the Aggregate Principal Loss Amount for the corresponding
         Collection Period exceeds the amount allocated or available for
         allocation on that Payment Date under clause 6.5(a)(viii).

         CLASS A NOTE means a Note issued as a Class A1 Note or a Class A2 Note
         with the characteristics of a Class A1 Note or a Class A2 Note (as the
         case may be) under this Series Notice.

         CLASS A NOTEHOLDER means a Noteholder of a Class A Note.

         CLASS A1 NOTE means a Note issued as a Class A1 Note by the Trustee
         with the characteristics of a Class A1 Note under this Series Notice.

         CLASS A1 NOTEHOLDER means a Noteholder of a Class A1 Note.

         CLASS A2 A$ EQUIVALENT means, in relation to an amount denominated or
         to be denominated in US$:

         (a)      prior to the termination of the Class A2 Currency Swap, the
                  amount converted to (and denominated in) A$ at the A$ Exchange
                  Rate in relation to the Class A2 Notes; and

         (b)      after the termination of the Class A2 Currency Swap, the
                  amount that, when converted into US dollars at the
                  then-prevailing spot exchange rate in New York City for
                  Australian dollar purchases of US dollars, will equal the US
                  dollar amount owing in respect of principal or interest, as
                  applicable, on the Class A2 Notes to be paid from or by
                  reference to such amount.

         CLASS A2 A$ INTEREST AMOUNT means, in relation to a Payment Date, the
         amount in Australian dollars calculated as follows:

         (a)      on a daily basis at a rate equal to the aggregate of the Bank
                  Bill Rate and the Spread (as defined in the Class A2 Currency
                  Swap) for the relevant Interest Period;

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         (b)      on the Class A2 A$ Equivalent of the Principal Amount of the
                  Class A2 Notes as at the first day of the Interest Period
                  ending on that Payment Date; and

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

         CLASS A2 CURRENCY SWAP means, in relation to the Class A2 Notes, the
         currency swap agreement entered into between the Class A2 Currency Swap
         Provider, the Trust Manager and the Trustee dated on or about the date
         of this Series Notice, together with the schedules and confirmations
         with respect thereto and any replacement Class A2 Currency Swap entered
         into in accordance with the Transaction Documents.

         CLASS A2 CURRENCY SWAP PROVIDER means initially Westpac Banking
         Corporation (ABN 33 007 457 141) and subsequently any replacement
         currency swap provider appointed in accordance with the Transaction
         Documents.

         CLASS A2 DOWNGRADE has the same meaning as Downgrade in the Class A2
         Currency Swap.

         CLASS A2 GLOBAL NOTE means any global note issued or to be issued by
         the Trustee under the Note Trust Deed representing Class A2 Notes.

         CLASS A2 NOTE means a Note issued as a Class A2 Note by the Trustee
         with the characteristics of a Class A2 Note under this Series Notice.

         CLASS A2 NOTEHOLDER means a Noteholder of a Class A2 Note.

         CLASS A2 NOTE OWNER means, with respect to a Class A2 Global Note, the
         person who is the beneficial owner of such Class A2 Global Note, as
         reflected on the books of the relevant Clearing Agency, or on the books
         of the person maintaining an account with such Clearing Agency
         (directly as Clearing Agency Participant or as an indirect participant)
         in each case in accordance with the rules of such Clearing Agency.

         CLASS B NOTE means a Note issued as a Class B1 Note or a Class B2 Note
         with the characteristics of a Class B1 Note or a Class B2 Note (as the
         case may be) under this Series Notice.

         CLASS B NOTEHOLDER means a Noteholder of a Class B Note.

         CLASS B1 A$ EQUIVALENT means, in relation to an amount denominated or
         to be denominated in US$:

         (a)      prior to the termination of the Class B1 Currency Swap, the
                  amount converted to (and denominated in) A$ at the A$ Exchange
                  Rate in relation to the Class B1 Notes; and

         (b)      after the termination of the Class B1 Currency Swap, the
                  amount that, when converted into US dollars at the
                  then-prevailing spot exchange rate in New York City for
                  Australian dollar purchases of US dollars, will equal the US
                  dollar amount owing in respect of principal or interest, as
                  applicable, on the Class B1 Notes to be paid from or by
                  reference to such amount.

         CLASS B1 A$ INTEREST AMOUNT means, in relation to a Payment Date, the
         amount in Australian dollars calculated as follows:

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         (a)      on a daily basis at a rate equal to the aggregate of the Bank
                  Bill Rate and the Spread (as defined in the Class B1 Currency
                  Swap) for the relevant Interest Period;

         (b)      on the Class B1 A$ Equivalent of the Principal Amount of the
                  Class B1 Notes as at the first day of the Interest Period
                  ending on that Payment Date; and

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

         together with any unpaid Interest for previous Interest Periods.

         CLASS B1 CURRENCY SWAP means, in relation to the Class B1 Notes, the
         currency swap agreement entered into between the Class B1 Currency Swap
         Provider, the Trust Manager and the Trustee dated on or about this
         Series Notice, together with the schedules and confirmations with
         respect thereto and any replacement Class B1 Currency Swap entered into
         in accordance with the Transaction Documents.

         CLASS B1 CURRENCY SWAP PROVIDER means initially Westpac Banking
         Corporation (ABN 33 007 457 141) and subsequently any replacement
         currency swap provider appointed in accordance with the Transaction
         Documents.

         CLASS B1 DOWNGRADE has the same meaning as Downgrade in the Class B1
         Currency Swap.

         CLASS B1 GLOBAL NOTE means any global note issued or to be issued by
         the Trustee under the Note Trust Deed representing Class B1 Notes.

         CLASS B1 NOTE means a Note issued as a Class B1 Note by the Trustee
         with the characteristics of a Class B1 Note under this Series Notice.

         CLASS B1 NOTEHOLDER means a Noteholder of a Class B1 Note.

         CLASS B1 NOTE OWNER means, with respect to a Class B1 Global Note, the
         person who is the beneficial owner of such Class B1 Global Note, as
         reflected on the books of the relevant Clearing Agency, or on the books
         of the person maintaining an account with such Clearing Agency
         (directly as Clearing Agency Participant or as an indirect participant)
         in each case in accordance with the rules of such Clearing Agency.

         CLASS B2 NOTE means a Note issued as a Class B2 Note by the Trustee
         with the characteristics of a Class B2 Note under this Series Notice.

         CLASS B2 NOTEHOLDER means a Noteholder of a Class B2 Note.

         CLEARING AGENCY means:

         (a)      in relation to the US$ Notes, an organisation registered as a
                  CLEARING AGENCY pursuant to section 17A of the Exchange Act
                  appointed by the Trust Manager and the Trustee to hold Notes
                  (directly or through a Common Depository), and initially means
                  DTC; and

         (b)      in relation to the Class B2 Notes, Austraclear (directly or
                  through a registry agent or other agent).

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

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         CLEARSTREAM, LUXEMBOURG means Clearstream Banking, societe anonyme.

         CLOSING DATE means, in relation to the Trust and any Purchased Loan,
         the date specified in the Sale Notice for that Purchased Loan as the
         Closing Date or where a Sale Notice is not required by the Master Trust
         Deed to be delivered, as specified in the procedures for transfer
         agreed in accordance with the Master Trust Deed.

         COLLECTION ACCOUNT means, in relation to the Trust, an account with NAB
         for so long as it is an Approved Bank or any other account, opened and
         maintained by the Trustee with an Approved Bank under clause 26 of the
         Master Trust Deed.

         COLLECTION PERIOD means, in relation to a Payment Date other than the
         first and final Payment Dates, the period from (and including) the date
         which is 6 Business Days before the Payment Date preceding that Payment
         Date to (but excluding) the date which is 6 Business Days before that
         Payment Date. The first Collection Period is the period from (but
         excluding) the first Cut-Off Date to (and including) 9 January 2004.
         The Collection Period in relation to the final Payment Date is the
         period from (and including) the date which is 6 Business Days before
         the Payment Date immediately prior to that final Payment Date to (but
         excluding) the date which is 6 Business Days before that final Payment
         Date.

         COLLECTIONS means, in relation to the Trust for a period, Income and
         Mortgage Principal Repayments for that period.

         COMMON DEPOSITORY means in relation to US$ Notes, Cede & Co, as nominee
         for DTC or any Clearing Agency appointed from time to time to be (or to
         have its nominee be) the registered owner of a Global Note.

         CONDITIONS means, in relation to a US$ Note, the terms and conditions
         of that US$ Note, as annexed to the Note Trust Deed.

         CORPORATIONS ACT means the Corporations Act 2001 (Cth).

         CURRENCY SWAP means the Class A2 Currency Swap or the Class B1 Currency
         Swap.

         CURRENCY SWAP PROVIDER means the Class A2 Currency Swap Provider or the
         Class B1 Currency Swap Provider.

         CUT-OFF DATE means:

         (a)      in relation to any Purchased Loan, the date specified as the
                  Cut-Off Date for that Purchased Loan in the relevant Sale
                  Notice;

         (b)      in relation to any Loan originated in accordance with clause
                  9(b)(ii), the date for that Loan so specified in the relevant
                  Trust Manager's direction; or

         (c)      in relation to any Purchased Loan where a Sale Notice is not
                  required by the Master Trust Deed to be delivered, as
                  specified in the procedures for transfer agreed in accordance
                  with the Master Trust Deed.

         DEALER means each of Barclays Bank PLC and J.P Morgan Securities
         Limited.

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         DEALER AGREEMENT means the Dealer Agreement dated on or about the date
         of this Series Notice between the Trustee, the Trust Manager, Interstar
         Securities (Australia) Pty Limited and the Dealers in relation to the
         issue of the Class B2 Notes.

         DEFAULTING PARTY has:

         (a)      in relation to the Interest Rate Swap, the meaning given in
                  the Interest Rate Swap; and

         (b)      in relation to a Currency Swap, the meaning given in that
                  Currency Swap.

         DEFINITIVE NOTE means a US$ Note in definitive form issued or to be
         issued in respect of any US$ Note under, and in the limited
         circumstances specified in, the Note Trust Deed and includes any
         replacement for a Definitive Note issued under the relevant Conditions.

         DESIGNATED RATING AGENCY means:

         (a)      in relation to the Class A1 Notes, any rating agency so
                  specified prior to the issue of the Class A1 Notes;

         (b)      in relation to the Class A Notes (other than the Class A1
                  Notes), S&P and Moody's;

         (c)      in relation to the Class B Notes, S&P; and

         (d)      otherwise, S&P and Moody's.

         DTC means The Depository Trust Company.

         ELIGIBILITY CRITERIA means the criteria set out in schedule 1.

         ENFORCEMENT EXPENSES means the costs and expenses incurred by the
         Approved Seller or the Servicer in connection with the enforcement of
         any Purchased Loans or the related Loan Rights.

         EUROCLEAR means Euroclear Bank S.A./N.V. as operator of the Euroclear
         System.

         EXCESS SPREAD means, in relation to the Trust and each Other Trust, all
         amounts available to be distributed to Interstar Securities (Australia)
         Pty Limited in its capacity as a beneficiary of the Trust or that Other
         Trust (as the case may be) under or in respect of the Trust or that
         Other Trust (as the case may be).

         EXCHANGE ACT means the United States Securities Exchange Act of 1934,
         as amended.

         EXPENSES has the meaning in the Master Trust Deed and includes any
         Trustee's Fee, any Trust Manager's Fee, any Servicer's Fee, any fees
         and other amounts payable by the Trustee to the Note Trustee, the
         Calculation Agent, a Paying Agent or the Note Registrar under the
         Transaction Documents and any amounts payable or incurred by the
         Trustee, the Trust Manager or the Servicer in relation to the Trust
         under any Ancillary Facility but excluding:

         (a)      any Redraw; and

         (b)      any amounts required to be applied under clause 6 of the
                  Facilities Agreement to maintain the minimum balance required
                  to be standing in credit in the Trust Drawings Account (as
                  defined in the Facilities Agreement).

         EXPENSES MARGIN means the percentage as determined by the Servicer
         representing a margin to assist with the payment of Expenses and
         sufficient to allow each Designated Rating Agency to affirm the ratings
         on the Notes.

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         FINANCIAL ADVISOR means a financial institution which is, in the
         reasonable opinion of the Trust Manager, experienced and competent in
         the assessment of investment cash flows and the provision of financial
         advice in relation thereto.

         GLOBAL NOTE means a Class A2 Global Note or a Class B1 Global Note.

         GST means any goods and services tax, broad based consumption tax or
         value added tax imposed by any Government Agency and includes any goods
         and services tax payable under the A New Tax System (Goods and Services
         Tax) Act 1999.

         HEDGE AGREEMENT in relation to the Trust, includes an Interest Rate
         Swap and a Currency Swap.

         INCOME means, in relation to a Collection Period, all moneys, rights
         and property which is received by the Trustee during that Collection
         Period by way of interest or otherwise in the nature of income in
         respect of the Authorised Investments and, without limiting the
         generality of the foregoing, includes:

         (a)      amounts attributable to interest received under Hedge
                  Agreements;

         (b)      interest on Income and any other moneys received;

         (c)      amounts in the nature of, or attributable to, interest derived
                  under a Support Facility (other than a Hedge Agreement);

         (d)      any Break Payments received from Obligors or Mortgage
                  Insurers; and

         (e)      interest and fees received from Obligors.

         INCOME PERCENTAGE means, in relation to a Residual Income Beneficiary
         at any time, the subscription price paid by that Residual Income
         Beneficiary for all Residual Income Units held by that Residual Income
         Beneficiary divided by the total subscription prices of all Residual
         Income Units recorded in the Register maintained under clause 10.4 at
         that time, expressed as a percentage.

         INFORMATION MEMORANDUM means:

         (a)      in relation to the US$ Notes, the prospectus relating to those
                  US$ Notes dated [*] 2003;

         (b)      in relation to the Class B2 Notes, the information memorandum
                  relating to those Class B2 Notes dated [*]; and

         (c)      in relation to Class A1 Notes, any information memorandum,
                  prospectus or other selling or distribution information
                  relating to those Class A1 Notes,

         and includes any supplement to or amendment of that prospectus,
         offering circular or information memorandum (as the case may be).

         INITIAL PRINCIPAL AMOUNT means, in respect of a Note, the amount
         specified in clause 4.2 as the Initial Principal Amount for that Note.

         INTEREST means, in respect of a Note and an Interest Period for a Note,
         all interest accrued on the Note in respect of that Interest Period in
         accordance with clause 4.8.

         INTEREST ADJUSTMENT means, in relation to the Approved Seller, all
         interest and fees accrued on the Purchased Loans, purchased from the
         Approved Seller, up to (but excluding) the Closing Date for those
         Purchased Loans which are unpaid as at the close of business on that
         Closing Date.

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         INTEREST PAYMENT DATE means, for the purposes of the Master Trust Deed,
         and each Note, each Payment Date.

         INTEREST PERIOD means in relation to a Note and:

         (a)      the first Interest Period for that Note, the period commencing
                  on (and including) the issue date of that Note and ending on
                  (but excluding) the first Payment Date;

         (b)      the final Interest Period for that Note, the period commencing
                  on (and including) the Payment Date prior to the earlier of
                  the Maturity Date and the date on which that Note is redeemed
                  in accordance with its terms and ending on (but excluding) the
                  Maturity Date and the date on which that Note is so redeemed
                  (as the case may be); and

         (c)      each other Interest Period for that Note, each period
                  commencing on (and including) a Payment Date and ending on
                  (but excluding) the next Payment Date.

         INTEREST RATE means:

         (a)      in relation to a US$ Note and an Interest Period for that US$
                  Note:

                  (i)      LIBOR on the relevant Rate Reset Date for that
                           Interest Period; plus

                  (ii)     the MBS Margin for that US$ Note; plus

                  (iii)    from (and including) the Step-Up Margin Date, the
                           Step-Up Margin for that US$ Note;

         (b)      in relation to a Class B2 Note and an Interest Period for that
                  Class B2 Note:

                  (i)      the Bank Bill Rate on the relevant Rate Reset Date
                           for that Interest Period; plus

                  (ii)     the relevant MBS Margin for that Class B2 Note (as
                           the case may be); plus

                  (iii)    from (and including) the Step-Up Margin Date, the
                           relevant Step-Up Margin for that Class B2 Note (as
                           the case may be); and

         (c)      in relation to a Class A1 Note and an Interest Period for that
                  Class A1 Note, the interest rate specified in respect of that
                  Class A1 Note at its issue.

         INTEREST RATE SWAP means any interest rate swap agreement between a
         party which is an Authorised Swap Provider on the date the swap
         agreement is entered into, the Trust Manager and the Trustee, together
         with the schedules and confirmations with respect thereto, in relation
         to the interest rate risk arising from a Loan which at any time bears a
         fixed rate of interest as at that time.

         INTEREST RATE SWAP PROVIDER means a counterparty who enters into an
         Interest Rate Swap with the Trustee.

         INVESTMENT RATE means the rate determined as the Investment Rate from
         time to time under this Series Notice and the Servicing Agreement.

         ISDA means the International Swaps and Derivatives Association, Inc.

         ISDA DEFINITIONS means the 2000 ISDA definitions, as amended and
         updated as at the Note Issue Date.

         LATINUM LOW DOC LOAN means a Loan, designated as such, in respect of
         which:


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         (a)      the relevant Obligor, at the time of settlement of the Loan,
                  has been self-employed or a full time investor for not less
                  than 2 years; and

         (b)      the relevant Obligor, immediately after the settlement of the
                  Loan, has net assets of not less than A$50,000; and

         (c)      the income verification requirements are less extensive than
                  for other Loans (other than Retro Low Doc Loans).

         LIBOR means, in relation to any Interest Period for a US$ Note (other
         than the first Interest Period), the rate applicable for deposits in US
         dollars for a period of 3 months which appears on the Telerate Page
         3750 as of 11.00 am, London time, on the relevant Rate Reset Date and,
         in relation to the first Interest Period for a US$ Note, the linear
         interpolation of the rates applicable for deposits in US dollars for
         two and three months which appear on the Telerate Page 3750 as of 11.00
         am, London time, on the relevant Rate Reset Date. If such rate does not
         appear on the Telerate Page 3750, the rate for that Interest Period
         will be determined as if the Trustee and the Calculation Agent had
         specified USD-LIBOR-REFERENCE BANKS as the applicable Floating Rate
         Option under the ISDA Definitions. USD-LIBOR-REFERENCE BANKS means that
         the rate for an Interest Period for a US$ Note will be determined on
         the basis of the rates at which deposits in US dollars are offered by
         four major banks in the London interbank market agreed to by the
         Calculation Agent and the relevant Currency Swap Provider (the
         REFERENCE BANKS) at approximately 11.00 am, London time, on the
         relevant Rate Reset Date to prime banks in the London interbank market
         for a period of 3 months (or 2 and 3 months, as the case may be)
         commencing on the first day of the Interest Period and in a
         Representative Amount (as defined in the ISDA Definitions). The
         Calculation Agent 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 by Reference Banks to the Calculation
         Agent, the rate for that Interest Period will be the arithmetic mean of
         the quotations. If fewer than two quotations are provided by Reference
         Banks to the Calculation Agent following the Calculation Agent's
         request, the rate for that Interest Period will be the arithmetic mean
         of the rates quoted by four major banks in New York City, selected by
         the Calculation Agent and the relevant Currency Swap Provider, at
         approximately 11.00 am, New York City time, on that Rate Reset Date for
         loans in US dollars to leading European banks for a period of 3 months
         (or 2 and 3 months, as the case may be) commencing on the first day of
         the Interest Period and in a Representative Amount. If no such rates
         are available in New York City, then the rate for such Interest Period
         will be the most recently determined rate in accordance with this
         definition.

         LINE OF CREDIT COMMITMENT means as at any date the then amortised
         facility limit under an Interstar "Line of Credit" Access Account Loan
         (as referred to in schedule 2) (or under an Interstar "Split" Access
         Account Loan (as referred to in schedule 2) which has the general
         characteristics of the Interstar "Split" Access Account Loan (as
         referred to in schedule 2)) which forms part of the Assets of the
         Trust.

         LIQUID AUTHORISED INVESTMENTS as at any date means any of the following
         Authorised Investments:

         (a)      Bills, promissory notes or other negotiable instruments
                  accepted drawn or endorsed by a Bank which has a short term
                  rating of at least A-1+ from S&P and P-1 from Moody's which is
                  approved by the Trust Manager in writing;


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         (b)      cash and/or deposits with an Approved Bank, or the acquisition
                  of certificates of deposit or any other debt security issued
                  by a Bank which has a short term rating of at least A-1+ from
                  S&P and P-1 from Moody's which is approved by the Trust
                  Manager in writing;

         (c)      loan securities issued, secured or guaranteed by the
                  Government of Australia or any State or Territory within the
                  Commonwealth of Australia;

         (d)      any other Authorised Investments of a type approved by each
                  Designated Rating Agency.

         LIQUIDATED LOAN means a Purchased Loan with respect to which a default
         has occurred and the Trust Manager has determined that all Liquidation
         Proceeds likely to be recoverable have been recovered, having regard
         to:

         (a)      the enforcement of the Mortgage and any Loan Security in
                  relation to that Purchased Loan;

         (b)      any sale of the Land subject to the Mortgage in relation to
                  that Purchased Loan;

         (c)      any proceeds paid on the compulsory acquisition of that Land
                  by any Government Agency;

         (d)      any payments received from any relevant Obligor on account of
                  any amount outstanding under that Purchased Loan;

         (e)      such other matters as the Trust Manager reasonably determines
                  to be relevant.

         LIQUIDATION LOSS means, in relation to a Purchased Loan which becomes a
         Liquidated Loan during a Collection Period, the Unpaid Balance of that
         Purchased Loan after the application of all Liquidation Proceeds
         relating to that Purchased Loan, including any Enforcement Expenses in
         respect of that Purchased Loan.

         LIQUIDATION PROCEEDS means, in relation to a Purchased Loan, the amount
         received by or on behalf of the Trustee in connection with the
         liquidation of such Purchased Loan including, without limitation:

         (a)      proceeds arising from the enforcement of the Mortgage in
                  relation to that Purchased Loan and sale of the Land subject
                  to that Mortgage;

         (b)      proceeds arising from the enforcement of any Loan Security in
                  relation to that Purchased Loan;

         (c)      the proceeds of any claim under the relevant Mortgage
                  Insurance Policy or Title Insurance Policy; and

         (d)      proceeds arising from any resumption or compulsory acquisition
                  of the relevant Land by any Government Agency.

         LIQUIDITY PURPOSES includes:

         (a)      replenishing Liquid Authorised Investments to maintain the
                  Prescribed Minimum Level;

         (b)      funding Redraws under clause 6.3; and

         (c)      funding advances to Obligors under any Loan Agreement which
                  provides for a line of credit facility or revolving credit
                  facility.

         LOAN means, in relation to the Trust, the rights of the Approved Seller
         or the Trustee (as the case may require) under or in respect of Loans
         (as defined in the Master Trust Deed) which are

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         acceptable to the Trustee (in all cases in the form certified by the
         Approved Seller before the Sale Notice, where those rights are to be
         acquired from the Approved Seller, other than Perpetual Trustees
         Victoria Limited as trustee of any trust, is or was given, and as
         certified thereafter from time to time).

         LOAN AMOUNT means, in relation to a Loan held by the Trustee, the
         principal amount of that Loan from time to time.

         LOAN TO VALUE RATIO means, in relation to a Loan, the ratio (expressed
         as a percentage) which the outstanding amount of the Loan secured or to
         be secured by the related Mortgage bears to the value of the Land
         mortgaged or to be mortgaged both at the time the Obligor entered into
         the relevant Loan Agreement.

         LOW DOC LOAN means a Latinum Low Doc Loan or a Retro Low Doc Loan.

         MATURITY DATE means, for all Notes, the maturity date specified in
         clause 4.2.

         MBS MARGIN means, in relation to a Note, the margin specified in clause
         4.2 as the MBS Margin for that Note.

         MORTGAGE INSURANCE POLICY means, in relation to a Loan, an insurance
         contract issued by a Mortgage Insurer which:

         (a)      insures, during the whole of the proposed term of the Loan,
                  against the risk of default by an Obligor covering:

                  (i)      the whole of the Loan Amount due under the Loan;

                  (ii)     any reasonable expenses incurred in enforcing the
                           Loan and relevant Loan Securities;

                  (iii)    any unpaid interest calculated at the interest rate
                           applicable if interest is paid on the due date; and

                  (iv)     the timely payment for a period of at least 12 months
                           after the date upon which a claim is made under that
                           contract of interest payments under the Loan which
                           remain outstanding for a period of 14 days;

         (b)      provides that if the Loan is subject to the Consumer Credit
                  Legislation then the obligation of the Mortgage Insurer to pay
                  the amounts above cannot be reduced or denied consequent upon
                  a court or tribunal making an order under the Consumer Credit
                  Legislation for a change to the terms of the Loan or the
                  relevant credit contract relating to that Loan; and

         (c)      provides for the Trustee as the insured party.

         MORTGAGE INSURER means PMI Indemnity Limited (ABN 49 000 781 171), GE
         Capital Mortgage Insurance Corporation (Australia) Pty Ltd (ABN 52 081
         488 440), PMI Mortgage Insurance Ltd (formerly MGICA Ltd) (ABN 70 000
         511 071) or such other corporation or corporations as approved from
         time to time by the Trust Manager and each Designated Rating Agency.

         MORTGAGE PRINCIPAL REPAYMENTS means, in relation to a Collection
         Period, all amounts received by the Trustee during that Collection
         Period in connection with a Loan or Loan Security being:

         (a)      in respect of the repayment of any part of the Loan Amount
                  under the Loan;

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         (b)      any net receipts of a principal or capital nature received in
                  respect of any enforcement or recovery proceedings in respect
                  of the Loan or Loan Security;

         (c)      any net receipts of a principal or capital nature under a
                  Support Facility in respect of the Loan or Loan Security;

         (d)      any other amount which, under clause 6.5(a)(vii) or 9(c), is
                  to be treated as a Mortgage Principal Repayment received by
                  the Trustee during that Collection Period; and

         (e)      any other amount received on, under or in relation to the Loan
                  or Loan Security and which is not Income.

         NAB means National Australia Bank Limited.

         NON-LIQUID AUTHORISED INVESTMENTS means Authorised Investments other
         than Liquid Authorised Investments.

         NOTE means a note referred to in clause 4.

         NOTEHOLDER means the person who:

         (a)      in relation to a Definitive Note or a Global Note for a US$
                  Note at any time, is registered in the Note Register as the
                  holder of that Definitive Note or Global Note (as the case may
                  be) at that time; and

         (b)      in relation to a Registered Note at any time, is registered in
                  the Register as the holder of that Note at that time.

         NOTE ISSUE DATE means [*] October 2003.

         NOTE MANAGER means each Dealer and each Underwriter.

         NOTE OWNER means a Class A2 Note Owner or a Class B1 Note Owner.

         NOTE REGISTER means the register kept by the Note Registrar to provide
         for the registration and transfer of US$ Notes under the Note Trust
         Deed and the Agency Agreement.

         NOTE REGISTRAR means, initially The Bank of New York or any successor
         note registrar appointed under the Agency Agreement.

         NOTE TRUST DEED means the Note Trust Deed dated on or about the date of
         this Series Notice between the Note Trustee, the Trustee, the Trust
         Manager and the Security Trustee.

         NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
         24 September 2003 issued under the Master Trust Deed in relation to the
         Trust.

         OBLIGOR means an Obligor as defined in the Master Trust Deed and may be
         a resident of any country.

         OTHER TRUST means any Trust (as defined in an Ancillary Facility
         Document from time to time) other than the Trust.

         PAYING AGENT means any person for the time being appointed as a Paying
         Agent under the Agency Agreement and includes the Principal Paying
         Agent.

         PAYMENT DATE means, subject to clause 3.4, the 20th day of each
         January, April, July and October, the first such date being 20 January
         2004.

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         PORTFOLIO OF LOANS means all Loans specified in a Note Issue Direction
         or Sale Notice.

         PREFUNDING ACCOUNT means the account held by the Trustee in its
         capacity as trustee of the Trust with an Approved Bank into which will
         be or is deposited the Prefunding Amount.

         PREFUNDING AMOUNT has the meaning given in clause 9.

         PREFUNDING END DATE means the first Payment Date.

         PRESCRIBED MINIMUM LEVEL means, at any time, 1% of the aggregate of:

         (a)      the Class A2 A$ Equivalent of the Principal Amount of all
                  Class A2 Notes then outstanding;

         (b)      the Class B1 A$ Equivalent of the Principal Amount of all
                  Class B1 Notes then outstanding; and

         (c)      the Principal Amount of all Registered Notes then outstanding,

         or such other percentage as determined by the Trust Manager and
         confirmed by each Designated Rating Agency that such percentage is not
         detrimental to the rating (including a qualification or a withdrawal of
         a rating) of any Notes outstanding at that time.

         PRINCIPAL AMOUNT means, on a date in relation to a Note, the Initial
         Principal Amount of that Note minus the aggregate of Principal Payments
         made in respect of that Note on or before that date.

         PRINCIPAL ENTITLEMENT means, in relation to a Note for the purposes of
         the Master Trust Deed, the Principal Amount of the Note at the Maturity
         Date.

         PRINCIPAL LOSS means, in relation to a Collection Period, the amount of
         any Liquidation Loss for that Collection Period referred to in clause
         6.2(a)(xiii)(B).

         PRINCIPAL PAYING AGENT means initially The Bank of New York or such
         other person appointed as principal paying agent under the Agency
         Agreement.

         PRINCIPAL PAYMENT means a payment in relation to a Note under clause
         6.6.

         PRINCIPAL REPAYMENT DATE means, for the purposes of the Master Trust
         Deed, and each Note, each Payment Date.

         PROPERTY RESTORATION EXPENSES means costs and expenses incurred at the
         direction of the Trust Manager or the Servicer by or on behalf of the
         Trustee in repairing, maintaining or restoring to an appropriate state
         of repair and condition any Mortgaged Property, in exercise of a power
         conferred on the relevant mortgagee under the relevant Purchased Loan
         and Relevant Documents.

         PURCHASED LOAN means each Loan and the related Loan Rights specified in
         a Sale Notice (or, where relevant, in accordance with the procedures
         agreed under the Master Trust Deed) which is accepted by the Trustee,
         unless the Trustee has ceased to have an interest in that Loan.

         RATE RESET DATE means:

         (a)      in relation to an Interest Period and a US$ Note, the date
                  which is 2 Business Days before the beginning of the Interest
                  Period for that US$ Note. In this paragraph (a) of the
                  definition of Rate Reset Date, BUSINESS DAY means any day on
                  which banks are open for

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                  business (including dealings in foreign exchange and foreign
                  currency deposits) in London and New York City; and

         (b)      in relation to an Interest Period and a Registered Note, the
                  first day of the Interest Period for that Note.

         RECORD DATE means for the purposes of the Master Trust Deed in relation
         to a date for payment of any amount in relation to a Note, 4.00 pm
         (Melbourne time) on the date which is 4 Business Days before that date
         for payment.

         RECOVERY AMOUNT means, in relation to a Payment Date, the aggregate of
         all amounts applied on that Payment Date under clauses 6.5(a)(viii) and
         6.5(a)(ix).

         REDRAW means, in relation to any Collection Period, an amount
         re-advanced to an Obligor by the Trustee under a Loan held by the
         Trustee in respect of any previous Additional Repayments of the
         Obligor.

         REGISTERED NOTE means a Class A1 Note, or a Class B2 Note.

         RESIDUAL CAPITAL UNIT has the meaning given in clause 10.1.

         RESIDUAL INCOME UNIT has the meaning given in clause 10.1.

         RETRO LOW DOC LOAN means a Loan, designated as such, in respect of
         which:

         (a)      the relevant Obligor, at the time of settlement of the Loan,
                  is self-employed or a full-time investor; and

         (b)      there are no income verification requirements.

         REUTERS MONITOR SYSTEM means the monitor system used by AAP Reuters
         Economic Services (and its successors and assigns) or any similar
         monitor system as agreed upon from time to time by the Trust Manager
         and the Trustee.

         SALE NOTICE means any Sale Notice (as defined in the Master Trust Deed)
         which may be given by the Approved Seller to the Trustee as trustee of
         the Trust on or after the date of execution of this Series Notice and
         which is subsequently accepted by the Trustee.

         SECURITIES ACT means the United States Securities Act of 1933, as
         amended.

         SECURITY TRUST DEED means the security trust deed dated on or before
         the date of this Series Notice between the Trustee, the Trust Manager,
         the Security Trustee and the Note Trustee.

         SERVICER'S FEE has the meaning given in clause 7.1(d).

         SHORTFALL has the meaning given in clause 6.5(d).

         STEP-UP MARGIN means:

         (a)      in relation to a Class A2 Note, [*]% per annum;

         (b)      in relation to a Class B1 Note, [*]% per annum; and

         (c)      in relation to a Class B2 Note, [*]% per annum.

         STEP-UP MARGIN DATE means:

         (a)      in relation to any Class A2 Notes, the Payment Date in October
                  2008;

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         (b)      in relation to any Class B1 Notes, the Payment Date in October
                  2008; and

         (c)      in relation to any Class B2 Notes, the Payment Date in October
                  2008.

         SUBJECT PROPERTY means the freehold land or leasehold land to be
         mortgaged pursuant to a proposed Loan.

         SUPPORT FACILITY has the meaning given to it in the Master Trust Deed
         (as amended by this Series Notice) and includes any Title Insurance
         Policy.

         SUPPORT FACILITY PROVIDER has the meaning given to it in the Master
         Trust Deed (as amended by this Series Notice) but does not include any
         person who has provided or agreed to provide any Mortgage Insurance
         Policy or Title Insurance Policy.

         SWAP PROVIDER means, in relation to a Hedge Agreement, the counterparty
         which enters into that arrangement with the Trustee.

         TELERATE means, when used in relation to any designated page and any
         interest rate, the display page so designated on Bridge's Telerate
         Service or such other page as may replace that page on that service, or
         such other service as may be nominated as the information vendor for
         the purpose of displaying rates or prices comparable to that interest
         rate.

         THRESHOLD REQUIREMENTS means, at any time, the existence of each of the
         following conditions:

         (a)      there are no Carryover Charge-offs at that time;

         (b)      no more than 5% (by unpaid principal balance) of the Purchased
                  Loans are in Arrears by an amount equal to two or more monthly
                  payments at that time;

         (c)      an amount equal to the aggregate of:

                  (i)      the Class B1 A$ Equivalent of the Principal Amount of
                           all Class B1 Notes outstanding at that time; plus

                  (ii)     the Principal Amount of all Class B2 Notes
                           outstanding at that time,

                  is not less than 0.25% of the amount equal to the aggregate
                  of:

                  (iii)    the Class A2 A$ Equivalent of the Initial Principal
                           Amount of all Class A2 Notes on the Note Issue Date;
                           plus

                  (iv)     the Class B1 A$ Equivalent of the Initial Principal
                           Amount of all Class B1 Notes on the Note Issue Date;
                           plus

                  (v)      the Initial Principal Amount of all Class B2 Notes on
                           the Note Issue Date; and

         (d)      an amount equal to the aggregate of:

                  (i)      the Class B1 A$ Equivalent of the Principal Amount of
                           all Class B1 Notes outstanding at that time; plus

                  (ii)     the Principal Amount of all Class B2 Notes
                           outstanding at that time,

                  is not less than 9.8% of the amount equal to the aggregate of:

                  (iii)    the Class A2 A$ Equivalent of the Principal Amount of
                           all Class A2 Notes at that time; plus

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                  (iv)     the Class B1 A$ Equivalent of the Principal Amount of
                           all Class B1 Notes at that time; plus

                  (v)      the Principal Amount of all Class B2 Notes at that
                           time.

         TITLE INSURANCE POLICY means, in relation to a Mortgage, an insurance
         policy issued by a Title Insurer in a form reasonably acceptable to the
         Trustee which insures against losses arising from that Mortgage
         providing insufficient security for the relevant Loan, including, as a
         result of the Mortgage:

         (a)      being subject to any prior encumbrance;

         (b)      not being validly registered; or

         (c)      being invalid or unenforceable.

         TITLE INSURER means First American Title Insurance Company of Australia
         Pty Limited (ABN 64 075 279 908) or any other entity approved from time
         to time by the Trust Manager and which each Designated Rating Agency
         has confirmed will not cause the downgrade or withdrawal of the rating
         of any Note.

         TOTAL INITIAL PRINCIPAL AMOUNT means, at any time in respect of a
         Class, the sum of all Initial Principal Amounts for all Notes in that
         Class.

         TOTAL PRINCIPAL AMOUNT means, at any time in respect of a Class, the
         sum of all Principal Amounts at that time for all Notes in that Class.

         TRANSACTION DOCUMENT means each of the following documents:

         (a)      this Series Notice;

         (b)      the Master Trust Deed;

         (c)      the Notice of Creation of Trust;

         (d)      each Currency Swap;

         (e)      each Interest Rate Swap;

         (f)      the Investment Management Agreement;

         (g)      the Agency Agreement;

         (h)      the Note Trust Deed;

         (i)      each Note;

         (j)      the Security Trust Deed;

         (k)      the Seller Accession Certificate dated 3 February 2003 between
                  Interstar Securities (Australia) Pty Limited, Perpetual
                  Trustees Victoria Limited and the Servicer;

         (l)      any other document which is expressed to be, or which is
                  agreed by the Trust Manager, the Note Trustee and the Trustee
                  to be, a TRANSACTION DOCUMENT for the purposes of this Series
                  Notice; and

         (m)      any other document that is executed under or which is or is
                  expressed to be incidental or collateral to, any other
                  Transaction Document.

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         TRUST means the Interstar Millennium Series 2003-5G Trust constituted
         under the Master Trust Deed and the Notice of Creation of Trust.

         TRUST MANAGER'S FEE has the meaning given in clause 7.1(a).

         TRUSTEE'S FEE has the meaning given in clause 7.1(b).

         UNDERWRITER means each of Barclays Capital Inc. and J.P. Morgan
         Securities Inc.

         US$ ACCOUNT means the US$ account opened and maintained for the
         purposes of the Trust with the Principal Paying Agent (so long as the
         Principal Paying Agent is an Approved Bank) or with such other person
         who is an Approved Bank.

         US$ NOTE means a Class A2 Note or a Class B1 Note.

         US$ NOTEHOLDER means a Noteholder of a US$ Note.


3.2      INTERPRETATION

         (a)      Clause 1.2 of the Master Trust Deed is incorporated into this
                  Series Notice as if set out in full, except that any reference
                  to DEED is replaced by a reference to SERIES NOTICE, any
                  reference to A TRUST is replaced by a reference to THE TRUST
                  and any reference to the CORPORATIONS LAW is replaced by a
                  reference to the CORPORATIONS ACT.

         (b)      A reference to US DOLLARS or US$ is to the currency of the
                  United States of America.

         (c)      A reference to AUSTRALIAN DOLLARS or A$ is to the currency of
                  Australia.

         (d)      A Class A2 Downgrade or Class B1 Downgrade will be deemed to
                  SUBSIST until such time as provided in the relevant Currency
                  Swap.

3.3      LIABILITY

         (a)      (GENERAl) Clause 32 of the Master Trust Deed, as amended by
                  this Series Notice, applies to the obligations and liabilities
                  of the Trustee and the Trust Manager under this Series Notice.

         (b)      (LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY)

                  Without limiting the generality of paragraph (a), clause 32.16
                  of the Master Trust Deed as amended by this Series Notice is
                  incorporated into this Series Notice as if set out in full,
                  except that any reference to DEED is replaced by a reference
                  to SERIES NOTICE and any reference to TRUST refers to THE
                  TRUST.

         (c)      (UNRESTRICTED REMEDIES) Nothing in this clause 3.3 limits a
                  person in:

                  (i)      obtaining an injunction or other order to restrain
                           any breach of this agreement by any party; or

                  (ii)     obtaining declaratory relief.

         (d)      (RESTRICTED REMEDIES) Except as provided in paragraph (a) and
                  subject to paragraph (c), no person shall:

                  (i)      (STATUTORY DEMAND) issue any demand under s459E(1) of
                           the Corporations Act (or any analogous provision
                           under any other law) against the Trustee;

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                  (ii)     (WINDING UP) apply for the winding up or dissolution
                           of the Trustee;

                  (iii)    (EXECUTION) levy or enforce any distress or other
                           execution to, on, or against any assets of the
                           Trustee;

                  (iv)     (COURT APPOINTED RECEIVER) apply for
                           the appointment by a court or a receiver to any of
                           the assets of the Trustee;

                  (v)      (JUDGMENT) obtain a judgment for the payment of money
                           or damages by the Trustee;

                  (vi)     (SET-OFF OR COUNTERCLAIM) exercise or seek to
                           exercise any set-off or counterclaim against the
                           Trustee; or

                  (vii)    (ADMINISTRATOR) appoint, or agree to the appointment
                           of, any administrator to the Trustee,

                  or take proceedings for any of the above and each party
                  (including each Noteholder) waives its rights to make those
                  applications and take those proceedings.


3.4      BUSINESS DAY

         If any payment is due under a Transaction Document on, or a Payment
         Date or Determination Date falls on, a day which is not a Business Day,
         the due date or Payment Date (as the case may be) will be the next
         Business Day unless that day falls in the next calendar month, in which
         case the due date or Payment Date (as the case may be) will be the
         preceding Business Day.


4.       NOTES
--------------------------------------------------------------------------------

4.1      CONDITIONS OF NOTES

         (a)      The conditions of the Registered Notes will be as set out in
                  the Master Trust Deed, as supplemented and amended by the
                  provisions set out in this Series Notice.

         (b)      The conditions of the US$ Notes will be as set out in the
                  Master Trust Deed (as supplemented and amended by this Series
                  Notice) and the relevant Conditions.


4.2      SUMMARY OF CONDITIONS OF NOTES

         Under clause 9.3 of the Master Trust Deed, the Trust Manager provides
         the following information in respect of the Notes.

         (a)      Class of Note:   there will be the following Classes of Notes:

                                   (i)      Class A1 Notes

                                   (ii)     Class A2 Notes

                                   (iii)    Class B1 Notes

                                   (iv)     Class B2 Notes

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       (b)      Total Initial Principal        (i)      the Class A1 Notes - the
                Amount of each Class of                 aggregate of the Initial
                Notes:                                  Principal Amounts of
                                                        those Class A1 Notes on
                                                        therelevant Note Issue
                                                        Date

                                               (ii)     Class A2 Notes -
                                                        US$750,000,000

                                               (iii)    Class B1 Notes -
                                                        US$25,000,000

                                               (iv)     Class B2 Notes -
                                                        A$39,000,000

       (c)      Manner and order in which      as set out in clause 6
                principal and interest is to
                be paid on Notes:

       (d)      MBS Margin:                    (i)      any Class A1 Note, the
                                                        percentage per annum as
                                                        determined by the Trust
                                                        Manager and notified to
                                                        the Trustee on the
                                                        relevant Note Issue Date

                                               (ii)     any Class A2 Note, [*]%
                                                        per annum

                                               (iii)    any Class B1 Note, [*]%
                                                        per annum

                                               (iv)     any Class B2 Note, [*]%
                                                        per annum

       (e)      Initial Principal Amount:      (i)      any Class A1 Note - the
                                                        amount as determined by
                                                        the Trust Manager and
                                                        notified to the Trustee
                                                        on the date which is 4
                                                        Business Days before the
                                                        relevant Note Issue Date

                                               (ii)     any Class A2 Note -
                                                        subject to clause
                                                        4.3(b), each denominated
                                                        with an Initial
                                                        Principal Amount of
                                                        US$100,000 per Note and,
                                                        thereafter, with minimum
                                                        increments of US$1,000

                                               (iii)    any Class B1 Note -
                                                        subject to clause
                                                        4.3(b), each denominated
                                                        with an Initial
                                                        Principal Amount of
                                                        US$100,000 per Note and,
                                                        thereafter, with minimum
                                                        increments of US$1,000

                                               (iv)     any Class B2 Note -
                                                        subject to clause
                                                        4.3(a), each denominated
                                                        with an Initial
                                                        Principal Amount of
                                                        A$10,000 per Note

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       (f)      Rating:                        (i)      Class A1 Notes - such
                                                        rating (if any) notified
                                                        by the Trust Manager to
                                                        the Trustee as approved
                                                        by each Designated
                                                        Rating Agency for those
                                                        Class A1 Notes at the
                                                        relevant Note Issue Date

                                               (ii)     Class A2 Notes - AAA
                                                        long term rating from
                                                        S&P and Aaa long term
                                                        rating from Moody's

                                               (iii)    Class B1 Notes - AA-
                                                        long term rating from
                                                        S&P (iv) Class B2 Notes
                                                        - AA- long term rating
                                                        from S&P

       (g)      Issue Price:                   (i)      any Class A1 Note -
                                                        issued at par value

                                               (ii)     any Class A2 Note -
                                                        issued at par value

                                               (iii)    any Class B1 Note -
                                                        issued at par value

                                               (iv)     any Class B2 Note -
                                                        issued at par value

       (i)      Maturity Date:                 Payment Date falling in December
                                               2035


4.3      ISSUE OF NOTES

         (a)      The Registered Notes must be issued in minimum parcels or
                  subscriptions which have an aggregate Initial Principal Amount
                  of A$500,000, (disregarding any amount payable to the extent
                  to which it is to be paid out of money lent by the person
                  offering the Notes or an associate (as defined in Division 2
                  of Part 1.2 of the Corporations Act)) or must otherwise
                  constitute an issue that is not required to be disclosed under
                  Part 6D.2 of the Corporations Act.

         (b)      The US$ Notes must be issued in minimum parcels or
                  subscriptions which have an aggregate Initial Principal Amount
                  of US$100,000 and in amounts, or on terms, such that their
                  offer for subscription and their issue will comply with:

                  (i)      the Financial Services and Markets Act 2000 (UK) and
                           all regulations made under or in relation to that Act
                           and the Public Offers of Securities Regulations 1995;
                           and

                  (ii)     the Securities Act, the Exchange Act, all regulations
                           made under or in relation to them, and all other laws
                           or regulations of any jurisdiction of the United
                           States of America regulating the offer or issue of,
                           or subscription for, Notes.

         (c)      No Registered Note has been or will be registered under the
                  Securities Act and the Registered Notes must not be offered or
                  sold within the United States or to, or for the account or
                  benefit of, US persons except in accordance with Regulation S
                  under the Securities Act or pursuant to an exemption from the
                  registration requirements of the Securities Act. Terms used in
                  this paragraph have the meanings given to them by Regulation S
                  under the Securities Act.


4.4      TRUSTEE'S COVENANT TO NOTEHOLDERS

         Subject to the terms of the Master Trust Deed and this Series Notice,
         the Trustee:

         (a)      acknowledges its indebtedness in respect of the Principal
                  Amount of each Note; and

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         (b)      covenants for the benefit of the Security Trustee, each
                  Registered Noteholder and the Note Trustee on behalf of the
                  US$ Noteholders (subject to receiving any directions required
                  under and given in accordance with the Transaction Documents):

                  (i)      to make all payments on or in respect of the Notes
                           held by that Noteholder on the due date for payment;

                  (ii)     to comply with the terms of this Series Notice and
                           the Transaction Documents to which it is a party; and

                  (iii)    to pay the Principal Amount in relation to the Notes
                           held by that Noteholder on the Maturity Date together
                           with accrued and unpaid interest thereon.


4.5      REPAYMENT OF NOTES ON PRINCIPAL REPAYMENT DATES

         (a)      On each Principal Repayment Date for a Note, the Principal
                  Amount of that Note shall be reduced by, and the obligations
                  of the Trustee with respect to that Note shall be discharged
                  to the extent of, the amount of the Principal Payment made on
                  that Principal Repayment Date in respect of that Note.

         (b)      All Principal Payments on the US$ Notes will be made in US
                  dollars.

         (c)      All Principal Payments on the Registered Notes will be made in
                  Australian dollars.


4.6      FINAL REDEMPTION

         Each Note shall be finally redeemed, and the obligations of the Trustee
         with respect to the payment of the Principal Amount of that Note shall
         be finally discharged, on the first to occur of:

         (a)      the date on which the Principal Amount of that Note is reduced
                  to zero;

         (b)      the date on which the relevant Noteholder renounces in writing
                  all of its rights to all amounts payable under or in respect
                  of that Note;

         (c)      in relation to:

                  (i)      the US$ Notes, the date on which all amounts received
                           by the Note Trustee with respect to the enforcement
                           of the Security Trust Deed and payable to the US$
                           Noteholders are paid to the US$ Noteholders; and

                  (ii)     the Registered Notes, the date on which all amounts
                           received with respect to the enforcement of the
                           Security Trust Deed and payable to the Registered
                           Noteholders are paid to the Registered Noteholders;

         (d)      the Payment Date immediately following the date on which the
                  Trustee completes a sale and realisation of all Assets of the
                  Trust in accordance with the Master Trust Deed and this Series
                  Notice; and

         (e)      the date on which the Note is cancelled or redeemed under
                  clause 6.6.


4.7      PERIOD DURING WHICH INTEREST ACCRUES

         Each Note bears interest calculated and payable in arrears in
         accordance with this Series Notice from the relevant issue date to the
         date upon which that Note is finally redeemed in accordance with clause
         4.6.

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4.8      CALCULATION OF INTEREST

         (a)      Interest payable on each Note in respect of each Interest
                  Period for that Note is calculated:

                  (i)      on a daily basis at the applicable Interest Rate;

                  (ii)     on the Principal Amount of that Note as at the first
                           day of that Interest Period; and

                  (iii)    on the basis of the actual number of days in that
                           Interest Period and:

                           (A)      in the case of the US$ Notes, a year of 360
                                    days; and

                           (B)      in the case of the Registered Notes, a year
                                    of 365 days,

                          and shall accrue due from day to day.

         (b)      The Step-Up Margin for each Class of Notes (other than the
                  Class A1 Notes):

                  (i)      applies following the relevant Step-Up Margin Date
                           for that Class; and

                  (ii)     is added to:

                           (A)     (1)      LIBOR, in the case of the US$ Notes;
                                            or

                                   (2)      the Bank Bill Rate, in the case of
                                            the Registered Notes; and

                          (B)       the relevant MBS Margin,

                          to form the Interest Rate following the relevant
                          Step-Up Margin Date for that Class.


4.9      AGGREGATE RECEIPTS

         Notwithstanding anything in clause 6, no Noteholder will be entitled to
         receive aggregate principal under any of the provisions in that clause
         on any Note at any time in excess of the Principal Amount for that Note
         at that time.


4.10     OWNERSHIP OF NOTES

         The Trustee, the Trust Manager and the Security Trustee may treat a
         Noteholder as the absolute owner of any Registered Note or US$ Note
         which the Noteholder is registered as holding (whether or not that Note
         is overdue and despite any notation or notice to the contrary or
         writing on it or any notice of previous loss or theft of it or of trust
         or other interest in it) for the purpose of making payment and for all
         other purposes.


4.11     TAXATION

         All payments in respect of the Notes will be made without withholding
         or deduction for, or on account of, any present or future Taxes
         (including, without limitation, interest withholding tax) unless the
         Trustee or other payer is required by any applicable law to make any
         such payment in respect of the Notes subject to any withholding or
         deduction for, or on account of, any present or future Taxes. In that
         event, the Trustee or other payer must make such payment after such
         withholding or deduction has been made and must account to the relevant
         authorities for the amount so required to be withheld or deducted. The
         Trustee or other payer will not be obliged to make any additional
         payments to Noteholders in respect of that withholding or deduction.

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5.       CLASS A1 NOTES
--------------------------------------------------------------------------------

5.1      NOTE ISSUE DIRECTION FOR CLASS A1 NOTES

         If, on a Payment Date, Mortgage Principal Repayments for the Collection
         Period preceding that Payment Date are insufficient to fund Redraws for
         that Collection Period in accordance with this Series Notice, then the
         Trust Manager may give the Trustee a Note Issue Direction to issue a
         series of Class A1 Notes in accordance with clause 12 of the Master
         Trust Deed and this clause 5.


5.2      CONDITIONS TO NOTE ISSUE DIRECTION

         The Trust Manager must not give a Note Issue Direction under clause 5.1
         unless it has received written confirmation from each Designated Rating
         Agency that the issue of the Class A1 Notes would not result in a
         downgrading or withdrawal of a rating of any Note then outstanding.


5.3      TERMS OF NOTE ISSUE DIRECTION

         A Note Issue Direction given under clause 5.1:

         (a)      must be given no later than the date which is 3 Business Days
                  before the proposed issue date of the relevant Class A1 Notes,
                  or any other date agreed by the Trustee and the Trust Manager;
                  and

         (b)      must specify the MBS Margin, the Total Initial Principal
                  Amount, Initial Principal Amount, rating, issue price and
                  Maturity Date of the relevant Class A1 Notes (in each case
                  containing the relevant information specified in clause 4.2).


6.       CASHFLOW ALLOCATION METHODOLOGY
--------------------------------------------------------------------------------

6.1      GENERAL

         Collections and other amounts credited to the Collection Account will
         be allocated by the Trust Manager, and paid by the Trustee as directed
         by the Trust Manager, as set out in this clause 6.


6.2      CALCULATIONS

         (a)      On or before each date which is 4 Business Days before each
                  Payment Date, the Trust Manager will, in respect of the
                  Collection Period immediately before that Payment Date,
                  calculate or otherwise ascertain:

                  (i)      all Income for that Collection Period;

                  (ii)     all Mortgage Principal Repayments for that Collection
                           Period;

                  (iii)    the aggregate of all Redraws made during that
                           Collection Period;

                  (iv)     the Bank Bill Rate for the relevant period (which
                           shall be calculated and notified on that Payment
                           Date);

                  (v)      the amount of Interest payable on each Note on that
                           Payment Date (if any);

                  (vi)     the amount of the Principal Payment to be made on
                           each Note on that Payment Date;

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                  (vii)    Expenses for that Collection Period;

                  (viii)   the Principal Amount of each Note as at the first day
                           of the next Interest Period for that Note (after
                           deducting any Principal Payment due to be made in
                           respect of each Note on that Payment Date);

                  (ix)     the amount of the Approved Seller's Fee for that
                           Collection Period;

                  (x)      in the case of the first Payment Date, the Interest
                           Adjustment payable to the Approved Seller;

                  (xi)     the Class A2 A$ Interest Amount and the Class B1 A$
                           Interest Amount for that Payment Date;

                  (xii)    each Class A2 A$ Equivalent amount and each Class B1
                           A$ Equivalent amount required to be calculated under
                           this Series Notice;

                  (xiii)   in relation to the aggregate of all Liquidation
                           Losses arising during that Collection Period:

                           (A)      the amount of those Liquidation Losses which
                                    is attributable to interest, fees and
                                    expenses in relation to the relevant
                                    Purchased Loans; and

                           (B)      the amount of those Liquidation Losses which
                                    is attributable to principal in relation to
                                    the relevant Purchased Loans (PRINCIPAL
                                    LOSS),

                           on the basis that all Liquidation Proceeds actually
                           received by or on behalf of the Trustee in relation
                           to a Purchased Loan are applied first against
                           interest, fees and other Enforcement Expenses (other
                           than Property Restoration Expenses) relating to that
                           Purchased Loan, and then against the principal and
                           Property Restoration Expenses relating to that
                           Purchased Loan;

                  (xiv)    the Charge-offs and Carryover Charge-offs (if any) on
                           that Payment Date;

                  (xv)     the Recovery Amount (if any) for that Payment Date;
                           and

                  (xvi)    all other calculations necessary to make allocations
                           and distributions under this clause 6.

         (b)      The Trust Manager must:

                  (i)      notify the Trustee of each of the amounts calculated
                           by it in paragraph (a); and

                  (ii)     notify the Trustee, the Note Trustee, each Paying
                           Agent, the Calculation Agent and each Currency Swap
                           Provider by not later than (or as soon as practicable
                           after) the date which is 4 Business Days before the
                           relevant Payment Date of each determination with
                           respect to the US$ Notes of the Principal Payment and
                           Principal Amount in respect of that Payment Date and
                           cause details of each of those determinations to be
                           published in accordance with the relevant Condition
                           12. If no Principal Payment is due to be made on the
                           Class A2 Notes or the Class B1 Notes on any Payment
                           Date a notice to this effect will be given to the
                           Class A2 Noteholders or Class B1 Noteholders (as the
                           case may be) in accordance with the relevant
                           Condition 12.


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         (c)      The Trust Manager must instruct the Trustee in writing on or
                  before the date which is 4 Business Days before the relevant
                  Payment Date as to the payments to be made by the Trustee on
                  the Payment Date.


6.3      REDRAWS

         If an Obligor makes Additional Repayments in relation to a Loan held by
         the Trustee then the Trustee must provide a Redraw to the Obligor upon
         being so directed by the Trust Manager in its absolute discretion and
         subject to the Trust Manager certifying to the Trustee that:

         (a)      the Redraw to be provided to the Obligor together with the
                  current Unpaid Balance of the Loan will not exceed the
                  scheduled balance of the Loan;

         (b)      after allowing for all payments which the Trustee is then
                  required to make or which the Trust Manager reasonably expects
                  that the Trustee will be required to make, there is or will be
                  sufficient cash in the Assets of the Trust (whether as a
                  result of the issue of Class A1 Notes or otherwise) for the
                  Trustee to provide that Redraw; and

         (c)      the Loan is not in Arrears at the time of the request for the
                  Redraw by the Obligor.


6.4      LIQUID AUTHORISED INVESTMENTS

         (a)      The Trust Manager shall make such directions to the Trustee,
                  and the Trustee must comply with those directions, required to
                  ensure that, subject to paragraph (b), the value of the Liquid
                  Authorised Investments shall not at any time be less than the
                  Prescribed Minimum Level at that time.

         (b)      The Trust Manager must direct the Trustee, and the Trustee
                  must, at the direction of the Trust Manager, apply all or part
                  of the Liquid Authorised Investments towards payment of the
                  Shortfall in the amounts referred to in clauses 6.5(a)(i) to
                  6.5(a)(vi) (inclusive) as provided in clause 6.5(d).


6.5      INTEREST AND OTHER PAYMENTS

         (a)      On each Payment Date, the Trustee shall, prior to the
                  enforcement of the Security Trust Deed (in accordance with the
                  written direction provided to it by the Trust Manager on or
                  before the date which is 4 Business Days before the Payment
                  Date), out of the Income for the Collection Period immediately
                  before that Payment Date (and out of the proceeds of disposal
                  of any Liquid Authorised Investments and/or out of Mortgage
                  Principal Repayments as provided for in paragraph (d)) make
                  the following payments or retain moneys in the following order
                  of priority.

                  (I)      FIRST - an amount equal to any Interest Adjustment
                           required to be paid to the Approved Seller and then
                           outstanding (the Trustee acknowledges and agrees that
                           it has no entitlement to the moneys comprising the
                           Interest Adjustment).

                  (II)     SECOND - payment of any Taxes payable in relation to
                           the Trust (not including any GST covered in paragraph
                           (f) or paragraph (g)).

                  (III)    THIRD - subject to sub-paragraph (a)(ii) and
                           paragraph (c), payment (in the following order of
                           priority) of:


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                           (A)      pari passu and rateably, as between
                                    themselves, payments of:

                                    (1)       the Trustee's Fee for the
                                              Collection Period (as adjusted in
                                              accordance with paragraph (g));
                                              and

                                    (2)       any fees payable to the Note
                                              Trustee under the Transaction
                                              Documents for the Collection
                                              Period;

                           (B)      pari passu and rateably, as between
                                    themselves, payments of:

                                    (1)       any fees payable, pari passu and
                                              rateably, to the Paying Agents
                                              under the Transaction Documents
                                              for the Collection Period;

                                    (2)       any fees payable to the
                                              Calculation Agent under the
                                              Transaction Documents for the
                                              Collection Period; and

                                    (3)       any fees payable to the Note
                                              Registrar under the Transaction
                                              Documents for the Collection
                                              Period;

                           (C)      the Expenses (other than the Trustee's Fee,
                                    any fees payable to the Note Trustee, the
                                    Paying Agents, the Calculation Agent or the
                                    Note Registrar, the Trust Manager's Fee and
                                    the Servicer's Fee) in relation to the
                                    Collection Period;

                           (D)      the Expenses (other than the Trustee's Fee,
                                    any fees payable to the Note Trustee, the
                                    Paying Agents, the Calculation Agent or the
                                    Note Registrar, the Trust Manager's Fee and
                                    the Servicer's Fee) which the Trust Manager
                                    or the Trustee reasonably anticipates will
                                    be incurred prior to the next Payment Date;
                                    and

                           (E)      the Expenses (other than the Trustee's Fee,
                                    any fees payable to the Note Trustee, the
                                    Paying Agents, the Calculation Agent or the
                                    Note Registrar, the Trust Manager's Fee and
                                    the Servicer's Fee) not covered by
                                    sub-paragraphs (C) or (D) which have already
                                    been incurred prior to the Payment Date but
                                    which have not previously been paid or
                                    reimbursed.

                  (IV)     FOURTH - payment, pari passu and rateably, to:

                           (A)      the Trust Manager of the Trust Manager's Fee
                                    for the Collection Period; and

                           (B)      the Servicer of the Servicer's Fee for the
                                    Collection Period.

                  (V)      FIFTH - pari passu and rateably as between
                           themselves:

                           (A)      payment to the Interest Rate Swap Provider
                                    of any amounts payable under the Interest
                                    Rate Swap other than any Break Costs in
                                    respect of the termination of the Interest
                                    Rate Swap;

                           (B)      payment of any Interest for the Interest
                                    Period for the Class A1 Notes ending on that
                                    Payment Date to the Class A1 Noteholders;

                           (C)      (1)     prior to the termination of the
                                            Class A2 Currency Swap, payment to
                                            the Class A2 Currency Swap Provider
                                            of the Class A2 A$

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                                            Interest Amount for that Payment
                                            Date (and the reciprocal payment by
                                            the Class A2 Currency Swap Provider
                                            is thereafter to be applied in
                                            accordance with clause 6.9(a)(i)
                                            towards payment of Interest on the
                                            Class A2 Notes); and

                                    (2)     after the termination of the Class
                                            A2 Currency Swap, to the Note
                                            Trustee for application in
                                            accordance with clause 6.8(a) of the
                                            A$ amount that the Trust Manager
                                            determines in good faith needs to be
                                            applied on that Payment Date in
                                            order to enable the Trustee to meet
                                            its obligations to pay Interest on
                                            the Class A2 Notes on that Payment
                                            Date;

                           (D)      payment to the Class A2 Currency Swap
                                    Provider of any Break Costs payable by the
                                    Trustee under the Class A2 Currency Swap
                                    other than in respect of the termination of
                                    the Class A2 Currency Swap where the Class
                                    A2 Currency Swap Provider is the Defaulting
                                    Party.

                  (VI)     SIXTH - pari passu and rateably based on the amount
                           owing as between themselves:

                           (A)      payment of any Interest for the Interest
                                    Period for the Class B2 Notes ending on that
                                    Payment Date to the Class B2 Noteholders,
                                    together with any unpaid Interest for
                                    previous Interest Periods;

                           (B)      (1)     prior to the termination of the
                                            Class B1 Currency Swap, payment to
                                            the Class B1 Currency Swap Provider
                                            of the Class B1 A$ Interest Amount
                                            for that Payment Date (and the
                                            reciprocal payment by the Class B1
                                            Currency Swap Provider is thereafter
                                            to be applied in accordance with
                                            clause 6.9(a)(iii) towards payment
                                            of Interest on the Class B1 Notes);
                                            and

                                    (2)     after the termination of the Class
                                            B1 Currency Swap, to the Note
                                            Trustee for application in
                                            accordance with clause 6.8(a) of the
                                            A$ amount that the Trust Manager
                                            determines in good faith needs to be
                                            applied on that Payment Date in
                                            order to enable the Trustee to meet
                                            its obligations to pay Interest on
                                            the Class B1 Notes on that Payment
                                            Date; and

                           (C)      payment to the Class B1 Currency Swap
                                    Provider of any Break Costs payable under
                                    the Class B1 Currency Swap other than in
                                    respect of the termination of the Class B1
                                    Currency Swap where the Class B1 Currency
                                    Swap Provider is the Defaulting Party.

                  (VII)    SEVENTH - to be applied by the Trustee as Mortgage
                           Principal Repayments received by the Trustee during
                           the corresponding Collection Period, of an amount
                           equal to the aggregate of all amounts previously
                           applied under clause 6.6(a)(i)(A), to the extent not
                           previously so replenished under this clause
                           6.5(a)(vii).

                  (VIII)   EIGHTH - in reducing the Aggregate Principal Loss
                           Amount for the corresponding Collection Period until
                           the Aggregate Principal Loss Amount is reduced to
                           zero.

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                  (IX)     NINTH - in reducing any Carryover Charge-offs that
                           have not been reduced prior to that Payment Date
                           until the Carryover Charge-offs are reduced to zero.

                  (X)      TENTH - in payment, pari passu and rateably, of any
                           Break Costs payable to:

                           (A)      the Interest Rate Swap Provider in respect
                                    of the termination of the Interest Rate
                                    Swap; and

                           (B)      a Currency Swap Provider in respect of the
                                    termination of a Currency Swap where the
                                    Currency Swap Provider is the Defaulting
                                    Party.

                  (XI)     ELEVENTH - in payment of the Approved Seller's Fee.

                  (XII)    TWELFTH - subject to clause 15.1(d), in payment of
                           the balance, by way of a distribution of the income
                           of the Trust, to the Residual Income Beneficiaries in
                           proportion to their respective Income Percentages.

                  The obligation of the Trustee to make any payment under each
                  of the above paragraphs of this clause 6.5(a) is limited in
                  each case to the Income, Liquid Authorised Investments and
                  Mortgage Principal Repayments or (as the case may be) to the
                  balance of the Income, Liquid Authorised Investments and
                  Mortgage Principal Repayments available after payment in
                  accordance with the preceding paragraph or paragraphs (if
                  any).

         (b)      In the event that for any reason whatsoever the Trustee does
                  not have sufficient cash to make all of the payments as
                  provided in paragraphs (a) and (d) then the amount available
                  to be paid shall be distributed in the order of priority of
                  distribution as referred to in paragraph (a), and:

                  (i)      in the case of the payment of Interest to Class A1
                           Noteholders or Class A2 Noteholders under paragraph
                           (a)(v), the proportion of any amount available to be
                           paid to each Noteholder of such Class shall be the
                           proportion which the Principal Amount of the Notes of
                           that Class held by that Noteholder bears to the Total
                           Principal Amount of all Notes of that Class; and

                  (ii)     in the case of the payment of Interest to Class B1
                           Noteholders or Class B2 Noteholders under paragraph
                           (a)(vi), the proportion of any amount available to be
                           paid to each Noteholder of such Class shall be the
                           proportion which the Principal Amount of that Class
                           held by that Noteholder bears to the Total Principal
                           Amount of all Notes of that Class.

         (c)      In the event that:

                  (i)      the Trustee receives a payment under clause
                           6.5(a)(iii) or 6.5(d) for Expenses which the Trustee
                           reasonably anticipates will be incurred prior to the
                           next Payment Date; and

                  (ii)     all or any part of such Expenses are not actually
                           incurred prior to that next Payment Date,

                  then the following provisions shall apply:

                  (iii)    the Trustee shall repay into the Assets of the Trust
                           on that next Payment Date such excess amount which
                           was not actually incurred; or

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                  (iv)     if the Trustee fails to repay the amount in
                           accordance with sub-paragraph (c)(iii), then such
                           amount shall be set-off against the amount which
                           would otherwise be payable under clause 6.5(a)(iii)
                           to the Trustee with respect to such Expenses on that
                           next Payment Date.

         (d)      If, during any Financial Year, the Income accrued for a
                  Collection Period to be applied on the corresponding Payment
                  Date is less than the aggregate of the amounts payable by the
                  Trustee under clauses 6.5(a)(i) to 6.5(a)(vi) (inclusive) on
                  that Payment Date (the SHORTFALL), then the Trustee shall (at
                  the direction of the Trust Manager) apply:

                  (i)      first, Liquid Authorised Investments; and

                  (ii)     second, to the extent the Liquid Authorised
                           Investments are insufficient to cover the Shortfall
                           in full, Mortgage Principal Repayments,

                  in payment of those amounts in the order of priority set out
                  in clause 6.5(a), to the extent available to do so.

         (e)      If the Approved Seller's Fee is not paid in full on a relevant
                  Payment Date, then the unpaid balance shall bear interest at a
                  rate determined by the Trust Manager and advised to the
                  Trustee from time to time, such interest to be calculated on a
                  daily balance from the due date up to and including the date
                  of actual payment.

         (f)      Any GST which applies or may apply in respect of any services
                  provided pursuant to this Series Notice or the other
                  Transaction Documents by the Trust Manager in relation to the
                  Trust will be paid by the Trust Manager from the Trust
                  Manager's Fee or from the Trust Manager's own resources.

         (g)      In relation to any supply by the Trustee under the Transaction
                  Documents of goods or services in relation to the Trust, the
                  fee payable will be adjusted to take into account any change
                  after 1 July 2000 in the rate of GST payable pursuant to the A
                  New Tax System (Goods and Services Tax Imposition - General)
                  Act 1999.

         (h)      Interest to which any Noteholder may be entitled in respect of
                  a Note for an Interest Period shall only fall due for payment
                  by the Trustee to the Noteholder upon the applicable Payment
                  Date.

6.6      REPAYMENTS OF PRINCIPAL AMOUNT AND REDEMPTION OF NOTES

         (a)      (i)      All Mortgage Principal Repayments which are received
                           by the Trustee in each Collection Period, except to
                           the extent the Trust Manager directs the Trustee in
                           writing that such moneys be applied or retained for
                           Liquidity Purposes in accordance with the provisions
                           of this Series Notice and (subject to clause
                           6.6(a)(ii)) any Liquid Authorised Investments and the
                           Recovery Amount for the corresponding Payment Date
                           must, prior to the enforcement of the Security Trust
                           Deed, be deposited or paid by the Trustee (at the
                           direction of the Trust Manager, such direction to be
                           given on or before the date which is 4 Business Days
                           before the relevant Payment Date) on the
                           corresponding Payment Date in the following order of
                           priority.

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                           (A)      FIRST - in accordance with clause 6.5(d).

                           (B)      SECOND - to replenish Liquid Authorised
                                    Investments until the value of the Liquid
                                    Authorised Investments equals the Prescribed
                                    Minimum Level.

                           (C)      THIRD - to Class A1 Noteholders (in the
                                    proportion as specified in sub-paragraph
                                    (iii)) in payment of the Principal Amount of
                                    the Class A1 Notes until such time as all
                                    Class A1 Notes have been redeemed in full.

                           (D)      FOURTH -

                                    (1)       if the Threshold Requirements are
                                              satisfied on that Payment Date, in
                                              accordance with clause 6.6(h); or


                                    (2)       if the Threshold Requirements are
                                              not satisfied on that Payment
                                              Date, in accordance with clause
                                              6.6(i).

                           (E)      FIFTH - subject to clauses 10.2(c) and
                                    15.1(d), in payment of the balance, by way
                                    of a distribution of the capital of the
                                    Trust, to the Residual Income Beneficiaries
                                    in proportion to their respective Income
                                    Percentages.

                           The obligation of the Trustee to make any deposit or
                           payment under each of the above paragraphs of clause
                           6.6(a)(i) is limited in each case to the Mortgage
                           Principal Repayments, (subject to clause 6.6(a)(ii))
                           Liquid Authorised Investments and the Recovery Amount
                           or (as the case may be) to the balance of the
                           Mortgage Principal Repayments, (subject to clause
                           6.6(a)(ii)) Liquid Authorised Investments and the
                           Recovery Amount available after deposit or payment in
                           accordance with the preceding paragraph or paragraphs
                           (if any).

                  (ii)     The Trust Manager must not direct the Trustee to, and
                           the Trustee must not, deposit or pay any Liquid
                           Authorised Investments under clause 6.6(a)(i)(C),
                           6.6(a)(i)(D) or 6.6(a)(i)(E) where such deposit or
                           payment would result in the value of the Liquid
                           Authorised Investments being less than the Prescribed
                           Minimum Level.

                  (iii)    The proportion of any amount available to be paid to
                           any Noteholder as contemplated in clause 6.6 in
                           respect of any Class of Notes will be the proportion
                           which the Principal Amount of the Note in respect of
                           that Class of Notes held by that Noteholder bears to
                           the Total Principal Amount of all Notes in respect of
                           that Class of Notes.

         (b)      On any Payment Date when the Total Principal Amount of all
                  Notes does not exceed 10% of the Initial Principal Amount of
                  all Notes the Trustee must, if so directed in writing by the
                  Trust Manager on or before the date which is 4 Business Days
                  before that Payment Date, repay the whole of the Principal
                  Amount of all Notes together with any outstanding Interest in
                  relation to those Notes subject to the following conditions:

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                  (i)      the Trust Manager having provided to:

                           (A)      each relevant Noteholder, the Note Trustee
                                    and the Trustee, 30 days prior notice; and

                           (B)      each Designated Rating Agency, 30 days prior
                                    written notice,

                           of the Trust Manager's intention to direct the
                           Trustee to redeem the relevant Notes under this
                           paragraph;

                  (ii)     the Trustee having sufficient cash to make such
                           repayment (upon which the Trustee may rely
                           conclusively on a certification from the Trust
                           Manager);

                  (iii)    the Trustee retaining such amount as the Trust
                           Manager or the Trustee reasonably determines will be
                           necessary to satisfy any outstanding or anticipated
                           Expenses or payment to any Swap Provider under a
                           Hedge Agreement; and

                  (iv)     the repayment being made in the order of priority set
                           out in clause 6.6(a).

         (c)      On any Payment Date on or after a Step-Up Margin Date the
                  Trustee must, if so directed by the Trust Manager on or before
                  the date which is 4 Business Days before that Payment Date,
                  repay the whole of the Principal Amount of any Class of Notes
                  together with any outstanding Interest in relation to those
                  Notes subject to the following conditions:

                  (i)      the Trust Manager having provided to:

                           (A)      each relevant Noteholder, the Note Trustee
                                    and the Trustee, 30 days prior notice; and

                           (B)      each Designated Rating Agency, 30 days prior
                                    written notice,

                           of the Trust Manager's intention to direct the
                           Trustee to redeem the relevant Notes under this
                           paragraph;

                  (ii)     the Trust Manager receiving from each Designated
                           Rating Agency written confirmation that the repayment
                           will not result in a downgrade or withdrawal of the
                           rating of any other Notes;

                  (iii)    the Trustee having sufficient cash to make such
                           repayment (upon which the Trustee may rely
                           conclusively on a certification from the Trust
                           Manager);

                  (iv)     the Trustee retaining such amount as the Trust
                           Manager or the Trustee reasonably determines will be
                           necessary to satisfy any outstanding or anticipated
                           Expenses, payment to any Noteholder in respect of a
                           Note (other than a Note in respect of which the
                           Principal Amount and Interest are to be so repaid) or
                           payment to any Swap Provider under a Hedge Agreement;
                           and

                  (v)      the repayment being made in the order of priority set
                           out in clause 6.6(a).

                  The Trust Manager may give a direction described in paragraph
                  (c) in respect of any one Class of Notes, with a particular
                  Step-Up Margin Date notwithstanding that it has not given a
                  similar direction in relation to any other Class with the same
                  Step-Up Margin Date, provided that in no circumstance may the
                  Trust Manager give a direction described in paragraph (c) in
                  relation to Class B Noteholders unless:

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                  (1)     there are at that time no Class A Notes outstanding;
                          or

                  (2)     the Trust Manager at the same time gives or has given
                          a direction described in paragraph (c) in relation to
                          all Class A Notes then outstanding.

         (d)      If the Trust Manager satisfies the Trustee and the Note
                  Trustee immediately prior to giving the notice referred to
                  below that:

                  (i)      on the next Payment Date the Trustee or a Paying
                           Agent would be required to deduct or withhold from
                           any payment:

                           (A)      of principal or interest in respect of the
                                    Notes; or

                           (B)      to a Currency Swap Provider under a Currency
                                    Swap,

                           any amount for or on account of any present or future
                           taxes, duties, assessments or governmental charges of
                           whatever nature imposed, levied, collected, withheld
                           or assessed by any Government Agency; or

                  (ii)     a Government Agency requires the deduction or
                           withholding from any payment by an Obligor in respect
                           of a Purchased Loan of any amount for or on account
                           of any taxes, duties, assessments or governmental
                           charges of whatever nature imposed, levied,
                           collected, withheld or assessed by that Government
                           Agency,

                  the Trustee must, when so directed by Noteholders representing
                  at least 75% of the Principal Amount of the Notes (provided
                  that the Trustee will be in a position on the next Payment
                  Date to discharge (and the Trust Manager will so certify to
                  the Trustee and the Note Trustee) all its liabilities in
                  respect of the Notes (at their relevant Principal Amount) and
                  any amounts which would be required under the Security Trust
                  Deed to be paid in priority or pari passu with the Notes if
                  the security for the Notes were being enforced), having given
                  not more than 60 nor less than 45 days notice to the
                  Noteholders, redeem all, but not some only, of the Notes at
                  their relevant Principal Amount together with accrued interest
                  to (but excluding) the date of redemption on the next Payment
                  Date, provided that the redemption is made in the order of
                  priority set out in paragraph (a).

         (e)      If the Trust Manager satisfies the Trustee and the Note
                  Trustee immediately prior to giving the notice referred to
                  below that on the next Payment Date a Currency Swap Provider
                  would be required to deduct or withhold from any payment under
                  a Currency Swap any amount for or on account of any present or
                  future taxes, duties, assessments or governmental charges of
                  whatever nature imposed, levied, collected, withheld or
                  assessed by any Government Agency, the Trustee must, when so
                  directed by the Trust Manager (in its sole discretion)
                  (provided that the Trustee will be in a position on such
                  Payment Date to discharge (and the Trust Manager will so
                  certify to the Trustee and the Note Trustee) all its
                  liabilities in respect of the Notes (at their relevant
                  Principal Amount) and any amounts which would be required
                  under the Security Trust Deed to be paid in priority or pari
                  passu with the Notes if the security for the Notes were being
                  enforced), having given not more than 60 nor less than 45 days
                  notice to the Noteholders, redeem all, but not some only, of
                  the Notes at their relevant Principal Amount together with
                  accrued interest to (but

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                  excluding) the date of redemption on the next Payment Date,
                  provided that the redemption is made in the order of priority
                  set out in paragraph (a).

         (f)      A Noteholder shall not be entitled to receive any amounts
                  other than:

                  (i)      the Interest payable on, and

                  (ii)     the Principal Amount of,

                  Notes held by that Noteholder.

         (g)      The Trustee may not recover any Beneficiary Distribution from
                  a Beneficiary once it is paid to that Beneficiary except where
                  there has been an error in the relevant calculation of the
                  Beneficiary Distribution.

         (h)      If, on a Payment Date, the Trust Manager directs the Trustee
                  that the Threshold Requirements are satisfied, amounts applied
                  under clause 6.6(a)(i)(D)(1) must be deposited or paid, pari
                  passu and rateably:

                  (i)      (A)      prior to the termination of the Class A2
                                    Currency Swap, to the Class A2 Currency Swap
                                    Provider of the Class A2 A$ Equivalent of
                                    the Principal Amount of the Class A2 Notes
                                    on that Payment Date (and the reciprocal
                                    payment by the Class A2 Currency Swap
                                    Provider is thereafter to be applied in
                                    accordance with clause 6.9(a)(ii) towards
                                    payment of the Principal Amount of the Class
                                    A2 Notes (in the proportion as specified in
                                    clause 6.6(a)(iii)) until such time as all
                                    Class A2 Notes have been redeemed in full;
                                    and

                           (B)      after the termination of the Class A2
                                    Currency Swap, to the Note Trustee for
                                    application in accordance with clause 6.8(a)
                                    of the Class A2 A$ Equivalent of the
                                    Principal Amount of the Class A2 Notes on
                                    that Payment Date until such time as all
                                    Class A2 Notes have been redeemed in full;

                  (ii)     (A)      prior to the termination of the Class B1
                                    Currency Swap, to the Class B1 Currency Swap
                                    Provider of the Class B1 A$ Equivalent of
                                    the Principal Amount of the Class B1 Notes
                                    on that Payment Date (and the reciprocal
                                    payment by the Class B1 Currency Swap
                                    Provider is thereafter to be applied in
                                    accordance with clause 6.9(a)(iv) towards
                                    payment of the Principal Amount of the Class
                                    B1 Notes (in the proportion as specified in
                                    clause 6.6(a)(iii)) until such time as all
                                    Class B1 Notes have been redeemed in full;
                                    and

                           (B)      after the termination of the Class B1
                                    Currency Swap, to the Note Trustee for
                                    application in accordance with clause 6.8(a)
                                    of the Class B1 A$ Equivalent of the
                                    Principal Amount of the Class B1 Notes on
                                    that Payment Date until such time as all
                                    Class B1 Notes have been redeemed in full;
                                    and

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                  (iii)    to Class B2 Noteholders (in the proportion as
                           specified in clause 6.6(a)(iii)) in payment of the
                           Principal Amount of the Class B2 Notes until such
                           time as all Class B2 Notes have been redeemed in
                           full,

                  provided that each such amount specified in this clause 6.6(h)
                  shall only be paid or deposited to the extent that such
                  payment or deposit will not result in a breach of the
                  Threshold Requirements.

         (i)      If, on a Payment Date, the Trust Manager directs the Trustee
                  that the Threshold Requirements are not satisfied, amounts
                  applied under clause 6.6(a)(i)(D)(2) must be deposited or paid
                  in the following order of priority:

                  (i)      first:

                           (A)      prior to the termination of the Class A2
                                    Currency Swap, to the Class A2 Currency Swap
                                    Provider of the Class A2 A$ Equivalent of
                                    the Principal Amount of the Class A2 Notes
                                    on that Payment Date (and the reciprocal
                                    payment by the Class A2 Currency Swap
                                    Provider is thereafter to be applied in
                                    accordance with clause 6.9(a)(ii) towards
                                    payment of the Principal Amount of the Class
                                    A2 Notes (in the proportion as specified in
                                    clause 6.6(a)(iii)); and

                           (B)      after the termination of the Class A2
                                    Currency Swap, to the Note Trustee for
                                    application in accordance with clause 6.8(a)
                                    of the Class A2 A$ Equivalent of the
                                    Principal Amount of the Class A2 Notes on
                                    that Payment Date,

                           and, in each case, until such time as the Class A2
                           Notes have been redeemed in full; and

                  (ii)     second, pari passu and rateably:

                           (A)      (1)       prior to the termination of the
                                              Class B1 Currency Swap, to the
                                              Class B1 Currency Swap Provider of
                                              the Class B1 A$ Equivalent of the
                                              Principal Amount of the Class B1
                                              Notes on that Payment Date (and
                                              the reciprocal payment by the
                                              Class B1 Currency Swap Provider is
                                              thereafter to be applied in
                                              accordance with clause 6.9(a)(iv)
                                              towards payment of the Principal
                                              Amount of the Class B1 Notes (in
                                              the proportion as specified in
                                              clause 6.6(a)(iii)); and

                                    (2)       after the termination of the Class
                                              B1 Currency Swap, to the Note
                                              Trustee for application in
                                              accordance with clause 6.8(a) of
                                              the Class B1 A$ Equivalent of the
                                              Principal Amount of the Class B1
                                              Notes on that Payment Date; and

                           (B)      to Class B2 Noteholders (in the proportion
                                    as specified in clause 6.6(a)(iii)) in
                                    payment of the Principal Amount of the Class
                                    B2 Notes,

                           and, in each case, until such time as the Class B
                           Notes have been redeemed in full.

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6.7      CHARGE-OFFS

         If, on any Payment Date, the Aggregate Principal Loss Amount for the
         corresponding Collection Period exceeds the amount allocated or
         available for allocation on that Payment Date under clause
         6.5(a)(viii), the amount of such excess will be the CHARGE-OFF for that
         Payment Date.

6.8      PAYMENTS INTO US$ ACCOUNT

         (a)      The Note Trustee must, on each Payment Date on which the
                  Trustee pays an amount under clause 6.5(a)(v)(C)(2),
                  6.5(a)(vi)(B)(2), 6.6(h)(i)(B), 6.6(h)(ii)(B), 6.6(i)(i)(B) or
                  6.6(i)(ii)(A)(2) (the AUD US$ AMOUNT), pay into the US$
                  Account or to the Principal Paying Agent under the Agency
                  Agreement, an amount in US$ equal to the AUD US$ Amount at the
                  spot exchange rate in New York City for US$ purchases of
                  Australian dollars on that Payment Date.

         (b)      The Trustee must direct each Currency Swap Provider to pay all
                  amounts denominated in US$ payable to the Trustee by that
                  Currency Swap Provider under the relevant Currency Swap into
                  the US$ Account or to the Principal Paying Agent under the
                  Agency Agreement.

         (c)      If the Trustee, the Trust Manager or the Servicer receives any
                  amount denominated in US$ from a Currency Swap Provider under
                  a Currency Swap or from the Note Trustee under clause 6.8(a)
                  it will promptly pay that amount to the credit of the US$
                  Account.

6.9      PAYMENTS OUT OF US$ ACCOUNT

         (a)      The Trustee must, or must require that the Paying Agents on
                  its behalf, at the direction of the Trust Manager, pay all
                  amounts credited to the US$ Account by each Currency Swap
                  Provider, by the Note Trustee under clause 6.8(a) or under
                  clause 6.8(c) as follows (and in accordance with the Note
                  Trust Deed and the Agency Agreement) (in no order of
                  priority):

                  (i)      as contemplated in clauses 6.5(a)(v)(C)(1) and
                           6.5(a)(v)(C)(2), pari passu in relation to Class A2
                           Notes as payments of Interest on those Class A2
                           Notes;

                  (ii)     as contemplated in clauses 6.6(h)(i)(A),
                           6.6(h)(i)(B), 6.6(i)(i)(A) and 6.6(i)(i)(B), pari
                           passu to Class A2 Noteholders in payment of the
                           Principal Amount of the Class A2 Notes until such
                           time as all Class A2 Notes have been redeemed in
                           full;

                  (iii)    as contemplated in clauses 6.5(a)(vi)(B)(1) and
                           6.5(a)(vi)(B)(2), pari passu in relation to Class B1
                           Notes as payments of Interest on those Class B1
                           Notes;

                  (iv)     as contemplated in clauses 6.6(h)(ii)(A),
                           6.6(h)(ii)(B), 6.6(i)(ii)(A)(1) and 6.6(i)(ii)(A)(2),
                           pari passu to Class B1 Noteholders in payment of the
                           Principal Amount of the Class B1 Notes until such
                           time as all Class B1 Notes have been redeemed in
                           full;

                  (v)      as contemplated in clauses 6.6(b), (c), (d) or (e):

                           (A)      pari passu to Class A2 Noteholders in
                                    relation to Class A2 Notes; and

                           (B)      pari passu to Class B1 Noteholders in
                                    relation to Class B1 Notes,

                           as payment of redemption amounts; and

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                  (vi)     as contemplated in clause 4.4(b)(iii):

                           (A)      pari passu to Class A2 Noteholders in
                                    relation to Class A2 Notes; and (B) pari
                                    passu to Class B1 Noteholders in relation to
                                    Class B1 Notes,

                           as payment of redemption amounts.

6.10     ROUNDING OF AMOUNTS

         In making the calculations required or contemplated by this clause 6,
         the Servicer or the Trust Manager (as the case may be) shall round
         calculations to four decimal places, except that all monetary amounts
         shall be rounded down to the nearest cent or as otherwise required in
         this Series Notice.

6.11     PRESCRIPTION

         Despite any other provision of this Series Notice and the Master Trust
         Deed, Condition 8 of the US$ Notes applies to all amounts payable in
         relation to any US$ Note.

6.12     REPLACEMENT OF CURRENCY SWAPS

         (a)      If a Currency Swap is terminated, the Trustee must, at the
                  direction of the Trust Manager, enter into one or more
                  currency swaps which replace that Currency Swap (in a form
                  reasonably satisfactory to the Trustee) (collectively a
                  REPLACEMENT CURRENCY SWAP) but only on the following
                  conditions:

                  (i)      the Settlement Amount (as defined in the relevant
                           Currency Swap) payable (if any) by the Trustee to the
                           relevant Currency Swap Provider will be paid in full
                           when due in accordance with this Series Notice and
                           the relevant Currency Swap;

                  (ii)     the Designated Rating Agencies confirm that the
                           Replacement Currency Swap will not cause a reduction
                           or withdrawal of the rating of the Class A2 Notes (in
                           the case of a replacement of the Class A2 Currency
                           Swap) or the Class B1 Notes (in the case of a
                           replacement of the Class B1 Currency Swap); and

                  (iii)    the liability of the Trustee under the Replacement
                           Currency Swap is limited to at least the same extent
                           that its liability is limited under the replaced
                           Currency Swap.

         (b)      If the conditions in (a) are satisfied, the Trustee must, at
                  the direction of the Trust Manager, enter into the Replacement
                  Currency Swap and if it does so it must direct the Replacement
                  Currency Swap Provider to pay any upfront premium to enter
                  into the Replacement Currency Swap due to the Trustee directly
                  to the outgoing Currency Swap Provider in satisfaction of and
                  only to the extent of the Trustee's obligation to pay the
                  Settlement Amount (as defined in the relevant Currency Swap)
                  as referred to in (a) and:

                  (i)      to the extent that such premium is not greater than
                           or equal to the Settlement Amount (as defined in the
                           relevant Currency Swap), the balance must be
                           satisfied by the Trustee as a Break Cost payable
                           under clause 6.5(a)(v)(D), 6.5(a)(vi)(C) or
                           6.5(a)(x)(B); or

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                  (ii)     to the extent that such premium is greater than the
                           Settlement Amount (as defined in the relevant
                           Currency Swap), the excess will form part of the
                           Assets of the Trust.

         (c)      If the conditions in (a) are satisfied and the Trustee has
                  entered into the Replacement Currency Swap, the Trustee must
                  direct the outgoing Currency Swap Provider to pay any
                  Settlement Amount (as defined in the relevant Currency Swap)
                  payable by the outgoing Currency Swap Provider to the Trustee
                  on termination of the relevant Currency Swap directly to the
                  Replacement Currency Swap Provider in satisfaction of and only
                  to the extent of any premium payable by the Trustee to enter
                  into the Replacement Currency Swap, in satisfaction of and to
                  the extent of the outgoing Currency Swap Provider's obligation
                  to pay that part of the Settlement Amount (as defined in the
                  relevant Currency Swap) to the Trustee, and:

                  (i)      to the extent that such premium is greater than or
                           equal to the Settlement Amount (as defined in the
                           relevant Currency Swap), the balance must be
                           satisfied by the Trustee as an Expense of the Trust;
                           or

                  (ii)     to the extent that such premium is not greater than
                           the Settlement Amount (as defined in the relevant
                           Currency Swap), the excess will form part of the
                           Assets of the Trust.

6.13     PAYMENT PRIORITIES FOLLOWING ENFORCEMENT OF THE SECURITY TRUST DEED

         Notwithstanding any other provision of this clause 6, following the
         enforcement of the Security Trust Deed pursuant to clause 9.1 of the
         Security Trust Deed, the priority of payments with respect to the Trust
         will be governed by that deed.

7.       MASTER TRUST DEED, INVESTMENT MANAGEMENT AGREEMENT AND REPRESENTATIONS,
         WARRANTIES AND UNDERTAKINGS
--------------------------------------------------------------------------------

7.1      COMPLETION OF DETAILS IN RELATION TO MASTER TRUST DEED

         (a)      (TRUST MANAGER'S FEE) For the purpose of clause 18 of the
                  Master Trust Deed, the fee payable to the Trust Manager in
                  respect of the Trust for each Collection Period will be an
                  amount calculated:

                  (i)      on the aggregate of:

                           (A)      the Principal Amount of all Registered
                                    Notes;

                           (B)      the Class A2 A$ Equivalent of the Principal
                                    Amount of all Class A2 Notes; and

                           (C)      the Class B1 A$ Equivalent of the Principal
                                    Amount of all Class B1 Notes,

                           on the first day of that Collection Period;

                  (ii)     at the rate of 0.055% per annum or as otherwise
                           agreed by the Trust Manager and the Trustee from time
                           to time; and

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                  (iii)    on the actual number of days in the Collection Period
                           divided by 365 days,

                  and shall accrue from day to day.

         (b)      (TRUSTEE'S FEE) For the purpose of clause 22.1 of the Master
                  Trust Deed, the fee payable to the Trustee in respect of the
                  Trust for each Collection Period will be an amount as agreed
                  between the Trustee and the Trust Manager from time to time,
                  subject to clause 6.5(g), which fee shall not include the
                  Trust Manager's Fee or the Approved Seller's Fee.

         (c)      (APPROVED SELLER'S FEE)

                  For the purpose of clause 8.12 of the Master Trust Deed, the
                  fee payable to the Approved Seller in respect of the Trust for
                  each Collection Period will be an amount as agreed between the
                  Approved Seller and the Trust Manager from time to time, which
                  fee may include an entitlement to interest in the event of
                  late payment but which fee shall not include any amount
                  attributable to:

                  (i)      any Taxes;

                  (ii)     any Trustee's Fee;

                  (iii)    any other Expenses (other than the Trust Manager's
                           Fee);

                  (iv)     any payment to the Trust Manager of the Trust
                           Manager's Fee;

                  (v)      any net amounts payable to any Swap Provider as
                           required under any Hedge Agreement;

                  (vi)     any payment of Interest to Noteholders; and

                  (vii)    any amount by way of replenishment of the Assets of
                           the Trust.

         (d)      (SERVICER'S FEE) For the purpose of clause 6.1 of the
                  Investment Management Agreement, the fee payable to the
                  Servicer in respect of the Trust for each Collection Period
                  will be an amount calculated:

                  (i)      on the aggregate of:

                           (A)      the Principal Amount of all Registered
                                    Notes;

                           (B)      the Class A2 A$ Equivalent of the Principal
                                    Amount of all Class A2 Notes; and

                           (C)      the Class B1 A$ Equivalent of the Principal
                                    Amount of all Class B1 Notes,

                           on the first day of that Collection Period;

                  (ii)     at the rate of 0.22% per annum or as otherwise agreed
                           by the Servicer and the Trustee from time to time;
                           and

                  (iii)    on the actual number of days in the Collection Period
                           divided by 365 days, and shall accrue from day to
                           day.

         (e)      (FEE CHANGES TO TAKE ACCOUNT OF GST) Subject to clause 6.5(f),
                  none of the above fees in this clause 7.1 are to be increased
                  by reference to any applicable GST unless:

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                  (i)      the Trustee, the Trust Manager and the recipient of
                           the relevant fee agree (that agreement not to be
                           unreasonably withheld); and

                  (ii)     the increase will not result in the downgrading or
                           withdrawal of the rating assigned to any Notes by any
                           Designated Rating Agency.

7.2      AMENDMENTS TO MASTER TRUST DEED

         The Master Trust Deed is amended for the purpose of the Trust as
follows:

         (a)      CLAUSE 1 - DEFINITIONS AND INTERPRETATION

                  (i)      For the purposes of the definition of AUTHORISED
                           INVESTMENTS in clause 1.1 of the Master Trust Deed:

                           (A)      delete the words "an Approved Bank" in
                                    paragraph (b) and replace it with the words
                                    "a bank rated A-1+ by S&P and P-1 by Moody's
                                    (an AUTHORISED BANK)";

                           (B)      delete the words "Approved Bank" in
                                    paragraph (c) and replace them with the
                                    words "Authorised Bank";

                           (C)      replace the wording in sub-paragraph (i)
                                    before sub-paragraph (i)(A) with "unless
                                    otherwise advised in writing by each
                                    Designated Rating Agency";

                           (D)      replace sub-paragraph (i)(A) and (i)(B) with
                                    a sub-paragraph (i)(A) as follows:

                                    "(A)      each proposed investment falling
                                              within categories (b), (c) and (d)
                                              must have a credit rating issued
                                              by S&P of A-1+ and by Moody's of
                                              P-1 or by S&P of AAA and by
                                              Moody's of Aaa;

                           (E)      re-label sub-paragraph (i)(C) to be (i)(B)
                                    and insert at the end of the sub-paragraph
                                    the words " and by Moody's of Aaa"; and

                           (F)      delete the words in sub-paragraph (ii)(A)
                                    after "it was acquired".

                  (ii)     For the purposes of the definition of EXPENSES in
                           clause 1.1 of the Master Trust Deed:

                           (A)      insert ", DTC" in paragraph (t) after "Stock
                                    Exchange" ;

                           (B)      in paragraph (t), delete the word "and'
                                    after the semi-colon;

                           (C)      replace the comma at the end of paragraph
                                    (u) with "; and"; and

                           (D)      add a new paragraph (v) at the end as
                                    follows:

                                    "(u)      any fees or expenses payable to a
                                              Paying Agent or Calculation
                                              Agent,".

                  (iii)    For the purposes of the definition of INSOLVENCY
                           EVENT in clause 1.1 of the Master Trust Deed, replace
                           "or a Mortgage Insurer" with ", a Mortgage Insurer, a
                           Title Insurer or any other corporation" before "(each
                           a RELEVANT CORPORATION)".

                  (iv)     For the purposes of the definition of RELATED
                           SECURITY in clause 1.1 of the Master Trust Deed:

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                           (A)      re-letter the existing subparagraph (d) as
                                    subparagraph (e); and

                           (B)      insert as a new subparagraph (d) "any Title
                                    Insurance Policy in relation to a Mortgage
                                    securing the loan and any amounts received
                                    by the Trustee (or a Servicer on its behalf)
                                    under any Title Insurance Policy.".

                  (v)      Insert the following new definitions in clause 1.1 of
                           the Master Trust Deed:

                           RESIDUAL INCOME BENEFICIARY means, in relation to a
                           Trust at any time, any person who holds a Residual
                           Income Unit in that Trust at that time.

                           RESIDUAL INCOME UNIT in relation to a Trust, has the
                           meaning given in the Series Notice for that Trust.

                  (vi)     Insert the following definition in clause 1.1 of the
                           Master Trust Deed:

                           TITLE INSURANCE POLICY means any title insurance
                           policy specified as a TITLE INSURANCE POLICY in the
                           Series Notice for that Trust.

                  (vii)    Insert the following definition in clause 1.1 of the
                           Master Trust Deed:

                           TITLE INSURER means any title insurer specified as a
                           TITLE INSURER in the Series Notice for that Trust.

         (b)      CLAUSE 6 - ORIGINATION

                  For the purposes of clause 6(a) of the Master Trust Deed,
                  insert the words "or the Trust Manager" after "Note Issue
                  Direction".

         (c)      CLAUSE 8 - ACQUISITION FROM APPROVED SELLER

                  (i)      The following provisions replace clause 8.1 of the
                           Master Trust Deed.

                           "Where:

                           (a)      a Note Issue Direction directs that the
                                    Trustee issues Notes to fund; or

                           (b)      there is an investment proposal or direction
                                    by the Trust Manager (in accordance with the
                                    Transaction Documents) for,

                           the acquisition of Authorised Investments from an
                           Approved Seller under a Sale Notice under clause 8.3
                           of the Master Trust Deed and the Trustee implements
                           the direction or proposal, the Trustee shall use the
                           proceeds of the relevant issue of Notes for the
                           purpose of the acquisition in accordance with clause
                           8 of the Master Trust Deed."

                  (ii)     For the purposes of clause 8.4(a) of the Master Trust
                           Deed:

                           (A)      delete clause 8.4(a)(i);

                           (B)      insert in clause 8.4(a)(ii) before "the
                                    Trust Manager", the words "(where clause
                                    8.1(a) applies)"; and

                           (C)      each of the following is a condition
                                    precedent to the giving of the Sale Notice:

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                                    (CERTIFIED COPIES) The Trustee has received
                                    certified copies of the forms of each
                                    Mortgage Insurance Policy and Title
                                    Insurance Policy, and the forms of the Loan
                                    Agreements, relating to the Purchased Loans.

                                    (RELEASE) The Trustee has received evidence
                                    that the Purchased Loans and related Loan
                                    Rights will be released from any Security
                                    Interest as of the Closing Date.

                  (iii)    For the purposes of clause 8.7(b) of the Master Trust
                           Deed and clauses 6.6(b) to (d) (inclusive), the
                           following provisions apply:

                           (A)      On the date on which a redemption of Notes
                                    under clause 6.6(b), (c) or (d) is to occur,
                                    the Trust Manager may direct the Trustee to
                                    offer to sell the Loans held by the Trustee
                                    to an Other Trust or any other person in
                                    accordance with the Master Trust Deed and
                                    any relevant Series Notice.

                           (B)      The Trustee as trustee of the Trust will do
                                    all things reasonably necessary to give
                                    effect to the disposal of the Loans held by
                                    the Trustee to that Other Trust or other
                                    person (as the case may be) in accordance
                                    with the Master Trust Deed and any relevant
                                    Series Notice.

                           (C)      In the case of a disposal to an Other Trust,
                                    the Trust Manager may only give the
                                    direction referred to in sub-paragraph
                                    (iii)(A) to the extent that funds are
                                    available to the Other Trust to acquire
                                    those assets.

                  (iv)     For the purposes of clause 8.8 of the Master Trust
                           Deed:

                           (A)      in relation to sub-paragraph (a)(i):

                                    (1)       delete the words "after a Note
                                              Issue Date"; and

                                    (2)       replace the words "corresponding
                                              Note Issue Direction" with
                                              "relevant Sale Notice";

                           (B)      in relation to sub-paragraph (a)(ii):

                                    (1)       delete the words "after the Note
                                              Issue Date" and the words "as soon
                                              as possible";

                                    (2)       insert the words "or Sale Notice"
                                              after "in that Series Notice";

                                    (3)       insert the words "Series Notice
                                              or" before "Sale Notice in respect
                                              of"; and

                                    (4)       replace the words "corresponding
                                              Note Issue Direction" with
                                              "relevant Sale Notice"; and

                           (C)      in relation to paragraph (b):

                                    (1)       delete the words "on or" and
                                              "after a Note Issue Date";

                                    (2)       replace the words "corresponding
                                              Note Issue Direction" with
                                              "relevant Sale Notice"; and

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                                    (3)       replace the words "the Note Issue
                                              Date" with "the relevant Closing
                                              Date" (where it appears twice).

         (d)      CLAUSE 11 - LIMITS ON RIGHTS OF NOTEHOLDERS AND BENEFICIARY

                  For the purposes of clause 11.1 of the Master Trust Deed:

                  (i)      in relation to paragraph (h), insert ", Security
                           Trustee" after "Trustee";

                  (ii)     in relation to paragraph (k), insert "or an Approved
                           Seller" after "Trust Manager";

                  (iii)    replace paragraph (l) with the following:

                           "(l)     (TAKE PROCEEDINGS) take any proceedings of
                                    any nature whatsoever in any court or
                                    otherwise or to obtain any remedy of any
                                    nature (including against the Trustee, the
                                    Trust Manager, the Security Trustee or the
                                    Servicer or any former Trustee, Trust
                                    Manager, Security Trustee or Servicer or in
                                    respect of any Trust or any Asset of any
                                    Trust) provided that it shall be entitled to
                                    compel the Trustee, the Trust Manager, the
                                    Security Trustee and the Servicer to comply
                                    with their respective duties and obligations
                                    under the Transaction Documents"; and

                  (iv)     replace paragraph (m) with the following:

                           "(m)     (RECOURSE TO PERSONAL ASSETS) any recourse
                                    whatsoever to the Trustee, the Security
                                    Trustee or the Trust Manager in their
                                    personal capacity, except to the extent of
                                    any fraud, negligence or wilful default on
                                    the part of the Trustee or the Trust Manager
                                    or as provided in the relevant Transaction
                                    Documents in relation to the Security
                                    Trustee."

         (e)      CLAUSE 12 - PROCEDURE FOR ISSUE OF NOTES

                  (i)      For the purposes of clause 12.1 of the Master Trust
                           Deed, the Note Issue Direction for the Notes may be
                           issued by the Trust Manager on or at any time prior
                           to the Note Issue Date for the Notes.

                  (ii)     For the purposes of clause 12.6(a) of the Master
                           Trust Deed, the certification by the Trust Manager
                           may occur on or at any time prior to the Note Issue
                           Date for the Notes.

         (f)      CLAUSE 13 - TRANSFERS OF NOTES

                  The following provisions replace clause 13.3 of the Master
                  Trust Deed:

                  "(a)     Notes can only be transferred if:

                           (i)      the amount payable on acceptance of the
                                    offer by the transferee is a minimum amount
                                    of A$500,000 (disregarding any amount
                                    payable to the extent to which it is to be
                                    paid out of money lent by the person
                                    offering the Notes or an associate (as
                                    defined in Division 2 of Part 1.2 of the
                                    Corporations Act)); or

                           (ii)     the offer or invitation to the transferee by
                                    the Noteholder in relation to such Notes
                                    does not otherwise require disclosure under
                                    Part 6D.2 of the

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                                    Corporations Act and the Corporations
                                    Regulations made under the Corporations Act.

                  (b)      Prior to purchasing any Notes, purchasers should
                           consult counsel with respect to the availability and
                           conditions of exemption from the restriction on
                           resale or transfer.".

         (g)      CLAUSE 15 - THE REGISTER

                  (i)      For the purposes of clause 15.3(a) of the Master
                           Trust Deed, the Trustee and the Trust Manager agree
                           that the Register with respect to the Trust may be
                           kept at the Trustee's principal office in Sydney.

                  (ii)     For the purposes of clause 15.5 of the Master Trust
                           Deed, the Trustee may:

                           (A)      without prior notice to the Noteholders
                                    close the Register:

                                    (1)       in relation to any Note, each
                                              period from the close of business
                                              (Sydney time) on the date which is
                                              5 Business Days before each
                                              Payment Date for that Note to
                                              close of business on that Payment
                                              Date; or

                                    (2)       when required for the Auditor to
                                              conduct any audit in relation to
                                              the Trust; or

                           (B)      with prior notice to the Registered
                                    Noteholders, close the Register for other
                                    periods not exceeding 30 days (or such other
                                    period of time as agreed between the Trustee
                                    and the Trust Manager, with the approval of
                                    an Extraordinary Resolution of Registered
                                    Noteholders) in aggregate in any calendar
                                    year.

         (h)      CLAUSE 17 - THE TRUST MANAGER

                  Reference in clause 17.20(e) to "the Designated Rating Agency'
                  is amended to be reference to "each Designated Rating Agency".

         (i)      CLAUSE 19 - RETIREMENT, REMOVAL AND REPLACEMENT OF TRUST
                  MANAGER

                  (i)      Each reference in clause 19 to "the Designated Rating
                           Agency", "the Trusts" and "Series Notices" is amended
                           to be a reference to "each Designated Rating Agency",
                           "the Trust" and "Series Notice" respectively.

                  (ii)     Clause 19.3 is amended by adding as a final sentence:
                           "In this clause `materially prejudice' includes
                           withdrawal, qualification or downgrade of the rating
                           assigned to a Note by any Designated Rating Agency".

         (j)      CLAUSE 20 - TRUSTEE'S POWERS

                  For the purposes of clause 20.4 of the Master Trust Deed:

                  (i)      insert "in relation to the Registered Notes," at the
                           beginning of sub-paragraph (b)(iii);

                  (ii)     insert a new sub-paragraph (b)(iv) as follows:

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                           "(iv)    in relation to US$ Notes, to a Paying Agent
                                    (in respect of which the Trustee is not
                                    liable for its acts or omissions)"; and

                  (iii)    replace "or Austraclear" in sub-paragraph (d)(i) with
                           ", Austraclear or a Paying Agent".

         (k)      CLAUSE 23 - REMOVAL, RETIREMENT AND REPLACEMENT OF TRUSTEE

                  Each reference in clause 23 of the Master Trust Deed to "the
                  Designated Rating Agency" is amended to be reference to "each
                  Designated Rating Agency".

         (l)      CLAUSE 26 - BANK ACCOUNTS

                  Clause 26.1(d)(i) of the Master Trust Deed is amended by
                  adding "or P-2 or below by Moody's" after the words "A-1 (S&P)
                  or below".

         (m)      CLAUSE 27 - AUDITOR

                  Each reference in clause 27 to "the Designated Rating Agency"
                  is amended to be reference to "each Designated Rating Agency".

         (n)      CLAUSE 29 - INCOME ENTITLEMENTS AND PAYMENTS

                  For the purposes of the Trust, clause 29 of the Master Trust
                  Deed is deleted and a new clause 29 inserted as follows:

                  "29.     INCOME ENTITLEMENTS AND PAYMENTS

                  29.1     CASHFLOW ALLOCATION METHODOLOGY

                           Collections in relation to a Trust and other amounts
                           credited to the Collection Account for that Trust
                           will be allocated by the Trust Manager on behalf of
                           the Trustee, and paid by the Trustee, as directed by
                           the Trust Manager, in accordance with the Series
                           Notice for that Trust.

                  29.2     INCOME OF THE TRUST

                           For each Financial Year in respect of a Trust the
                           Trust Manager will ascertain the following on behalf
                           of the Trustee:

                           (a)      the net income of that Trust in accordance
                                    with section 95(1) of the Tax Act (the TAX
                                    INCOME); and

                           (b)      the net income of that Trust in accordance
                                    with conventional accounting principles
                                    applicable to the administration of trusts
                                    (the ACCOUNTING INCOME).

                  29.3     INCOME ENTITLEMENT

                           Notwithstanding anything to the contrary contained in
                           this deed:

                           (a)      (PRESENT ENTITLEMENT) the Residual Income
                                    Beneficiaries shall, as at the end of each
                                    Financial Year for that Trust, have an
                                    absolute vested interest in, and be
                                    presently entitled to, the income of that
                                    Trust; and

                           (b)      (APPLICATION OF INCOME) unless the Trust
                                    Manager otherwise determines, having regard
                                    to any relevant taxation or other
                                    implications

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                                    for the Trustee (disregarding for these
                                    purposes any possible operation of clause
                                    29.4) or both for any Financial Year for
                                    that Trust, for the purposes of paying,
                                    applying, distributing, setting aside or
                                    allocating any income for the benefit of
                                    those Residual Income Beneficiaries in
                                    accordance with the terms of this deed in
                                    respect of that Financial Year, the income
                                    that is to be so paid, applied, distributed,
                                    set aside or allocated shall be whichever is
                                    the greater of the Tax Income or the
                                    Accounting Income for that Financial Year.

                  29.4     DISTRIBUTION OF EXCESS TAX INCOME

                           For the avoidance of doubt, in the event that the Tax
                           Income exceeds the Accounting Income for a Trust in
                           any Financial Year for that Trust then,
                           notwithstanding anything to the contrary in this
                           deed, the Trust Manager must direct the Trustee to,
                           and the Trustee must, so far as possible, ensure that
                           such excess is allocated to the Residual Income
                           Beneficiaries of that Trust in proportion to their
                           respective Income Percentages for that Financial Year
                           and shall take such action as is necessary to give
                           effect to this clause.

                  29.5     PAYMENTS TO BENEFICIARIES

                           (a)      (DISTRIBUTABLE INCOME DUE AS AT CLOSE OF
                                    FINANCIAL YEAR) The income of a Trust for a
                                    Financial Year (to the extent not previously
                                    distributed) shall, subject to clause 29.7,
                                    constitute a debt due as at the end of that
                                    Financial Year by the Trustee as trustee of
                                    the Trust to each Residual Income
                                    Beneficiary of that Trust who is entitled to
                                    the income under clause 29.3(a) and shall,
                                    subject to clause 29.7, be payable under
                                    clause 29.5(b).

                           (b)      (PAYMENT) Subject to clause 29.7, the
                                    Trustee may make interim distributions of
                                    the income of a Trust to the relevant
                                    Residual Income Beneficiaries in accordance
                                    with the terms of the Series Notice for that
                                    Trust and shall as soon as practicable after
                                    the end of a Financial Year transfer an
                                    amount representing the income of that Trust
                                    (to the extent not previously distributed)
                                    from the central bank account of that Trust
                                    to the bank accounts of each Residual Income
                                    Beneficiary of that Trust as directed by the
                                    relevant Beneficiary.

                           (c)      (RESIDUAL CAPITAL) On the termination of a
                                    Trust, the surplus capital of that Trust
                                    remaining after satisfaction by the Trustee
                                    of all its obligations in respect of that
                                    Trust shall be paid to the Residual Income
                                    Beneficiaries of that Trust in accordance
                                    with the terms of the Series Notice for that
                                    Trust.

                  29.6     APPLICATION OF TRUST INCOME

                           (a)      If by the last day of any Financial Year for
                                    a Trust (the LAST DAY) the Trustee has not
                                    effectively dealt with the whole of the
                                    income of that Trust for that Financial Year
                                    by paying, applying or distributing it, or
                                    by

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                                    setting it aside, then the income not so
                                    paid, applied, distributed or set aside
                                    shall be deemed to have been irrevocably
                                    applied and set aside on the Last Day by the
                                    Trustee on behalf of, and shall be held by
                                    the Trustee on and from the Last Day upon
                                    trust absolutely for, the Residual Income
                                    Beneficiaries of that Trust in accordance
                                    with their entitlement to income under this
                                    deed (including, for these purposes, the
                                    allocation of excess Tax Income (if any)
                                    pursuant to clause 29.4).

                           (b)      If the Trustee fails to effectively allocate
                                    any excess to a Residual Income Beneficiary
                                    in accordance with clause 29.4, then such
                                    excess shall vest or be deemed to be vested
                                    in that Residual Income Beneficiary.

                           (c)      Unless the Trust Manager otherwise
                                    determines, having regard to any relevant
                                    taxation or other implications for the
                                    Trustee or both for any Financial Year for
                                    that Trust, for the purposes of this clause
                                    29.6 references to income of that Trust for
                                    any Financial Year shall be to the greater
                                    of the Tax Income or the Accounting Income
                                    for that Financial Year.

                  29.7     SUBORDINATION OF RESIDUAL INCOME BENEFICIARIES'
                           ENTITLEMENTS

                           (a)      No moneys may be paid out of a Trust during
                                    a Financial Year to a Residual Income
                                    Beneficiary under clause 29.5, whilst there
                                    is any amount due, but unpaid, which is in
                                    accordance with clause 29.1 to be paid in
                                    priority to those amounts and before the
                                    Trustee is satisfied, after consulting with
                                    the Trust Manager, that sufficient allowance
                                    has been made for those priority amounts in
                                    relation to that Trust, accruing during that
                                    Financial Year. To the extent that there is
                                    an amount payable under clause 29.1 which is
                                    to be paid in priority to the amounts
                                    payable to a Residual Income Beneficiary,
                                    that Residual Income Beneficiary directs the
                                    Trustee to meet the amount payable under
                                    clause 29.1 as an application of that
                                    Residual Income Beneficiary's entitlement to
                                    the income of that Trust.

                          (b)      Notwithstanding paragraph (a) of this clause,
                                   once an amount is paid out of a Trust to a
                                   Residual Income Beneficiary during a
                                   Financial Year, that amount may not be
                                   recovered from that Residual Income
                                   Beneficiary for any reason or by any person
                                   except to the extent that the amount was paid
                                   in error.

                  29.8     INSUFFICIENT MONEYS

                           If after the application of the provisions of clauses
                           29.1 and 29.3 there is insufficient money available
                           to the Trustee in respect of a Trust to pay the full
                           amount due to Noteholders for that Trust, the
                           deficiency shall, subject to the Series Notice for
                           the Notes or any Class of the Notes issued in
                           relation to that Trust, be borne by the Noteholders
                           in the manner set out in the relevant Series Notice.

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                  29.9     TRUST MANAGER TO ENSURE COMPLIANCE BY TRUSTEE

                           Without limiting its other obligations under this
                           deed, the Trust Manager, in exercising its powers and
                           carrying out its duties in accordance with this deed,
                           must, to the extent possible, ensure that the Trustee
                           complies with its obligations under clauses 29.3(b)
                           and 29.4."

         (O)      CLAUSE 32 - TRUSTEE'S AND TRUST MANAGER'S POWERS, LIABILITY
                  AND INDEMNITY GENERALLY

                  (i)      The following provisions replace clause 32.16 of the
                           Master Trust Deed.

                           "(a)     The Trustee enters into the Transaction
                                    Documents and issues the Notes only in its
                                    capacity as trustee of the Trust and in no
                                    other capacity. A liability incurred by the
                                    Trustee acting in its capacity as trustee of
                                    the Trust arising under or in connection
                                    with the Transaction Documents or the Trust
                                    or in respect of the Notes is limited to and
                                    can be enforced against the Trustee only to
                                    the extent to which it can be satisfied out
                                    of the Assets of the Trust out of which the
                                    Trustee is actually indemnified for the
                                    liability. This limitation of the Trustee 's
                                    liability applies despite any other
                                    provision of the Transaction Documents and
                                    extends to all liabilities and obligations
                                    of the Trustee in any way connected with any
                                    representation, warranty, conduct, omission,
                                    agreement or transaction related to the
                                    Transaction Documents or the Trust.

                           (b)      The parties other than the Trustee may not
                                    sue the Trustee in any capacity other than
                                    as trustee of the Trust or seek the
                                    appointment of a receiver (except in
                                    relation to the Assets of the Trust),
                                    liquidator, administrator or similar person
                                    to the Trustee or prove in any liquidation,
                                    administration or arrangements of or
                                    affecting the Trustee (except in relation to
                                    the Assets of the Trust).

                           (c)      The provisions of this clause 32.16 do not
                                    apply to any obligation or liability of the
                                    Trustee 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 Trustee's
                                    indemnification out of the Assets of the
                                    Trust as a result of the Trustee 's fraud,
                                    negligence, or wilful default.

                           (d)      It is acknowledged that the Relevant Parties
                                    are responsible under the Transaction
                                    Documents for performing a variety of
                                    obligations relating to the Trust. No act or
                                    omission of the Trustee (including any
                                    related failure to satisfy its obligations
                                    or breach of representation or warranty
                                    under the Transaction Documents) will be
                                    considered fraud, negligence or wilful
                                    default of the Trustee for the purpose of
                                    paragraph (c) of this clause 32.16 to the
                                    extent to which the act or omission was
                                    caused or contributed to by any failure by
                                    the Relevant Parties (other than a person
                                    whose acts or omissions the Trustee is
                                    liable for in accordance with the
                                    Transaction Documents) to fulfil its
                                    obligations relating to the Trust or by any
                                    other act or omission of the Relevant
                                    Parties (other than a person whose acts or

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                                    omissions the Trustee is liable for in
                                    accordance with the Transaction Documents)
                                    regardless of whether or not that act or
                                    omission is purported to be done on behalf
                                    of the Trustee.

                           (e)      No attorney, agent, receiver or receiver and
                                    manager appointed in accordance with a
                                    Transaction Document has authority to act on
                                    behalf of the Trustee in a way which exposes
                                    the Trustee to any personal liability and no
                                    act or omission of any such person will be
                                    considered fraud, negligence or wilful
                                    default of the Trustee for the purpose of
                                    paragraph (c) of this clause 32.16, provided
                                    (in the case of any person selected and
                                    appointed by the Trustee) that the Trustee
                                    has exercised reasonable care in the
                                    selection of such persons.

                           (f)      The Trustee will not be regarded as
                                    negligent or in breach of trust to the
                                    extent to which it accepts and relies on an
                                    opinion, advice or letter from a
                                    professional adviser (legal, financial,
                                    audit or otherwise) which contains a dollar
                                    amount limitation on that professional
                                    adviser's liability.

                           (g)      In this clause 32.16, RELEVANT PARTY means
                                    each of the Trust Manager, the Servicer, the
                                    Calculation Agent, each Paying Agent, the
                                    Note Trustee and any Support Facility
                                    Provider."

                (ii)       (A)      Subject to sub-paragraph (B), the following
                                    provisions replace clause 32.18 of the
                                    Master Trust Deed.

                                    "(a)      (INDEMNITY FROM THE TRUST) Without
                                              prejudice to the right of
                                              indemnity given by law to
                                              trustees, and without limiting any
                                              other provision of a Transaction
                                              Document, the Trustee will be
                                              indemnified out of the Assets of
                                              the Trust, free of any set off or
                                              counterclaim, against all Penalty
                                              Payments which the Trustee is
                                              required to pay personally or in
                                              its capacity as trustee of the
                                              Trust and arising in connection
                                              with the performance of its duties
                                              or exercise of its powers under
                                              this deed or a Transaction
                                              Document in relation to the Trust.

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

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                                              may in accordance with the
                                              Transaction Documents rely on
                                              others in relation to compliance
                                              with the Consumer Credit
                                              Legislation.

                                    (c)       (OVERRIDING) This clause 32.18
                                              overrides any other provision of
                                              the Master Trust Deed or any
                                              Series Notice.

                                    (d)       (NOMINATED CREDIT PROVIDER)
                                              Subject to the limitation of
                                              indemnity in paragraph (e), in
                                              jurisdictions where a provision
                                              identical to s169A of the Consumer
                                              Credit (Victoria) Code 1996 is not
                                              in operation, for so long as such
                                              a provision is not in operation,
                                              the Trustee, the Trust Manager and
                                              the Servicer agree that:

                                              (A)       the Servicer shall be
                                                        the "nominated credit
                                                        provider" for the
                                                        purposes of regulation
                                                        75 of any Consumer
                                                        Credit Legislation in
                                                        relation to the Trust;
                                                        and

                                              (B)       the Servicer shall not
                                                        cease to be the
                                                        "nominated credit
                                                        provider" until such
                                                        time as:

                                                        (1)       the Servicer
                                                                  is removed
                                                                  from the
                                                                  office of
                                                                  Servicer; and

                                                        (2)       another person
                                                                  (other than
                                                                  the Trustee)
                                                                  becomes the
                                                                  "nominated
                                                                  credit
                                                                  provider" in
                                                                  relation to
                                                                  the Trust.

                                    (e)       (INDEMNITY FROM SERVICER) The
                                              Servicer indemnifies the Trustee
                                              in relation to the Trust, free of
                                              any set off or counterclaim,
                                              against all Penalty Payments which
                                              the Trustee is required to pay
                                              personally or in its capacity as
                                              trustee of the Trust and arising
                                              in connection with the performance
                                              of its duties or exercise of its
                                              powers under this deed in relation
                                              to the Trust, except to the extent
                                              that such Penalty Payments arose
                                              as a result of the fraud,
                                              negligence or wilful default of
                                              the Trustee.

                                    (f)       (ACCEPTABLE INSURANCE POLICY)

                                              (i)       To further and better
                                                        secure the obligations
                                                        of the Servicer under
                                                        this clause 32.18, the
                                                        Servicer shall effect an
                                                        Acceptable Insurance
                                                        Policy.

                                              (ii)      If the Servicer is
                                                        obliged to indemnify the
                                                        Trustee under this
                                                        clause 32.18, the
                                                        Servicer will promptly
                                                        make a claim under the
                                                        Acceptable Insurance
                                                        Policy and do all things
                                                        reasonably required to
                                                        obtain payment of that
                                                        claim.

                                              (iii)     The Servicer shall
                                                        provide the Trustee with
                                                        evidence of the renewal
                                                        of the Acceptable
                                                        Insurance Policy within
                                                        seven days of the date
                                                        of renewal of the
                                                        Acceptable Insurance
                                                        Policy.

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                                              (iv)      Upon the Acceptable
                                                        Insurance Policy lapsing
                                                        or becoming void for any
                                                        reason whatsoever, the
                                                        Servicer shall
                                                        immediately:

                                                        (A) notify the Trustee
                                                            that the Acceptable
                                                            Insurance Policy has
                                                            lapsed or become
                                                            void; and

                                                        (B) effect alternative
                                                            arrangements
                                                            acceptable to the
                                                            Trustee and obtain
                                                            confirmation from
                                                            each Designated
                                                            Rating Agency that
                                                            the rating of the
                                                            Notes rated by it
                                                            will not be
                                                            adversely affected.

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

                                              (h)       (GRANTING INDEMNITY) The
                                                        Trustee agrees that it
                                                        will not grant an
                                                        indemnity to any other
                                                        person within the terms
                                                        of paragraph (iv) of the
                                                        definition of Penalty
                                                        Payment without the
                                                        prior written consent of
                                                        the Servicer."

                                    (B)       The definition of Penalty Payment
                                              in clause 32.18 of the Master
                                              Trust Deed shall apply.

7.3      AMENDMENTS TO INVESTMENT MANAGEMENT AGREEMENT

         The Investment Management Agreement is amended for the purposes of the
         Trust as follows.

         (a)      Interstar Securitisation Management Pty Limited accedes to the
                  Investment Management Agreement and each of the Servicer, the
                  Trustee and Interstar Securitisation Management Pty Limited
                  agree, acknowledge and confirm that:

                  (i)      as trust manager of the Interstar Millennium Series
                           2003-5G Trust, Interstar Securitisation Management
                           Pty Limited will be bound by the duties and
                           obligations imposed on the "Trust Manager" (as that
                           term is defined in the Investment Management
                           Agreement) by the Investment Management Agreement in
                           all respects as if it had originally been named as a
                           party to the Investment Management Agreement as the
                           trust manager; and

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                  (ii)     as trust manager of the Interstar Millennium Series
                           2003-5G Trust, Interstar Securitisation Management
                           Pty Limited shall be entitled to the benefit of any
                           rights or powers conferred on the "Trust Manager" (as
                           that term is defined in the Investment Management
                           Agreement) under the Investment Management Agreement
                           as if it had originally been named a party to the
                           Investment Management Agreement as the trust manager.

         (b)      CLAUSE 1.3 - LIABILITY OF CHARGOR LIMITED TO ITS RIGHT OF
                  INDEMNITY

                  Clause 1.3 of the Investment Management Agreement is deleted
                  and replaced with the following.

                  "(a)     Clause 32 of the Master Trust Deed (as amended by the
                           Notice of Creation of Trust and the Series Notice)
                           applies to the obligations and liabilities of the
                           Trustee and the Trust Manager under this agreement.

                  (b)      Without limiting the generality of clause 1.3(a),
                           clause 32.16 of the Master Trust Deed (as amended by
                           the Notice of Creation of Trust and the Series
                           Notice) is incorporated into this agreement as if set
                           out in full, except that any reference to DEED is
                           replaced by a reference to AGREEMENT and any
                           reference to TRUST refers to each Relevant Trust.

                  (c)      Nothing in this clause 1.3 limits a party in:

                           (i)      obtaining an injunction or other order to
                                    restrain any breach of this agreement by any
                                    party;

                           (ii)     obtaining declaratory relief; or

                           (iii)    in relation to its rights under the Security
                                    Trust Deed.

                  (d)      Except as provided in paragraphs (a) and (b) and
                           subject to paragraph (c), no party shall:

                           (i)      (STATUTORY DEMAND) issue any demand under
                                    s459E(1) of the Corporations Act (or any
                                    analogous provision under any other law)
                                    against the Trustee;

                           (ii)     (WINDING UP) apply for the winding up or
                                    dissolution of the Chargor;

                           (iii)    (EXECUTION) levy or enforce any distress or
                                    other execution to, on, or against any
                                    assets of the Trustee (other than the Trust
                                    Assets);

                           (iv)     (COURT APPOINTED RECEIVER) apply for the
                                    appointment by a court or a receiver to any
                                    of the assets of the Trustee (other than the
                                    Trust Assets);

                           (v)      (JUDGMENT) obtain a judgment for the payment
                                    of money or damages by the Trustee;

                           (v)      (SET-OFF OR COUNTERCLAIM) exercise or seek
                                    to exercise any set-off or counterclaim
                                    against the Trustee (other than in respect
                                    of the Trust Assets); or

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                           (vi)     (ADMINISTRATOR) appoint, or agree to the
                                    appointment of, any administrator to the
                                    Trustee,

                           or take proceedings for any of the above and each
                           party waives its rights to make those applications
                           and take those proceedings.

         (c)      CLAUSE 2 - APPOINTMENT OF SERVICER

                  In clause 2.3(d) of the Investment Management Agreement, add
                  "or Title Insurer in relation to a Title Insurance Policy"
                  after "any law firm".

         (d)      CLAUSE 4 - UNDERTAKINGS

                  (i)      In clause 4.1(c)(ii) of the Investment Management
                           Agreement, add "or Title Insurer (as the case may
                           be)" after "the Mortgage Insurer".

                  (ii)     In clause 4.1(c)(iii) of the Investment Management
                           Agreement, add "or Title Insurer (as the case may
                           be)" after "the Mortgage Insurer".

                  (iii)    Add the following clause 4.1(c)(iv) in the Investment
                           Management Agreement: "promptly notify the Title
                           Insurer (if any) of that default in accordance with
                           the provisions of the relevant Title Insurance
                           Policy, if required".

                  (iv)     Relabel clause 4.1(d)(i)(B) of the Investment
                           Management Agreement as clause 4.1(d)(i)(C).

                  (v)      Add the following clause 4.1(d)(i)(B) in the
                           Investment Management Agreement: "Title Insurance
                           Policies; and".

                  (vi)     In clause 4.1(d)(ii) of the Investment Management
                           Agreement, add ", Title Insurance Policy" after
                           "Mortgage Insurance Policy".

                  (vii)    In clause 4.1(d)(iii) of the Investment Management
                           Agreement, add ", Title Insurance Policy" after
                           "Mortgage Insurance Policy".

                  (viii)   Clause 4.1(f) of the Investment Management Agreement
                           is amended by inserting the words " and provided that
                           the variation, amendment or modification does not
                           result in the downgrade or withdrawal of rating of
                           the Notes".

                  (ix)     Replace 4.1(h) of the Investment Management Agreement
                           to read as follows:

                           "set the Investment Rate as 0.25% higher than the
                           percentage rate of return which it determines in its
                           absolute discretion would be required to be set on
                           the Authorised Investments held by the Trustee, in
                           order to ensure that the Trustee has sufficient cash
                           available at all times to enable the Trustee to pay
                           all payments of Interest in respect of the Trust and
                           otherwise comply with all of the Trustee's duties and
                           obligations under the Transaction Documents as and
                           when they fall due, including payment of the Approved
                           Seller's Fee as and when it falls due".

         (e)      CLAUSE 6 - SERVICER FEES

                  In clause 6.2(a) of the Investment Management Agreement, add
                  "or Title Insurance Policy" after "Mortgage Insurance Policy".

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7.4      ADDITIONAL REPRESENTATIONS AND WARRANTIES - APPROVED SELLER AND TRUSTEE

         Each of the Approved Seller and the Trustee makes the following
         additional representations and warranties in respect of itself only to
         the Trust Manager, to each Noteholder and to the Security Trustee (who
         holds the benefit of the representations and warranties for the
         Mortgagees (as defined in the Security Trust Deed):

         (a)      it is not in default under this deed or the Investment
                  Management Agreement (to which it is a party) in a manner
                  which has or may have an Adverse Effect;

         (b)      it has no immunity from the jurisdiction of a court or from
                  legal process;

         (c)      (in relation to Interstar Securities (Australia) Pty Limited
                  only, in its capacity as the Approved Seller) it holds sole
                  beneficial ownership as at the relevant Closing Date of the
                  Loans referred to in the Sale Notice given by it;

         (d)      (in relation to Interstar Securities (Australia) Pty Limited
                  only, in its capacity as the Approved Seller) it holds such
                  beneficial interest in the Authorised Investments (other than
                  the Loans referred to in paragraph (c)) which form part of the
                  Assets of the Trust as is validly transferred to it unless it
                  has disposed of that interest in accordance with the
                  provisions of the Transaction Documents;

         (e)      (in relation to the Trustee only) the Trustee has not
                  resettled, set aside or transferred any property of the Trust
                  other than in accordance with the Transaction Documents;

         (f)      (in relation to the Trustee only) the Trustee has not
                  terminated the Trust nor has any event of which it is aware
                  for the vesting of the assets of the Trust occurred;

         (g)      (in relation to the Trustee only) the Trustee is not aware
                  that an Event of Default as defined in the Security Trust Deed
                  is subsisting;

         (h)      (in relation only to the Approved Seller) as at the relevant
                  Closing Date, beneficial title in the Authorised Investments
                  referred to in the Sale Notice given by it, or otherwise to be
                  transferred by it, are entitled to be and will be transferred
                  to the Trustee.

         (i)      (in relation to the Approved Seller only) the sale, transfer
                  and assignment of the Approved Seller's interest in the
                  Purchased Loans, will not constitute a breach of any Relevant
                  Document or the Approved Seller's obligations or a default by
                  the Approved Seller under any Security Interest;

         (j)      (in relation to the Approved Seller only) the Approved Seller
                  holds in its possession or control all Relevant Documents that
                  relate to the Purchased Loans and the related Loan Securities
                  necessary to register and enforce the provisions of and the
                  security created by the relevant Loan Securities;

         (k)      (in relation to the Approved Seller only) the Approved Seller
                  is solvent, is able to pay its debts as and when they become
                  due and payable and has no notice of, nor taken any steps in
                  relation to, any application or order for its winding up or
                  the appointment of a receiver or liquidator to it or any of
                  its assets;

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         (l)      (in relation to the Approved Seller only) at the time each
                  Purchased Loan and each Related Security was entered into it
                  complied in all material respects with the Approved Seller's
                  underwriting and operations procedures, as agreed with the
                  Servicer;

         (m)      (in relation to the Approved Seller only) each Purchased Loan
                  and Loan Security and each Related Security was entered into
                  by the Approved Seller in good faith;

         (n)      (in relation to the Approved Seller only) at the time each
                  Purchased Loan and each Loan Security and each Related
                  Security was entered into at any time prior to the Closing
                  Date, the Approved Seller had not received any notice of any
                  insolvency, bankruptcy or liquidation of the Obligor(s) or any
                  guarantors or security providers (except that if a Loan is in
                  Arrears but complies with the Eligibility Criteria, the fact
                  that it is in Arrears is not in and of itself notice of
                  insolvency) or any notice that any such person did not have
                  the legal capacity to enter into the relevant Mortgage;

         (o)      (in relation to the Approved Seller only) as at the Cut-Off
                  Date, none of the Purchased Loans and none of the Loan
                  Securities and no Related Security had been waived or altered,
                  except in writing and as part of the Relevant Documents;

         (p)      (in relation to the Approved Seller only) all information
                  provided by the Approved Seller to the Trustee in connection
                  with the Loans, the Loan Securities and the Related Securities
                  was, when given, true and accurate in all material respects
                  and not misleading or deceptive and did not omit to state a
                  material fact necessary in order to make the statements
                  therein in light of the circumstances in which they were made
                  not misleading or deceptive; and

         (q)      (in relation to the Approved Seller only) as at the Cut-Off
                  Date, the Approved Seller was not aware of any circumstance or
                  event that may materially and adversely affect:

                  (i)      the value or enforceability of any Loan, Loan
                           Security or Related Security; or

                  (ii)     the ability of the Approved Seller to perform its
                           obligations under the Transaction Documents.

7.5      ADDITIONAL REPRESENTATIONS AND WARRANTIES - TRUST MANAGER

         Each of the Servicer and the Trust Manager makes the following
         representations and warranties to the Trustee, to each Noteholder and
         to the Security Trustee (who holds the benefit of the representations
         and warranties for the Mortgagees (as defined in the Security Trust
         Deed):

         (a)      to its knowledge, no litigation, arbitration or administrative
                  proceedings are taking place, pending or threatened against it
                  which, if adversely determined, has or may have an Adverse
                  Effect;

         (b)      it is not in default under any Transaction Document to which
                  it is a party in a manner which has or may have an Adverse
                  Effect;

         (c)      to the best of its knowledge and belief the Loans which are
                  subject to the provisions of the Consumer Credit Legislation
                  comply with the Consumer Credit Legislation; and

         (d)      it is not aware of any act or circumstance that would permit a
                  Mortgage Insurer or a Title Insurer to reduce or avoid any
                  claim under its Mortgage Insurance Policy or Title Insurance
                  Policy (as the case may be).

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7.6      ADDITIONAL UNDERTAKINGS - TRUSTEE

         The Trustee undertakes to the Servicer, the Trust Manager, to each
         Noteholder and to the Security Trustee (who holds the benefit of the
         undertakings for the Mortgagees (as defined in the Security Trust Deed)
         that:

         (a)      it will treat the Noteholders of the same Class equally and
                  will treat Noteholders of different Classes fairly;

         (b)      it will not deal in any way with any person except at arm's
                  length in the ordinary course of business for valuable
                  commercial consideration;

         (c)      it will not advance money or make available financial
                  accommodation to or for the benefit of any person or give a
                  guarantee or security interest in connection with an
                  obligation or liability of any person except as permitted
                  under the Transaction Documents;

         (d)      it will not take any action in respect of a Mortgage which
                  action is contrary to the terms of the Mortgage Insurance
                  Policy covering that Mortgage unless it is approved by the
                  relevant Mortgage Insurer (the Trustee is entitled to rely
                  without enquiry on a certificate from the Servicer to the
                  effect that the relevant Mortgage Insurer has given its
                  consent);

         (e)      provided that the Trustee has been provided with a copy of the
                  form of the relevant Title Insurance Policy and has agreed in
                  writing with the Servicer that this paragraph (e) will apply
                  to all Title Insurance Policies issued in that agreed form, it
                  will not take any action in respect of a Mortgage which action
                  is contrary to the terms of any Title Insurance Policy
                  covering that Mortgage unless it is approved by the relevant
                  Title Insurer (the Trustee is entitled to rely without enquiry
                  on a certificate from the Servicer to the effect that the
                  relevant Title Insurer has given its consent);

         (f)      it shall not:

                  (i)      amend or vary, or consent to any amendment or
                           variation of,

                  (ii)     avoid, release, surrender, terminate, rescind,
                           discharge (other than by performance) or accept the
                           repudiation of, or

                  (iii)    expressly or impliedly waive, or extend or grant time
                           or indulgence of, any provision of or obligation
                           under,

                  any Transaction Document where to do so would have an Adverse
                  Effect (the Trustee is entitled to rely without enquiry on a
                  certificate from the Trust Manager to the effect that any such
                  action will not have an Adverse Effect);

         (g)      it shall not amend or vary the form which will be used for any
                  Mortgage which it acquires or settles in any manner which
                  would have an Adverse Effect (the Trustee is entitled to rely
                  without enquiry on a certificate from the Servicer to the
                  effect that any amendment or variation of the form used for
                  any Mortgage will not have an Adverse Effect);

         (h)      it will not resettle, set aside or transfer any asset held
                  under the Trust other than a transfer which complies with the
                  Transaction Documents (the Trustee is entitled to rely without
                  enquiry on a certificate from the Trust Manager to the effect
                  that any such transfer complies with this deed);

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         (i)      except as contemplated by clause 23 of the Master Trust Deed,
                  the Trustee will not do anything which would cause or enable
                  its removal, nor will it retire, as trustee of the Trust; and

         (j)      the Trustee will not permit any person to act or be appointed
                  as trustee of the Trust jointly with the Trustee.

7.7      ADDITIONAL UNDERTAKINGS - TRUST MANAGER AND SERVICER

         Each of the Trust Manager and the Servicer undertakes to the Trustee,
         to each Noteholder and to the Security Trustee (who holds the benefit
         of the undertakings for the Mortgagees (as defined in the Security
         Trust Deed) to:

         (a)      upon being so directed by the Trustee, rectify any books of
                  account which the Trustee reasonably believes to be incorrect
                  or inadequate in any respect;

         (b)      ensure that the Authorised Investments yield an amount
                  (expressed as a percentage per annum) equal to or greater than
                  the then current Investment Rate;

         (c)      deliver to the Trustee all documents necessary to enable the
                  Trustee to have each and every Authorised Investment
                  registered in the name of the Trustee or in the name of such
                  other person or persons as approved by the Trustee;

         (d)      not deal in any way with any person except at arm's length in
                  the ordinary course of business for valuable commercial
                  consideration;

         (e)      not advance money or make available financial accommodation to
                  or for the benefit of any person or give a guarantee or
                  Security Interest in connection with an obligation or
                  liability of any person except as permitted under the
                  Transaction Documents;

         (f)      not cease or materially change its business,

         (g)      not take any action in respect of a Loan which action is
                  contrary to the terms of the Mortgage Insurance Policy
                  covering that Loan unless it is approved by the relevant
                  Mortgage Insurer;

         (h)      not take any action in respect of a Loan which action is
                  contrary to the terms of any Title Insurance Policy covering
                  that Loan unless it is approved by the relevant Title Insurer;

         (i)      not:

                  (i)      amend or vary, or consent to any amendment or
                           variation of,

                  (ii)     avoid, release, surrender, terminate, rescind,
                           discharge (other than by performance) or accept the
                           repudiation of, or

                  (iii)    expressly or impliedly waive, or extend or grant time
                           or indulgence of, any provision of or obligation
                           under,

                  any Transaction Document, where to do so would have an Adverse
                  Effect;

         (j)      take such steps as are reasonably available to it to ensure
                  that a Mortgage Insurer is not relieved from its liability
                  under its Mortgage Insurance Policy;

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         (k)      take such steps as are reasonably available to it to ensure
                  that a Title Insurer is not relieved from its liability under
                  any of its Title Insurance Policies;

         (l)      where it is required to make any calculation, give any notice
                  or do any thing in order to enable the Trustee to perform its
                  obligations under any Transaction Document - make that
                  calculation, give that notice or do that thing;

         (m)      co-operate with the Trustee in respect of the establishment
                  and maintenance by the Trustee of a compliance system relating
                  to the Assets of the Trust and any Mortgage made by it which
                  is reasonable in scope having regard to industry standards and
                  criteria for the purposes of establishing a system for
                  ensuring that the Trustee's obligations and liabilities under
                  or in connection with the Assets of the Trust and those
                  Mortgages are fully discharged and that the Trustee is
                  informed of significant issues relating to any of them;

         (n)      take such actions as are necessary to enforce or enable the
                  Trustee to enforce the rights of the Trustee under any
                  Transaction Document;

         (o)      ensure that:

                  (i)      the aggregate amount of all Line of Credit
                           Commitments at any time does not comprise more than
                           20% of the value of the Assets of the Trust; and

                  (ii)     the aggregate of the amounts outstanding under the
                           following Loans (as referred to in schedule 2):

                           (1)      Interstar "Fix'n Float" Access Account
                                    Loans; and

                           (2)      Interstar "IO Fixed" Access Account Loans,

                  which form part of the Assets of the Trust does not comprise
                  more than 25% of the value of the Assets of the Trust;

                  (iii)    subject to any other provisions, there will be no
                           restriction on the percentage of the Assets of the
                           Trust which may comprise:

                           (A)      Interstar "Premium" Access Account Loans;
                                    and

                           (B)      Interstar "IO Float" Access Account Loans,

                  as referred to in schedule 2;

                  (iv)     during any period when a fixed lower or acceptable
                           rate of interest (as opposed to the higher or default
                           rate of interest) is applicable under any Interstar
                           "Fix'n Float" Access Account Loan or any Interstar
                           "IO Fixed" Access Account Loan (as referred to in
                           schedule 2) such rate of interest will not be less
                           than the aggregate of:

                           (A)      the weighted average of the Interest Rate of
                                    the Class B2 Notes and the rate equal to the
                                    Bank Bill Rate and the Spread (as defined in
                                    the Class B1 Currency Swap);

                           (B)      the Expenses Margin; and

                           (C)      0.25%;

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         (p)      procure payment of any stamp duty payable in respect of
                  transfers to the Trustee of Authorised Investments by
                  Perpetual Trustees Victoria Limited as trustee of any trust
                  (other than a Trust as defined in the Master Trust Deed); and

         (q)      in the event that it becomes aware of the Trustee failing to
                  pay any Interest in relation to Class B Notes within 10
                  Business Days of the Payment Date on which the Interest was
                  due to be paid, promptly notify each Designated Rating Agency.

7.8      ADDITIONAL REPRESENTATIONS AND WARRANTIES (LOANS) - SERVICER

         The Servicer makes the following representations and warranties to the
         Trust Manager, the Trustee, to each Noteholder and to the Security
         Trustee (who holds the benefit of the representations and warranties
         for the Mortgagees (as defined in the Security Trust Deed) in relation
         to a Sale Notice containing an offer in relation to which the Trust
         Manager has directed the Trustee to accept and the Loans, Loan Rights
         and Related Securities referred to in that Sale Notice (or the Loans
         originated in accordance with clause 9(b)(ii) or otherwise transferred
         to the Trustee by Perpetual Trustees Victoria Limited as trustee of a
         trust in accordance with the Master Trust Deed).

         (a)      (ELIGIBLE LOAN) As at the Cut-Off Date, each Loan which is
                  specified in that Sale Notice (or so originated or
                  transferred) is an Eligible Loan. In relation to any related
                  Loan Security that is required to be registered with any
                  Government Agency and which is not registered at the Cut-Off
                  Date, it will be registered.

         (b)      (LOAN SECURITIES) It has not done, or omitted to do, anything
                  which would prevent each Loan, Loan Security and Related
                  Security which is specified in that Sale Notice (or so
                  originated or transferred) from being valid, binding and
                  enforceable against the relevant Obligor(s) in all material
                  respects except to the extent that it is affected by laws
                  relating to creditors rights generally, or doctrines of
                  equity.

         (c)      (OWNERSHIP) In relation to each Loan Security which is
                  specified in that Sale Notice (or the relevant Trust Manager's
                  direction or transfer procedure), it has not done, or omitted
                  to do anything which would prevent the relevant Obligor from
                  being the sole legal owner of the relevant Mortgaged Property
                  and registered as the sole proprietor of the relevant
                  Mortgaged Property.

         (d)      (INSURANCE) As at the relevant Closing Date (or the date
                  specified in the relevant Trust Manager's direction), each
                  Loan which is specified in the Sale Notice (or the relevant
                  Trust Manager's direction or transfer procedure) is the
                  subject of a valid, binding and enforceable Mortgage Insurance
                  Policy from a Mortgage Insurer for the scheduled term of that
                  Loan. In the case of the assignment of Loans, the assignment
                  of each such Loan to the Trustee is not contrary to the
                  relevant Mortgage Insurance Policy. The Servicer has not done
                  or omitted to do anything which might prejudicially affect or
                  limit the rights of the Trustee under or in respect of a
                  Mortgage Insurance Policy to the extent that those rights
                  relate to that Loan or the related Loan Security. On transfer
                  to the Trustee of beneficial title to a Purchased Loan (or on
                  origination of a Loan), the Trustee will have the benefit of
                  the relevant Mortgage Insurance Policy for that Loan.

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         (e)      (SOLVENCY OF MORTGAGE INSURERS AND TITLE INSURERS) The
                  officers of the Servicer who have responsibility for the
                  transactions contemplated by the Transaction Documents do not
                  have actual notice that any Mortgage Insurer under any
                  Mortgage Insurance Policy or any Title Insurer under any Title
                  Insurance Policy in relation to a Loan is insolvent or will be
                  unable to pay a valid claim.

         (f)      (SELECTION PROCESS) There is no fraud, dishonesty, material
                  misrepresentation or negligence on the part of the Servicer in
                  connection with the selection and offer to the Trustee of any
                  Loans or related Loan Securities which are specified in that
                  Sale Notice (or the relevant Trust Manager's direction or the
                  transfer procedure).

         (g)      (NO RESCISSION, ETC) As at the Cut-Off Date, none of the Loans
                  or Loan Securities which are specified in that Sale Notice (or
                  the relevant Trust Manager's direction or the transfer
                  procedure) were satisfied, cancelled, discharged or rescinded
                  and the Mortgaged Property relating to each relevant Loan and
                  Loan Security had not been released from the security of the
                  relevant Loan Securities.

         (h)      (INTEREST RATE) Except as may be provided in a Loan Agreement
                  or Loan Security which is specified in the Sale Notice (or the
                  relevant Trust Manager's direction or the transfer procedure),
                  and subject to applicable laws, the Servicer has not done, or
                  omitted to do anything which would render the interest rate
                  for each such Loan subject to any limitation, or to any
                  consent, additional memoranda or other writing required from
                  the relevant Obligor to give effect to a change in that rate
                  and any change in that rate will be effective on notice being
                  given to that Obligor in accordance with the terms of the
                  relevant Loan or Loan Security.

         (i)      (ASSIGNABILITY) In the case of the assignment of Loans, all
                  consents required in relation to the assignment of the Loans
                  and the related Loan Rights specified in that Sale Notice (or
                  the relevant Trust Manager's direction or the transfer
                  procedure) have been obtained. Those Loans and Loan Rights are
                  assignable.

         (j)      (ORDINARY COURSE OF BUSINESS) Between the relevant Cut-Off
                  Date and the relevant Closing Date (or the date specified in
                  the relevant Trust Manager's direction), the Servicer dealt
                  with the Loans and the Loan Securities specified in the Sale
                  Notice (or the relevant Trust Manager's direction or the
                  transfer procedure) in the ordinary course of its business.

7.9      REPETITION OF REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

         The representations, warranties and undertakings set out in clauses
         7.4, 7.5, 7.6, 7.7 and 7.8 will be deemed to be repeated on each date
         upon which Notes are issued.

8.       TRANSFERS TO OTHER TRUST
--------------------------------------------------------------------------------

         The Trust Manager may, from time to time, direct the Trustee to
         transfer a Loan held by the Trustee to any Other Trust. That transfer:

         (a)      must be in accordance with clause 7 of the Master Trust Deed
                  and the Series Notice for that Other Trust (as the case may
                  be);

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         (b)      must be for a consideration equal to the Unpaid Balance of
                  that Loan;

         (c)      must not involve the transfer of a Loan which is in Arrears;
                  and

         (d)      may only be made if there are funds available to that Other
                  Trust to enable that Other Trust to pay the necessary
                  consideration for the transfer.

         The Trustee must comply with that direction.

9.       PREFUNDING
--------------------------------------------------------------------------------

         (a)      If on a Note Issue Date, the Purchase Price for the Purchased
                  Loans is less than the amount received in Australian dollars
                  by the Trustee from the proceeds of the issue of the Notes,
                  the Trustee shall (at the direction of the Trust Manager)
                  retain the difference between the two amounts to the extent it
                  is not invested in Liquid Authorised Investments in accordance
                  with this Series Notice (the PREFUNDING AMOUNT) in the
                  Prefunding Account. The Prefunding Amount must not, at any
                  time, exceed 25% of the sum of the Class A2 A$ Equivalent of
                  US$750,000,000 and the Class B1 A$ Equivalent of
                  US$25,000,000.

         (b)      The Trustee must, at the direction of the Trust Manager (at
                  the Trust Manager's option), apply any or all of the
                  Prefunding Amount to:

                  (i)      acquire Loans:

                           (A)      from the Approved Seller by the Approved
                                    Seller delivering to the Trustee (on or
                                    before the Prefunding End Date) a Sale
                                    Notice in relation to those Loans in
                                    accordance with clause 8 of the Master Trust
                                    Deed (as amended by this Series Notice); or

                           (B)      from Perpetual Trustees Victoria Limited as
                                    trustee of a trust (on or before the
                                    Prefunding End Date) in accordance with the
                                    Master Trust Deed; or

                  (ii)     originate Loans in accordance with the procedures in
                           the ordinary course of the Servicer's business
                           (before the Prefunding End Date),

                  provided that each Loan so acquired or originated:

                  (iii)    complies with the Eligibility Criteria; and

                  (iv)     would not result in the downgrade or withdrawal of
                           rating of any Note by a Designated Rating Agency.

         (c)      On the Prefunding End Date, the balance of the Prefunding
                  Amount that has not been applied under paragraph (b) shall be
                  treated as Mortgage Principal Repayments received by the
                  Trustee during the immediately preceding Collection Period and
                  applied in accordance with clause 6.6 of this Series Notice.

         (d)      The Trustee shall maintain the Prefunding Account as an
                  interest bearing account in accordance with the Transaction
                  Documents (including clause 26 of the Master Trust Deed). The
                  Trust Manager shall not direct the Trustee to, and the Trustee
                  shall not make any withdrawal from, the Prefunding Account
                  except for the following purposes:

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                  (i)      to apply the Prefunding Account in accordance with
                           paragraphs (b) and (c) above;

                  (ii)     to transfer the credit balance of the Prefunding
                           Account in accordance with clause 26.1(d) of the
                           Master Trust Deed; and

                  (iii)    to pay Taxes payable in respect of the Prefunding
                           Account.

10.      BENEFICIARY
--------------------------------------------------------------------------------

10.1     ISSUE OF UNITS

         (a)      The beneficial interest in the Trust will be constituted by
                  the issue of:

                  (i)      a single residual capital unit (the RESIDUAL CAPITAL
                           UNIT); and

                  (ii)     such numbers of residual income units (each, a
                           RESIDUAL INCOME UNIT) as the Trustee may issue from
                           time to time in accordance with this clause 10.1 and
                           clause 10.3.

                  The holders of the Residual Capital Unit and the Residual
                  Income Units (each, a UNIT) hold the beneficial interest in
                  the Trust in accordance with the Master Trust Deed and this
                  Series Notice.

         (b)      The Trustee must, on payment by the relevant Beneficiary of
                  the issue price of the Unit specified below, issue a Unit by
                  registering that Beneficiary's name in the register kept under
                  this clause 10. A failure by the Trust Manager to issue a Unit
                  does not affect the Beneficiary's rights as beneficiary of the
                  Trust under the Master Trust Deed and this Series Notice.

10.2     RESIDUAL CAPITAL UNIT

         (a)      The holder of the Residual Capital Unit is Allens Arthur
                  Robinson Corporate Advisory Pty Ltd.

         (b)      The issue price of the Residual Capital Unit is the amount of
                  A$10, paid on establishment of the Trust.

         (c)      The holder of the Residual Capital Unit has no right to
                  receive distributions in respect of the Trust other than the
                  right to receive the amount of A$10 on the termination of the
                  Trust. The Residual Capital Unit may not be redeemed at any
                  other time or in any other way.

         (d)      The Residual Capital Unit is not transferable.

         (e)      No other Residual Capital Units may be issued.

10.3     RESIDUAL INCOME UNIT

         (a)      A person may, with the consent of the Trust Manager and (where
                  there is at that time any existing holder of a Residual Income
                  Unit) that holder (each of whose consent may be given or
                  withheld in their absolute discretion), become the holder of a
                  Residual Income Unit by paying the subscription price for the
                  Residual Income Unit.

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

         (c)      The beneficial interest held by the Residual Income
                  Beneficiaries is limited to the Trust and each Asset of the
                  Trust (other than any Asset of the Trust held on trust for the
                  holder of the Residual Capital Unit under clause 10.2) subject
                  to and in accordance with the Master Trust Deed and this
                  Series Notice.

         (d)      Subject to clause 29 of the Master Trust Deed, no Residual
                  Income Beneficiary has a right to receive distributions in
                  respect of the Trust other than:

                  (i)      the right to receive, pari passu, distributions in
                           respect of the Trust under the Master Trust Deed and
                           this Series Notice to the extent that Beneficiary
                           Distributions are available for distribution under
                           the Master Trust Deed and this Series Notice; and

                  (ii)     the right to receive, pari passu, on the termination
                           of the Trust the entire beneficial interest of the
                           Trust, subject to the rights of the holder of the
                           Residual Capital Unit.

         (e)      Residual Income Units may not be redeemed at any other time or
                  in any other way.

         (f)      Each Residual Income Unit is transferable in accordance with
                  clause 10.5.

10.4     REGISTER

         (a)      The entitlement of any person to a Unit will be evidenced by
                  registration in the register maintained under this clause 10.4
                  (the REGISTER).

         (b)      The Trustee will keep the Register at its registered office in
                  a form that it considers appropriate and will enter the
                  following particulars.

                  (i)      The name and address of the holder of each Unit.

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

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

                  (iv)     The subscription moneys initially paid for each Unit,
                           and the aggregate subscription moneys of all Units
                           from time to time.

                  (v)      Any other details which the Trustee may consider
                           necessary or desirable.

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

         (d)      Without limiting clause 10.1, the interest of any holder in a
                  Unit will be constituted by registration in the register.

10.5     TRANSFER OF UNITS

         (a)      (i)      Subject to clause 10.2(d), the holder of a Unit may
                           transfer the Unit by instrument in writing in any
                           form approved by the Trustee. No fee will be charged
                           on the transfer of a Unit.

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

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

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

         (c)      The Trustee must notify each Designated Rating Agency and the
                  Trust Manager of any transfer of Units under this clause 10.5.

10.6     LIMIT ON RIGHTS

         Each Beneficiary is subject to, and bound by, the provisions of the
         Master Trust Deed (including clause 9.1 and 11.1).

11.      NOTE TRUSTEE
--------------------------------------------------------------------------------
11.1     CAPACITY

         The Note Trustee is a party to this Series Notice in its capacity as
         trustee for the US$ Noteholders from time to time under the Note Trust
         Deed.

11.2     EXERCISE OF RIGHTS

         (a)      The rights, remedies and discretions of the US$ Noteholders
                  under the Transaction Documents including all rights to vote
                  or give instructions to the Security Trustee and to enforce
                  undertakings or warranties under the Transaction Documents,
                  except as otherwise provided in the Note Trust Deed or the
                  Security Trust Deed, may only be exercised by the Note Trustee
                  on behalf of the US$ Noteholders in accordance with the Note
                  Trust Deed and the Security Trust Deed.

         (b)      The US$ Noteholders, except as otherwise provided in the Note
                  Trust Deed or the Security Trust Deed, may only exercise
                  enforcement rights in respect of the Mortgaged Property in
                  accordance with the Transaction Documents.

11.3     REPRESENTATION AND WARRANTY

         The Note Trustee represents and warrants to each other party to this
         Series Notice that it has the power under the Note Trust Deed to enter
         into the Transaction Documents to which it is a party and to exercise
         the rights, remedies and discretions of, and to vote on behalf of, the
         US$ Noteholders.

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11.4     PAYMENTS

         Any payment to be made to the US$ Noteholders under the Transaction
         Documents may be made to the Principal Paying Agent or the Note Trustee
         (as the case may be) in accordance with the Agency Agreement and the
         Note Trust Deed.

12.      TAX REFORM
--------------------------------------------------------------------------------
12.1     TAXATION OF TRUSTS AND CONSOLIDATED GROUPS

         The parties acknowledge that:

         (a)      the Commonwealth Government has withdrawn draft legislation
                  under which non-fixed trusts would have been taxed as
                  companies from 1 July 2001 but has indicated its intention to
                  take steps to avoid tax abusive use of trusts which may
                  include taxing some trusts as companies;

         (b)      the Commonwealth Government has released legislation in
                  relation to the tax consolidation regime. Whilst it is not, as
                  at the date of this Series Notice, the intention of the
                  Trustee or the Trust Manager that the Trust form part of a
                  consolidated group of companies and trusts for tax purposes (a
                  CONSOLIDATED TAX GROUP), if the Trust becomes a member of a
                  consolidated tax group, under the Act, the Trustee could be
                  liable for all, or a share, of a tax-related liability of the
                  head company of that consolidated tax group (a GROUP TAX
                  LIABILITY) if:

                  (i)      the head company of the consolidated tax group does
                           not pay that group tax liability by the time it
                           becomes due and payable; and

                  (ii)     that group tax liability is not covered by a tax
                           sharing agreement which is consistent with
                           regulations made, or guidelines published by the
                           Commissioner of Taxation, concerning the allocation
                           of group tax liabilities of a consolidated tax group
                           amongst certain members of that group or which is
                           otherwise accepted by the Commissioner of Taxation as
                           allocating the group tax liabilities of the
                           consolidated tax group amongst those members on a
                           reasonable basis (A VALID TAX SHARING AGREEMENT); and

         (c)      it is in the interest of all parties, including the Trustee,
                  the Noteholders and the Beneficiaries, that:

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

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

                  (iii)    the rating of the Notes be maintained.

12.2     AMENDING BILL - TAXATION OF TRUSTS

         If and when an amending Bill is introduced into the Federal Parliament
         (the AMENDING BILL), and the result of that amending Bill if it becomes
         law will be that the Trustee will become liable to pay tax on the net
         income of the Trust (as described in clause 12.1(a)), then:

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         (a)      the Trust Manager shall promptly consult with the Trustee and
                  each Designated Rating Agency to determine what changes, if
                  any, are necessary to the cashflow methodology in clause 6 to
                  achieve the objective referred to in clause 12.1(c) (the
                  OBJECTIVE); and

         (b)      within one month of the amending Bill being introduced into
                  the Federal Parliament (or such longer time as the Trustee and
                  each Designated Rating Agency permit) the Trust Manager shall
                  provide a written recommendation to the Trustee and use its
                  best endeavours to provide a draft deed amending this Series
                  Notice that, if executed, will achieve the Objective.

         If and when the amending Bill becomes law and upon the Trustee being
         notified that the draft deed amending this Series Notice will achieve
         the Objective (and in this regard the Trustee may rely (amongst others)
         upon advice of tax lawyers) and each of the other parties to this
         Series Notice being reasonably satisfied that it will not be adversely
         affected by the proposed amendments to this Series Notice, each party
         to this Series Notice shall execute that amendment deed.

         If the Trust Manager and the Trustee cannot agree to amend the Series
         Notice, they will proceed with unwinding the transaction.

12.3     GROUP TAX LIABILITIES

         If the Trust becomes a member of a consolidated tax group and the head
         company of that consolidated tax group does not at that time, or at any
         subsequent time, provide evidence to the satisfaction of the Trustee
         (which may rely upon the advice of tax lawyers, amongst others) that
         the tax liabilities of the consolidated group are covered by a valid
         tax sharing agreement that apportions those tax liabilities to the
         Trustee on a basis acceptable to the Trustee (and the Trustee
         acknowledges that a nil allocation of the group tax liabilities will be
         acceptable to it) then:

         (a)      the Trustee shall, as soon as is practicable, take steps to
                  ensure that the Trust ceases to be a member of that
                  consolidated group;

         (b)      the Trust Manager shall promptly consult with the Trustee and
                  each Designated Rating Agency to determine what changes, if
                  any, are necessary to the cashflow methodology in clause 6 to
                  achieve the Objective; and

         (c)      within one month of such consultations commencing (or such
                  longer time as the Trustee and each Designated Rating Agency
                  may permit) the Trust Manager shall provide a written
                  recommendation to the Trustee and use its best endeavours to
                  provide a draft deed amending this Series Notice that, if
                  executed, will achieve the Objective.

         Upon the Trustee being notified that the draft deed amending this
         Series Notice will achieve the Objective (and in this regard the
         Trustee may rely upon advice of tax lawyers, amongst others) and each
         of the other parties to this Series Notice being reasonably satisfied
         that it will not be adversely affected by the proposed amendments to
         this Series Notice, each party to this Series Notice shall execute that
         amendment deed.

         If the Trust Manager and the Trustee cannot agree to amend this Series
         Notice, or that amendments to this Series Notice are not necessary,
         they will proceed with unwinding the transaction.

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12.4     EVIDENCE OF TAX SHARING AGREEMENT

         The Trust Manager shall procure that the head company of a consolidated
         tax group of which the Trust becomes a member will:

         (a)      ensure that the group tax liabilities of that consolidated tax
                  group are covered by a valid tax sharing agreement; and

         (b)      provide evidence of such a tax sharing agreement being in
                  place for the purposes of clause 12.3:

                  (i)      at the time the Trust becomes a member of the
                           consolidated tax group; and

                  (ii)     on each occasion that there is any alteration,
                           amendment or replacement of a tax sharing agreement
                           covering the tax liabilities of the consolidated tax
                           group.

12.5     OBJECTIVE

         Provided that the Trustee and the Designated Rating Agencies receive
         written advice from an experienced and reputable tax lawyer or tax
         accountant to the effect that if the cashflow methodology, as amended
         under clause 12.2 or 12.3, is followed the Objective will be met, and
         each Designated Rating Agency confirms in writing that the change in
         Tax law or the amendment under clause 12.2 or 12.3 (as the case may be)
         will not give rise to the downgrade or withdrawal of the rating of any
         Note rated by it:

         (a)      the Trustee shall not be obliged to obtain the consent of any
                  Noteholder, Creditor or Beneficiary to the amendment; and

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

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

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

12.6     BENEFICIARIES

         Without limiting clause 12.5, in formulating a proposal to meet the
         Objective, the Trust Manager shall have regard to the impact of any
         change to the cashflow methodology to the Beneficiaries, and shall
         consider proposals made by the Beneficiaries that will enable the
         Trustee to meet the Objective.

13.      ATTORNEYS
--------------------------------------------------------------------------------
         Each attorney executing this deed states that he or she has no notice
         of revocation or suspension of his or her power of attorney.

14.      GOVERNING LAW
--------------------------------------------------------------------------------
         This Series Notice is governed by the laws of New South Wales. Each
         party submits to the non-exclusive jurisdiction of courts exercising
         jurisdiction there.

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15.      ANCILLIARY FACILITIES
--------------------------------------------------------------------------------
15.1     ANCILLARY FACILITIES

         (a)      Notwithstanding any other provision of the Transaction
                  Documents in relation to the Trust (including the Master Trust
                  Deed, the Security Trust Deed and the Servicing Agreement),
                  the Trust Manager, the Servicer and the Trustee may:

                  (i)      enter into and perform;

                  (ii)     carry out any transaction contemplated by; and

                  (iii)    pay any amount payable or incurred under,

                  any Ancillary Facility Document.

         (b)      Without limiting the generality of paragraph (a):

                  (i)      the Trustee may mix, join or co-mingle all or any
                           part of the Assets of the Trust with any other
                           assets, investments or other property held or owned
                           by the Trustee (in its capacity as trustee or
                           custodian of any other trust or custodial program)
                           in:

                           (A)      entering into and performing;

                           (B)      carrying out any transaction contemplated
                                    by; and

                           (C)      paying any amount payable or incurred under,

                           any Ancillary Facility Document provided that, except
                           in the case of the powers in paragraphs (vii) and
                           (viii), Moody's has first confirmed in writing that
                           nothing in this paragraph (i) will adversely affect
                           Moody's rating of any Notes;

                  (ii)     the Trustee has the power to pay or to contribute
                           towards payment of any amount payable or liability
                           incurred by the Trustee arising out of, or in
                           connection with, any Ancillary Facility even though
                           the amount payable or liability incurred:

                           (A)      does not relate specifically to the Trust;
                                    and/or

                           (B)      relates to a number of trusts or custodial
                                    arrangements which includes the Trust,

                           provided that, except in the case of the powers in
                           paragraphs (vii) and (viii), Moody's has first
                           confirmed in writing that nothing in this paragraph
                           (ii) will adversely affect Moody's rating of any
                           Notes;

                  (iii)    the Trustee has the power to pay any fees, charges,
                           commissions, disbursements or any other outgoings to
                           any person arising out of, or in connection with, the
                           Authorised Investments or any Ancillary Facility;

                  (iv)     an Obligor under a Purchased Loan shall be entitled
                           to make any repayment under the relevant Loan
                           Agreement or Mortgage (including any Additional
                           Repayment) utilising any payment method as approved
                           by the Trust Manager from time to time including any
                           payment by way of cheque, paperless direct credit
                           entry or the payment method known as "BPAY";

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                  (v)      the Trust Manager, the Servicer and the Trustee may
                           give any indemnity in respect of any debt or other
                           obligation owing to any person arising out of, or in
                           connection with, the Authorised Investments or any
                           Ancillary Facility, including the power to make any
                           payment pursuant to any such obligation, in
                           accordance with the Ancillary Facility Documents; and

                  (vi)     the Security Trustee confirms that the entry into and
                           performance of any Ancillary Facility Document, the
                           carrying out of any transaction contemplated by any
                           Ancillary Facility Document, and the payment of any
                           amount payable or incurred under any Ancillary
                           Facility Document, by the Trust Manager, the Servicer
                           or the Trustee does not constitute any Event of
                           Default under the Security Trust Deed,

                  and the Trustee has power to:

                  (vii)    deposit moneys into a joint account in which the
                           money of Other Trusts are or may be deposited; and

                  (viii)   permit the drawing by an Obligor of any moneys from
                           that joint account, notwithstanding that an Obligor
                           is an Obligor in respect of one trust only, and the
                           moneys are commingled with moneys of Other Trusts.

         (c)      The Trustee and the Trust Manager agree that the Ancillary
                  Facility Documents will apply in respect of the Trust.

         (d)      For the avoidance of doubt, notwithstanding any other
                  provision of this Series Notice, the Trustee (at the direction
                  of the Trust Manager) must apply Excess Spread from the Trust
                  or any Other Trust to meet any fees, costs and expenses and to
                  pay any amounts described in clauses 15.1(b)(iii) and
                  15.1(b)(iv) and any other amounts due to NAB under any
                  Ancillary Facility (including, without limitation, any amounts
                  required to be applied under clause 6 of the Facilities
                  Agreement) and Interstar Securities (Australia) Pty Limited
                  acknowledges that such Excess Spread must be so applied.

15.2     RECORD KEEPING OBLIGATIONS OF TRUST MANAGER

         In addition to and without limiting any obligations under any Finance
         Document, the Trust Manager:

         (a)      must keep proper records and accounts in relation to funds in
                  any Drawings Account, drawings by the relevant Borrower or
                  Mortgagor (as defined in the Ancillary Facility Documents)
                  made using any of the facilities or functionality provided by
                  NAB under the Ancillary Facility Documents and fees charged to
                  any Drawings Account, and shall make those records and
                  accounts available to any party on request; and

         (b)      undertakes for the benefit of the Trustee to:

                  (i)      comply with all its obligations under the Ancillary
                           Facility Documents and undertakes to use its best
                           endeavours to ensure that each of the matters
                           referred to in clauses 4.20 and 5.8 of the Ancillary
                           Facility Document which is the Cheque Deposit and
                           Direct Paperless Entry Facilities Agreement is
                           complied with irrespective of whether it has an
                           obligation to NAB to do so; and

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                  (ii)     ensure that no Facilities Cheque or Direct Paperless
                           Entry (as defined in the Ancillary Facility
                           Documents) which it instructs or allows NAB to
                           accept, honour or pay will:

                           (A)      result in a Borrower or Mortgagor (as
                                    defined in the Ancillary Facility Documents)
                                    redrawing more than can properly be redrawn
                                    in accordance with the terms of that
                                    Borrowers' or Mortgagor's Loan Agreement; or

                           (B)      result in a debit to the Drawings Account in
                                    an amount which, taking into account all
                                    other transactions on the Drawings Account,
                                    exceeds the amount in the Drawings Account
                                    which is referrable to the Trust which holds
                                    the Loan under which the Facilities Cheque
                                    or Direct Paperless Entry was drawn or
                                    authorised.

         (c)      In this clause 15.2, DRAWINGS ACCOUNT means:

                  (i)      any account referred to in the Ancillary Facility
                           Documents as a Trust Drawings Account or a Nominated
                           Account; or

                  (ii)     any other account which the parties agree is to be a
                           Drawings Account.






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SCHEDULE 1

         An Eligible Loan means a Loan which, as at the Cut-Off Date for that
         Loan has the following characteristics:

         (a)      is denominated and payable only in Australian dollars in
                  Australia;

         (b)      the interest rate applicable to the Loan must be either:

                  (i)      a variable rate based upon any determinant as may be
                           considered appropriate by the Servicer in its
                           absolute discretion;

                  (ii)     a fixed rate provided that a Loan shall only
                           incorporate a fixed rate of interest where:

                           (A)      the fixed rate does not apply for a
                                    continuous period exceeding five years from:

                                    (1)       the settlement date of the Loan
                                              where the Loan bears a fixed rate
                                              of interest from the date it is
                                              settled; or

                                    (2)       the date on which the Loan starts
                                              to bear a fixed rate of interest,
                                              where that Loan either:

                                              (a)       bears a floating rate of
                                                        interest and is
                                                        converting to a fixed
                                                        rate of interest; or

                                              (b)       bears a fixed rate of
                                                        interest which is
                                                        scheduled to convert to
                                                        a floating rate of
                                                        interest but (with the
                                                        approval of the relevant
                                                        Mortgage Insurer) the
                                                        relevant Obligor has
                                                        elected to pay a new
                                                        fixed rate of interest;
                                                        and

                           (B)      the fixed rate cash flows are swapped to a
                                    floating rate pursuant to an Interest Rate
                                    Swap and the floating rate payable by the
                                    Swap Provider is set on the same dates as
                                    the Interest Rate is set on Notes; or

                  (iii)    a combination of a variable rate (as described in
                           sub-paragraph (b)(i)) as to part of the Loan Amount
                           and a fixed rate (as described in sub-paragraph
                           (b)(ii)) as to the balance of the Loan Amount;

         (c)      is secured by a Mortgage that constitutes a first ranking
                  mortgage over freehold land or Crown leasehold land in
                  Australia which is or will be registered under Real Property
                  Legislation and satisfies the following criteria:

                  (i)      in the case of a Loan other than a Low Doc Loan, the
                           amount secured or to be secured by the Mortgage must
                           not exceed A$1,500,000;

                  (ii)     in the case of a Latinum Low Doc Loan, the amount
                           secured or to be secured by the Mortgage must not
                           exceed A$600,000;

                  (iii)    in the case of a Retro Low Doc Loan, the amount
                           secured or to be secured by the Mortgage must not
                           exceed:

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                           (A)      where the Subject Property is property
                                    within the metropolitan areas of Australia
                                    other than Tasmania or the Northern
                                    Territory, A$500,000; or

                           (B)      where the Subject Property is property
                                    within the metropolitan areas of Tasmania or
                                    the Northern Territory or within the
                                    regional centres of Australia, A$300,000;

                  (iv)     in respect of a Mortgage:

                           (A)      to secure a Loan (other than a Low Doc Loan)
                                    for a principal amount:

                                    (1)       not exceeding A$300,000 - the Loan
                                              to Value Ratio in respect of that
                                              Loan must not exceed 95%; and

                                    (2)       exceeding A$300,000 but not
                                              exceeding A$500,000 - the Loan to
                                              Value Ratio in respect of that
                                              Loan must not exceed 90%;

                                    (3)       exceeding A$500,000 but not
                                              exceeding A$1,000,000 - the
                                              Subject Property must constitute a
                                              single property within the
                                              metropolitan areas of Sydney,
                                              Melbourne, Brisbane, Adelaide or
                                              Perth and the Loan to Value Ratio
                                              in respect of that Loan must not
                                              exceed 80%;

                                    (4)       exceeding A$1,000,000 but not
                                              exceeding A$1,250,000 - the
                                              Subject Property must constitute a
                                              single property within the
                                              metropolitan areas of Melbourne or
                                              Sydney and the Loan to Value Ratio
                                              in respect of that Loan must not
                                              exceed 75%; and

                                    (5)       exceeding A$1,250,000 - the
                                              Subject Property must constitute a
                                              single property within the
                                              metropolitan areas of Melbourne or
                                              Sydney and the Loan to Value Ratio
                                              in respect of that Loan must not
                                              exceed 65%.

                           (B)      to secure a Latinum Low Doc Loan for a
                                    principal amount of:

                                    (1)       not exceeding A$500,000 - the
                                              Subject Property must constitute a
                                              single property within the
                                              metropolitan areas or regional
                                              centres of Australia and the Loan
                                              to Value Ratio in respect of that
                                              Loan must not exceed 80%;

                                    (2)       exceeding A$500,000 but not
                                              exceeding A$600,000 - the Subject
                                              Property must constitute more than
                                              one property each being within the
                                              metropolitan areas or regional
                                              centres of Australia and the Loan
                                              to Value Ratio in respect of that
                                              Loan must not exceed 80%;

                           (C)      to secure a Retro Low Doc Loan, the Loan to
                                    Value Ratio in respect of that Loan must not
                                    exceed 65%;

                  (v)      the Subject Property has a completed residential
                           dwelling erected thereon;

                  (vi)     the improvements on the Subject Property are insured
                           against such risks (including fire and general
                           insurance) as the Servicer deems in its absolute
                           discretion should

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                           be the subject of insurance cover and the insurance
                           policy in respect of such cover must be endorsed with
                           the name of the Trustee as mortgagee;

                  (vii)    the Subject Property is valued by a valuer approved
                           of by the Servicer unless:

                           (A)      the Loan to Value Ratio does not exceed 80%;

                           (B)      the Loan Amount does not exceed:

                                    (1)       A$250,000 when secured over a
                                              single property within the
                                              metropolitan area of Sydney;

                                    (2)       A$200,000 when secured over a
                                              single property within any other
                                              city and metropolitan areas of
                                              Australia; or

                                    (3)       A$150,000 when secured over a
                                              single property within any other
                                              areas of Australia; and

                           (C)      the predominant purpose of the Loan is the
                                    purchase of the Subject Property; and

                  (viii)   all security documents have been:

                           (A)      prepared by law firms or Title Insurers
                                    appointed by and acting for the Approved
                                    Seller and the Servicer or, where Loans are
                                    originated by the Trustee, acting for the
                                    Trustee and the Servicer; and

                           (B)      prepared in accordance with applicable
                                    Consumer Credit Legislation;

         (d)      which, together with all other Loans held by the Trustee, has
                  the following characteristics:

                  (i)      at least 90% of the aggregate Subject Property of all
                           Loans must be located in metropolitan areas of the
                           capital cities and major regional centres of
                           Australia; and

                  (ii)     not more than 15% of the aggregate Loan Amount of the
                           Loans shall comprise individual Loans each with a
                           Loan Amount exceeding A$500,000 and secured by a
                           Mortgage over a single property;

         (e)      (i)      the Approved Seller is the beneficial owner of each
                           Loan and Mortgage at the time of the equitable
                           assignment;

                  (ii)     the Trustee will be the beneficial owner of each Loan
                           and Mortgage after that assignment (free of any
                           encumbrances);

                  (iii)    the Loan and Mortgage are valid and enforceable;

                  (iv)     all applicable stamp duties have been paid on the
                           Mortgage;

                  (v)      the Loan and Mortgage will form part of the Assets of
                           the Trust;

                  (vi)     the whole of the right, title and interest of the
                           mortgagee under the Mortgage will be acquired by the
                           Trustee;

                  (vii)    the Loan has been serviced and managed in accordance
                           with the requirements of the Servicer's policy and
                           procedures manual;

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                  (viii)   the Mortgage Insurance Policy and any Title Insurance
                           Policy in relation to the Loan and the related
                           Mortgage does not restrict the assignment to the
                           Trustee;

                  (ix)     the Loan is not in Arrears over 30 days at the
                           Cut-Off Date;

                  (x)      the Loan is subject to monthly, fortnightly or weekly
                           payments which fully amortise the Loan over its term;

                  (xi)     the Loan Agreement and the Mortgage comply in all
                           material respects with all applicable laws (including
                           any Consumer Credit Legislation);

                  (xii)    the Loan Agreement and the Mortgage are assignable by
                           the Approved Seller in equity without prior consent
                           being required from, or notice of the assignment
                           needing to be given to, the mortgagor, the Obligor or
                           any other person; and

                  (xiii)   the Loan Agreement and the Mortgage have been duly
                           authorised and are in full force and effect and
                           constitute legal, valid and binding obligations of
                           the relevant Obligor and mortgagor enforceable
                           against that Obligor and mortgagor in accordance with
                           its terms and is not subject to any dispute, offset
                           or counterclaim;

         (f)      is covered by a valid, binding and enforceable Mortgage
                  Insurance Policy;

         (g)      has an Obligor (and where the Servicer so requires, a
                  guarantor) that is a natural person or a corporation;

         (h)      was approved and (if relevant) originated by the Servicer in
                  the ordinary course of its business;

         (i)      the relevant Obligor in respect of which is required to repay
                  the Loan by no later than September 2033; and

         (j)      does not require (nor does the relevant Loan Agreement
                  require) the Trustee to provide any Redraws or other advances
                  once the initial funding has been provided under the relevant
                  Loan Agreement.

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SCHEDULE 2

------------------------------------------- ------------------------------------
NAME OF LOAN                                GENERAL CHARACTERISTICS OF LOAN
------------------------------------------- ------------------------------------
Interstar "Premium" Access Account          Amortising principal and
                                            interest repayment ("P&I")
                                            loans with an interest rate
                                            variable at the discretion of
                                            the Servicer and incorporating
                                            limited "redraw" facilities
                                            that will be available to
                                            borrowers only at the sole
                                            discretion of the Servicer.
------------------------------------------- ------------------------------------
Interstar "Fix'n Float" Access Account      Amortising "P&I" loans with an
                                            interest rate fixed for a
                                            specific initial period of up
                                            to five years after which the
                                            interest rate converts to a
                                            variable rate at the discretion
                                            of the Servicer.
------------------------------------------- ------------------------------------
Interstar "IO Float" Access Account         Non-amortising loans requiring
                                            interest only repayments by the
                                            borrowers for a specific initial
                                            period of up to ten years with an
                                            interest rate variable at the
                                            discretion of the Servicer. At the
                                            expiration of the initial period the
                                            loans convert to the standard
                                            amortising "P&I" loans with an
                                            interest rate variable at the
                                            discretion of the Servicer.
------------------------------------------- ------------------------------------
Interstar "IO Fixed" Access Account         Non-amortising loans requiring
                                            interest only repayments by the
                                            borrowers for a specific initial
                                            period of up to five years with an
                                            interest rate fixed for this initial
                                            period. At the expiration of the
                                            initial period the loans convert to
                                            the standard amortising "P&I" loans
                                            with an interest rate variable at
                                            the discretion of the Servicer.
------------------------------------------- ------------------------------------
Interstar "Line of Credit" Access Account   Amortising line of credit "P&I"
                                            loans with an interest rate variable
                                            at the discretion of the Servicer,
                                            and incorporating facilities that
                                            allow borrowers to:

                                            (a)   draw funds up to a
                                                  predetermined amortising
                                                  limit;
                                            (b)   repay some or all of those
                                                  funds; and
                                            (c)   redraw those funds again up to
                                                  the then-current amortised
                                                  limit subject always to such
                                                  right to redraw funds being at
                                                  the absolute discretion of the
                                                  Servicer,

                                            during the life of the loan
                                            facility.
------------------------------------------- ------------------------------------

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------------------------------------------- ------------------------------------
NAME OF LOAN                                GENERAL CHARACTERISTICS OF LOAN
------------------------------------------- ------------------------------------
Interstar "Split" Access Account            A combined facility which:
                                            (a)   as to a specified dollar
                                                  proportion of the facility has
                                                  the general characteristics of
                                                  one type of Loan as referred
                                                  to above; and
                                            (b)   as to the remaining dollar
                                                  proportion of the facility has
                                                  the general characteristics of
                                                  another type of Loan as
                                                  referred to above.
------------------------------------------- ------------------------------------


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SERIES NOTICE                                      [ALLENS ARTHUR ROBINSON LOGO]

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EXECUTED as a deed.


Each attorney executing this deed states that he or she has no notice of
revocation or suspension of his or her power of attorney.


TRUSTEE


SIGNED SEALED AND DELIVERED for PERPETUAL
TRUSTEES VICTORIA LIMITED by its attorney in the
presence of:



------------------------------------     ---------------------------------------
Witness Signature                        Attorney Signature



------------------------------------     ---------------------------------------
Print Name                               Print Name


TRUST MANAGER


SIGNED SEALED AND DELIVERED for INTERSTAR
SECURITISATION MANAGEMENT PTY LIMITED by its
attorney in the presence of:



------------------------------------     ---------------------------------------
Witness Signature                        Attorney Signature



------------------------------------     ---------------------------------------
Print Name                               Print Name


--------------------------------------------------------------------------------
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SERIES NOTICE                                      [ALLENS ARTHUR ROBINSON LOGO]

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SERVICER


SIGNED SEALED AND DELIVERED for INTERSTAR
SECURITIES (AUSTRALIA) PTY LIMITED by its
attorney in the presence of:



------------------------------------     ---------------------------------------
Witness Signature                        Attorney Signature



------------------------------------     ---------------------------------------
Print Name                               Print Name


SECURITY TRUSTEE


SIGNED SEALED AND DELIVERED for PERPETUAL
TRUSTEE COMPANY LIMITED by its attorney in the
presence of:



------------------------------------     ---------------------------------------
Witness Signature                        Attorney Signature



------------------------------------     ---------------------------------------
Print Name                               Print Name

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SERIES NOTICE                                      [ALLENS ARTHUR ROBINSON LOGO]

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APPROVED SELLER


SIGNED SEALED AND DELIVERED for INTERSTAR
SECURITIES (AUSTRALIA) PTY LIMITED by its
attorney in the presence of:



------------------------------------     ---------------------------------------
Witness Signature                        Attorney Signature



------------------------------------     ---------------------------------------
Print Name                               Print Name


NOTE TRUSTEE, CALCULATION AGENT, PRINCIPAL PAYING AGENT AND NOTE REGISTRAR


EXECUTED AS A DEED by THE BANK OF NEW YORK in the presence of:



------------------------------------     ---------------------------------------
Witness Signature                        Attorney Signature



------------------------------------     ---------------------------------------
Print Name                               Print Name


--------------------------------------------------------------------------------
                                                                         Page 81