<PAGE>


                                                                 Note Trust Deed


                                             Perpetual Trustees Victoria Limited

                                 Interstar Securitisation Management Pty Limited

                                                            The Bank of New York

                                               Perpetual Trustee Company Limited





                                                     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 Allen Arthur Robinson





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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------



CROSS REFERENCE TABLE(1)
------------------------------------------ -------------------------------------
TRUST INDENTURE ACT SECTION                CLAUSE
------------------------------------------ -------------------------------------
310      (a)(1)                            23.6
         (a)(2)                            23.1(d)
         (a)(3)                            22.2(b)
         (a)(4)                            22.2(b)
         (a)(5)                            NA(2)
         (b)                               23.6
         (c)                               23.6, 23.1
                                           NA
------------------------------------------ -------------------------------------
311      (a)                               13
         (b)                               13
         (c)                               NA
------------------------------------------ -------------------------------------
312      (a)                               35.1, 35.2(a)
         (b)                               35.2(b)
         (c)                               35.2(c)
------------------------------------------ -------------------------------------
313      (a)                               35.3
         (b)(1)                            35.3
         (b)(2)                            NA
         (c)                               35.4
         (d)                               35.3
------------------------------------------ -------------------------------------
314      (a)(1)                            35.5
         (a)(2)                            35.5
         (a)(3)                            35.5
         (a)(4)                            11(j)
         (b)                               11(k)
         (c)                               36.1(a)
         (d)                               36.1(b)
         (e)                               36.1(c)
         (f)                               36.1(a)
------------------------------------------ -------------------------------------
315      (a)                               13.2
         (b)                               6.1(b)
         (c)                               14.2
         (d)                               34.8
         (e)                               36.2
------------------------------------------ -------------------------------------
316      (a)(1)                            36.3
         (a)(2)                            NA
         (b)                               36.4
------------------------------------------ -------------------------------------
317      (a)(1)                            6.1


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                                                                        Page (i)

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
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------------------------------------------ -------------------------------------
         (a)(2)                            NA
         (b)                               2.5
------------------------------------------ -------------------------------------
318      (a)                               36.5
------------------------------------------ -------------------------------------

NOTES:
1.       This Cross Reference Table shall not, for any purpose, be deemed to be
         part of this deed.

2.       NA means not applicable.























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                                                                       Page (ii)

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
<S>       <C>     <C>                                                                                    <C>
TABLE OF CONTENTS

1.       DEFINITIONS AND INTERPRETATION                                                                    1
         1.1      Definitions and Interpretation                                                           1
         1.2      Definitions in Master Trust Deed, Series Notice and Conditions                           2
         1.3      Interpretation                                                                           3
         1.4      Determination, statement and certificate sufficient evidence                             4
         1.5      Document or agreement                                                                    4
         1.6      Transaction Document                                                                     4
         1.7      Trustee as trustee                                                                       4
         1.8      Knowledge of Trustee                                                                     4
         1.9      Knowledge of the Note Trustee                                                            4
         1.10     Appointment of the Note Trustee                                                          5
         1.11     Commencement                                                                             5
         1.12     Opinion of Counsel                                                                       5

2.       PAYMENTS ON US$ NOTES                                                                             5
         2.1      Principal Amount                                                                         5
         2.2      Covenant to repay                                                                        5
         2.3      Deemed Payment                                                                           6
         2.4      Following Event of Default                                                               6
         2.5      Requirements of Paying Agents                                                            7
         2.6      Certification                                                                            7
         2.7      Determinations                                                                           8

3.       FORM OF, ISSUE OF AND DUTIES AND TAXES ON, US$ NOTES                                              8
         3.1      Issue of Global Notes                                                                    8
         3.2      Terms of Global Notes                                                                    8
         3.3      Issue of Definitive Notes                                                               10
         3.4      Notice of Exchange Events                                                               10
         3.5      Form of Definitive Notes                                                                10
         3.6      Stamp and Other Taxes                                                                   11
         3.7      Indemnity for non-issue                                                                 11
         3.8      Note Register and Note Registrar                                                        11
         3.9      US Tax Treatment                                                                        12

4.       COVENANT OF COMPLIANCE                                                                           13

5.       CANCELLATION OF US$ NOTES                                                                        14
         5.1      Cancellation                                                                            14
         5.2      Records                                                                                 14

6.       ENFORCEMENT                                                                                      14
         6.1      Actions following Event of Default                                                      14
         6.2      Evidence of default                                                                     15
         6.3      Restrictions on enforcement                                                             15
         6.4      Action by Noteholders                                                                   16
</TABLE>



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                                                                        Page (i)

<PAGE>


Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>     <C>        <C>                                                                                   <C>
7.       PROCEEDINGS                                                                                      16
         7.1      Acting only on direction                                                                16
         7.2      Security Trustee acting                                                                 16
         7.3      Note Trustee alone entitled to act                                                      17
         7.4      Available amounts                                                                       17
         7.5      No liability                                                                            17

8.       NOTICE OF PAYMENT                                                                                17

9.       INVESTMENT BY NOTE TRUSTEE                                                                       18

10.      PARTIAL PAYMENTS                                                                                 18

11.      COVENANTS BY THE TRUSTEE AND TRUST MANAGER                                                       18

12.      REMUNERATION OF NOTE TRUSTEE                                                                     21
         12.1     Fee                                                                                     21
         12.2     Additional Remuneration                                                                 21
         12.3     Costs, expenses                                                                         22
         12.4     Overdue rate                                                                            22
         12.5     Continuing obligation                                                                   22

13.      LIMITED RESPONSIBILITIES OF NOTE TRUSTEE                                                         23
         13.1     Limited Responsibilities                                                                23
         13.2     Examination of Documents                                                                29

14.      NOTE TRUSTEE'S LIABILITY                                                                         29
         14.1     No exemption from liability                                                             29
         14.2     Occurrence of an Event of Default                                                       30

15.      DELEGATION BY NOTE TRUSTEE                                                                       30

16.      EMPLOYMENT OF AGENT BY NOTE TRUSTEE                                                              30

17.      NOTE TRUSTEE CONTRACTING WITH TRUSTEE                                                            30

18.      WAIVER                                                                                           31

19.      AMENDMENT                                                                                        32
         19.1     Approval                                                                                32
         19.2     Extraordinary Resolution of Noteholders                                                 32
         19.3     Distribution of amendments                                                              32
         19.4     Amendments binding                                                                      33
         19.5     Conformity with TIA                                                                     33

20.      US$ NOTEHOLDERS                                                                                  33
         20.1     Absolute Owner                                                                          33
         20.2     Clearing System Certificate                                                             34

21.      CURRENCY INDEMNITY                                                                               34

22.      NEW NOTE TRUSTEES                                                                                35
         22.1     Appointment by Trustee                                                                  35
         22.2     Appointment by Note Trustee                                                             35
         22.3     Notice                                                                                  36
         22.4     Requirement for Note Trustee                                                            36
</TABLE>



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                                                                       Page (ii)

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>     <C>       <C>                                                                                   <C>
23.      NOTE TRUSTEE'S RETIREMENT AND REMOVAL                                                            36
         23.1     Removal by Trustee                                                                      36
         23.2     Removal by US$ Noteholders                                                              36
         23.3     Resignation                                                                             37
         23.4     Trust Corporation                                                                       37
         23.5     Successor to Note Trustee                                                               37
         23.6     Eligibility; Disqualification                                                           38

24.      NOTE TRUSTEE'S POWERS ADDITIONAL                                                                 38

25.      SEVERABILITY OF PROVISIONS                                                                       38

26.      NOTICES                                                                                          39
         26.1     General                                                                                 39
         26.2     Details                                                                                 39

27.      GOVERNING LAW AND JURISDICTION                                                                   40

28.      COUNTERPARTS                                                                                     41

29.      LIMITED RECOURSE                                                                                 41
         29.1     General                                                                                 41
         29.2     Liability of Trustee limited to its right of Indemnity                                  41
         29.3     Unrestricted remedies                                                                   41
         29.4     Restricted remedies                                                                     41

30.      SUCCESSOR TRUSTEE                                                                                42

31.      INDEMNITY FOR THE COST OF INDEPENDENT ADVICE                                                     42

32.      NO LIABILITY                                                                                     42

33.      INFORMATION MEMORANDUM                                                                           42

34.      NOTE TRUSTEE'S LIMITED LIABILITY                                                                 43
         34.1     Reliance on certificates                                                                43
         34.2     Note Trustee's reliance on Trust Manager or Security Trustee                            43
         34.3     Compliance with laws                                                                    44
         34.4     Reliance on experts                                                                     44
         34.5     Oversights of others                                                                    44
         34.6     Impossibility or impracticability                                                       44
         34.7     Legal and other proceedings                                                             44
         34.8     No liability except for negligence etc.                                                 45
         34.9     Further limitations on Note Trustee's liability                                         45
         34.10    Conflicts                                                                               46
         34.11    Information                                                                             47
         34.12    Investigation by Note Trustee                                                           47

35.      NOTEHOLDERS' LISTS AND REPORTS                                                                   47
         35.1     Provision of information                                                                47
         35.2     Preservation of Information; Communications to US$ Noteholders                          48
         35.3     Reports by Note Trustee                                                                 48
         35.4     Notices to US$ Noteholders; Waiver                                                      48
         35.5     Reports by Trustee                                                                      49
</TABLE>


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                                                                      Page (iii)

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
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<TABLE>
<CAPTION>

<S>     <C>       <C>                                                                                    <C>
36.      TRUST INDENTURE ACT - MISCELLANEOUS                                                              49
         36.1     Compliance Certificates and Opinions, etc                                               49
         36.2     Undertaking for Costs                                                                   51
         36.3     Exclusion of section 316                                                                51
         36.4     Unconditional Rights of US$ Noteholders to Receive Principal and Interest               52
         36.5     Conflict with Trust Indenture Act                                                       52

SCHEDULE 1                                                                                                55
         Form of Global Note - US$ Notes                                                                  55

SCHEDULE 2                                                                                                59
         Form of Definitive Note - US$ Notes                                                              59

SCHEDULE 3                                                                                                61
         Provisions for Meetings of US$ Noteholders                                                       61

SCHEDULE 4                                                                                                70
         Information to be contained in Noteholders Report                                                70

SCHEDULE 5                                                                                                71
         Terms and Conditions of US$ Notes                                                                71

</TABLE>













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                                                                       Page (iv)


<PAGE>

Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


DATE                                                2003
----------
PARTIES
----------

      1.     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);

      2.     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);

      3.     THE BANK OF NEW YORK of 101 Barclay Street, 21W, New York, New York
             10286 (the PRINCIPAL PAYING AGENT, the CALCULATION AGENT and the
             NOTE REGISTRAR and, in its capacity as trustee for the US$
             Noteholders, the NOTE TRUSTEE); and

      4.     PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) of Level 7,
             9 Castlereagh Street, Sydney, New South Wales, in its capacity as
             Security Trustee (the SECURITY TRUSTEE).

RECITALS
----------

      A      The Trustee has resolved at the direction of the Trust Manager to
             issue US$[750,000,000] Class A2 Notes, and US$[28,000,000] Class B1
             Notes to be constituted and secured in the manner provided in this
             deed and the other Transaction Documents.

      B      The Note Trustee has agreed to act as trustee for the US$
             Noteholders under this deed.


--------------------------------------------------------------------------------

IT IS AGREED as follows.

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------

1.1      DEFINITIONS AND INTERPRETATION

         The following definitions apply unless the context requires otherwise.

         CORPORATE TRUST OFFICE means the principal office of the Note Trustee
         in New York at which at any particular time its corporate trust
         business is administered, which at the date of the execution of this
         deed is 101 Barclay Street, 21W, New York, New York 10286 or at such
         other address as the Note Trustee may designate by notice to the Trust
         Manager, the US$ Noteholders and the Trustee or the principal corporate
         trust office of any successor Note Trustee.

         EVENT OF DEFAULT means, in respect of a US$ Note, any of the events
         described in Condition 9 of that US$ Note.

         EXTRAORDINARY RESOLUTION has the meaning set out in paragraph 1 of
         schedule 3.


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                                                                          Page 1

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


         MASTER TRUST DEED means the Master Trust Deed dated 2 December 1999
         between Perpetual Trustees Victoria Limited and Interstar Securities
         (Australia) Pty Limited and applying to the Trust by reason of the
         Notice of Creation of Trust between Interstar Securities (Australia)
         Pty Limited, the Trust Manager and the Trustee dated [*] 2003.

         NOTE DEPOSITORY AGREEMENT means the Note Depository Agreement dated on
         or about the date of this deed between the Trustee, the Principal
         Paying Agent and DTC.

         NOTEHOLDERS REPORT means the report to be delivered by the Trust
         Manager, on behalf of the Trustee, in accordance with clause 11(l)(i)
         containing the information set out in schedule 4.

         NOTE TRUST means the trust established in clause 1.10 of this deed.

         OFFICER'S CERTIFICATE means a certificate signed by any Authorised
         Signatory of the Trustee or the Trust Manager on behalf of the Trustee,
         under the circumstances described in, and otherwise complying with, the
         applicable requirements of section 314 of the TIA.

         OPINION OF COUNSEL means one or more written opinions of legal counsel
         who may, except as otherwise expressly provided in this deed, be
         employees of or counsel to the Trustee or the Trust Manager on behalf
         of the Trustee and who shall be satisfactory to the Trustee or the Note
         Trustee, as applicable, and which opinion or opinions shall be
         addressed to the Trustee or the Note Trustee, as applicable, and shall
         be in form and substance satisfactory to the Trustee and the Note
         Trustee, as applicable.

         SERIES NOTICE means the Series Notice dated on or about the date of
         this deed between the Trustee, the Trust Manager, Interstar Securities
         (Australia) Pty Limited, Perpetual Trustee Company Limited, the Note
         Trustee, the Principal Paying Agent and the Calculation Agent.

         TIA means the United States Trust Indenture Act of 1939, as amended.

         TRUST CORPORATION means any person:

         (a)   eligible for appointment as a trustee under an indenture to be
               qualified pursuant to the TIA, as set forth in section 310(a) of
               the TIA; and

         (b)   entitled by rules made under the Public Trustee Act 1906 of
               England to act as a custodian trustee or entitled under any other
               comparable legislation applicable to a trustee in any other
               jurisdiction to carry out the functions of a custodian trustee,

         and shall include The Bank of New York for so long as it complies with
         section 310(a) of the TIA and carries on the business of custodian
         trustee.

1.2      DEFINITIONS IN MASTER TRUST DEED, SERIES NOTICE AND CONDITIONS

         (a)   Words and expressions which are defined in the Master Trust Deed
               (as amended by the Series Notice), the Series Notice and the
               relevant Conditions (including in each case by reference to
               another agreement) have the same meanings when used in this deed
               unless the context otherwise requires or unless otherwise defined
               in this deed.

         (b)   If a definition in any of the documents in paragraph (a) above is
               inconsistent with any of the other documents in paragraph (a),
               the definitions will prevail in the following order:

               (i)  definitions in this deed;


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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
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               (ii)  definitions in the Series Notice;

               (iii) definitions in the Master Trust Deed;

               (iv)  definitions in the relevant Conditions.

         (c)   No change to the Master Trust Deed or any other document
               (including the order of payment set out in the Series Notice)
               after the date of this deed will change the meaning of terms used
               in this deed or adversely affect the rights of the Note Trustee
               or any US$ Noteholder under this deed unless the Note Trustee (or
               the relevant US$ Noteholders acting under clause 6.4, as the case
               may be) has agreed in writing to the changes under this deed.

1.3      INTERPRETATION

         (a)   Clause 1.2 of the Master Trust Deed applies to this deed as if
               set out in full and:

               (i)     a reference to an ASSET includes any real or personal,
                       present or future, tangible or intangible property or
                       asset and any right, interest, revenue or benefit in,
                       under or derived from the property or asset;

               (ii)    an Event of Default SUBSISTS until it has been waived in
                       writing by the Note Trustee;

               (iii)   a reference to an amount for which a person is
                       CONTINGENTLY LIABLE includes an amount which that person
                       may become actually or contingently liable to pay if a
                       contingency occurs, whether or not that liability will
                       actually arise; and

               (iv)    all references to costs or charges or expenses include
                       GST, any value added tax or similar tax charged or
                       chargeable in respect of the charge or expense.

         (b)   Where this deed refers to a provision of the TIA, the provision
               is incorporated by reference in and made part of this deed. The
               following terms used in the TIA have the following meanings in
               this deed.

               COMMISSION means the Securities and Exchange Commission of the
               United States of America.

               INDENTURE SECURITIES means the US$ Notes.

               INDENTURE SECURITY HOLDER means a US$ Noteholder.

               INDENTURE TO BE QUALIFIED means the Note Trust Deed.

               INDENTURE TRUSTEE or INSTITUTIONAL TRUSTEE means the Note
               Trustee.

               OBLIGOR on the indenture securities means the Trustee.

               Any other term which is used in this deed in respect of a section
               or provision of the TIA and which is defined in the TIA, defined
               in the TIA by reference to another statute or defined by or in
               any rule of or issued by the Commission, will have the meaning
               assigned to them by such definitions.

--------------------------------------------------------------------------------
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--------------------------------------------------------------------------------


1.4      DETERMINATION, STATEMENT AND CERTIFICATE SUFFICIENT EVIDENCE

         Except where otherwise provided in this deed any determination,
         statement or certificate by the Note Trustee or an Authorised Signatory
         of the Note Trustee provided for in this deed is sufficient evidence of
         each thing determined, stated or certified until proven wrong.

1.5      DOCUMENT OR AGREEMENT

         A reference to:

         (a)   an AGREEMENT includes a Security Interest, guarantee,
               undertaking, deed, agreement or legally enforceable arrangement
               whether or not in writing; and

         (b)   a DOCUMENT includes an agreement (as so defined) in writing or a
               certificate, notice, instrument or document.

         A reference to a specific agreement or document includes it as amended,
         novated, supplemented or replaced from time to time, except to the
         extent prohibited by this deed.

1.6      TRANSACTION DOCUMENT

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

1.7      TRUSTEE AS TRUSTEE

         In this deed, except where provided to the contrary:

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

         (b)   a reference to the assets, business, property or undertaking of
               the Trustee is a reference to the assets, business, property or
               undertaking of the Trustee only in the capacity described in
               paragraph (a) above.

1.8      KNOWLEDGE OF TRUSTEE

         In relation to the Trust, the Trustee will be considered to have
         knowledge or notice of or be aware of any matter or thing if the
         Trustee has knowledge, notice or awareness of that matter or thing by
         virtue of the actual notice or awareness of the officers or employees
         of the Trustee who have day to day responsibility for the
         administration of the Trust.

1.9      KNOWLEDGE OF THE NOTE TRUSTEE

         The Note Trustee will only be considered to have knowledge or notice of
         or be aware of any matter or thing if the Note Trustee has knowledge,
         notice or awareness of that matter or thing by virtue of the actual
         notice or awareness of the officers or employees of the Note Trustee
         who have day to day responsibility for the administration of the Note
         Trust.

1.10     APPOINTMENT OF THE NOTE TRUSTEE

         Upon execution of this deed by the Note Trustee, the Note Trustee:

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


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                                                                          Page 4

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


         (b)   acknowledges and declares that it:

               (i)    holds the sum of US$10.00 received on the date of this
                      deed; and

               (ii)   will hold the benefit of the obligations of the Trustee
                      under this deed,

         in each case, on trust for each US$ Noteholder, in accordance with the
         terms and conditions of this deed. If the Note Issue Date has not
         occurred within 30 days of the Note Trustee executing this deed, the
         trust constituted under this clause 1.10 will cease.

1.11     COMMENCEMENT

         (a)   This clause 1, clause 27 and clause 34.7 commence upon execution
               of this deed by the Note Trustee.

         (b)   Subject to paragraph (a), this deed commences and will take
               effect on the Note Issue Date.

1.12     OPINION OF COUNSEL

         For the purposes of this deed, the Trustee and the Note Trustee may
         where necessary seek, and rely conclusively on, any Opinion of Counsel
         on any matters relating to or connected with the TIA. Where the Trustee
         or the Note Trustee elects to seek and has sought the Opinion of
         Counsel it shall not be required to take any action under this deed
         unless and until it has received such an Opinion of Counsel. The cost
         of any such Opinion of Counsel will be an EXPENSE of the Trustee in
         relation to the Trust.


2.       PAYMENTS ON US$ NOTES
--------------------------------------------------------------------------------

2.1      PRINCIPAL AMOUNT

         Subject to clause 2.3:

         (a)   the aggregate Principal Amount of the Class A2 Notes is limited
               to US$[750,000,000]; and

         (b)   the aggregate Principal Amount of the Class B1 Notes is limited
               to US$[28,000,000].

2.2      COVENANT TO REPAY

         (a)   The Trustee covenants with the Note Trustee that the Trustee
               will, in accordance with the terms of the US$ Notes (including
               the relevant Conditions) and the Transaction Documents (and
               subject to the terms of the Transaction Documents and the
               relevant Conditions, including clause 29 of this deed and
               relevant Condition 6) at the direction of the Trust Manager on:

               (i)    the Maturity Date; or

               (ii)   each earlier date as the US$ Notes, or any of them, may
                      become repayable (whether in full or in part),

               pay or procure to be paid unconditionally in accordance with this
               deed to or to the order of the Note Trustee in US$ in New York
               City in same day funds the Principal Amount of each Class of US$
               Notes repayable or, in the case of a partial payment of the US$
               Notes, the


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                                                                          Page 5


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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


               Principal Payment repayable, subject to and in accordance with
               the terms of the US$ Notes (including the relevant Conditions).

         (b)   Subject to clause 2.3 and to the terms of the US$ Notes
               (including the relevant Conditions and the Transaction Documents
               (including clause 29 of this deed)), the Trustee shall, at the
               direction of the Trust Manager, pay or procure to be paid
               unconditionally to or to the order of the Note Trustee:

               (i)    any interest (both before and after any judgment or other
                      order of a court of competent jurisdiction), at the
                      respective rates calculated from time to time, in
                      accordance with and on the dates provided for in the
                      relevant Conditions; and

               (ii)   principal payable at the times and in the amounts provided
                      for in accordance with the relevant Conditions.

         (c)   The Note Trustee shall hold the benefit of the covenant in this
               clause 2.2, the covenants in clause 11, and all other rights of
               the US$ Noteholders under the US$ Notes, on trust for the benefit
               of the US$ Noteholders.

2.3      DEEMED PAYMENT

         Any payment of principal or interest in respect of US$ Notes to or to
         the account of the Principal Paying Agent in the manner provided in
         clause 3 of the Agency Agreement shall satisfy the covenant in relation
         to the US$ Notes by the Trustee in this clause 2 to the extent of that
         payment.

2.4      FOLLOWING EVENT OF DEFAULT

         At any time after an Event of Default in respect of the US$ Notes has
         occurred, or at any time after Definitive Notes have not been issued
         when so required in accordance with the relevant Conditions, the Note
         Trustee may:

         (a)   by notice in writing to the Trustee, the Trust Manager, the
               Principal Paying Agent, the other Paying Agents (if any) and the
               Calculation Agent require the Principal Paying Agent, the other
               Paying Agents and the Calculation Agent under the Agency
               Agreement either:

               (i)    (A)       to act as Principal Paying Agent, Paying
                                Agents and Calculation Agent respectively of
                                the Note Trustee in relation to payments to
                                be made by or on behalf of the Note Trustee
                                under the provisions of this deed on the
                                terms of the Agency Agreement except that the
                                Note Trustee's liability under any provisions
                                of the Agency Agreement for the
                                indemnification of the Paying Agents and
                                Calculation Agent shall be limited to any
                                amount for the time being held by the Note
                                Trustee on the trusts of this deed and which
                                is available to be applied by the Note
                                Trustee under this deed; and

                      (B)       hold all Definitive Notes and all amounts,
                                documents and records held by them in respect
                                of the US$ Notes to the order of the Note
                                Trustee; or

              (ii)    to deliver up all Definitive Notes and all amounts,
                      documents and records held by them in respect of the US$
                      Notes, to the Note Trustee or as the Note Trustee shall
                      direct in that notice, other than any documents or records
                      which the relevant


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                                                                          Page 6

<PAGE>


Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


                      Paying Agent or Calculation Agent is obliged not to
                      release by any law or regulation; and

         (b)   by notice in writing to the Trustee require it to make all
               subsequent payments in respect of the US$ Notes to or to the
               order of the Note Trustee and not to the Principal Paying Agent
               and, with effect from the issue of that notice to the Trustee and
               until that notice is withdrawn, clause 2.3 shall not apply.

         A payment by the Trustee of its payment obligations on each Payment
         Date under the Series Notice and the relevant Conditions to the Note
         Trustee in accordance with paragraph (b) above shall be a good
         discharge to the Trustee to the extent of such payment.

2.5      REQUIREMENTS OF PAYING AGENTS

         The Trust Manager on behalf of the Trustee will cause each Paying Agent
         to execute and deliver to the Note Trustee an instrument in which that
         Paying Agent shall agree with the Note Trustee, subject to the
         provisions of this clause, that such Paying Agent shall:

         (a)   hold on trust for the Note Trustee and the US$ Noteholders all
               sums held by that Paying Agent for the payment of principal and
               interest with respect to the US$ Notes until all relevant sums
               are paid to the Note Trustee or the US$ Noteholders or otherwise
               disposed of as provided in this deed; and

         (b)   immediately notify by telex or facsimile the Note Trustee, the
               Trustee, the Security Trustee and the Trust Manager if the full
               amount of any payment of principal or interest required to be
               made by the Series Notice and the relevant Conditions in respect
               of the US$ Notes is not unconditionally received by it or to its
               order in accordance with the Agency Agreement.

2.6      CERTIFICATION

         For the purposes of any redemption of US$ Notes under the relevant
         Condition 5, the Note Trustee may rely upon an Officer's Certificate of
         the Trust Manager certifying that the Trustee will be in a position to
         discharge all its liabilities in respect of the relevant US$ Notes and
         any amounts required under the Security Trust Deed to be paid in
         priority to or pari passu with those US$ Notes and such certificate
         shall be conclusive and binding on the Trustee, the Note Trustee and
         the holders of those US$ Notes. The Note Trustee shall not incur any
         liability as a result of relying on such certificate or such
         certificate subsequently being considered invalid.

2.7      DETERMINATIONS

         If the Trust Manager does not at any time for any reason determine a
         Principal Payment or the Principal Amount applicable to any US$ Notes
         in accordance with the relevant Condition 5(e), the Principal Payment
         or Principal Amount must be determined by the Calculation Agent in
         accordance with the relevant Condition 5(e)(iii) (provided that it has
         the relevant information in its possession to do so) and each such
         determination or calculation shall be deemed to have been made by the
         Trust Manager.


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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
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3.       FORM OF, ISSUE OF AND DUTIES AND TAXES ON, US$ NOTES
--------------------------------------------------------------------------------

3.1      ISSUE OF GLOBAL NOTES

         (a)   The Class A2 Notes shall on initial issue be represented by a
               Class A2 Global Note.

         (b)   The Class B1 Notes shall on initial issue be represented by a
               Class B1 Global Note.

         (c)   The Trustee shall on the date of this deed procure the
               registration in the Note Register of Cede & Co, as nominee for
               the relevant Clearing Agency, as holder of each Global Note for
               US$ Notes, and no Note Owner for US$ Notes will receive a
               Definitive Note representing such Note Owner's interest in such
               Note except as provided in clause 3.3.

3.2      TERMS OF GLOBAL NOTES

         (a)   Each Global Note for US$ Notes will be issued in the form or
               substantially the form set out in schedule 1.

         (b)   The procedures relating to the exchange, authentication,
               delivery, surrender, cancellation, presentation, marking up or
               down of a Global Note (or part of a Global Note) and any other
               matters to be carried out by the relevant parties upon exchange
               (in whole or part) of any Global Note shall be made in accordance
               with the provisions of the terms of that Global Note and the
               normal practice of the relevant Common Depository, the Principal
               Paying Agent, and the rules and procedures of the relevant
               Clearing Agency from time to time.

         (c)   (i)    The Class A2 Global Notes shall be issued in an aggregate
                      Principal Amount of US$[750,000,000].

               (ii)   The Class B1 Global Notes shall be issued in an aggregate
                      Principal Amount of US$[28,000,000].

         (d)   A Global Note for US$ Notes registered in accordance with clause
               3.1(d) shall be a binding and valid obligation of the Trustee.
               Until such Global Note (or part of that Global Note) has been
               exchanged pursuant to this deed, it (or that part) shall in all
               respects be entitled to the same benefits as a Definitive Note
               (subject to its terms). Each Global Note shall be subject to this
               deed.

         (e)   The Trustee shall, at the direction of the Trust Manager, procure
               that, prior to the issue and delivery of a Global Note, that
               Global Note will be authenticated manually or by facsimile by an
               Authorised Signatory of the Principal Paying Agent and no Global
               Note shall be valid for any purpose unless and until so
               authenticated. Each Global Note must be signed manually or by
               facsimile by an Authorised Signatory or attorney of the Trustee
               on behalf of the Trustee and must be authenticated manually or by
               facsimile by the Principal Paying Agent.

         (f)   Whenever a notice or other communication to the US$ Noteholders
               is required under this deed to be given by the Note Trustee,
               unless and until Definitive Notes have been issued to the Note
               Owners pursuant to clause 3.3, the Note Trustee shall give all
               such notices and communications specified herein to be given to
               the US$ Noteholders to the relevant Clearing Agency, and shall
               have no obligation to the Note Owners in respect of the same.


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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


         (g)   Unless and until the Definitive Notes have been issued to the
               Note Owners pursuant to clause 3.3:

               (i)    the provisions of this clause shall be in full force and
                      effect;

               (ii)   the Note Registrar, the Trustee, the Trust Manager, each
                      Paying Agent and the Note Trustee shall be entitled to
                      deal with the relevant Clearing Agency for all purposes of
                      this deed (including the payment of principal of and
                      interest on the US$ Notes and the giving of instructions
                      or directions hereunder) as the sole holder of the US$
                      Notes, and shall have no obligation to any Note Owners;

               (iii)  to the extent that the provisions of this clause conflict
                      with any other provisions of this deed, the provisions of
                      this clause shall prevail;

               (iv)   the rights of Note Owners shall be exercised only through
                      the relevant Clearing Agency and shall be limited to those
                      established by law and agreements between such Note Owners
                      and the relevant Clearing Agency and/or the relevant
                      Clearing Agency Participants. Pursuant to the Note
                      Depository Agreement, unless and until Definitive Notes
                      are issued in respect of the US$ Notes pursuant to clause
                      3.3(a), the relevant initial Clearing Agency will make
                      book-entry transfers among the relevant Clearing Agency
                      Participants and receive and transmit payments of
                      principal and interest on the US$ Notes to such Clearing
                      Agency Participants; and

               (v)    whenever this deed requires or permits actions to be taken
                      based upon instructions or directions of Note Owners
                      evidencing a specific percentage of the Principal Amounts
                      of all or a Class of US$ Notes, the relevant Clearing
                      Agency shall be deemed to represent such percentage only
                      to the extent that it has received instructions to such
                      effect from the Note Owners and/or relevant Clearing
                      Agency Participants owning or representing, respectively,
                      such required percentage of the beneficial interest in all
                      or the relevant Class of US$ Notes and has delivered such
                      instructions to the Principal Paying Agent.

3.3      ISSUE OF DEFINITIVE NOTES

         If at any time the US$ Notes are represented by Global Notes and:

         (a)   the Principal Paying Agent advises the Trust Manager in writing
               that DTC is no longer willing or able to discharge properly its
               responsibilities as depository for the US$ Notes and the Trust
               Manger is unable to locate a qualified successor; or

         (b)   the Trustee, at the direction of the Trust Manager, advises the
               Principal Paying Agent in writing that it has elected to
               terminate the book-entry system through DTC; or

         (c)   after the occurrence of an Event of Default, the Note Trustee, at
               the written direction of Noteholders holding a majority of the
               outstanding Principal Amount of the US$ Notes, advises the
               Trustee and the Principal Paying Agent that the continuation of a
               book-entry system is no longer in the best interests of the US$
               Noteholders,

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                                                                          Page 9

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
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         then the Trust Manager must direct the Trustee to, and the Trustee must
         (at its expense), within 30 days of becoming aware of the occurrence of
         the relevant event, issue Definitive Notes in exchange for the whole of
         the outstanding interest in each Global Note for US$ Notes.

3.4      NOTICE OF EXCHANGE EVENTS

         (a)   The Trustee or the Trust Manager shall notify the Note Trustee
               forthwith if the Trustee or the Trust Manager (as the case may
               be) becomes actually aware of any of the events referred to in
               clause 3.3 and shall, unless the Note Trustee agrees otherwise,
               promptly give notice of the event and of the Trustee's obligation
               to issue Definitive Notes under clause 3.3 to the relevant Note
               Owners in accordance with the relevant Condition 12.

         (b)   The Note Trustee shall notify the Trustee and the Trust Manager
               forthwith if the Note Trustee becomes actually aware of any of
               the events referred to in clause 3.3.

3.5      FORM OF DEFINITIVE NOTES

         (a)   Each Definitive Note for US$ Notes will be issued in the form or
               substantially the form set out in schedule 2.

         (b)   The Definitive Notes for US$ Notes shall be issued in minimum
               denominations of US$100,000 and integral multiples of US$1,000 in
               excess thereof each (serially numbered) and shall be issued on
               the terms of the relevant Conditions.

         (c)   Title to Definitive Notes for US$ Notes shall pass by
               registration in accordance with the Master Trust Deed and this
               deed.

         (d)   Definitive Notes shall be signed manually or in facsimile by an
               Authorised Signatory or an attorney of the Trustee. The Trustee
               may use the facsimile signature of any person who at the date of
               printing of Definitive Notes is an Authorised Signatory of the
               Trustee notwithstanding that at the time of issue of any
               Definitive Notes that person has ceased for any reason to be an
               Authorised Signatory of the Trustee and Definitive Notes so
               executed shall be binding and valid obligations of the Trustee.
               The Trustee shall procure that an Authorised Signatory of the
               Principal Paying Agent authenticates each Definitive Note. No
               Definitive Note relating to it shall be valid for any purpose
               unless and until so authenticated.

3.6      STAMP AND OTHER TAXES

         The Trustee will pay any stamp and other duties and Taxes payable in
         Australia, the United Kingdom or the United States on or in connection
         with:

         (a)   the execution of the Transaction Documents;

         (b)   the constitution and original issue and delivery of the US$
               Notes; and

         (c)   any action taken by the Note Trustee or (where permitted under
               this deed so to do), a Clearing Agency or any Note Owner to
               enforce the provisions of the US$ Notes or the Transaction
               Documents; and

         (d)   the creation of the security constituted under the Security Trust
               Deed.


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                                                                         Page 10

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


3.7      INDEMNITY FOR NON-ISSUE

         If the Trustee is required to issue, or procure the issue of,
         Definitive Notes in respect of any US$ Notes following an event
         specified in clause 3.3(b) but fails to do so within 30 days of the
         Trustee or the Trust Manager becoming actually aware of the occurrence
         of the relevant event then the Trustee shall (subject to clause 29 of
         this deed) indemnify the Note Trustee, the relevant US$ Noteholders and
         the Note Owners and keep them indemnified against any loss or damage
         incurred by any of them if the amount received by the Note Trustee, the
         relevant US$ Noteholders or the Note Owners is less than the amount
         that would have been received had Definitive Notes been issued within
         the 30 days referred to above. If and for so long as the Trustee
         discharges its obligations under this indemnity, the breach by the
         Trustee of the provisions of clause 3.3(b) shall be deemed to be cured.
         The Trust Manager must promptly advise the Trustee if it becomes
         actually aware of the occurrence of the relevant event.

3.8      NOTE REGISTER AND NOTE REGISTRAR

         (a)   The Note Registrar, on behalf of the Trustee, shall keep or cause
               to be kept the Note Register in which, subject to such reasonable
               regulations as it may prescribe, the Note Registrar, on behalf of
               the Trustee, shall provide for the registration of the US$ Notes
               and the registration of transfers of US$ Notes. The Note
               Registrar will be responsible for registering US$ Notes and
               transfers of US$ Notes as provided in this deed and the Agency
               Agreement. The Trustee may appoint another person as Note
               Registrar in accordance with the Agency Agreement.

         (b)   Upon surrender for registration of the transfer of any US$ Note
               at the office or agency of the Trustee to be maintained as
               provided in clause 11(e), if the requirements of Section 8-401(a)
               of the Uniform Commercial Code of New York (the UCC) are met the
               Trustee must execute and upon its written request the Principal
               Paying Agent must authenticate and the US$ Noteholder shall
               obtain from the Note Trustee, in the name of the designated
               transferee or transferees, one or more new US$ Notes, in any
               authorised denominations and of a like aggregate principal
               amount.

         (c)   At the option of the US$ Noteholders, US$ Notes may be exchanged
               for other US$ Notes in any authorised denominations and a like
               aggregate principal amount, upon surrender of the US$ Notes to be
               exchanged at any such office or agency referred to in paragraph
               (b) above. Whenever any US$ Notes are so surrendered for
               exchange, if the requirements of Section 8-401(a) of the UCC are
               met the Trustee must execute and upon its written request the
               Principal Paying Agent must authenticate and the US$ Noteholder
               shall obtain from the Note Trustee, the US$ Notes which the US$
               Noteholder making the exchange is entitled to receive.

         (d)   Every US$ Note presented or surrendered for registration of
               transfer or exchange shall be:

               (i)    duly endorsed by, or be accompanied by a written
                      instrument of transfer in a form satisfactory to the Note
                      Registrar duly executed by the transferring US$ Noteholder
                      or its attorney duly authorised in writing, with such
                      signature guaranteed by an "eligible guarantor
                      institution" meeting the requirements of the Note
                      Registrar which requirements include membership or
                      participation of

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                                                                         Page 11

<PAGE>


                      Securities Transfer Agents Medallion Program (STAMP) or
                      such other "signature guarantee program" as may be
                      determined by the Note Registrar in addition to, or in
                      substitution for, Stamp, all in accordance with the
                      Exchange Act; and

               (ii)   accompanied by such other documents as the Note Registrar
                      may require.

         (e)   No service charge shall be made to a US$ Noteholder for any
               registration of transfer or exchange of US$ Notes, but the
               Trustee may require payment of a sum sufficient to cover any tax
               or other governmental charge that may be imposed in connection
               with any registration of transfer or exchange of US$ Notes.

         (f)   Notwithstanding the preceding provisions of this clause, the
               Trustee shall not be required to make and the Note Registrar need
               not register transfers or exchanges of US$ Notes selected for
               redemption or of any US$ Note for a period of 10 days preceding
               the due date for any payment with respect to the US$ Note.

3.9      US TAX TREATMENT

         It is the intention of the parties to this deed and, by their holding
         of the US$ Notes, the US$ Noteholders, that the US$ Notes be treated
         for United States federal income tax purposes as debt denominated in US
         dollars. To the extent that the US$ Notes are not treated, for United
         States federal income tax purposes as debts denominated in US dollars,
         the Note Trustee, by entering into this deed and each US$ Noteholder,
         by its acceptance of its US$ Note hereby identify the US$ Noteholder's
         interest in:

         (a)   the Class A2 A$ Equivalent of the Principal Amount of the
               relevant Class A2 Notes (the CLASS A PRINCIPAL AMOUNT) and the
               Class A2 A$ Interest Amount payable with respect to those Class
               A2 Notes (the CLASS A INTEREST, and together with the Class A
               Principal Amount, the CLASS A HYPOTHETICAL A$ SECURITY);

         (b)   the Class B1 A$ Equivalent of the Principal Amount of the
               relevant Class B1 Notes (the CLASS B PRINCIPAL AMOUNT) and the
               Class B1 A$ Interest Amount payable with respect to those Class
               B1 Notes (the CLASS B INTEREST, and together with the Class B
               Principal Amount, the CLASS B HYPOTHETICAL A$ SECURITY); and

         (c)   each related Currency Swap,

         for the purposes of Code Section 988(d)(2)(B) and Treasury regulation
         section 1.988-5(a)(8) as a "qualified hedging transaction" as defined
         in Treasury regulation section 1.988-5(a)(1). For such purposes:

               (i)    each of the Class A Hypothetical A$ Security and the Class
                      B Hypothetical A$ Security represents a qualifying debt
                      instrument and each related Currency Swap, a hedge;

               (ii)   each qualifying debt instrument and each hedge were
                      acquired and entered into, respectively, as of the Note
                      Issue Date (or, in the case of any subsequent acquisition
                      of a US$ Note, as of the date of such subsequent
                      acquisition);

               (iii)  each qualifying debt instrument and each hedge are hereby
                      identified as constituting a qualified hedging
                      transaction;


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                                                                         Page 12

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


               (iv)   no amount must be deferred by reason of legging into
                      integrated treatment;

               (v)    each qualified debt instrument is described by the
                      definitions of Class A Principal Amount and Class A
                      Interest or Class B Principal Amount and Class B Interest
                      (as the case may be) and the definitions relating thereto
                      applying in this deed, and each hedge is described by the
                      definition of Currency Swap applying in this deed; and

               (vi)   the cash flow resulting from the treatment of each
                      qualifying debt instrument and each hedge as a qualified
                      hedging transaction is the US dollar cash flow that is
                      payable under the terms of the US$ Notes.


4.       COVENANT OF COMPLIANCE
--------------------------------------------------------------------------------

         Each of the Trustee and the Trust Manager covenants with the Note
         Trustee that it will comply with and perform and observe all provisions
         of the Transaction Documents which are expressed to be binding on it
         for the benefit of the Note Trustee or any US$ Noteholder. The
         Transaction Documents to which the Trustee and the Note Trustee are a
         party and the relevant Conditions shall be binding on the Trustee, the
         Note Trustee and the US$ Noteholders. The Note Trustee (or the US$
         Noteholders, under clause 6.4, as the case may be) is entitled to
         enforce the obligations of the Trustee under the US$ Notes and the
         relevant Conditions as if the same were set out and contained in this
         deed (which shall be read and construed as one document with the US$
         Notes). The provisions contained in schedule 3 shall have effect as if
         set out in this deed.


5.       CANCELLATION OF US$ NOTES
--------------------------------------------------------------------------------

5.1      CANCELLATION

         The Trustee shall procure that all US$ Notes:

         (a)   which have been redeemed in full; or

         (b)   in the case of any Definitive Note, which, being mutilated or
               defaced, have been surrendered and replaced under the relevant
               Condition 11,

         shall forthwith be cancelled by or on behalf of the Trustee.

5.2      RECORDS

         The Trustee shall procure that:

         (a)   the Principal Paying Agent keeps a full and complete record of
               all US$ Notes and of their redemption, payment, exchange or
               cancellation (as the case may be) and of all replacement US$
               Notes, issued in substitution for lost, stolen, mutilated,
               defaced or destroyed Definitive Notes; and

         (b)   such records shall be made available to the Note Trustee on
               reasonable notice and during business hours promptly following
               the Note Trustee's request for the same.


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                                                                         Page 13

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


6.       ENFORCEMENT
--------------------------------------------------------------------------------

6.1      ACTIONS FOLLOWING EVENT OF DEFAULT

         (a)   At any time while an Event of Default is subsisting the Note
               Trustee may (subject to the Security Trust Deed, to clauses 6.3
               and 7, and to the relevant Conditions 9 and 10) at its discretion
               and without further notice and must, if so directed or requested
               under clause 7.1, take any action available to it to direct the
               Security Trustee to:

               (i)    institute any proceedings against the Trustee and/or the
                      Trust Manager which are permitted under the Transaction
                      Documents;

               (ii)   enforce the security created under the Security Trust
                      Deed; and

               (iii)  enforce repayment of the US$ Notes together with accrued
                      interest and any other moneys payable to the Note Trustee
                      or the US$ Noteholders under the Transaction Documents.

         (b)   The Note Trustee must, within 90 days of becoming aware of the
               occurrence of an Event of Default, notify each US$ Noteholder of
               the occurrence of that Event of Default unless:

               (i)    the Event of Default is not an Event of Default under
                      clause 8.1(a) of the Security Trust Deed; and

               (ii)   it determines (and only for so long as it so determines)
                      in good faith that withholding such notice is in the
                      interests of the US$ Noteholders.

6.2      EVIDENCE OF DEFAULT

         If the Security Trustee or the Note Trustee takes any action against
         the Trustee to enforce any of the provisions of any US$ Notes, or this
         deed, proof that as regards any US$ Note, the Trustee has not paid any
         principal or interest due in respect of that US$ Note shall (unless the
         contrary is proved) be sufficient evidence that the Trustee has not
         paid that principal or interest on all other US$ Notes in respect of
         which the relevant payment is then due.

6.3      RESTRICTIONS ON ENFORCEMENT

         (a)   If any of the US$ Notes remain outstanding and are due and
               payable otherwise than by reason of a default in payment of any
               amount due on the US$ Notes, the Note Trustee must not vote under
               the Security Trust Deed to, or otherwise direct the Security
               Trustee to, dispose of the Mortgaged Property (as defined in the
               Security Trust Deed) unless either:

               (i)    the Note Trustee is of the opinion, reached after
                      considering at any time and from time to time the advice
                      of a merchant bank or other financial institution selected
                      by the Note Trustee in its absolute discretion (the cost
                      of which advice the Trustee indemnifies the Note Trustee)
                      that a sufficient amount would be realised to discharge in
                      full all amounts owing to the US$ Noteholders and any
                      other amounts payable by the Trustee ranking in priority
                      to or pari passu with the US$ Notes; or

               (ii)   the Note Trustee is of the opinion, reached after
                      considering at any time and from time to time the advice
                      of a merchant bank or other financial adviser selected by
                      the Note Trustee in its sole and absolute discretion (the
                      cost of which advice the


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                                                                         Page 14

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------

                      Trustee indemnifies the Note Trustee), that the cash flow
                      receivable by the Trustee (or the Security Trustee under
                      the Security Trust Deed) will not (or that there is a
                      significant risk that it will not) be sufficient, having
                      regard to any other relevant actual, contingent or
                      prospective liabilities of the Trustee, to discharge in
                      full in due course all the amounts referred to in
                      paragraph (i) relating to the Trust.

         (b)   Neither the Note Trustee (except in the case of negligence, fraud
               or wilful default by it) nor the Security Trustee (except in the
               case of negligence, fraud or wilful default by it) will be liable
               for any decline in the value, nor any loss realised upon any sale
               or other dispositions made under the Security Trust Deed, of any
               Mortgaged Property or any other property which is charged to the
               Security Trustee by any other person in respect of or relating to
               the obligations of the Trustee or any third party in respect of
               the Trustee or the US$ Notes or relating in any way to the
               Mortgaged Property. Without limitation, neither the Note Trustee
               nor the Security Trustee shall be liable for any such decline or
               loss directly or indirectly arising from its acting, or failing
               to act, as a consequence of an opinion reached by it in good
               faith based on advice received by it in accordance with paragraph
               (a).

6.4      ACTION BY NOTEHOLDERS

         Notwithstanding any other provision of this deed, if the Note Trustee,
         having become bound to take steps and/or proceed under clause 6.1
         and/or the Security Trust Deed, fails to do so within a reasonable time
         and such failure is continuing, the US$ Noteholders may proceed
         directly against the Trustee but then only if and to the extent the US$
         Noteholders are able to do so under the Transaction Documents.


7.       PROCEEDINGS
--------------------------------------------------------------------------------
7.1      ACTING ONLY ON DIRECTION

         The Note Trustee shall not be bound to vote under the Security Trust
         Deed, or otherwise direct the Security Trustee under the Security Trust
         Deed, or take any proceedings, actions or steps under, or any other
         proceedings pursuant to or in connection with, the Security Trust Deed,
         this deed, any US$ Notes, unless directed or requested to do so:

         (a)   by an Extraordinary Resolution of the relevant Class of US$
               Noteholders, as appropriate; or

         (b)   in writing by the holders of at least 75% of the aggregate
               Principal Amount of the relevant Class of US$ Noteholders, as
               appropriate,

         and then only if the Note Trustee is indemnified to its satisfaction
         against all action, proceedings, claims and demands to which it may
         render itself liable and all costs, charges, damages and expenses which
         it may incur by so doing.

         If an Extraordinary Resolution of Voting Mortgagees (as defined in the
         Security Trust Deed) elects not to direct the Security Trustee to
         enforce the Security Trust Deed, in circumstances where the Security
         Trustee could enforce, the Note Trustee must, at the direction in
         accordance with (a) and/or (b) above of the US$ Noteholders, direct the
         Security Trustee to enforce the Security Trust Deed on behalf of the
         Noteholders.


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                                                                         Page 15

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


7.2      SECURITY TRUSTEE ACTING

         Only the Security Trustee may enforce the provisions of the Security
         Trust Deed and neither the Note Trustee nor any US$ Noteholder is
         entitled to proceed directly against the Trustee to enforce the
         performance of any of the provisions of the Security Trust Deed or the
         US$ Notes (including the relevant Conditions), provided that if the
         Security Trustee having become bound to take steps and/or to proceed
         under the Security Trust Deed, fails to do so within a reasonable time
         and such failure is continuing, the Note Trustee and/or US$ Noteholders
         may proceed directly against the Trustee but then only if and to the
         extent the US$ Noteholders are able to do so under the Transaction
         Documents. The Security Trustee shall comply with all directions given
         to it by the Note Trustee pursuant to any power to give directions
         granted to the Note Trustee pursuant to this deed or to the Security
         Trust Deed provided that the Security Trustee has the power under the
         Security Trust Deed to take the action contemplated by the direction,
         and the Security Trustee shall not be liable for any direct and
         indirect costs, expenses, losses, damages, liabilities or actions
         arising or resulting from any action or conduct undertaken or not taken
         by the Security Trustee or its officers, employees or agents including
         as a consequence of following those directions.

7.3      NOTE TRUSTEE ALONE ENTITLED TO ACT

         Subject to clauses 36.4, 6.4 and 7.2, only the Note Trustee may:

         (a)   direct the Security Trustee to enforce or not to enforce the
               Security Trust Deed; or

         (b)   enforce the provisions of this deed, the US$ Notes (including the
               relevant Conditions),

         and no US$ Noteholder is entitled to take any of the above actions or
         to proceed directly against the Trustee to enforce the performance of
         any of the provisions of this deed or the US$ Notes (including the
         relevant Conditions).

7.4      AVAILABLE AMOUNTS

         For the purpose of Condition 5(f) the Note Trustee shall not be
         satisfied that the Trustee will be in a position to discharge the
         liabilities referred in their relevant Conditions unless, either:

         (a)   the Trustee will have available to it sufficient cash in the
               Collection Account and sufficient Authorised Investments which
               will mature on or before the relevant Payment Date after making
               any other payments or provisions having priority in order of
               application under the applicable provisions of the Security Trust
               Deed; or

         (b)   the Trustee has entered into a legally binding contract with an
               entity either whose long term unsecured and unguaranteed debt is
               rated AA- by S&P and Aa3 by Moody's or whose short term unsecured
               and unguaranteed debt securities are rated A-1 by S&P and P-1 by
               Moody's to provide sufficient cash on or before the relevant
               Payment Date to enable the Trustee to discharge the relevant
               liabilities,

         and in each circumstance the Trust Manager has certified to the Note
         Trustee that the requirements of clause 7.4(a) or (b) have been met and
         the Note Trustee shall be entitled to rely on such certification.


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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


7.5      NO LIABILITY

         In giving any direction to the Security Trustee under this deed or the
         Security Trust Deed, the Note Trustee shall not be obliged to ensure
         that the Security Trustee complies with such direction and will not be
         liable for any failure by the Security Trustee so to comply.


8.       NOTICE OF PAYMENT
--------------------------------------------------------------------------------

         The Principal Paying Agent shall give notice to the relevant US$
         Noteholders in accordance with the relevant Condition 12 of the day
         fixed for any payment to them of amounts received by the Note Trustee
         under clause 16 of the Security Trust Deed. Those payments may be made
         in accordance with the relevant Condition 6 as appropriate (in the case
         of Definitive Notes) or to the order of the registered holder of the
         US$ Notes (in the case of any Class A2 Global Note or Class B1 Global
         Note) and payment of those amounts by the Note Trustee to the Principal
         Paying Agent for that purpose shall be a good discharge to the Note
         Trustee.


9.       INVESTMENT BY NOTE TRUSTEE
--------------------------------------------------------------------------------

         Moneys held by the Note Trustee under the trusts of this deed may be
         invested in the name or under the control of the Note Trustee in any
         Authorised Investments and the Note Trustee may at any time or times
         vary any Authorised Investments into other Authorised Investments and
         shall not be responsible for any loss due to depreciation in value or
         otherwise resulting from any Authorised Investments made by it. At the
         direction of the Trust Manager, the Note Trustee must invest any moneys
         held by the Note Trustee under the trusts of this Deed in such
         Authorised Investments as the Trust Manager may specify from time to
         time and the Note Trustee shall not be responsible for any loss due to
         depreciation in value or otherwise resulting from any Authorised
         Investments made by it in compliance with any such direction. The Note
         Trustee need only account for interest on money held on deposit with
         itself equal to the highest rate payable by it to an independent
         depositor in respect of comparable deposits.


10.      PARTIAL PAYMENTS
--------------------------------------------------------------------------------

         On any payment of amounts by the Trustee, the Security Trustee or the
         Note Trustee in accordance with the Series Notice, the Conditions in
         relation to the US$ Notes or the Security Trust Deed (other than the
         payment in full against surrender of a US$ Note) the Trustee, the
         Security Trustee or the Note Trustee (as the case may be) shall, or
         shall procure that, the Note Register relating to the US$ Note in
         respect of which such payment is made shall be amended to evidence the
         amount and the date of payment.


11.      COVENANTS BY THE TRUSTEE AND TRUST MANAGER
--------------------------------------------------------------------------------

         Each of the Trustee and the Trust Manager severally undertakes to the
         Note Trustee, on behalf of the US$ Noteholders, as follows in relation
         to the Trust for so long as any of the US$ Notes remain outstanding
         (except to the extent that the Note Trustee otherwise consents):


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         (a)   (MASTER TRUST DEED COVENANTS) It will comply with its covenants
               in clause 17, 21 and 28 of the Master Trust Deed (as the case may
               be).

         (b)   (TRANSACTION DOCUMENTS)

               (i)    It will comply with its material obligations under the
                      Transaction Documents.

               (ii)   It will use its reasonable endeavours (to the extent that
                      it is able to do so under the Master Trust Deed) to
                      procure that each other party to a Transaction Document
                      complies with and performs its obligations under that
                      Transaction Document.

         (c)   (INFORMATION) It will give to the Note Trustee a copy of any
               information in its possession relating to the Trust as soon as
               reasonably practicable in connection with the exercise and
               performance of its powers and obligations under this deed and
               which the Trustee or the Trust Manager (as the case may be)
               reasonably considers has a material bearing on the interest of
               the US$ Noteholders.

         (d)   (NOTIFY EVENTS OF DEFAULT)

               (i)    It will promptly notify the Note Trustee if it has
                      knowledge or notice of or is aware of the occurrence of an
                      Event of Default, Trustee's Default or Trust Manager's
                      Default or, with respect to the Trust Manager only, an
                      event that, with the giving of notice or the passage of
                      time would constitute an Event of Default, Trustee's
                      Default or Trust Manager's Default (POTENTIAL DEFAULT)
                      including full details (to the extent known, without
                      making any enquiry) of that Event of Default, Trustee's
                      Default or Trust Manager's Default or, in respect of the
                      Trust Manager only, Potential Default (as the case may
                      be).

               (ii)   In addition to its obligations under sub-clause item
                      (d)(i) of this clause 11, it will confirm to the Note
                      Trustee, on each anniversary of this deed:

                      (A)   whether or not the Trust Manager or the Trustee is
                            aware that any Event of Default or, with respect to
                            the Trust Manager only, event that with the giving
                            of notice or passage of time would constitute an
                            Event of Default has occurred; and

                      (B)   any other matter which is required to be notified to
                            the Note Trustee under the Transaction Documents and
                            which has not previously been so notified.

         (e)   (MAINTENANCE OF OFFICE OR AGENCY) The Trust Manager on behalf of
               the Trustee will maintain in the Borough of Manhattan, The City
               of New York an office or agency where US$ Notes may be
               surrendered for registration of transfer or exchange.

               The Trustee hereby initially appoints the Note Registrar to serve
               as its agent for the foregoing purposes. The Note Registrar shall
               act solely for, and as agent of, the Trustee and shall not have
               any obligations towards or relationship or agency or trust with
               any other person in respect of its appointment under this
               sub-paragraph (e). The Trust Manager will give prompt written
               notice to the Note Trustee of the location, and of any change in
               the location, of any such office or agency. If at any time the
               Trust Manager on behalf of the Trustee shall fail to maintain any
               such office or agency or shall fail to furnish the Note


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               Trustee with the address thereof, such surrenders may be made or
               served at the relevant Corporate Trust Office, and the Trustee
               hereby appoints the Note Trustee as its agent to receive all such
               surrenders.

         (f)   (CALCULATION AGENT) It will procure that, so long as any of the
               US$ Notes remain outstanding, there will at all times be a
               Calculation Agent.

         (g)   (PRINCIPAL PAYING AGENT) It will procure that, so long as any of
               the US$ Notes remain outstanding, there will at all times be a
               Principal Paying Agent.

         (h)   (CHANGE TO PAYING AGENTS OR CALCULATION AGENT) It will give
               notice to the US$ Noteholders in accordance with the Agency
               Agreement and the relevant Condition 12 of:

               (i)    any appointment, resignation or removal of any Paying
                      Agent (other than the appointment of the initial Principal
                      Paying Agent and any other Paying Agent) or Calculation
                      Agent;

               (ii)   any change to any Paying Agent's Paying Office (as defined
                      in the Agency Agreement); or

               (iii)  any change to the Calculation Agent's Specified Office
                      (as defined in the Agency Agreement).

         (i)   (NOTICES) It will promptly give to the Note Trustee, or ensure
               that the Note Trustee receives for its approval, two copies of
               the form of every notice prior to the notice being given to the
               US$ Noteholders in accordance with the relevant Condition 12.

         (j)   (ANNUAL STATEMENT AS TO COMPLIANCE) The Trustee (or the Trust
               Manager on its behalf) will deliver to the Note Trustee, within
               120 days after the end of each fiscal year of the Trust
               (commencing on 30 September 2004), and otherwise in compliance
               with the requirements of section 314(a)(4) of the TIA, an
               Officer's Certificate stating that:

               (i)    a review of the activities of the Trustee in respect of
                      the Trust during such year and of performance under the
                      Transaction Documents has been made under supervision of
                      the person signing the Officer's Certificate (the
                      SIGNATORY); and

               (ii)   to the best of the knowledge of the Signatory, based on
                      the review referred to in paragraph (i), the Trustee has
                      complied with all conditions and covenants under the
                      Transaction Documents throughout the relevant year, or, if
                      there has been a default in the compliance of any such
                      condition or covenant, specifying each such default known
                      to the Signatory of the nature and status of the default.

               For the purposes of this clause 11(j) compliance shall be
               determined without regard to any period of grace or requirement
               of notice under the Transaction Documents.

         (k)   (OPINIONS AS TO TRUST ESTATE) On the Note Issue Date, the Trustee
               (or the Trust Manager on its behalf) shall furnish to the Note
               Trustee an Opinion of Counsel (who may be of counsel for the
               Trustee) either stating that in the opinion of such counsel the
               Security Trust Deed and any other requisite documents has been
               properly recorded and filed so as to make effective the Security
               Interest intended to be created by the Security Trust Deed,


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               and reciting the details of such action, or stating that in the
               opinion of such counsel no such action is necessary to make such
               Security Interest effective.

               Within 120 days after the end of each fiscal year commencing on
               30 September 2004 the Trustee (or the Trust Manager on its
               behalf) shall furnish to the Note Trustee an Opinion of Counsel
               (who may be of counsel for the Trustee) either stating that in
               the opinion of such counsel such action has been taken with
               respect to the recording, filing, re-recording, and refiling of
               the Security Trust Deed and any other requisite documents as is
               necessary to maintain the Security Interest created by the
               Security Trust Deed, and reciting the details of such action, or
               stating that in the opinion of such counsel no such action is
               necessary to maintain such Security Interest.

         (l)   (NOTEHOLDERS REPORT)

               (i)    The Trust Manager, on behalf of the Trustee, shall deliver
                      to the Principal Paying Agent and the Note Trustee on each
                      Payment Date the Noteholders Report for the related
                      Collection Period, with written instructions for the Note
                      Trustee and the Principal Paying Agent to forward the
                      Noteholders Report to each US$ Noteholder.

               (ii)   Each Noteholder Report shall contain the information set
                      out in schedule 4.

         (m)   (LISTING) It will use its best endeavours to:

               (i)    obtain and maintain a quotation or listing of the US$
                      Notes on any Stock Exchange or Stock Exchanges or
                      securities market or markets as the Trust Manager (with
                      the prior written approval of the Note Trustee, that
                      approval not to be unreasonably withheld or delayed)
                      decides and following that quotation or listing enter into
                      a deed supplemental to this deed to effect such
                      consequential amendments to this deed necessary to comply
                      with the requirements of any such Stock Exchange or
                      securities market; and

               (ii)   procure that there will at all times be furnished to the
                      relevant Stock Exchange or securities market any
                      information which such Stock Exchange or securities market
                      may require to be furnished in accordance with its
                      requirements.


12.      REMUNERATION OF NOTE TRUSTEE
--------------------------------------------------------------------------------

12.1     FEE

         The Trustee shall pay to the Note Trustee a fee agreed between them or
         as agreed between the Note Trustee and the Trust Manager (on behalf of
         the Trustee).

12.2     ADDITIONAL REMUNERATION

         If the Note Trustee gives a notice under the relevant Condition 9 or it
         undertakes duties which it considers expedient or necessary under this
         deed, or which the Trustee requests it to undertake and which duties
         the Note Trustee, the Trust Manager and the Trustee agree to be of an
         exceptional nature or otherwise outside the scope of the normal duties
         of the Note Trustee under this deed, the Trustee shall pay to the Note
         Trustee any additional remuneration as they agree.

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         In the event of the Note Trustee, the Trust Manager and the Trustee
         failing to agree as to any of the matters in this clause 12.2, such
         matter shall be determined by a merchant or investment bank (acting as
         an expert and not as an arbitrator) selected by the Note Trustee and
         approved by the Trustee or, failing such approval, nominated (on the
         application of the Note Trustee or the Trustee) by the President for
         the time being of The Law Society of New South Wales (the expenses
         involved in such nomination and the fees of such merchant or investment
         bank being shared equally by the Trustee and the Note Trustee) and the
         determination of any such merchant or investment bank shall be final
         and binding upon the Note Trustee, the Trust Manager and the Trustee
         and shall be payable by the Trustee to the Note Trustee.

12.3     COSTS, EXPENSES

         (a)   Subject to clause 34.8, the Trustee shall also reimburse, pay or
               discharge all reasonable costs, charges, liabilities and expenses
               and any stamp and other Taxes or duties incurred or paid by the
               Note Trustee (or the US$ Noteholders acting under clause 6.4 (as
               the case may be)) in connection with undertaking its duties under
               the Transaction Documents (including in relation to any Hedge
               Agreement and the fees and expenses of its counsel) and in
               connection with any legal proceedings brought by the Note Trustee
               (or the US$ Noteholders acting under clause 6.4 (as the case may
               be)) to enforce any obligation under this deed, the US$ Notes.

         (b)   Without prejudice to the right of indemnity by law given to
               trustees, to the extent the Trustee is itself entitled to be
               indemnified and, subject to clause 29, the Trustee indemnifies
               the Note Trustee (or the US$ Noteholders acting under clause 6.4
               (as the case may be)) and every other person properly appointed
               by it or any of them under this deed from and against all
               liabilities, losses, damages, costs, expenses, actions,
               proceedings, claims and demands incurred by or made against it or
               him in the execution of the trusts of this deed or of their
               powers or in respect of any matter or thing done or omitted in
               any way relating to this deed.

12.4     OVERDUE RATE

         All sums payable by the Trustee under clause 12.3 shall survive the
         termination of this deed and the resignation or removal of the Note
         Trustee and be payable by the Trustee on the next Payment Date in the
         order set out in the Series Notice or (if applicable) the Security
         Trust Deed and shall carry interest at the rate of LIBOR plus 2% from
         the due date. Any amount payable shall carry interest at that rate from
         the due date to the date of actual payment.

12.5     CONTINUING OBLIGATION

         Unless otherwise specifically stated in any discharge relating to this
         deed the provisions of this clause shall continue in full force and
         effect notwithstanding such discharge and even if the Note Trustee has
         ceased to be the Note Trustee for any reason including but not limited
         to those contemplated in clause 23 it will be entitled to all rights
         arising to it prior to it ceasing to be the Note Trustee.


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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
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13.      LIMITED RESPONSIBILITIES OF NOTE TRUSTEE
--------------------------------------------------------------------------------

13.1     LIMITED RESPONSIBILITIES

         Subject to clauses 13.2 and 14, it is expressly declared as follows.

         (a)   Any advice, opinion or information obtained by the Note Trustee
               from any lawyer, valuer, accountant, banker, broker,
               credit-rating agency, lead manager or other expert may be sent or
               obtained by letter, telex, telegram, facsimile transmission,
               email or cable and the Note Trustee shall not be liable for
               acting on any advice, opinion or information purporting to be
               conveyed by any such letter, telex, telegram, facsimile
               transmission, email or cable although the same shall contain some
               error or shall not be authentic.

         (b)   The Note Trustee may call for and shall be at liberty to accept
               as sufficient evidence of any fact or matter or the expediency of
               any transaction or thing a certificate signed by two Authorised
               Signatories of the Trustee or the Trust Manager (as the case may
               be) and the Note Trustee shall not be bound in any such case to
               call for further evidence or be responsible for any loss that may
               be occasioned by the Note Trustee acting on that certificate.

         (c)   The Note Trustee is at liberty to hold or to place this deed and
               any other documents relating to this deed in any part of the
               world with any banker or banking company or company whose
               business includes undertaking the safe custody of documents or
               lawyer or firm of lawyers reasonably considered by the Note
               Trustee to be of good repute and except in the case of fraud,
               negligence or wilful default of the Note Trustee, the Note
               Trustee shall not be responsible for any loss, expense or
               liability which may be suffered as a result of any assets secured
               by the Security Trust Deed, Mortgaged Property or any deed or
               documents of title thereto, being uninsured or inadequately
               insured or being held by or to the order of any clearing
               organisations or their operators or by any person on behalf of
               the Note Trustee if prudently chosen in accordance with the
               Transaction Documents.

         (d)   The Note Trustee shall not be responsible for the application of
               the proceeds of the issue of any of the US$ Notes by the Trustee
               or any moneys borrowed by the Trustee under any Transaction
               Document or the exchange of any Global Note for any Definitive
               Notes.

         (e)   Except as otherwise provided in this deed or any other
               Transaction Documents to which it is a party, the Note Trustee
               shall not be bound to give notice to any person of the execution
               of this deed or any of the Transaction Documents or any
               transaction contemplated hereby or thereby or to take any steps
               to ascertain whether any Event of Default has happened and, until
               it has actual knowledge or express notice to the contrary, the
               Note Trustee is entitled to assume that no Event of Default has
               happened and that the Trustee and each other party to any
               Relevant Document is observing and performing all the obligations
               on its part contained in the US$ Notes and under this deed or, as
               the case may be, the Security Trust Deed or any other Transaction
               Document to which it is a party.

         (f)   Save as expressly otherwise provided in this deed or the
               Transaction Documents:

               (i)    the Note Trustee shall have absolute and uncontrolled
                      discretion as to the exercise of the discretions vested in
                      the Note Trustee by this deed and the Transaction


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                      Documents (the exercise of which as between the Note
                      Trustee and the US$ Noteholders shall be conclusive and
                      binding on the US$ Noteholders) but whenever the Note
                      Trustee is under the provisions of this deed or the
                      Transaction Documents bound to act at the request or
                      direction of the US$ Noteholders, or any of them, the Note
                      Trustee shall nevertheless not be so bound unless it is
                      first indemnified or accepts security to its satisfaction
                      against all actions, proceedings, claims and demands to
                      which it may render itself liable and all costs, charges,
                      damages, expenses and liabilities which it may incur by so
                      doing; and

               (ii)   in the absence of fraud, negligence or wilful default, the
                      Note Trustee shall not be in any way responsible for any
                      loss (whether consequential or otherwise), costs, damages
                      or inconvenience that may result from the exercise or
                      non-exercise of any powers, authorities and discretions
                      vested in it.

         (g)   The Note Trustee shall not be liable for acting upon any
               resolution purporting to have been passed at any meeting of the
               US$ Noteholders in respect of which minutes have been made and
               signed even though subsequently it may be found that there was
               some defect in the constitution of the meeting or the passing of
               the resolution or that for any reason the resolution was not
               valid or binding upon the US$ Noteholders.

         (h)   The Note Trustee shall not be liable to the Trustee or any US$
               Noteholder by reason of having accepted as valid or not having
               rejected any entry in the Note Register in respect of a
               Definitive Note for a US$ Note which is subsequently found to be
               incorrect and the Note Trustee shall be at liberty to accept and
               place full reliance on the Note Register as complete and accurate
               evidence to the effect that at any particular time or through any
               particular period any particular person is, was, or will be,
               shown in its records as entitled to a particular number of US$
               Notes.

         (i)   Any consent or approval given by the Note Trustee for the purpose
               of this deed, the relevant Conditions and any Transaction
               Document may be given on any terms and subject to any conditions
               as the Note Trustee thinks fit and despite anything to the
               contrary contained in this deed, any Transaction Document or the
               relevant Conditions may be given retrospectively.

         (j)   Save as otherwise expressly provided in this deed, the Note
               Trustee shall not (unless and to the extent ordered so to do by a
               court of competent jurisdiction) be required to disclose to any
               US$ Noteholder or any Mortgagee, any information made available
               to the Note Trustee by the Trustee, the Trust Manager or any
               other person in connection with the trusts of this deed and no
               US$ Noteholder shall be entitled to take any action to obtain
               from the Note Trustee any such information.

         (k)   Where it is necessary or desirable for any purpose in connection
               with this deed to convert any sum from one currency to another it
               shall (unless otherwise provided by this deed or any other
               Transaction Document or required by law) be converted at the rate
               or rates, in accordance with the method and as at the date for
               the determination of the rate of exchange, as may be agreed by
               the Note Trustee in consultation with the Trustee and the

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               Trust Manager as relevant and any rate, method and date so agreed
               shall be binding on the Trustee and the US$ Noteholders.

         (l)   Subject to clauses 6.4 and 7.4, the Note Trustee may certify in
               good faith, whether or not any of the events set out in
               paragraphs (b) to (g) of the relevant Condition 9 or any breach
               under clause 8 of the Security Trust Deed is in its opinion
               materially prejudicial to the interests of the relevant US$
               Noteholders and may certify, in relation to the event set out in
               paragraph (a) of the relevant Condition 9 in relation to any
               payment of interest on the US$ Notes that the Trustee had, on the
               due date for payment of the amount of interest in question,
               sufficient cash to pay, in accordance with the provisions of the
               Series Notice or the Security Trust Deed, all interest (after
               payment of all sums which are permitted under the Series Notice
               or the Security Trust Deed to be paid in priority to or pari
               passu with them) and that certificate shall be conclusive and
               binding upon the Trustee and the US$ Noteholders. The Note
               Trustee shall have no liability to the Trustee, any US$
               Noteholder or any other person in relation to any such
               certificate or in relation to any delay or omission in providing
               such certificate. In giving any certificate relating to paragraph
               (a) of the relevant Condition 9, the Note Trustee may rely on any
               determination made by any independent accountants of recognised
               standing in Australia and any such determination shall be
               conclusive and binding on the Trustee and the US$ Noteholders.
               The Trustee shall pay the Note Trustee all costs and expenses of
               providing the certificate at the times specified in the Series
               Notice.

         (m)   The Note Trustee shall not be bound to take any steps to
               ascertain whether any event, condition or act, the happening of
               which would cause a right or remedy to become exercisable by the
               Note Trustee under this deed or by the Trustee under any of the
               Transaction Documents has happened or to monitor or supervise the
               observance and performance by the Trustee or any of the other
               parties thereto of their respective obligations thereunder and,
               until it shall have actual knowledge or express notice to the
               contrary, the Note Trustee shall be entitled to assume that no
               such event, condition or act has happened and that the Trustee
               and each of the other parties thereto are observing and
               performing all their respective obligations thereunder.

         (n)   The Note Trustee shall not be responsible for recitals,
               statements, warranties or representations of any party (other
               than itself) contained in any Transaction Document or other
               document entered into in connection with it and shall assume its
               accuracy and correctness and (except with respect to itself) the
               execution, legality, effectiveness, adequacy, genuineness,
               validity or enforceability or admissibility in evidence of that
               agreement or other document or any security constituted by them,
               and the Note Trustee may accept without enquiry, requisition or
               objection all title as the Trustee may have to any of the
               Mortgaged Property or as any other person may have to any other
               security charged from time to time to the Note Trustee and shall
               not be bound to investigate or make any enquiry in the title of
               the Trustee to any of the Mortgaged Property or the title of any
               other person to any other security charged from time to time to
               the Note Trustee whether or not any default or failure might be,
               or might have been, discovered upon examination inquiry or
               investigation and whether or not capable of remedy.
               Notwithstanding the generality of the


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               foregoing each US$ Noteholder is solely responsible for making
               its own independent appraisal of and investigation into the Trust
               and the US$ Notes and the Note Trustee shall not at any time have
               any responsibility for the same and no US$ Noteholder shall rely
               on the Note Trustee in that respect.

         (o)   The Note Trustee shall not be liable for any failure, omission or
               defect in or filing or procuring registration or filing of or
               otherwise protecting or perfecting the Security Trust Deed or the
               Mortgaged Property or any other security or failure to call for
               or delivery of documents of title to the Mortgaged Property or
               any other security or to require any further assurances in
               relation to any property or assets comprised in the Mortgaged
               Property or any other security.

         (p)   The Note Trustee shall, as regards all the powers, trusts,
               authorities, duties and discretions vested in it by this deed,
               the Transaction Documents or the US$ Notes (including the
               relevant Conditions), except where expressly provided otherwise
               have regard to the interests of the US$ Noteholders.

         (q)   Without prejudice to the provisions of any Transaction Document
               the Note Trustee shall not be under any obligation to insure any
               of the Mortgaged Property (or any other property) or any deeds or
               documents of title or other evidence relating to that property.

         (r)   Subject to the relevant Condition 10(c), the Note Trustee shall
               not be responsible for any loss, expense or liability (including,
               without limitation, any decline in value or loss realised upon
               any sale or disposition made under the Security Trust Deed)
               occasioned to the Mortgaged Property or any other property or in
               respect of all or any of the moneys which may stand to the credit
               of the Collection Accounts from time to time however caused
               (including any bank, broker, depository, warehouseman or other
               intermediary or any clearing system or its operator acting in
               accordance with or contrary to the terms of any of the
               Transaction Documents or otherwise), unless that loss is
               occasioned by the fraud, negligence, or wilful default of the
               Note Trustee.

         (s)   The Note Trustee has no responsibility whatsoever to the Trustee
               or any US$ Noteholder as regards any deficiency or additional
               payment, as the case may be, which might arise because the Note
               Trustee or the Trustee is subject to any Tax in respect of the
               Mortgaged Property, the Security Trust Deed or any other security
               or any income or any proceeds from them.

         (t)   No provision of this deed requires the Note Trustee to do
               anything which may be illegal or contrary to applicable law or
               regulation or expend or risk its own funds or otherwise incur any
               financial liability in the performance of any of its duties, or
               in the exercise of any of its rights or powers, if it has grounds
               to believe that repayment of those funds or adequate indemnity
               against that risk or liability is not assured to it. Without
               limitation nothing contained in this deed imposes any obligation
               on the Note Trustee to make any further advance to an Obligor or
               to borrow any moneys under a Transaction Document or to maintain,
               protect or preserve any moneys standing to the credit of the
               Collection Account.

         (u)   The Note Trustee is not responsible (except as to itself) for the
               genuineness, validity, effectiveness or suitability of any of the
               Transaction Documents or any of the Mortgages,


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               Security Interests or other documents entered into in connection
               with them or any Mortgage Insurance Policy or the priority
               constituted by or purported to be constituted by or pursuant to
               that Security Interest, nor shall it (except as to itself) be
               responsible or liable to any person because of any invalidity of
               any provision of those documents or the unenforceability of those
               documents, whether arising from statute, law or decision of any
               court and (without limitation) the Note Trustee shall not be
               responsible for or have any duty to make any investigation in
               respect of or in any way be liable whatsoever for:

               (i)    the nature, status, creditworthiness or solvency of any
                      Obligor or any other person or entity who has at any time
                      provided any security or support whether by way of
                      guarantee, Security Interest or otherwise in respect of
                      any advance made to any Obligor;

               (ii)   the execution, legality, validity, adequacy, admissibility
                      in evidence or enforceability of any Mortgage or Loan or
                      any other document entered into in connection with them;

               (iii)  the title, ownership, value, sufficiency or existence of
                      any Land, Mortgaged Property or any Mortgage Insurance
                      Policy;

               (iv)   the registration, filing, protection or perfection of any
                      Mortgage or the priority of the security created under a
                      Mortgage whether in respect of any initial advance or any
                      subsequent advance or any other sums or liabilities;

               (v)    the scope or accuracy of any representations, warranties
                      or statements made by or on behalf of any Obligor in any
                      application for any advance or in any Mortgage or Loan or
                      in any document entered into in connection with them;

               (vi)   the scope or accuracy of any representations, warranties
                      or statements made by or on behalf of any Obligor in any
                      application for any advance or in any Mortgage or Loan or
                      in any document entered into in connection with them;

               (vii)  the performance or observance by any Obligor or any other
                      person of any provisions of any Mortgage or Loan or in any
                      document entered into in connection with them or the
                      fulfilment or satisfaction of any conditions contained in
                      them or relating to them or as to the existence or
                      occurrence at any time of any default, event of default or
                      similar event contained in them or any waiver or consent
                      which has at any time been granted in relation to any of
                      the above;

               (viii) the existence, accuracy or sufficiency of any legal or
                      other opinions, searches, reports, certificates,
                      valuations or investigations delivered or obtained or
                      required to be delivered or obtained at any time in
                      connection with any Mortgage or Loan;

               (ix)   the title of the Trustee to any Mortgage or Loan or other
                      Mortgaged Property;

               (x)    the suitability, adequacy or sufficiency of any guidelines
                      under which Loans are entered into or compliance with
                      those guidelines or compliance with any applicable
                      criteria for any further advances or the legality or
                      ability or enforceability of the advances or the priority
                      of the Mortgages in relation to the advances;

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               (xi)   the compliance of any person with the provisions and
                      contents of and the manner and formalities applicable to
                      the execution of the Mortgages and Loans and any documents
                      connected with them or the making of any advance intended
                      to be secured by them or with any applicable laws or
                      regulations (including Consumer Credit Legislation);

               (xii)  the failure of the Approved Seller, the Servicer, the
                      Trust Manager or the Trustee to obtain or comply with any
                      Authorisation in connection with the origination, sale
                      purchase or administration of any of the Mortgages or
                      Loans or the making of any advances in connection with
                      them or the failure to effect or procure registration of
                      or to give notice to any person in relation to or
                      otherwise protect the security created or purported to be
                      created by or pursuant to any of the Mortgages or Loans or
                      other documents entered into in connection with them;

               (xiii) the failure to call for delivery of documents of title to
                      or require any transfers, legal mortgages, charges or
                      other further assurances in relation to any of the assets
                      the subject matter of any of the Transaction Documents or
                      any other document;

               (xiv)  any accounts, books, records or files maintained by the
                      Approved Seller, the Servicer, the Trustee, the Trust
                      Manager or any other person in respect of any of the
                      Mortgages or Loans; or

               (xv)   any other matter or thing relating to or in any way
                      connected with any Mortgage or Loan or any document
                      entered into in connection with them whether or not
                      similar to the above.

         (v)   The Note Trustee is not liable or responsible for any loss, cost,
               damages, expenses, liabilities or inconvenience which may result
               from anything done or omitted to be done by it in accordance with
               the provisions of this deed, any other Transaction Document or
               any other document.

         (w)   The Note Trustee is not liable in respect of it being treated as,
               or being deemed to be, a credit provider, for the purposes of the
               Consumer Credit Legislation, in respect of any of the Mortgages.

         (x)   In connection with any proposed modification, waiver,
               authorisation or determination permitted by this deed, the Note
               Trustee shall not have regard to the consequences thereof for
               individual US$ Noteholders resulting from their being for any
               purpose domiciled or resident in, or otherwise connected with, or
               subject to, the jurisdiction of any particular territory.

         (y)   Except as otherwise provided in this deed or any other
               Transaction Document, the Note Trustee shall have no
               responsibility for the maintenance of any rating of any US$ Notes
               by a Designated Rating Agency or any other credit-rating agency
               or any other person.

         (z)   The Note Trustee shall be under no obligation to monitor or
               supervise the functions of any person under any Authorised
               Investment, Support Facility, Mortgage, Loan or Transaction
               Document or any other deed, agreement or arrangement incidental
               to any of the above, and is entitled, in the absence of actual
               knowledge of a breach of duty or obligation, to assume


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               that any person is properly performing its obligations in
               accordance with each Transaction Document.

         (aa)  The Note Trustee acknowledges that the Trust Manager is
               responsible, under the Series Notice, for calculating all amounts
               referred to in clause 6.2 of the Series Notice (other than
               calculations required to be made by the Calculation Agent under
               the Agency Agreement) and the Note Trustee has no liability in
               respect of these calculations.

         In relation to US$ Notes and US$ Noteholders, the Note Trustee shall
         comply with section 311(a) of the TIA, excluding any creditor
         relationship listed in section 311(b) of the TIA. A Note Trustee who
         has resigned or been removed shall be subject to section 311(a) in
         relation to US$ Notes and US$ Noteholders of TIA only to the extent
         required by the TIA.

13.2     EXAMINATION OF DOCUMENTS

         In relation to US$ Notes and US$ Noteholders, the Note Trustee shall
         examine the evidence furnished to it pursuant to section 314 of the TIA
         to determine whether the opinions, searches, reports, certificates,
         valuations and investigations delivered or obtained or required to be
         delivered or obtained at any time in connection with any Mortgage or
         Loan conform to the requirements of this deed but shall not be obliged
         to confirm or verify the mathematical calculations or other facts
         stated therein.


14.      NOTE TRUSTEE'S LIABILITY
--------------------------------------------------------------------------------

14.1     NO EXEMPTION FROM LIABILITY

         Nothing in this deed shall exempt the Note Trustee from or indemnify it
         against any liability for breach of trust or any liability in respect
         of any fraud, negligence or wilful default of which it may be guilty in
         relation to its duties under this deed.

14.2     OCCURRENCE OF AN EVENT OF DEFAULT

         In the case of an Event of Default, the Note Trustee shall exercise,
         with respect to the rights and powers vested in it by this deed, the
         same degree of care and skill as a prudent person would exercise under
         the circumstances in the conduct of such person's affairs.


15.      DELEGATION BY NOTE TRUSTEE
--------------------------------------------------------------------------------

         (a)   The Note Trustee may whenever it thinks fit delegate by power of
               attorney or otherwise to any person or persons for any period
               (whether exceeding one year or not) or indefinitely all or any of
               the trusts, powers and authorities vested in the Note Trustee by
               this deed and that delegation may be made upon any terms and
               subject to any conditions (including power to sub-delegate) and
               subject to any regulations as the Note Trustee may in the
               interests of the US$ Noteholders think fit.

         (b)   If the Note Trustee exercises reasonable care in the selection of
               a delegate under paragraph (a), the Note Trustee shall not be
               required to supervise the actions of the delegate and shall not
               in any way be responsible for any loss incurred by reason of any
               misconduct or default


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               on the part of any delegate or sub-delegate. The Note Trustee
               must within a reasonable time prior to any delegation or any
               renewal, extension or termination of any delegation give notice
               of it to the Trustee and each Designated Rating Agency.


16.      EMPLOYMENT OF AGENT BY NOTE TRUSTEE
--------------------------------------------------------------------------------

         The Note Trustee may in the conduct of the trusts of this deed instead
         of acting personally employ and pay an agent, whether being a lawyer or
         other professional person, to transact or concur in transacting any
         business and to do or concur in doing all acts required to be done in
         connection with the trusts of this deed. So long as the Note Trustee
         exercises reasonable care in the selection of that agent, the Note
         Trustee shall not be required to supervise the actions of the agent and
         shall not in any way be responsible for any loss incurred by reason of
         any misconduct or default on the part of that agent.

         Any trustee of this deed which is a lawyer, accountant, broker or other
         person engaged in any profession or business is entitled to charge and
         be paid all usual professional and other charges for business
         transacted and acts done by him or his firm in connection with the
         trusts of this deed and also his reasonable charges in addition to
         disbursements for all other work and business done and all time spent
         by him or his firm in connection with matters arising in connection
         with this deed. Those charges will be for the account of the Note
         Trustee unless agreed otherwise who shall be reimbursed by the Trustee
         under clause 12.


17.      NOTE TRUSTEE CONTRACTING WITH TRUSTEE
--------------------------------------------------------------------------------

         Neither the Note Trustee nor any director or officer of a corporation
         acting as a trustee under this deed, nor the Security Trustee, is by
         reason of its or their fiduciary position in any way precluded from
         entering into or being interested in any contract or financial or other
         transaction or arrangement with the Trustee or any other party to any
         of the Transaction Documents or any person or body corporate associated
         with the Trustee including any contract, transaction or arrangement of
         a banking or insurance nature or any contract, transaction or
         arrangement in relation to the making of loans or the provision of
         financial facilities to or the purchase, placing or underwriting of or
         subscribing or procuring subscriptions for or otherwise acquiring
         holding or dealing with any US$ Notes or any other bonds, stocks,
         shares, debenture stock, debentures, notes or other securities of the
         Trustee or any other party to any of the Transaction Documents or any
         related person or body corporate or from accepting or holding the
         trusteeship of any other trust deed constituting or securing any other
         securities issued by or relating to the Trustee or any other party to
         any of the Transaction Documents or any related person or body
         corporate or any other office of profit under the Trustee or any other
         party to any of the Transaction Documents or any related person or body
         corporate and shall be entitled to retain and shall not be in any way
         liable to account for any profit made or share of brokerage or
         commission or remuneration or other benefit received or in connection
         with any of those arrangements.


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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


18.      WAIVER
--------------------------------------------------------------------------------

         (a)   The Note Trustee may without prejudice to its rights in respect
               of any subsequent breach, condition, event or act from time to
               time and at any time (but only if, and in so far as, in its
               opinion the interests of any of the US$ Noteholders are not
               materially prejudiced and the rights of the US$ Noteholders to
               receive principal and interest in respect of the US$ Notes are
               not affected), waive or authorise on any terms and subject to any
               conditions as it sees fit and proper:

               (i)    any breach or proposed breach by the Trustee or the Trust
                      Manager of any of the covenants or provisions contained in
                      this deed or in the US$ Notes (including the relevant
                      Conditions) or any other Transaction Document (as to which
                      evidence of a breach of one US$ Note in a Class shall be
                      deemed evidence of a breach of all US$ Notes in that
                      Class); or

               (ii)   determine that any condition, event or act which
                      constitutes, or which with the giving of notice, the lapse
                      of time or the issue of a certificate would constitute,
                      but for that determination, an Event of Default shall not,
                      or shall not subject to specified conditions, be so
                      treated for the purposes of this deed,

               but the Note Trustee shall not exercise any powers conferred on
               it by this clause in contravention of any express direction given
               by an Extraordinary Resolution. No direction or request shall
               affect any waiver, authorisation or determination given or made
               by the Note Trustee prior to any express direction given by the
               US$ Noteholders pursuant to an Extraordinary Resolution.

         (b)   Any waiver, authorisation or determination under this clause is
               binding on the US$ Noteholders and if, but only if, the Note
               Trustee so requires, shall be notified by the Trustee to the US$
               Noteholders in accordance with the relevant Condition 12 as soon
               as practicable.


19.      AMENDMENT
--------------------------------------------------------------------------------
19.1     APPROVAL

         The Note Trustee, the Trust Manager and the Trustee may, following the
         giving of notice to each Designated Rating Agency, by way of
         supplemental deed alter, add to or modify this deed (including this
         clause 19) or the relevant Conditions so long as that alteration,
         addition or modification is:

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

         (b)   in the opinion of the Note Trustee necessary to comply with the
               provisions of any law or regulation or with the requirements of
               any Government Agency;

         (c)   in the opinion of the Note Trustee appropriate or expedient as a
               consequence of an amendment to any law or regulation or altered
               requirements of any Government Agency (including, without
               limitation, an alteration, addition or modification which is in
               the opinion of the Note Trustee appropriate or expedient as a
               consequence of the enactment of

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               a law or regulation or an amendment to any law or regulation or
               ruling by the Commissioner or Deputy Commissioner of Taxation or
               any governmental announcement or statement, in any case which has
               or may have the effect of altering the manner or basis of
               taxation of trusts generally or of trusts similar to the Trust);
               or

         (d)   in the opinion of the Note Trustee not materially prejudicial nor
               likely to be materially prejudicial to the interests of the US$
               Noteholders as a whole or a Class of US$ Noteholders,

         and in the manner, and to the extent, permitted by the Transaction
         Documents.

19.2     EXTRAORDINARY RESOLUTION OF NOTEHOLDERS

         Where in the opinion of the Note Trustee a proposed alteration,
         addition or modification to this deed, other than an alteration,
         addition or modification referred to in clause 19.1, is materially
         prejudicial or likely to be materially prejudicial to the interest of
         US$ Noteholders as a whole or a Class of US$ Noteholders, the Note
         Trustee, the Trust Manager and the Trustee may make that alteration,
         addition or modification if sanctioned by an Extraordinary Resolution
         of all the US$ Noteholders or that Class of US$ Noteholders (as the
         case may be).

19.3     DISTRIBUTION OF AMENDMENTS

         The Trust Manager shall distribute to all US$ Noteholders a copy of any
         amendments made under clause 19.1 or 19.2 under the relevant Condition
         12 as soon as reasonably practicable after the amendment has been made.

19.4     AMENDMENTS BINDING

         Any amendment under this clause is binding on the US$ Noteholders.

19.5     CONFORMITY WITH TIA

         Every amendment of this deed executed pursuant to this clause 19 which
         affects the US$ Notes or the US$ Noteholders shall conform to the
         requirements of the TIA as then in effect so long as this deed shall
         then be qualified under the TIA.


20.      US$ NOTEHOLDERS
--------------------------------------------------------------------------------

20.1     ABSOLUTE OWNER

         (a)   The Trustee, the Trust Manager, the Security Trustee, the Note
               Trustee and any Paying Agent may treat the registered holder of
               any US$ Note as the absolute owner of that Note (whether or not
               that Note is overdue and despite any notation or notice to the
               contrary or writing on it or any notice of trust or other
               interest in it) for the purpose of making payment and for all
               purposes and none of the Trustee, the Trust Manager, the Security
               Trustee, the Note Trustee or any Paying Agent is affected by any
               notice to the contrary.

         (b)   So long as the US$ Notes, or any of them, are represented by a
               Global Note, the Trustee, the Trust Manager, the Security
               Trustee, the Note Trustee and any Paying Agent may treat the
               person for the time being shown in the records of the relevant
               Clearing Agency as


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               the holder of any US$ Notes as the absolute owner of those US$
               Notes and the Trustee, the Trust Manager, the Security Trustee,
               the Note Trustee and the Paying Agents are not affected by any
               notice to the contrary, but without prejudice to the entitlement
               of the registered holder of a Class A2 Global Note or a Class B1
               Global Note to be paid principal and interest on the relevant
               Global Note in accordance with its terms. Without limitation,
               notices to the US$ Noteholders may be given by delivery of the
               relevant notice to the relevant Clearing Agency as the holder of
               the US$ Notes for communication by them to entitled account
               holders.

         (c)   Provided the Trustee, the Note Trustee or the Security Trustee
               (as the case may be) (or a Paying Agent on behalf of the Trustee,
               the Note Trustee, or the Security Trustee (as the case may be))
               pays the registered holder of the Global Notes for the US$ Notes
               in accordance with the Transaction Documents, each Note Owner
               shall have no claim directly against the Trustee, the Note
               Trustee or the Security Trustee (as the case may be) in respect
               of payment due on any US$ Notes for so long as those US$ Notes
               are represented by a Global Note.

         (d)   Without limiting the preceding paragraphs of this clause 20.1,
               all payments made to a Note Owner in respect of a US$ Note under
               this clause (or, in the case of a Class A2 Global Note or a Class
               B1 Global Note, to or to the order of the registered holder of
               that Global Note) shall be valid and, to the extent of the sums
               so paid, effective to satisfy and discharge the liability for the
               moneys payable upon those US$ Notes.

20.2     CLEARING SYSTEM CERTIFICATE

         The Trustee, the Trust Manager, the Security Trustee and the Note
         Trustee may call for and shall be at liberty to accept and place full
         reliance on as sufficient evidence a certificate or letter or
         confirmation signed on behalf of a Clearing Agency or any form of
         record made by it to the effect that at any particular time or
         throughout any particular period any particular person is, was, or will
         be, shown in its records as entitled to a particular interest in a
         Global Note.


21.      CURRENCY INDEMNITY
--------------------------------------------------------------------------------

         Subject to this deed, including clause 29, the Trustee indemnifies the
         Note Trustee and the US$ Noteholders and keeps them indemnified
         against:

         (a)   in the case of US$ Notes:

               (i)    any loss or damage incurred by any of them arising from
                      the non-payment by the Trustee of any US$ due to the Note
                      Trustee or the relevant US$ Noteholders under this deed or
                      the relevant US$ Notes by reason of any variation in the
                      rates of exchange between those used for the purposes of
                      calculating the amount due under a judgment or order in
                      respect of that payment, which amount is expressed in a
                      currency other than US$, and under which the Note Trustee
                      or the US$ Noteholders do not have an option to have that
                      judgment or order expressed in US$, and those prevailing
                      at the date of actual payment by the Trustee;

               (ii)   any deficiency arising or resulting from any variation in
                      rates of exchange between:


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                      (A) the date (if any) as of which the non-US$ currency
                          equivalent of the US$ amounts due or contingently due
                          under this deed (other than this clause) or in respect
                          of the relevant US$ Notes is calculated for the
                          purposes of any bankruptcy, insolvency or liquidation
                          of the Trustee; and

                      (B) the final date for ascertaining the amount of claims
                          in that bankruptcy, insolvency or liquidation provided
                          that in that bankruptcy, insolvency or liquidation
                          claims are required to be made in a currency other
                          than US$; and

               The amount of that deficiency shall not be reduced by any
               variation in rates of exchange occurring between that final date
               and the date of any distribution of assets in connection with
               that bankruptcy, insolvency or liquidation.

         (b)   The indemnities in this clause are obligations of the Trustee
               separate and independent from its obligations under the relevant
               US$ Notes and apply irrespective of any time or indulgence
               granted by the Note Trustee or the relevant US$ Noteholders from
               time to time and shall continue in full force and effect despite
               the judgment or filing of any proof or proofs in any bankruptcy,
               insolvency or liquidation of the Trustee for a liquidated sum or
               sums in respect of amounts due under this deed (other than this
               clause) or the relevant US$ Notes. Any deficiency will constitute
               a loss suffered by the relevant US$ Noteholders and no proof or
               evidence of any actual loss shall be required by the Trustee or
               its liquidator.


22.      NEW NOTE TRUSTEES
--------------------------------------------------------------------------------

22.1     APPOINTMENT BY TRUSTEE

         The Trustee may at the direction of the Trust Manager at any time
         appoint a new Note Trustee of this deed who has previously been
         approved by an Extraordinary Resolution of the US$ Noteholders. One or
         more persons may hold office as Note Trustee or Note Trustees of this
         deed but that Note Trustee or those Note Trustees must be or include a
         Trust Corporation. Whenever there are more than two Note Trustees of
         this deed the majority of those Note Trustees are competent to execute
         and exercise all the duties, powers, trusts, authorities and
         discretions vested in the Note Trustee by this deed if a Trust
         Corporation is included in that majority.

22.2     APPOINTMENT BY NOTE TRUSTEE

         (a)   The Note Trustee may, on 30 days prior written notice to the
               Trustee, the Trust Manager, the Principal Paying Agent and the
               US$ Noteholders (in accordance with the relevant Condition 12),
               appoint any person established or resident in any jurisdiction
               (whether a Trust Corporation or not) to act either as a separate
               Note Trustee or as a co-Note Trustee jointly with the Note
               Trustee:

               (i)    if the Note Trustee considers that appointment to be in
                      the interests of the US$ Noteholders;

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


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               (iii)  for the purposes of obtaining a judgment in any
                      jurisdiction or the enforcement in any jurisdiction of
                      either a judgment already obtained or any of the
                      provisions of this deed against the Trustee.

         (b)   Subject to the provisions of this deed, a person appointed under
               paragraph (a) has all trusts, rights, powers, authorities and
               discretions (not exceeding those conferred on the Note Trustee by
               this deed) and all duties and obligations conferred or imposed by
               the instrument of appointment.

         (c)   Subject to this deed, all trusts, rights, powers, authorities,
               discretions, duties and obligations conferred or imposed upon the
               Note Trustee shall be conferred or imposed upon and exercised or
               performed by the Note Trustee and a person appointed under
               paragraph (a) jointly (it being understood that such separate
               Note Trustee or co-Note Trustee is not authorised to act
               separately without the Note Trustee joining in such act), except
               to the extent that under any law of any jurisdiction in which any
               particular act or acts are to be performed the Note Trustee shall
               be incompetent or unqualified to perform such act or acts, in
               which event such trusts, rights, powers, authorities,
               discretions, duties and obligations shall be exercised and
               performed solely by such separate Note Trustee or co-Note
               Trustee, but only at the direction of the Note Trustee.

         (d)   The Note Trustee may remove or accept the resignation of any
               person appointed under this clause. The remuneration of any
               person appointed under this clause together with any costs,
               charges and expenses properly incurred by it in performing its
               function as Note Trustee or co-Note Trustee will be costs,
               charges and expenses incurred by the Note Trustee under this deed
               which shall be reimbursed by the Trustee under clause 12.

22.      NOTICE

         The Note Trustee shall notify each Designated Rating Agency of any
         appointment of a new Note Trustee or its retirement or removal as soon
         as practicable.

22.4     REQUIREMENT FOR NOTE TRUSTEE

         Notwithstanding anything in this deed to the contrary, no person shall
         become a Note Trustee under this deed unless it meets the requirements
         of Section 26(a)(1) of the United States Investment Company Act of
         1940, as amended (the INVESTMENT COMPANY ACT).


23.      NOTE TRUSTEE'S RETIREMENT AND REMOVAL
--------------------------------------------------------------------------------

23.1     REMOVAL BY TRUSTEE

         The Trustee (or the Trust Manager on its behalf after informing the
         Trustee of its intention to do so) may at any time terminate the
         appointment of the Note Trustee by giving written notice to that effect
         to each Designated Rating Agency and the Note Trustee with effect
         immediately on that notice, if any of the following occurs in relation
         to the Note Trustee:

         (a)   an Insolvency Event has occurred in relation to the Note Trustee;

         (b)   the Note Trustee has ceased its business;


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         (c)   the Note Trustee fails to comply with any of its obligations
               under any Transaction Document and such failure has had or, if
               continued will have, a Material Adverse Effect (as determined by
               the Trustee), and, if capable of remedy, the Note Trustee does
               not remedy within 14 days after the earlier of:

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

               (ii)   receipt by the Note Trustee of a written notice with
                      respect thereto from either the Trustee or the Trust
                      Manager; or

         (d)   the Note Trustee fails to satisfy any obligation imposed on it
               under the TIA with respect to the Trust or this deed or comply
               with clause 23.6.

23.2     REMOVAL BY US$ NOTEHOLDERS

         The US$ Noteholders may resolve by Extraordinary Resolution to require
         the Trustee to remove the Note Trustee or Note Trustees for the time
         being of this deed.

23.3     RESIGNATION

         (a)   Subject to this clause 23, the Note Trustee may resign its
               appointment under this deed at any time by giving to the Trustee,
               the Trust Manager, the Security Trustee and each Designated
               Rating Agency not less than 3 months written notice to that
               effect. Notwithstanding the preceding sentence, the Note Trustee
               shall not resign its appointment under this deed until a
               successor Note Trustee meeting the requirements set forth in
               clauses 22.4 and 23.6 has been appointed and has accepted its
               appointment as Note Trustee under this deed as provided in clause
               23.5.

         (b)   Subject to this deed, if a successor Note Trustee has not
               accepted its appointment within 30 days after:

               (i)    the Note Trustee has given notice of its resignation in
                      accordance with paragraph (a); or

               (ii)   the removal of the Note Trustee under clause 23.1 or 23.2,

               the Note Trustee may petition (the cost of which shall be an
               Expense of the Trust) any court of competent jurisdiction for the
               appointment of a successor Note Trustee.

23.4     TRUST CORPORATION

         Each of the Trustee and the Trust Manager undertakes that if the only
         Note Trustee which is a Trust Corporation retires or is removed it will
         use reasonable endeavours to appoint a new Note Trustee of this deed
         which is a Trust Corporation as soon as reasonably practicable. The
         retirement or removal of any Note Trustee shall not become effective
         until a successor Note Trustee which is a Trust Corporation is
         appointed. The Trust Manager must assist the Trustee to appoint a new
         Note Trustee of this deed. If the Trustee fails to appoint a new Note
         Trustee within three months from such retirement or removal, the Note
         Trustee shall be entitled to appoint a new Note Trustee which is a
         Trust Corporation and such appointment shall be deemed to have been
         made under clause 22.2 of this deed.

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--------------------------------------------------------------------------------


23.5     SUCCESSOR TO NOTE TRUSTEE

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

         (b)   Any corporation:

               (i)    into which the Note Trustee is merged;

               (ii)   with which  the Note Trustee is consolidated;

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

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

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

         (c)   If no other person can be found to act as Note Trustee, the US$
               Noteholders may elect a Note Trustee from among the holders of
               the US$ Notes.

23.6     ELIGIBILITY; DISQUALIFICATION

         (a)   The Note Trustee shall at all times satisfy the requirements of
               section 310(a) of the TIA.

         (b)   The Note Trustee shall have a combined capital and surplus (as
               those terms are used in the TIA) of at least US$50,000,000 as set
               forth in its most recent published annual report of condition.

         (c)   The Note Trustee shall comply with section 310(b) of the TIA,
               provided that any indenture or indentures under which other
               securities of the Trustee are outstanding shall be excluded from
               the operation of section 310(b)(1) of the TIA for the purposes of
               paragraph (b) if the requirements for such exclusion set out in
               section 310(b)(1) of the TIA are met.


24.      NOTE TRUSTEE'S POWERS ADDITIONAL
--------------------------------------------------------------------------------

         The powers conferred upon the Note Trustee by this deed shall be in
         addition to any powers which may from time to time be vested in the
         Note Trustee by the general law or as a holder of any of the US$.


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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


25.      SEVERABILITY OF PROVISIONS
--------------------------------------------------------------------------------

         Any provision of this deed which is prohibited or unenforceable in any
         jurisdiction is ineffective as to that jurisdiction to the extent of
         the prohibition or unenforceability. That does not invalidate the
         remaining provisions of this deed nor affect the validity or
         enforceability of that provision in any other jurisdiction.


26.      NOTICES
--------------------------------------------------------------------------------

26.1     GENERAL

         All notices, requests, demands, consents, approvals, agreements or
         other communications to or by a party to this deed:

         (a)   must be in writing;

         (b)   must be signed by an Authorised Signatory of the sender; and

         (c)   subject to paragraph (d), will be taken to be duly given or made:

               (i)    (in the case of delivery in person or by post) when
                      delivered, received or left at the address of the
                      recipient shown in clause 26.2 or to any other address
                      which may have been notified by the recipient to the
                      sender under this clause 26;

               (ii)   (in the case of facsimile transmission) on receipt of a
                      transmission report confirming successful transmission to
                      the number shown in clause 26.2 or any other number
                      notified by the recipient to the sender under this clause
                      26; and

               (iii)  (in the case of a telex) on receipt by the sender of the
                      answerback code of the recipient at the end of
                      transmission to the number shown in clause 26.2 or any
                      other number notified by the recipient to the sender under
                      this clause 26,

               but if delivery or receipt is on a day on which business is not
               generally carried on in the place to which the communication is
               sent or is later than 4.00 pm (local time), it will be taken to
               have been duly given or made at the commencement of business on
               the next day on which business is generally carried on in that
               place. Any party may by notice to each party change its address,
               facsimile and telex under this clause 26.1.

         (d)   For the purposes of paragraph (c), all notices, requests,
               demands, consents, approvals, agreements or other communications
               to the Note Trustee must be given or made by facsimile
               transmission.

26.2     DETAILS

         The address, facsimile and telex of each person to whom notices may be
         sent at the date of this deed are as follows:



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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


         THE TRUSTEE

         PERPETUAL TRUSTEES VICTORIA LIMITED

         Level 7

         9 Castlereagh Street

         Sydney NSW 2000

         Australia

         Tel:              61 2 9229 9000

         Fax:              61 2 9221 7870

         Attention:        Manager, Securitisation



         THE TRUST MANAGER

         INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED

         Level 28

         367 Collins Street

         Melbourne VIC 3000

         Australia

         Tel:              61 3 9612 1111

         Fax:              61 3 9621 2368

         Attention:        Chief Executive Officer



         THE NOTE TRUSTEE

         THE BANK OF NEW YORK

         101 Barclay Street

         21W

         New York  New York  10286

         United States

         Tel:              +1 212 815 5347

         Telex:            N/A

         Fax:              +1 212 815 5915/5917

         Attention:        Corporate Trust - Global Structured Finance



         THE SECURITY TRUSTEE

         PERPETUAL TRUSTEE COMPANY LIMITED

         Level 7

         9 Castlereagh Street

         Sydney NSW 2000

         Australia

         Tel:              61 2 9229 9000

         Fax:              61 2 9221 7870

         Attention:        Manager, Securitisation


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                                                                         Page 38

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


27.      GOVERNING LAW AND JURISDICTION
--------------------------------------------------------------------------------

         This deed and the trust constituted under this deed are governed by the
         law of New South Wales, Australia. The parties submit to the
         non-exclusive jurisdiction of courts exercising jurisdiction there. The
         administration of the trust constituted under this deed, including the
         exercise of the Note Trustee's powers under clauses 13 and 34 of this
         deed and its standard of care under clause 14 are governed by the law
         of the State of New York and in the event of any inconsistency between
         the operation of the law of New South Wales, Australia and the law of
         the State of New York in respect of the application of those powers and
         that standard of care, the law of the State of New York will prevail to
         the extent of the inconsistency.


28.      COUNTERPARTS
--------------------------------------------------------------------------------

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


29.      LIMITED RECOURSE
--------------------------------------------------------------------------------

29.1     GENERAL

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

29.2     LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY

         Without limiting the generality of clause 29.1, clause 32.16 of the
         Master Trust Deed (as amended by the Series Notice) is incorporated
         into this agreement as if set out in full, except that any reference to
         TRUST refers to THE TRUST.

29.3     UNRESTRICTED REMEDIES

         Nothing in this clause 29 limits a party in:

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

         (b)   obtaining declaratory relief; or

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

29.4     RESTRICTED REMEDIES

         Except as provided in clause 29.1 and subject to clause 29.3, a party
         shall not:

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

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

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

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                                                                         Page 39

<PAGE>


Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


         (d)   (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);

         (e)   (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

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

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


30.      SUCCESSOR TRUSTEE
--------------------------------------------------------------------------------

         The Note Trustee shall do all things reasonably necessary to enable any
         successor Trustee appointed under clause 23 of the Master Trust Deed to
         become the Trustee under this deed.


31.      INDEMNITY FOR THE COST OF INDEPENDENT ADVICE
--------------------------------------------------------------------------------

         Where the Note Trustee is required to express an opinion or make a
         determination or calculation under this deed or the other Transaction
         Documents, the Note Trustee may appoint or engage such independent
         advisors including any of the persons referred to in clause 13.1(a) as
         the Note Trustee reasonably requires to assist in the giving of that
         opinion or the making of that determination or calculation and the
         Trustee or, if another person is expressly stated in the relevant
         provision in a Transaction Document, that person shall indemnify the
         Note Trustee for any costs and expenses properly incurred by and
         payable to those advisors.


32.      NO LIABILITY
--------------------------------------------------------------------------------

         Without limitation the Note Trustee shall not be liable (subject to the
         mandatory requirements of the TIA) for:

         (a)   any decline or loss directly or indirectly arising from the Note
               Trustee acting or failing to act as a consequence of an opinion
               reached by it, except for the negligence, fraud or wilful default
               of the Note Trustee; and

         (b)   any loss, expense or liability which may be suffered as a result
               of any assets secured by the Security Trust Deed, the Mortgaged
               Property (or any other property) or any deeds or documents of
               title thereto being uninsured or inadequately insured or being
               held by or to the order of any clearing organisations or their
               operator or by any person on behalf of the Security Trustee or
               the Note Trustee, except for the negligence, fraud or wilful
               default of the Note Trustee.


33.      INFORMATION MEMORANDUM
--------------------------------------------------------------------------------

         The Note Trustee has no responsibility for any statement or information
         in or omission from any information memorandum, advertisement, circular
         or other document issued by or on behalf of the Trustee or Trust
         Manager, including in connection with the issue of Notes. Neither the
         Trustee nor

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                                                                         Page 40

<PAGE>


Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


         the Trust Manager may publish or permit to be published any such
         document in connection with the offer of Notes or an invitation for
         subscriptions for Notes containing any statement which makes reference
         to the Note Trustee without the prior written consent of the Note
         Trustee, which consent must not be unreasonably withheld. In
         considering whether to give its consent, the Note Trustee is not
         required to take into account the interests of the Noteholders.


34.      NOTE TRUSTEE'S LIMITED LIABILITY
--------------------------------------------------------------------------------

         Without prejudice to any indemnity allowed by law or elsewhere in this
         deed given to the Note Trustee, it is expressly declared as follows.

34.1     RELIANCE ON CERTIFICATES

         The Note Trustee shall be entitled to call for and rely on a
         certificate or any letter of confirmation or explanation reasonably
         believed by it to be genuine, of the Trustee, the Trust Manager, any
         Paying Agent, the Calculation Agent or any Designated Rating Agency in
         respect of every manner and circumstance for which a certificate is
         expressly provided for under this deed or in respect of the rating of
         any of the US$ Notes or the relevant Conditions and the Note Trustee is
         not bound in any such case to call for further evidence.

         The Note Trustee shall not incur any liability in respect of any action
         taken or thing suffered by it in reliance on any notice, resolution,
         direction, consent, certificate, receipt, affidavit, statement,
         valuation report or other document (including any of the above
         submitted or provided by the Trust Manager, a Noteholder or the
         Trustee) which it has no reason to believe is not genuine, signed by
         the proper parties and with appropriate authority.

         In preparing any notice, certificate, advice or proposal the Note
         Trustee shall be entitled to assume that each person under any
         Authorised Investment, Support Facility, Mortgage, Loan, other
         Transaction Document or any other deed, agreement or arrangement
         incidental to any of the above or to any Trust, will perform their
         obligations under those documents in full by the due date and otherwise
         in accordance with their terms.

34.2     NOTE TRUSTEE'S RELIANCE ON TRUST MANAGER OR SECURITY TRUSTEE

         (a)   (AUTHORISED SIGNATORIES ARE SUFFICIENT EVIDENCE) Subject to
               clause 13.2, whenever any certificate, notice, proposal,
               direction, instruction or other communication is to be given by
               the Trust Manager or the Security Trustee to the Note Trustee,
               the Note Trustee may accept as sufficient the form and content of
               a document unless it has reason to believe that the relevant
               document was not signed on behalf of the Trust Manager or the
               Security Trustee (as the case may be) or by any Authorised
               Signatory of the Trust Manager or the Security Trustee (as the
               case may be).

         (b)   (NOTE TRUSTEE NOT LIABLE FOR LOSS) The Note Trustee shall not be
               responsible for any loss arising from any act, neglect, mistake
               or discrepancy of the Trust Manager or the Security Trustee or
               any officer, employee, agent or delegate of the Trust Manager or
               the Security Trustee in preparing any such document or in
               compiling, verifying or calculating any matter or information
               contained in any such document, if the officers of the Note
               Trustee responsible for the administration of the Trust are not
               actually aware that such document is


--------------------------------------------------------------------------------
                                                                         Page 41

<PAGE>


               not genuine and correct, whether or not an error in any such
               information, document, form or list is reproduced by the Note
               Trustee in any step taken by it.

34.3     COMPLIANCE WITH LAWS

         The Note Trustee shall not incur any liability to anyone in respect of
         any failure to perform or to do any act or thing which by reason of any
         provision of any relevant present or future law of any place or any
         ordinance, rule, regulation or by law or of any decree, order or
         judgement of any competent court or other tribunal, the Note Trustee
         shall be hindered, prevented or forbidden from doing or performing.

34.4     RELIANCE ON EXPERTS

         The Note Trustee may act on the opinion or statement or certificate or
         advice of or information obtained from the Security Trustee, attorneys,
         barristers or solicitors (whether instructed by the Note Trustee or
         not), bankers, accountants, brokers, valuers and other persons believed
         by it in good faith to be expert or properly informed in relation to
         the matters on which they are consulted and the Note Trustee shall not
         be liable for anything done or suffered by it in good faith in reliance
         on such opinion, statement, certificate, advice or information.

34.5     OVERSIGHTS OF OTHERS

         Subject to this deed, the Note Trustee shall not be responsible for any
         act, omission, misconduct, mistake, oversight, error of judgement,
         forgetfulness or want of prudence on the part of any attorney, banker,
         receiver, barrister, solicitor, agent, any person or agent appointed by
         the Note Trustee and on whom the Note Trustee is entitled to rely under
         this deed (other than a Related Corporation) or other person acting as
         agent or advisor to the Note Trustee.

34.6     IMPOSSIBILITY OR IMPRACTICABILITY

         If for any reason whatsoever it becomes impossible or impracticable to
         carry out any or all of the provisions of this deed or any other
         Transaction Document, the Note Trustee shall not be under any liability
         nor shall it incur any liability by reason of any error of law or any
         matter or thing done or suffered or omitted to be done in good faith by
         it or its officers, employees, agents or delegates except to the extent
         of its own fraud, negligence or wilful default.

34.7     LEGAL AND OTHER PROCEEDINGS

         (a)   (INDEMNITY FOR LEGAL COSTS) The Note Trustee shall be indemnified
               out of the Trust for all legal costs and disbursements and all
               other costs, disbursements, outgoings and expenses incurred by
               the Note Trustee in connection with:

               (i)    the enforcement or contemplated enforcement of, or
                      preservation of rights under; and

               (ii)   without limiting the generality of paragraph (i) above,
                      the initiation, defence, carriage and settlement of any
                      action, suit, proceeding or dispute in respect of;

               this deed or any other Transaction Document or otherwise under or
               in respect of the Trust provided that the enforcement,
               contemplated enforcement or preservation by the Note


--------------------------------------------------------------------------------
                                                                         Page 42

<PAGE>



Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


               Trustee of the rights referred to in sub- paragraph (i) or the
               court proceedings referred to in paragraph (ii) (other than in
               each case the defence of any action, suit, proceeding or dispute
               brought against the Note Trustee), and the basis of incurring any
               of those costs, disbursements, outgoings and expenses by the Note
               Trustee:

               (iii)  has been approved in advance by an Extraordinary
                      Resolution of the US$ Noteholders; or

               (iv)   the Note Trustee reasonably considers the incurring of
                      those costs, disbursements, outgoings and expenses to be
                      necessary to protect the Note Trustee against potential
                      personal liability.

         (B)   (DEFENCE OF PROCEEDINGS ALLEGING NEGLIGENCE, ETC.) The Note
               Trustee shall be entitled to claim in respect of the above
               indemnity from the Trust for its expenses and liabilities
               incurred in defending any action, suit, proceeding or dispute in
               which fraud, negligence or wilful default is alleged or claimed
               against it, but on the same being proved, accepted or admitted by
               it, it shall from its personal assets immediately repay to the
               Trust the amount previously paid by the Trust to it in respect of
               that indemnity.

34.8     NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

         In the absence of fraud, negligence or wilful default on the Note
         Trustee's part or on the part of any of its officers or employees, or
         any agent or delegate, sub-agent, sub-delegate employed by the Note
         Trustee in accordance with this deed (and where this deed provides that
         the Note Trustee is liable for the acts or omissions of any such
         person) to carry out any transactions contemplated by this deed, the
         Note Trustee shall not be liable personally for any losses, costs,
         liabilities or claims arising from the failure to pay moneys on the due
         date for payment to any Noteholder or any other person or for any loss
         howsoever caused in respect of the Trust or to any Noteholder or other
         person.

34.9     FURTHER LIMITATIONS ON NOTE TRUSTEE'S LIABILITY

         Subject to clause 34.2, the Note Trustee shall not be liable:

         (a)   (FOR LOSS ON DIRECTION) for any losses, costs, damages or
               expenses caused by its acting (in circumstances where this deed
               requires it to act or contemplates that it may so act) on any
               instruction or direction given to it by:

               (i)    any Noteholder under this deed, any other Transaction
                      Document or any other document; or

               (ii)   by any person under a Support Facility,

                      except to the extent that it is caused by the fraud,
                      negligence or wilful default of the Note Trustee, or any
                      of its officers or employees, or an agent, delegate,
                      sub-agent or sub-delegate employed by the Note Trustee in
                      accordance with this deed to carry out any transactions
                      contemplated by this deed;

         (b)   (FOR CERTAIN DEFAULTS) for any Trust Manager's Default;

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                                                                         Page 43

<PAGE>



Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


         (c)   (FOR ACTS OF SECURITY TRUSTEE) without limiting the Note
               Trustee's obligations or powers under the Transaction Documents,
               for any act, omission or default of the Security Trustee in
               relation to its obligations under the Transaction Documents;

         (d)   (FOR ACTS OF PAYING AGENT) without limiting the Note Trustee's
               obligations or powers under the Transaction Documents, for any
               act, omission or default of a Paying Agent in relation to its
               obligations under the Transaction Documents;

         (e)   (FOR ACTS OF CALCULATION AGENT) without limiting the Note
               Trustee's obligations or powers under the Transaction Documents,
               for any act, omission or default of the Calculation Agent in
               relation to its obligations under the Transaction Documents;

         (f)   (FOR FAILURE TO CARRY OUT AN AGREEMENT) for the failure of a
               person to carry out an agreement with the Note Trustee in
               connection with the Trust; or

         (g)   (FOR FAILURE TO CHECK CALCULATIONS, ETC) for any losses, costs,
               liabilities or expenses caused by the Note Trustee's failure to
               check any calculation, information, document, form or list
               supplied or purported to be supplied to it by the Trust Manager
               or the Security Trustee,

         except, in the case of paragraph (g), to the extent that it is caused
         by the fraud, negligence or breach of trust of the Note Trustee.

         Nothing in this clause 34.9 alone (but without limiting the operation
         of any other clause of this deed) shall imply a duty on the Note
         Trustee to supervise the Trust Manager or the Security Trustee in the
         performance of the Trust Manager's or the Security Trustee's functions
         and duties, and the exercise by the Trust Manager or the Security
         Trustee of its discretions.

34.10    CONFLICTS

         (a)   (NO CONFLICT) Nothing in this deed shall prevent the Note
               Trustee, the Trustee, any Dealer, the Trust Manager, the Security
               Trustee or any Related Corporation or Associate of any of them or
               their directors or other officers (each a RELEVANT PERSON) from:

               (i)    subscribing for purchase, holding, dealing in or disposing
                      of any Notes;

               (ii)   entering into any financial, banking, development,
                      insurance, agency, broking or other transaction with, or
                      providing any advice or services for the Trust; or

               (iii)  being interested in any such contract or transaction or
                      otherwise at any time contracting or acting in any
                      capacity as representative or agent,

               provided that notwithstanding anything else in this deed to the
               contrary, the Note Trustee agrees that it shall not offer or
               provide credit enhancement to the Trust.

         (b)   (NOT LIABLE TO ACCOUNT) A Relevant Person shall not be in any way
               liable to account to any Noteholder or any other person for any
               profits or benefits (including any profit, bank charges,
               commission, exchange, brokerage and fees) made or derived under
               or in connection with any transaction or contract specified in
               paragraph (a) above.

         (c)   (FIDUCIARY RELATIONSHIP) A Relevant Person shall not by reason of
               any fiduciary relationship be in any way precluded from making
               any contracts or entering into any transactions or arrangements
               with the Trustee or any other party to any of the Transaction


--------------------------------------------------------------------------------
                                                                         Page 44

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


               Documents in the ordinary course of the business or from
               undertaking any banking, financial, development, agency or other
               services including any contract or transaction in relation to the
               placing of or dealing with any investment and the acceptance of
               any office or profit or any contract of loan or deposits or other
               contract or transaction which any person or company not being a
               party to this deed could or might have lawfully entered into if
               not a party to this deed. A Relevant Person shall not be
               accountable to any Noteholder or any other person for any profits
               arising from any such contracts, transactions or offices.

34.11    INFORMATION

         Except for notices and other documents and information (if any)
         expressed to be required to be furnished to any person by the Note
         Trustee under this deed or any other Transaction Document, the Note
         Trustee shall not have any duty or responsibility to provide any person
         (including any Noteholder) with any credit or other information
         concerning the affairs, financial condition or business of the Trust.

34.12    INVESTIGATION BY NOTE TRUSTEE

         Each Noteholder acknowledges that:

         (a)   the Note Trustee has no duty, and is under no obligation, to
               investigate whether a Trust Manager's Default has occurred in
               relation to the Trust other than where it has actual notice;

         (b)   in making any determination, the Note Trustee may seek and rely
               on advice given to it by its advisors in a manner contemplated by
               this deed.


35.      NOTEHOLDERS' LISTS AND REPORTS
--------------------------------------------------------------------------------

35.1     PROVISION OF INFORMATION

         The Trust Manager, on behalf of the Trustee, will furnish or cause to
         be furnished to the Note Trustee:

         (a)   every six months (with the first six month period commencing on
               the Note Issue Date) (each such date being a NOTICE DATE), a
               list, in such form as the Note Trustee may reasonably require, of
               the names and addresses of the US$ Noteholders as of the Record
               Date immediately preceding that Notice Date; and

         (b)   at such other times as the Note Trustee may request in writing,
               within 30 days after receipt by the Manager with a copy provided
               to the Trustee of any such request, a list of similar form and
               content as of a date not more than 10 days prior to the time such
               list is furnished,

         provided that so long as:

         (c)   the Note Trustee is the Note Registrar; or

         (d)   the US$ Notes are Global Notes,

         no such list shall be required to be furnished.

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                                                                         page 45

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


35.2     PRESERVATION OF INFORMATION; COMMUNICATIONS TO US$ NOTEHOLDERS

         (a)   The Note Trustee shall preserve, in as current a form as is
               reasonably practicable, the names and addresses of the US$
               Noteholders contained in the most recent list (if any) furnished
               to the Note Trustee as provided in clause 35.1 and if it acts as
               Note Registrar, the names and addresses of US$ Noteholders
               received by the Note Trustee in its capacity as Note Registrar.
               The Trustee may destroy any list furnished to it as provided in
               such clause 35.1 upon receipt of a new list so furnished.

         (b)   US$ Noteholders may communicate pursuant to section 312(b) of the
               TIA with other US$ Noteholders with respect to their rights under
               this deed or under the US$ Notes.

         (c)   The Trustee, Note Trustee and Note Registrar shall have the
               protection of section 312(c) of the TIA.

35.3     REPORTS BY NOTE TRUSTEE

         If required by section 313(a) of the TIA, within 60 days after each 30
         June, beginning with 30 June 2004, the Note Trustee shall mail to each
         US$ Noteholder, the Trustee and the Trust Manager as required by
         section 313(c) of the TIA a brief report dated as of such date that
         complies with section 313(a) of the TIA. The Note Trustee also shall
         comply with section 313(b) of the TIA. A copy of each report at the
         time of its mailing to US$ Noteholders shall be filed by the Note
         Trustee with the Commission and each Stock Exchange, if any, on which
         any US$ Notes are listed. The Trust Manager on behalf of the Trustee
         shall notify the Note Trustee if and when any US$ Notes are listed on
         any Stock Exchange.

35.4     NOTICES TO US$ NOTEHOLDERS; WAIVER

         (a)   Where this deed provides for notice to US$ Noteholders of any
               event, such notice shall be sufficiently given (unless otherwise
               provided by law or otherwise herein expressly provided) if:

               (i)    for so long as any US$ Notes are listed on the Australian
                      Stock Exchange, published in a leading newspaper having
                      general circulation in Australia. Each such notice will be
                      deemed to be given on the date of the first publication;
                      or

               (ii)   in relation to any notice specifying a Payment Date, an
                      Interest Rate, any Interest payable, any Principal Payment
                      (or the absence of a Principal Payment) or the Principal
                      Amount of any US$ Note after any Principal Payment, that
                      notice is published on a page of the Reuters Screen or the
                      electronic information system made available by Bloomberg
                      L.P. or any other similar electronic reporting service as
                      may be approved by the Note Trustee in writing and
                      notified to the US$ Noteholders.

                      Such notice will be deemed to be given on the first date
                      on which it appears on the relevant electronic reporting
                      service.

         (b)   If, for any reason, it is impractical to give notice in the
               manner provided in clause 35.4(a)(ii), then the manner of giving
               notice referred to in clause 35.4(a)(i) shall be deemed to be a
               sufficient giving of notice.

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                                                                         Page 46

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


         (c)   Where this deed provides for notice in any manner, such notice
               may be waived in writing by any person entitled to receive such
               notice, either before or after the event, and such waiver shall
               be the equivalent of such notice. Waivers of notice by US$
               Noteholders shall be filed with the Note Trustee but such filing
               shall not be a condition precedent to the validity of any action
               taken in reliance upon such a waiver.

35.5     REPORTS BY TRUSTEE

         The Trustee (or the Trust Manager on its behalf) shall:

         (a)   file with the Note Trustee, within 15 days after the Trustee is
               required to file the same with the Commission, copies of the
               annual reports and of the information, documents and other
               reports (or copies of such portions of any of the foregoing as
               the Commission may from time to time by rules and regulations
               prescribe) which the Trustee may be required to file with the
               Commission pursuant to section 13 or 15(d) of the Exchange Act;

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

         (c)   supply to the Note Trustee (and the Note Trustee shall transmit
               by mail to all US$ Noteholders described in section 313(c) of the
               TIA) such summaries of any information, documents and reports
               required to be filed by the Trustee pursuant to clauses (a) and
               (b) of this clause 35.5 as may be required by rules and
               regulations prescribed from time to time by the Commission.


36.      TRUST INDENTURE ACT - MISCELLANEOUS
--------------------------------------------------------------------------------

36.1     COMPLIANCE CERTIFICATES AND OPINIONS, ETC

         (a)   Upon any application or request by the Trustee or the Trust
               Manager to the Note Trustee to take any action under any
               provision of this deed, the Trustee (or the Trust Manager on its
               behalf) shall furnish to the Note Trustee:

               (i)    an Officer's Certificate stating that all conditions
                      precedent, if any, provided for in this deed relating to
                      the proposed action have been complied with;

               (ii)   an Opinion of Counsel stating that in the opinion of such
                      counsel all such conditions precedent, if any, have been
                      complied with; and

               (iii)  (if required by the TIA) an Independent Certificate from a
                      firm of certified public accountants meeting the
                      applicable requirements of section 314(c)(3) of the TIA,
                      except that, in the case of any such application or
                      request as to which the furnishing of such documents is
                      specifically required by any provision of this deed, no
                      additional certificate or opinion need be furnished.

         (b)   (i)    Prior to the deposit of any property or securities with
                      the Trustee that is to be made the basis for the release
                      of any property or securities subject to the Security
                      Interest created by the Security Trust Deed, the Trustee
                      (or the Trust Manager on
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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
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                      its behalf) shall, in addition to any obligation imposed
                      in clause 36.1(a) or elsewhere in this deed, furnish to
                      the Note Trustee an Officer's Certificate certifying or
                      stating the opinion of each person signing such
                      certificate as to the fair value (within 90 days of such
                      deposit) of the property or securities to be so deposited.

               (ii)   Whenever any property or securities are to be released
                      from the Security Interest created by the Security Trust
                      Deed, the Trustee shall also furnish to the Note Trustee
                      an Officer's Certificate certifying or stating the opinion
                      of each person signing such certificate as to the fair
                      value (within 90 days of such release) of the property or
                      securities proposed to be released and stating that in the
                      opinion of such person the proposed release will not
                      impair the security under the Security Trust Deed in
                      contravention of the provisions of the Security Trust Deed
                      or this deed.

               (iii)  Whenever the Trustee is required to furnish to the Note
                      Trustee an Officer's Certificate certifying or stating the
                      opinion of any signer thereof as to the matters described
                      in paragraphs (i) and (ii), the Trustee (or the Trust
                      Manager on its behalf) shall also furnish to the Note
                      Trustee an Independent Certificate as to the same matters
                      if the fair value of the property or securities and of all
                      other property or securities deposited or released from
                      the Security Interest created by the Security Trust Deed
                      since the commencement of the then current calendar year,
                      as set forth in the certificate required by clause (ii)
                      and this clause (iii), equals 10% or more of the Total
                      Principal Amount of the Notes, but such certificate need
                      not be furnished in the case of any release of property or
                      securities if the fair value thereof as set forth in the
                      related Officer's Certificate is less than US$25,000 or
                      less than one percent of the then Total Principal Amount
                      of the Notes.

                      Notwithstanding any other provision of this clause,
                      the Trustee may:

                      (A) collect, liquidate, sell or otherwise dispose of
                          Receivables or other Assets of the Trust as and to the
                          extent permitted or required by the Transaction
                          Documents; and

                      (B) make or permit to be made cash payments out of the
                          Collection Account or the US$ Account as and to the
                          extent permitted or required by the Transaction
                          Documents.

         (c)   Every Officer's Certificate or opinion with respect to compliance
               with a condition or covenant provided for in this deed shall
               include:

               (i)    a statement that each signatory of such certificate or
                      opinion has read or has caused to be read such covenant or
                      condition and the definitions herein relating thereto;

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

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


               (iii)  a statement that, in the opinion of each such signatory,
                      such signatory has made such examination or investigation
                      as is necessary to enable such signatory to express an
                      informed opinion as to whether or not such covenant or
                      condition has been complied with; and

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

36.2     UNDERTAKING FOR COSTS

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

         (b)   The provisions of this clause shall not apply to:

               (i)    any suit instituted by the Note Trustee;

               (ii)   any suit instituted by any US$ Noteholder, or group of US$
                      Noteholders in each case holding in the aggregate more
                      than 10% of the Total Principal Amount of the US$ Notes;
                      or

               (iii)  any suit instituted by any US$ Noteholder for the
                      enforcement of the payment of principal or interest on any
                      US$ Note on or after the respective due dates expressed in
                      such US$ Note and in this deed (or, in the case of final
                      redemption of a US$ Note, on or after the Maturity Date).

36.3     EXCLUSION OF SECTION 316

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

         (b)   For the purposes of section 316(a)(2) of the TIA in determining
               whether any US$ Noteholders have concurred in any relevant
               direction or consent, Notes owned by the Trustee or by any
               Associate of the Trustee, shall be disregarded, except that for
               the purposes of determining whether the Note Trustee shall be
               protected in relying on any such direction or consent, only US$
               Notes which the Note Trustee knows are so owned shall be so
               disregarded.

36.4     UNCONDITIONAL RIGHTS OF US$ NOTEHOLDERS TO RECEIVE PRINCIPAL AND
         INTEREST

         Notwithstanding any other provisions in this deed, any US$ Noteholder
         shall have the right, which is absolute and unconditional, to receive
         payment of the principal of and interest, if any, on such US$ Note on
         or after the respective due dates thereof expressed in such US$ Note or
         in this deed (or, in the case of final redemption of a Note, on or
         after the Maturity Date) and to institute suit for the enforcement of
         any such payment, and such right shall not be impaired without the
         consent of such US$ Noteholder, except to the extent that the
         institution or prosecution thereof or the entry of


--------------------------------------------------------------------------------
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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


         judgment therein would, under applicable law, result in the surrender,
         impairment, waiver, or loss of the Security Interest created by the
         Security Trust Deed upon any property subject to such Security
         Interest.

36.5     CONFLICT WITH TRUST INDENTURE ACT

         If any provision hereof limits, qualifies or conflicts with another
         provision hereof that is required to be included in this indenture by
         any of the provisions of the TIA, such required provision shall
         prevail.

         The provisions of section 310 to 317 (inclusive) of the TIA that impose
         duties on any person (including the provisions automatically deemed
         included herein unless expressly excluded by this deed) are a part of
         and govern this deed, whether or not contained herein.



EXECUTED as a deed.

Each attorney executing this deed states that he has no notice of revocation or
suspension of his power of attorney.



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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


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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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


NOTE TRUSTEE, PRINCIPAL PAYING AGENT, CALCULATION AGENT AND NOTE REGISTRAR


EXECUTED AS A DEED by THE BANK OF NEW YORK
in the presence of:






--------------------------------------    --------------------------------------
Witness Signature                         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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                                                                         Page 52



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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


SCHEDULE 1


FORM OF GLOBAL NOTE - US$ NOTES
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE OR ANY CERTIFICATE EVIDENCING OR ACKNOWLEDGING THIS
GLOBAL NOTE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SUCH CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORISED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.,
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF OR THEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.

THIS GLOBAL NOTE IS A GLOBAL BOND FOR THE PURPOSES OF SECTION 128F(10) OF THE
INCOME TAX ASSESSMENT ACT 1936 OF THE COMMONWEALTH OF AUSTRALIA.



                       PERPETUAL TRUSTEES VICTORIA LIMITED

                              (ABN 47 004 027 258)

 (a limited liability company incorporated under the Commonwealth of Australia)

             in its capacity as trustee of the Interstar Millennium
                       Series 2003-5G Trust (the "TRUST")

                            CLASS [A2/B1] GLOBAL NOTE

                                  representing

                                     US$[*]

           Class [A2/B1] Secured Floating Rate Notes Due December 2035

This Note certifies that Cede & Co is the registered holder of this Note and
that this Note is a Global Note without principal or interest coupons in respect
of a duly authorised issue of Notes of Perpetual Trustees Victoria Limited in
its capacity as trustee of the Interstar Millennium Series 2003-5G Trust (the
"ISSUER"), designated as specified in the title above (the "NOTES"), in an
initial aggregate Principal Amount of US$[*] ([*] United States Dollars) and (a)
issued pursuant to a Master Trust Deed (the "MASTER TRUST DEED") dated 2
December 1999 between Perpetual Trustees Victoria Limited and Interstar
Securities (Australia) Pty Limited and applying to the Trust by reason of the
Notice of Creation of Trust between Interstar Securities (Australia) Pty
Limited, Interstar Securitisation Management Pty Limited (the "TRUST MANAGER")
and the Issuer dated [*] 2003, by a Series Notice (the "SERIES NOTICE") dated
[*] 2003 between (among others) the Issuer, The Bank of New York (the Note
Trustee for the time being referred to as the "NOTE TRUSTEE") as trustee for the
holders for the time being of the US$ Notes (the "US$ NOTEHOLDERS") and the
Trust Manager and by the Conditions (as defined below); (b) constituted by a
Note Trust Deed dated [*] 2003 (the "NOTE TRUST DEED") between (among others)
the Issuer, the Trust Manager, the Note Trustee and The Bank of New York (as
"PRINCIPAL PAYING AGENT" and "CALCULATION AGENT"); and (c) secured by a Security
Trust


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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


Deed (the "SECURITY TRUST DEED") dated [*] 2003 between the Issuer, the Trust
Manager, the Note Trustee and Perpetual Trustee Company Limited (in that
capacity, the "SECURITY TRUSTEE", which expression shall include its successor
for the time being as security trustee under the Security Trust Deed).
References to the Conditions (or to any particular numbered Condition) shall be
to the Terms and Conditions of the Class [A2/B1] Notes (or that particular one
of them) set out in schedule 5 to the Note Trust Deed but with the deletion of
those provisions which are applicable only to Class [A2/B1] Notes in definitive
form. Terms and expressions defined in the Note Trust Deed and the Conditions
shall, save as expressly stated otherwise, bear the same meanings when used
herein.

If the Issuer is obliged to issue Definitive Notes under clause 3.3(a) of the
Note Trust Deed, this Global Note may be exchanged in whole by registration on
the Note Register for Definitive Notes of Class [A2/B1] Notes and the Issuer
shall procure that the Note Registrar delivers by registration in the Note
Register, in full exchange for this Global Note, Definitive Notes in aggregate
Principal Amount equal to the Principal Amount of all Class [A2/B1] Notes
represented by this Global Note. The Issuer is not obliged to issue Definitive
Notes until 30 days after the occurrence of an event set out in clause 3.3(a) of
the Note Trust Deed.

The Issuer in its capacity as trustee of the Trust subject to this Global Note
and subject to and in accordance with the Conditions and the Note Trust Deed
promises to pay to the registered holder of this Global Note the principal sum
of US$[*] ([*] United States Dollars) or such lesser amount as may from time to
time be represented by this Global Note (or such part of that amount as may
become repayable under to the Conditions, the Series Notice and the Note Trust
Deed) on such date(s) that that principal sum (or any part of it) becomes
repayable in accordance with the Conditions, the Series Notice and the Note
Trust Deed and to pay interest in arrears on each Payment Date (as defined in
Condition 4) on the Principal Amount of this Global Note at rates determined in
accordance with Condition 4 and all subject to and in accordance with the
certification requirements described in this Global Note, the Conditions, the
Series Notice and the Note Trust Deed, which shall be binding on the registered
holder of this Global Note (as if references in the Conditions to the Notes and
the Noteholders were references to this Global Note and the registered holder of
this Global Note respectively and as if the same had been set out in this Global
Note in full with all necessary changes, except as otherwise provided in this
Global Note).

Interest and principal on this Global Note will be payable under this Global
Note in accordance with the relevant Conditions. Each of the persons appearing
from time to time in the records of DTC as the holder of a Class [A2/B1] Note
represented by this Global Note will be entitled to receive any payment so made
in respect of that Class [A2/B1] Note in accordance with the respective rules
and procedures of DTC. Such persons will have no claim directly against the
Issuer in respect of payments due on the Class [A2/B1] Notes which must be made
by the holder of this Global Note, for so long as this Global Note is
outstanding.

On any payment of principal and/or interest on the Class [A2/B1] Notes as set
out above, details of that payment shall be endorsed by or on behalf of the
Issuer on the Note Register and, in the case of payments of principal, the
Principal Amount of the Class [A2/B1] Notes shall be reduced for all purposes by
the amount so paid and endorsed. Any such record shall be prima facie evidence
that the payment in question has been made.

The Definitive Notes to be issued on an exchange of this Global Note will be in
registered form each in minimum denominations of US$100,000 and integral
multiples of US$1,000 in excess thereof. If the Issuer fails to meet its
obligations to issue Definitive Notes, this shall be without prejudice to the
Issuer's obligations


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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


with respect to the Notes under the Note Trust Deed, the Master Trust Deed, the
Series Notice and this Global Note.

On an exchange of this Global Note, this Global Note shall be surrendered to the
Principal Paying Agent.

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

IN WITNESS the Issuer has caused this Global Note to be signed by a person duly
authorised on its behalf

PERPETUAL TRUSTEES VICTORIA LIMITED
in its capacity as trustee of the Interstar Millennium Series 2003-5G Trust
By:


--------------------------------
Authorised Signatory

IMPORTANT NOTES:

(a)      The Issuer's liability to make payments in respect of the Class [A2/B1]
         Notes is limited to its right of indemnity from the assets of Trust
         from time to time available to make such payments under the Master
         Trust Deed and Series Notice. All claims against the Issuer in relation
         to the Class [A2/B1] Notes can be enforced against the Issuer only to
         the extent to which it can be satisfied out of the assets of the Trust
         out of which the Issuer is actually indemnified for the liability
         except in the case of (and to the extent of) any fraud, negligence or
         wilful default on the part of the Issuer.

(b)      The Noteholder is required to accept any distribution of moneys under
         the Security Trust Deed in full and final satisfaction of all moneys
         owing to it, and any debt represented by any shortfall that exists
         after any such final distribution is extinguished.

(c)      Neither Perpetual Trustees Victoria Limited, the Note Trustee nor the
         Security Trustee stands behind the capital value and/or performance of
         the Class [A2/B1] Notes or the assets of the Trust except to the
         limited extent provided for in the Transaction Documents relating to
         the Notes.









--------------------------------------------------------------------------------
                                                                         Page 55

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


CERTIFICATE OF AUTHENTICATION

This Global Note is authenticated by The Bank of New York as Principal Paying
Agent and until so authenticated shall not be valid for any purpose

THE BANK OF NEW YORK
as Principal Paying Agent

By:


----------------------------
Authorised Signatory

For The Bank of New York
(without recourse, warranty or liability)
Issued in New York on [*] 2003


















--------------------------------------------------------------------------------
                                                                         Page 56


<PAGE>


Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


SCHEDULE 2


FORM OF DEFINITIVE NOTE - US$ NOTES
--------------------------------------------------------------------------------



                       PERPETUAL TRUSTEES VICTORIA LIMITED
                              (ABN 47 004 027 258)
         (a limited liability company incorporated under the laws of the
                           Commonwealth of Australia)

             in its capacity as trustee of the Interstar Millennium
                       Series 2003-5G Trust (the "TRUST")

                                     US$[*]

           Class [A2/B1] Secured Floating Rate Notes Due December 2035

The issue of the Class [A2/B1] Notes was authorised by resolutions of the Board
of Directors of Perpetual Trustees Victoria Limited in its capacity as trustee
of the Trust (the "ISSUER") passed on [*] 2003.

This Class [A2/B1] Note forms one of a series of Notes which are (a) issued by a
Master Trust Deed (the "MASTER TRUST DEED") dated 2 December 1999 between
Perpetual Trustees Victoria Limited and Interstar Securities (Australia) Pty
Limited and applying to the Trust by reason of the Notice of Creation of Trust
between Interstar Securities (Australia) Pty Limited, Interstar Securitisation
Management Pty Limited (the "TRUST MANAGER") and the Issuer dated [*] 2003, by a
Series Notice (the "SERIES NOTICE") dated [*] 2003 between (among others) the
Issuer, The Bank of New York (the Note Trustee for the time being referred to as
the "NOTE TRUSTEE") as trustee for the holders for the time being of the US$
Notes (the "US$ NOTEHOLDERS") and the Trust Manager and the terms and conditions
attached to this Note (the "CONDITIONS"); (b) constituted by a Note Trust Deed
dated [*] 2003 (the "NOTE TRUST DEED") between (among others) the Issuer, the
Trust Manager, the Note Trustee and The Bank of New York (as "PRINCIPAL PAYING
AGENT" and "CALCULATION AGENT"); and (c) secured by a Security Trust Deed (the
"SECURITY TRUST DEED") dated [*] 2003 between the Issuer, the Trust Manager, the
Note Trustee and Perpetual Trustee Company Limited (in that capacity, the
"SECURITY TRUSTEE", which expression shall include its successor for the time
being as security trustee under the Security Trust Deed).

The Issuer, in its capacity as trustee of the Trust, subject to this Class
[A2/B1] Note and subject to and in accordance with the Conditions and the Note
Trust Deed for value received promises to pay to the registered holder on the
Payment Date (as defined in Condition 4 of the terms and conditions (the
"CONDITIONS") endorsed on the form of this Class [A2/B1] Note) falling in
December 2035 (or on such earlier date(s) as the Principal Amount of this Class
[A2/B1] Note (or part of it) may become repayable in accordance with the
Conditions) the principal sum of:

                       US$[*] ([*] United States Dollars)

or such part of that amount as may be repayable on such date(s) in accordance
with the Conditions, the Series Notice, the Master Trust Deed and the Note Trust
Deed, together with interest on the Principal Amount payable in arrears on each
Payment Date and such other amounts (if any) as may be payable, all subject to
and in accordance with the Conditions and the provisions of the Series Notice,
the Master Trust Deed and the Note Trust Deed.


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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


This Class [A2/B1] Note shall not become valid for any purpose unless and until
the attached Certificate of Authentication has been signed by any authorised
signatory of The Bank of New York as Principal Paying Agent.

IN WITNESS this Note has been executed on behalf of the Issuer.

PERPETUAL TRUSTEES VICTORIA LIMITED


By:


--------------------------------
Authorised Signatory

Dated as of [*],

Issued in [*]

IMPORTANT NOTES:

(a)      The Issuer's liability to make payments in respect of the Class [A2/B1]
         Notes is limited to its right of indemnity from the assets of Trust
         from time to time available to make such payments under the Master
         Trust Deed and Series Notice. Any claim against the Issuer in relation
         to the Class [A2/B1] Notes can be enforced against the Issuer only to
         the extent to which it can be satisfied out of the assets of the Trust
         out of which the Issuer is actually indemnified for the liability
         except in the case of (and to the extent of) any fraud, negligence or
         wilful default on the part of the Issuer.

(b)      Each Class [A2/B1] Noteholder is required to accept any distribution of
         moneys under the Security Trust Deed in full and final satisfaction of
         all moneys owing to it, and any debt represented by any shortfall that
         exists after any such final distribution is extinguished.

(c)      Neither Perpetual Trustees Victoria Limited, the Note Trustee nor the
         Security Trustee stands behind the capital value and/or performance of
         the Class [A2/B1] Notes or the assets of the Trust except to the
         limited extent provided for in the Transaction Documents relating to
         the Notes.

                          CERTIFICATE OF AUTHENTICATION

This Note is one of the Notes

referred to in the Note Trust Deed

THE BANK OF NEW YORK

as Principal Paying Agent

By:



----------------------------------
Authorised Signatory

For The Bank of New York

(without recourse, warranty or liability)

Issued in [*] on [*]


--------------------------------------------------------------------------------
                                                                         Page 58


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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


SCHEDULE 3


PROVISIONS FOR MEETINGS OF US$ NOTEHOLDERS
--------------------------------------------------------------------------------

1.       As used in this Schedule the following expressions shall have the
         following meanings unless the context otherwise requires:

         VOTING CERTIFICATE shall mean an English language certificate issued by
         a Paying Agent and dated in which it is stated:

         (a)   that on the date thereof Notes of the relevant class (not being
               Notes in respect of which a block voting instruction has been
               issued and is outstanding in respect of the meeting specified in
               such voting certificate and any such adjourned meeting) were
               either deposited with such Paying Agent or (to the satisfaction
               of such Paying Agent) were held to its order or under its control
               or blocked by a depository holding the same in a manner approved
               by the Note Trustee and that no such Notes will cease to be so
               deposited, held or blocked until the first to occur of:

               (i)    the conclusion of the meeting specified in such
                      certificate or, if applicable, any such adjourned meeting;
                      and

               (ii)   the surrender of the certificate to the Paying Agent who
                      issued the same; and

         (b)   that the bearer thereof is entitled to attend and vote at such
               meeting and any such adjourned meeting in respect of the Notes
               represented by such certificate;

         BLOCK VOTING INSTRUCTION shall mean an English language document issued
         by a Paying Agent and dated in which:

         (a)   it is certified that Notes of the relevant class (not being Notes
               in respect of which a voting certificate has been issued and is
               outstanding in respect of the meeting specified in such block
               voting instruction and any such adjourned meeting) of a specified
               aggregate Principal Amount have been deposited with such Paying
               Agent or (to the satisfaction of such Paying Agent) are held to
               its order or under its control or blocked by a depository holding
               the same in a manner approved by the Note Trustee and that no
               such Notes will cease to be so deposited, held or blocked until
               the first to occur of:

               (i)    the conclusion of the meeting specified in such document
                      or, if applicable, any such adjourned meeting; and

               (ii)   the surrender to the Paying Agent, not less than 48 hours
                      before the time for which such meeting or any such
                      adjourned meeting is convened, of the receipt issued by
                      such Paying Agent in respect of each such deposited Note
                      which is to be released or (as the case may require) the
                      Note or Notes ceasing with the agreement of the Paying
                      Agent to be held to its order or under its control or
                      blocked and the giving of notice by the Paying Agent to
                      the Trustee in accordance with paragraph 17 below of the
                      necessary amendment to the block voting instruction;

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--------------------------------------------------------------------------------


         (b)   it is certified that each holder of such Notes has instructed
               such Paying Agent or that the relevant Clearing Agency has
               advised such Paying Agent that the holder of such Notes has given
               instructions, that the vote(s) attributable to the Note(s) so
               deposited, held or blocked should be cast in a particular way in
               relation to the resolution or resolutions to be put to such
               meeting or any such adjourned meeting and that all such
               instructions are during the period commencing 48 hours prior to
               the time for which such meeting or any such adjourned meeting is
               convened and ending at the conclusion or adjournment thereof
               neither revocable or capable of amendment;

         (c)   the total number and the serial numbers of the Notes so
               deposited, held or blocked are listed distinguishing with regard
               to each such resolution between those in respect of which
               instructions have been given as aforesaid that the votes
               attributable thereto should be cast in favour of the resolution
               and those in respect of which instructions have been so given
               that the votes attributable thereto should be cast against the
               resolution; and

         (d)   one or more persons named in such document (each hereinafter
               called PROXY) is or are authorised and instructed by such Paying
               Agent to cast the votes attributable to the Notes so listed in
               accordance with the instructions referred to in (c) above as set
               out in such document.

         EXTRAORDINARY RESOLUTION when used in this deed means a resolution
         passed at a meeting of the Noteholders duly convened and held in
         accordance with the provisions of this deed by a majority consisting of
         not less than three-fourths of the persons voting upon a show of hands
         or if a poll be duly demanded then by a majority consisting of not less
         than three-fourths of the votes given on such poll.

         48 HOURS shall mean a period of 48 hours including all or part of two
         days upon which banks are open for business in both the place where the
         relevant meeting is to be held and in each of the places where the
         Paying Agents have their specified offices (disregarding for this
         purpose the day upon which such meeting is to be held) and such period
         shall be extended by one or, to the extent necessary, more periods of
         24 hours until there is included as aforesaid all or part of two days
         upon which banks are open for business as aforesaid; and

         24 HOURS shall mean a period of 24 hours including all or part of a day
         upon which banks are open for business in both the place where the
         relevant meeting is to be held and in each of the places where the
         Paying Agents have their specified offices (disregarding for this
         purpose the day upon which such meeting is to be held) and such period
         shall be extended by one or, to the extent necessary, more periods of
         24 hours until there is included as aforesaid all or part of a day upon
         which banks are open for business as aforesaid.

         NOTES and NOTEHOLDERS shall mean US$ Notes and US$ Noteholders
         respectively.

         The holder of any voting certificate or the proxies named in any block
         voting instruction shall for all purposes in connection with the
         relevant meeting or adjourned meeting of Noteholders be deemed to be
         the holder of the Notes to which such voting certificate or block
         voting instruction relates and the Paying Agent with which such Notes
         have been deposited or the person holding the same to the order or
         under the control of such Paying Agent or the person holding the same
         shall be deemed for such purposes not to be the holder of those notes.


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--------------------------------------------------------------------------------


2.       CONVENING OF MEETINGS

         The Trustee, the Trust Manager or the Note Trustee may at any time and
         the Trustee shall upon a requisition in writing signed by the holders
         of not less than one-tenth of the aggregate Principal Amount of the
         Notes for the time being then outstanding convene a meeting of the
         Noteholders and if the Trustee makes default for a period of seven days
         in convening such a meeting the same may be convened by the Note
         Trustee or the requisitioners. Every such meeting shall be held at such
         place as the Note Trustee may appoint or approve.

3.       NOTICE OF MEETINGS

         At least 21 days' notice (exclusive of the day on which the notice is
         given and the day on which the meeting is held) specifying the place,
         day and hour of meeting shall be given by the Note Trustee (if the
         meeting is convened by the Note Trustee), by the Trustee (if the
         meeting is convened by the Trustee) or by the Trust Manager (if the
         meeting is convened by the Trust Manager) to the relevant Noteholders
         prior to any meeting of the relevant Noteholders in the manner provided
         by the relevant Condition 12. Such notice shall state generally the
         nature of the business to be transacted at the meeting thereby convened
         by and (except for an Extraordinary Resolution) it shall not be
         necessary to specify in such notice the terms of any resolution to be
         proposed. Such notice shall include a statement to the effect that
         Notes may be deposited with Paying Agents or (to their satisfaction)
         held to their order or under their control or blocked by a depository
         holding the same in a manner approved by the Note Trustee for the
         purpose of obtaining voting certificates or appointing proxies until 48
         hours before the time fixed for the meeting but not thereafter. A copy
         of the notice shall be sent by post to the Note Trustee (unless the
         meeting is convened by the Note Trustee) and to the Trustee (unless the
         meeting is convened by the Trustee or the Trust Manager).

4.       CHAIRMAN

         Some person (who may but need not be a Noteholder) nominated in writing
         by the Note Trustee shall be entitled to take the chair at every such
         meeting but if no such nomination is made or if at any meeting the
         person nominated shall not be present within fifteen minutes after the
         time appointed for holding the meeting the relevant Noteholders present
         shall choose one of their number to he Chairman. The Chairman of an
         adjourned meeting need not be the same person as the Chairman of the
         original meeting.

5.       QUORUM

         At any meeting two or more persons present holding Notes or voting
         certificates or being proxies in respect thereof and holding or
         representing in the aggregate not less than one-twentieth of the
         aggregate Principal Amount of the Notes, then outstanding, shall
         (except for the purposes of passing an Extraordinary Resolution) form a
         quorum for the transaction of business and no business (other than the
         choosing of a Chairman) shall be transacted at any meeting unless the
         requisite quorum be present at the commencement of business. The quorum
         at any such meeting for passing an Extraordinary Resolution shall
         (subject as provided below) be two or more persons present holding
         Notes, or voting certificates or being proxies in respect thereof and
         holding or representing in the aggregate a clear majority of the
         aggregate Principal Amount of the Notes, then outstanding PROVIDED THAT
         subject to paragraph 13(b) below, at any meeting the business of which
         includes

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         any of the following matters (each of which shall only be capable of
         being effected after having been approved by Extraordinary Resolution)
         namely:

         (a)   modification of the date fixed for final maturity of the Notes;

         (b)   reduction or cancellation of the principal payable on the Notes
               or any alteration of the date or priority of redemption of the
               Notes;

         (c)   alteration of the amount of interest payable on any class of the
               Notes or modification of the method of calculating the amount of
               interest payable on the Notes or modification of the date of
               payment of an, interest payable on the Notes;

         (d)   alteration of the currency in which payments under the Notes are
               to be made;

         (e)   alteration of the majority required to pass an Extraordinary
               Resolution or the manner in which such majority is constituted;

         (f)   the sanctioning of any such scheme or proposal as is described in
               paragraph 18 below; or

         (g)   alteration of this proviso or the proviso to paragraph 6 below,

         the quorum shall, subject as provided further below, be two or more
         persons present holding Notes, as the case may be, or voting
         certificates or being proxies in respect thereof and holding or
         representing in the aggregate not less than three-quarters or at any
         adjourned meeting, 25% of the aggregate Principal Amount of the Notes
         then outstanding.

6.       ADJOURNMENT

         If within fifteen minutes after the time appointed for any such meeting
         a quorum is not present the meeting shall, if convened upon the
         requisition of the Noteholders be dissolved. In any other case it shall
         stand adjourned to the same day in the next week (or if such day is a
         public holiday the next succeeding business day) at the same time and
         place (except in the case of a meeting at which an Extraordinary
         Resolution is to be proposed in which case it shall stand adjourned for
         such period being not less than 14 days nor more than 42 days, and at
         such place as may be appointed by the Chairman of the meeting and
         approved by the Note Trustee) and at such adjourned meeting two or more
         persons present holding Notes, or voting certificates or being proxies
         in respect thereof (whatever the aggregate of the Principal Amount of
         the Notes then outstanding held) shall (subject as provided below) form
         a quorum and shall (subject as provided below) have power to pass any
         Extraordinary Resolution or other resolution and to decide upon all
         matters which could properly have been dealt with at the meeting from
         which the adjournment took place had the requisite quorum been present
         PROVIDED THAT, subject to paragraph 13(b) below, at any adjourned
         meeting the business of which includes any of the matters specified in
         the proviso to paragraph 5 above, the quorum shall, subject as provided
         further below, be two or more persons present holding Notes be or
         voting certificates or being proxies in respect thereof and holding or
         representing in the aggregate not less than one-quarter of the
         aggregate of the Principal Amount of the Notes, then outstanding.

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

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         Notice of any adjourned meeting at which an Extraordinary Resolution is
         to be submitted shall be given in the same manner as notice of an
         original meeting but as if 10 were substituted for 21 in paragraph 3
         above and such notice shall (except in cases where the proviso to
         paragraph 6 applies when it shall state the relevant quorum) state that
         the persons present holding Notes, or voting certificates or being
         proxies in respect thereof at the adjourned meeting (whatever the
         aggregate of the Principal Amount of the Notes then outstanding held)
         will form a quorum. Subject as aforesaid it shall not be necessary to
         give any notice of any adjourned meeting.

7.       VOTING PROCEDURE

         Every resolution submitted to a meeting shall (subject to paragraph 20)
         be decided by a simple majority, in the first instance by a show of
         hands, then (subject to paragraph 9) by a poll and in case of equality
         of votes the Chairman shall both on a show of hands and on a poll have
         a casting vote in addition to the vote or votes (if any) to which he
         may be entitled as a Noteholder (in the case of Notes in definitive
         form) or as a holder of a voting certificate or as a proxy. Any poll
         demanded at any such meeting on the election of a Chairman or on any
         question of adjournment shall be taken at the meeting without
         adjournment.

8.       DECLARATION

         At any meeting, unless a poll is (before or on the declaration of the
         result of the show of hands) demanded by the Chairman or the Trustee or
         by two or more persons present holding Notes or voting certificates or
         being proxies and holding or representing in the aggregate not less
         than one-fiftieth part of the aggregate of the Principal Amount of the
         Notes, then outstanding a declaration by the Chairman that a resolution
         has been carried by a particular majority or lost or not carried by a
         particular majority shall be conclusive evidence of that fact without
         proof of the number or proportion of the votes recorded in favour or
         against such resolution. Subject to paragraph 12 below, if at any such
         meeting a poll is so demanded, it shall be taken in such manner and
         subject as hereinafter provided either at once or after an adjournment
         as the Chairman directs and the result of such poll shall be deemed to
         be the resolution of the meeting at which the poll was demanded as at
         the date of the taking of the poll. The demand for a poll shall not
         prevent the continuance of the meeting for the transaction of any
         business other than the motion on which the poll has been demanded.

9.       RIGHT TO ATTEND AND SPEAK

         The Note Trustee and its lawyers and any director, officer or employee
         of a corporation being a trustee of this deed and any director or
         officer of the Trustee and the lawyers of the Trustee and any other
         person authorised in that behalf by the Note Trustee may attend and
         speak at any meeting. Save as aforesaid but without prejudice to the
         proviso to the definition of outstanding in Clause 1, no person shall
         be entitled to attend and speak nor shall any person be entitled to
         vote at any meeting of the Noteholders or join with others in
         requesting the convening of such a meeting or to exercise the rights
         conferred on the Noteholders by Conditions 9 and 10 unless he either
         produces the Note(s) of which he is the holder or a voting certificate
         or is a proxy. Neither the Issuer nor any of its subsidiaries or
         holding companies or other subsidiaries of such holding companies shall
         be entitled to vote at any meeting in respect of Notes held
         beneficially by it or for its account. Nothing herein

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         contained shall prevent any of the proxies named in any block voting
         instruction from being a director, officer or representative or
         otherwise connected with the Trustee.

10.      VOTING ENTITLEMENT

         Subject as provided in paragraph 1 hereof at any meeting:

         (a)   on a show of hands every person who is present in person and
               produces a Definitive Note, or a voting certificate or is a proxy
               in respect thereof shall have one vote; and

         (b)   on a poll every person who is so present shall have one vote in
               respect of each US$ of Principal Amount of the Notes then
               outstanding of the Notes so produced or represented by the voting
               certificate so produced or in respect of which he is a proxy.

         Without prejudice to the obligations of the proxies named in any block
         voting instructions any person entitled to more than one vote need not
         use all his votes or cast all the votes to which he is entitled in the
         same way. The proxies named in any block voting instruction need not be
         Noteholders.

11.      REQUIREMENTS FOR PROXIES

         Each block voting instruction together (if so required by the Note
         Trustee) with proof satisfactory to the Note Trustee of its due
         execution on behalf of the relevant Paying Agent shall be deposited at
         such place as the Note Trustee shall approve not less than 24 hours
         before the time appointed for holding the meeting or adjourned meeting
         at which the proxies named in the block voting instruction propose to
         vote and in default of such deposit the block voting instruction shall
         not be treated as valid unless the Chairman of the meeting decides
         otherwise before such meeting or adjourned meeting proceeds to
         business. A notarially certified copy of each block voting instruction
         shall, unless the Note Trustee otherwise agrees, be deposited with the
         Note Trustee before the commencement of the meeting or adjourned
         meeting but the Note Trustee shall not thereby be obliged to
         investigate or be concerned with the validity of or the authority of
         the proxies named in any such block voting.

12.      PROXY REMAINS VALID

         Any vote cast in accordance with the terms of a block voting
         instruction shall be valid notwithstanding the previous revocation or
         amendment of the block voting instruction or of any of the Noteholder's
         instructions pursuant to which it was executed PROVIDED THAT no
         intimation in writing of such revocation or amendment shall have been
         received from the relevant Paying Agent by the Trustee at its
         registered office (or such other place as may have been approved by the
         Note Trustee for the purpose) by the time being 24 hours before the
         time appointed for holding the meeting or adjourned meeting at which
         the block voting instruction is to be used.

13.      EXTRAORDINARY RESOLUTIONS

         (a)   Subject to paragraph (b), a meeting of the Noteholders shall in
               addition to the powers given under this deed have the following
               powers exercisable by Extraordinary Resolution (subject to the
               provisions relating to quorum contained in paragraphs 5 and 6
               above) only:

               (i)    power to sanction any compromise or arrangement proposed
                      to be made between the Trustee and the Noteholders;

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               (ii)   power to sanction any abrogation, modification, compromise
                      or arrangement in respect of the rights of the Noteholders
                      against the Trustee or against any of its property or
                      against any other person whether such rights shall arise
                      under this deed, any of the Notes or otherwise;

               (iii)  power to assent to any modification of the provisions
                      contained in this deed, the Notes (including the
                      Conditions) or the provisions of any of the Relevant
                      Documents which shall be proposed by the Trustee or the
                      Note Trustee;

               (iv)   power to give any authority or sanction which under the
                      provisions of this deed or the Notes (including the
                      Conditions) is required to be given by Extraordinary
                      Resolution;

               (v)    power to appoint any persons (whether Noteholders or not)
                      as a committee or committees to represent the interests of
                      the Noteholders and to confer upon such committee or
                      committees any powers or discretions which the Noteholders
                      could themselves exercise by Extraordinary Resolution;

               (vi)   power to approve of a person to be appointed a trustee and
                      power to remove any trustee or trustees for the time being
                      under this deed;

               (vii)  power to discharge or exonerate the Note Trustee from all
                      liability in respect of any act or omission for which the
                      Note Trustee may have become responsible under this deed
                      or under the Notes;

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

               (xi)   power to sanction any scheme or proposal for the exchange
                      or sale of the Notes for, or the conversion of the Notes
                      as the case may be, into, or the cancellation of the Notes
                      in consideration of shares, stock, notes, bonds'
                      debentures, debenture stock and/or other obligations
                      and/or securities of the Trustee or of any other company
                      formed or to be formed, or for or into or in consideration
                      of cash, or partly for or into or in consideration of such
                      shares, stock, notes, bonds, debenture stock and/or other
                      obligations and/or securities as aforesaid and partly for
                      or into or in consideration of cash.

         (b)   Despite paragraph (a) no modification involving any of the
               matters referred to in paragraphs 5(a) to 5(e) (both inclusive)
               above in relation to the Noteholders shall be effective unless
               the Note Trustee is of the opinion that such modification is
               being proposed by the Trustee as a result of, or in order to
               avoid, an Event of Default.

14.      RESOLUTION BINDING ON NOTEHOLDERS

         Subject to paragraph 13(b) above, any resolution passed at a meeting of
         the Noteholders generally, or a Class of Noteholders, duly convened and
         held in accordance with this deed shall be binding upon all the
         Noteholders whether present or not present at such meeting and whether
         or not voting; and, in such case, each of such Noteholders shall be
         bound to give effect to such resolution accordingly and the passing of
         any such resolution shall be conclusive evidence that the


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         circumstances justify the passing thereof. Notice of the result of the
         voting on any resolution duly considered by the Noteholders shall be
         published in accordance with the relevant Condition 12 by the Trustee
         within 14 days of such result being known PROVIDED THAT the
         non-publication of such notice shall not invalidate such resolution.

15.      MINUTES AND RECORDS

         Minutes of all resolutions and proceedings at every such meeting shall
         be made and duly entered in books to be from time to time provided for
         that purpose by the Trustee and any such Minutes as aforesaid if
         purporting to be signed by the Chairman of the meeting at which such
         resolutions were passed or proceedings had shall be conclusive evidence
         of the matters contained in them and until the contrary is proved every
         such meeting in respect of the proceedings of which Minutes have been
         made shall be deemed to have been duly held and convened and all
         resolutions passed at proceedings to have been duly passed or had.

16.      FURTHER PROCEDURES FOR MEETINGS

         Subject to all other provisions contained in this deed the Note Trustee
         may without the consent of the Trustee the Noteholders prescribe such
         further regulations regarding the requisitioning and/or the holding of
         meetings of Noteholders and attendance and voting at meetings of
         Noteholders as the Note Trustee may in its sole discretion think fit.

17.      WRITTEN RESOLUTIONS

         References in this deed to a resolution duly passed at a meeting of the
         Noteholders shall include, where the context permits, a resolution in
         writing signed by or on behalf of all Noteholders or a Class of
         Noteholders who for the time being are entitled to receive notice of a
         meeting in accordance with the provisions herein contained. Such
         resolution in writing may be contained in one document or in several
         documents in like form each signed by or on behalf of one or more of
         the Noteholders.

18.      GLOBAL NOTEHOLDER

         So long as the Notes are represented by any Global Note, the holder of
         a Global Note shall for the purposes of paragraph 5 be deemed to
         constitute a quorum and for the purposes of this schedule be deemed to
         be holding such Principal Amount of the Notes (up to the Principal
         Amount of Notes then outstanding) as the holder of the Global Note may
         specify and able to vote such amount for or against or to abstain from
         voting in such Principal Amount as the holder may specify.



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SCHEDULE 4


INFORMATION TO BE CONTAINED IN NOTEHOLDERS REPORT
--------------------------------------------------------------------------------

The following information is to be included in the Noteholders Report for each
Collection Period:

(a)  the aggregate Principal Amount of each Class of Notes as at the first day
     after the Payment Date occurring during the Collection Period;

(b)  the aggregate amount of Interest payable on each Class of Notes on the
     corresponding Payment Date (if any);

(c)  the aggregate of all Principal Payments to be made in respect of each Class
     of Notes on the corresponding Payment Date (if any);

(d)  the Income for the Collection Period;

(e)  the Mortgage Principal Repayments for the Collection Period;

(f)  the Expenses for the Collection Period;

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

(h)  the Interest Rate for the Class A2 Notes for the Interest Period ending on
     the day before the next Payment Date;

(i)  the Interest Rate for the Class B1 Notes for the Interest Period ending on
     the day before the next Payment Date;

(j)  the schedule and unscheduled payments of principal on the Purchased Loans
     during the Collection Period;

(k)  the aggregate of the outstanding balances of the Purchased Loans as at the
     last day of the Collection Period;

(l)  the Aggregate Principal Loss Amount (if any) for the Collection Period;

(m)  the Charge-offs and Carryover Charge-offs in relation to each US$ Note on
     the corresponding Payment Date (if any);

(n)  the Recovery Amount for the corresponding Payment Date (if any); and

(o)  delinquency and loss statistics with respect to the Purchased Loans during
     the Collection Period.





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SCHEDULE 5


TERMS AND CONDITIONS OF US$ NOTES
--------------------------------------------------------------------------------

The following, subject to amendments, are the terms and conditions of the US$
Notes, substantially as they will appear on the reverse of the US$ Notes in
definitive form. US$ Notes in definitive form will only be issued in certain
circumstances. While the US$ Notes remain in global form, the same terms and
conditions govern them, except to the extent that they are appropriate only to
the US$ Notes in definitive form. For a summary of the provisions relating to
the US$ Notes in global form, see the summary at the end of this section.

Paragraphs in italics are included by way of explanation only, and do not
constitute part of the terms and conditions of the US$ Notes.

The issue of US$[750,000,000] Mortgage Backed Floating Rate Notes due December
2035 (the CLASS A2 NOTES), US$[28,000,000] Mortgage Backed Floating Rate Notes
due December 2035 (the CLASS B1 NOTES) and A$[47,000,000] Mortgage Backed
Floating Rate Notes due December 2035 (the CLASS B2 NOTES) (the Class A1 Notes
(as defined in the Series Notice) and the Class A2 Notes, together the CLASS A
NOTES, the Class B1 Notes and the Class B2 Notes, together the CLASS B NOTES,
the Class A2 Notes and the Class B1 Notes, together the US$ NOTES, and the Class
A Notes and the Class B Notes, together the NOTES) by Perpetual Trustees
Victoria Limited in its capacity as trustee of the Interstar Millennium Series
2003-5G Trust (the TRUST) (in such capacity the ISSUER) was authorised by a
resolution of the Board of Directors of the Issuer passed on [*] 2003. These
Notes are: (a) issued subject to a Master Trust Deed (the MASTER TRUST DEED)
dated 2 December 1999 between Perpetual Trustees Victoria Limited and Interstar
Securities (Australia) Pty Limited and applying to the Trust by reason of the
Notice of Creation of Trust between Interstar Securitisation Management Pty
Limited (the TRUST MANAGER), Interstar Securities (Australia) Pty Limited and
the Issuer dated [*] 2003, by a Series Notice (the SERIES NOTICE) dated [*] 2003
between (among others) the Issuer, The Bank of New York (the Note Trustee for
the time being, referred to as the NOTE TRUSTEE) as trustee for the holders for
the time being of the US$ Notes (the US$ NOTEHOLDERS) and the Trust Manager and
by these terms and conditions (the CONDITIONS); (b) constituted by a Note Trust
Deed dated [*] 2003 (the NOTE TRUST DEED) between (among others) the Issuer, the
Trust Manager, the Note Trustee, The Bank of New York as principal paying agent
(the PRINCIPAL PAYING AGENT, which expression includes its successors as
principal paying agent under the Agency Agreement (as defined below)) and The
Bank of New York as calculation agent (the CALCULATION AGENT, which expression
includes its successors as calculation agent under the Agency Agreement (as
defined below)); and (c) secured by a Security Trust Deed (the SECURITY TRUST
DEED) dated [*] 2003 between the Issuer, the Trust Manager, the Note Trustee and
Perpetual Trustee Company Limited (in that capacity, the SECURITY TRUSTEE, which
expression shall include its successor for the time being as security trustee
under the Security Trust Deed).

The statements set out below include summaries of, and are subject to the
detailed provisions of, the Master Trust Deed, the Series Notice, the Security
Trust Deed and the Note Trust Deed. Certain words and expressions used in these
Conditions have the meanings defined in those documents. In accordance with an
agency agreement (the AGENCY AGREEMENT) dated [*] 2003 between the Issuer, the
Trust Manager, the Note Trustee, the Principal Paying Agent, the Calculation
Agent and The Bank of New York as note registrar (the


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NOTE REGISTRAR, which expression includes its successors as note registrar under
the Agency Agreement), and under which further paying agents may be appointed
(together with the Principal Paying Agent the PAYING AGENTS, which expression
includes the successors of each paying agent as such under the Agency Agreement
and any additional paying agents appointed), payments in respect of the US$
Notes will be made by the Paying Agents and the Calculation Agent will make the
determinations specified in the Agency Agreement. The US$ Noteholders will be
entitled (directly or indirectly) to the benefit of, will be bound by, and will
be deemed to have notice of, all the provisions of the Conditions, the Master
Trust Deed, the Series Notice, the Security Trust Deed, the Note Trust Deed, the
Agency Agreement and the Investment Management Agreement (the SERVICING
AGREEMENT) dated 3 December 1999 and made between the Issuer and Interstar
Securities (Australia) Pty Limited as servicer (in that capacity and together
with any substitute or successor, the SERVICER) (together with the agreements
with respect to the Interest Rate Swap and each Currency Swap (as each such term
is defined below), those documents being the RELEVANT DOCUMENTS and, together
with certain other transaction documents defined as such in the Series Notice,
the TRANSACTION DOCUMENTS). Copies of certain Transaction Documents are
available for inspection at the New York office of the Note Trustee, being at
the date of issue of the US$ Notes 101 Barclay Street, 21W, New York, New York
10286.

In connection with the issue of the US$ Notes, the Issuer may enter into an ISDA
(defined below) master interest rate exchange agreement with a counterparty
rated at least A-1 (short term) by S&P and A2 (long term) or P-1 (short term) by
Moody's (the INTEREST RATE SWAP PROVIDER) together with each confirmation
relating thereto (the INTEREST RATE SWAPS). The Issuer will enter into an ISDA
master currency exchange agreement with Barclays Bank PLC (the CURRENCY SWAP
PROVIDER and, together with the Interest Rate Swap Provider, the SWAP PROVIDERS)
together with two confirmations relating thereto (each a CURRENCY SWAP and,
together with the Interest Rate Swap, the HEDGE AGREEMENTS).

Each Global Note for the US$ Notes will bear the following legend: "This global
note is a global bond for the purposes of section 128F(10) of the Income Tax
Assessment Act 1936 of the Commonwealth of Australia".


1.       CONDITION 1.  FORM, DENOMINATION AND TITLE
--------------------------------------------------------------------------------

         The US$ Notes are serially numbered and will be issued in registered
         form in minimum denominations of US$100,000 and integral multiples of
         US$1,000 in excess thereof, without interest coupons.

         The US$ Notes will be represented by three or more typewritten fully
         registered book-entry notes (each, a GLOBAL NOTE and collectively, the
         GLOBAL NOTES) registered in the name of Cede & Co. (CEDE) as nominee of
         The Depository Trust Company (DTC). Beneficial interests in the Global
         Notes will be shown on, and transfers thereof will be effected only
         through, records maintained by DTC and its participants. Euroclear Bank
         S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and
         Clearstream Banking, societe anonyme (CLEARSTREAM, LUXEMBOURG), may
         hold interests in the Global Notes on behalf of persons who have
         accounts with Euroclear and Clearstream, Luxembourg through accounts
         maintained in the names of Euroclear or Clearstream, Luxembourg, or in
         the names of their respective depositories, with DTC.

         If the Issuer is obliged to issue Definitive Notes under clause 3.3 of
         the Note Trust Deed, interests in the applicable Global Note will be
         transferred to the beneficial owners thereof in the form of Definitive
         Notes, without interest coupons, in the denominations set forth above.
         A Definitive Note

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         will be issued to each Noteholder in respect of its registered holding
         or holdings of US$ Notes against delivery by such Noteholders of a
         written order containing instructions and such other information as
         the Issuer and the Note Registrar may require to complete, execute and
         deliver such Definitive Notes. In such circumstances, the Issuer will
         cause sufficient Definitive Notes to be executed and delivered to the
         Note Registrar for completion, authentication and dispatch to the
         relevant Noteholders.

2.       CONDITION 2. STATUS, SECURITY AND RELATIONSHIP BETWEEN THE CLASS A
         NOTES AND THE CLASS B NOTES
--------------------------------------------------------------------------------

         The Class A Notes are secured by a floating charge over all of the
         assets of the Trust (which include, among other things, the Loans (as
         defined below) and the Mortgages (as defined below) and related
         securities) (as more particularly described in the Security Trust Deed)
         and within each class will rank pari passu and rateably without any
         preference or priority among themselves.

         The priority with regard to payment of interest and principal in
         respect of the Class A1 Notes and the Class A2 Notes respectively are
         set out in Conditions 4 and 5. The Notes are secured by the same
         charge, but the Class A Notes will rank pari passu and rateably in the
         event of the charge created by the Security Trust Deed being enforced.
         If the Threshold Requirements (as defined in the Series Notice) are
         satisfied, payments of principal will be applied (subject to certain
         other obligations ranking in priority) in repaying principal: first, on
         the Class A1 Notes pari passu without preference or priority amongst
         themselves; and second, on the Class A2 Notes and the Class B Notes
         pari passu without preference or priority amongst themselves. If the
         Threshold Requirements are not satisfied, payments of principal will be
         applied (subject to certain other obligations ranking in priority) in
         repaying principal: first, on the Class A1 Notes pari passu without
         preference or priority amongst themselves; second, on the Class A2
         Notes pari passu without preference or priority amongst themselves; and
         third, on the Class B Notes pari passu without preference or priority
         amongst themselves. Payments of Interest on the Class A Notes will rank
         pari passu amongst the Class A Notes.

         The Class B Notes are issued subject to the Master Trust Deed and the
         Series Notice and are secured by the same charge as secures the Class A
         Notes but the Class A Notes will rank in priority to the Class B Notes
         in the event of the charge created by the Security Trust Deed being
         enforced. Payments of Interest on the Class B Notes are subordinated to
         such payments in respect of the Class A Notes and to certain other
         payments. Payments in respect of principal on the Class B Notes rank
         pari passu with such payments on the Class A2 Notes where the Threshold
         Requirements are satisfied and are subordinated to such payments on the
         Class A2 Notes where the Threshold Requirements are not satisfied.
         Payments in respect of principal on the Class B Notes are subordinated
         to such payments on the Class A1 Notes.

         The proceeds of the issue of the Notes are to be used by the Issuer to
         purchase certain housing loans (the LOANS) and related mortgages (the
         MORTGAGES) from Interstar Securities (Australia) Pty Limited (the
         APPROVED SELLER).

         The net proceeds of realisation of the assets of the Trust (including
         following enforcement of the Security Trust Deed) may be insufficient
         to pay all amounts due to the Noteholders. Save in certain

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         limited circumstances, the other assets of the Issuer will not be
         available for payment of any shortfall arising and all claims in
         respect of such shortfall shall be extinguished. None of the Servicer,
         the Trust Manager, the Note Trustee, the Security Trustee, the Swap
         Providers, the Paying Agents, the Calculation Agent, the Note
         Registrar or the Note Managers (as defined in the Series Notice) has
         any obligation to any Noteholder for payment of any amount by the
         Issuer in respect of the Notes.

         The Note Trust Deed contains provisions requiring the Note Trustee to
         have regard to the interests of the US$ Noteholders as regards all the
         powers, trusts, authorities, duties and discretions of the Note Trustee
         (except where expressly provided otherwise).

         The Security Trust Deed contains provisions requiring the Security
         Trustee, subject to the other provisions of the Security Trust Deed,
         (a) to give priority to the interests of the Class A Noteholders if
         there is a conflict between the interests of such Noteholders and the
         Class B Noteholders, and (b) to give priority to the interests of the
         Class B Noteholders and the Class A Noteholders if there is a conflict
         between the interests of such Noteholders and any other Voting
         Mortgagee. If there is a conflict between the interests of the Class A1
         Noteholders and the Class A2 Noteholders, the Security Trustee must
         convene a meeting of the Class A Noteholders to resolve that conflict.
         An Extraordinary Resolution of the Class A Noteholders in respect of
         the conflict is binding on all the Class A1 Noteholders and the Class
         A2 Noteholders.

3.       CONDITION 3.  COVENANTS OF THE ISSUER
--------------------------------------------------------------------------------

         So long as any of the Notes remains outstanding, the Issuer makes
         certain covenants for the benefit of the Noteholders which are set out
         in the Master Trust Deed.

         These covenants include the following.

         (a)   The Issuer must act continuously as trustee of the Trust until
               the Trust is terminated as provided by the Master Trust Deed or
               the Issuer has retired or been removed from office in the manner
               provided under the Master Trust Deed.

         (b)   The Issuer must:

               (i)    act honestly and in good faith in the performance of its
                      duties and in the exercise of its discretions under the
                      Master Trust Deed;

               (ii)   subject to the Master Trust Deed, exercise such diligence
                      and prudence as a prudent person of business would
                      exercise in performing its express functions and in
                      exercising its discretions under the Master Trust Deed,
                      having regard to the interests of the Noteholders and
                      other creditors and beneficiaries of the Trust;

               (iii)  use its best endeavours to carry on and conduct its
                      business in so far as it relates to the Master Trust Deed
                      in a proper and efficient manner;

               (iv)   keep, or ensure that the Trust Manager keeps, accounting
                      records which correctly record and explain all amounts
                      paid and received by the Issuer;

               (v)    keep the Trust separate from each other trust which is
                      constituted under the Master Trust Deed and account for
                      assets and liabilities of the Trust separately from those
                      of other trusts constituted under the Master Trust Deed;


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               (vi)   do everything and take all such actions which are
                      necessary (including obtaining all appropriate
                      authorisations) to ensure that it is able to exercise all
                      its powers and remedies and perform all its obligations
                      under the Master Trust Deed, the Transaction Documents and
                      all other deeds, agreements and other arrangements entered
                      into by the Issuer under the Master Trust Deed; and

               (vii)  comply with the rules and regulations of any Stock
                      Exchange on which any Note is listed from time to time.

         (c)   Except as provided in any Transaction Document (and other than
               the charge given to the Security Trustee), the Issuer must not,
               nor shall it permit any of its officers to, sell, mortgage,
               charge or otherwise encumber or part with possession of any asset
               of the Trust (the TRUST ASSETS).

         (d)   The Issuer will open and operate certain bank accounts in
               accordance with the Master Trust Deed and the Series Notice.

         (e)   Subject to the Master Trust Deed and any Transaction Document to
               which it is a party, the Issuer must act on all directions given
               to it by the Trust Manager in accordance with the terms of the
               Master Trust Deed.

         (f)   The Issuer must properly perform the functions which are
               necessary for it to perform under all Transaction Documents in
               respect of the Trust.


4.       CONDITION 4.  INTEREST
--------------------------------------------------------------------------------

         (a)   PAYMENT DATES

               Each US$ Note bears interest on its Principal Amount from
               and including [*] 2003 or such later date as may be agreed
               between the Issuer and the Note Managers for the issue of
               the US$ Notes (the ISSUE DATE). Interest in respect of the
               US$ Notes will be payable quarterly in arrears, on the 27th
               day of each March, June, September and December, provided
               that, if any such date would otherwise fall on a day which
               is not a Business Day (as defined below), it will be
               postponed to the next day which is a Business Day (as
               defined below), unless that day falls in the next calendar
               month, in which case the due date will be the preceding
               Business Day (each such date a PAYMENT DATE). The first
               Payment Date will be in December 2003. The final Payment
               Date will be the earlier of the Payment Date falling in
               December 2035 (the MATURITY DATE) and the Payment Date on
               which the Notes are redeemed in accordance with their terms.

               BUSINESS DAY in this Condition 4 and in Conditions 5, 6 and
               9 below 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.

               The period beginning on (and including) the Issue Date and
               ending on (but excluding) the first Payment Date, and each
               successive period beginning on (and including) a Payment
               Date and ending on (but excluding) the next Payment Date and
               the final period referred to below is called an INTEREST
               PERIOD FOR THE US$ NOTES. Interest payable on a US$ Note in


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               respect of any relevant Interest Period or any other period will
               be calculated on the basis of the actual number of days elapsed
               and a 360 day year.

               The final Interest Period for a US$ Note begins on (and includes)
               the Payment Date prior to the earlier of the Maturity Date and
               the date on which that US$ Note is redeemed in accordance with
               its terms and ends on (but excludes) the earlier of the Maturity
               Date and the date on which that US$ Note is so redeemed (as the
               case may be).

         (b)   INTEREST RATE

               The rate of interest applicable from time to time to a US$ Note
               (the INTEREST RATE) will be determined by the Calculation Agent
               on the basis of the following paragraphs.

               On the date which is 2 Business Days before the beginning of each
               Interest Period for the US$ Notes (each a RATE RESET DATE), the
               Calculation Agent will determine LIBOR for that Interest Period,
               which is the rate applicable for deposits in US dollars for a
               period of 3 months which appears on the Telerate Page 3750 as of
               11.00am London time on that 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 Issuer and the Calculation
               Agent had specified the rate USD-LIBOR-REFERENCE BANKS as the
               applicable Floating Rate Option under the Definitions of the
               International Swaps and Derivatives Association, Inc. (ISDA)
               incorporating the 2000 ISDA Definitions, as amended and updated
               as at the Issue Date (the ISDA DEFINITIONS). "USD-LIBOR-REFERENCE
               BANKS" means that the rate for an Interest Period for the US$
               Notes will be determined on the basis of the rates at which
               deposits in US dollars are offered by the Reference Banks (being
               four major banks in the London interbank market agreed to by the
               Calculation Agent and the relevant Currency Swap Provider) at
               approximately 11.00 am, London time, on the Rate Reset Date to
               prime banks in the London interbank market for a period of 3
               months commencing on the first day of that 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, the rate for that
               Interest Period will be the arithmetic mean of the quotations. If
               fewer than two quotations are provided as requested, 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 commencing on the first day of that 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 paragraph.

               In this definition of LIBOR, BUSINESS DAY means any day on which
               commercial banks are open for business (including dealings in
               foreign exchange and foreign currency deposits) in London and New
               York City.

               The Interest Rate applicable to the Class A2 Notes for such
               Interest Period will be the aggregate of the interest rate or
               arithmetic mean as determined by the Calculation Agent as


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               referred to above and the margin of 0.25% per annum applicable to
               the Class A2 Notes. The Interest Rate applicable to the Class B1
               Notes for such Interest Period will be the aggregate of the
               interest rate or arithmetic mean as determined by the Calculation
               Agent as referred to above and the margin of 0.75% per annum
               applicable to the Class B1 Notes. If the Issuer has not redeemed
               all of the Class A2 Notes on or before the Payment Date falling
               in March 2009, the margin applicable to the Class A2 Notes will
               increase to 0.50% per annum for the period from (and including)
               that date. If the Issuer has not redeemed all of the Class B1
               Notes on or before the Payment Date falling in March 2009, the
               margin applicable to the Class B1 Notes will increase to 1.50%
               per annum for the period from (and including) that date.

               There is no maximum or minimum Interest Rate for the Class A2
               Notes or the Class B1 Notes.

         (c)   DETERMINATION OF INTEREST RATE AND CALCULATION OF INTEREST

               The Calculation Agent will, as soon as practicable after 11.00 am
               (London time) on each Rate Reset Date determine the relevant
               Interest Rate applicable to, and calculate the amount of interest
               payable (the INTEREST) for the immediately succeeding Interest
               Period for each Class of US$ Notes. The Interest for each
               Interest Period and each Class of US$ Notes is calculated by
               applying the Interest Rate for the relevant Class of US$ Notes to
               the Principal Amount of the relevant US$ Note on the first day of
               that Interest Period, multiplying such product by the actual
               number of days in that Interest Period and dividing by 360 and
               rounding the resultant figure down to the nearest cent. The
               determination of the Interest Rate and the Interest for each US$
               Note by the Calculation Agent is (in the absence of manifest
               error) final and binding upon all parties.

         (d)   NOTIFICATION AND PUBLICATION OF INTEREST RATE AND INTEREST

               The Calculation Agent will cause the Interest Rate and the
               Interest applicable to each US$ Note for each Interest Period and
               the relevant Payment Date to be notified to the Issuer, the Trust
               Manager, the Note Trustee, the Paying Agents and each Currency
               Swap Provider and the Trust Manager on behalf of the Issuer will
               cause the same to be published in accordance with Condition 12 on
               or as soon as possible after the date of commencement of the
               relevant Interest Period. The Interest and the relevant Payment
               Date so published may subsequently be amended (or appropriate
               alternative arrangements made by way of adjustment) without
               notice in the event of an amendment of the Interest Period.

         (e)   DETERMINATION OR CALCULATION BY THE TRUST MANAGER

               If the Calculation Agent at any time for any reason does not
               determine the Interest Rate for or calculate the Interest payable
               on a US$ Note, the Trust Manager must do so and each such
               determination or calculation will be deemed to have been made by
               the Calculation Agent. In doing so, the Trust Manager must apply
               the foregoing provisions of this Condition, with any necessary
               consequential amendments, to the extent that it can do so, and,
               in all other respects it must do so in such a manner as it
               reasonably considers to be fair and reasonable in all the
               circumstances.


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         (f)   CALCULATION AGENT

               The Issuer will procure that, so long as any of the US$ Notes
               remain outstanding, there will at all times be a Calculation
               Agent. The Issuer, or the Trust Manager with the consent of the
               Issuer (such consent not to be unreasonably withheld), with the
               prior written approval of the Note Trustee, reserves the right at
               any time to terminate the appointment of the Calculation Agent
               immediately on the occurrence of certain specified events or,
               otherwise, by giving not less than 60 days notice in writing to,
               among others, the Calculation Agent. Notice of that termination
               will be given to the US$ Noteholders in accordance with Condition
               12. If any person is unable or unwilling to continue to act as
               the Calculation Agent, or if the appointment of the Calculation
               Agent is terminated, the Issuer will, with the prior written
               approval of the Note Trustee, appoint a successor Calculation
               Agent to act as such in its place, provided that neither the
               resignation nor removal of the Calculation Agent will take effect
               until a successor approved by the Note Trustee has been
               appointed.

         (g)   INCOME DISTRIBUTION

               Capitalised terms in this paragraph (g) have the same meaning
               given in the Series Notice unless otherwise defined in these
               Conditions.

               (i)    On each Payment Date, the Issuer 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 that
                      Payment Date), out of the Income for the Collection Period
                      immediately before the 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 Condition 4(g)(v)) make the following payments or
                      retain moneys in the following order of priority.

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

                      (B) SECOND - payment of any Taxes payable in relation to
                          the Trust (not including any GST covered in Conditions
                          4(g)(vii) and 4(g)(viii)).

                      (C) THIRD- subject to the above sub-paragraph (B) and
                          Condition 4(g)(iii), payment (in the following order
                          of priority) of:

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

                                (I)    the Trustee's Fee for the Collection
                                       Period (as adjusted in accordance with
                                       Condition 4(g)(viii)); and

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

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

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

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

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

                          (3)   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;

                          (4)   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
                                Issuer reasonably anticipates will be incurred
                                prior to the next Payment Date; and

                          (5)   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
                                (3) or (4) which have already been incurred
                                prior to the Payment Date but which have not
                                previously been paid or reimbursed.

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

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

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

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

                          (1)   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;

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

                          (3)   (I)   prior to the termination of the Class A2
                                      Currency Swap, payment to the Class A2
                                      Currency Swap Provider of the Class A2 A$
                                      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 Condition
                                      5(c)(i) towards payment of Interest on the
                                      Class A2 Notes); and

                                (II)  after the termination of the Class A2
                                      Currency Swap, to the Note Trustee for
                                      application in accordance with

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                                      Condition 5(c) 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 Issuer to meet its
                                      obligations to pay Interest on the Class
                                      A2 Notes on that Payment Date;

                          (4)   payment to the Class A2 Currency Swap Provider
                                of any Break Costs payable 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.

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

                          (1)   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;

                          (2)   (I)   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 Condition
                                      5(c)(iii) towards payment of Interest on
                                      the Class B1 Notes); and

                                (II)  after the termination of the Class B1
                                      Currency Swap, to the Note Trustee for
                                      application in accordance with Condition
                                      5(c) 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 Issuer to meet its
                                      obligations to pay Interest on the Class
                                      B1 Notes on that Payment Date; and

                          (3)   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.

                     (G)  SEVENTH - to be applied by the Issuer as Mortgage
                          Principal Repayments received by the Issuer during
                          the corresponding Collection Period, of an amount
                          equal to the aggregate of all amounts previously
                          applied under Condition 5(b)(i)(A)(1), to the extent
                          not previously so replenished under this
                          sub-paragraph.

                     (H)  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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                     (I)  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.

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

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

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

                     (K)  ELEVENTH - in payment of any Approved Seller's Fee.

                     (L)  TWELFTH - subject to clause 15.1(d) of the Series
                          Notice, 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.

               (ii)  The obligation of the Issuer to make any payment under
                     each of the above paragraphs of this Condition 4(g)(i) 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).

               (iii) In the event that for any reason whatsoever the Issuer
                     does not have sufficient cash to make all of the payments
                     as provided in Conditions 4(g)(i) and 4(g)(v) then the
                     amount available to be paid shall be distributed in the
                     order of priority of distribution as referred to in
                     Condition 4(g)(i), and:

                     (A)  in the case of the payment of Interest to Class A1
                          Noteholders or Class A2 Noteholders under
                          sub-paragraph (i)(E), 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; an

                     (B)  in the case of the payment of Interest to Class B1
                          Noteholders or Class B2 Noteholders under
                          sub-paragraph (i)(F), 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.

               (iv)  In the event that:

                     (A)  the Issuer receives a payment under Condition
                          4(g)(i)(C) or 4(g)(v) for Expenses which the Issuer
                          reasonably anticipates will be incurred prior to the
                          next Payment Date; and

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

                      then the following provisions apply:

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

                      (D)  if the Issuer fails to repay the amount in accordance
                           with sub-paragraph (iv)(C), then such amount shall be
                           set-off against the amount which would otherwise be
                           payable under sub-paragraph (i)(C) to the Issuer with
                           respect to such Expenses on that next Payment Date.

               (v)    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 Issuer under Conditions 4(g)(i)(A) to
                      4(g)(i)(F) (inclusive) on that Payment Date (the
                      SHORTFALL) then the Issuer shall (at the direction of the
                      Trust Manager) apply:

                      (A)  first, Liquid Authorised Investments; and

                      (B)  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 Condition 4(g)(i), to the extent available to do
                      so.

               (vi)   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 Issuer 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.

               (vii)  Any GST which applies or may apply in respect of any
                      services provided pursuant to the 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.

               (viii) In relation to any supply by the Issuer 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.

               (ix)   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 Issuer to the Noteholder upon the
                      applicable Payment Date.

         (h)   REDRAWS

               Capitalised terms in this paragraph (h) have the same meaning
               given in the Series Notice unless otherwise defined in these
               Conditions.

               If an Obligor makes Additional Repayments in relation to a Loan
               held by the Issuer then the Issuer must provide a Redraw to the
               Obligor upon being so directed by the Trust


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               Manager in its absolute discretion and subject to the Trust
               Manager certifying to the Issuer that:

               (i)    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;

               (ii)   after allowing for all payments which the Issuer is then
                      required to make or which the Trust Manager reasonably
                      expects that the Issuer 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 Issuer to provide that Redraw; and

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

               The Trust Manager may direct the Issuer to, and the Issuer must,
               apply certain Mortgage Principal Repayments for funding Redraws.

               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, then the Trust Manager
               may give the Issuer a direction to issue a series of Class A1
               Notes in accordance with clause 12 of the Master Trust Deed and
               clause 5 of the Series Notice. The Trust Manager must not give
               such a direction unless it has received written confirmation from
               each Designated Rating Agency that the issue of the Class A1
               Notes would not result in a downgrade or withdrawal of a rating
               of any Note then outstanding.

         (i)   LIQUID AUTHORISED INVESTMENTS

               Capitalised terms in this paragraph (i) have the same meaning
               given in the Series Notice unless otherwise defined in these
               Conditions.

               (i)    The Trust Manager shall make such directions to the
                      Issuer, and the Issuer must comply with those directions
                      required to ensure that, subject to sub-paragraph (ii),
                      the value of the Liquid Authorised Investments is not at
                      any time less than the Prescribed Minimum Level at that
                      time.

               (ii)   The Trust Manager must direct the Issuer, and the Issuer
                      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 Conditions
                      4(g)(i)(A) to 4(g)(i)(F) (inclusive) as provided in
                      Condition 4(g)(v).


5.       CONDITION 5. REDEMPTION AND PURCHASE
--------------------------------------------------------------------------------

         Capitalised terms in this Condition 5 have the same meaning given in
         the Series Notice unless otherwise defined in these Conditions.

         (a)   MANDATORY REDEMPTION IN PART FROM MORTGAGE PRINCIPAL REPAYMENTS

               The US$ Notes are subject to mandatory redemption in part on any
               Payment Date if on that date there are any Mortgage Principal
               Repayments, (subject to the Prescribed Minimum Level) Liquid
               Authorised Investments and the Recovery Amount available to be
               distributed in relation to such US$ Notes (as detailed in
               Condition 5(b)). The principal


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               amount so redeemable in respect of each US$ Note prior to
               enforcement of the Security Trust Deed (each a PRINCIPAL PAYMENT)
               on any Payment Date is subject to the priorities set out in
               Condition 5(b) and will be the amount available for payment as
               set out in Condition 5(b) on the day which is 4 Business Days
               before the Payment Date divided by the number of US$ Notes in
               that Class which are then outstanding (rounded down to the
               nearest cent), provided always that no Principal Payment on a US$
               Note on any date may exceed the amount equal to the Principal
               Amount of that US$ Note at that date.

               The amount of mandatory principal redemptions after enforcement
               of the Security Trust Deed is subject to the priority of payments
               set out in the Security Trust Deed.

               Notice of amounts to be redeemed will be provided by the Trust
               Manager to the Issuer, the Calculation Agent, the Principal
               Paying Agent, each Currency Swap Provider and the Note Trustee.

         (b)   PRINCIPAL DISTRIBUTIONS ON NOTES PRIOR TO THE ENFORCEMENT OF THE
               SECURITY TRUST DEED

               (i)    (A)  All Mortgage Principal Repayments which are received
                           by the Issuer in each Collection Period, except to
                           the extent the Trust Manager directs the Issuer in
                           writing that such moneys be applied or retained for
                           Liquidity Purposes in accordance with the provisions
                           of the Series Notice and (subject to Condition
                           5(b)(i)(C)) 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 Issuer (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.

                           (1)   FIRST - in accordance with Condition 4(g)(v).

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

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

                           (4)   FOURTH -

                                 (I)   if the Threshold Requirements are
                                       satisfied on that Payment Date, in
                                       accordance with Condition 5(b)(vi); or

                                 (II)  if the Threshold Requirements are not
                                       satisfied on that Payment Date, in
                                       accordance with Condition 5(b)(vii).

                           (5)   FIFTH - subject to clauses 10.2(c) and 15.1(d)
                                 of the Series Notice, in payment of the balance
                                 by way of a distribution of the


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                                 capital of the Trust, to the Residual Income
                                 Beneficiaries in proportion to their respective
                                 Income Percentages.

                                 The obligation of the Issuer to make any
                                 deposit or payment under each of the above
                                 paragraphs of Condition 5(b)(i) is limited in
                                 each case to the Mortgage Principal Repayments,
                                 (subject to Condition 5(b)(i)(C)) Liquid
                                 Authorised Investments and the Recovery Amount
                                 or (as the case may be) to the balance of the
                                 Mortgage Principal Repayments, (subject to
                                 Condition 5(b)(i)(C)) Liquid Authorised
                                 Investments and the Recovery Amount available
                                 after deposit or payment in accordance with the
                                 preceding paragraph or paragraphs (if any).

                      (B)  The proportion of any amount available to be paid to
                           any Noteholder as contemplated in Condition 5(b) 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.

                      (C)  The Trust Manager must not direct the Issuer to, and
                           the Issuer must not, deposit or pay any Liquid
                           Authorised Investments under Condition 5(b)(i)(A)(3),
                           5(b)(i)(A)(4) or 5(b)(i)(A)(5) where such deposit or
                           payment would result in the value of the Liquid
                           Authorised Investments being less than the Prescribed
                           Minimum Level.

               (ii)   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 Issuer 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:

                      (A)  the Trust Manager having provided to:

                           (1)   each relevant Noteholder, the Issuer and the
                                 Note Trustee, 30 days' prior notice (in the
                                 case of US$ Noteholders, in accordance with
                                 Condition 12); and

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

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

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

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


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                      (D)  the repayment being made in the order of priority set
                           out in Condition 5(b)(i).

               (iii)  On any Payment Date on or after a Step-Up Margin Date the
                      Issuer 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:

                      (A)  the Trust Manager having provided to:

                           (1)   each relevant Noteholder, the Issuer and the
                                 Note Trustee, 30 days' prior notice (in the
                                 case of US$ Noteholders, in accordance with
                                 Condition 12); and

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

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

                      (B)  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;

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

                      (D)  the Issuer retaining such amount as the Trust Manager
                           or the Issuer 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 Principal Amount and
                           Interest are to be repaid) or payment to any Swap
                           Provider under a Hedge Agreement; and

                      (E)  the repayment being made in the order of priority set
                           out in Condition 5(b)(i).

                      The Trust Manager may give a direction described in
                      sub-paragraph (iii) 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 sub-paragraph (iii) in relation to
                      Class B Noteholders unless:

                      (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 (iii) in relation
                           to all Class A Notes then outstanding.

               (iv)   A Noteholder is not entitled to receive any amounts other
                      than:

                      (A)  the Interest payable on, and

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                      (B)  the Principal Amount of,

                      Notes held by that Noteholder.

               (v)    The Issuer 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.

               (vi)   If, on a Payment Date, the Trust Manager directs the
                      Issuer that the Threshold Requirements are satisfied,
                      amounts applied under Condition 5(b)(i)(A)(4)(I) must be
                      deposited or paid, pari passu and rateably:

                      (A)  (1)   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 Condition
                                 5(c)(ii) towards payment of the Principal
                                 Amount of the Class A2 Notes (in the proportion
                                 as specified in sub-paragraph(i)(B)) until such
                                 time as all Class A2 Notes have been redeemed
                                 in full; and

                           (2)   after the termination of the Class A2 Currency
                                 Swap, to the Note Trustee for application in
                                 accordance with Condition 5(c) 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;

                      (B)  (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 Condition
                                 5(c)(iv) towards payment of the Principal
                                 Amount of the Class B1 Notes (in the proportion
                                 as specified in sub-paragraph (i)(B)) until
                                 such time as all Class B1 Notes have been
                                 redeemed in full; and

                           (2)   after the termination of the Class B1 Currency
                                 Swap, to the Note Trustee for application in
                                 accordance with Condition 5(c) 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

                      (C)  to Class B2 Noteholders (in the proportion as
                           specified in sub-paragraph (i)(B)) in payment of the
                           Principal Amount of the Class B2 Notes until such
                           time as all Class B2 Notes have been redeemed in
                           full;

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                      provided that each such amount specified in Condition
                      5(b)(vi) shall only be deposited or paid to the extent
                      that such deposit or payment will not result in a breach
                      of the Threshold Requirements.

               (vii)  If, on a Payment Date, the Trust Manager directs the
                      Issuer that the Threshold Requirements are not satisfied,
                      amounts applied under Condition 5(b)(i)(A)(4)(II) must be
                      deposited or paid in the following order of priority:

                      (A)  first, pari passu and rateably:

                           (1)   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 Condition
                                 5(c)(ii) towards payment of the Principal
                                 Amount of the Class A2 Notes (in the proportion
                                 as specified in sub-paragraph (i)(B)); and

                           (2)   after the termination of the Class A2 Currency
                                 Swap, to the Note Trustee for application in
                                 accordance with Condition 5(c) 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;

                      (B)  second, pari passu and rateably:

                           (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 Condition
                                 5(c)(iv) towards payment of the Principal
                                 Amount of the Class B1 Notes (in the proportion
                                 as specified in sub-paragraph (i)(B)); and

                           (2)   after the termination of the Class B1 Currency
                                 Swap, to the Note Trustee for application in
                                 accordance with Condition 5(c) of the Class B1
                                 A$ Equivalent of the Principal Amount of the
                                 Class B1 Notes on that Payment Date; and

                           (3)   to Class B2 Noteholders (in the proportion as
                                 specified in sub-paragraph (i)(B)) 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.

         (c)   US$ ACCOUNT

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               The Issuer must direct each Currency Swap Provider to pay all
               amounts denominated in US$ payable to the Issuer by that Currency
               Swap Provider under each relevant Currency Swap into the US$
               Account or to the Principal Paying Agent under the Agency
               Agreement. The Issuer has given this direction in each relevant
               Currency Swap.

               The Note Trustee must, on each Payment Date on which the Issuer
               pays an amount under Condition 4(g)(i)(E)(3)(II),
               4(g)(i)(F)(2)(II), 5(b)(vi)(A)(2), 5(b)(vi)(C)(2),
               5(b)(vii)(A)(2) or 5(b)(vii)(B)(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.

               The Issuer must, or must require that the Paying Agents on its
               behalf, at the direction of the Trust Manager pay all such
               amounts as follows, and in accordance with the Note Trust Deed
               and the Agency Agreement (the following not in any order of
               priority):

               (i)    as contemplated in Conditions 4(g)(i)(E)(3)(I) and
                      4(g)(i)(E)(3)(II), pari passu to Class A2 Noteholders in
                      relation to Class A2 Notes as payments of Interest on
                      those Class A2 Notes;

               (ii)   as contemplated in Conditions 5(b)(vi)(A)(1),
                      5(b)(vi)(A)(2), 5(b)(vii)(A)(1) and 5(b)(vii)(A)(2), 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;

               (iii)  as contemplated in Conditions 4(g)(i)(F)(2)(I) and
                      4(g)(i)(F)(2)(II), pari passu to Class B1 Noteholders in
                      relation to Class B1 Notes as payments of Interest on
                      those Class B1 Notes;

               (iv)   as contemplated in Conditions 5(b)(vi)(C)(1),
                      5(b)(vi)(C)(2), 5(b)(vii)(B)(1) and 5(b)(vii)(B)(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;

               (v)    as contemplated in Conditions 5(b)(ii) and 5(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; and

               (vi)   as contemplated in Conditions 5(g), 5(h) and 5(i)

                      (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.

         (d)   CALCULATION OF PRINCIPAL PAYMENTS AND PRINCIPAL AMOUNT

               (i)    On each date which is 4 Business Days before each Payment
                      Date, the Trust Manager must determine:

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                      (A)  the amount of any Principal Payment in respect of
                           each US$ Note on the Payment Date following that
                           date; and

                      (B)  the Principal Amount of each US$ Note as at the first
                           day of the next following Interest Period for the US$
                           Notes (after deducting any Principal Payment due to
                           be made in respect of each US$ Note on the next
                           Payment Date).

               (ii)   The Trust Manager must notify the Issuer, 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 will
                      immediately cause details of each of those determinations
                      to be published in accordance with 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
                      Condition 12.

               (iii)  If the Trust Manager does not at any time for any reason
                      determine a Principal Payment or the Principal Amount
                      applicable to any US$ Note in accordance with this
                      paragraph, the Principal Payment and the Principal Amount
                      must be determined by the Calculation Agent in accordance
                      with this paragraph and paragraph (i) above (provided that
                      it has the relevant information in its possession to do
                      so) and each such determination or calculation will be
                      deemed to have been made by the Trust Manager.

         (e)   CALL

               The Issuer must, when so directed by the Trust Manager (at the
               Trust Manager's option), purchase or redeem the US$ Notes by
               repaying the Principal Amount, in the circumstances described in
               Conditions 5(b)(ii) and 5(b)(iii).

               The Trust Manager will notify Noteholders of its intention to
               direct the Issuer in relation to such a repurchase in accordance
               with Condition 12.

         (f)   REDEMPTION FOR TAXATION OR OTHER REASONS

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

               (i)    on the next Payment Date the Issuer 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

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               (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 Issuer must, when so directed by Noteholders representing at
               least 75% of the outstanding Principal Amount of the Notes
               (provided that the Issuer will be in a position on the next
               Payment Date to discharge (and the Trust Manager will so certify
               to the Issuer and the Note Trustee upon which certification the
               Issuer and the Note Trustee will rely conclusively) 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 (in the case of US$ Noteholders, in accordance with
               Condition 12), 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 Condition 5(b)(i).

         (g)   REDEMPTION FOR GROSS UP UNDER CURRENCY SWAPS

               If the Trust Manager satisfies the Issuer 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 Issuer must, when so directed by the Trust Manager (in its
               sole discretion) (provided that the Issuer will be in a position
               on such Payment Date to discharge (and the Trust Manager will so
               certify to the Issuer 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 Condition 5(b)(i).

         (h)   REDEMPTION ON MATURITY

               If not otherwise redeemed, the Issuer must redeem US$ Notes at
               their Principal Amount on the Maturity Date.

         (i)   CERTIFICATION

               For the purpose of any redemption made under this Condition 5,
               the Note Trustee may rely on Officer's Certificate of the Trust
               Manager that the Issuer will be in a position to discharge all
               its liabilities in respect of the US$ Notes and any amounts
               required under the Security Trust Deed to be paid in priority to
               or pari passu with the US$ Notes and that certificate will be
               conclusive and binding on the Issuer and the holders of the US$
               Notes.

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               The Note Trustee will not incur any liability as a result of
               relying on such certificate or such certificate subsequently
               being considered invalid.

         (j)   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 Condition
               4(g)(i)(H), the amount of such excess will be the Charge-off for
               that Payment Date.


6.       CONDITION 6.  PAYMENTS
--------------------------------------------------------------------------------

         Any instalment of interest or principal, payable on any US$ Note which
         is punctually paid or duly provided for by the Issuer to the Paying
         Agent on the applicable Payment Date or Maturity Date shall be paid to
         the person in whose name such US$ Note is registered on the Record
         Date, either by cheque mailed first-class, postage prepaid, to such
         person's address as it appears on the Note Register on such Record Date
         or by wire transfer in immediately available funds to the account
         designated by such person as it appears on the Note Register on such
         Record Date, except that, unless Definitive Notes have been issued
         pursuant to clause 3.3(a) of the Note Trust Deed, with respect to US$
         Notes registered on the Record Date in the name of the nominee of the
         Clearing Agency (initially such Clearing Agency to be DTC and such
         nominee to be Cede & Co.), payment will be made by wire transfer in
         immediately available funds to the account designated by such nominee.

         (a)   INITIAL PRINCIPAL PAYING AGENT

               The initial Principal Paying Agent is The Bank of New York at its
               office at 101 Barclay Street, 21W, New York, New York, 10286.

         (b)   PAYING AGENTS

               The Issuer (or the Trust Manager on its behalf with the consent
               of the Issuer, such consent not to be unreasonably withheld), may
               at any time (with the previous written approval of the Note
               Trustee) vary or terminate the appointment of any Paying Agent
               and appoint additional or other Paying Agents, provided that it
               will at all times maintain a Paying Agent having a specified
               office in New York City and a Paying Agent having a specified
               office in London (which may be the same person). Notice of any
               such termination or appointment and of any change in the office
               through which any Paying Agent will act will be given by the
               Trust Manager on behalf of the Issuer in accordance with
               Condition 12.

         (c)   PAYMENT ON BUSINESS DAYS

               If the due date for payment of any amount of principal or
               Interest in respect of any US$ Note is not a Business Day then
               payment will be made on the next succeeding Business Day unless
               that day falls in the next calendar month, in which case the due
               date will be the preceding Business Day and the holder of that
               US$ Note is not entitled to any further interest or other payment
               in respect of that delay.

         (d)   INTEREST ON UNPAID INTEREST


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               If Interest is not paid in respect of a US$ Note on the date when
               due and payable (other than because the due date is not a
               Business Day), that unpaid Interest will itself bear interest
               (both before and after judgment) at the relevant Interest Rate
               applicable from time to time to the relevant US$ Note until the
               unpaid Interest, and interest on it, is available for payment and
               notice of that availability has been duly given in accordance
               with Condition 12.


7.       CONDITION 7.  TAXATION
--------------------------------------------------------------------------------

         All payments in respect of the US$ Notes will be made without
         withholding or deduction for, or on account of, any present or future
         taxes, duties or charges of whatsoever nature unless the Issuer or any
         Paying Agent is required by applicable law to make any such payment in
         respect of the US$ Notes subject to any withholding or deduction for,
         or on account of, any present or future taxes, duties or charges of
         whatever nature. In that event the Issuer or that Paying Agent (as the
         case may be) 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. Neither the Issuer nor
         any Paying Agent will be obliged to make any additional payments to US$
         Noteholders in respect of that withholding or deduction.

8.       CONDITION 8.  PRESCRIPTION
--------------------------------------------------------------------------------

         A US$ Note will become void in its entirety unless surrendered for
         payment within ten years of the Relevant Date (as defined below) in
         respect of any payment on it the effect of which would be to reduce the
         relevant Principal Amount of that US$ Note to zero. After the date on
         which a US$ Note becomes void in its entirety, no claim may be made in
         respect of it.

         As used in these Conditions, the RELEVANT DATE means the date on which
         a payment first becomes due but, if the full amount of the money
         payable has not been received in New York City by the Principal Paying
         Agent or the Note Trustee on or prior to that date, it means the date
         on which, the full amount of such money having been so received, notice
         to that effect is duly given by the Principal Paying Agent in
         accordance with Condition 12.

9.       CONDITION 9.  EVENTS OF DEFAULT
--------------------------------------------------------------------------------

         Each of the following is an EVENT OF DEFAULT (whether or not it is
         within the control of the Issuer).

         (a)   The Issuer fails to pay:

               (i)    any Interest within 10 Business Days of the Payment Date
                      on which the Interest was due to be paid, together with
                      all interest accrued and payable on that Interest; and

               (ii)   any other moneys secured by the Security Trust Deed,
                      within 10 Business Days of the due date for payment (or
                      within any applicable grace period agreed with the
                      Mortgagee (as defined in the Security Trust Deed) to whom
                      the moneys relate).

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                      However, it will not be an Event of Default if the
                      Issuer fails to pay any moneys secured by the Security
                      Trust Deed:

                      (A)  which are subordinated to payment of amounts due to
                           Class A Noteholders while any moneys secured by the
                           Security Trust Deed remain owing:

                           (1)   to Class A Noteholders; or

                           (2)   which rank in priority to amounts due to
                                 Class A Noteholders; or

                      (B)  where the Issuer had sufficient available funds with
                           its bankers with which any bank accounts of the Trust
                           are held and had given instructions to those bankers
                           to make that payment, and that the payment would have
                           been made but for temporary technical or
                           administrative difficulties outside the control of
                           the Issuer.

         (b)   The Issuer fails to perform or observe any other provisions
               (other than an obligation referred to in paragraph (a)) of a
               Transaction Document (including any representation, warranty or
               undertaking) and that default (if in the opinion of the Security
               Trustee is capable of remedy) is not remedied within 30 days
               after written notice (or such longer period as may be specified
               in the notice) from the Security Trustee requiring the failure to
               be remedied.

         (c)   Any of the following occurs in relation to the Issuer (in its
               capacity as trustee of the Trust):

               (i)    an administrator of the Issuer is appointed;

               (ii)   except for the purpose of a solvent reconstruction or
                      amalgamation:

                      (A)  an application or an order is made, proceedings are
                           commenced, a resolution is passed or proposed in a
                           notice of meeting or an application to a court or
                           other steps (other than frivolous or vexatious
                           applications, proceedings, notices and steps) are
                           taken for:

                           (1)   the winding up, dissolution or administration
                                 of the Issuer; or

                           (2)   the Issuer entering into an arrangement,
                                 compromise or composition with or assignment
                                 for the benefit of its creditors or a class of
                                 them; or

                      (B)  the Issuer ceases, suspends or threatens to cease or
                           suspend the conduct of all or substantially all of
                           its business or disposes of or threatens to dispose
                           of substantially all of its assets;

               (iii)  the Issuer is or states that it is, or under applicable
                      legislation is taken to be, unable to pay its debts (other
                      than as the result of a failure to pay a debt or claim the
                      subject of a good faith dispute) or stops or suspends or
                      threatens to stop or suspend payment of all or a class of
                      its debts (except, where this occurs only in relation to
                      another trust of which it is the trustee) and, for the
                      avoidance of doubt, an inability of the Issuer in its
                      capacity as trustee of the Trust to pay its debts does not


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                      include the Issuer making any drawings under a Support
                      Facility in accordance with the Transaction Documents;

               (iv)   a receiver, receiver and manager or administrator is
                      appointed (by the Issuer or by any other person) to all or
                      substantially all of the assets and undertaking of the
                      Issuer;

               (v)    an application is made to a court for an order appointing
                      a liquidator or provisional liquidator in respect of the
                      Issuer, or one of them is appointed, whether or not under
                      an order;

               (vi)   as a result of the operation of section 459F(1) of the
                      Corporations Act, the Issuer is taken to have failed to
                      comply with a statutory demand;

               (vii)  the Issuer is or makes a statement from which it may be
                      reasonably deduced that the Issuer is, the subject of an
                      event described in section 459C(2)(b) or section 585 of
                      the Corporations Act;

               (viii) the Issuer takes any step to obtain protection or is
                      granted protection from its creditors, under any
                      applicable legislation; or

               (ix)   anything analogous to an event referred to in
                      sub-paragraphs (i) to (viii) (inclusive) or having
                      substantially similar effect occurs with respect to the
                      Issuer.

         (d)   The charge created by the Security Trust Deed is not or ceases to
               be a first ranking charge over the assets of the Trust, or any
               other obligation of the Issuer (other than as mandatorily
               preferred by law) ranks ahead of or pari passu with any of the
               moneys secured by the Security Trust Deed.

         (e)   Any security interest over the assets of the Trust is enforced.

         (f)   (i)    For so long as any Secured Moneys are owing to the Class A
                      Noteholders, an Interest Rate Swap or Class A2 Currency
                      Swap is terminated and a replacement Interest Rate Swap or
                      Class A2 Currency Swap (as the case may be) on terms that
                      will not lead to a withdrawal or downgrade of the rating
                      assigned to any Notes, is not put in place; or

               (ii)   at any other time, an Interest Rate Swap or Class B1
                      Currency Swap is terminated and a replacement Interest
                      Rate Swap or Class B1 Currency Swap (as the case may be)
                      on terms that will not lead to a withdrawal or downgrade
                      of the rating assigned to any Notes, is not put in place.

         (g)   (i)    All or any part of any Transaction Document (other
                      than an Interest Rate Swap or a Currency Swap) is
                      terminated or is or becomes void, illegal, invalid,
                      unenforceable or of limited force and effect; or

               (ii)   a party becomes entitled to terminate, rescind or avoid
                      all or part of any Transaction Document (other than an
                      Interest Rate Swap or a Currency Swap).

         (h)   Without the prior consent of the Security Trustee:

               (i)    the Trust is wound up, or the Issuer is required to wind
                      up the Trust under the Master Trust Deed or applicable
                      law, or the winding up of the Trust commences;

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               (ii)   the Trust is held or is conceded by the Issuer not to have
                      been constituted or to have been imperfectly constituted;
                      or

               (iii)  unless another trustee is appointed to the Trust under the
                      Transaction Documents, the Issuer ceases to be authorised
                      under the Trust to hold the property of the Trust in its
                      name and to perform its obligations under the Transaction
                      Documents.

         In the event that the charge constituted by the Security Trust Deed
         becomes enforceable following an event of default under the Notes any
         funds resulting from the realisation of such charge will be applied in
         accordance with the order of priority of payments as stated in the
         Security Trust Deed.

10.      CONDITION 10.  ENFORCEMENT
--------------------------------------------------------------------------------

         (a)   At any time after an Event of Default occurs, the Security
               Trustee must (subject to being appropriately indemnified), if so
               directed by an Extraordinary Resolution of the Voting Mortgagees
               (being 75% of votes capable of being cast by Voting Mortgagees
               present in person or by proxy of the relevant meeting or a
               written resolution signed by all Voting Mortgagees) declare the
               Notes immediately due and payable and declare the charge to be
               enforceable. If an Extraordinary Resolution of Voting Mortgagees
               referred to above elects not to direct the Security Trustee to
               enforce the Security Trust Deed, in circumstances where the
               Security Trustee could enforce, the Note Trustee must, at the
               direction of the relevant Class of US$ Noteholders (by an
               Extraordinary Resolution of those US$ Noteholders (as defined in
               the Note Trust Deed) or in writing by the holders of at least 75%
               of the aggregate Principal Amount of the US$ Notes in that
               Class), direct the Security Trustee to enforce the Security Trust
               Deed on behalf of that Class of Noteholders.

               VOTING MORTGAGEE means:

               (i)    with respect only to the enforcement of the charge under
                      the Security Trust Deed, for so long as the amounts
                      outstanding under the Class A Notes and the Class B Notes
                      are 75% or more of all amounts secured by the Security
                      Trust Deed, the Noteholders (being, in the case of the US$
                      Noteholders, the Note Trustee or, if the Note Trustee has
                      become bound to take steps and/or to proceed under the
                      Security Trust Deed and fails to do so within a reasonable
                      time and such failure is continuing, the US$ Noteholders
                      and then only if and to the extent that the US$
                      Noteholders are able to do so under the Transaction
                      Documents); and

               (ii)   at any other time (subject to the Note Trust Deed and the
                      Security Trust Deed):

                      (A)  the Class A Noteholders (being, in the case of the
                           Class A2 Noteholders, the Note Trustee or, if the
                           Note Trustee has become bound to take steps and/or to
                           proceed under the Security Trust Deed and fails to do
                           so within a reasonable time and such failure is
                           continuing, the Class A2 Noteholders and then only if
                           and to the extent that the Class A2 Noteholders are
                           able to do so under the Transaction Documents); and

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


                      (B)  each other Mortgagee under the Security Trust Deed
                           (other than a Class A Noteholder).

                      Subject to being indemnified in accordance with the
                      Security Trust Deed, the Security Trustee must take all
                      action necessary to give effect to any Extraordinary
                      Resolution of the Voting Mortgagees and must comply with
                      all directions contained in or given pursuant to any
                      Extraordinary Resolution of the Voting Mortgagees in
                      accordance with the Security Trust Deed.

                      No Noteholder (in its capacity as Noteholder) is entitled
                      to enforce the Security Trust Deed or to appoint or cause
                      to be appointed a receiver to any of the assets secured by
                      the Security Trust Deed or otherwise to exercise any power
                      conferred by the terms of any applicable law on chargees
                      except as provided in the Security Trust Deed and as
                      referred to in (A) above.

         (b)   If any of the US$ Notes remain outstanding and are due and
               payable otherwise than by reason of a default in payment of any
               amount due on the US$ Notes, the Note Trustee must not vote under
               the Security Trust Deed to enforce the Security Trust Deed or
               dispose of the property mortgaged or charged by the Security
               Trust Deed or any security interest in favour of the Security
               Trustee securing the Secured Moneys (the MORTGAGED PROPERTY)
               unless either:

               (i)    the Note Trustee is of the opinion, reached after
                      considering at any time and from time to time the advice
                      of a merchant bank or other financial advisor selected by
                      the Note Trustee, that a sufficient amount would be
                      realised to discharge in full all amounts owing to the US$
                      Noteholders and any other amounts payable by the Issuer
                      ranking in priority to or pari passu with the US$ Notes;
                      or

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

         (c)   Neither the Note Trustee (except in the case of negligence, fraud
               or wilful default by it) nor the Security Trustee (except in the
               case of negligence, fraud or wilful default by it) will be liable
               for any decline in the value, nor any loss realised upon any sale
               or other dispositions made under the Security Trust Deed, of any
               Mortgaged Property or any other property which is charged to the
               Security Trustee by any other person in respect of or relating to
               the obligations of the Issuer or any third party in respect of
               the Issuer or the Notes or relating in any way to the Mortgaged
               Property. Without limitation, neither the Note Trustee nor the
               Security Trustee will be liable for any such decline or loss
               directly or indirectly arising from its acting, or failing to
               act, as a consequence of a reasonable opinion reached by it in
               good faith based on advice received by it in accordance with the
               Note Trust Deed or the Security Trust Deed, as the case may be.

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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
--------------------------------------------------------------------------------


         (d)   Subject to the provisions of the Note Trust Deed, the Note
               Trustee will not be bound to vote under the Security Trust Deed
               or to take any proceedings, actions or steps under, or any other
               proceedings pursuant to or in connection with the Security Trust
               Deed, the Note Trust Deed or any US$ Notes, unless directed or
               requested to do so: (i) by an Extraordinary Resolution of the
               relevant Class of US$ Noteholders; or (ii) in writing by the
               holders of at least three-quarters of the aggregate Principal
               Amount of the relevant Class of US$ Notes, and then only if the
               Note Trustee is indemnified to its satisfaction against all
               action, proceedings, claims and demands to which it may render
               itself liable and all costs, charges, damages and expenses which
               it may incur by so doing.

         (e)   Only the Security Trustee may enforce the provisions of the
               Security Trust Deed and neither the Note Trustee nor any holder
               of a US$ Note is entitled to proceed directly against the Issuer
               to enforce the performance of any of the provisions of the
               Security Trust Deed or the US$ Notes (including these Conditions)
               except as provided for in the Security Trust Deed and the Note
               Trust Deed.

         (f)   The rights, remedies and discretions of the US$ Noteholders under
               the Security Trust Deed including all rights to vote or give
               instructions or consent can only be exercised by the Note Trustee
               on behalf of the US$ Noteholders in accordance with the Security
               Trust Deed. The Security Trustee may rely on any instructions or
               directions given to it by the Note Trustee as being given on
               behalf of the US$ Noteholders from time to time and need not
               enquire whether the Note Trustee or the US$ Noteholders from time
               to time have complied with any requirements under the Note Trust
               Deed or as to the reasonableness or otherwise of the Note
               Trustee. The Security Trustee is not obliged to take any action,
               give any consent or waiver or make any determination under the
               Security Trust Deed without being directed to do so by the Voting
               Mortgagees in accordance with the Security Trust Deed.

         (g)   Prior to the Security Trustee becoming actually aware of the
               occurrence of an Event of Default and provided that it has been
               indemnified in accordance with the Security Trust Deed, the
               Security Trustee may enforce the Security Trust Deed without an
               Extraordinary Resolution of the Voting Mortgagees if it believes
               (in its absolute discretion) that it is necessary to do so to
               protect the interests of the Mortgagees (provided that it must
               enforce the Security Trust Deed if so directed by an
               Extraordinary Resolution of the Voting Mortgagees).

         Upon enforcement of the charge created by the Security Trust Deed, the
         net proceeds of enforcement may be insufficient to pay all amounts due
         on redemption of the Notes. The proceeds from enforcement (which will
         not include amounts required by law to be paid to the holder of any
         prior ranking security interest, and the proceeds of cash collateral
         lodged with and payable to a Swap Provider or other provider of a
         Support Facility) will be applied in the order of priority as set out
         in the Security Trust Deed. Any claims of the Noteholders remaining
         after realisation of the charge and application of the proceeds will,
         except in certain limited circumstances, be extinguished.

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--------------------------------------------------------------------------------


11.      CONDITION 11.  REPLACEMENT OF US$ NOTES
--------------------------------------------------------------------------------

         If any US$ Note is lost, stolen, mutilated, defaced or destroyed, it
         may be replaced at the specified office of any Paying Agent upon
         payment by the claimant of the costs incurred in connection with that
         replacement and on such terms as to evidence and indemnity as the
         Paying Agent may reasonably require. Mutilated or defaced US$ Notes
         must be surrendered before replacements will be issued.

12.      CONDITION 12.  NOTICES
--------------------------------------------------------------------------------

         (a)   Where the Note Trust Deed or these Conditions provide for notice
               to US$ Noteholders of any event, such notice shall be
               sufficiently given (unless otherwise provided by law or otherwise
               herein expressly provided) if:

               (i)    for so long as any Notes are listed on the Australian
                      Stock Exchange, published in a leading newspaper having
                      general circulation in Australia. Each such notice will be
                      deemed to be given on the date of the first publication;
                      or

               (ii)   in relation to any notice specifying a Payment Date, an
                      Interest Rate, any Interest payable, any Principal Payment
                      (or the absence of a Principal Payment) or the Principal
                      Amount of any US$ Note after any Principal Payment, that
                      notice is published on a page of the Reuters Screen or the
                      electronic information system made available by Bloomberg
                      L.P. or any other similar electronic reporting service as
                      may be approved by the Note Trustee in writing and
                      notified to the US$ Noteholders.

                      Such notice will be deemed to be given on the first date
                      on which it appears on the relevant electronic reporting
                      service.

         (b)   If, for any reason, it is impractical to give notice in the
               manner provided in paragraph (ii) of Condition 12(a), then the
               manner of giving notice referred to in paragraph (i) of Condition
               12(a) shall be deemed to be a sufficient giving of notice.

         (c)   Where these conditions provide for notice in any manner, such
               notice may be waived in writing by any person entitled to receive
               such notice, either before or after the event, and such waiver
               shall be the equivalent of such notice. Waivers of notice by US$
               Noteholders shall be filed with the Note Trustee but such filing
               shall not be a condition precedent to the validity of any action
               taken in reliance upon such a waiver.


13.      CONDITION 13.  MEETINGS OF VOTING MORTGAGEES AND MEETINGS OF US$
         NOTEHOLDERS; MODIFICATIONS; CONSENTS; WAIVER
--------------------------------------------------------------------------------

         The Security Trust Deed contains provisions for convening meetings of
         the Voting Mortgagees to, among other things, enable the Voting
         Mortgagees to direct or consent to the Security Trustee taking or not
         taking certain actions under the Security Trust Deed, for example to
         enable the Voting Mortgagees to direct the Security Trustee to enforce
         the Security Trust Deed.

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         The Note Trust Deed contains provisions for convening meetings of
         (among others) US$ Noteholders and Classes of US$ Noteholders to
         consider any matter affecting their interests, including the directing
         of the Note Trustee to direct the Security Trustee to enforce the
         charge under the Security Trust Deed, or the sanctioning by
         Extraordinary Resolution of a Class of US$ Noteholders of a
         modification of that Class of US$ Notes (including these Conditions) or
         the provisions of any of the Relevant Documents, provided that no
         modification of certain terms including, among other things, the date
         of maturity of any US$ Notes, or a modification which would have the
         effect of altering the amount of interest payable in respect of a US$
         Note or modification of the method of calculation of the interest
         payable or of the date for payment of interest in respect of any US$
         Notes, reducing or cancelling the amount of principal payable in
         respect of any US$ Notes or altering the majority required to pass an
         Extraordinary Resolution or altering the currency of payment of any US$
         Notes or an alteration of the date or priority of payment of interest
         on, or redemption of, any US$ Notes (any such modification being
         referred to below as a BASIC TERMS MODIFICATION) will be effective
         except that, if the Note Trustee is of the opinion that such a Basic
         Terms Modification is being proposed by the Issuer as a result of, or
         in order to avoid, an Event of Default, such Basic Terms Modification
         may be sanctioned by Extraordinary Resolution of the relevant Class of
         US$ Noteholders as described below. The quorum at any meeting of a
         Class of US$ Noteholders for passing an Extraordinary Resolution will
         be two or more persons holding or representing over 50% of the
         aggregate Principal Amount of the US$ Notes in that Class then
         outstanding or, at any adjourned meeting, two or more persons being or
         representing US$ Noteholders in that Class whatever the aggregate
         Principal Amount of the US$ Notes so held or represented except that,
         at any meeting the business of which includes the sanctioning of a
         Basic Terms Modification, the necessary quorum for passing an
         Extraordinary Resolution will be two or more persons holding or
         representing 75% or at any adjourned such meeting 25%, or more of the
         aggregate Principal Amount of the US$ Notes in that Class then
         outstanding. An Extraordinary Resolution passed at any meeting of a
         Class of US$ Noteholders will be binding on all US$ Noteholders in that
         Class, whether or not they are present at the meeting. The majority
         required for an Extraordinary Resolution will be 75% of the votes cast
         in respect of that Extraordinary Resolution.

         Pursuant to the terms of the Note Trust Deed, the Note Trustee, the
         Trust Manager and the Issuer may agree, without the consent of the US$
         Noteholders, among other things, to any alteration, addition or
         modification to the Notes or any Transaction Document that is:

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

         (b)   in the opinion of the Note Trustee, necessary to comply with the
               provisions of any law or regulation or with the requirements of
               any governmental authority;

         (c)   in the opinion of the Note Trustee appropriate or expedient as a
               consequence of an amendment to any law or regulation or altered
               requirements of any governmental authority; or

         (d)   in the opinion of the Note Trustee neither prejudicial nor likely
               to be prejudicial to the interests of the US$ Noteholders.

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         The Note Trustee may also, in accordance with the Note Trust Deed and
         without the consent of the US$ Noteholders (but not in contravention of
         an Extraordinary Resolution), waive or authorise any breach or proposed
         breach of the US$ Notes (including these Conditions) or any Transaction
         Document or determine that any Event of Default or any condition, event
         or act which with the giving of notice and/or lapse of time and/or the
         issue of a certificate would constitute an Event of Default will not,
         or will not subject to specified conditions, be treated as such. Any
         such modification, waiver, authorisation or determination will be
         binding on the US$ Noteholders and, if, but only if, the Note Trustee
         so requires, any such modification must be notified to the US$
         Noteholders in accordance with Condition 12 as soon as practicable.


14.      CONDITION 14.  INDEMNIFICATION AND EXONERATION OF THE NOTE TRUSTEE AND
         THE SECURITY TRUSTEE
--------------------------------------------------------------------------------

         The Note Trust Deed and the Security Trust Deed contain provisions for
         the indemnification of the Note Trustee and the Security Trustee
         (respectively) and for their relief from responsibility, including
         provisions relieving them from taking proceedings to realise the charge
         under the Security Trust Deed and to obtain repayment of the US$ Notes
         unless indemnified to their satisfaction. Each of the Note Trustee and
         the Security Trustee is entitled to enter into business transactions
         with the Issuer and/or any other party to the Relevant Documents
         without accounting for any profit resulting from such transactions.
         Except in the case of negligence, fraud or wilful default, neither the
         Security Trustee nor the Note Trustee will be responsible for any loss,
         expense or liability which may be suffered as a result of any assets
         secured by the Security Trust Deed, other Mortgaged Property or any
         related deeds or documents of title, being uninsured or inadequately
         insured or being held by or to the order of the Servicer or any of its
         affiliates or by clearing organisations or their operators or by any
         person on its behalf if prudently chosen in accordance with the
         Transaction Documents.

         Where the Note Trustee is required to express an opinion or make a
         determination or calculation under the Transaction Documents, the Note
         Trustee may appoint or engage such independent advisors as the Note
         Trustee reasonably requires to assist in the giving of that opinion or
         the making of that determination or calculation and any costs and
         expenses properly incurred by and payable to those advisors will be
         reimbursed to the Note Trustee by the Issuer or, if another person is
         expressly stated in the relevant provision in a Transaction Document,
         that person.


15.      CONDITION 15.  LIMITATION OF LIABILITY OF THE ISSUER
--------------------------------------------------------------------------------

         (a)   GENERAL

               Clause 32 of the Master Trust Deed applies to the obligations and
               liabilities of the Issuer in relation to the US$ Notes.

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

               (i)    The Transaction Documents apply to the Issuer only in its
                      capacity as trustee of the Trust and in no other capacity.
                      A liability incurred by the Issuer acting in its capacity
                      as trustee of the Trust arising under or in connection
                      with the Transaction Documents or the Trust is limited to
                      and can be enforced against the

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                      Issuer only to the extent to which it can be satisfied out
                      of property of the Trust out of which the Issuer is
                      actually indemnified for the liability. This limitation of
                      the Issuer's liability applies despite any other provision
                      of the Transaction Documents and extends to all
                      liabilities and obligations of the Issuer in any way
                      connected with any representation, warranty, conduct,
                      omission, agreement or transaction related to the
                      Transaction Documents or the Trust.

               (ii)   The parties other than the Issuer may not sue the Issuer
                      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 Issuer or prove in any liquidation,
                      administration or arrangements of or affecting the Issuer
                      (except in relation to the assets of the Trust).

               (iii)  The provisions of this Condition 15 do not apply to any
                      obligation or liability of the Issuer to the extent that
                      it is not satisfied because under a Transaction Document
                      or by operation of law there is a reduction in the extent
                      of the Issuer's indemnification out of the Assets of the
                      Trust as a result of the Issuer's fraud, negligence, or
                      wilful default.

               (iv)   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 Issuer (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
                      Issuer for the purpose of paragraph (iii) of this
                      Condition 15 to the extent to which the act or omission
                      was caused or contributed to by any failure by any
                      Relevant Party (other than a person whose acts or
                      omissions the Issuer 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 any
                      Relevant Party (other than a person whose acts or
                      omissions the Issuer 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
                      Issuer.

               (v)    No attorney, agent, receiver or receiver and manager
                      appointed in accordance with a Transaction Document has
                      authority to act on behalf of the Issuer in a way which
                      exposes the Issuer to any personal liability and no act or
                      omission of any such person will be considered fraud,
                      negligence or wilful default of the Issuer for the purpose
                      of paragraph (iii) of this Condition 15, provided (in the
                      case of any person selected and appointed by the Issuer)
                      that the Issuer has exercised reasonable care in the
                      selection of such persons.

               (vi)   In this Condition 15(b), RELEVANT PARTY means each of the
                      Trust Manager, the Servicer, the Calculation Agent, each
                      Paying Agent, the Note Trustee and any Support Facility
                      Provider.


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16.      CONDITION 16.  GOVERNING LAW
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         The US$ Notes and the Relevant Documents are governed by, and shall be
         construed in accordance with, the laws of New South Wales, Australia.
         The Note Trust Deed is governed by the laws of New South Wales,
         Australia and the administration of the trust constituted under the
         Note Trust Deed is governed by the law of the State of New York.




























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Note Trust Deed                                     [ALLEN ARTHUR ROBINSON LOGO]
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SUMMARY OF PROVISIONS RELATING TO THE US$ NOTES WHILE IN GLOBAL FORM
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Each of the US$ Notes will initially be represented by typewritten book-entry
notes (the GLOBAL NOTES), without coupons, in the principal amount of
US$500,000,000 and US$100,000,000 respectively (in the case of the Class A2
Global Notes) and US$[28,000,000] (in the case of the Class B1 Global Note). The
Global Notes will be deposited with the Common Depository for DTC on or about
the Closing Date. Upon deposit of the Global Notes with the Common Depository,
DTC will credit each investor in the US$ Notes with a principal amount of US$
Notes for which it has subscribed and paid.

Each Global Note will be exchangeable for definitive Notes in certain
circumstances described below.

(a)      PAYMENTS

Interest and principal on each Global Note will be payable by the each Paying
Agent to the Common Depository.

Each of the persons appearing from time to time as the beneficial owner of a US$
Note will be entitled to receive any payment so made in respect of that US$ Note
in accordance with the respective rules and procedures of DTC. Such persons will
have no claim directly against the Issuer in respect of payments due on the US$
Notes which must be made by the Issuer to the holder of the relevant Global Note
for so long as such Global Note is outstanding.

A record of each payment made on a Global Note, distinguishing between any
payment of principal and any payment of interest, will be recorded in the Note
Register by the Note Registrar and such record shall be prima facie evidence
that the payment in question has been made.

(b)      EXCHANGE

A Global Note will be exchangeable for Definitive Notes only if:

         (i)   the Principal Paying Agent advises the Trust Manager in writing
               that DTC is no longer willing or able to discharge properly its
               responsibilities as depository for the US$ Notes and the Trust
               Manger is unable to locate a qualified successor; or

         (ii)  the Issuer, at the direction of the Trust Manager, advises the
               Principal Paying Agent in writing that it has elected to
               terminate the book-entry system through DTC; or

         (iii) after the occurrence of an Event of Default, the Note Trustee, at
               the written direction of Noteholders holding a majority of the
               outstanding Principal Amount of the US$ Notes, advises the Issuer
               and the Principal Paying Agent that the continuation of a
               book-entry system is no longer in the best interests of the US$
               Noteholders.

If any event referred to above occurs, the Trust Manager must direct the Issuer
to, and the Issuer must (at its expense), within 30 days of becoming aware of
the occurrence of the relevant event, issue Definitive Notes in exchange for the
whole of the outstanding interest in the relevant Global Note.

(c)      NOTICES

So long as the US$ Notes are represented by Global Notes and the same are held
on behalf of a Clearing Agency, notices to US$ Noteholders may be given to the
relevant Clearing Agency for communication by it


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to entitled account holders in substitution for delivery to each Note Owner of a
US$ Note as required by the relevant Conditions.

(d)      CANCELLATION

Cancellation of any US$ Note required by the relevant Conditions will be
effected by reduction in the principal amount of the relevant Global Note.
































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