<PAGE>

                                                   NOTE TRUST DEED



                           PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                                                         (Trustee)

                                        CRUSADE MANAGEMENT LIMITED
                                                         (Manager)

                                          WILMINGTON TRUST COMPANY
                                                    (Note Trustee)

                              DEUTSCHE BANK TRUST COMPANY AMERICAS
                                          (Principal Paying Agent)

                              DEUTSCHE BANK TRUST COMPANY AMERICAS
                                               (Calculation Agent)

                                                      P.T. LIMITED
                                                (Security Trustee)


                                                 The Chifley Tower
                                                  2 Chifley Square
                                                 Sydney  NSW  2000
                                                         Australia
                                              Tel  61  2 9230 4000
                                              Fax  61  2 9230 5333



                         (C) Copyright Allens Arthur Robinson 2003
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

CROSS REFERENCE TABLE(1)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TRUST INDENTURE ACT SECTION                         CLAUSE
--------------------------------------------------------------------------------
310      (a)(1)                                     23.6
         (a)(2)                                     23.1(d)
         (a)(3)                                     23.6
         (a)(4)                                     22.2(b)
         (a)(5)                                     NA(2)
         (b)                                        23.6
         (c)                                        23.6, 23.1
                                                    NA
--------------------------------------------------------------------------------
311      (a)                                        13.1
         (b)                                        13.1
         (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)                                     11.1(j)
         (b)                                        11.1(k)
         (c)                                        36.1(a)
         (d)                                        36.1(b)
         (e)                                        36.1(c)
         (f)                                        36.1(a)
--------------------------------------------------------------------------------
315      (a)                                        13.2(b)
         (b)                                        13.4
         (c)                                        13.2(a)
         (d)                                        13.2(c), (d)
         (e)                                        36.2
--------------------------------------------------------------------------------
316      (a)(1)                                     36.3
         (a)(2)                                     NA
         (b)                                        36.4
--------------------------------------------------------------------------------
317      (a)(1)                                     6.1
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                                                        Page (i)
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
         (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.


--------------------------------------------------------------------------------
                                                                       Page (ii)
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<S>     <C>       <C>                                                                                 <C>
1.       DEFINITIONS AND INTERPRETATION                                                                    2
         1.1      Definitions and Interpretation                                                           2
         1.2      Definitions in Master Trust Deed, Supplementary Terms Notice and Conditions              3
         1.3      Incorporation by reference                                                               4
         1.4      Interpretation                                                                           4
         1.5      Determination, statement and certificate sufficient evidence                             4
         1.6      Document or agreement                                                                    5
         1.7      Transaction Document                                                                     5
         1.8      Trustee as trustee                                                                       5
         1.9      Knowledge of Trustee                                                                     5
         1.10     Knowledge of the Note Trustee                                                            5
         1.11     Appointment of the Note Trustee                                                          5
         1.12     Obligations of the Trustee                                                               6
         1.13     Opinion of Counsel                                                                       6

2.       PAYMENTS ON NOTES                                                                                 6
         2.1      Principal amount                                                                         6
         2.2      Covenant to repay                                                                        6
         2.3      Deemed payment                                                                           7
         2.4      Following Event of Default                                                               7
         2.5      Requirements of Paying Agent                                                             8
         2.6      Certification                                                                            8
         2.7      Determinations                                                                           9

3.       FORM OF, ISSUE OF AND DUTIES AND TAXES ON, NOTES                                                  9
         3.1      Issue of Book-Entry Notes                                                                9
         3.2      Form of Book-Entry Notes                                                                 9
         3.3      Definitive Notes                                                                        11
         3.4      Stamp and Other Taxes                                                                   11
         3.5      Indemnity for non-issue                                                                 11
         3.6      Note Register and Note Registrar                                                        12

4.       COVENANT OF COMPLIANCE                                                                           13

5.       CANCELLATION OF CLASS A NOTES                                                                    13
         5.1      Cancellation                                                                            13
         5.2      Records                                                                                 13

6.       ENFORCEMENT                                                                                      14
         6.1      Actions following Event of Default                                                      14
         6.2      Evidence of default                                                                     14
         6.3      Overdue interest                                                                        14
         6.4      Restrictions on enforcement                                                             14
         6.5      Action by Noteholders                                                                   15

7.       PROCEEDINGS                                                                                      15
         7.1      Acting only on direction                                                                15
</TABLE>


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                                                                        Page (i)
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

<TABLE>
<S>     <C>       <C>                                                                                 <C>
         7.2      Security Trustee acting                                                                 15
         7.3      Note Trustee alone entitled to act                                                      16
         7.4      Available amounts                                                                       16
         7.5      No obligation to ensure compliance                                                      16
         7.6      Conflict of interests                                                                   16

8.       NOTICE OF PAYMENT                                                                                17

9.       INVESTMENT BY NOTE TRUSTEE                                                                       17

10.      PARTIAL PAYMENTS                                                                                 17

11.      COVENANTS BY THE TRUSTEE AND MANAGER                                                             18

12.      REMUNERATION OF NOTE TRUSTEE                                                                     20
         12.1     Fee                                                                                     20
         12.2     Additional Remuneration                                                                 20
         12.3     Costs, expenses                                                                         20
         12.4     Overdue rate                                                                            21
         12.5     Continuing obligation                                                                   21

13.      NOTE TRUSTEE                                                                                     21
         13.1     Preferential Collection of Claims Against Trustee                                       21
         13.2     Duties of Note Trustee                                                                  21
         13.3     Obligations of Note Trustee                                                             22
         13.4     Notice of Defaults                                                                      22
         13.5     Rights of Note Trustee                                                                  22

14.      NOTE TRUSTEE'S LIABILITY                                                                         29

15.      DELEGATION BY NOTE TRUSTEE                                                                       29

16.      EMPLOYMENT OF AGENT BY NOTE TRUSTEE                                                              30

17.      NOTE TRUSTEE CONTRACTING WITH TRUSTEE                                                            30

18.      WAIVER                                                                                           31

19.      AMENDMENT                                                                                        31
         19.1     Approval                                                                                31
         19.2     Resolution of Class A Noteholders                                                       32
         19.3     Distribution of amendments                                                              32
         19.4     Amendments binding                                                                      32
         19.5     Conformity with TIA                                                                     32

20.      CLASS A NOTEHOLDERS                                                                              32
         20.1     Absolute Owner                                                                          32
         20.2     Clearing Agency Certificate                                                             33

21.      CURRENCY INDEMNITY                                                                               34
22.      NEW NOTE TRUSTEES                                                                                34
         22.1     Appointment by Trustee                                                                  34
         22.2     Appointment by Note Trustee                                                             35
         22.3     Notice                                                                                  35
</TABLE>


--------------------------------------------------------------------------------
                                                                       Page (ii)
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

<TABLE>
<S>     <C>       <C>                                                                                 <C>
23.      NOTE TRUSTEE'S RETIREMENT AND REMOVAL                                                            35
         23.1     Removal by Trustee                                                                      35
         23.2     Removal by Class A Noteholders                                                          36
         23.3     Resignation                                                                             36
         23.4     Rating Agencies approval                                                                36
         23.5     Trust Corporation                                                                       36
         23.6     Successor to Note Trustee                                                               37
         23.7     Eligibility; Disqualification                                                           37

24.      NOTE TRUSTEE'S POWERS ADDITIONAL                                                                 37

25.      SEVERABILITY OF PROVISIONS                                                                       38

26.      NOTICES                                                                                          38
         26.1     General                                                                                 38
         26.2     Details                                                                                 38

27.      GOVERNING LAW AND JURISDICTION                                                                   40

28.      COUNTERPARTS                                                                                     40

29.      LIMITED RECOURSE                                                                                 40
         29.1     General                                                                                 40
         29.2     Liability of Trustee limited to its right to indemnity                                  40
         29.3     Unrestricted remedies                                                                   41
         29.4     Restricted remedies                                                                     41

30.      SUCCESSOR TRUSTEE                                                                                42

31.      REIMBURSEMENT FOR THE COST OF INDEPENDENT ADVICE                                                 42

32.      NO LIABILITY                                                                                     42

33.      INFORMATION MEMORANDUM                                                                           43

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

35.      NOTEHOLDERS' LISTS AND REPORTS                                                                   47
         35.1     Provision of information                                                                47
         35.2     Preservation of Information; Communications to Noteholders                              48
</TABLE>


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                                                                      Page (iii)
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

<TABLE>
<S>     <C>       <C>                                                                                 <C>
         35.3     Reports by Note Trustee                                                                 48
         35.4     Notices to Class A Noteholders; Waiver                                                  48
         35.5     Reports by Trustee                                                                      49

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 Class A Noteholders to Receive Principal and Interest           52
         36.5     Conflict with Trust Indenture Act                                                       52

37.      CONSENT OF CLASS A NOTEHOLDERS                                                                   52
         37.1     General                                                                                 52
         37.2     Special Written Approvals                                                               52
         37.3     Requirement for writing                                                                 53

SCHEDULE 1                                                                                                58
         Form Book-Entry Note                                                                             58
         Assignment                                                                                       62

SCHEDULE 2                                                                                                63
         Information to be contained in Noteholder's Report                                               63

SCHEDULE 3                                                                                                64
         Terms and Conditions of the Class A Notes                                                        64
</TABLE>


--------------------------------------------------------------------------------
                                                                       Page (iv)
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

DATE                                                                        2003
-------------

PARTIES
-------------

1.   PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841) incorporated
     in Australia and registered in Victoria of Level 7, 9 Castlereagh Street,
     Sydney, New South Wales 2000 in its capacity as trustee of the Crusade
     Global Trust No. 1 of 2003 (the TRUSTEE);

2.   CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) incorporated in Australia
     and registered in New South Wales of 4-16 Montgomery Street, Kogarah, New
     South Wales 2217 as Manager of the Crusade Global Trust No. 1 of 2003 (the
     MANAGER);

3.   WILMINGTON TRUST COMPANY acting through its office at Rodney Square North,
     1100 North Market Street, Wilmington, Delaware 19890-0001, (the NOTE
     TRUSTEE), which expression shall, wherever the context requires, include
     any other person or company for the time being a trustee under this deed or
     trustees of this deed;

4.   DEUTSCHE BANK TRUST COMPANY AMERICAS acting through its office at 1761 East
     St. Andrew Place, Santa Ana, California 92705-4934 (the PRINCIPAL PAYING
     AGENT), which expression shall wherever the context requires, include any
     successor principal paying agent from time to time appointed under the
     Agency Agreement;

5.   DEUTSCHE BANK TRUST COMPANY AMERICAS acting through its office at 1761 East
     St. Andrew Place, Santa Ana, California 92705-4934 (the CALCULATION AGENT),
     which expression shall wherever the context requires, include any successor
     calculation agent from time to time appointed under the Agency Agreement;

6.   P.T. LIMITED (ABN 67 004 454 666) of Level 7, 9 Castlereagh Street, Sydney,
     NSW 2000 (the SECURITY TRUSTEE)

RECITALS
-------------

A    The Trustee has resolved at the direction of the Manager to issue A$[*] of
     mortgage backed pass through floating rate notes comprising
     US$1,050,000,000 Class A Notes due 17 January 2034 (the CLASS A NOTES) and
     A$[35,000,000] of mortgage backed pass through floating rate notes
     comprising A$[26,000,000] Class B Notes due 17 January 2034 and
     A$[9,000,000] Class C Notes due 17 January 2034 (together the A$ NOTES).
     The Class A Notes are 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 Class A Noteholders
     under this deed.

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

IT IS AGREED as follows.


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                                                                          Page 1
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

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

1.1  DEFINITIONS AND INTERPRETATION

     The following definitions apply unless the context requires otherwise.

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

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

     CORPORATE TRUST OFFICE means the principal office of the Note Trustee at
     which at any particular time its corporate trust business is administered,
     which at the date of the execution of this deed is Rodney Square North,
     1100 North Market Street, Wilmington, Delaware 19890-0001 or at such other
     address as the Note Trustee may designate by notice to the Manager, Class A
     Noteholders and the Trustee or the principal corporate trust office of any
     successor Note Trustee.

     EVENT OF DEFAULT means, in respect of a Class A Note, any of the events
     described in Condition 9.

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

     INDEPENDENT means, in relation to a person, that the person:

     (a)  is independent of the Trustee, the Manager, the Servicer, any Approved
          Seller and any of their Associates;

     (b)  does not have any direct financial interest or any material indirect
          financial interest (other than less than 5% of the outstanding amount
          of any publicly traded security) in any person referred to in
          paragraph (a); and

     (c)  is not an officer, employee, promoter, underwriter, trustee, partner,
          director or person performing similar functions of any person referred
          to in paragraph (a).

     INDEPENDENT CERTIFICATE means, in relation to any person, a certificate or
     opinion from that person where that person must be Independent, which
     opinion or certificate states that the signer has read the definition of
     INDEPENDENT in this deed and that the signer is Independent within the
     meaning of that definition.

     MASTER TRUST DEED means the Master Trust Deed dated 14 March 1998 between
     the Trustee, St.George Bank Limited and the Manager.

     NOTE DEPOSITORY AGREEMENT means the agreement among the Trustee, the
     Principal Paying Agent and The Depository Trust Company, as the initial
     Clearing Agency, dated as of the Closing Date, relating to the Class A
     Notes, as the same may be amended or supplemented from time to time.

     NOTEHOLDERS REPORT means the report to be delivered by the Manager, on
     behalf of the Trustee, in accordance with clause 11(l)(i) containing the
     information set out in Schedule 2.


--------------------------------------------------------------------------------
                                                                          Page 2
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

     OFFICER'S CERTIFICATE means a certificate signed by any Authorised
     Signatory of the Trustee or the 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 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.

     PAYING AGENT means any institution, including where the context permits the
     Principal Paying Agent at its office:

     (a)  initially appointed as Paying Agent by the Trustee under the Agency
          Agreement; or

     (b)  as may, with the prior written approval of, and on terms previously
          approved in writing by, the Note Trustee (that approval not to be
          unreasonably withheld or delayed) from time to time be appointed by
          the Trustee in relation to the Class A Notes,

     in each case (except in the case of the initial Principal Paying Agent)
     where notice of the appointment has been given to the Class A Noteholders
     under this deed and in accordance with Condition 12.

     RESPONSIBLE OFFICER means, with respect to the Note Trustee, any of its
     officers, including any Vice President, Assistant Vice President, Assistant
     Treasurer, Assistant Secretary, or any other of its officers customarily
     performing functions similar to those performed by any of them and, with
     respect to a particular matter, any other officer to whom such matter is
     referred because of such officer's knowledge of and familiarity with the
     particular subject.

     SUPPLEMENTARY TERMS NOTICE means the Supplementary Terms Notice dated on or
     about the date of this deed between the Trustee, the Manager, the Note
     Trustee, the Security Trustee, St.George Bank Limited and the Custodian.

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

     TRUST ACCOUNT means the Collection Account, the US$ Account or any other
     account maintained by or on behalf of the Trustee in relation to the Trust.

     TRUST CORPORATION means any person eligible for appointment as a trustee
     under an indenture to be qualified pursuant to the TIA, as set forth in
     Section 310 of the TIA, which shall include Wilmington Trust Company for so
     long as it complies with such section.

1.2  DEFINITIONS IN MASTER TRUST DEED, SUPPLEMENTARY TERMS NOTICE AND CONDITIONS

     (a)  Words and expressions which are defined in the Master Trust Deed (as
          amended by the Supplementary Terms Notice), the Supplementary Terms
          Notice and the 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.


--------------------------------------------------------------------------------
                                                                          Page 3
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

     (b)  No change to the Master Trust Deed or any other document (including
          the order of payment set out in the Supplementary Terms 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 Class A
          Noteholder under this deed unless the Note Trustee (or the Noteholders
          acting under clause 6.5, as the case may be) has agreed in writing to
          the changes under this deed.

1.3  INCORPORATION BY REFERENCE

     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 meaning in this deed.

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

     INDENTURE SECURITIES means the Class A Notes.

     INDENTURE SECURITY HOLDER means a Class A 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.

1.4  INTERPRETATION

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

     (a)  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;

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

     (c)  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

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

1.5  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.


--------------------------------------------------------------------------------
                                                                          Page 4
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

1.6  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.

1.7  TRANSACTION DOCUMENT

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

1.8  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.

1.9  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.

1.10 KNOWLEDGE OF THE NOTE TRUSTEE

     In relation to the Trust, the Note Trustee will 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.

1.11 APPOINTMENT OF THE NOTE TRUSTEE

     The Note Trustee:

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

     (b)  acknowledges and declares that it:

          (i)  holds the sum of 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,


--------------------------------------------------------------------------------
                                                                          Page 5
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

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

1.12 OBLIGATIONS OF THE TRUSTEE

     (a)  Where the Manager may act on behalf of the Trustee, failing action by
          the Manager in accordance with the relevant clause (including any
          requirement to take such action within a specified time) the reference
          to the Manager acting on behalf of the Trustee shall be construed as a
          reference to the Trustee.

     (b)  Without limiting the Trustees obligations under paragraph (a), the
          Trustee shall not be liable for any act or omission by the Manager
          where it is acting or fails to act (as the case may be) on behalf of
          the Trustee under this deed.

     (c)  Where the Manager is empowered to act on behalf of the Trustee, the
          Manager undertakes to the Trustee that it will duly and punctually
          perform, on behalf of the Trustee, those obligations, imposed on the
          Trustee in accordance with the terms of the relevant clause.

1.13 OPINION OF COUNSEL

     For the purposes of this deed, the 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 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 NOTES
--------------------------------------------------------------------------------
2.1  PRINCIPAL AMOUNT

     The aggregate principal amount of the Class A Notes is limited to
     US$1,050,000,000 in respect of the Class A Notes.

2.2  COVENANT TO REPAY

     (a)  The Trustee covenants with the Note Trustee that the Trustee will, in
          accordance with the terms of any Class A Notes (including the
          Conditions) and the Transaction Documents (and subject to the terms of
          the Transaction Documents and the Conditions, including clause 29 and
          Condition 6) at the direction of the Manager on:

          (i)  the Maturity Date of the Class A Notes; or

          (ii) each earlier date as those Class A 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$ for immediate value the
     principal amount of those Class A Notes repayable, or in the case of a
     partial payment of those Class A Notes, the principal amount payable,
     subject to and in accordance with the terms of those Class A Notes
     (including the Conditions).


--------------------------------------------------------------------------------
                                                                          Page 6
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

     (b)  Subject to clause 2.3 and to the terms of the Class A Notes (including
          the Conditions and in particular Condition 6) and the Transaction
          Documents (including clause 29 of this deed), until any payment as
          well after as before any judgment or other order of a court of
          competent jurisdiction the Trustee shall, at the direction of the
          Manager, pay or procure to be paid unconditionally in accordance with
          this deed to or to the order of the Note Trustee:

          (i)  any interest, at the respective rates calculated from time to
               time, in accordance with and on the dates provided for in the
               Conditions; and

          (ii) principal payable at the times and in the amounts as may be
               determined in accordance with Condition 5.

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

2.3  DEEMED PAYMENT

     Any payment of principal or interest in respect of any Class A 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
     those Class A Notes by the Trustee in this clause 2 to the extent of that
     payment, except to the extent that the Principal Paying Agent subsequently
     fails to pay that amount under those Class A Notes in accordance with the
     terms of those Class A Notes (including the Conditions).

2.4  FOLLOWING EVENT OF DEFAULT

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

          (i)  by notice in writing to the Trustee, the Manager, the Principal
               Paying Agent, the other Paying Agents (if any) and the
               Calculation Agent and until such notice is withdrawn require the
               Principal Paying Agent, the other Paying Agents (if any) and the
               Calculation Agent under the Agency Agreement either:

               (A)  (1)  to act as Principal Paying Agent and 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

                    (2)  hold all Definitive Notes and all amounts, documents
                         and records held by them in respect of the Class A
                         Notes on behalf of the Note Trustee; or


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               (B)       to deliver up all Definitive Notes and all amounts,
                         documents and records held by them in respect of the
                         Class A Notes to the Note Trustee or as the Note
                         Trustee shall direct in that notice, other than any
                         documents or records which the relevant Paying Agent or
                         Calculation Agent is obliged not to release by any law
                         or regulation; or

          (ii) by notice in writing to the Trustee require it to make all
               subsequent payments in respect of the Class A Notes 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.

     (b)  The payment by the Trustee of its payment obligations on each Payment
          Date under the Supplementary Terms Notice and the Conditions to the
          Note Trustee in accordance with paragraph (a) shall be a good
          discharge to the Trustee.

     (c)  The Trustee shall not be liable for any act or omission or default of
          the Note Trustee during the period it is required to make payments in
          respect of the Class A Notes to the Note Trustee under paragraph (a).

2.5  REQUIREMENTS OF PAYING AGENT

     The 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 in trust for the Note Trustee and the Class A Noteholders all
          sums held by that Paying Agent for the payment of principal and
          interest with respect to the Class A Notes until all relevant sums are
          paid to the Note Trustee or the Class A Noteholders or otherwise
          disposed of as provided in this deed; and

     (b)  immediately notify by facsimile the Note Trustee, the Trustee, the
          Security Trustee and the Manager if the full amount of any payment of
          principal or interest required to be made by the Supplementary Terms
          Notice and the relevant Conditions in respect of the Class A 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 Class A Notes under Condition 5 the
     Note Trustee may rely upon an Officer's Certificate from the Manager on
     behalf of the Trustee certifying or stating, the opinion of each person
     signing that Officer's Certificate as to the following matters:

     (a)  the fair value (within 90 days of such release) of the property or
          securities to be released from the Security Trust Deed;

     (b)  that 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; and

     (c)  that the Trustee will be in a position to discharge all its
          liabilities in respect of the relevant Class A Notes and any amounts
          required under the Security Trust Deed to be paid in priority to or
          pari passu with those Class A Notes,


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     and that Officer's Certificate shall be conclusive and binding on the
     Trustee, the Note Trustee and the holders of those Class A Notes.

2.7  DETERMINATIONS

     If the Manager does not at any time for any reason determine a Principal
     Payment, the Bond Factor, the Invested Amount or the Stated Amount
     applicable to any Class A Notes in accordance with Condition 5(a) or 5(h),
     the Principal Payment, the Bond Factor, Invested Amount and the Stated
     Amount may be determined by the Calculation Agent (or, failing the
     Calculation Agent, the Note Trustee) in accordance with Condition 5(a) or
     5(h) (but based on the information in its possession) and each such
     determination or calculation shall be deemed to have been made by the
     Manager, and the Note Trustee and the Calculation Agent shall have no
     liability in respect thereof other than as a result of the fraud,
     negligence, default or breach of trust of the Note Trustee or the
     Calculation Agent (as the case may be).

3.   FORM OF, ISSUE OF AND DUTIES AND TAXES ON, NOTES
--------------------------------------------------------------------------------

3.1  ISSUE OF BOOK-ENTRY NOTES

     (a)  The Class A Notes shall, on issue be represented by Book-Entry Notes.

     (b)  Each Book-Entry Note must be signed manually or by facsimile by an
          Authorised Signatory of the Trustee on behalf of the Trustee and must
          be manually authenticated by the Principal Paying Agent.

3.2  FORM OF BOOK-ENTRY NOTES

     (a)  The Book-Entry Notes shall be typed in the form or substantially in
          the form set out in schedule 1.

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

     (c)  The Book-Entry Notes shall be in an aggregate principal amount of
          US$1,050,000,000 for the Class A Notes.

     (d)  The Manager on behalf of Trustee shall procure by written direction to
          the Principal Paying Agent that, prior to the issue and delivery of
          any Book-Entry Note, that Book-Entry Note will be authenticated
          manually by an Authorised Signatory of the Principal Paying Agent and
          no Book-Entry Note shall be valid for any purpose unless and until so
          authenticated. A Book-Entry Note so executed and authenticated shall
          be a binding and valid obligation of the Trustee. Until a Book-Entry
          Note (or part of a Book-Entry 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. Each Book-Entry Note shall be
          subject to this deed except that the


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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

          registered owner of a Book-Entry Note shall be the only person
          entitled to receive payments from the Principal Paying Agent of
          principal or interest in relation to it.

     (e)  The Class A Notes upon original issue will be issued in the form of
          typewritten Notes representing the Book-Entry Notes. The Manager on
          behalf of the Trustee shall, on the date of this deed, deliver or
          arrange the delivery on its behalf to the Principal Paying Agent, as
          agent for the Clearing Agency, of the Book-Entry Notes. The Book-Entry
          Notes shall initially be registered on the Note Register in the name
          of the Common Depository as nominee of the Clearing Agency, and no
          Class A Note Owner will receive a Definitive Note representing such
          Class A Note Owner's interest in such Class A Note, except as provided
          in clause 3.3.

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

     (g)  Unless and until the Definitive Notes have been issued to a Class A
          Note Owner 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 Manager, each Paying Agent
                and the Note Trustee shall be entitled to deal with the Clearing
                Agency for all purposes of this deed (including the payment of
                principal of and interest on the Class A Notes and the giving of
                instructions or directions hereunder) as the sole holder of the
                Class A Notes, and shall have no obligation to any Class A 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 Class A Note Owners shall be exercised only
                through the Clearing Agency and shall be limited to those
                established by law and agreements between such Class A Note
                Owners and the Clearing Agency and/or the Clearing Agency
                Participants. Pursuant to the Note Depository Agreement, unless
                and until Definitive Notes are issued pursuant to clause 3.3,
                the initial Clearing Agency will make book-entry transfers among
                the Clearing Agency Participants and receive and transmit
                payments of principal and interest on the Class A Notes to such
                Clearing Agency Participants; and

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


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                                                                         Page 10
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NOTE TRUST DEED                                           Allens Arthur Robinson
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3.3  DEFINITIVE NOTES

     If:

     (a)  the Principal Paying Agent advises the Manager in writing that the
          Clearing Agency is no longer willing or able properly to discharge its
          responsibilities with respect to the Class A Notes or the Clearing
          Agency or its successor and the Manager is unable to locate a
          qualified successor;

     (b)  the Trustee, at the direction of the Manager (at the Manager's option)
          advises the Principal Paying Agent in writing that the book-entry
          system through the Clearing Agency is or is to be terminated; or

     (c)  after the occurrence of an Event of Default, the Note Trustee shall,
          at the direction of Class A Note Owners representing beneficial
          interests aggregating to at least a majority of the aggregate Invested
          Amount of the Class A Notes advise both the Principal Paying Agent and
          the Trustee in writing that the continuation of a book entry system
          through the Clearing Agency is no longer in the best interests of the
          Class A Note Owners,

     then the Principal Paying Agent shall notify all of the appropriate Class A
     Note Owners and the Trustee of the occurrence of any such event and of the
     availability of Definitive Notes to such Class A Note Owners requesting the
     same. Upon the surrender of the Book-Entry Notes to the Trustee by the
     Clearing Agency, and the delivery by the Clearing Agency of the relevant
     registration instructions to the Trustee, the Trustee (with the assistance
     of the Manager) shall execute and procure the Principal Paying Agent to
     authenticate the Definitive Notes in accordance with the instructions of
     the Clearing Agency.

     The Definitive Notes will be serially numbered and shall be typewritten,
     printed, lithographed or engraved or produced by any combination of these
     methods (with or without steel engraved borders), all as determined by the
     Authorised Signatories executing such Definitive Notes, as evidenced by
     their execution of such Definitive Notes.

     Neither the Note Registrar nor the Trustee shall be liable for any delay in
     delivery of such instructions and may conclusively rely on, and shall be
     protected in relying on, such instructions.

3.4  STAMP AND OTHER TAXES

     The Trustee will pay any stamp and other duties and Taxes payable in
     Australia, the United Kingdom, Belgium, Luxembourg 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 Class A Notes;

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

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

3.5  INDEMNITY FOR NON-ISSUE

     If the Trustee is required to issue, or procure the issue of, Definitive
     Notes following an event specified in clause 3.3(a) but fails to do so
     within 30 days of delivery to the Trustee of the


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                                                                         Page 11
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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

     Book-Entry Notes in accordance with clause 3.3 then the Trustee shall
     (subject to clause 29) indemnify the Note Trustee, the Class A Noteholders
     and the Class A Note Owners, and keep them indemnified, against any loss or
     damage incurred by any of them if the amount received by the Note Trustee,
     the Class A Noteholders or the Class A Note Owners is less than the amount
     that would have been received had Definitive Notes been issued within the
     30 days referred to in this clause 3.5. 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 shall be deemed to be cured. The Manager
     must promptly advise the Trustee if it becomes actually aware of the
     occurrence of the relevant event and the Trustee shall promptly notify the
     Note Trustee of the relevant event.

3.6  NOTE REGISTER AND NOTE REGISTRAR

     (a)  The Manager, 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 Manager shall provide for the registration of
          the Class A Notes and the registration of transfers of Class A Notes.
          The NOTE REGISTRAR will be responsible for registering Class A Notes
          and transfers of Class A Notes as herein provided. The Trustee may,
          with the consent of the Note Trustee, appoint another person as Note
          Registrar. Upon any resignation or removal of any Note Registrar under
          the Agency Agreement, the Trustee with the assistance of and at the
          direction of, the Manager shall promptly appoint a successor or, if it
          elects not to make such an appointment, assume the duties of the Note
          Registrar.

     (b)  Upon surrender for registration of transfer of any Class A 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 shall, = at
          the direction of the Manager, execute and upon its written request the
          Principal = Paying Agent shall authenticate and the Class A Noteholder
          shall obtain from the Note Trustee, in the name of the designated
          transferee or transferees, one or more new Class A Notes, in any
          authorised denominations, of the same class and a like aggregate
          principal amount.

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

     (d)  Every Class A 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 Class A Noteholder thereof or such
          Class A Noteholder's 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 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


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                                                                         Page 12
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NOTE TRUST DEED                                           Allens Arthur Robinson
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          Exchange Act, and (ii) accompanied by such other documents as the Note
          Registrar may require.

     (e)  No service charge shall be made to a Class A Noteholder for any
          registration of transfer or exchange of Class A 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 Class A Notes.

     (f)  The preceding provisions of this section notwithstanding, the Trustee
          shall not be required to make and the Note Registrar need not register
          transfers or exchanges of Class A Notes selected for redemption or of
          any Class A Note for a period of 30 days preceding the due date for
          any payment with respect to the Class A Note.

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

     The Trustee covenants with the Note Trustee that it will comply with and
     perform and observe all material provisions of the Transaction Documents
     which are expressed to be binding on it for the benefit of the Note Trustee
     or any Class A Noteholder. The Transaction Documents and the Conditions
     shall be binding on the Trustee, the Note Trustee and the Class A
     Noteholders. The Note Trustee (or the Class A Noteholders, under clause
     6.5, as the case may be) is entitled to enforce the obligations of the
     Trustee under the Class A Notes and the Conditions as if the same were set
     out and contained in this deed (which shall be read and construed as one
     document with the Class A Notes).

5.   CANCELLATION OF CLASS A NOTES
--------------------------------------------------------------------------------

5.1  CANCELLATION

     The Trustee shall procure that all Class A Notes:

     (a)  which have been surrendered for payment, registration of transfer,
          exchange or redemption; or

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

     shall be cancelled by or on behalf of the Trustee.

5.2  RECORDS

(a)  The Principal Paying Agent agrees to keep a full and complete record of all
     Class A Notes and of their redemption, payment, exchange or cancellation
     (as the case may be) and of all replacement Class A Notes issued in
     substitution for lost, stolen, mutilated, defaced or destroyed Definitive
     Notes.

(b)  Such records referred to in paragraph (a) above 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                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

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

6.1  ACTIONS FOLLOWING EVENT OF DEFAULT

     At any time while an Event of Default is subsisting the Note Trustee may
     (subject to the Security Trust Deed, to clauses 6.4 and 7, and to
     Conditions 9 and 10) at its discretion and without further notice take any
     action available to it to direct the Security Trustee to:

     (a)  institute any proceedings against the Trustee which are permitted
          under the Transaction Documents;

     (b)  enforce the security created under the Security Trust Deed (including
          anything set out in clause 8.2 of the Security Trust Deed); and

     (c)  enforce repayment of the Class A Notes together with accrued interest
          and any other moneys payable to the Note Trustee, the Class A
          Noteholders under the Transaction Documents.

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

6.3  OVERDUE INTEREST

     The rates of interest payable in respect of any Class A Note which has
     become due and repayable in full and which has not been repaid shall be
     calculated at three-monthly intervals, commencing on the expiry of the
     Interest Period for that Class A Note during which the Class A Note became
     due and repayable in accordance with the provisions of Condition 4 except
     that no notices need be given to Class A Noteholders, in relation to that
     interest.

6.4  RESTRICTIONS ON ENFORCEMENT

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

     (a)  a sufficient amount would be realised to discharge in full all amounts
          owing to the Class A Noteholders and any other amounts payable by the
          Trustee ranking in priority to or pari passu with the Class A Notes;
          or

     (b)  the Note Trustee is of the opinion, reached after considering at any
          time and from time to time the advice of a merchant bank or other
          financial adviser selected by the Note Trustee (the cost of which
          advice shall be an expense incurred by the Note Trustee under the
          Transaction Documents), 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


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                                                                         Page 14
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          liabilities of the Trustee, to discharge in full in due course all the
          amounts referred to in paragraph (i) relating to the Trust.

6.5  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 Class A Noteholders may proceed directly against
     the Trustee but then only if and to the extent the Class A Noteholders are
     able to do so under Australian law.

7.   PROCEEDINGS
--------------------------------------------------------------------------------

7.1  ACTING ONLY ON DIRECTION

     (a)  Subject to paragraph (b), the Note Trustee may, but 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 or any
          Class A Notes, unless directed or requested to do so in writing by the
          holders of at least 75% of the aggregate Invested Amount of the Class
          A Notes and then only if the Note Trustee is indemnified to its
          satisfaction against all actions, proceedings, claims and demands to
          which it may render itself liable and all costs, charges, damages and
          expenses which it may incur by so doing.

     (b)  If an Extraordinary Resolution (as defined in the Security Trust Deed)
          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 of the Class A Noteholders, direct the
          Security Trustee to enforce the Security Trust Deed on behalf of the
          Class A Noteholders.

     (c)  The Note Trustee shall be protected with respect to any action taken
          or omitted to be taken by it in good faith in accordance with the
          direction of the holders of the required aggregate Invested Amount of
          the Class A Notes in accordance with this deed relating to the time,
          method and place of conducting any proceeding for any remedy available
          to, or exercising any trust or power conferred upon it, under this
          deed.

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 holder of a Class A Note is
     entitled to proceed directly against the Trustee to enforce the performance
     of any of the provisions of the Security Trust Deed or of the Class A Notes
     (including the 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 Class A Noteholders (if entitled under the Transaction
     Documents to act in place of the Note Trustee) may proceed directly against
     the Trustee but then only if and to the extent the Class A Noteholders are
     able to do so under Australian law. 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


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                                                                         Page 15
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NOTE TRUST DEED                                           Allens Arthur Robinson
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     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 all 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 6.5 and 7.2, only the Note Trustee may:

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

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

     and no Class A 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 Class A Notes (including the
     Conditions).

7.4  AVAILABLE AMOUNTS

     For the purpose of Conditions 5(i) and 5(j) the Note Trustee shall not be
     satisfied that the Trustee will be in a position to discharge the
     liabilities referred to in those 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 or whose short term unsecured and unguaranteed debt securities are
          rated F1+ by S&P or F1+ by Fitch Ratings, provided that in both cases
          its short term unsecured and unguaranteed debt securities are ranked
          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 Manager or the Trustee 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.

7.5  NO OBLIGATION TO ENSURE COMPLIANCE

     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 failure by the Security Trustee so to comply.

7.6  CONFLICT OF INTERESTS

     The Note Trustee shall, with respect to all the powers, trusts,
     authorities, duties and discretions vested in it by the Transaction
     Documents, except where expressly provided otherwise, have regard to the
     interests of the Class A Noteholders.


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                                                                         Page 16
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NOTE TRUST DEED                                           Allens Arthur Robinson
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8.   NOTICE OF PAYMENT
--------------------------------------------------------------------------------

     The Principal Paying Agent shall give notice to the Class A Noteholders in
     accordance with 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 and in any relevant circumstance will certify to the Note Trustee that
     the requirements of Clauses 7.1(a) and (b) of the Note Trust Deed have been
     satisfied (and the Note Trustee shall be entitled to rely upon such
     certification). Those payments may be made in accordance with Condition 6
     (in the case of Definitive Notes) or in the name of the nominee of the
     Clearing Agency by wire transfer in immediately available funds to an
     account designated by such nominee to the order of the registered holder of
     the Class A Note (in the case of any Book-Entry 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
--------------------------------------------------------------------------------

     Any amount which, under the trusts of this deed ought to or may be invested
     by the Note Trustee as directed in writing by the Manager, 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 in good faith. The
     Note Trustee must not make any investment that could have an adverse effect
     on the 50% risk weighting attributed to the Notes by the Bank of England
     and the Note Trustee need only account for interest equal to the highest
     rate payable by it to an independent depositor in respect of comparable
     deposits.

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

     In the case of Definitive Notes, on any payment of amounts received by or
     on behalf of the Note Trustee under clause 16 of the Security Trust Deed
     (other than the payment in full against surrender of a Definitive Note) the
     Definitive Note in respect of which such payment is made shall be produced
     to the Note Trustee or the Paying Agent by or through whom such payment is
     made and the Note Trustee shall, or shall cause the Paying Agent to, enface
     on the Definitive Note a memorandum of the amount and the date of payment,
     but the Note Trustee may in any particular case dispense with that
     production and enfacement upon the Trustee certifying to the Note Trustee
     that an indemnity has been given to the Trustee by the recipient of the
     payment as the Trustee considers sufficient and the Note Trustee shall be
     entitled to rely on such certification.


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

     Each of the Trustee and the Manager undertake severally to the Note
     Trustee, for itself and on behalf of the Class A Noteholders, as follows in
     relation to the Trust for so long as any of the Class A Notes remain
     outstanding (except to the extent that the Note Trustee otherwise consents
     in accordance with this deed).

     (a)  (MASTER TRUST DEED COVENANTS) It will comply with its covenants in the
          Master Trust Deed.

     (b)  (TRANSACTION DOCUMENTS)

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

          (ii) It will use 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 Manager (as the case may be) reasonably considers has a material
          bearing on the interest of the Class A 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, Servicer Transfer Event, Title Perfection
               Event or Manager's Default including full details (to the extent
               known, without making any enquiry) of that Event of Default,
               Trustee's Default, Servicer Transfer Event, Title Perfection
               Event or Manager's Default (as the case may be).

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

               (A)  whether or not the Manager or the Trustee is aware that any
                    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 Manager on behalf of the Trustee
          will maintain in the Borough of Manhattan, The City of New York an
          office or agency where Class A Notes may be surrendered for
          registration of transfer or exchange, and where notices and demands to
          or upon the Trustee in respect of the Class A Notes and this deed may
          be served. The Trustee hereby initially appoints the Principal Paying
          Agent, acting through its agent, DTC Transfer Agent Services, at 55
          Water Street, Jeanette Park Entrance, New York, New York 10041, to
          serve as its agent for the foregoing purposes. The Principal Paying
          Agent 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


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          appointment under this sub-paragraph (f). The 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
          Trustee shall fail to maintain any such office or agency or shall fail
          to furnish the Note Trustee with the address thereof, such surrenders,
          notices and demands may be made or served at the Corporate Trust
          Office, and the Trustee hereby appoints the Note Trustee as its agent
          to receive all such surrenders, notices and demands.

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

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

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

     (h)  (NOTICES) It will promptly give to the Note Trustee, or ensure that
          the Note Trustee receives for approval by the Note Trustee, two copies
          of the form of every notice prior to the notice being given to the
          Class A Noteholders in accordance with Condition 12.

     (i)  (ANNUAL STATEMENT AS TO COMPLIANCE) The Trustee (or the 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
          2003), 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 Note Trust
                Deed 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 Note Trust Deed
                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(i) compliance shall be determined
          without regard to any period of grace or requirement of notice under
          the Note Trust Deed.

     (j)  (OPINIONS AS TO TRUST ESTATE) On the Closing Date, the Trustee (or the
          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, 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.


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NOTE TRUST DEED                                           Allens Arthur Robinson
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          Within 120 days after the end of each fiscal year commencing on 30
          September 2003 the Trustee (or the 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.

     (k)  (NOTEHOLDER REPORT)

          (i)  The Trustee (or the Manager on its behalf) shall deliver to the
               Principal Paying Agent and the Note Trustee on each Determination
               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 Class A
               Noteholder.

          (ii) Each Noteholder Report shall contain the information set out in
               Schedule 2.

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

12.1 FEE

     The Trustee shall pay to the Note Trustee a fee agreed between them and at
     the times specified in the Supplementary Terms Notice.

12.2 ADDITIONAL REMUNERATION

     If the Note Trustee gives a notice under Condition 10 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
     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.

     In the event of the Note Trustee, the Manager and the Trustee failing to
     agree on such additional remuneration, such remuneration 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
     England and 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 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 paid by the Note Trustee (or the
          Class A Noteholders acting under clause 6.5 (as the case may be)) in
          connection with properly undertaking its duties under the Transaction
          Documents and in


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NOTE TRUST DEED                                           Allens Arthur Robinson
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          connection with any legal proceedings brought by the Note Trustee (or
          the Class A Noteholders acting under clause 6.5 (as the case may be))
          to enforce any obligation under this deed or the Class A Notes. The
          Note Trustee shall not be reimbursed for any overhead or general
          operating expenses which it incurs.

     (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
          Class A Noteholders acting under clause 6.5 (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 (other than arising from any fraud,
          negligence, default or breach of trust by the Note Trustee or that
          person).

12.4 OVERDUE RATE

     All sums payable by the Trustee under clauses 12 and 34.8 shall be payable
     by the Trustee on the next Payment Date in the order set out in the
     Supplementary Terms 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.

13.  NOTE TRUSTEE
--------------------------------------------------------------------------------

13.1 PREFERENTIAL COLLECTION OF CLAIMS AGAINST TRUSTEE

     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) of the
     TIA only to the extent required by the TIA.

13.2 DUTIES OF NOTE TRUSTEE

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

     (b)  Except while an Event of Default subsists:


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          (i)  the Note Trustee undertakes to perform such duties and only such
               duties as are specifically set forth in this deed and no implied
               covenants or obligations shall be read into this deed against the
               Note Trustee; and

          (ii) in the absence of bad faith on its part, the Note Trustee may
               conclusively rely, as to the truth of the statements and the
               correctness of the opinions expressed therein, upon certificates
               or opinions furnished to the Note Trustee and conforming to the
               requirements of this deed; however, the Note Trustee shall
               examine the certificates and opinions to determine whether or not
               they conform to the requirements of this deed.

     (c)  The Note Trustee may not be relieved from liability for its own
          negligent action, its own negligent failure to act or its own wilful
          misconduct, except that:

          (i)  this paragraph does not limit the effect of paragraph (a) of this
               clause; and

          (ii) the Note Trustee shall not be liable for any error of judgment
               made in good faith by a Responsible Officer unless it is proved
               that the Note Trustee was negligent in ascertaining the pertinent
               facts.

     (d)  Section 315(d)(3) of the TIA is expressly excluded by this deed.

13.3 OBLIGATIONS OF NOTE TRUSTEE

     The Note Trustee represents and warrants that it is duly qualified to
     assume its obligations under this deed and has obtained all necessary
     approvals required to perform its obligations under this deed.

13.4 NOTICE OF DEFAULTS

     (a)  If an Event of Default occurs and is subsisting and the Note Trustee
          is actually aware of that Event of Default, the Note Trustee shall
          mail to each Class A Noteholder notice of the Event of Default within
          90 days after becoming so aware.

     (b)  Except in the case of a default in payment of principal of or interest
          on any Class A Note (including payments pursuant to the mandatory
          redemption provisions of that Class A Note), the Note Trustee may
          withhold the notice referred to in paragraph (a) if and so long as the
          board of directors, the executive committee or a trust committee of
          its directors in good faith determines that withholding the notice is
          in the interest of Class A Noteholders.

13.5 RIGHTS OF NOTE TRUSTEE

     (a)  The Note Trustee may conclusively rely on any document believed by it
          to be genuine and to have been signed or presented by the proper
          person. The Note Trustee need not investigate any fact or matter
          stated in the document.

     (b)  Before the Note Trustee acts or refrains from acting, it may require
          an Officer's Certificate or an Opinion of Counsel. The Note Trustee
          shall not be liable for any action it takes, suffers or omits to take
          in good faith in reliance on the Officer's Certificate or Opinion of
          Counsel.

     (c)  No provision of this deed shall require the Note Trustee to expend or
          risk its own funds or otherwise incur financial liability in the
          performance of any of its duties hereunder or in the exercise of any
          of its rights or powers, if it shall have reasonable grounds to
          believe that


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          repayment of such funds or indemnity satisfactory to it against such
          risk or liability is not assured to it.

     (d)  The Note Trustee shall not be responsible for and makes no
          representation as to the validity or adequacy of this deed or the
          Class A Notes, shall not be accountable for the Trustee's use of the
          proceeds from the Class A Notes, and shall not be responsible for any
          statement of the Trustee in this deed or in any document issued in
          connection with the sale of the Class A Notes or in the Class A Notes.

     (e)  The Note Trustee may in relation to this deed act on the advice or
          opinion of or any information obtained from any lawyer, valuer,
          accountant, banker, broker, credit-rating agency, lead manager or
          other expert whether obtained by the Trustee, the Note Trustee, the
          Manager, the Servicer or otherwise.

     (f)  Any advice, opinion or information may be sent or obtained by letter,
          telegram, facsimile transmission or cable and the Note Trustee shall
          not be liable for acting on any such advice, opinion or information
          purporting to be conveyed by any such letter, telegram, facsimile
          transmission or cable although the same shall contain some error or
          shall not be authentic.

     (g)  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 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.

     (h)  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 (other
          than Australia) 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 breach of
          trust (in the case of the Security Trustee) or fraud, negligence,
          default or breach of trust (in the case of the Note Trustee) of that
          party, neither the Note Trustee nor the Security Trustee shall 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
          the Servicer or any of its affiliates or by clearing organisations or
          their operators or by any person on behalf of the Note Trustee if
          prudently chosen in accordance with the Transaction Documents.

     (i)  The Note Trustee shall not be responsible for the application of the
          proceeds of the issue of any of the Class A Notes by the Trustee or
          any moneys borrowed by the Trustee under any Transaction Document or
          the exchange of any Book-Entry Note for any other Book-Entry Note or
          Definitive Note, as the case may be.

     (j)  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


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          any Relevant Document is observing and performing all the obligations
          on its part contained in the Class A 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.

     (k)  Save as expressly otherwise provided in this deed or the Transaction
          Documents, 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 Documents (the exercise of
          which as between the Note Trustee and the Class A Noteholders) shall
          be conclusive and binding on the Class A 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 Class A
          Noteholders, or any of them, the Note Trustee shall nevertheless not
          be so bound unless first indemnified 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.

     (l)  Any consent or approval given by the Note Trustee for the purpose of
          this deed, the 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 Conditions may be given retrospectively.

     (m)  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
          Class A Noteholder or any Mortgagee, any information made available to
          the Note Trustee by the Trustee or any other person in connection with
          the trusts of this deed and no Class A Noteholder shall be entitled to
          take any action to obtain from the Note Trustee any such information.

     (n)  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, 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 Manager as relevant and any
          rate, method and date so agreed shall be binding on the Trustee, the
          Class A Noteholders.

     (o)  Subject to clauses 6.5 and 7.4, the Note Trustee may certify in good
          faith whether or not any of the events set out in paragraphs (b) to
          (e) of 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 Class A Noteholders and may certify, in relation to the event
          set out in paragraph (a) of Condition 9 in relation to any payment of
          interest on the Class A 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 Supplementary Terms
          Notice or the Security Trust Deed, all interest (after payment of all
          sums which are permitted under the Supplementary Terms 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,
          the Class A Noteholders. The Note Trustee shall have no liability to
          the Trustee, any Class A 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 Condition 9, the Note Trustee may rely on any
          determination made by any independent


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          accountants of recognised standing in Australia and any such
          determination shall be conclusive and binding on the Trustee and the
          Class A Noteholders. The Trustee shall pay the Note Trustee reasonable
          costs and expenses of providing the certificate at the times specified
          in the Supplementary Terms Notice.

     (p)  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.

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

     (r)  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
          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.

     (s)  The Note Trustee shall not be obliged (whether or not directed to do
          so by the Class A Noteholders) to direct the Security Trustee to
          perfect legal title to any Purchased Receivable Security if, in the
          opinion of the Note Trustee, that perfection would or might result in
          the Note Trustee becoming liable to or incurring any obligation to any
          Obligor under a Purchased Receivable or Purchased Receivable Security
          and, in its opinion, there is or would be insufficient cash to
          discharge, in accordance with the provisions of the Security Trust
          Deed, that liability or obligations as and when they arise.
          Notwithstanding the


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                                                                         Page 25
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          generality of the foregoing, the Note Trustee shall have no
          responsibility or liability for the payment of any fees for the
          registration of a Mortgage in Australia or for any related legal,
          administrative or other fees, costs and expenses (including, but not
          limited to, any proper disbursements and any goods and services or
          value added tax). The Manager will provide to the Note Trustee such
          information and the Trustee will pay to the Note Trustee such costs as
          the Note Trustee reasonably considers necessary to make these
          determinations and, subject to clause 29, the Trustee indemnifies the
          Note Trustee against any loss or damage suffered as a result of the
          Note Trustee incurring such an obligation.

     (t)  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 and shall not be
          responsible for any loss, expense or liability which may be suffered
          as a result of the lack of or inadequacy of any insurance.

     (u)  The Note Trustee shall not be responsible for any loss, expense or
          liability 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 Account, 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, default or breach of trust of the Note Trustee.

     (v)  The Note Trustee has no responsibility whatsoever to the Trustee or
          any Class A 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.

     (w)  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.

     (x)  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, Security Interests or
          other documents entered into in connection with them or any Mortgage
          Insurance Policy or any other document or any obligation or rights
          created or purported to be created by them or under them or any
          Security Interest 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


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NOTE TRUST DEED                                           Allens Arthur Robinson
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          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 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;

          (vii)  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;

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

          (ix)   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;

          (x)    the compliance of 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);

          (xi)   the failure by any Approved Seller, the Trustee, the Servicer
                 or the Manager 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


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NOTE TRUST DEED                                           Allens Arthur Robinson
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                 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;

          (xii)  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;

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

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

     (y)  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 or as a consequence of or in connection with it being held or
          treated as, or being deemed to be, a creditor, for the purposes of the
          Consumer Credit Legislation, in respect of any of the Mortgages.

     (z)  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 any Approved Seller, the Servicer,
          the Trustee, the Manager, any Paying Agent, the Calculation Agent, any
          Designated Rating Agency or any other credit 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 the Class
          A Notes or the Conditions and the Note Trustee is not bound in any
          such case to call for further evidence or be responsible for any loss,
          liability, costs, damages, expenses or inconvenience that may be
          occasioned by its failing so to do.

     (aa) 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 Class A 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.

     (bb) 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 the Class A Notes by a Designated Rating
          Agency or any other credit-rating agency or any other person.

     (cc) The Note Trustee shall be under no obligation to monitor or supervise
          the functions of the Servicer from time to time under the terms of the
          Servicing Agreement or any other person under any other Transaction
          Document, and is entitled, in the absence of actual knowledge of a
          breach of duty or obligation, to assume that the Servicer is properly
          performing its obligations in accordance with the provisions of the
          Servicing Agreement or that any other person is properly performing
          its obligations in accordance with each other Transaction Document, as
          the case may be.


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NOTE TRUST DEED                                           Allens Arthur Robinson
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     (dd) The Note Trustee acknowledges that the Manager is responsible, under
          the Supplementary Terms Notice, for calculating all amounts referred
          to in clause 5 of the Supplementary Terms 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 other than as a result of the fraud, negligence,
          default or breach of trust of the Note Trustee.

     (ee) The Note Trustee shall not be liable to the Trustee, or any Noteholder
          by reason of having accepted as valid or not having rejected any
          Definitive Note purporting to be such and subsequently found to be
          forged or not authentic and the Note Trustee may call for and shall be
          at liberty to accept and place full reliance on as sufficient evidence
          of the facts stated therein a certificate or letter of confirmation
          certified as true and accurate and signed on behalf of the Common
          Depository or any common depository for them or any person as the Note
          Trustee reasonably considers appropriate, or any form of record made
          by any of them 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 Class A Notes.

14.  NOTE TRUSTEE'S 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, default or breach of trust of which it may be guilty
     in relation to its duties under this deed.

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 Class A
          Noteholders think fit, provided that appointment does not have an
          adverse effect on the ratings of the Class A Notes.

     (b)  If the Note Trustee exercises reasonable care in the selection of a
          delegate under paragraph (a), providing the Note Trustee and the
          delegate are not related bodies corporate (as defined in the
          Corporations Act 2001 (Cth)), the Note Trustee shall not be in any way
          responsible for any loss incurred by reason of any misconduct or
          default 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 the Designated Rating Agencies.

     (c)  Notwithstanding any other provision in this clause 15, where the Note
          Trustee delegates any power to a related body corporate (as defined in
          the Corporations Act 2001 (Cth)), the Note Trustee shall be liable for
          all acts or omissions of the delegate done or omitted whilst acting in
          its capacity as such.


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NOTE TRUST DEED                                           Allens Arthur Robinson
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16.  EMPLOYMENT OF AGENT BY NOTE TRUSTEE
--------------------------------------------------------------------------------

     (a)  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 provided that the use of such
          an agent does not have an adverse effect on the ratings of the Class A
          Notes. If the Note Trustee exercises reasonable care in the selection
          of that agent and providing the Note Trustee and the agent are not
          related bodies corporate (as defined in the Corporations Act 2001
          (Cth)), the Note Trustee shall not in any way be responsible for any
          loss incurred by reason of any misconduct or default on the part of
          that agent.

     (b)  Notwithstanding other provision or provisions in this clause 16, where
          the Note Trustee employs, under this clause 16, a related body
          corporate (as defined in the Corporations Act 2001 (Cth)) as agent,
          the Note Trustee shall be liable for all acts or omissions of the
          agent done or omitted whilst acting in its capacity as such.

     (c)  Any trustee of this deed which is a lawyer, accountant, broker,
          investment advisor 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 is by reason of its or their fiduciary
     position only 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 the Class A Notes or any of them, 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 by them or in connection with any
     of those arrangements.


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NOTE TRUST DEED                                           Allens Arthur Robinson
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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 Class A Noteholders are not materially prejudiced),
          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 of any of the
               covenants or provisions contained in this deed or in the Class A
               Notes (including the Conditions) or any other Transaction
               Document (as to which evidence of a breach of one Class A Note
               shall be deemed evidence of a breach of all Class A Notes); 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 in writing
          by holders of Class A Notes representing at least 75% of the aggregate
          Invested Amount of the Class A Notes or by request under Condition
          10(d). No direction or request shall affect any waiver, authorisation
          or determination previously given or made.

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

19.  AMENDMENT
--------------------------------------------------------------------------------

19.1 APPROVAL

     The Note Trustee, the Manager and the Trustee may, following the giving of
     not less than 10 Business Days' prior notice to each Designated Rating
     Agency, by way of supplemental deed alter, add to or modify this deed
     (including this clause 19), the Conditions (other than the proviso in
     clause 37.2 or any provision of this deed or the Conditions referred to in
     that proviso) and this clause or any Transaction Document 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 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


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NOTE TRUST DEED                                           Allens Arthur Robinson
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          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 to the
          interests of the Class A Noteholders as a whole,

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

19.2 RESOLUTION OF CLASS A 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 Class A Noteholders
     as a whole or any class of Class A Noteholders, the Note Trustee, the
     Manager and the Trustee may make that alteration, addition or modification
     only if sanctioned in writing by holders of at least 75% of the aggregate
     Invested Amount of the Class A Notes.

19.3 DISTRIBUTION OF AMENDMENTS

     The Manager shall distribute to all Class A Noteholders and each Designated
     Rating Agency a copy of any amendments made under clause 19.1 or 19.2 under
     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 Class A Noteholders.

19.5 CONFORMITY WITH TIA

     Every amendment of this deed executed pursuant to this clause 19 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.  CLASS A NOTEHOLDERS
--------------------------------------------------------------------------------

20.1 ABSOLUTE OWNER

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

     (b)  So long as the Class A Notes, or any of them, are represented by a
          Book-Entry Note, the Trustee, the Manager, the Note Trustee and any
          Paying Agent may treat the person for the time being shown in the
          records of the Clearing Agency as the holder of any Class A Note as
          the absolute owner of that Class A Note and the Trustee, the Manager,
          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 the Book-Entry Note to be paid principal and
          interest on the Book-Entry Note in accordance with its terms. Such
          person shall have no


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          claim directly against the Trustee in respect of payment due on the
          Class A Notes for so long as the Class A Notes are represented by a
          Book-Entry Note and the relevant obligations of the Trustee will be
          discharged by payment to the registered holder of the Book-Entry Note
          in respect of each amount so paid.

     (c)  Any payments by the Trustee to the registered holder of a Book Entry
          Note or to an owner of a Class A Note under this clause will be a good
          discharge to the Trustee.

     (d)  All payments made to the owner of a Class A Note under this clause
          (or, in the case of a Book-Entry Note, to or to the order of the
          registered holder of that Book-Entry 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 Class A Notes.

     (e)  Any instalment of interest or principal, payable on any Class A Note
          which is punctually paid or duly provided for by the Trustee to the
          Paying Agent on the applicable Payment Date or Maturity Date shall be
          paid to the person in whose name such Class A Note is registered on
          the Record Date, by cheque mailed first-class, postage prepaid, to
          such person's address as it appears on the Note Register on such
          Record Date, except that, unless Definitive Notes have been issued
          pursuant to clause 3.3, with respect to Class A Notes registered on
          the Record Date in the name of the nominee of the Clearing Agency
          (initially, such nominee to be Cede & Co.), payment will be made by
          wire transfer in immediately available funds to the account designated
          by such nominee and except for the final instalment of principal
          payable with respect to such Class A Note on a Payment Date or
          Maturity Date (and except for the redemption for any Class A Note
          called for redemption pursuant to Condition 5 which shall be payable
          as provided in paragraph (f).

     (f)  The principal of each Class A Note shall be payable on each Payment
          Date and the Maturity Date as set forth in the Conditions. The
          Principal Paying Agent shall notify the person in whose name a Class A
          Note is registered at the close of business on the Record Date
          preceding the Payment Date on which the Trustee expects that the final
          instalment of principal of and interest on such Class A Note will be
          paid. Such notice shall be mailed or transmitted by facsimile prior to
          such Final Maturity Date and shall specify that such final instalment
          will be payable only upon presentation and surrender of such Class A
          Note and shall specify the place where such Class A Note may be
          presented and surrendered for payment of such instalment. Notices in
          connection with redemptions of Class A Notes shall be mailed to Class
          A Noteholders as provided in clause 31.4.

20.2 CLEARING AGENCY CERTIFICATE

     The Trustee, the Manager 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 any Clearing
     Agency or any form of record made by either of them 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 Book-Entry Note.


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NOTE TRUST DEED                                           Allens Arthur Robinson
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21.  CURRENCY INDEMNITY
--------------------------------------------------------------------------------

     Subject to this deed including, without limitation, clause 29, the Trustee
     indemnifies the Note Trustee and the Class A Noteholders and keeps them
     indemnified against:

     (a)  any loss or damage incurred by any of them arising from the
          non-payment by the Trustee of any US$ amount due to the Note Trustee
          or the relevant Class A Noteholders under this deed or the relevant
          Class A 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$, and under which the Note
          Trustee, the Class A Noteholders do not have an option to have that
          judgment or order expressed in US$, and those prevailing at the date
          of actual payment by the Trustee; and

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

          (i)  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 Class A Notes is
               calculated for the purposes of any bankruptcy, insolvency or
               liquidation of the Trustee; and

          (ii) 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$.

          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.

     (c)  The indemnities in this clause are obligations of the Trustee separate
          and independent from its obligations under the Class A Notes and apply
          irrespective of any time or indulgence granted by the Note Trustee or
          the Class A 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 Class A Notes. Any deficiency will
          constitute a loss suffered by the Class A 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 Manager, at any time appoint a new
     note trustee of this deed who has previously been approved in writing by
     holders of at least 75% of the aggregate Invested Amount of the Class A
     Notes. One or more persons may hold office as note trustee or note trustees
     of this deed but that note trustee or 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.


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                                                                         Page 34
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NOTE TRUST DEED                                           Allens Arthur Robinson
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22.2 APPOINTMENT BY NOTE TRUSTEE

     (a)  The Note Trustee may, on 30 days prior written notice to the Trustee
          and Manager, 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 Class A 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

          (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, 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. All rights, powers, 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 such separate note
          trustee or co-trustee jointly (it being understood that such separate
          trustee or co-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 rights, powers, duties
          and obligations shall be exercised and performed singly by such
          separate trustee or co-trustee, but solely at the direction of the
          Note Trustee.

     (c)  The Note Trustee may remove any person appointed under this clause.
          The reasonable 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.

22.3 NOTICE

     (a)  The Trustee shall notify the Principal Paying Agent and the Class A
          Noteholders in writing of any appointment of a new note trustee or any
          retirement or removal of an existing note trustee of this deed as soon
          as practicable after becoming aware of that appointment, retirement or
          removal in accordance with Condition 12.

     (b)  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.

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

23.1 REMOVAL BY TRUSTEE

     The Trustee (or the 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


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     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;

     (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 that failure
          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 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
          23.7.

23.2 REMOVAL BY CLASS A NOTEHOLDERS

     The Class A Noteholders may resolve by written consent of the holders of at
     least 75% of the aggregate Invested Amount of the Class A Notes to require
     the Trustee to remove the Note Trustee or note trustees for the time being
     of this deed.

23.3 RESIGNATION

     Subject to this clause 23, the Note Trustee may resign its appointment
     under this deed at any time by giving to the Trustee, the Manager, the
     Security Trustee and each Designated Rating Agency not less than 3 months
     written notice to that effect which notice shall expire not less than 30
     days before nor 30 days after any due date for payment of the Class A
     Notes.

23.4 RATING AGENCIES APPROVAL

     Any resignation or removal of the Note Trustee and appointment of a
     successor note trustee will not become effective until acceptance of the
     appointment by that successor note trustee and confirmation by the
     Designated Rating Agencies that such appointment will not cause a
     downgrading, qualification or withdrawal of the then current ratings of the
     Class A Notes.

23.5 TRUST CORPORATION

     The Trustee undertakes that if the only Note Trustee which is a Trust
     Corporation retires or is removed it will use its best 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 Manager must assist the Note 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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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

23.6 SUCCESSOR TO NOTE TRUSTEE

     (a)  On the execution by the Trustee, the 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 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
          Noteholders may elect a Note Trustee from among the holders of the
          Class A Notes.

23.7 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 Class A Notes.


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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

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)  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 person shown in clause
               26.2 or to any other address of which the sender may have been
               notified by the recipient; and

          (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 in accordance with this clause 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 5.00 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 and facsimile under this
          clause 26.1.

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:

     THE TRUSTEE

     PERPETUAL TRUSTEES CONSOLIDATED LIMITED

     Level 7, 9 Castlereagh Street,
     Sydney, New South Wales 2000

     Tel:              612 9229 9000
     Fax:              612 9221 7870

     Attention:        Manager, Securitisation


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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

     THE MANAGER

     CRUSADE MANAGEMENT LIMITED

     Level 11
     55 Market Street
     SYDNEY NSW 2000
     AUSTRALIA

     Tel:              612 9320 5605
     Fax:              612 9320 5586

     Attention:        Executive Manager, Securitisation



     THE PRINCIPAL PAYING AGENT

     DEUTSCHE BANK TRUST COMPANY AMERICAS

     1761 East St. Andrew Place, Santa Ana, California 92705-4934

     Tel:              714 247 6000
     Fax:              714 247 6478
     Attention:        Trust Administration -ST0301



     THE CALCULATION AGENT

     DEUTSCHE BANK TRUST COMPANY AMERICAS

     1761 East St. Andrew Place, Santa Ana, California 92705-4934

     Tel:              714 247 6000
     Fax:              714 247 6478
     Attention:        Trust Administration -ST0301



     THE NOTE TRUSTEE

     WILMINGTON TRUST COMPANY

     Rodney Square North
     1100 North Market Street
     Wilmington Delaware 19890-0001

     Tel:              302 636 6043
     Fax:              302 636 4143
     Attention:        Rosemary Pantano


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                                                                         Page 39
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NOTE TRUST DEED                                           Allens Arthur Robinson
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     THE SECURITY TRUSTEE

     P.T. LIMITED

     Level 7
     9 Castlereagh Street,
     SYDNEY, NSW 2000

     Tel:              612 9229 9000
     Fax:              612 9221 7870

     Attention:        Manager, Securitisation

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, including the exercise of the Note Trustee's powers under clause
     13 of this deed, is governed by the law 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 New York in respect of the application of those
     powers, the law 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 30 of the Master Trust Deed applies to the obligations and
     liabilities of the Trustee and the Manager under this deed.

29.2 LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT TO INDEMNITY

     (a)  The Trustee enters into this deed only in its capacity as trustee of
          the Trust and in no other capacity (except where the Transaction
          Documents provide otherwise). Subject to paragraph (c) below, a
          liability arising under or in connection with this deed or the Trust
          can be enforced against the Trustee only to the extent to which it can
          be satisfied out of the assets and property of the Trust which are
          available to satisfy the right of the Trustee to be exonerated or
          indemnified for the liability. This limitation of the Trustee's
          liability applies despite any other provision of this deed and extends
          to all liabilities and obligations of the Trustee in any way connected
          with any representation, warranty, conduct, omission, agreement or
          transaction related to this deed or the Trust.

     (b)  Subject to paragraph (c) below, no person (including any Relevant
          Party) may take action against the Trustee in any capacity other than
          as trustee of the Trust or seek the appointment of a receiver (except
          under the Security Trust Deed), or a liquidator, an administrator or
          any


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NOTE TRUST DEED                                           Allens Arthur Robinson
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          similar person to the Trustee or prove in any liquidation,
          administration or arrangements of or affecting the Trustee.

     (c)  The provisions of this clause 29.2 shall not apply to any obligation
          or liability of the Trustee to the extent that it is not satisfied
          because under a Transaction Document or by operation of law there is a
          reduction in the extent of the Trustee's indemnification or
          exoneration out of the Assets of the Trust as a result of the
          Trustee's fraud, negligence, or Default.

     (d)  It is acknowledged that the Relevant Parties are responsible under
          this deed or the other Transaction Documents for performing a variety
          of obligations relating to the Trust. No act or omission of the
          Trustee (including any related failure to satisfy its obligations
          under this deed) will be considered fraud, negligence or Default of
          the Trustee for the purpose of paragraph (c) above to the extent to
          which the act or omission was caused or contributed to by any failure
          by any Relevant Party or any person who has been delegated or
          appointed by the Trustee in accordance with the Transaction Documents
          to fulfil its obligations relating to the Trust or by any other act or
          omission of a Relevant Party or any such person.

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

     (f)  In this clause, RELEVANT PARTIES means each of the Manager, the
          Servicer, the Custodian, the Calculation Agent, each Paying Agent, the
          Note Registrar, the Note Trustee and the provider of any Support
          Facility.

     (g)  Nothing in this clause limits the obligations expressly imposed on the
          Trustee under the Transaction Documents.

29.3 UNRESTRICTED REMEDIES

     Nothing in clause 29.2 limits any party in:

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

     (b)  obtaining declaratory relief;

     (c)  in relation to its rights under the Security Trust Deed or this deed;
          or

     (d)  taking any legal action against the Trustee in its personal capacity
          under clause 29.2(c).

29.4 RESTRICTED REMEDIES

     Except as provided in clause 29.3, the Note Trustee shall not:

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

     (b)  (STATUTORY DEMAND) issue any demand under section 459E(1) of the
          Corporations Act 2001 (Cth) (or any analogous provision under any
          other law) against the Trustee;

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


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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

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

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

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

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

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

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

     The Note Trustee shall do all things reasonably necessary of itself to
     enable any successor Trustee appointed under clause 20 of the Master Trust
     Deed to become the Note Trustee under this deed.

31.  REIMBURSEMENT 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(a) as the Note
     Trustee reasonably requires to assist in the giving of that opinion or the
     making of that determination or calculation and any reasonable costs and
     expenses payable to those advisors will be reimbursed to the Note Trustee
     by the Trustee or if another person is expressly stated in the relevant
     provision in a Transaction Document, that person.

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

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

     (a)  any decline in the value or loss realised upon any sale or other
          disposition made under the Security Trust Deed of any Mortgaged
          Property (as defined in the Security Trust Deed) or any other property
          charged to the Security Trustee by any other person in respect of or
          relating to the obligations of any person in respect of the Trustee or
          the Secured Moneys (as defined in the Security Trust Deed) or relating
          in any way to the Mortgaged Property;

     (b)  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; and

     (c)  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 deeds or documents of title thereto 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
          operator or by any person on behalf of the Security Trustee or the
          Note Trustee,

     except for the fraud, negligence, default or breach of trust of the Note
     Trustee.


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                                                                         Page 42
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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

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 Manager, including
     in connection with the issue of Class A Notes. Neither the Trustee nor the
     Manager may publish or permit to be published any such document in
     connection with the offer of Class A Notes or an invitation for
     subscriptions for Class A 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
--------------------------------------------------------------------------------

34.1 RELIANCE ON CERTIFICATE

     The Note Trustee shall not incur any liability as a result of relying upon
     the authority, validity, due authorisation of, or the accuracy of any
     information contained in any notice, resolution, direction, consent,
     certificate, receipt, affidavit, statement, valuation report or other
     document or communication (including any of the above submitted or provided
     by the Manager, by the Trustee or by a Class A Noteholder) if the Note
     Trustee is entitled, under clause 34.2 to assume such authenticity,
     validity, due authorisation or accuracy.

     In preparing any notice, certificate, advice or proposal the Note Trustee
     shall be entitled to assume, unless it is actually aware to the contrary,
     that each person under any Authorised Investment, Support Facility,
     Receivable, Receivable Security, Related Securities, other Transaction
     Document or any other deed, agreement or arrangement incidental to any of
     the above or to the 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 MANAGER, SECURITY TRUSTEE, TRUSTEE OR SERVICER

     (a)  (AUTHORISED SIGNATORIES ARE SUFFICIENT EVIDENCE) Whenever any
          certificate, notice, proposal, direction, instruction, document or
          other communication is to be given to the Note Trustee, the Note
          Trustee may assume:

          (i)  the authenticity and validity of any signature in any such
               document and that such document has been duly authorised; and

          (ii) the accuracy of any information contained in any such documents,

          in either case unless the officers of the Note Trustee responsible for
          the administration of the trust constituted under this deed (the NOTE
          TRUST) are actually aware to the contrary.

     (b)  (NOTE TRUSTEE NOT LIABLE FOR LOSS) The Note Trustee shall not be
          responsible for any loss arising from any forgery or lack of
          authenticity or any act, neglect, mistake or discrepancy of the
          Manager, the Security Trustee, Trustee or the Servicer or any officer,
          employee, agent or delegate of the Manager, the Security Trustee, the
          Trustee or the Servicer 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


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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

          for the administration of the Note Trust are not actually aware of
          such forgery, lack of authenticity or validity, act, neglect, mistake
          or discrepancy.

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 applicable present or future law of any place or any
     applicable ordinance, rule, regulation or by law or of any applicable
     decree, order or judgment of any competent court or other tribunal, the
     Note Trustee shall be prohibited from doing or performing.

34.4 RELIANCE ON EXPERTS

     The Note Trustee may rely on and act on the opinion or statement or
     certificate or advice of or information obtained from the Security Trustee,
     the Servicer, the Trustee, 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
     except to the extent of losses, costs, claims or damages caused by the Note
     Trustee's fraud, negligence, default or breach of trust.

34.5 OVERSIGHTS OF OTHERS

     Having regard to the limitations on the Note Trustee's duties, powers,
     authorities and discretions under this deed, the Note Trustee shall not be
     responsible for any act, omission, misconduct, mistake, oversight, error of
     judgment, forgetfulness or want of prudence on the part of any person or
     agent appointed by the Note Trustee or on whom the Note Trustee is entitled
     to rely under this deed (other than a Related Body Corporate), attorney,
     banker, receiver, barrister, solicitor, agent or other person acting as
     agent or adviser to the Note Trustee except to the extent of losses, costs,
     claims or damages caused by the Note Trustee's fraud, negligence, default
     or breach of trust, provided that nothing in this deed or any other
     Transaction Document imposes any obligations on the Note Trustee to review
     or supervise the performance by any other party of its obligations.

34.6 POWERS, AUTHORITIES AND DISCRETIONS

     Except as otherwise provided in this deed and in the absence of fraud,
     negligence, default or breach of trust, 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.

34.7 IMPOSSIBILITY OR IMPRACTICABILITY

     If for any other reason it becomes impossible or impracticable for it 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
     and, except to the extent of its own fraud, negligence, default or breach
     of trust, 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.


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NOTE TRUST DEED                                           Allens Arthur Robinson
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34.8 LEGAL AND OTHER PROCEEDINGS

     (a)  (INDEMNITY FOR LEGAL COSTS) The Note Trustee or the Class A
          Noteholders acting under Clause 6.5 (as the case may be) (each an
          INDEMNIFIED PARTY) shall be indemnified by the Trustee (subject to
          clause 29) for all legal costs and disbursements on a full indemnity
          basis and all other cost, disbursements, outgoings and expenses
          incurred by the Indemnified Party in connection with:

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

          (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; and

          (iii) obtaining legal advice or opinions concerning or relating to the
                interpretation or construction of,

          this deed or any other Transaction Document or otherwise under or in
          respect of the Note Trust Deed provided that the enforcement,
          contemplated enforcement or preservation by the Note Trustee (as the
          case may be) of the rights referred to in paragraph (i) or the court
          proceedings referred to in paragraph (ii) (including in each case the
          defence of any action, suit, proceeding or dispute brought against the
          Indemnified Party), and the basis of incurring any of those costs,
          disbursements, outgoings and expenses by the Indemnified Party:

          (iv) has been approved in advance by the written consent of the
               holders of at least 75% of the aggregate Invested Amount of the
               Class A Notes; or

          (v)  the Indemnified Party reasonably considers the incurring of those
               costs, disbursements, outgoings and expenses to be necessary.

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

34.9 NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

     Except to the extent caused by the fraud, negligence, default or breach of
     trust on the Note Trustee's part or on the part of any of its officers or
     employees, or any agents 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 for any losses, costs, liabilities or claims
     arising from the failure to pay moneys on the due date for payment to any
     Class A Noteholder or any other person or for any loss howsoever caused in
     respect of any of the Trust or to any Class A Noteholder or other person.
     The Note Trustee is not obliged to take any action under this deed unless
     it is indemnified to its reasonable satisfaction against all actions,
     proceedings, claims and demands to which it may render itself liable and
     all costs, charges, damages and expenses which it may incur by so doing.


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                                                                         Page 45
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NOTE TRUST DEED                                           Allens Arthur Robinson
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34.10 FURTHER LIMITATIONS ON NOTE TRUSTEE'S LIABILITY

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

     (a)  for any losses, costs, liabilities or expenses arising out of the
          exercise or non-exercise of its discretion or for any other act or
          omission on its part under this deed, any other Transaction Document
          or any other document except where the exercise or non-exercise of any
          discretion, or any act or omission, by the Note Trustee, or any of its
          officers or employees, or any agent, 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, constitutes fraud, negligence, default or
          breach of trust;

     (b)  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 Class A Noteholder under this deed, any other Transaction
               Document or any other document;

          (ii) by any person under a Support Facility, Receivable or Receivable
               Security,

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

     (c)  for any Manager's Default, Servicer Transfer Event or Title Perfection
          Event;

     (d)  without limiting the Note Trustee's obligations under the Transaction
          Documents, for any act, omission or default of the Servicer in
          relation to its servicing duties or its obligations under the
          Servicing Agreement;

     (e)  without limiting the Note Trustee's obligations under the Transaction
          Documents, for any act, omission or default of the Custodian in
          relation to its custodial duties or its obligations under the
          Custodian Agreement;

     (f)  without limiting the Note Trustee's obligations under the Transaction
          Documents, for any act, omission or default of the Security Trustee in
          relation to its obligations under the Transaction Documents;

     (g)  without limiting the Note Trustee's obligations under the Transaction
          Documents, for any act, omission or default of a Paying Agent in
          relation to its obligations under the Transaction Documents;

     (h)  without limiting the Note Trustee's obligations under the Transaction
          Documents, for any act, omission or default of the Calculation Agent
          in relation to its obligations under the Transaction Documents;

     (i)  for the failure of a person to carry out an agreement with the Note
          Trustee in connection with the Trust; or


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NOTE TRUST DEED                                           Allens Arthur Robinson
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     (j)  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
          Manager, the Trustee, Security Trustee or the Servicer,

     except, in the case of paragraphs (c) to (j) (inclusive), to the extent
     that it is caused by the fraud, negligence, default or breach of trust of
     the Note Trustee.

     Nothing in this clause 34.10 alone (but without limiting the operation of
     any other clause of this deed) shall imply a duty on the Note Trustee to
     supervise the Manager or the Security Trustee in the performance of the
     Manager's or the Security Trustee's functions and duties, and the exercise
     by the Manager or the Security Trustee of its discretions.

34.11 CONFLICTS

     (a)  (NOT LIABLE TO ACCOUNT) Note Trustee shall not be in any way liable to
          account to any Class A 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 (b) below.

     (b)  (FIDUCIARY RELATIONSHIP) Note Trustee shall not by reason of any
          fiduciary relationship be in any way precluded from making any
          contracts or entering into any transactions with any such person in
          the ordinary course of its 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. Note Trustee
          shall not be accountable to any Class A Noteholder or any other person
          for any profits arising from any such contracts, transactions or
          offices.

34.12 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 Class A
     Noteholder) with any credit or other information concerning the affairs,
     financial condition or business of the Trust.

34.13 INVESTIGATION BY NOTE TRUSTEE

     Each Noteholder acknowledges that the Note Trustee has no duty, and is
     under no obligation, to investigate whether a Manager's Default, Servicer
     Transfer Event or Title Perfection Event has occurred in relation to the
     Trust other than where it has actual notice.

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

35.1 PROVISION OF INFORMATION

     The Trustee (or the Manager on its behalf) will furnish or cause to be
     furnished to the Note Trustee:


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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

     (a)  every six months (with the first six month period commencing on the
          Closing 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 Class A 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 Class A Notes are Book-Entry Notes,

     no such list shall be required to be furnished.

35.2 PRESERVATION OF INFORMATION; COMMUNICATIONS TO NOTEHOLDERS

     (a)  The Note Trustee shall preserve, in as current a form as is reasonably
          practicable, the names and addresses of the Class A 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 Class A 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)  Class A Noteholders may communicate pursuant to section 312(b) of the
          TIA with other Class A Noteholders with respect to their rights under
          this deed or under the Class A 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 2003, the Note Trustee shall mail to each
     Class A Noteholder, the Trustee and the 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
     Class A Noteholders shall be filed by the Note Trustee with the Commission
     and each stock exchange, if any, on or by which the Class A Notes are then
     listed. The Manager on behalf of the Trustee shall notify the Note Trustee
     in writing if and when the Class A Notes are listed on or by any stock
     exchange.

35.4 NOTICES TO CLASS A NOTEHOLDERS; WAIVER

     Where this deed provides for notice to Class A Noteholders of any event,
     such notice shall be sufficiently given (unless otherwise herein expressly
     provided) if in writing and mailed, first-class, postage prepaid to each
     Class A Noteholder affected by such event, at his or her address as it
     appears on the Note Register, not later than the latest date, and not
     earlier than the earliest date, prescribed for the giving of such notice.
     In any case where notice to Class A Noteholders is given by mail, neither
     the failure to mail such notice nor any defect in any notice so mailed to
     any particular Class A Noteholder shall affect the sufficiency of such
     notice with respect to other Class A Noteholders, and


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     any notice that is mailed in the manner herein provided shall conclusively
     be presumed to have been duly given.

     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 Class A 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.

     In case, by reason of the suspension of regular mail services as a result
     of a strike, work stoppage or similar activity, it shall be impractical to
     mail notice of any event to Class A Noteholders when such notice is
     required to be given pursuant to any provision of this deed, then any
     manner of giving such notice as the Manager on behalf of the Trustee shall
     direct the Note Trustee shall be deemed to be a sufficient giving of such
     notice.

35.5 REPORTS BY TRUSTEE

     The Trustee (or the 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 Securities Exchange Act of 1934, as amended;

     (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 Class A 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 Manager to the
          Note Trustee to take any action under any provision of this deed, the
          Trustee (or the 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


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          (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 Manager on 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 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 Invested 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 Invested
                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:


--------------------------------------------------------------------------------
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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

          (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;

          (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
          Class A Noteholder by such Class A 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 Class A Noteholder, or group of Class
                A Noteholders in each case holding in the aggregate more than
                10% of the aggregate Invested Amount of the Class A Notes; or

          (iii) any suit instituted by any Class A Noteholder for the
                enforcement of the payment of principal or interest on any Class
                A Note on or after the respective due dates expressed in such
                Class A Note and in this deed (or, in the case of final
                redemption of a Class A Note, on or after the Final 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 Class A 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 Class A Notes which the Note
          Trustee knows are so owned shall be so disregarded.


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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

36.4 UNCONDITIONAL RIGHTS OF CLASS A NOTEHOLDERS TO RECEIVE PRINCIPAL
     AND INTEREST

     Notwithstanding any other provisions in this deed, any Class A Noteholder
     shall have the right, which is absolute and unconditional, to receive
     payment of the principal of and interest, if any, on such Class A Note on
     or after the respective due dates thereof expressed in such Class A Note or
     in this deed (or, in the case of final redemption of a Class A Note, on or
     after the Final 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 Class A Noteholder, except to the extent that the institution or
     prosecution thereof or the entry of judgment therein would, under
     applicable law, result in the surrender, impairment, waiver, or loss of the
     Security Interest created by the Security Trust Deed upon any property
     subject to such Security Interest.

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 Trust Indenture Act, 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.

37.  CONSENT OF CLASS A NOTEHOLDERS
--------------------------------------------------------------------------------

37.1 GENERAL

     Except as expressly provided in elsewhere in this deed or in clause 37.2
     below, any action that may be taken by the Class A Noteholders under this
     deed may be taken by registered holders of not less than a majority of the
     aggregate Invested Amount of Class A Notes.

37.2 SPECIAL WRITTEN APPROVALS

     (a)  The following matters are only capable of being effected by the
          approval in writing of holders of at least 75% of the aggregate
          Invested Amount of the Class A Notes, namely:

          (i)   modification of the date fixed for final maturity of the Class A
                Notes;

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

          (iii) alteration of the amount of interest payable on any class of the
                Class A Notes or modification of the method of calculating the
                amount of interest payable on the Class A Notes or modification
                of the date of payment of or interest payable on the Class A
                Notes;

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

          (v)   altering the required percentage of aggregate Invested Amount
                required to consent or take any action of the Class A Notes;

          (vi)  alteration of this sub-paragraph.


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                                                                         Page 52
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NOTE TRUST DEED                                           Allens Arthur Robinson
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     (b)  The Class A Noteholders shall, in addition to the powers given under
          this deed, have the following powers if approval is given by holders
          of at least 75% of the aggregate Invested Amount of the Class A Notes,
          as appropriate,

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

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

          (iii)  power to assent to any modification of the provisions contained
                 in these presents, the Class A 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 these presents or the Class A Notes (including
                 the Conditions) is required to be given by, in writing by
                 holders of at least 75% of the aggregate Invested Amount of the
                 Class A Notes;

          (v)    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;

          (vi)   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 Class A Notes;

          (vii)  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 the approval in
                 writing by holders of at least 75% of the aggregate Invested
                 Amount of the Class A Notes;

          (viii) power to sanction any scheme or proposal for the exchange or
                 sale of the Class A Notes, as the case may be, for, or the
                 conversion of the Class A Notes, into, or the cancellation of
                 the Class A 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.

37.3 REQUIREMENT FOR WRITING

     Except as expressly provided elsewhere in this deed, all notices and
     consents from Class A Noteholders and Class A Note Owners shall be
     delivered in writing. Any solicitation of such notices or consent shall be
     in writing and be delivered by the Trustee, Manager or Note Trustee, as
     applicable, seeking such notice or consent form the Class A Noteholders or
     Class A Note Owners to the Principal Paying Agent, who shall deliver the
     foregoing to the appropriate Class A Noteholders or Class A Note Owners.
     With respect to any solicitation of approval of Class A Noteholders, the
     record date for determining Class A Noteholders with respect to such
     solicitation shall be the date


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NOTE TRUST DEED                                           Allens Arthur Robinson
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     upon which the Principal Paying Agent distributes such notices or
     solicitation to the Class A Noteholders.

EXECUTED as a deed in New York.

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


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                                                                         Page 54
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

TRUSTEE

SIGNED SEALED AND DELIVERED for PERPETUAL
TRUSTEES CONSOLIDATED LIMITED by its attorney
in the presence of:






-------------------------------------   ----------------------------------------
Witness Signature                       Attorney Signature




-------------------------------------   ----------------------------------------
Print Name                              Print Name





MANAGER


SIGNED SEALED AND DELIVERED for CRUSADE
MANAGEMENT LIMITED by its attorney in the
presence of:






-------------------------------------   ----------------------------------------
Witness Signature                       Attorney Signature




-------------------------------------   ----------------------------------------
Print Name                              Print Name


--------------------------------------------------------------------------------
                                                                         Page 55
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NOTE TRUST DEED                                           Allens Arthur Robinson
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NOTE TRUSTEE

SIGNED SEALED AND DELIVERED for WILMINGTON
TRUST COMPANY by its attorney in the presence
of:






-------------------------------------   ----------------------------------------
Witness Signature                       Attorney Signature




-------------------------------------   ----------------------------------------
Print Name                              Print Name





PRINCIPAL PAYING AGENT

SIGNED SEALED AND DELIVERED for DEUTSCHE
BANK TRUST COMPANY AMERICAS by its attorney
in the presence of:






-------------------------------------   ----------------------------------------
Witness Signature                       Attorney Signature




-------------------------------------   ----------------------------------------
Print Name                              Print Name


--------------------------------------------------------------------------------
                                                                         Page 56
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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

CALCULATION AGENT

SIGNED SEALED AND DELIVERED for DEUTSCHE
BANK TRUST COMPANY AMERICAS by its attorney
in the presence of:






-------------------------------------   ----------------------------------------
Witness Signature                       Attorney Signature




-------------------------------------   ----------------------------------------
Print Name                              Print Name






SECURITY TRUSTEE

SIGNED SEALED AND DELIVERED for P.T. LIMITED
by its attorney in the presence of:






-------------------------------------   ----------------------------------------
Witness Signature                       Attorney Signature




-------------------------------------   ----------------------------------------
Print Name                              Print Name


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                                                                         Page 57
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NOTE TRUST DEED                                           Allens Arthur Robinson
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SCHEDULE 1

FORM BOOK-ENTRY NOTE
--------------------------------------------------------------------------------

REGISTERED                                  CUSIP No
No. R-                                      ISIN No.
                                            Common Code


Unless this 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 Note issued is registered
in the name of Cede & Co. or in such other name as is requested by an authorised
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorised representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                     PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                              (ABN 81 004 029 841)

             (a limited liability company incorporated in Australia)

      in its capacity as trustee of the Crusade Global Trust No. 1 of 2003

                                 BOOK-ENTRY NOTE

                                  representing

                                US$1,050,000,000

             Class A Mortgage Backed Floating Rate Notes Due on the
                  Final Maturity Date falling in January 2034.

This Note is a Class A Book-Entry Note without principal or interest in respect
of a duly authorised issue of Notes of Perpetual Trustees Consolidated Limited
in its capacity as trustee of the Crusade Global Trust No. 1 of 2003 (the
"TRUST") (the "ISSUER"), designated as specified in the title above (the
"NOTES"), in an initial aggregate principal amount of

                             **(US$1,050,000,000)**

and (a) constituted by a Master Trust Deed (the "MASTER TRUST DEED") dated 14
March 1998 between the Issuer, St.George Bank Limited and Crusade Management
Limited (the "MANAGER"), by a Supplementary Terms Notice (the "SUPPLEMENTARY
TERMS NOTICE") dated [*] 2003 between (among others) the Issuer, the Security
Trustee (as defined herein), St.George Custodial Pty Limited, Wilmington Trust
Company (the note trustee for the time being referred to as the "NOTE TRUSTEE")
as trustee for the holders for the time being of the Class A Notes (the "Class A
Noteholders") and the Manager, and by the Conditions; (b) issued subject to a
Note Trust Deed dated [*] 2003 (the "NOTE TRUST DEED") between (among others)
the Issuer, the Manager and the Note Trustee; and (c) secured by a Security
Trust Deed (the "SECURITY TRUST DEED") dated [*] 2003


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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

between the Issuer, the Manager, the Note Trustee and P.T. Limited (ABN 67 004
454 666) (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 A Notes set out in Schedule 3 to the
Note Trust Deed but with the deletion of those provisions which are applicable
only to Class A 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 of the Note
Trust Deed this Class A Book-Entry Note will be exchangeable in whole at the
offices of the agent of the Principal Paying Agent at DTC Transfer Agent
Services, 55 Water Street, Jeanette Park Entrance, New York, New York 10041 (or
such other place outside Australia and any of its respective territories and
possessions and other areas subject to jurisdictions as the Note Trustee may
agree) for Class A Definitive Notes and the Issuer shall execute and procure
that the Principal Paying Agent authenticates and delivers in full exchange for
this Class A Book-Entry Note, Class A Definitive Notes in aggregate principal
amount equal to the Amount of all Class A Notes represented by this Class A
Book-Entry 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 of the Note Trust
Deed.

The Issuer, in its capacity as trustee of the Trust, subject to this US$
Book-Entry Note and subject to and in accordance with the Conditions and the
Note Trust Deed promises to pay to Cede & Co. or registered assigns of this
Class A Book-Entry Note the principal sum of [US$WORDS**] (US$NUMBER)** or such
lesser amount as may from time to time be represented by this Class A Book-Entry
Note (or such part of that amount as may become repayable under the Conditions,
the Supplementary Terms Notice and the Note Trust Deed) on such date(s) that
principal sum (or any part of it) becomes repayable in accordance with the
Conditions, the Supplementary Terms Notice and the Note Trust Deed and to pay
interest in arrears on each Quarterly Payment Date (as defined in Condition 4)
on the Invested Amount (as defined in Condition 5(a)) of this Class A Book-Entry
Note at rates determined in accordance with Condition 4 and all subject to and
in accordance with the certification requirements described in this Class A
Book-Entry Note, the Conditions, the Supplementary Terms Notice and the Note
Trust Deed, which shall be binding on the registered holder of this Class A
Book-Entry Note (as if references in the Conditions to the Notes and the
Noteholders were references to this Class A Book-Entry Note and the registered
holder of this Class A Book-Entry Note respectively and as if the same had been
set out in this Class A Book-Entry Note in full with all necessary changes,
except as otherwise provided in this Class A Book-Entry Note).

Payments of interest on this Class A Note due and payable on each Quarterly
Payment Date, together with the instalment of principal, if any, shall be
payable to the nominee of the Common Depository (initially, such nominee to be
Cede & Co.). No payment of interest or principal may be made by the Issuer or
any Paying Agent in the Commonwealth of Australia or its possessions or into a
bank account or to an address in the Commonwealth of Australia. Each of the
persons appearing from time to time in the records of DTC, as the holder of a
beneficial interest in a Class A Note will be entitled to receive any payment so
made in respect of that Class A Note in accordance with the respective rules and
procedures of DTC. Such persons will have no claim directly against the Issuer
in respect of payments due on the Class A Notes which must be made by the holder
of this Class A Book-Entry Note, for so long as this Class A Book-Entry Note is
outstanding.

On any payment of principal and/or interest on the Class A Notes as set out
above details of that payment shall be endorsed by or on behalf of the Issuer in
the Note Register and, in the case of payments of principal, the Invested Amount
of the Class A Notes shall be reduced for all purposes by the amount so paid and


--------------------------------------------------------------------------------
                                                                         Page 59
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--------------------------------------------------------------------------------

endorsed in the Note Register. Any such record shall be prima facie evidence
that the payment in question has been made.

If the Issuer is obliged to issue Definitive Notes under Clause 3.3 of the Note
Trust Deed, the Book-Entry Notes will be surrendered to the Trustee by the
Clearing Agency and the Clearing Agency will deliver the relevant registration
instructions to the Trustee. Definitive Notes shall be executed by the Trustee
and authenticated by the Principal Paying Agent and delivered as per the
instructions of the Clearing Agency.

The US$ Definitive Notes to be issued on that exchange will be in registered
form each in the denomination of US$100,000 or integral multiples thereof. If
the Issuer fails to meet its obligations to issue US$ Definitive Notes, this
shall be without prejudice to the Issuer's obligations with respect to the Notes
under the Note Trust Deed, the Master Trust Deed, the Supplementary Terms Notice
and this US$ Book-Entry Note.

On an exchange of this Class A Book-Entry Note, this Class A Book-Entry Note
shall be surrendered to the Principal Paying Agent.

This Class A Book-Entry Note shall not become valid for any purpose unless and
until the Certificate of Authentication attached has been signed by an
Authorised Signatory of the Principal Paying Agent (as defined in the
Supplementary Terms Notice).

This Class A Book-Entry 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 Class A Book-Entry Note to be signed
manually/in facsimile by a person duly authorised on its behalf

Perpetual Trustees Consolidated Limited in its capacity as trustee of the
Crusade Global Trust No. 1 of 2003

By:
    -----------------------------------
         Authorised Signatory

IMPORTANT NOTICE:

(a)  The Class A Notes do not represent deposits or other liabilities of
     St.George Bank Limited, ABN 92 055 513 070 ("ST.GEORGE") or associates of
     St.George.

(b)  The holding of Class A Notes is subject to investment risk, including
     possible delays in repayment and loss of income and principal invested.

(c)  Neither St.George, any associate of St.George, Perpetual Trustees
     Consolidated Limited, the Security Trustee, the Note Trustee nor any Note
     Manager in any way stands behind the capital value and/or performance of
     the Class A Notes or the assets of the Trust except to the limited extent
     provided in the Transaction Documents for the Trust.

(d)  None of St.George, Perpetual Trustees Consolidated Limited, the Custodian
     (as defined in the Supplementary Terms Notice), the Servicer (as defined in
     the Supplementary Terms Notice), the Manager, the Security Trustee, the
     Note Trustee, the Currency Swap Provider (as defined in the Supplementary
     Terms Notice) or any of the Note Managers (as defined in the Supplementary
     Terms Notice) guarantees the payment of interest or the repayment of
     principal due on the Class A Notes.

(e)  None of the obligations of the Issuer or the Manager are guaranteed in any
     way by St.George or any associate of St.George or associate of Perpetual
     Trustees Consolidated Limited.


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NOTE TRUST DEED                                           Allens Arthur Robinson
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(f)  Without limiting the Conditions, the Issuer's liability to make payments in
     respect of the Class A Notes is limited to its right of indemnity from the
     assets of the Trust from time to time available to make such payments under
     the Master Trust Deed and Supplementary Terms Notice. All claims against
     the Issuer in relation to the Class A 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
     Default (as defined in the Master Trust Deed) on the part of the Issuer.

(g)  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.

                          CERTIFICATE OF AUTHENTICATION

This Class A Book-Entry Note is to be authenticated by Deutsche Bank Trust
Company Americas and until so authenticated shall not be valid for any purpose.


Deutsche Bank Trust Company Americas as Principal Paying Agent


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                                                                         Page 61
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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

ASSIGNMENT
--------------------------------------------------------------------------------

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





--------------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto






--------------------------------------------------------------------------------
                         (name and address of assignee)

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



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

attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.



Dated:
       -------------------------------  ---------------------------------------
                                                Signature Guaranteed:



Dated:
       -------------------------------  ---------------------------------------
                                        Signatures must be guaranteed by an
                                        "eligible guarantor institution" meeting
                                        the requirements of the Note Registrar,
                                        which requirements include membership or
                                        participation in 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
                                        Securities Exchange Act of 1934, as
                                        amended.




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


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                                                                         Page 62
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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

SCHEDULE 2


INFORMATION TO BE CONTAINED IN NOTEHOLDER'S REPORT
--------------------------------------------------------------------------------

The following information is to be included in each Noteholder's Report

     (a)  the Invested Amount and the Stated Amount of each Class of Notes;

     (b)  the Interest Payments and principal distributions on each Class of
          Notes;

     (c)  the Available Income;

     (d)  the Total Available Funds;

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

     (f)  the Redraw Shortfall;

     (g)  the Payment Shortfall (if any);

     (h)  the Principal Draw (if any) for that Collection Period, together with
          all Principal Draws made before the start of that Collection Period
          and not repaid;

     (i)  the Principal Collections;

     (j)  the Principal Charge Off (if any);

     (k)  the Class A Bond Factor in respect of the Class A Notes, the Class B
          Bond Factor and the Class C Bond Factor;

     (l)  the Class A Charge Offs, the Class B Charge Offs, the Class C Charge
          Offs and the Redraw Charge Offs (if any);

     (m)  all Carryover Charge Offs (if any);

     (n)  if required, the Threshold Rate at that Collection Determination Date;

     (o)  the relevant Interest Rate, as at the first day of the related
          Interest Period ending immediately after that Collection Determination
          Date as calculated by the Agent Bank;

     (p)  scheduled and unscheduled payments of principal on the Housing Loans;

     (q)  aggregate Balances Outstanding of Fixed Rate Housing Loans and
          aggregate Balances Outstanding of Variable Rate Housing Loans; and

     (r)  delinquency and loss statistics with respect to the Housing Loans.


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                                                                         Page 63
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NOTE TRUST DEED                                           Allens Arthur Robinson
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SCHEDULE 3


TERMS AND CONDITIONS OF THE CLASS A NOTES
--------------------------------------------------------------------------------

The following, subject to amendments, are the terms and conditions of the Class
A Notes, substantially as they will appear on the reverse of the Class A Notes
in definitive form. Class A Notes in definitive form will only be issued in
certain circumstances. While the Class A Notes remain in book-entry form, the
same terms and conditions govern them, except to the extent that they are
appropriate only to the Class A Notes in definitive form. For a summary of the
provisions relating to the Class A Notes in book-entry 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 Class A Notes.

The issue of US$1,050,000,000 Mortgage Backed Pass Through Floating Rate Class A
Notes due 17 January 2034 (the CLASS A NOTES) and A$[26,000,000] Mortgage Backed
Pass Through Floating Rate Notes due 17 April 2003 (the CLASS B NOTES) and
A$[9,000,000] Mortgaged Backed Pass Through Floating Rate Notes due 17 January
2034 (the CLASS C NOTES) (the Class B Notes and the Class C Notes, together, are
the A$ NOTES and, $A Notes and the Class A Notes, together, are the NOTES) by
Perpetual Trustees Consolidated Limited, in its capacity as trustee of the
Crusade Global Trust No. 1 of 2003 (the TRUST) (in such capacity, the ISSUER),
was authorised by a resolution of the Board of Directors of the Issuer passed on
[*]. These Notes are (a) issued subject to a Master Trust Deed (the MASTER TRUST
DEED) dated 14 March 1998 between the Issuer, Crusade Management Limited (in
such capacity, the MANAGER and, in the capacity of residual income beneficiary
under the Trust, the RESIDUAL INCOME BENEFICIARY) and St.George Bank Limited
(ST.GEORGE), a Supplementary Terms Notice (the SUPPLEMENTARY TERMS NOTICE) dated
on or about [*] between (among others) the Issuer and Wilmington Trust Company
(the note trustee for the time being referred to as the NOTE TRUSTEE) as trustee
for the holders for the time being of the Class A Notes (the CLASS A
NOTEHOLDERS) (the holders for the time being of the A$ Notes being (the A$
NOTEHOLDERS and, together with the Class A Noteholders, the NOTEHOLDERS)) and
the Manager, and these terms and conditions (the CONDITIONS); (b) constituted by
a Note Trust Deed dated on or about [*] (the NOTE TRUST DEED) between the
Issuer, the Manager and the Note Trustee; and (c) secured by a Security Trust
Deed (the SECURITY TRUST DEED dated on or about [*] between the Issuer, the
Manager, the Note Trustee and P.T. Limited (ABN 67 004 454 666 (the security
trustee for the time being referred to as the SECURITY TRUSTEE).

The statements set out below include summaries of, and are subject to the
detailed provisions of, the Master Trust Deed, the Supplementary Terms Notice,
the Security Trust Deed and the Note Trust Deed. Certain words and expressions
used herein have the meanings defined in those documents. In accordance with an
agency agreement (the AGENCY AGREEMENT) dated the Closing Date between the
Issuer, the Manager, the Note Trustee and Deutsche Bank Trust Company Americas
acting through its office designated from time to time under the Agency
Agreement as Principal Paying Agent (the PRINCIPAL PAYING AGENT, which
expression includes its successors as Principal Paying Agent under the Agency
Agreement) and Deutsche Bank Trust Company Americas, as calculation agent (the
CALCULATION AGENT, which expression includes its successors as Calculation Agent
under the Agency Agreement), and under which further paying agents may be
appointed


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NOTE TRUST DEED                                           Allens Arthur Robinson
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(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 Class A
Notes will be made by the Paying Agents and the Calculation Agent will make the
determinations specified in the Agency Agreement. The Class A 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 Master Trust Deed,
the Supplementary Terms Notice, the Security Trust Deed, the Note Trust Deed,
the Agency Agreement, the Servicing Agreement dated 19 March 1998 and made
between the Issuer, the Manager and St.George as servicer (together with any
substitute or successor, the SERVICER), the Custodian Agreement (the CUSTODIAN
AGREEMENT) dated 19 March 1998 and made between the Issuer, the Manager and
St.George Custodial Pty Ltd as custodian (together with any substitute or
successor, the CUSTODIAN) and the Indemnity (the INDEMNITY) dated 19 March 1998
between St.George as indemnifier (in such capacity, the INDEMNIFIER), the
Manager, the Custodian and the Issuer (together with the agreements with respect
to the Basis Swap, the Fixed-Floating Rate Swap and the Currency Swap (as each
such term is defined below), those documents the RELEVANT DOCUMENTS and certain
other transaction documents defined as such in the Supplementary Terms Notice,
the TRANSACTION DOCUMENTS). Copies of the Transaction Documents are available
for inspection at the principal office of the Note Trustee, being at the date
hereof Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, and at the specified offices for the time being of the Paying
Agents.

In connection with the issue of the Class A Notes, the Issuer has entered into
an ISDA (defined below) master interest rate exchange agreement dated the
Closing Date with St.George (the BASIS SWAP PROVIDER) together with a
confirmation relating thereto dated the Closing Date (the BASIS SWAP). The
Issuer has also entered into an ISDA master interest rate exchange agreement
dated the Closing Date with St.George (the FIXED-FLOATING RATE SWAP PROVIDER)
together with one confirmation relating thereto dated the Closing Date (the
FIXED-FLOATING RATE SWAP). The Issuer has also entered into an ISDA master
currency exchange agreement dated the Closing Date with AIG Financial Products
Corp. (the CURRENCY SWAP PROVIDER) (The Currency Swap Provider together with the
Basis Swap Provider and the Fixed-Floating Rate Swap Provider, the SWAP
PROVIDERS) together with a confirmation relating thereto dated the Closing Date
in respect of a swap transaction relating to each of the Class A Notes (each a
CURRENCY SWAP and together the CURRENCY SWAPS).

Book-entry Notes will also bear the following legend: "This book-entry note is a
global note for the purposes of section 128F(10) of the Income Tax Assessment
Act 1936 of the Commonwealth of Australia".

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

     The Class A Notes will be issued in registered form without interest
     coupons in minimum denominations of US$100,000 and integral multiples
     thereof.

     Each Class of Notes will be represented by one or more typewritten fully
     registered book-entry notes (each, a BOOK-ENTRY NOTE and collectively, the
     BOOK-ENTRY NOTES) registered in the name of Cede & Co. as nominee of The
     Depository Trust Company (DTC). Beneficial interests in the Book-Entry
     Notes will be shown on, and transfers thereof will be effected only
     through, records maintained by DTC and its participants. Morgan Guaranty
     Trust Company of New York, Brussels office, as operator of the Euroclear
     System (EUROCLEAR) and Clearstream Banking, societe anonyme (CLEARSTREAM,
     LUXEMBOURG), may hold interests in the Book-Entry Notes on behalf of
     persons who have accounts with Euroclear and Clearstream, Luxembourg
     through accounts maintained in the


--------------------------------------------------------------------------------
                                                                         Page 65
<PAGE>
NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

     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 Book-Entry 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 will be issued to each Noteholder in respect of its
     registered holding or holdings of Class A Notes against delivery by such
     Noteholders of a written order containing instructions and such other
     information as the Issuer and Deutsche Bank Trust Company Americas, acting
     as note registrar (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.   STATUS, SECURITY AND RELATIONSHIP BETWEEN THE CLASS A NOTES AND THE A$
     NOTES
--------------------------------------------------------------------------------

     The Class A Notes are secured by a first ranking 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
     will rank pari passu and rateably without any preference or priority among
     themselves.

     The Class A Notes are issued subject to the Master Trust Deed and the
     Supplementary Terms Notice and are secured by the same security as secures
     the A$ Notes and they will rank in priority to the Class B Notes and Class
     C Notes in the event of the security being enforced and in respect of
     principal and interest (as set out in Conditions 4 and 5).

     The proceeds of the issue of the Class A Notes and the A$ Notes are to be
     used by the Issuer to purchase an equitable interest in certain housing
     loans (the LOANS) and certain related mortgages (the MORTGAGES) from
     St.George as an approved seller (the APPROVED SELLER).

     In the event that the security for the Class A Notes is enforced and the
     proceeds of such enforcement are insufficient, after payment of all other
     claims ranking in priority to or pari passu with the Class A Notes under
     the Security Trust Deed, to pay in full all principal and interest and
     other amounts whatsoever due in respect of the Class A Notes, then the
     Class A Noteholders shall have no further claim against the Issuer in
     respect of any such unpaid amounts.

     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 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 (see further Condition 15). None of the
     Servicer, the Manager, St.George, the Note Trustee, the Security Trustee,
     the Swap Providers or the Note Managers (as defined in the Supplementary
     Terms 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 Class A Noteholders as regards all the powers,
     trusts, authorities, duties and discretions of the Note Trustee (except
     where expressly provided otherwise).


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                                                                         Page 66
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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

     The Security Trust Deed contains provisions requiring the Security Trustee,
     subject to the other provisions of the Security Trust Deed, to give
     priority to the interests of the Class A Noteholders, if there is a
     conflict between the interest of such Noteholders and any other Voting
     Mortgagee (as defined below).

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

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

     These covenants include the following.

     (a)  The Issuer shall 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 shall:

          (i)    act honestly and in good faith and comply with all relevant
                 material laws 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 Class A Noteholders, the A$ Noteholders, the
                 Beneficiaries and the other Creditors of the Trust in
                 accordance with its obligations under the relevant Transaction
                 Documents;

          (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 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 from its own assets
                 and account for assets and liabilities of the Trust separately
                 from those of other trusts constituted under the Master Trust
                 Deed and from its own assets and liabilities;

          (vi)   do everything and take all such actions which are necessary
                 (including obtaining all appropriate Authorisations which
                 relate to it as trustee of the Trust and taking all actions
                 necessary to assist the Manager to obtain all other 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;

          (vii)  not, as Issuer, engage in any business or activity in respect
                 of the Trust except as contemplated or required by the
                 Transaction Documents;


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                                                                         Page 67
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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

          (viii) except as contemplated or required by the Transaction
                 Documents, maintain an independent and arm's length
                 relationship with its related bodies corporate in relation to
                 dealings affecting the Trust;

          (ix)   except as contemplated or required by the Transaction
                 Documents, not, in respect of the Trust, guarantee or become
                 obligated for the debts of any other entity or hold out its
                 credit as being available to settle the obligations of others;

          (x)    comply with the rules and regulations of any stock exchange on
                 which any Note is listed from time to time (the STOCK
                 EXCHANGE); and

          (xi)   within 45 days of notice from the Manager to do so, remove any
                 of its agents or delegates that breaches any obligation imposed
                 on the Issuer under the Master Trust Deed or any other
                 Transaction Document where the Manager believes it will have a
                 Material Adverse Effect.

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

     (d)  The Issuer shall duly observe and perform the covenants and
          obligations of the Master Trust Deed and will be personally liable to
          the Servicers, the Noteholders, the Beneficiaries, the Note Manager or
          any other Creditors only if it is guilty of negligence, fraud or
          Default (as defined in Condition 15). The Issuer is not responsible
          for the acts or omissions of its agents or delegates (including
          persons referred to in clause 17.6 of the Master Trust Deed) selected
          by the Issuer in good faith using reasonable care except where the
          Trustee expressly instructs the agent or delegate to do or omit to do
          the relevant act, if the Trustee is aware of the default and does not
          take the action available to it under the Transaction Documents to
          address the act or omission or where the Transaction Documents
          expressly provide that the Trustee is so liable.

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

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

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

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

     (a)  PAYMENT DATES

          Each Class A Note bears interest on its Invested Amount (as defined
          below) from and including 13 March 2003 or such later date as may be
          agreed between the Issuer and the Managers for the issue of the Class
          A Notes (the CLOSING DATE). Interest in respect of the Class A Notes
          will be payable quarterly in arrear on the 17th day of July in respect
          of the


--------------------------------------------------------------------------------
                                                                         Page 68
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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

          period from (and including the Closing Date and ending on (but
          excluding) 17 July 2003 (the FIRST QUARTERLY PAYMENT DATE) and
          thereafter on each 17 July, 17 October, 17 January and 17 April (each
          such date a QUARTERLY PAYMENT DATE). If any Payment Date would
          otherwise fall on a day which is not a Business Day (as defined
          below), it shall be postponed to the next day which is a Business Day,
          unless it would thereby fall into the next calendar month, in which
          case the due date shall be brought forward to the immediately the
          preceding Business Day. The final Quarterly Payment Date will be the
          earlier of the Final Maturity Date and the Payment Date on which the
          Notes are redeemed in full.

          BUSINESS DAY in this Condition 4 and in Conditions 5 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 and Sydney.

          The period beginning on (and including) the Closing Date and ending on
          (but excluding) the First Quarterly Payment Date, and each successive
          period beginning on (and including) a Quarterly Payment Date and
          ending on (but excluding) the next Quarterly Payment Date is called an
          INTEREST PERIOD. Interest payable on a Class A Note in respect of any
          Interest Period or any other period will be calculated on the basis of
          the actual number of days in that Interest Period and a 360 day year.

          Interest shall cease to accrue on any Class A Note for the period from
          (and including):

          (i)  the date on which the Stated Amount (as defined in Condition
               5(a)) of that Class A Note is reduced to zero (provided that
               interest shall thereafter begin to accrue from (and including)
               any date on which the Stated Amount of the Class A Note becomes
               greater than zero); or

          (ii) if the Stated Amount of the Class A Note on the due date for
               redemption is not zero, the due date for redemption of the Class
               A Note, unless, after the due date for redemption payment of
               principal due is improperly withheld or refused, following which
               interest shall continue to accrue on the Invested Amount of the
               Class A Note at the rate from time to time applicable to the
               Class A Notes until the later of:

               (A)  the date on which the moneys in respect of that Class A Note
                    have been received by the Note Trustee or the Principal
                    Paying Agent and notice to that effect is given in
                    accordance with Condition 12; and

               (B)  the Stated Amount of that Class A Note has been reduced to
                    zero, providing that interest shall thereafter begin to
                    accrue from (and including) any date on which the Stated
                    Amount of that Class A Note becomes greater than zero.

     (B)  INTEREST RATE

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

          On the second Business Day before the beginning of each Interest
          Period (each an INTEREST DETERMINATION DATE), the Calculation Agent
          will determine LIBOR as described in the definition of LIBOR set out
          in clause 2.1 of the Supplementary Terms Notice.


--------------------------------------------------------------------------------
                                                                         Page 69
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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

          The Interest Rate applicable to each Class of Class A Notes for such
          Interest Period shall be determined by the Calculation Agent in the
          manner set out in the definition of Interest Rate set out in clause
          2.1 of the Supplementary Terms Notice.

          The applicable Margin on each Class of Class A Notes is as set out in
          clause 4.2(d) of the Supplementary Terms Notice.

          There is no maximum or minimum Interest Rate.

     (C)  DETERMINATION OF INTEREST RATE AND CALCULATION OF INTEREST

          The Calculation Agent will, as soon as practicable after 11.00 am (New
          York time) on each Interest Determination Date, determine the Interest
          Rate applicable to, and calculate the amount of interest payable (the
          INTEREST) for the immediately succeeding Interest Period. The Interest
          is calculated in accordance with clause 4.8 of the Supplementary Terms
          Notice. The determination of the Interest Rate and the Interest by the
          Calculation Agent shall (in the absence of manifest error) be 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 Class A Note for each Interest Period and the
          relevant Quarterly Payment Date to be notified to the Issuer, the
          Manager, the Note Trustee and the Paying Agents.

          The Interest, Interest Rate and the relevant Quarterly Payment Date
          may subsequently be amended (or appropriate alternative arrangements
          made by way of adjustment) without notice in the event of a shortening
          of the Interest Period.

     (E)  DETERMINATION OR CALCULATION BY THE MANAGER

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

     (F)  CALCULATION AGENT

          The Issuer will procure that, so long as any of the Class A Notes
          remains outstanding, there will, at all times, be a Calculation Agent.
          The Issuer, or the Manager with the consent of the Issuer (such
          consent not to be unreasonably withheld) reserves the right at any
          time to terminate the appointment of the Calculation Agent. Notice of
          that termination will be given to the Class A Noteholders. 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 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 shall
          take effect until a successor approved by the Note Trustee has been
          appointed.

     (G)  INCOME DISTRIBUTION


--------------------------------------------------------------------------------
                                                                         Page 70
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NOTE TRUST DEED                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

          On each Quarterly Payment Date, and based on the calculations,
          instructions and directions provided to it by the Manager, the Issuer
          must pay or cause to be paid out of Total Available Funds, in relation
          to the Quarterly Collection Period (defined below) ending immediately
          before that Quarterly Payment Date, the amounts specified in clause
          5.1(c) of the Supplementary Terms Notice in the order of priority
          specified in that clause.

          The Issuer shall only make a payment under any of the sub-paragraphs
          of clause 5.1(c) of the Supplementary Terms Notice if it is directed
          in writing by the Manager to do so and only to the extent that any
          Total Available Funds remain from which to make the payment after
          amounts with priority to that payment have been distributed.

          The Issuer is also required to make certain payments out of Total
          Available Funds on each Monthly Payment Date (as defined below) as
          more fully described in the Supplementary Terms Notice.

          Capitalised terms in this paragraph (h) have the same meaning given in
          the Supplementary Terms Notice unless otherwise defined in this
          document.

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

     Capitalised terms in this Condition 5 have the same meaning given in the
     Supplementary Terms Notice unless otherwise defined in this document.

     (A)  MANDATORY REDEMPTION IN PART FROM PRINCIPAL COLLECTIONS AND
          APPORTIONMENT OF PRINCIPAL COLLECTIONS BETWEEN THE CLASS A NOTES AND
          THE A$ NOTES

          The Class A Notes shall be subject to mandatory redemption in part on
          any Quarterly Payment Date if on that date there are any Principal
          Collections available to be distributed in relation to such Class A
          Notes. The principal amount so redeemable in respect of each Class A
          Note prior to enforcement of the Security Trust Deed (each a PRINCIPAL
          PAYMENT) on any Quarterly Payment Date shall be the amount available
          for payment as set out in Condition 5(b) on the day which is two
          Business Days prior to the Quarterly Payment Date (the QUARTERLY
          DETERMINATION DATE) divided by the aggregate Invested Amount of all
          Class A Notes, multiplied by the Invested Amount of that Note,
          provided always that no Principal Payment on a Class A Note on any
          date may exceed the amount equal to the Invested Amount of that Class
          A Note at that date less amounts charged off as at that date and not
          to be reinstated on the next Quarterly Payment Date, or to be charged
          off on the Quarterly Payment Date, as described in Condition 5(c)
          (that reduced amount being the STATED AMOUNT of that Class A Note).

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

          Following notification of the amount to be redeemed for each Quarterly
          Payment Date, the Manager will determine the Bond Factors for each
          Class of the Class A Notes as of such Quarterly Payment Date and will
          notify the Issuer, the Calculation Agent, the Principal Paying Agent
          and the Note Trustee of this amount and shall cause the Bond Factor to
          be published pursuant to Condition 12.

     (B)  PRINCIPAL DISTRIBUTIONS ON NOTES


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          On each Quarterly Payment Date, and based on the calculations,
          instructions and directions provided to it by the Manager, the Issuer
          must distribute or cause to be distributed out of Principal
          Collections, in relation to the Quarterly Collection Period ending
          immediately before that Quarterly Payment Date, the following amounts
          in the following order of priority:

          (i)  first, in the manner and order of priority set out in clause
               5.4(c) of the Supplementary Terms Notice;

          (ii) then:

               (A)  prior to the Stepdown Date, or at any time if a Trigger
                    Event is subsisting, in the manner and order of priority set
                    out in clause 5.5 of the Supplementary Terms Notice; and

               (B)  on and after the Stepdown Date, provided that no Trigger
                    Event is subsisting, in the manner and order of priority set
                    out in clause 5.6 of the Supplementary Terms Notice.

          The Issuer shall only make a payment under any of sub-paragraphs of
          clause 5.4(c), 5.5 and 5.6 (as applicable) if it is directed in
          writing to do so by the Manager and only to the extent that any
          Principal Collections remain from which to make the payment after
          amounts with priority to that payment have been distributed.

          The Issuer is also required to make certain payments out of Principal
          Collections (including allocating Principal Draws to Total Available
          Funds) on each Monthly Payment Date in accordance with the
          Supplementary Terms Notice.

     (C)  GENERAL

          No amount of principal will be paid to a Noteholder in excess of the
          Invested Amount applicable to the Notes held by that Noteholder.

     (D)  EXCESS AVAILABLE INCOME - REIMBURSEMENT OF CHARGE OFFS AND PRINCIPAL
          DRAW

          (i)  General

               On each Quarterly Determination Date, the Manager must determine,
               for a Quarterly Collection Period, the amount (if any) by which
               the Total Available Funds for the Quarterly Collection Period
               exceeds the Total Payments for the Quarterly Collection Period
               (EXCESS AVAILABLE INCOME).

          (ii) Distribution of Excess Available Income

               (A)  Subject to clause 5.2(b) of the Supplementary Terms Notice,
                    on each Quarterly Determination Date, the Manager must apply
                    any Excess Available Income for the Quarterly Collection
                    Period relating to that Quarterly Determination Date in the
                    order of priority specified in clause 5.2(a) of the
                    Supplementary Terms Notice.

     (E)  EXCESS DISTRIBUTION

          The Issuer must at the written direction of the Manager pay any Excess
          Distribution for a Quarterly Collection Period to the Residual Income
          Beneficiary on the relevant Quarterly


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          Payment Date. Once paid to the Residual Income Beneficiary, the Issuer
          may not recover any Excess Distributions from the Residual Income
          Beneficiary other than in the circumstances specified in clause 5.3 of
          the Supplementary Terms Notice.

     (F)  US$ ACCOUNT

          The Issuer shall direct the Currency Swap Provider to pay all amounts
          denominated in US$ payable to the Issuer by the Currency Swap Provider
          under the Currency Swap into the US$ Account or to the Principal
          Paying Agent under the Agency Agreement on behalf of the Issuer.

          The Issuer shall, on the direction of the Manager, or shall require
          that the Paying Agent on its behalf, pay all amounts credited to the
          US$ Account by the Currency Swap Provider as specified in clause 5.15
          of the Supplementary Terms Notice, and in accordance with the Note
          Trust Deed and the Agency Agreement.

     (G)  CHARGE OFFS

          If the Principal Charge Offs for any Quarterly Collection Period
          exceed the Excess Available Income calculated on the Quarterly
          Determination Date for that Quarterly Collection Period, the Manager
          must, on and with effect from the Quarterly Payment Date immediately
          following the end of the Quarterly Collection Period comply with
          clause 5.13 of the Supplementary Terms Notice.

     (H)  CALCULATION OF PRINCIPAL PAYMENTS AND STATED AMOUNT

          On (or as soon as practicable after) each Determination Date, the
          Manager shall calculate the amount of principal to be repaid in
          respect of each Class A Note, as the case may be, due on the Payment
          Date next following that Determination Date; (B) the Stated Amount and
          Invested Amount of each Note on the first day of the next following
          Interest Period (after deducting any principal due to be made on the
          next Payment Date); and (C) the Bond Factor for each Class on each
          Quarterly Determination Date in respect of the Collection Period
          ending before that Quarterly Determination Date.

          The Manager will notify the Issuer, the Note Trustee, the Principal
          Paying Agent and the Calculation Agent by not later than (or as soon
          as practicable after) the Quarterly Determination Date immediately
          preceding the relevant Quarterly Payment Date of each such
          determination and will immediately cause details of each of those
          determinations to be published in accordance with Condition 12 by one
          Business Day before the relevant Payment Date. If no Principal Payment
          is due to be made on the Class A Notes on any Payment Date a notice to
          this effect will be given to the Class A Noteholders in accordance
          with Condition 12.

          If the Manager does not at any time for any reason determine a
          Principal Payment, the Invested Amount or the Stated Amount applicable
          to Class A Notes in accordance with this paragraph, the Principal
          Payment, Invested Amount and the Stated Amount shall be determined by
          the Calculation Agent in accordance with this paragraph and paragraph
          (i) above (but based on the information in its possession) and each
          such determination or calculation shall be deemed to have been made by
          the Manager.

     (I)  CALL


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          The Issuer must, when so directed by the Manager (at the Manager's
          option), purchase or redeem all, but not some only, of the Class A
          Notes in accordance with, and in the circumstances specified in clause
          7.1 of the Supplementary Terms Notice.

          Section 7.1 of the Supplementary Terms Notice requires the Issuer to
          give not more than 60 nor less than 45 days' notice to the Class A
          Noteholders of a repurchase under that section 7.1.

     (J)  REDEMPTION FOR TAXATION OR OTHER REASONS

          If the Manager satisfies the Issuer and the Note Trustee immediately
          prior to giving the notice referred to below that either (i) on the
          next Quarterly Payment Date the Issuer would be required to deduct or
          withhold from any payment of principal or interest in respect of the
          Class A Notes or the 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
          the Commonwealth of Australia or any of its political sub-divisions or
          any of its authorities or (ii) the total amount payable in respect of
          interest in relation to any of the Loans for a Collection Period
          ceases to be receivable (whether or not actually received) by the
          Issuer during such Collection Period, the Issuer must, when so
          directed by the Manager, at the Manager's option (subject to the
          provisos specified in clause 7.1 of the Supplementary Terms Notice)
          redeem all, but not some only, of the Class A Notes in accordance with
          clause 7.1 of the Supplementary Terms Notice.

     (K)  REDEMPTION ON FINAL MATURITY

          If not otherwise redeemed, the Class A Notes will be redeemed at their
          Stated Amount on the Quarterly Payment Date falling in January 2034.

     (L)  CANCELLATION

          All Class A Notes redeemed in full pursuant to the above provisions
          will be cancelled forthwith, and may not be resold or reissued.

     (M)  CERTIFICATION

          For the purposes of any redemption made pursuant to this Condition 5,
          the Note Trustee may rely upon an Officer's Certificate under the Note
          Trust Deed from the Manager on behalf of the Issuer certifying or
          stating the opinion of each person signing such certificate as:

          (i)    to the fair value (within 90 days of such release) of the
                 property or securities proposed to be released from the
                 Security Trust Deed;

          (ii)   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
                 the Note Trust Deed; and

          (iii)  that the Issuer will be in a position to discharge all its
                 liabilities in respect of the relevant Class A Notes and any
                 amounts required under the Security Trust Deed to be paid in
                 priority to or pari passu with those Class A Notes,

          and such officer's certificate shall be conclusive and binding on the
          Trustee, the Note Trustee and the holders of those Class A Notes.


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6.   PAYMENTS
--------------------------------------------------------------------------------

     (A)  METHOD OF PAYMENT

          Any instalment of interest or principal, payable on any Class A Note
          which is punctually paid or duly provided for by the Trustee to the
          Paying Agent on the applicable Payment Date or Maturity Date shall be
          paid to the person in whose name such Class A Note is registered on
          the Record Date, by cheque mailed first-class, postage prepaid, to
          such person's address as it appears on the Note Register on such
          Record Date, except that, unless Definitive Notes have been issued
          pursuant to clause 3.3, with respect to Class A 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 and except for the
          final instalment of principal payable with respect to such Class A
          Note on a Payment Date or Maturity Date.

     (B)  INITIAL PRINCIPAL PAYING AGENT

          The initial Principal Paying Agent is Deutsche Bank Trust Company
          Americas at its office at 1761 East St. Andrew Place, Santa Ana,
          California 92705-4934 or such other office as designated from time to
          time under the Agency Agreement.

     (C)  PAYING AGENTS

          The Issuer (or the 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, California or
          such other jurisdiction as the Paying Agent, the Manager and the
          Trustee may agree from time to time. Notice of any such termination or
          appointment and of any change in the office through which any Paying
          Agent will act will be given in accordance with Condition 12.

     (D)  PAYMENT ON BUSINESS DAYS

          Payments in respect of any amount of principal or Interest in respect
          of any Class A Note shall be made on a Business Day.

     (E)  INTEREST

          If Interest is not paid in respect of a Class A Note on the date when
          due and payable (other than because the due date is not a Business
          Day), that unpaid Interest shall itself bear interest at the Interest
          Rate applicable from time to time to the Class A Notes 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.   TAXATION
--------------------------------------------------------------------------------

     All payments in respect of the Class A 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 Class A


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     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) shall make such
     payment after such withholding or deduction has been made and shall 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 Class A Noteholders in respect of that
     withholding or deduction.

8.   PRESCRIPTION
--------------------------------------------------------------------------------

     A Class A Note shall become void in its entirety unless surrendered for
     payment within ten years of the Relevant Date in respect of any payment on
     it the effect of which would be to reduce the Stated Amount (in the case of
     final maturity, if applicable) or the Invested Amount of that Class A Note
     to zero. After the date on which a Class A 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 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.   EVENTS OF DEFAULT
--------------------------------------------------------------------------------

     Clause 8.1 of the Security Trust Deed sets out which events constitute an
     Event of Default (whether or not it is within the control of the Issuer)
     for the purpose of these Conditions and the Security Trust Deed.

     In the event that the security constituted by the Security Trust Deed
     becomes enforceable following an event of default under the Notes any funds
     resulting from the realisation of such security shall be applied in
     accordance with the order of priority of payments as stated in the Security
     Trust Deed.

10.  ENFORCEMENT
--------------------------------------------------------------------------------

     At any time after an Event of Default occurs, the Security Trustee shall
     (subject to being appropriately indemnified), if so directed by (a) the
     Noteholder Mortgagees (as defined in the Security Trust Deed) alone, where
     the Noteholder Mortgagees are the only Voting Mortgagees, or otherwise (b)
     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) of the Voting Mortgagees (which includes the Note Trustee on
     behalf of Class A Noteholders, but not, unless the Note Trustee has become
     bound to take steps and/or proceed under the Security Trust Deed and fails
     to do so within a reasonable period of time and such failure is continuing,
     the Class A Noteholders themselves), declare the Class A Notes immediately
     due and payable and declare the security 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


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     Note Trustee may nevertheless, at the direction of the Class A Noteholders,
     direct the Security Trustee to enforce the Security Trust Deed on behalf of
     the Noteholders.

     VOTING MORTGAGEE has the meaning given to it in the Security Trust Deed.

     Any reference to the Noteholder Mortgagees while they are the only Voting
     Mortgagees or where their consent is required under the Security Trust Deed
     in relation to a direction or act of the Security Trustee, means Noteholder
     Mortgagees representing more than 50% of the aggregate Invested Amount of
     the Class A Notes and the A$ Notes.

     Subject to being indemnified in accordance with the Security Trust Deed,
     the Security Trustee shall take all action necessary to give effect to any
     direction by the Noteholder Mortgagees where they are the only Voting
     Mortgagees or to any Extraordinary Resolution of the Voting Mortgagees and
     shall comply with all directions given by the Note Trustee where it is the
     only Voting Mortgagee or contained in or given pursuant to any
     Extraordinary Resolution of the Voting Mortgagees in accordance with the
     Security Trust Deed.

     No Class A 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.

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

     o    a sufficient amount would be realised to discharge in full all amounts
          owing to the Class A Noteholders and any other amounts payable by the
          Issuer ranking in priority to or pari passu with the Class A Notes; or

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

     Neither the Note Trustee nor the Security Trustee 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 Class A 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.

     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
     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, any Class A Notes, unless directed or requested to do so by
     Noteholders holding at least 75%


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     of the aggregate Invested Amount of Class A Notes at the time; 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.

     Only the Security Trustee may enforce the provisions of the Security Trust
     Deed and neither the Note Trustee nor any holder of a Class A Note is
     entitled to proceed directly against the Issuer to enforce the performance
     of any of the provisions of the Security Trust Deed, the Class A Notes
     (including these Conditions).

     The rights, remedies and discretions of the Class A 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 Class A
     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 Class A Noteholders from time to
     time and need not enquire whether the Note Trustee or the 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 Note Trustee or the Voting Mortgagees in accordance with
     the Security Trust Deed.

     Upon enforcement of the security created by the Security Trust Deed, the
     net proceeds thereof may be insufficient to pay all amounts due on
     redemption to the Noteholders. The proceeds from enforcement (which will
     not include amounts required by law to be paid to the holder of any prior
     ranking security interest, the proceeds of or amounts credited to the
     collateral account under the Liquidity Facility Agreement (as defined in
     the Master Trust Deed) and payable to the Liquidity Facility Provider (as
     defined in the Master Trust Deed) and the proceeds of cash collateral
     lodged with and payable to a Swap Provider or other provider of a Support
     Facility (as defined in the Master Trust Deed)) will be applied in the
     order of priority as set out in the Security Trust Deed. Any claims of
     Noteholders remaining after realization of the security and application of
     the proceeds as aforesaid shall, except in certain limited circumstances,
     be extinguished.

11.  REPLACEMENTS OF CLASS A NOTES
--------------------------------------------------------------------------------

     If any Class A Note is lost, stolen, mutilated, defaced or destroyed, it
     may be replaced at the specified office of the Principal Paying Agent
     located at 1761 East St. Andrew Place, Santa Ana, California 92705-4934 or
     such other office as may be designated from time to time under the Agency
     Agreement, upon payment by the claimant of the expenses incurred in
     connection with that replacement and on such terms as to evidence and
     indemnity as the Issuer may reasonably require. Mutilated or defaced Class
     A Notes must be surrendered before replacements will be issued.

12.  NOTICES
--------------------------------------------------------------------------------

     All notices, other than notices given in accordance with the following
     paragraph, to Class A Noteholders shall be deemed given if in writing and
     mailed, first-class, postage prepaid to each Class A Noteholder, at his or
     her address as it appears on the Note Register, not later than the latest
     date, and not earlier than the earliest date, prescribed for the giving of
     such notice. In any case where


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     notice to Class A Noteholders is given by mail, neither the failure to mail
     such notice nor any defect in any notice so mailed to any particular Class
     A Noteholder shall affect the sufficiency of such notice with respect to
     other Class A Noteholders, and any notice that is mailed in the manner
     herein provided shall conclusively be presumed to have been duly given.

     A notice may be waived in writing by the relevant Class A Noteholder,
     either before or after the event, and such waiver shall be the equivalent
     of such notice. Waivers of notice by Class A 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.

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

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

     Any notice required to be given by the Principal Paying Agent at any time
     shall be deemed to have been duly given if the information contained in
     such notice appears on the relevant page of the Reuters Screen, on the
     Website (as defined below) or such other similar electronic reporting
     service as may be approved by the Note Trustee and notified to Class A
     Noteholders (the RELEVANT SCREEN). Any such notice shall be deemed to have
     been given on the first date on which such information appeared on the
     Relevant Screen. If it is impossible or impracticable to give notice in
     accordance with this paragraph then notice of the matters referred to in
     this Condition shall be given in accordance with the preceding paragraph.

     WEBSITE means the website at the following address:

                     HTTPS://WWW.CORPORATETRUST.DB.COM/INVR

     or such other website as the Principal Paying Agent shall notify the Note
     Trustee, the Trustee, the Manager and the Class A Noteholders, in
     accordance with this Condition, from time to time.

     All consents and approvals in these Conditions are to be given in writing.

13.  MEETINGS OF VOTING MORTGAGEES AND MEETINGS OF CLASS A 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.

     The Note Trust Deed contains provisions for convening meetings of Class A
     Noteholders to consider any matter affecting their interests, including the
     directing of the Note Trustee to direct the Security Trustee to enforce the
     security under the Security Trust Deed, or the sanctioning by Extraordinary
     Resolution of the Class A Noteholders of a modification of the Class A
     Notes (including these Conditions) or the provisions of any of the
     Transaction Documents, provided that no modification of certain terms
     including, among other things, the date of maturity of the Class A Notes,
     or a modification which would have the effect of altering the amount of
     interest payable in respect of a


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     Class A Note or modification of the method of calculation of the interest
     payable or of the date for payment of interest in respect of any Class A
     Notes, reducing or cancelling the amount of principal payable in respect of
     any Class A Notes or altering the majority required to pass an
     Extraordinary Resolution or altering the currency of payment of any Class A
     Notes or the Coupons or an alteration of the date or priority of payment of
     interest on, or redemption of, the Class A Notes or an election to receive
     the Stated Amount of the Notes instead of the Invested Amount in the event
     of a call under Condition 5(i) or 5(j) (any such modification being
     referred to below as a BASIC TERMS MODIFICATION) shall 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 Class A Noteholders as described below.
     The quorum at any meeting of Class A Noteholders for passing an
     Extraordinary Resolution shall be two or more persons holding or
     representing over 50% of the aggregate Invested Amount of the Class A Notes
     then outstanding or, at any adjourned meeting, two or more persons being or
     representing Class A Noteholders whatever the aggregate Invested Amount of
     the Class A 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 shall be two
     or more persons holding or representing 75% or at any adjourned such
     meeting 25%, or more of the aggregate Invested Amount of the Class A Notes
     then outstanding. The Note Trust Deed contains provisions limiting the
     powers of the Class A Noteholders, among other things, to request or direct
     the Note Trustee to take any action or to pass an effective Extraordinary
     Resolution according to the effect thereof on the interests of the Class A
     Noteholders. Except in certain circumstances, the Note Trust Deed imposes
     no such limitations on the powers of the Class A Noteholders, the exercise
     of which will be binding on the Class A Noteholders, irrespective of the
     effect on their interests. An Extraordinary Resolution passed at any
     meeting of Class A Noteholders shall be binding on all Class A Noteholders,
     whether or not they are present at the meeting, and on all Couponholders.
     The majority required for an Extraordinary Resolution shall be 75% of the
     votes cast in respect of that Extraordinary Resolution.

     The Note Trust Deed permits the Note Trustee, the Manager and the Trustee
     to, following the giving of not less than 10 Business Days' notice to each
     Designated Rating Agency, alter, add to or modify, by way of supplemental
     deed, the Note Trust Deed (including the meeting and amendment provisions),
     the Conditions (subject to the proviso more fully described in clause 37.2
     of the Note Trust Deed or any other terms of that deed or the Conditions to
     which it refers) or any Transaction Document so long as that alteration,
     addition or modification is:

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

     o    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;

     o    in the opinion of the Note Trustee appropriate or expedient as a
          consequence of a change to any law or regulation or a change in the
          requirements of any Government Agency (including, but not limited to,
          an alteration, addition or modification which is in the opinion of the
          Note Trustee appropriate or expedient as a consequence of the
          enactment of a 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


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          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

     o    in the opinion of the Note Trustee not materially prejudicial to the
          interests of the Class A Noteholders as a whole,

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

     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 above, is materially prejudicial or likely to be
     materially prejudicial to the interests of Class A Noteholders as a whole
     or any Class of Class A Noteholders, the Note Trustee, the Manager and the
     Trustee may make that alteration, addition or modification only if
     sanctioned in writing by holders of at least 75% of the aggregate Invested
     Amount of the Class A Notes.

     The Note Trustee may also, in accordance with the Note Trust Deed and
     without the consent of the Class A Noteholders or the Couponholders (but
     not in contravention of an Extraordinary Resolution), waive or authorise
     any breach or proposed breach of the Class A 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 shall not, or shall not subject to specified conditions,
     be treated as such. Any such modification, waiver, authorisation or
     determination shall be binding on the Class A Noteholders and the
     Couponholders and, if, but only if, the Note Trustee so requires, any such
     modification shall be notified to the Class A Noteholders in accordance
     with Condition 12 as soon as practicable.

     The Manager shall distribute to all Class A Noteholders and the Designated
     Rating Agencies a copy of any amendments made in accordance with the
     procedure described in that clause 19 of the Note Trust Deed and under the
     relevant Condition 12 as soon as reasonably practicable after the amendment
     has been made.

     Any amendment made will be binding on Noteholders and shall conform to the
     requirements of the TIA as then in effect so long as the Note Trust Deed
     shall be qualified under the TIA.

14.  INDEMNIFICATION AND EXONERATION OF THE NOTE TRUSTEE AND THE SECURITY
     TRUSTEE
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     (a)  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
          security and to obtain repayment of the Class A 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 Transaction Documents without
          accounting for any profit resulting from such transactions. Except in
          the case of negligence, fraud or breach of trust (in the case of the
          Security Trustee) or negligence, fraud, default or breach of trust (in
          the case of the Note Trustee), 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, Mortgaged


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          Property or any deeds or documents of title thereto, 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 behalf of the Note Trustee if
          prudently chosen in accordance with the Transaction Documents.

     (b)  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 advisers as the Note
          Trustee reasonably requires to assist in the giving of that opinion or
          the making of that determination or calculation and any reasonable
          costs and expenses payable to those advisers 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.  LIMITATION OF LIABILITY OF THE ISSUER
--------------------------------------------------------------------------------

     (A)  GENERAL

          Clause 30 of the Master Trust Deed applies to the obligations and
          liabilities of the Issuer in relation to the Class A Notes.

     (B)  LIABILITY OF ISSUER LIMITED TO ITS RIGHT OF INDEMNITY

          (i)    The Issuer enters into the Transaction Documents and issues the
                 Notes only in its capacity as trustee of the Trust and in no
                 other capacity (except where the Transaction Documents provide
                 otherwise). Subject to paragraph (iii) below, a liability
                 arising under or in connection with the Transaction Documents
                 or the Trust can be enforced against the Issuer only to the
                 extent to which it can be satisfied out of the assets and
                 property of the Trust which are available to satisfy the right
                 of the Issuer to be exonerated or 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)   Subject to paragraph (iii) below, no person (including any
                 Relevant Party) may take action against the Issuer in any
                 capacity other than as trustee of the Trust or seek the
                 appointment of a receiver (except under the Security Trust
                 Deed), or a liquidator, an administrator or any similar person
                 to the Issuer or prove in any liquidation, administration or
                 arrangement of or affecting the Issuer.

          (iii)  The provisions of this Condition 15 shall not apply to any
                 obligation or liability of the Issuer to the extent that it is
                 not satisfied because under a Transaction Document or by
                 operation of law there is a reduction in the extent of the
                 Issuer's indemnification or exoneration out of the assets of
                 the Trust as a result of the Issuer's fraud, negligence or
                 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 under


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NOTE TRUST DEED                                           Allens Arthur Robinson
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                 the Transaction Documents) will be considered fraud, negligence
                 or 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 or any person who has been delegated or appointed by the
                 Issuer in accordance with the Transaction Documents to fulfil
                 its obligations relating to the Trust or by any other act or
                 omission of a Relevant Party or any such person.

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

          (vi)   In this Condition 15, RELEVANT PARTIES means each of the
                 Manager, the Servicer, the Calculation Agent, each Paying
                 Agent, the Note Registrar, the Note Trustee, the Custodian, the
                 Basis Swap Provider, the Fixed-Floating Rate Swap Provider and
                 the Currency Swap Provider.

          (vii)  In this Condition 15, DEFAULT means a failure by the Issuer to
                 comply with an obligation which is expressly imposed on it by
                 the terms of a Transaction Document or a written direction
                 given by the Manager in accordance with a Transaction Document
                 (and in terms which are consistent with the requirements of the
                 Transaction Documents) in circumstances where the Transaction
                 Documents require or contemplate that the Issuer will comply
                 with that direction; in each case within any period of time
                 specified in, or contemplated by, the relevant Transaction
                 Document for such compliance. However, it will not be the
                 Default of the Issuer if the Issuer does not comply with an
                 obligation or direction where the Note Trustee or the Security
                 Trustee directs the Issuer not to comply with that obligation
                 or direction.

          (viii) Nothing in this clause limits the obligations expressly imposed
                 on the Issuer under the Transaction Documents.

16.  GOVERNING LAW
--------------------------------------------------------------------------------

     Except for:

     (a)  the Currency Swap which is governed by New York law; and

     (b)  the administration of the Trust (as defined in the Note Trust Deed),
          including the exercise of the Note Trustee's powers under clause 13 of
          the Note Trust Deed, which are both governed by the law 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 New York in respect of
          the application of those powers, the law of New York will prevail to
          the extent of the inconsistency,

     the Class A Notes and the Relevant Documents are governed by, and shall be
     construed in accordance with, the laws of New South Wales, Australia.


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NOTE TRUST DEED                                           Allens Arthur Robinson
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               SUMMARY OF PROVISIONS RELATING TO THE CLASS A NOTES
                            WHILE IN BOOK ENTRY FORM

Each Class of the Class A Notes will initially be represented by typewritten
book-entry notes (the BOOK-ENTRY NOTES), without coupons, in the principal
amount of US$1,050,000,000. The Book-Entry Notes will be deposited with the
Common Depositary for DTC on or about the Closing Date. Upon deposit of the
Book-Entry Notes with the Common Depositary, DTC will credit each investor in
the Class A Notes with a principal amount of Class A Notes for which it has
subscribed and paid.

The Book-Entry Note will be exchangeable for definitive Class A Notes in certain
circumstances described below.

Each person who is shown in the Note Register as the holder of a particular
principal amount of Class A Notes will be entitled to be treated by the Issuer
and the Note Trustee as a holder of such principal amount of Class A Notes and
the expression Class A Noteholder shall be construed accordingly, but without
prejudice to the entitlement of the holder of the Book-Entry Note to be paid
principal and interest thereon in accordance with its terms. Such persons shall
have no claim directly against the Issuer in respect of payment due on the Class
A Notes for so long as the Class A Notes are represented by a Book-Entry Note
and the relevant obligations of the Issuer will be discharged by payment to the
registered holder of the Book-Entry Note in respect of each amount so paid.

(A)  PAYMENTS

Interest and principal on each Book-Entry Note will be payable by the Principal
Paying Agent to the Common Depositary.

Each of the persons appearing from time to time as the beneficial owner of a
Class A Note will be entitled to receive any payment so made in respect of that
Class A 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 A Notes which must be made by the holder of the relevant
Book-Entry Note, for so long as such Book-Entry Note is outstanding.

A record of each payment made on a Book-Entry Note, distinguishing between any
payment of principal and any payment of interest, will be recorded in the Note
Register by the Principal Paying Agent and such record shall be prima facie
evidence that the payment in question has been made.

(B)  EXCHANGE

The Book-Entry Note will be exchangeable for definitive Class A Notes only if:

     (i)    the Trust Manager advises the Principal Paying Agent in writing that
            the Clearing Agency is no longer willing or able properly to
            discharge its responsibilities with respect to the Class A Notes or
            the Clearing Agency ceases to carry on business, and the Trust
            Manager is unable to located a qualified successor;

     (ii)   the Issuer, at the direction of the Trust Manager (at the Trust
            Manager's option) advises the Principal Paying Agent in writing that
            the book entry system through the Clearing Agency is or is to be
            terminated; or


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     (iii)  after the occurrence of an Event, of Default the Class A Note
            Owner's representing beneficial interests aggregating to at least a
            majority of the aggregate Invested Amount of the Class A Notes
            advise the Principal Paying Agent and Issuer through the Clearing
            Agency in writing that the continuation of a book entry system
            through the Clearing Agency is no longer in the best interest of the
            Note Owners,

     (iv)   then the Principal Paying Agent shall notify all Class A Note Owners
            and the Issuer of the occurrence of any such event and of the
            availability of Definitive Notes to Class A Note Owners requesting
            the same. Upon the surrender of the Book-Entry Notes to the Issuer
            by the Clearing Agency, and the delivery by the Clearing Agency of
            the relevant registration instructions to the Issuer, the Issuer
            shall execute and procure the Principal Paying Agent to authenticate
            the Definitive Notes in accordance with the instructions of the
            Clearing Agency.

     (C)  NOTICES

     So long as the Notes are represented by the Book-Entry Note and the same
     is/are held on behalf of the Clearing Agency, notices to Class A
     Noteholders may be given by delivery of the relevant notice to the Clearing
     Agency for communication by them to entitled account holders in
     substitution for delivery to each Class A Noteholder as required by the
     Conditions.

     (D)  CANCELLATION

     Cancellation of any Class A Note required by the Conditions will be
     effected by reduction in the principal amount of the relevant Book-Entry
     Note.


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