Exhibit 4.7

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                    National RMBS Trust 200[ ]-[ ]
                    Note Trust Deed

Date:               [         ]

Parties:            [NAME AND ABN OF ISSUER TRUSTEE] having its registered
                    office at [address of Issuer Trustee] in its capacity as
                    trustee of the National RMBS Trust 200[ ]-[ ] ("Issuer
                    Trustee")
                    NATIONAL GLOBAL MBS MANAGER PTY LTD (ABN 36 102 668 226)
                    of Level 24, 500 Bourke Street, Melbourne VIC 3000,
                    Australia ("Global Trust Manager")
                    [NAME and details of Note Trustee] ("Note Trustee" which
                    expression includes all persons being the trustee of this
                    Note Trust Deed)

Recitals:
               A.   The Issuer Trustee wishes to issue, at the direction of
                    the Global Trust Manager, the [Class/Classes of US Notes].

               B.   The Note Trustee has agreed to act as Note Trustee for the
                    [Noteholders of Class/Classes of US Notes] on the terms
                    set out in this deed.

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

Operative provisions:
[NB: The provisions of this deed may be amended, and additional provisions
inserted, to reflect regulation in those jurisdictions applicable to a
specific series of Notes]


1 Definitions and Interpretation
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Definitions Schedule
               1.1  The following words have these meanings unless the
                    contrary intention appears:

                    Definitions Schedule means the deed called "National RMBS
                    Trusts Definitions Schedule" dated [ ] and made between
                    the companies described in schedule 1 to that deed (as
                    amended from time to time).

                    Supplemental Deed means the deed entitled "National RMBS
                    Trust 200[ ]-[ ] Supplemental Deed" dated on or about the
                    date of this deed between the Issuer Trustee, the Global
                    Trust Manager and others.

                    Trust means the National RMBS Trust 200[ ]-[ ].

               1.2  Except to the extent to which words and phrases are
                    otherwise defined in this deed, words and phrases defined
                    in the Definitions Schedule and the Supplemental Deed in
                    respect of the Trust shall bear the same


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                    meaning in this deed. In the event of any inconsistency
                    between a definition in this deed and a definition in the
                    Definitions Schedule, the definitions in this deed will
                    prevail. In the event of any inconsistency between a
                    definition in the Definitions Schedule and a definition in
                    the Supplemental Deed, the definition in the Supplemental
                    Deed will prevail. Any amendment to the Definitions
                    Schedule will only apply to this deed if made in
                    accordance with this deed.

               1.3  Clauses 1.2 to 1.5 (inclusive) of the Definitions Schedule
                    are incorporated into this deed as if those clauses were
                    set out in full.

Interpretation
               1.4  This deed binds the Issuer Trustee, the Global Trust
                    Manager, the Note Trustee and the [Noteholders of
                    Class/Classes of US Notes] of each Trust.

               1.5  By executing this deed, the Note Trustee agrees that terms
                    used in any Transaction Document have the meaning given to
                    them in the Definitions Schedule.

Appointment of the Note Trustee
               1.6  The Note Trustee:

                    (a)  is appointed to act as trustee on behalf of the
                         [Noteholders of Class/Classes of US Notes] on the
                         terms and conditions of this deed; and

                    (b)  acknowledges and declares that it:

                        (i)   holds the sum of $10 received on the date of
                              this deed; and

                        (ii)  will hold the benefit of the obligations of the
                              Issuer Trustee and the Global Trust Manager
                              under this deed and under other Transaction
                              Documents given in favour of the Note Trustee,

                              in each case, on trust for each [Noteholder of the
                              Class/Classes of US Note], in accordance with the
                              terms and conditions of this deed.

Interpretation of provisions incorporated from TIA
               1.7  Where a provision of the TIA is incorporated into this
                    deed in accordance with the TIA (as described in clause
                    25.5) the following terms used in that provision have the
                    following meanings in this deed:

                    "default" means an Event of Default.

                    "indenture securities" means the [Class/Classes of US
                    Notes].

                    "indenture security holder" means the [Noteholder of the
                    Class/Classes of US Note].

                    "indenture to be qualified" means this deed.

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                    "indenture trustee" or "institutional trustee" means the
                    Note Trustee.

                    "obligor upon the indenture securities" means the Issuer
                    Trustee.

                    "SEC" has the meaning given to that term in the
                    Definitions Schedule.

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

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

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

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


2    Covenant to Pay
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Covenant to Pay
               2.1  The Issuer Trustee at the direction of the Global Trust
                    Manager shall on any date when any [Class/Classes of US
                    Note] becomes due to be redeemed, in whole or in part,
                    unconditionally pay to or to the order of the Note Trustee
                    in accordance with, and subject to, the terms of the
                    Transaction Documents in same day funds the principal of
                    such [Class/Classes of US Note] becoming due on that date
                    and shall (subject to the [Conditions of the Class/Classes
                    of US Notes]) until payment in whole of the principal of
                    the [Class/Classes of US Note](both before and after
                    judgment) unconditionally pay to or to the order of the
                    Note Trustee interest on the Invested Amount of the
                    [Class/Classes of US Note]as set out in the [Conditions of
                    the Class/Classes of US Notes] (subject to clause 2.4),
                    provided that:

                    (a)  payment of any sum due in respect of the
                         [Class/Classes of US Notes] made to a Paying Agent as
                         provided in the Agency Agreement (unless notice in
                         accordance with clause 3 of the Agency Agreement has
                         been given) or to the Note Trustee in accordance with
                         this deed shall to that extent, satisfy such
                         obligation except to the extent that there is failure
                         in the Paying Agent's or the Note Trustee's (as the
                         case may be) subsequent payment to the relevant
                         [Noteholders of Class/Classes of US Notes] under the
                         [Conditions of the Class/Classes of US Notes] and the
                         Agency Agreement; and

                    (b)  a payment made after the due date shall be deemed to
                         have been made when the full amount due has been
                         received by the Paying Agent or the Note Trustee and
                         notice to that effect has been given to the
                         [Noteholders of Class/Classes of US Notes], except to
                         the extent that there is failure in the Paying
                         Agent's or the

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                         Note Trustee's (as the case may be) subsequent
                         payment to the relevant [Noteholders of Class/Classes
                         of US Notes] under the [Conditions of the
                         Class/Classes of US Notes] and the Agency Agreement.

Discharge
               2.2  Subject to clause 2.1, any payment to be made in respect
                    of the [Class/Classes of US Notes] by the Issuer Trustee
                    or the Note Trustee may be made as provided in the
                    [Conditions of the Class/Classes of US Notes] and any
                    payment so made will (subject to clause 2.1) to that
                    extent be a good discharge to the Issuer Trustee or the
                    Note Trustee, as the case may be.

Payment after an Event of Default
               2.3  At any time after an Event of Default has occurred, the
                    Note Trustee may take the actions referred to in clause 3
                    of the Agency Agreement.

Rate of Interest after an Event of Default
               2.4  If the [Class/Classes of US Notes] become immediately due
                    and payable, the rate of interest payable in respect of
                    them shall continue to be calculated by the Calculation
                    Agent in accordance with the [Conditions of the
                    Class/Classes of US Notes] (with consequential amendments
                    as necessary) except that the rate of interest need not be
                    published unless the Note Trustee otherwise requires. The
                    first period in respect of which interest shall be so
                    calculable shall commence on the expiry of the Interest
                    Period during which the [Class/Classes of US Notes] become
                    so repayable.


3    Amount, Form and issue of [Class/Classes of US Notes]
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Aggregate Amount and Denomination

               3.1  The [Class/Classes of US Notes] will be issued in minimum
                    denominations of US$[               ] each and multiples of
                    US$[                ] in excess of that amount.

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

                    (b)  (Signing of [Class/Classes of US Notes]): Each
                         [Class/Classes of US Note]must be signed by an
                         Authorised Person or other duly appointed attorney or
                         representative of the Issuer Trustee on behalf of the
                         Issuer Trustee.

                    (c)  (Authentication of [Class/Classes of US Notes]): Each
                         [Class/Classes of US Note] must be authenticated by
                         an Authorised Person or other duly appointed
                         representative of the Note Trustee on behalf of the
                         Note Trustee. No [Class/Classes

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                         of US Note] will be valid for any purpose unless and
                         until so authenticated.

                    (d)  (Dating of [Class/Classes of US Notes]): The
                         [Class/Classes of US Notes] must be dated the date of
                         their authentication.

Initial issue as [Class/Classes of Book Entry US Notes]
               3.3  (a)  (Issue as [Class/Classes of Book Entry US Notes]): The
                         [Class/Classes of US Notes] will upon issue be
                         represented by one or more book-entry notes initially
                         registered in accordance with clause 4 in the name of
                         [name of nominee], as nominee of DTC as the initial
                         Depository.

                    (b)  (Delivery of [Class/Classes of Book Entry US Notes]):
                         The Issuer Trustee must on the date of this deed
                         deliver or procure the delivery of [Class/Classes of
                         Book Entry US Notes] to the Principal Paying Agent as
                         agent for the Depository.

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

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

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

                        (i)   the Issuer Trustee, the Global Trust Manager,
                              each Agent and the Note Trustee will be entitled
                              to deal with the Depository for all purposes
                              whatsoever (including the payment of principal
                              of and interest on the [Class/Classes of US
                              Notes] and the giving of instructions or
                              directions under this deed) as the absolute
                              holder of the [Class/Classes of US Notes] and
                              none of the Issuer Trustee, the Global Trust
                              Manager,

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                              any Agent or the Note Trustee will be affected by
                              notice to the contrary;

                        (ii)  whenever a notice or other communication to the
                              [Noteholders of Class/Classes of US Notes] is
                              required under this deed or any other
                              Transaction Document all such notices and
                              communications must be given to the Depository
                              and are not required to be given to the [Owner
                              of Class/Classes of US Notes];

                        (iii) the rights of [Owner of Class/Classes of US
                              Notes] may be exercised only through the
                              Depository and are limited to those established
                              by law and agreements between such [Owner of
                              Class/Classes of US Notes] and the Depository
                              and/or the Clearing Agency Participants;

                        (iv)  the Issuer Trustee, the Global Trust Manager,
                              each Agent and the Note Trustee may conclusively
                              rely upon any statement from the Depository or
                              any Clearing Agency Participant as to the votes,
                              instructions or directions it has received from
                              [Owner of Class/Classes of US Notes] and/or
                              Clearing Agency Participants.

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

Issue of [Class/Classes of Definitive US Notes]
               3.4  (a)  (Events leading to exchange): If:

                        (i)   the Depository advises the Note Trustee in
                              writing that the Depository is no longer willing
                              or able properly to discharge its
                              responsibilities with respect to the
                              [Class/Classes of US Notes] and the Global Trust
                              Manager is unable to locate a qualified
                              successor to act as Depository;

                        (ii)  the Global Trust Manager (at its option) advises
                              the Issuer Trustee, the Note Trustee, the Paying
                              Agents and the Depository in writing the
                              [Class/Classes of Definitive US Notes] are to be
                              issued in replacement of the [Class/Classes of
                              Book Entry US Notes]; or

                        (iii) an Event of Default has occurred and is
                              subsisting and the [Owner of Class/Classes of US
                              Notes] representing beneficial interests
                              aggregating to at least a majority of the
                              aggregate Invested Amount of the [Class/Classes
                              of US Notes] advise the Issuer Trustee through
                              the Depository in writing that the continuation
                              of a book entry system is no longer in the best
                              interests of the [Owner of Class/Classes of US
                              Notes],

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

                    (b)  (Exchange for [Class/Classes of Definitive US
                         Notes]): Upon the surrender to the Issuer Trustee of
                         [Class/Classes of Book Entry US Notes] by the
                         Depository following an instruction of the Issuer
                         Trustee pursuant to clause 3.4(a), and the delivery
                         by the Depository of the relevant registration
                         instructions to the Issuer Trustee, the Issuer
                         Trustee must issue and execute and the Note Trustee
                         must authenticate and deliver [Class/Classes of
                         Definitive US Notes] of the same aggregate Invested
                         Amount as those [Class/Classes of Book Entry US
                         Notes], replacing those [Class/Classes of Book Entry
                         US Notes], in accordance with clause 3.2 and the
                         instructions of the Depository. None of the Note
                         Trustee, the Global Trust Manager, the Issuer Trustee
                         or any Agent will be liable for any delay in delivery
                         of such instructions and each such person may
                         conclusively rely on, and will be protected in
                         relying on, such instructions.

                    (c)  (No other entitlement): No other [Owner of
                         Class/Classes of US Note] will be entitled to receive
                         a [Class/Classes of Definitive US Note] representing
                         such [Owner of Class/Classes of US Note]'s interest
                         in a [Class/Classes of US Note], except as provided
                         in this clause 3.4.

Indemnity of non-issue of [Class/Classes of Definitive US Notes]
               3.5  If the Issuer Trustee is required to issue [Class/Classes
                    of Definitive US Notes] following an event specified in
                    clause 3.4 but fails to do so within 30 days of surrender
                    to the Issuer Trustee of the [Class/Classes of Book Entry
                    US Notes] in accordance with clause 3.4 then the Issuer
                    Trustee must, subject to clause 23, indemnify the Note
                    Trustee, the [Noteholders of Class/Classes of US Notes]
                    and [Owners of Class/Classes of US Notes], and keep them
                    indemnified, against any loss or damage incurred by any of
                    them if the amount received by the Note Trustee, the
                    [Noteholders of Class/Classes of US Notes] or [Owners of
                    Class/Classes of US Notes], respectively, is less than the
                    amount that would have been received had [Class/Classes of
                    Definitive US Notes] been issued. If the Issuer Trustee
                    breaches its obligations under clause 3.4, it is
                    acknowledged and agreed that damages alone will not be an
                    adequate remedy for such a breach and that, in addition to
                    any other rights they may have, the Note Trustee, the
                    [Noteholders of Class/Classes of US Notes] and the [Owners
                    of Class/Classes of US

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                    Notes] are entitled to sue the Issuer Trustee for specific
                    performance, injunctive relief or other equitable relief
                    to enforce the Issuer Trustee's obligations under clause
                    3.4.


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

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

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

               4.4  (Protection): The Issuer Trustee, the Note Trustee and the
                    [Registrar of the Class/Classes of US Notes] will have the
                    protection of section 312(c) of the TIA in relation to the
                    disclosure of information in accordance with clause 4.2
                    and 4.3.

[Register of the Class/Classes of US Notes] Conclusive
               4.5  A [Class/Classes of US Note] is not a certificate of title
                    and the [Register of the Class/Classes of US Notes] is the
                    only conclusive evidence of title to the [Class/Classes of
                    US Notes].


5        Stamp duties
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                    The Issuer Trustee shall pay any stamp, issue,
                    documentary, registration or other duty or tax duties
                    including interest and penalties, payable in the
                    Commonwealth of Australia, the Australian Capital
                    Territory, the United

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                    States of America and the United Kingdom in respect of the
                    creation, issue and offering of the [Class/Classes of US
                    Notes] and the execution or delivery of this deed and each
                    other Transaction Document. Subject to clause 23, the
                    Issuer Trustee shall also indemnify the Note Trustee and
                    the [Noteholders of Class/Classes of US Notes] from and
                    against all stamp, issue, documentary and other
                    registration taxes paid by any of them in any jurisdiction
                    in connection with any action taken by or on behalf of the
                    Note Trustee or the [Noteholders of Class/Classes of US
                    Notes] and [Owners of Class/Classes of US Notes] to
                    enforce the Issuer Trustee's obligations under this deed
                    or the [Class/Classes of US Notes].


6    Application of moneys received by the Note Trustee
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Declaration of Trust
               6.1  All moneys received by the Note Trustee in respect of the
                    [Class/Classes of US Notes] or amounts payable under this
                    deed shall, despite any appropriation of all or part of
                    them by the Issuer Trustee, be held by the Note Trustee on
                    trust to apply them (subject to clause 6.2):

                    (a)  first, in payment of all costs, charges, expenses and
                         liabilities incurred by the Note Trustee (including
                         all fees and remuneration payable to it) in carrying
                         out its functions under this deed;

                    (b)  secondly, pari passu and rateably in payment of any
                         amounts owing in respect of the [Class/Classes of US
                         Notes]; and

                    (c)  thirdly, in payment of any balance to the Issuer
                         Trustee for distribution in accordance with the
                         Master Trust Deed and the Supplemental Deed in
                         respect of the Trust.

                    If the Note Trustee holds any moneys in respect of
                    [Class/Classes of US Notes] which have become void or in
                    respect of which claims have become prescribed, the Note
                    Trustee shall hold them on these trusts.

Accumulation
               6.2  If the amount of the moneys at any time (other than on a
                    Payment Date) available for payment in respect of the
                    [Class/Classes of US Notes] under clause 6.1 is less than
                    10 per cent of the then Invested Amount of the
                    [Class/Classes of US Notes] and upon receipt of a written
                    direction from the Global Trust Manager, the Note Trustee
                    may invest such moneys in Authorised Investments
                    denominated in US Dollars until the next Payment Date. In
                    the event the Global Trust Manager does not provide
                    written instructions to the Note Trustee within 5 days of
                    receipt of funds, the Note Trustee may at its discretion,
                    invest the funds in units of money market funds, including
                    money market funds managed or advised by the Note Trustee
                    or an affiliate thereof, having the highest possible
                    rating by a recognised rating agency in the US. The Note
                    Trustee may retain such investments and accumulate the
                    income from them until the earlier of the next Payment
                    Date or when the investments and the accumulations,
                    together with any other funds for the time being under its
                    control and available for such payment, amount to at least
                    10

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                    per cent of the Invested Amount of the [Class/Classes of
                    US Notes] then outstanding and then such investments,
                    accumulations and funds (after deduction of, or provision
                    for, any applicable taxes) shall be applied as specified
                    in clause 6.1.

Investment
               6.3  Moneys held by the Note Trustee may be invested in its
                    name or under its control in Authorised Investments in
                    accordance with clause 6.2 or deposited in its name or
                    under its control at such bank or other financial
                    institution which has the Required Credit Rating in US$.
                    If that bank or institution is the Note Trustee or a
                    subsidiary, holding or associated company of the Note
                    Trustee, it need only account for an amount of interest
                    equal to the largest amount of interest payable by it on
                    such a deposit to an independent customer. The Note
                    Trustee may at any time vary or transpose any such
                    investments or assets, and shall not be responsible for
                    any resulting loss, whether by depreciation in value or
                    otherwise.


7    Covenants
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 The Issuer Trustee and the Global Trust Manager
               7.1  So long as any [Class/Classes of US Note] is outstanding,
                    each of the Issuer Trustee and the Global Trust Manager
                    severally covenants in favour of the Note Trustee that it:

                    (a)  ([Class/Classes of US Notes]) will comply with all of
                         its obligations under the [Class/Classes of US Notes]
                         (as if the provisions of the [Class/Classes of US
                         Notes], including the [Conditions of the
                         Class/Classes of US Notes], were set out in full in
                         this deed);

                    (b)  (Transaction Documents):

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

                        (ii)  will enforce its rights under the Transaction
                              Documents in a manner consistent with its
                              respective obligations and duties under the
                              Transaction Documents;

                    (c)  (Notice of Event of Default) will notify the Note
                         Trustee in writing promptly on becoming aware of the
                         occurrence of any Event of Default, Global Trust
                         Manager's Default, Servicer Termination Event, Title
                         Perfection Event or Issuer Trustee Default;

                    (d)  (Certificate of Compliance) will provide to the Note
                         Trustee within 120 days after the end of each
                         financial year of the Trust (commencing on the
                         financial year ending on [ ]):

                        (i)   in accordance with section 314(a)(4) of the TIA,
                              a certificate from its principal executive
                              officer, principal

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                              financial officer or principal accounting
                              officer as to his or her knowledge of the
                              activities of the Issuer Trustee, the Global
                              Trust Manager, as the case may be, in respect of
                              the Trust during that year and of the Issuer
                              Trustee's, Global Trust Manager's, as the case
                              may be, compliance with all conditions,
                              covenants and other provisions under this deed
                              (and determined without regard to any period of
                              grace or requirement of notice under this deed
                              or any other Transaction Document) and giving
                              reasonable details about any non-compliance; and

                        (ii)  a certificate (which may be part of the
                              certificate referred to in clause 7.1(d)(i))
                              from an Authorised Person of the Issuer Trustee,
                              the Global Trust Manager, as the case may be,
                              stating whether to the best of his or her
                              knowledge in the period since the date of
                              execution of this deed (in the case of the first
                              such certificate) based on a review of the
                              activities referred to in clause 7.1(d)(i) or
                              since the provision of the most recent
                              certificate under this clause 7.1(d)(ii) (in the
                              case of any other such certificate), an Event of
                              Default, Title Perfection Event, Servicer
                              Termination Event, Global Trust Manager's
                              Default or Issuer Trustee Default has occurred
                              and, if any such event has occurred, giving
                              reasonable details of that event;

                    (e)  (notices to [Noteholders of Class/Classes of US
                         Notes]) will send to the Note Trustee the form of
                         each notice to be given to [Noteholders of
                         Class/Classes of US Notes] and [Owners of
                         Class/Classes of US Notes] and, once given, two
                         copies of each such notice, such notice to be in a
                         form previously approved by the Note Trustee;

                    (f)  (further acts) will so far as permitted by applicable
                         law, do such further things as may be necessary in
                         the opinion of the Note Trustee to give effect to
                         this deed;

                    (g)  (notice of late payment) will promptly upon request
                         by the Note Trustee, give notice to the [Noteholders
                         of Class/Classes of US Notes] of any unconditional
                         payment to the Paying Agent or the Note Trustee of
                         any sum due in respect of the [Class/Classes of US
                         Notes] made after the due date for such payment;

                    (h)  (change in Agents) will give at least 14 days' prior
                         notice to the [Noteholders of Class/Classes of US
                         Notes] of any future appointment, resignation or
                         removal of an Agent or of any change by an Agent of
                         its Specified Office and not make any such
                         appointment or removal without the Note Trustee's
                         prior written approval;

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                                                                              12
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                    (i)  (provision of legal opinions) will procure the
                         delivery of legal opinions addressed to the Note
                         Trustee in accordance with section 314(b) of the TIA:

                        (i)   on the Closing Date, a legal opinion either
                              stating that the Master Security Trust Deed and
                              the Deed of Charge in respect of the Trust has
                              been properly recorded and filed so as to make
                              effective the Security Interest intended to be
                              created by the Deed of Charge in respect of the
                              Trust, and reciting the details of such action,
                              or stating that no such action is necessary to
                              make such Security Interest effective; and

                        (ii)  within 120 days after the end of each financial
                              year of the Trust (commencing on the financial
                              year ending in [ ]), a legal opinion either
                              stating that such action has been taken with
                              respect to the recording, filing, re-recording
                              (if any) and re-filing (if any) of the Deed of
                              Charge in respect of the Trust as is necessary
                              to maintain the Security Interest created by
                              such Deed of Charge, and reciting the details of
                              such action or stating that no such action, is
                              necessary to maintain such Security Interest;

                    (j)  (Change of Global Trust Manager) will, in the case of
                         the Issuer Trustee only, promptly notify the Note
                         Trustee of any retirement or replacement of the
                         Global Trust Manager pursuant to clause 23 of the
                         Master Trust Deed and of the appointment of a
                         replacement Global Trust Manager;

                    (k)  ([Class/Classes of US Notes] held by Issuer Trustee
                         etc) will, in the case of the Issuer Trustee only,
                         send to the Note Trustee as soon as practicable after
                         being so requested by the Note Trustee a certificate
                         of the Issuer Trustee signed by an Authorised Person
                         of the Issuer Trustee stating the number of
                         [Class/Classes of US Notes] held or issued at the
                         date of such certificate by or on behalf of the
                         Issuer Trustee;

                    (l)  (books of account) will, in the case of the Issuer
                         Trustee only, keep proper books of account and, at
                         any time after an Event of Default has occurred or if
                         the Note Trustee reasonably believes that such an
                         event has occurred, so far as permitted by applicable
                         law, allow the Note Trustee and anyone appointed by
                         it, access to the books of account of the Issuer
                         Trustee at all times during normal business hours;
                         and

                    (m)  (financial statements etc) will, in the case of the
                         Issuer Trustee only, send to the Note Trustee at the
                         time of their issue and in the case of annual
                         financial statements in any event within 180 days of
                         the end of each financial year two copies in English
                         of the Trust's accounts and every notice, statement
                         or circular issued, or which legally or contractually
                         should be issued, to the

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                                                                              13
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                         members or creditors (or any class of them) of the
                         Trust in their capacity as such.

Covenants between Issuer Trustee and Global Trust Manager
               7.2  (a)  (Obligations of Global Trust Manager):  Without
                         limiting any other obligations of the Global Trust
                         Manager pursuant to any Transaction Document, the
                         Global Trust Manager covenants in favour of the
                         Issuer Trustee to prepare and submit to the Issuer
                         Trustee all documents required to be filed with or
                         submitted to the Commission by the Issuer Trustee in
                         relation to the [Class/Classes of US Notes], the
                         Trust or this deed at least, where possible, 5
                         Business Days before such filing or submission is
                         required and to take such other actions as may
                         reasonably be taken by the Global Trust Manager to
                         perform or ensure the performance by the Issuer
                         Trustee of its obligations under the TIA or the
                         Exchange Act in relation to the [Class/Classes of US
                         Notes], the Trust or this deed. No breach by the
                         Issuer Trustee of any obligation under the TIA, the
                         Exchange Act or this deed will be considered to be
                         fraudulent, negligent or breach of trust for the
                         purposes of clause 23.3 to the extent that it results
                         from a breach by the Global Trust Manager of this
                         clause 7.2(a).

                    (b)  (Obligation of Issuer Trustee): Subject to compliance
                         by the Global Trust Manager with clause 7.2(a), the
                         Issuer Trustee covenants in favour of the Global
                         Trust Manager to sign all documents and do all things
                         reasonably requested by the Global Trust Manager in
                         relation to the compliance by the Issuer Trustee or
                         the Global Trust Manager of its obligations under the
                         TIA or the Exchange Act in relation to the
                         [Class/Classes of US Notes], the Trust or this deed.


8    Enforcement
--------------------------------------------------------------------------------
Actions following Event of Default
               8.1  If an Event of Default has occurred in respect of the
                    Trust, the Note Trustee must:

                    (a)  (Notify [Noteholders of Class/Classes of US Notes]):
                         notify each [Noteholder of the Class/Classes of US
                         Note] and such other persons as are specified in
                         section 313(c) of the TIA of the Event of Default in
                         respect of the Trust, as the case may be, within 90
                         days, or such shorter period as may be required by
                         the rules of any stock exchange on which the
                         [Class/Classes of US Notes] are listed, after the
                         occurrence of the Event of Default in respect of the
                         Trust provided that, except in the case of a default
                         in payment of principal or interest on any
                         [Class/Classes of US Note], the Note Trustee may
                         withhold such notice if and so long as the board of
                         directors, the executive committee or a trust
                         committee of its directors and/or Authorised Persons
                         in good faith determine that withholding the notice
                         is in the interest of [Noteholders of Class/Classes
                         of US Notes];

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                                                                              14
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                    (b)  (Determine whether to Seek Directions): if a meeting
                         of Voting Secured Creditors is to be held under the
                         Master Security Trust Deed, determine whether it
                         proposes to seek directions from [Noteholders of
                         Class/Classes of US Notes] as to how to vote at that
                         meeting and, if so, whether it proposes to instruct
                         the Security Trustee to delay the holding of that
                         meeting while it obtains such directions from the
                         [Noteholders of Class/Classes of US Notes]; and

                    (c)  (Vote at Meeting of Voting Secured Creditors):
                         subject to clause 8.5, vote at any meeting of Voting
                         Secured Creditors held under the Master Security
                         Trust Deed. Any such votes by the Note Trustee must
                         be exercised for or against any proposal at the
                         meeting of Voting Secured Creditors in the same
                         proportion as that of the aggregate Invested Amounts
                         of the [Class/Classes of US Notes] held by
                         [Noteholders of Class/Classes of US Notes] who have
                         directed the Note Trustee to vote for or against such
                         a proposal.

               8.2  In addition to the above provisions of this clause 8, and
                    for avoidance of doubt, the Note Trustee also has the
                    power, subject to clause 23 and to the Master Security
                    Trust Deed:

                    (a)  (enforce following default) in the event of a default
                         in repayment of the principal or payment of interest
                         by the Issuer Trustee in respect of any
                         [Class/Classes of US Note] when and as the same shall
                         become due and payable, which default has continued
                         for a period of 10 days, to recover judgment, in its
                         own name and as the Note Trustee, against the Issuer
                         Trustee upon the [Class/Classes of US Notes] for the
                         whole amount of such principal and interest remaining
                         unpaid;

                    (b)  (file proofs) to file such proofs of claim and other
                         payments or documents as may be necessary or
                         advisable in order to have the claims of the Note
                         Trustee and the [Noteholders of Class/Classes of US
                         Notes] allowed in any judicial proceedings in
                         relation to the Issuer Trustee upon the
                         [Class/Classes of US Notes], the Secured Creditors in
                         relation to the Trust or the Assets of the Trust;

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

                    (d)  (enforce rights) if an Event of Default occurs in
                         respect of the Trust and is subsisting, to proceed to
                         protect and enforce its rights and the rights of the
                         [Noteholders of Class/Classes of US Notes] by such
                         appropriate judicial proceedings as the Note Trustee
                         deems most effectual to protect and enforce any such
                         rights, whether for the performance of any provision
                         of this deed or in aid of the exercise of any power
                         under this deed or to enforce any other proper
                         remedy,

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                                                                              15
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                    but nothing in this clause 8.2 is to be construed as
                    requiring the Note Trustee to take any such action unless
                    it has been directed to do so by the [Noteholders of
                    Class/Classes of US Notes] and has been indemnified or put
                    in funds to its satisfaction by the [Noteholders of
                    Class/Classes of US Notes] against any liability that it
                    may incur as a result of taking such action.

Evidence of default
               8.3  If the Security Trustee or the Note Trustee takes any
                    action against the Issuer Trustee to enforce any of the
                    provisions of any [Class/Classes of US Notes] or this
                    deed, proof that:

                    (a)  as regards any [Class/Classes of US Note], the Issuer
                         Trustee has not paid any principal or interest due in
                         respect of that [Class/Classes of US Note] shall
                         (unless the contrary is proved) be sufficient
                         evidence that the Issuer Trustee has not paid that
                         principal or interest on all other [Class/Classes of
                         US Notes] in respect of which the relevant payment is
                         then due; and

                    (b)  as regards any Interest Amount, the Issuer Trustee
                         has not paid any interest due in respect of that
                         Interest Amount shall (unless the contrary is proved)
                         be sufficient evidence that the Issuer Trustee has
                         not paid that interest on all other Interest Amounts
                         in respect of which the relevant payment is then due.

Overdue interest
               8.4  The rates of interest payable in respect of any
                    [Class/Classes of US 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 during which the
                    [Class/Classes of US Note] became due and repayable in
                    accordance with the provisions of Condition 6.4, except
                    that no notices need be given to [Noteholders of
                    Class/Classes of US Notes] in relation to that interest.

Restrictions on enforcement
               8.5  If any of the [Class/Classes of US Notes] remain
                    outstanding and are due and payable otherwise than by
                    reason of a default in payment of any amount due on the
                    [Class/Classes of US Notes], the Note Trustee must not
                    vote under the Master Security Trust Deed to, or otherwise
                    direct the Security Trustee to, dispose of the Secured
                    Property in respect of the Trust or consent to the
                    Security Trustee so disposing unless either:

                    (a)  a sufficient amount would be realised to discharge in
                         full all amounts owing to the [Noteholders of
                         Class/Classes of US Notes] and any other amounts
                         payable by the Issuer Trustee in respect of the Trust
                         ranking in priority to or pari passu with the
                         [Class/Classes of US 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, that the cash flow
                         receivable by the Issuer Trustee (or the Security
                         Trustee under the Master Security Trust Deed) will
                         not (or that

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                                                                              16
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                         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 Trustee, to discharge in full in due course
                         all the amounts referred to in paragraph (a).

Liability for Enforcement
               8.6  Subject to clauses 12, 15.3, 15.5 and the mandatory
                    provisions of the TIA, the Note Trustee will not be liable
                    for any decline in the value, nor any loss realised upon
                    any sale or other dispositions made under the Master
                    Security Trust Deed and the Deed of Charge in respect of
                    the Trust, of any Secured Property in respect of the Trust
                    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 Trustee or any third party
                    in respect of the Issuer Trustee or the [Class/Classes of
                    US Notes] or relating in any way to the Secured Property
                    except where caused by its fraud, negligence or breach of
                    trust. Without limitation, the Note Trustee shall not be
                    liable for any such decline or loss directly or indirectly
                    arising from its acting, or failing to act, as a
                    consequence of an opinion reached by it in good faith
                    based on advice received by it in accordance with clause
                    8.5.

               8.7  The Note Trustee will not be liable for any loss, expense
                    or liability which may be suffered as a result of any
                    assets secured by the Master Security Trust Deed and the
                    Deed of Charge in respect of the Trust, the Secured
                    Property or any deeds or documents of title thereto being
                    uninsured or inadequately insured or by clearing
                    organisations or their operator or by any person on behalf
                    of the Security Trustee or the Note Trustee, except where
                    caused by its fraud, negligence or breach of trust.

               8.8  In giving any direction to the Security Trustee under this
                    deed or the Master 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.

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                                                                              17
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9        Proceedings
--------------------------------------------------------------------------------
Acting only on direction
               9.1  (a)  Subject to paragraph (b), the Note Trustee may but
                         shall not be bound to vote under the Master Security
                         Trust Deed and the Deed of Charge in respect of the
                         Trust, or otherwise direct the Security Trustee under
                         the Master Security Trust Deed and the Deed of Charge
                         in respect of the Trust, or take any proceedings,
                         actions or steps under, or any other proceedings
                         pursuant to or in connection with, the Master
                         Security Trust Deed and the Deed of Charge in respect
                         of the Trust, this deed or any [Class/Classes of US
                         Notes] unless directed or requested to do so by an
                         Extraordinary Resolution of the [Noteholders of
                         Class/Classes of US 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)  So long as any of the [Class/Classes of US Notes]
                         remain outstanding, the Note Trustee shall not, and
                         shall not be bound to, act at the request or
                         direction of any [Noteholders of Class/Classes of US
                         Notes] other than the [Noteholders of Class/Classes
                         of US Notes] under paragraph (a) unless:

                        (i)   so to do would not in its opinion be materially
                              prejudicial to the interests of the [Noteholders
                              of Class/Classes of US Notes]; or

                        (ii)  the relevant action is sanctioned by an
                              Extraordinary Resolution of the [Noteholders of
                              Class/Classes of US Notes].

                    (c)  If the Note Trustee is entitled to vote at any
                         meeting of the Voting Secured Creditors on behalf of
                         the [Noteholders of Class/Classes of US Notes], the
                         Note Trustee must vote in accordance with the
                         directions of the [Noteholders of Class/Classes of US
                         Notes] and otherwise in its absolute discretion. In
                         acting in accordance with the directions of the
                         [Noteholders of Class/Classes of US Notes], the Note
                         Trustee must exercise its votes for or against any
                         proposal to be put to a meeting in the same
                         proportion as that of the aggregate Invested Amounts
                         of the [Noteholders of Class/Classes of US Notes] who
                         have directed the Note Trustee to vote for or against
                         that proposal.

Security Trustee acting
               9.2  Only the Security Trustee may enforce the provisions of
                    the Master Security Trust Deed and the Deed of Charge in
                    respect of the Trust and neither the Note Trustee nor any
                    [Noteholder of the Class/Classes of US Note] is entitled
                    to proceed directly against the Issuer Trustee to enforce
                    the performance of any of the provisions of the Deed of
                    Charge, the Master Security Trust Deed or the [Class/
                    Classes of US Notes]

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                                                                              18
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                    (including the [Conditions of the Class/Classes of US
                    Notes]) except that if the Security Trustee, having become
                    bound to take steps and/or to proceed under the Master
                    Security Trust Deed and the Deed of Charge in respect of
                    the Trust, fails to do so within 7 Business Days and such
                    failure is continuing, the Note Trustee failing which the
                    [Noteholders of Class/Classes of US Notes] may proceed
                    directly against the Issuer Trustee but then only if and
                    to the extent the Note Trustee, failing which the
                    [Noteholders of Class/Classes of US Notes], are able to do
                    so under Australian law.

Note Trustee alone entitled to act
               9.3  Only the Note Trustee may:

                    (a)  direct the Security Trustee to enforce the provisions
                         of the Master Security Trust Deed and the Deed of
                         Charge in respect of the Trust or otherwise; or

                    (b)  enforce the provisions of this deed or the
                         [Class/Classes of US Notes] (including the
                         [Conditions of the Class/Classes of US Notes]),

                    and no [Noteholder of the Class/Classes of US Note] is
                    entitled to take any of the above actions or to proceed
                    directly against the Note Trustee to enforce the
                    performance of any of the provisions of this deed or the
                    [Class/Classes of US Notes] (including the [Conditions of
                    the Class/Classes of US Notes]) except that if the Note
                    Trustee, having become bound to take steps and/or proceed
                    under clause 8, this clause 9 and/or the Master Security
                    Trust Deed and the Deed of Charge in respect of the Trust,
                    fails to do so within a reasonable time and such failure
                    is continuing, the [Noteholders of Class/Classes of US
                    Notes] may take such steps and/or proceedings directly but
                    then only if and to the extent the [Noteholders of
                    Class/Classes of US Notes] are able to do so under
                    Australian law.


10   Remuneration and indemnification of the Note Trustee
--------------------------------------------------------------------------------
Normal remuneration
               10.1 So long as any [Class/Classes of US Note] is outstanding,
                    the Issuer Trustee shall pay the Note Trustee a fee as
                    remuneration for its services as note trustee, in an
                    amount equal to such sum on such dates in each case as may
                    be agreed from time to time with the Issuer Trustee. Such
                    remuneration shall accrue from day to day from the date of
                    this deed until the Trust is terminated, and is to be paid
                    personally by the Issuer Trustee and not from the Assets
                    of the Trust.

Extra remuneration
               10.2 At any time after the Issuer Trustee has failed to pay any
                    sums due under the [Class/Classes of US Notes], or if the
                    Note Trustee undertakes duties which it considers
                    necessary or expedient under this deed, or is requested by
                    the Issuer Trustee to undertake duties, and in either case
                    which they both agree to be of an exceptional nature or
                    otherwise outside the scope of the Note Trustee's normal
                    duties under this deed, the Issuer Trustee shall pay such
                    additional remuneration as

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                                                                              19
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                    they may agree or, failing agreement as to any of the
                    matters in this clause (or as to such sums referred to in
                    clause 10.1), as determined by a merchant or investment
                    bank (acting as an expert and not as arbitrator) selected
                    by the Note Trustee and approved by the Issuer Trustee or,
                    failing such approval, nominated by the President for the
                    time being of the New South Wales Law Society. The
                    expenses involved in such nomination and such merchant
                    bank's fee shall be paid by the Issuer Trustee. The
                    determination of such merchant or investment bank shall be
                    conclusive and binding on the Issuer Trustee, the Note
                    Trustee and the [Noteholders of Class/Classes of US
                    Notes].

Expenses
               10.3 The Issuer Trustee shall also, on each Payment Date, pay
                    all costs, charges, liabilities and expenses properly
                    incurred by the Note Trustee (except for any overhead or
                    general operating expenses incurred by the Note Trustee)
                    in the preparation and execution of this deed and the
                    performance of its functions under this deed including,
                    but not limited to, legal expenses in connection with any
                    legal proceedings properly brought by the Note Trustee
                    against the Issuer Trustee to enforce any provision of
                    this deed, the [Class/Classes of US Notes], and any stamp,
                    documentary, registration or other taxes or duties
                    including any GST paid by the Note Trustee in connection
                    with those documents and its supply of services.

Indemnity
               10.4 Subject to clause 23, the Issuer Trustee shall indemnify
                    the Note Trustee in respect of all liabilities and
                    expenses properly incurred by it or by anyone appointed by
                    it or to whom any of its functions may be delegated by it
                    in the carrying out of its functions and against any loss,
                    liability, cost, claim, action, demand or expense
                    (including, but not limited to, all proper costs, charges
                    and expenses paid or incurred in disputing or defending
                    any of the foregoing) which any of them may incur or which
                    may be made against any of them arising out of or in
                    relation to or in connection with, its appointment or the
                    exercise of its functions.

Continuing effect
               10.5 Clauses 10.3 and 10.4 will continue in full force and
                    effect as regards the Note Trustee even if it no longer is
                    Note Trustee.


11   Supplemental Provisions
--------------------------------------------------------------------------------
Liability to Account
               11.1 The Note Trustee is under no obligation to account to any
                    Interested Person for any moneys received pursuant to this
                    deed or any other Transaction Document other than those
                    received by the Note Trustee from the Issuer Trustee or
                    received or recovered by the Note Trustee under this deed
                    or any other Transaction Document, subject always to such
                    deductions and withholdings by the Note Trustee as are
                    authorised by this deed. Obligations of the Note Trustee
                    to any Interested Person or any other person under or in
                    connection with this deed can only be enforced against the
                    Note Trustee to the extent to which they can be satisfied
                    out of such moneys in accordance with this deed.

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                                                                              20
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[Class/Classes of US Notes]
               11.2 The Note Trustee is not responsible for the receipt or
                    application of the proceeds of issue of any of the
                    [Class/Classes of US Notes] or (except when acting as
                    [Registrar of the Class/Classes of US Notes] and to the
                    extent specifically provided in this deed or the Agency
                    Agreement) for the exchange, transfer or cancellation of
                    any Note.

Advice
               11.3 The Note Trustee may act on the opinion or advice of, or
                    information obtained from, any expert (including any
                    lawyer, valuer, accountant, banker, broker, credit-rating
                    agency or lead manager) and shall not be responsible to
                    anyone for any loss occasioned by so acting to the extent
                    it conforms with any applicable requirements of this deed
                    or the TIA. Any such opinion, advice or information may be
                    sent or obtained by letter, telex, telegraph, cable or fax
                    and the Note Trustee shall not be liable to anyone for
                    acting in good faith on any opinion, advice or information
                    purporting to be conveyed by such means even if it
                    contains some error or is not authentic.

Note Trustee to assume performance
               11.4 The Note Trustee need not notify anyone of the execution
                    of this deed or any other Transaction Document or any
                    transaction contemplated by them or do anything to find
                    out if an Event of Default has occurred in respect of the
                    Trust. Until it has actual knowledge or express notice to
                    the contrary, the Note Trustee may assume that no such
                    event has occurred and that the Issuer Trustee and each
                    other party to the Transaction Documents is performing all
                    its obligations under this deed and the [Class/Classes of
                    US Notes].

Resolutions of [Noteholders of Class/Classes of US Notes]
               11.5 The Note Trustee shall not be responsible for having acted
                    in good faith on a resolution purporting to have been
                    passed at a meeting of [Noteholders of Class/Classes of US
                    Notes] in respect of which minutes have been made and
                    signed even if it is later found that there was a defect
                    in the constitution of the meeting or the passing of the
                    resolution or that the resolution was not valid or binding
                    on the [Noteholders of Class/Classes of US Notes].

Reliance
               11.6 Subject to clause 15.2(b), the Note Trustee is, for any
                    purpose and at any time, entitled to rely on, act upon,
                    accept and regard as conclusive and sufficient (without
                    being in any way bound to call for further evidence or
                    information or being responsible for any loss that may be
                    occasioned by such reliance, acceptance or regard) any of
                    the following:

                    (a)  any information, report, balance sheet, profit and
                         loss account, certificate or statement supplied by
                         the Issuer Trustee, the Security Trustee, or the
                         Global Trust Manager or by an officer, auditor or
                         solicitor of the Issuer Trustee, the Security
                         Trustee, or the Global Trust Manager;

                    (b)  any information or statement provided to it in
                         relation to the [Class/Classes of US Notes], the
                         [Noteholders of Class/Classes

<PAGE>

                                                                              21
--------------------------------------------------------------------------------
                         of US Notes] or the [Owners of Class/Classes of US
                         Notes] by the Depository or its nominee;

                    (c)  all statements (including statements made or given to
                         the best of the maker's knowledge and belief or
                         similarly qualified) contained in any information,
                         report, balance sheet, profit and loss account,
                         certificate, opinion or statement given pursuant to
                         or in relation to this deed, the Master Security
                         Trust Deed, the Deed of Charge in respect of the
                         Trust, the Master Trust Deed or the Supplemental Deed
                         in respect of the Trust provided the Note Trustee
                         shall examine, where applicable, the evidence
                         furnished to it pursuant to any provision of this
                         deed to determine whether or not such evidence
                         conforms to the requirements of this deed;

                    (d)  all accounts supplied to the Note Trustee pursuant to
                         this deed and all reports of the Auditor supplied to
                         the Note Trustee pursuant to this deed; and

                    (e)  notices and other information supplied to the Note
                         Trustee under this deed,

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

Certificate signed by Authorised Person
               11.7 If the Note Trustee, in the exercise of its functions,
                    requires to be satisfied or to have information as to any
                    fact or the expediency of any act, it may call for and
                    accept as sufficient evidence of that fact or the
                    expediency of that act a certificate signed by an
                    Authorised Person of the Issuer Trustee or the Global
                    Trust Manager as to that fact or to the effect that, in
                    their opinion, that act is expedient and the Note Trustee
                    need not call for further evidence and shall not be
                    responsible for any loss occasioned by acting on such a
                    certificate. Nothing in this clause 11.7 is to be
                    construed as either limiting the Note Trustee's right to
                    call for such evidence, in its discretion, and to exercise
                    its powers under this deed so to do or permitting the Note
                    Trustee to rely on evidence of compliance with conditions
                    precent where such reliance is not permitted by section
                    314 of the TIA.

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

Deposit of documents
               11.9 The Note Trustee may deposit this deed and any other
                    documents with any bank or entity whose business includes
                    the safe custody of

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                                                                              22
--------------------------------------------------------------------------------
                    documents or with any lawyer or firm of lawyers believed
                    by it to be of good repute and may pay all sums due in
                    respect thereof.

Discretion
              11.10 The Note Trustee shall have absolute and uncontrolled
                    discretion as to the exercise of its functions and shall
                    not be responsible for any loss, liability, cost, claim,
                    action, demand, expense or inconvenience which may result
                    from their exercise or non-exercise except where it arises
                    from the Note Trustee's fraud, negligence or breach of
                    trust.

Agents
              11.11 Whenever it considers it expedient in the interests of
                    the [Noteholders of Class/Classes of US Notes], the Note
                    Trustee may, in the conduct of its trust business, instead
                    of acting personally, employ and pay an agent selected by
                    it, whether or not a lawyer or other professional person,
                    to transact or conduct, or concur in transacting or
                    conducting, any business and to do or concur in doing all
                    acts required to be done by the Note Trustee (including
                    the receipt and payment of money). The Note Trustee
                    remains liable for the acts or omissions of an agent
                    except where the Note Trustee has acted in good faith and
                    without negligence or breach of trust in relation to the
                    appointment of the agent. The Note Trustee is not bound to
                    supervise the proceedings or acts of any such agent.

Delegation
              11.12 Whenever it considers it expedient in the interests of
                    the [Noteholders of Class/Classes of US Notes], the Note
                    Trustee may delegate to any person on any terms (including
                    power to sub-delegate) all or any of its functions. The
                    Note Trustee remains liable for the acts or omissions of a
                    delegate except where the Note Trustee has acted in good
                    faith and without negligence or breach of trust in
                    relation to the appointment of the delegate. The Note
                    Trustee shall not have any obligation to supervise such
                    delegate or be responsible for any loss, liability, cost,
                    claim, action, demand or expense incurred by reason of any
                    misconduct or default by any such delegate or
                    sub-delegate.

Application to Court
              11.13 The Note Trustee may, whenever it thinks it expedient in
                    the interests of the [Noteholders of Class/Classes of US
                    Notes], apply to any court for directions in relation to
                    any question of law or fact arising either before or after
                    an Event of Default in respect of the Trust and assent to
                    or approve any applications of any [Noteholder of the
                    Class/Classes of US Note], the Issuer Trustee or the
                    Global Trust Manager.

Interests of [Noteholders of Class/Classes of US Notes]
              11.14 In connection with the exercise by it of any of its
                    trusts, powers, authorities and discretions under this
                    deed or any other Transaction Document (including, without
                    limitation, any modification, waiver, authorisation or
                    determination), the Note Trustee must where it is required
                    to have regard to the interests of the [Noteholders of
                    Class/Classes of US Notes], have regard to the general
                    interests of the [Noteholders of Class/Classes of US
                    Notes]. The Note Trustee will not

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                                                                              23
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                    incur any liability to any [Noteholder of the
                    Class/Classes of US Note] as a result of the Note Trustee
                    giving effect to this clause.

Assumption as to Prejudice
              11.15 The Note Trustee is entitled to assume, for the purposes
                    of exercising any power, trust, authority, duty or
                    discretion under or in relation to the [Class/Classes of
                    US Notes], this deed or any other Transaction Document in
                    respect of the Trust, that such exercise will not be
                    materially prejudicial to the interest of the [Noteholders
                    of Class/Classes of US Notes] if each Current Rating
                    Agency has confirmed in writing that such exercise will
                    not result in the reduction, qualification or withdrawal
                    of the credit rating then assigned by it to the
                    [Class/Classes of US Notes] (but nothing in this clause is
                    to be construed as requiring the Note Trustee to obtain
                    such confirmation).

Ratings
              11.16 Except as otherwise provided in this deed or any other
                    Transaction Document in respect of the Trust, the Note
                    Trustee has no responsibility for the maintenance of any
                    rating of the [Class/Classes of US Notes] by any Current
                    Rating Agency or any other person.

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

Defect in Security
              11.18 The Note Trustee is not bound or concerned to examine or
                    enquire into nor is it liable for any defect in or failure
                    to perfect any Security Interest created or purported to
                    be created by the Master Security Trust Deed or the Deed
                    of Charge in respect of the Trust and the Note Trustee may
                    accept without enquiry, requisition or objection such
                    title as the Security Trustee may have to the Secured
                    Property in respect of the Trust or any part thereof from
                    time to time and shall not be bound to investigate or make
                    any enquiry into the title of the Security Trustee or the
                    Secured Property in respect of the Trust or any part
                    thereof from time to time.

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                                                                              24
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[Noteholders of Class/Classes of US Notes] Responsible
              11.19 Each [Noteholder of the Class/Classes of US Note] is
                    solely responsible for making its own independent
                    appraisal of and investigation into the financial
                    condition, creditworthiness, condition, affairs, status
                    and, nature of the Issuer Trustee and the Trust and the
                    Note Trustee does not at any time have any responsibility
                    for the same and no [Noteholder of the Class/Classes of US
                    Note] may rely on the Note Trustee in respect of such
                    appraisal and investigation.

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

No liability for breach
              11.21 The Note Trustee is not to be under any liability
                    whatsoever for a failure to take any action in respect of
                    any breach by the Issuer Trustee of its duties as trustee
                    of the Trust of which the Note Trustee is not aware or in
                    respect of any Event of Default in respect of the Trust of
                    which the Note Trustee is not aware.

Dispute or ambiguity
              11.22 In the event of any dispute or ambiguity as to the
                    construction or enforceability of this deed or any other
                    Transaction Document in respect of the Trust, or the Note
                    Trustee's powers or obligations under or in connection
                    with this deed or the determination or calculation of any
                    amount or thing for the purpose of this deed or the
                    construction or validity of any direction from
                    [Noteholders of Class/Classes of US Notes], provided the
                    Note Trustee is using reasonable endeavours to resolve
                    such ambiguity or dispute, the Note Trustee, in its
                    absolute discretion, may (but will have no obligation to)
                    refuse to act or refrain from acting in relation to
                    matters affected by such dispute or ambiguity.

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

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                                                                              25
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Forged [Class/Classes of US Notes]
              11.24 The Note Trustee shall not be liable to the Issuer
                    Trustee or any [Noteholder of the Class/Classes of US
                    Note] by reason of having accepted as valid or not having
                    rejected any Note purporting to be such and later found to
                    be forged or not authentic.

Confidentiality
              11.25 Unless ordered to do so by a court of competent
                    jurisdiction, the Note Trustee shall not be required to
                    disclose to any [Noteholder of the Class/Classes of US
                    Note] or Unitholder any confidential financial or other
                    information made available to the Note Trustee by the
                    Issuer Trustee.

Disclosure
              11.26 Subject to this deed, any applicable laws and any duty of
                    confidentiality owed by any Interested Person to any other
                    person, the Note Trustee may, for the purpose of meeting
                    its obligations under this deed, disclose to any
                    [Noteholder of the Class/Classes of US Note] any
                    confidential, financial or other information made
                    available to the Note Trustee by an Interested Person or
                    any other person in connection with this deed.

Determinations conclusive
              11.27 As between itself and the [Noteholders of Class/Classes
                    of US Notes], the Note Trustee may determine all questions
                    and doubts arising in relation to any of the provisions of
                    this deed or the [Conditions of the Class/Classes of US
                    Notes]. Such determinations, whether made upon such a
                    question actually raised or implied in the acts or
                    proceedings of the Note Trustee, shall be conclusive and
                    shall bind the Note Trustee and the [Noteholders of
                    Class/Classes of US Notes].

Currency conversion
              11.28 Subject to the [Conditions of the Class/Classes of US
                    Notes], the Master Security Trust Deed, and the Deed of
                    Charge in respect of the Trust, where it is necessary or
                    desirable to convert any sum from one currency to another,
                    it shall (unless otherwise provided hereby or required by
                    law) be converted at such rate or rates, in accordance
                    with such method and as at such date as may reasonably be
                    specified by the Note Trustee but having regard to current
                    rates of exchange, if available. Any rate, method and date
                    so specified shall be binding on the Issuer Trustee,
                    Global Trust Manager and the [Noteholders of Class/Classes
                    of US Notes].

[Class/Classes of US Notes] held by the Issuer Trustee etc
              11.29 In the absence of actual knowledge or express notice to
                    the contrary, the Note Trustee may assume without enquiry
                    that no [Class/Classes of US Notes] are for the time being
                    held by or on behalf of the Issuer Trustee.

Legal opinions
              11.30 Subject to the requirements of the TIA imposed on the
                    Note Trustee in relation to opinions, the Note Trustee
                    shall not be responsible to any person for failing to
                    request, require or receive any legal opinion relating to
                    any [Class/Classes of US Notes] or for checking or
                    commenting upon the content of any such legal opinion.

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                                                                              26
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No liability for tax on payments
              11.31 The Note Trustee has no responsibility whatsoever to any
                    [Noteholder of the Class/Classes of US Note] or any other
                    person in relation to any deficiency in a payment by the
                    Note Trustee to any [Noteholders of Class/Classes of US
                    Notes] if that deficiency arises as a result of the Note
                    Trustee or the Issuer Trustee being subject to any Tax in
                    respect of that payment, the Secured Property in respect
                    of the Trust, the Master Security Trust Deed, this deed or
                    any income or proceeds from them.

Powers additional
              11.32 The powers conferred upon the Note Trustee by this deed
                    are in addition to its powers under general law.


12   Note Trustee liable for negligence
--------------------------------------------------------------------------------
                    If the Note Trustee fails to show the degree of care and
                    diligence required of it as trustee having regard to the
                    provisions of this deed and the mandatory provisions of
                    the TIA conferring on it any trusts, powers, authorities
                    or discretions, nothing in this deed shall relieve or
                    indemnify it from or against any liability which would
                    otherwise attach to it in respect of any fraud, negligence
                    or breach of trust of which it may be guilty.


13   Waiver
--------------------------------------------------------------------------------
Waiver
                    The Note Trustee may, without the consent of the
                    [Noteholders of Class/Classes of US Notes] and without
                    prejudice to its rights in respect of any subsequent
                    breach, from time to time and at any time, if in its
                    opinion the interests of the [Noteholders of Class/Classes
                    of US Notes] will not be materially prejudiced thereby,
                    waive or authorise, on such terms as seem expedient to it,
                    any breach or proposed breach by the Issuer Trustee of
                    this deed or the [Conditions of the Class/Classes of US
                    Notes] provided that the Note Trustee shall not do so in
                    contravention of an express direction given by an
                    Extraordinary Resolution of the [Noteholders of
                    Class/Classes of US Notes] or a request made pursuant to
                    Condition 10.1. No such direction or request will affect a
                    previous waiver, authorisation or determination. Any such
                    waiver, authorisation or determination shall be binding on
                    the [Noteholders of Class/Classes of US Notes] and, if the
                    Note Trustee so requires, will be notified to the
                    [Noteholders of Class/Classes of US Notes] as soon as
                    practicable.

14   Note Trustee not precluded from entering into contracts
--------------------------------------------------------------------------------
                    The Note Trustee and any other person (including any
                    director or officer of the Note Trustee), whether or not
                    acting for itself, may acquire, hold or dispose of any
                    [Class/Classes of US Note] or other security (or any
                    interest therein) of the Issuer Trustee or any other
                    person, may enter into or be interested in any contract or
                    transaction with the Issuer Trustee or any other party to
                    a Transaction Document in respect of the Trust and may act
                    on, or as depository or agent for, any committee or body
                    of

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                                                                              27
--------------------------------------------------------------------------------
                    holders of any securities of any such person in each case
                    with the same rights as it would have had if the Note
                    Trustee were not acting as Note Trustee and need not
                    account for any profit or commission received in
                    connection with such arrangements. This clause 14 only
                    applies if the Note Trustee is subject to section 311(a)
                    of the TIA.


15   Duties of Note Trustee
--------------------------------------------------------------------------------
Note Trustee's General Duties
               15.1 The Note Trustee must comply with the duties imposed on it
                    by this deed, the [Class/Classes of US Notes] (including
                    the [Conditions of the Class/Classes of US Notes]) and
                    each other Transaction Document in respect of the Trust to
                    which it is a party and must in the exercise of all
                    discretions vested in it by this deed and all other
                    Transaction Documents in respect of the Trust except where
                    expressly provided otherwise, have regard to the interest
                    of the [Noteholders of Class/Classes of US Notes].

Duties prior to an Event of Default
               15.2 Prior to an Event of Default in respect of the Trust:

                    (a)  the Note Trustee shall not be liable except for the
                         performance of such duties as are specifically set
                         out in this deed, the [Class/Classes of US Notes]
                         (including the [Conditions of the Class/Classes of US
                         Notes]) or any other Transaction Document in respect
                         of the Trust to which it is a party and no implied
                         covenants or obligations on the part of the Note
                         Trustee are to be read into this deed (subject to the
                         mandatory requirements of the TIA); and

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

Duties following an Event of Default
               15.3 If an Event of Default has occurred in respect of the
                    Trust and is subsisting, 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.

Certain Limitations of Liability where Acting in Good Faith
               15.4 The Note Trustee shall not be liable under this deed or
                    any Transaction Document in respect of the Trust for any
                    error of judgment made in good faith by an Authorised
                    Person of the Note Trustee unless it is proved that the
                    Note Trustee was negligent in ascertaining the pertinent
                    facts.

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                                                                              28
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Note Trustee Not Relieved of Liability for Negligence
               15.5 Subject to clauses 15.2 and 15.4, nothing in this deed
                    will relieve the Note Trustee from liability for its own
                    negligent action, its own negligent failure to act or its
                    own breach of trust. Section 315(d)(3) of the TIA is
                    expressly excluded by this deed.

Preferred Collection of Claims Against Issuer Trustee
               15.6 The Note Trustee must comply with section 311(a) of the
                    TIA and the rules thereunder other than with respect to
                    any creditor relationship excluded from the operation of
                    section 311(a) by section 311(b) of the TIA. Following its
                    retirement or removal pursuant to clause 18, the Note
                    Trustee will remain subject to section 311(a) of the TIA
                    to the extent required by the TIA.

Compliance with Section 310 of the TIA
               15.7 (Section 310(a) of TIA): The Note Trustee must ensure that
                    it at all times satisfies the requirements of section
                    310(a) of the TIA.

               15.8 (Capital): Without limiting the foregoing, the Note
                    Trustee must ensure that it all times has a combined
                    capital and surplus (as those terms are used in the TIA)
                    of at least US$50,000,000 as set forth in its most recent
                    published annual report of condition.

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

Transaction Documents
              15.10 The Note Trustee must make available at the Note
                    Trustee's registered office for inspection by [Noteholders
                    of Class/Classes of US Notes] a copy of each Transaction
                    Document in accordance with Condition 11 (provided that
                    the Note Trustee will not be in default of its obligations
                    pursuant to this clause 15.10 in respect of any
                    Transaction Document, other than a Transaction Document to
                    which the Note Trustee in respect of the Trust is a party,
                    a copy of which has not been provided to the Note Trustee.


16   Amendment
--------------------------------------------------------------------------------
Amendment by Note Trustee
               16.1 Subject to this clause 16 and to any approval required by
                    law, the Note Trustee, the Global Trust Manager and the
                    Issuer Trustee may together agree, without the consent of
                    any [Noteholders of Class/Classes of US Notes], by way of
                    supplemental deed to alter, add to or modify any provision
                    of this deed or the [Class/Classes of US Notes] (including
                    the [Conditions of the Class/Classes of US Notes]) so long
                    as such alteration, addition or modification is not a
                    Payment Modification and such alteration, addition or
                    revocation in the opinion of the Note Trustee:

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                                                                              29
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                    (a)  (Necessary or expedient) is necessary or expedient to
                         comply with the provisions of any statute or with the
                         requirements of any Governmental Agency;

                    (b)  (Manifest error) is made to correct a manifest error
                         or ambiguity, or is to correct inconsistency between
                         the provisions of any Transaction Document and the
                         description of the provisions thereof in the related
                         prospectus, or is of a formal, technical or
                         administrative nature only;

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

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

                        (i)   is not in the opinion of the Note Trustee
                              likely, upon coming into effect, to be
                              materially prejudicial to the interests of
                              [Noteholders of Class/Classes of US Notes]; or

                        (ii)  if it is in the opinion of the Note Trustee
                              likely, upon coming into effect, to be
                              materially prejudicial to the interests of
                              [Noteholders of Class/Classes of US Notes], the
                              consent of an Extraordinary Resolution of the
                              [Noteholders of Class/Classes of US Notes] to
                              the alteration, addition or resolution has been
                              obtained. For the purpose of determining whether
                              there has been an Extraordinary Resolution of
                              the [Noteholders of Class/Classes of US Notes]
                              consenting to an alteration, addition or
                              revocation, [Class/Classes of US Notes] which
                              are beneficially owned by the Issuer Trustee or
                              the Global Trust Manager or by any person
                              directly or indirectly controlling or controlled
                              by or under direct or indirect common control
                              with the Issuer Trustee or the Global Trust
                              Manager, shall be disregarded,

                         provided that the Note Trustee, the Global Trust
                         Manager and the Issuer Trustee may not alter, add to
                         or modify any provision of this deed or the
                         [Class/Classes of US Notes] unless the Global Trust
                         Manager has notified each Current Rating Agency 5
                         Business Days in advance.

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                                                                              30
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Amendments requiring consent of all [Noteholders of Class/Classes of US Notes]
               16.2 The Note Trustee, the Global Trust Manager and the Issuer
                    Trustee may together agree by way of supplemental deed to
                    make or effect a Payment Modification to this deed or the
                    [Class/Classes of US Notes] (including the [Conditions of
                    the Class/Classes of US Notes]) if, and only if, the
                    consent has first been obtained of each [Noteholder of the
                    Class/Classes of US Note] to such Payment Modification.

Compliance with TIA
               16.3 Any supplemental deed altering, adding to or revoking any
                    provision of this deed or the [Class/Classes of US Notes]
                    (including the [Conditions of the Class/Classes of US
                    Notes]) referred to in this clause 16 must conform, to the
                    extent applicable, with the requirements of the TIA.

No Current Rating Agency downgrade
               16.4 The Note Trustee will be entitled to assume that any
                    proposed alteration, addition or revocation, other than a
                    Payment Modification, will not be materially prejudicial
                    to the interests of [Noteholders of Class/Classes of US
                    Notes] if each Current Rating Agency confirms in writing
                    that if the alteration, addition or revocation is effected
                    this will not lead to a reduction, qualification or
                    withdrawal of the then rating given to the [Class/Classes
                    of US Notes] by the Current Rating Agency.

Distribution of amendments
               16.5 Unless the Note Trustee agrees otherwise, the Global Trust
                    Manager on behalf of the Issuer Trustee must distribute to
                    all [Noteholders of Class/Classes of US Notes] a copy of
                    any amendment made pursuant to this clause 16 as soon as
                    reasonably practicable after the amendment has been made.

Amendments binding on [Noteholders of Class/Classes of US Notes]
               16.6 Any alteration, addition or revocation of a provision of
                    this deed or the [Class/Classes of US Notes] made pursuant
                    to this clause 16 is binding on all [Noteholders of
                    Class/Classes of US Notes].


17   Reports
--------------------------------------------------------------------------------
Reports by Note Trustee
               17.1 If so required by section 313(a) of the TIA, the Note
                    Trustee shall provide to each [Noteholder of the
                    Class/Classes of US Note], and such other persons as the
                    Note Trustee is required by section 313(c) of the TIA to
                    provide, at intervals of not more than 12 months
                    (commencing as from the Closing Date) a brief report of
                    the events referred to in section 313(a) of the TIA that
                    have occurred within the preceding 12 months and shall
                    provide such additional reports to [Noteholders of
                    Class/Classes of US Notes], and such other persons as the
                    Note Trustee is required by section 313(c) of the TIA to
                    provide reports to, as are required by section 313(b) of
                    the TIA at the times specified in that section. A copy of
                    each such report at the time of its provision to
                    [Noteholders of Class/Classes of US Notes] must be copied
                    to the Issuer Trustee and the Global Trust Manager and
                    must be filed by the Note

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                                                                              31
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                    Trustee with the Commission and each stock exchange, if
                    any, on which the [Class/Classes of US Notes] are listed.

Reports by Global Trust Manager
               17.2 The Global Trust Manager covenants that it will:

                    (a)  (Copy Securities Exchange Act Reports to Note
                         Trustee) file:

                        (i)   with the SEC at such times as are required under
                              the Exchange Act; and

                        (ii)  with the Note Trustee, within 15 days after it
                              is required to file the same with the SEC,

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

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

                    (c)  (Summaries to [Noteholders of Class/Classes of US
                         Notes]) transmit to [Noteholders of Class/Classes of
                         US Notes], and such other persons as are required by
                         section 314(a)(3) of the TIA, such summaries of any
                         information, documents and reports required to be
                         filed by the Global Trust Manager pursuant to clauses
                         17.2(a) and (b) as may be required by rules and
                         regulations prescribed from time to time by the SEC.

Restricted Securities
               17.3 The Issuer Trustee and the Global Trust Manager each
                    severally covenants that it will forthwith notify the Note
                    Trustee if, at any time, after the Closing Date, any
                    [Class/Classes of US Notes] become "restricted securities"
                    (as defined in Rule 144(a)(3) of the Securities Act of
                    1933 of the United States of America) and during any
                    period during which the Issuer Trustee or the Global Trust
                    Manager is neither subject to Sections 13 or 15(d) of the
                    Exchange Act nor exempt from reporting pursuant to Rule
                    12g3-2(d) under the Exchange Act, make available to each
                    holder of those [Class/Classes of US Notes] in connection
                    with any

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                                                                              32
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                    resale of those [Class/Classes of US Notes] and to any
                    prospective purchaser of the [Class/Classes of US Notes]
                    from that holder, in each case upon request, the
                    information specified in and meeting the requirements of
                    Rule 144(A)(d)(4) under the Securities Act.


18   Appointment, retirement and removal of the Note Trustee
--------------------------------------------------------------------------------
Appointment
               18.1 The Issuer Trustee has the power to appoint new note
                    trustees but no-one may be so appointed unless previously
                    approved by an Extraordinary Resolution of the
                    [Noteholders of Class/Classes of US Notes]. The Issuer
                    Trustee may not appoint a new Note Trustee if such
                    appointment would result in the suspension, reduction,
                    qualification or withdrawal of a rating assigned to any of
                    the [Class/Classes of US Notes] by any Current Rating
                    Agency. Any appointment of a new Note Trustee shall be
                    notified by the Issuer Trustee to the [Noteholders of
                    Class/Classes of US Notes] and each Current Rating Agency
                    as soon as practicable. Any new Note Trustee must
                    forthwith execute a deed on substantially the same terms
                    as this deed.

Retirement of Note Trustee
               18.2 The Note Trustee covenants that it will retire as Note
                    Trustee if:

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

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

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

                    (d)  ([Noteholders of Class/Classes of US Notes] require
                         retirement): it is so directed by the Extraordinary
                         Resolution of the [Noteholders of Class/Classes of US
                         Notes];

                    (e)  (Breach of duty): it fails to comply with any of its
                         obligations under any Transaction Document with
                         respect to the applicable Trust and the Issuer
                         Trustee and the Global Trust Manager determines that
                         this failure has had, or if continued, will have, an
                         Adverse Effect, and if capable of remedy, the Note
                         Trustee does not remedy this failure within 14 days
                         after the earlier of the following:

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

                        (ii)  receipt by the Note Trustee of written notice
                              with respect to this failure from either the
                              Issuer Trustee or the Global Trust Manager; and

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                                                                              33
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                        (iii) the Note Trustee fails to satisfy any obligation
                              imposed on it under the TIA with respect to a
                              Trust or this deed; or

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

                    (g)  there is an Event of Default in respect of the Trust
                         which requires the Note Trustee to resign by virtue
                         of its obligations under the TIA.

Removal by Issuer Trustee
               18.3 If the Note Trustee refuses to retire, the Issuer Trustee
                    at the direction of the Global Trust Manager is entitled
                    to remove the Note Trustee from office immediately by
                    notice in writing to the Note Trustee if any event
                    referred to in clause 18.2 has occurred. On the retirement
                    or removal of the Note Trustee under the provisions of
                    clause 18.2 or this clause 18.3:

                    (a)  (notify Current Rating Agencies): the Issuer Trustee
                         must promptly notify each Current Rating Agency of
                         such retirement or removal; and

                    (b)  (appoint substitute note trustee): subject to any
                         approval required by law, the Issuer Trustee is
                         entitled to and must use reasonable endeavours to
                         appoint in writing some other Eligible Trust
                         Corporation that is approved by each Current Rating
                         Agency to be the substitute note trustee and whose
                         appointment is confirmed by each Current Rating
                         Agency not to result in the suspension, reduction,
                         qualifications or withdrawal of a rating assigned by
                         them to any of the [Class/Classes of US Notes].

Note Trustee may Retire
               18.4 The Note Trustee may retire at any time as trustee under
                    this deed upon giving 3 months (or such lesser time as the
                    Global Trust Manager, the Issuer Trustee and the Note
                    Trustee agree) notice in writing to the Issuer Trustee,
                    the Global Trust Manager, the Security Trustee and each
                    Current Rating Agency, without giving any reason and
                    without being responsible for any liabilities incurred by
                    reason of such retirement provided that such retirement is
                    in accordance with this deed, provided further that no
                    such period of notice of retirement may expire within the
                    period of 30 days preceding each Payment Date. Upon such
                    retirement, the Note Trustee, subject to any approval
                    required by law, may appoint in writing any other Eligible
                    Trust Corporation that is approved by the Global Trust
                    Manager, which approval must not be unreasonably withheld
                    by the Global Trust Manager, as Note Trustee in its stead
                    and whose appointment is confirmed by each Current Rating
                    Agency not to result in an Adverse Rating Effect in
                    respect of the [Class/Classes of US Notes]. If the Note
                    Trustee does not propose a replacement by the date

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                                                                              34
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                    which is 1 month prior to the date of its proposed
                    retirement, the Global Trust Manager is entitled to
                    appoint a Substitute Note Trustee, which must be an
                    Eligible Trust Corporation that is approved by each
                    Current Rating Agency, as of the date of the proposed
                    retirement.

Appointment of substitute note trustee by [Noteholders of Class/Classes of
US Notes]
               18.5 Notwithstanding clauses 18.2, 18.3 and 18.4, no retirement
                    or removal of the Note Trustee will be effective until a
                    substitute note trustee has been appointed in its place.
                    If a substitute note trustee has not been appointed under
                    clauses 18.2, 18.3 and 18.4 at a time when the position of
                    Note Trustee would, but for this clause 18.5, become
                    vacant in accordance with those clauses, the Issuer
                    Trustee must promptly advise the [Noteholders of
                    Class/Classes of US Notes] who may appoint an Eligible
                    Trust Corporation nominated to act as Note Trustee.

Successor to Note Trustee
               18.6 On the execution by the Issuer Trustee, the Global Trust
                    Manager and any successor note trustee of an instrument
                    effecting the appointment of that successor note trustee,
                    that successor note trustee accepts the appointment and
                    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 in respect of
                    the Trust 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.

               18.7 Any corporation:

                    (a)  into which the Note Trustee is merged;

                    (b)  with which the Note Trustee is consolidated;

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

                    (d)  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, 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 Issuer
                    Trustee or the Global Trust Manager, and after that
                    effective date all references in this deed to the Note
                    Trustee shall be references to that corporation.

               18.8 If no other person can be found to act as Note Trustee,
                    the [Noteholders of Class/Classes of US Notes] may elect a
                    Note Trustee from among the holders of the [Class/Classes
                    of US Notes] (if any [Class/Classes of US Notes] are
                    outstanding).

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                                                                              35
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Issuer Trustee and Global Trust Manager cannot be appointed
               18.9 Notwithstanding the preceding provisions of this clause
                    18, none of the Global Trust Manager, the Issuer Trustee,
                    any Support Facility Provider nor any of their Related
                    Entities may be appointed as Note Trustee.

No Limitation of TIA
               18.10 Nothing in this clause 18 is to be construed as limiting
                    any right of a [Noteholder of the Class/Classes of US
                    Note] to take any action to remove the Note Trustee in
                    accordance with section 310(b) of the TIA.


19   [Class/Classes of US Notes] held in Clearing Systems and Notices
--------------------------------------------------------------------------------
[Class/Classes of US Notes] held in Clearing Systems
               19.1 So long as any [Class/Classes of US Note] is held on
                    behalf of a Clearing System, in considering the interests
                    of [Noteholders of Class/Classes of US Notes], the Note
                    Trustee may have regard to any information provided to it
                    by such Clearing System or its operator as to the identity
                    (either individually or by category) of its accountholders
                    or participants with entitlements to any such
                    [Class/Classes of US Note] and may consider such interests
                    on the basis that such accountholders or participants were
                    the holder(s) thereof.

20   Currency indemnity
--------------------------------------------------------------------------------
Currency of account and payment
               20.1 U.S. Dollars is the sole currency of account and payment
                    for all sums payable by the Issuer Trustee under or in
                    connection with this deed and the [Class/Classes of US
                    Notes], including damages.

Extent of discharge
               20.2 Any amount received or recovered in a currency other than
                    U.S. Dollars (whether as a result of, or of the
                    enforcement of, a judgment or order of a court of any
                    jurisdiction, in the winding-up or dissolution of the
                    Issuer Trustee or otherwise), by the Note Trustee or any
                    [Noteholder of the Class/Classes of US Note] in respect of
                    any sum expressed to be due to it from the Issuer Trustee
                    shall only discharge the Issuer Trustee to the extent of
                    the U.S. Dollar amount which the recipient is able to
                    purchase with the amount so received or recovered in that
                    other currency on the date of that receipt or recovery
                    (or, if it is not practicable to make that purchase on
                    that date, on the first date on which it is practicable to
                    do so).

Indemnity
               20.3 If that U.S. Dollar amount is less than the U.S. Dollar
                    amount expressed to be due to the recipient under this
                    deed, the [Class/Classes of US Notes] the Issuer Trustee
                    shall indemnify it against any loss sustained by it as a
                    result. In any event, the Issuer Trustee shall (subject to
                    clause 23) indemnify the recipient against the cost of
                    making any such purchase.

Indemnity separate
               20.4 The indemnities in this clause 20 and in clause 10.5
                    constitute separate and independent obligations from the
                    other obligations in this deed, shall

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                                                                              36
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                    give rise to a separate and independent cause of action,
                    shall apply irrespective of any indulgence granted by the
                    Note Trustee and/or any [Noteholder of the Class/Classes
                    of US Note] and shall continue in full force and effect
                    despite any judgment, order, claim or proof for a
                    liquidated amount in respect of any sum due under this
                    deed, the [Class/Classes of US Notes] or any other
                    judgment or order.


21   Representations and warranties
--------------------------------------------------------------------------------
By the Issuer Trustee
               21.1 The Issuer Trustee represents and warrants to the Note
                    Trustee that:

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

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

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

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

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

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

                    (g)  (No breach): it is not in breach of any material
                         provision of the Master Trust Deed or the
                         Supplemental Deed in respect of the Trust.

By the Global Trust Manager
               21.2 The Global Trust Manager represents and warrants to the
                    Note Trustee that:

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                                                                              37
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                    (a)  (Due Incorporation): it is duly incorporated and has
                         the corporate power to own its property and to carry
                         on its business as is now being conducted;

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

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

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

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

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

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

                    (h)  (Compliance with TIA): this deed has been duly
                         qualified under the TIA; and

                    (i)  (No breach): it is not in breach of any material
                         provision of the Master Trust Deed or the
                         Supplemental Deed in respect of the Trust.

By the Note Trustee
               21.3 The Note Trustee represents and warrants to the Issuer
                    Trustee and the Global Trust Manager that:

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

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

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                                                                              38
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                    (c)  (Corporate power): it has the power and has taken all
                         corporate and other action required to enter into
                         this deed and to authorise the execution and delivery
                         of this deed and the performance of its obligations
                         under this deed;

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

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

                    (f)  (Authorisation): all consents, licences, approvals
                         and authorisations of every Governmental Agency
                         required to be obtained or made by the Note Trustee
                         in connection with the execution, delivery and
                         performance of this deed have been obtained or made
                         and are valid and subsisting;

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

                    (h)  (No Insolvency Event): no Insolvency Event has
                         occurred and is continuing in relation to the Note
                         Trustee; and

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


22   Notices
--------------------------------------------------------------------------------
Notices
               22.1 Subject to clauses 22.4, 22.5 and 22.6, any notice,
                    approval, consent or other communication in connection
                    with this deed:

                    (a)  must be given by an Authorised Person of the relevant
                         party;

                    (b)  must be in writing; and

                    (c)  must be left at the address of the addressee or sent
                         by prepaid ordinary post to the address of the
                         addressee or sent by facsimile to the facsimile
                         number of the addressee, or sent by e-mail to the
                         e-mail address of the addressee specified in clause
                         22.2 or any

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                                                                              39
--------------------------------------------------------------------------------
                         other address, facsimile number or e-mail address any
                         party may from time to time notify to the other
                         parties as its address for service of
                         communications pursuant to this deed.

Initial addresses
               22.2 The initial address and facsimile numbers of the Issuer
                    Trustee, the Global Trust Manager and the Note Trustee
                    are:

                         Issuer Trustee:

                         Address: [        ]
                         Facsimile:        [    ]
                         Attention:        [    ]
                         E-mail:           [    ]

                         Global Trust Manager:

                         Address:          Level 24
                                           500 Bourke Street
                                           Melbourne   VIC   3000
                         Facsimile:        [(613) 8641 0906]
                         Attention:        [Manager, Group Funding]
                         E-mail   :        [                         ]

                         Note Trustee:

                         Address:          [    ]
                         Facsimile:        [    ]
                         Attention:        [    ]
                         E-mail   :        [    ]

Time effective
               22.3 Unless a later time is specified in it, a notice,
                    approval, consent or other communication takes effect from
                    the time it is received.

Receipt
               22.4 A letter, e-mail or facsimile is taken to be received:

                    (a)  in the case of a posted letter, on the third
                         (seventh, if posted to or from a place outside
                         Australia) day after posting;

                    (b)  in the case of a facsimile, on production of a
                         transmission report by the machine from which the
                         facsimile was sent which indicates that the facsimile
                         was sent in its entirety to the facsimile number of
                         the recipient notified for the purpose of this
                         clause; and

                    (c)  in the case of an e-mail, on receipt by the sender of
                         an e-mail confirmation that the e-mail was delivered
                         in its entirety to the e-mail address of the
                         recipient.

                    However, if the time of deemed receipt of any notice is
                    not before 4.00 p.m. (local time at the address of the
                    recipient) on a Business Day it is

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                                                                              40
--------------------------------------------------------------------------------
                    deemed to have been received at the commencement of
                    business on the next following Business Day.

               22.5 Subject to clause 3.3(e), all notices with respect to the
                    [Noteholders of Class/Classes of US Notes] are valid if
                    despatched in accordance with, and will be regulated by,
                    the [Conditions of the Class/Classes of US Notes].


23   Limited recourse
--------------------------------------------------------------------------------

                    Clause 2 of the Definitions Schedule applies to this deed
                    as if set out in full in it (with any consequential
                    changes as are necessary to give effect to that clause in
                    this deed).


24   Termination
--------------------------------------------------------------------------------
                    At any time after the expiry of the latest period after
                    which the right to any payment of interest or principal
                    becomes void in accordance with the [Conditions of the
                    Class/Classes of US Notes], the Issuer Trustee may by
                    notice to the Note Trustee and copied to the Global Trust
                    Manager terminate the trust constituted by this deed.


25   Trust Indenture Act
--------------------------------------------------------------------------------
Certificates and opinions
               25.1 (a)  ([Conditions of the Class/Classes of US Notes]
                         Precedent) Upon any application or request by the
                         Issuer Trustee to the Note Trustee to take any
                         action under any provision of this deed, the
                         Issuer Trustee must furnish to the Note Trustee:

                        (i)   a certificate from two Authorised Persons of the
                              Issuer Trustee stating that all conditions
                              precedent, if any, provided for in this deed
                              relating to the proposed action have been
                              complied with;

                        (ii)  Counsel's Opinion stating that all such
                              conditions precedent, if any, have been complied
                              with; and

                        (iii) if required by the TIA, a certificate from an
                              accountant meeting the applicable requirements
                              of section 314(c)(3) of the TIA,

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

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

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                                                                              41
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                        (i)   of any property or securities to be released
                              from the Security Interest created by the Master
                              Security Trust Deed and the Deed of Charge in
                              respect of the Trust, where this is required by
                              section 314(d)(1) of the TIA;

                        (ii)  to the Issuer Trustee of any securities the
                              deposit of which with the Issuer Trustee is to
                              be made the basis for the release of any
                              property or securities subject to the Security
                              Interest created by the Master Security Trust
                              Deed and the Deed of Charge in respect of the
                              Trust, where this is required by section
                              314(d)(2) of the TIA; and

                        (iii) to the Issuer Trustee of any property the
                              subjection of which to the Security Interest
                              created by the Master Security Trust Deed and
                              the Deed of Charge in respect of the Trust is to
                              be made the basis for the release of any
                              property or securities subject to the Security
                              Interest created by the Master Security Trust
                              Deed and the Deed of Charge in respect of the
                              Trust, where this is required by section
                              314(d)(3) of the TIA,

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

                    (c)  (Form of certificates and options) Each certificate
                         or opinion with respect to compliance with a
                         condition or covenant provided for in this deed
                         (other than the certificate referred to in clause
                         7.1(d)(i)) shall include:

                        (i)   a statement that each signatory of such
                              certificate or opinion has read such covenant or
                              condition and the definitions used therein;

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

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

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

Undertaking for Costs
               25.2 (a)  (Undertaking) Subject to clause 25.2(b), all parties
                         to this deed agree, and each [Noteholder of the
                         Class/Classes of US Note]

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                                                                              42
--------------------------------------------------------------------------------
                         by such [Noteholder of the Class/Classes of US
                         Note]'s acceptance of the [Class/Classes of US Notes]
                         are deemed to have agreed, that any court may in its
                         discretion require, in any suit for the enforcement
                         of any right or remedy under this deed, or in any
                         suit against the 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)  (Exceptions)The provisions of clause 25.2(a) shall
                         not apply to:

                        (i)   any suit instituted by the Note Trustee;

                        (ii)  any suit instituted by any [Noteholder of the
                              Class/Classes of US Note], or group of
                              [Noteholders of Class/Classes of US Notes], in
                              each case holding in the aggregate
                              [Class/Classes of US Notes] with an Invested
                              Amount of more than 10% of the then aggregate
                              Invested Amount of all [Class/Classes of US
                              Notes]; or

                        (iii) any suit instituted by any [Noteholder of the
                              Class/Classes of US Note] for the enforcement of
                              the payment of principal or interest on any
                              [Class/Classes of US Note] on or after the
                              respective due dates expressed in such
                              [Class/Classes of US Note] and in this deed.

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

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

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                                                                              43
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Conflict with Trust Indenture Act
               25.5 The provisions of section 310 to 317 (inclusive) of the
                    TIA are incorporated into, are a part of and govern this
                    deed, whether or not contained in this deed, unless
                    expressly excluded by this deed in accordance with the
                    TIA. If any provision of this deed limits, qualifies or
                    conflicts with any provision that is deemed to be included
                    in this deed by virtue of any of the provisions of the
                    TIA, such provision deemed to be included in this deed
                    will prevail.


26   Miscellaneous
--------------------------------------------------------------------------------
Certificate
               26.1 A certificate signed by the Issuer Trustee, Global Trust
                    Manager or Note Trustee or its solicitors about a matter
                    or about a sum payable to the Issuer Trustee, the Global
                    Trust Manager or the Note Trustee in connection with this
                    deed or the Supplemental Deed is sufficient evidence of
                    the matter or sum stated in the certificate unless the
                    matter or sum is proved to be false.

Exercise of rights
               26.2 The Issuer Trustee, Global Trust Manager, Note Trustee or
                    an attorney appointed under this deed may exercise a
                    right, power or remedy at its discretion, and separately
                    or concurrently with another right, power or remedy. A
                    single or partial exercise of a right, power or remedy by
                    the person does not prevent a further exercise of that or
                    an exercise of any other right, power or remedy. Failure
                    by the person to exercise or delay in exercising a right,
                    power or remedy does not prevent its exercise. The person
                    with the right, power or remedy is not liable for any loss
                    caused by its exercise, attempted exercise, failure to
                    exercise or delay in exercising it except in the case of
                    its fraud or wilful default or, in the case of the Issuer
                    Trustee, Global Trust Manager or Note Trustee, negligence,
                    fraud or breach of trust.

Waiver and variation
               26.3 A provision of or a right created under this deed may not
                    be waived or varied except in writing signed by the party
                    or parties to be bound.

Supervening legislation
               26.4 Any present or future legislation which operates to vary
                    the obligations of the Issuer Trustee, Global Trust
                    Manager or Note Trustee in connection with this deed with
                    the result that the rights, powers or remedies of the
                    Issuer Trustee, Global Trust Manager or Note Trustee are
                    adversely affected (including, without limitation, by way
                    of delay or postponement) is excluded except to the extent
                    that its exclusion is prohibited or rendered ineffective
                    by law.

Approvals and consent
               26.5 The Issuer Trustee, the Global Trust Manager, Note Trustee
                    or an attorney appointed under this deed may give
                    conditionally or unconditionally or withhold its approval
                    or consent in its absolute discretion, unless this deed
                    expressly provides otherwise.

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                                                                              44
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Remedies cumulative
               26.6 The rights, powers and remedies provided in this deed are
                    cumulative with and not exclusive of the rights, powers or
                    remedies provided by law independently of this deed.

Indemnities
               26.7 Each indemnity in this deed is a continuing obligation,
                    separate and independent from the other obligations of the
                    Issuer Trustee, the Global Trust Manager and the Note
                    Trustee and survives termination of this deed. It is not
                    necessary for the Issuer Trustee, the Global Trust Manager
                    or the Note Trustee to incur expense or make payment
                    before enforcing a right of indemnity conferred by this
                    deed.

Time of the essence
               26.8 Time is of the essence in this deed in respect of an
                    obligation of the Issuer Trustee or Note Trustee to pay
                    money.

Receipts
               26.9 The receipt of a Receiver, or an Authorised Person of the
                    Issuer Trustee or Note Trustee, releases the person paying
                    money to the Receiver, the Issuer Trustee ore the Note
                    Trustee in connection with this deed from:

                    (a)  liability for the money paid or expressed to be
                         received; and

                    (b)  being concerned to see to its application or being
                         answerable or accountable for its loss or
                         misapplication.

Acknowledgment
               26.10 The parties acknowledge and agree that the Issuer
                    Trustee, the Global Trust Manager and the Note Trustee in
                    exercising their powers and discretions under this deed,
                    and in performing their obligations under this deed, must
                    act in accordance with their duties and obligations under
                    this deed and may exercise such powers and discretions as
                    provided in this deed and (without limitation) in forming
                    any opinion may obtain and act upon the advice of persons
                    who are not parties to this deed.

               26.11 The parties acknowledge that they are bound by the terms
                    of this deed.

Disclosure of information
               26.12 Subject to this deed, the Issuer Trustee and the Note
                    Trustee is not required (unless ordered so to do by a
                    court of competent jurisdiction) to disclose to any
                    Unitholder, Secured Creditor or any other person
                    confidential, financial or other information made
                    available to the Issuer Trustee and the Note Trustee in
                    connection with this deed.

Rights cumulative
               26.13 The rights, powers and remedies provided in this deed are
                    cumulative and not exclusive of the rights, powers or
                    remedies provided by law independently of this deed.

Signatures
               26.14 The Issuer Trustee, the Global Trust Manager and the Note
                    Trustee may rely on the validity of any signature on any
                    transfer, form of application or other instrument or
                    document unless the Issuer Trustee, the Global

<PAGE>

                                                                              45
--------------------------------------------------------------------------------
                    Trust Manager or the Note Trustee (as the case may be) has
                    reasonable grounds to believe that the signature is not
                    genuine. Neither the Issuer Trustee, the Global Trust
                    Manager nor the Note Trustee is liable to make good out of
                    its own funds any loss incurred by any person if a
                    signature is forged or otherwise fails to bind the person
                    whose signature it purports to be or on whose behalf it
                    purports to be made. Any such loss, subject to any right
                    of reimbursement from any other person (including the
                    Global Trust Manager) is to be borne by the relevant Trust
                    in respect of which the loss is incurred.

Meetings
               26.15 A reference in this deed to a meeting of Secured
                    Creditors of a Trust is a reference to a meeting of
                    Secured Creditors of the Trust conducted in accordance
                    with the provisions of the relevant Deed of Charge.

27   Governing law
--------------------------------------------------------------------------------
Governing Law
               27.1 This deed and each Trust are governed by the law in force
                    in the Australian Capital Territory and the rights,
                    liabilities and obligations of the Global Trust Manager,
                    the Issuer Trustee, the Note Trustee, the Unitholders and
                    the Secured Creditors are governed by the laws in force in
                    the Australian Capital Territory.

Submission to jurisdiction
               27.2 Each party irrevocably and unconditionally submits to the
                    non-exclusive jurisdiction of the courts of the Australian
                    Capital Territory and courts of appeal from them. Each
                    party waives any right it has to object to an action being
                    brought in those courts including, without limitation, by
                    claiming that the action has been brought in an
                    inconvenient forum or that those courts do not have
                    jurisdiction.

Service
               27.3 Without preventing any other mode of service, any document
                    in an action (including, without limitation, any writ of
                    summons or other originating process or any third or other
                    party notice) may be served on any party by being
                    delivered to or left for that party at its address for
                    service of notices under clause 22.


28   Counterparts
--------------------------------------------------------------------------------
                    This Note Trust Deed may consist of any numbers of
                    counterparts and all counterparts taken together will be
                    deemed to constitute one and the same instrument.

EXECUTED as a deed.

<PAGE>

                                                                              46
--------------------------------------------------------------------------------
Schedule 1                        Form of [Class/Classes of US Note]
--------------------------------------------------------------------------------

Registered                          CUSIP No:
No. R-                              ISIN No.:
                                    Common Code:


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

[The above paragraph is to appear in the [Class/Classes of Book Entry US
Notes] only.]

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

                       [NAME AND ABN OF ISSUER TRUSTEE]
        (a limited liability company incorporated under the law of [ ])
                 in its capacity as trustee ("Issuer Trustee")
               of National RMBS Trust 200[ ]-[ ] (the "Trust")

                          [CLASS/CLASSES OF US NOTE]

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

(a)  constituted by a Note Trust Deed (the "Note Trust Deed") dated [ ] made
     between the Issuer Trustee, National Global MBS Manager Pty Ltd ("the
     Global Trust Manager") and [name of Note Trustee] (the "Note Trustee");
     and

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

     (i)  a Master Trust Deed (the "Master Trust Deed") dated [ ] made between
          the Global Trust Manager and the Issuer Trustee (as amended from
          time to time);

     (ii) a Supplemental Deed (the "Supplemental Deed") dated [ ] made between
          National Australia Bank Limited, the Global Trust Manager, the
          Issuer Trustee and [name of Security Trustee] ("Security Trustee");

    (iii) a Master Security Trust Deed (the "Master Security Trust Deed")
          dated [ ] made between the Issuer Trustee, the Global Trust Manager,
          the Note Trustee and the Security Trustee (as amended from time to
          time);

     (iv) the Agency Agreement ("Agency Agreement") dated [ ] made between the
          Issuer Trustee, the Note Trustee, the Global Trust Manager, [name of
          Principal Paying Agent, Calculation Agent and Registrar] as
          Principal Paying Agent, [Registrar

<PAGE>

                                                                              47
--------------------------------------------------------------------------------
          of the Class/Classes of US Notes] and Calculation Agent, [name of
          Paying Agent(s)] as a Paying Agent;

     (v)  a Deed of Charge dated [       ] made between the Issuer Trustee, the
          Security Trustee, the Global Trust Manager and the Note Trustee;

     (vi) the Note Trust Deed; and

    (vii) the [Conditions of the Class/Classes of US Notes] as set out in the
          Annexure to this [Class/Classes of US Note] (the "[Conditions of the
          Class/Classes of US Notes]").

Unless defined in this [Class/Classes of US Note], words and phrases defined
in, or incorporated in, either or both of the Note Trust Deed and the
[Conditions of the Class/Classes of US Notes] have the same meaning in this
[Class/Classes of US Note]. Where there is any inconsistency in a definition
between the Note Trust Deed and the [Conditions of the Class/Classes of US
Notes], the Note Trust Deed prevails.

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

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

Payments of interest on this [Class/Classes of US Note] due and payable on
each Payment Date, together with the instalment of principal, if any, shall be
payable in accordance with Condition 8.1 of the [Conditions of the
Class/Classes of US Notes] and the Agency Agreement. If this [Class/Classes of
US Note] is a [Class/Classes of Book Entry US Note] such payments will be made
to the nominee of the Depository (initially, such nominee to be [name of
nominee].) and each of the persons appearing from time to time in the records
of DTC as the holder of a beneficial interest in a [Class/Classes of US

<PAGE>

                                                                              48
--------------------------------------------------------------------------------
Note] will be entitled to receive any payment so made in respect of that
[Class/Classes of US Note] only in accordance with the respective rules and
procedures of DTC. Such persons will have no claim directly against the Issuer
Trustee in respect of payments due on the [Class/Classes of US Notes] which
must be made by the holder of this [Class/Classes of US Note], for so long as
this [Class/Classes of US Note] is outstanding.

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

This [Class/Classes of US Note] shall not become valid for any purpose unless
and until the Certificate of Authentication attached has been signed by an
Authorised Person or other duly appointed representatives of the Note Trustee.

This [Class/Classes of US Note] is governed by, and shall be construed in
accordance with, the laws of the Australian Capital Territory, Australia.

If this [Class/Classes of US Note] is a [Class/Classes of Book Entry US Note],
this [Class/Classes of US Note] is a global note.

IN WITNESS the Issuer Trustee has caused this [Class/Classes of US Note] to be
signed manually by a person duly authorised on its behalf.

[NAME OF ISSUER TRUSTEE] by:



................................................
Authorised Person/duly appointed representative

IMPORTANT NOTES:

Neither the Global Trust Manager nor the Issuer Trustee is under any
obligation at any time to repurchase any [Class/Classes of US Notes] from
[Noteholders of Class/Classes of US Notes].

This [Class/Classes of US Note] is not a certificate of title and the
[Register of the Class/Classes of US Notes] on which these [Class/Classes of
US Notes] are registered is the only conclusive evidence of the title of the
abovementioned person to the [Class/Classes of US Notes].

The Issuer Trustee's liability is limited in accordance with Condition 12. The
Issuer Trustee issues this [Class/Classes of US Note] only in its capacity as
trustee of the Trust and in no other capacity. A liability arising under or in
connection with the Trust under the Master Trust Deed, the Supplemental Deed,
the Note Trust Deed, this [Class/Classes of US Note] or any other Transaction
Document is limited to and can be enforced against the Issuer Trustee only to
the extent to which it can be satisfied out of the Assets of the Trust out of
which the Issuer Trustee is actually indemnified for the liability. This
limitation of the Issuer Trustee's liability will not apply to any obligation
or liability of the Issuer Trustee to the extent that it is not so satisfied
because under any Transaction Document in relation to the Trust or by
operation of law there is a reduction in the extent of the Issuer Trustee's
indemnification out of the Assets of the Trust as a result of any fraud,
negligence or breach of trust on the part of the Issuer Trustee. Subject to
the terms of the Transaction Documents, the Issuer Trustee will have no
liability for any act or omission of the Global Trust Manager or of any other
person.

<PAGE>

                                                                              49
--------------------------------------------------------------------------------
Transfers of the [Class/Classes of US Notes] must be pursuant to the annexed
form of assignment and otherwise in accordance with clause 5 of the Agency
Agreement.

None of the Global Trust Manager or the National Australia Bank Limited (the
"Bank") as the Seller and Servicer, or any other affiliate of the Bank or the
Issuer Trustee in its personal capacity or as trustee of any other trust
guarantees the payment or repayment of any principal, interest or other
amounts owing in respect of the [Class/Classes of US Notes].

The [Class/Classes of US Notes] do not represent deposits or other liabilities
of the Bank. The holding of the [Class/Classes of US Notes] is subject to
investment risk, including possible delays in payment and loss of income and
principal invested. No party to the Transaction Documents for the Trust, or
any affiliate of any of them, stand in any way behind the capital value and/or
performance of the [Class/Classes of US Notes], or the Assets held by the
Trust.





<PAGE>

                                                                              50
--------------------------------------------------------------------------------
                                       ASSIGNMENT



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

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


                                       _________________________________________
                                       (name and address of assignee)

the within [Class/Classes of US Note] and all rights thereunder, and hereby
irrevocably constitutes and appoints                                          ,
attorney to transfer said [Class/Classes of US Note] on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:                             *

                                   Signature Guaranteed:

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

* Note: The signatures of this assignment must correspond with the name of the
registered owner as it appears on the face of the within [Class/Classes of US
Note] in every particular without alteration, enlargement or any change
whatsoever.




<PAGE>

                                                                              51
--------------------------------------------------------------------------------
                         CERTIFICATE OF AUTHENTICATION

This [Class/Classes of US Note] is authenticated by [name of Note Trustee] as
Note Trustee and until so authenticated shall not be valid for any purpose.

[NAME OF NOTE TRUSTEE] by:

                                       ........
Authorised Person/duly appointed representative

Dated:       [                            ]





<PAGE>

                                                                              52
--------------------------------------------------------------------------------
                                   ANNEXURE

           [Insert completed [Class/Classes of US Note] Conditions]







<PAGE>

                                                                              53
--------------------------------------------------------------------------------
Schedule 2     Provisions for Meetings of [Noteholders of
               Class/Classes of US Notes]
--------------------------------------------------------------------------------

Validity
               1    A holder of a [Class/Classes of US Note] may obtain a
                    Voting Certificate from a Paying Agent or require Paying
                    Agents to issue a Block Voting Instruction by depositing
                    his [Class/Classes of US Note] with such Paying Agent not
                    later than 48 hours before the time fixed for any meeting.
                    Each Voting Certificate and Block Voting Instruction shall
                    be valid for so long as the relevant [Class/Classes of US
                    Notes] shall not be released (as set out in the relevant
                    definition in the Definitions Schedule) and during the
                    validity of such Voting Certificate or Block Voting
                    Instruction the holder of such Voting Certificate or (as
                    the case may be) the Proxy named in such Block Voting
                    Instruction shall, for all purposes in connection with any
                    meeting of [Noteholders of Class/Classes of US Notes], be
                    deemed to be the [Noteholder of the Class/Classes of US
                    Note] of the [Class/Classes of US Notes] to which such
                    Voting Certificate or Block Voting Instruction relates and
                    the Paying Agents with which (or to the order of which)
                    such [Class/Classes of US Notes] have been deposited shall
                    be deemed for such purposes not to be the [Noteholder of
                    the Class/Classes of US Note] of those [Class/Classes of
                    US Notes].

Who may convene meetings
               2    The Note Trustee or the Issuer Trustee at any time may,
                    and the Note Trustee (subject to it being indemnified to
                    its satisfaction against all costs and expenses thereby
                    occasioned) upon request in writing of the [Noteholders of
                    Class/Classes of US Notes] holding not less than five per
                    cent. of the aggregate Invested Amount of the relevant
                    [Class/Classes of US Notes] for the time being outstanding
                    shall, convene a meeting of the [Noteholders of
                    Class/Classes of US Notes]. Whenever the Issuer Trustee or
                    the Note Trustee upon such request of the relevant
                    [Noteholders of Class/Classes of US Notes] is about to
                    convene any such meeting it shall give notice in writing
                    to the Note Trustee (or the Issuer Trustee as the case may
                    be) of the day, time and place of that meeting and of the
                    nature of the business to be transacted at that meeting.
                    If the Note Trustee receives notice of a meeting pursuant
                    to the terms of the Master Security Trust Deed it shall
                    convene a meeting of the [Noteholders of Class/Classes of
                    US Notes] as soon as practicable thereafter. Every such
                    meeting shall be held at such time and place as the Note
                    Trustee may approve.

Notification of meetings
               3    At least 14 days' notice (exclusive of the day on which
                    the notice is given and of the day on which the meeting is
                    held) specifying the day, time and place of meeting shall
                    be given to the relevant [Noteholders of Class/Classes of
                    US Notes]. A copy of the notice shall be given to the Note
                    Trustee, unless the meeting is convened by the Note
                    Trustee, and to the Issuer Trustee unless the meeting
                    shall be convened by the Issuer Trustee. Such notice
                    shall, unless in any particular case the Note Trustee
                    otherwise agrees, specify the terms of the resolutions to
                    be proposed and shall include statements to the effect
                    that [Class/Classes of

<PAGE>

                                                                              54
--------------------------------------------------------------------------------
                    US Notes] may be deposited with (or to the order of) the
                    Paying Agent or any Paying Agent for the purpose of
                    obtaining Voting Certificates or Block Voting Instructions
                    (and appointing Proxies) until 48 hours before the time
                    fixed for the meeting but not thereafter.

Chairman
               4    A person (who may, but need not, be a relevant [Noteholder
                    of the Class/Classes of US Note]) nominated in writing by
                    the Note Trustee shall be entitled to take the chair at
                    every such meeting but if no such nomination is made or if
                    at any meeting the person nominated shall not be present
                    within 15 minutes after the time appointed for the holding
                    of such meeting the relevant [Noteholders of Class/Classes
                    of US Notes] present shall choose one of their number to
                    be chairman and, failing such nomination, the Issuer
                    Trustee may appoint a chairman (who may, but need not, be
                    a relevant [Noteholder of the Class/Classes of US Note]).
                    The chairman of an adjourned meeting need not be the same
                    person as was chairman of the original meeting.

Quorum
               5    (a)  At any such meeting any two or more persons present in
                         person holding relevant [Class/Classes of US Notes]
                         or Voting Certificates or Block Voting Instructions
                         or being Proxies or representatives holding or
                         representing in the aggregate at least 51% in
                         principal amount of the relevant [Class/Classes of US
                         Notes] for the time being outstanding shall form a
                         quorum for the transaction of business and no
                         business (other than the choosing of a chairman)
                         shall be transacted at any meeting unless the
                         requisite quorum be present at the commencement of
                         business. The quorum at any such meeting for passing
                         an Extraordinary Resolution shall (subject as
                         provided below) be two or more persons present in
                         person holding relevant [Class/Classes of US Notes]
                         or voting certificates or being proxies or
                         representatives and holding or representing in the
                         aggregate at least 67% in principal amount of the
                         relevant [Class/Classes of US Notes] for the time
                         being outstanding provided that at any meeting the
                         business of which includes any of the matters
                         specified in the proviso to paragraph 13 the quorum
                         shall be two or more persons present in person
                         holding relevant [Class/Classes of US Notes] or
                         voting certificates or being proxies or
                         representatives and holding or representing in the
                         aggregate not less than 75% in principal amount of
                         the relevant [Class/Classes of US Notes]. For the
                         purpose of this Schedule, when all the relevant
                         [Class/Classes of US Notes] for the time being
                         outstanding are represented by or comprised in a
                         single [Class/Classes of Book Entry US Note], the
                         holder of such Global Note shall be treated as two
                         persons for the purposes of any quorum requirements
                         of a meeting of the relevant [Noteholders of
                         Class/Classes of US Notes].

                    (b)  If within half an hour from the time appointed for
                         any such meeting a quorum is not present the meeting
                         shall, if convened upon the requisition of
                         [Noteholders of Class/Classes of US Notes], be
                         dissolved. In any other case it shall stand adjourned

<PAGE>

                                                                              55
--------------------------------------------------------------------------------
                         (unless the Issuer Trustee and the Note Trustee agree
                         that it be dissolved) for such period, being not less
                         than 21 days nor more than 42 days and to such time
                         and place, as may be appointed by the chairman. At
                         such adjourned meeting two or more persons present in
                         person holding relevant [Class/Classes of US Notes]
                         or Voting Certificates or Block Voting Instructions
                         or being Proxies or representatives (whatever the
                         principal amount of the relevant [Class/Classes of US
                         Notes] so held or represented by them) shall form a
                         quorum and shall have the power to pass any
                         resolution and to decide upon all matters which could
                         properly have been dealt with at the meeting from
                         which the adjournment took place had a quorum been
                         present at such meeting provided that the quorum at
                         any adjourned meeting at which is to be proposed an
                         Extraordinary Resolution for the purpose of effecting
                         any of the modifications specified in the proviso to
                         paragraph 13 shall be two or more persons present
                         holding relevant [Class/Classes of US Notes] or
                         Voting Certificates or Block Voting Instructions or
                         being Proxies or representatives and holding or
                         representing in the aggregate not less than 51% in
                         principal amount of the relevant [Class/Classes of US
                         Notes] for the time being outstanding.

Adjournment
               6    The chairman may with the consent of (and shall if
                    directed by) any meeting adjourn the same from time to
                    time and from place to place, but no business shall be
                    transacted at any adjourned meeting except business which
                    might lawfully have been transacted at the meeting from
                    which the adjournment took place.

Notice of adjourned meeting
               7    At least ten days' notice of any meeting adjourned through
                    want of a quorum shall be given in the same manner as of
                    an original meeting and such notice shall state the quorum
                    required at such adjourned meeting. Otherwise, it is not
                    necessary to give any notice of an adjourned meeting.

Resolution by show of hands
               8    (a)  Every question submitted to a meeting shall be
                         decided in the first instance by a show of hands and
                         in the case of equality of votes the chairman shall
                         both on a show of hands and on a poll have a casting
                         vote in addition to the vote or votes (if any) to
                         which he may be entitled as a relevant [Noteholder of
                         the Class/Classes of US Note] or as a holder of a
                         Voting Certificate or Block Voting Instruction or as
                         a Proxy or representative.

                    (b)  At any meeting, unless a poll is (before or on the
                         declaration of the result of the show of hands)
                         demanded by the chairman or the Issuer Trustee, the
                         Note Trustee or by one or more persons holding one or
                         more of the relevant [Class/Classes of US Notes] or
                         Voting Certificates or Block Voting Instructions or
                         being Proxies or representatives representing in the
                         aggregate not less than two per cent. of the
                         principal amount of the relevant [Class/Classes of US
                         Notes] for the time being outstanding, a

<PAGE>

                                                                              56
--------------------------------------------------------------------------------
                         declaration by the chairman that a resolution has
                         been carried or carried by a particular majority or
                         lost or not carried by any particular majority shall
                         be conclusive evidence of the fact without proof of
                         the number or proportion of the votes recorded in
                         favour of or against such resolution.

Poll
               9    (a)  If at any meeting a poll is demanded, it shall be
                         taken in such manner and (subject to the provisions
                         of this schedule) either at once or after such an
                         adjournment as the chairman directs and the result of
                         such poll shall be deemed to be the resolution of the
                         meeting at which the poll was demanded as at the date
                         of the taking of the poll. The demand for a poll
                         shall not prevent the continuance of the meeting for
                         the transaction of any business other than the
                         question on which the poll has been demanded.

                    (b)  Any poll demanded at any meeting on the election of a
                         chairman or on any question of adjournment shall be
                         taken at the meeting without adjournment.

Entitlement to attend
               10   The Note Trustee and the Issuer Trustee (through their
                    respective representatives) and their respective financial
                    and legal advisers shall be entitled to attend and speak
                    at any meeting of the relevant [Noteholders of
                    Class/Classes of US Notes]. No other person shall be
                    entitled to attend or vote at any meeting of the relevant
                    [Noteholders of Class/Classes of US Notes] or to join with
                    others in requesting the convening of such a meeting
                    unless he produces the relevant [Class/Classes of US Note]
                    or [Class/Classes of US Notes] of which he is the holder,
                    a Voting Certificate, a Block Voting Instruction naming
                    him as Proxy or evidence of his appointment as a
                    representative of a [Noteholder of the Class/Classes of US
                    Note]. The Issuer Trustee is not entitled to vote in
                    respect of relevant [Class/Classes of US Notes]
                    beneficially held by it or on its behalf but this shall
                    not prevent any Proxy named in any Block Voting
                    Instruction from being a director, officer or
                    representative of, or otherwise connected with, the Issuer
                    Trustee or any of its subsidiaries or associated
                    companies.

Voting rights
               11   (a)  Except as provided in paragraph 10 above, at any
                         such meeting:

                        (i)   on a show of hands every person who is present
                              in person and produces a relevant Note, a Voting
                              Certificate, a Block Voting Instruction naming
                              him as a Proxy or evidence of his appointment as
                              a representative of a [Noteholder of the
                              Class/Classes of US Note] shall have one vote;
                              and

                        (ii)  on a poll every person who is so present shall
                              have one vote in respect of each principal
                              amount of [Class/Classes of US Notes] which is
                              equal to the minimum authorised denomination for
                              such [Class/Classes of US Notes], so produced or

<PAGE>

                                                                              57
--------------------------------------------------------------------------------
                              represented by the Voting Certificate so
                              produced or in respect of which he is a Proxy or
                              in respect of which he is a representative.
                              Without prejudice to the obligations of the
                              Proxies named in any Block Voting Instruction,
                              any person entitled to more than one vote need
                              not use all his votes or cast all the votes to
                              which he is entitled in the same way. (b) A
                              Proxy or representative need not be a relevant
                              [Noteholder of the Class/Classes of US Note].

Proxies
               12   (a)  Each Block Voting Instruction, together (if so
                         required by the Note Trustee) with proof satisfactory
                         to the Note Trustee of its due execution on behalf of
                         the Paying Agent or Paying Agent, shall be deposited
                         at the specified office of the Issuer Trustee or at
                         such other place as the Note Trustee shall designate
                         or approve not less than 48 hours before the time
                         appointed for holding the meeting or adjourned
                         meeting at which the Proxy named in the Block Voting
                         Instruction proposes to vote and in default the Block
                         Voting Instruction shall not be treated as valid
                         unless the chairman of the meeting decides otherwise
                         before such meeting or adjourned meeting proceeds to
                         business. Unless otherwise agreed by the Note
                         Trustee, a notarially certified copy of each such
                         Block Voting Instruction and such satisfactory proof
                         (if applicable) shall be deposited with the Note
                         Trustee before the commencement of the meeting or
                         adjourned meeting but the Note Trustee shall not
                         thereby be obliged to investigate or be concerned
                         with the validity of, or the authority of the Proxy
                         named in, any such Block Voting Instruction.

                    (b)  Any vote given in accordance with the terms of a
                         Block Voting Instruction shall be valid despite the
                         previous revocation or amendment of the Block Voting
                         Instruction or of any of the relevant [Noteholders of
                         Class/Classes of US Notes]' instructions pursuant to
                         which it was executed, provided that no intimation in
                         writing of such revocation or amendment shall have
                         been received from the Paying Agent or the Paying
                         Agent by the Issuer Trustee or the Note Trustee at
                         the specified office of the Issuer Trustee or the
                         Note Trustee or by the chairman of the meeting, in
                         each case not less then 48 hours before the
                         commencement of the meeting or adjourned meeting at
                         which the Block Voting Instruction is intended to be
                         used.

Powers exercisable by Extraordinary Resolution
               13   A meeting of the [Noteholders of Class/Classes of US
                    Notes] shall, subject to the provisions contained in the
                    [Conditions of the Class/Classes of US Notes], in addition
                    to the powers set out in this schedule, but without
                    prejudice to any powers conferred on other persons by this
                    schedule or the Note Trust Deed, have the following powers
                    exercisable by Extraordinary Resolution namely:

<PAGE>

                                                                              58
--------------------------------------------------------------------------------
                    (a)  to authorise and request the Note Trustee to direct
                         the Security Trustee to enforce the Master Security
                         Trust Deed;

                    (b)  to sanction any proposal by the Issuer Trustee for
                         any modification, abrogation, variation, compromise
                         of, or arrangement in respect of, the rights of the
                         relevant [Noteholders of Class/Classes of US Notes]
                         or any of them against the Issuer Trustee whether
                         such rights shall arise under the [Class/Classes of
                         US Notes] or otherwise;

                    (c)  to sanction any proposal by the Issuer Trustee for
                         the exchange or sale of the relevant [Class/Classes
                         of US Notes] for, or substitution for the relevant
                         [Class/Classes of US Notes] of, or the conversion of
                         the relevant [Class/Classes of US Notes] into, or the
                         cancellation of the relevant [Class/Classes of US
                         Notes] in consideration of bonds, debentures,
                         debenture stock or other obligations or securities of
                         the Issuer Trustee or any other body corporate formed
                         or to be formed or cash or any combination of the
                         above;

                    (d)  subject to the Note Trust Deed, to assent to any
                         modification of the provisions contained in the
                         relevant [Class/Classes of US Notes], the Agency
                         Agreement, the Note Trust Deed or this schedule which
                         shall be proposed by the Issuer Trustee or the Note
                         Trustee;

                    (e)  to waive or authorise any breach or proposed breach
                         by the Issuer Trustee or Note Trustee of its
                         obligations under this deed;

                    (f)  to override any waiver by the Note Trustee of a
                         breach of any provisions of the Transaction Documents
                         or an Event of Default under the Master Security
                         Trust Deed;

                    (g)  to approve a person proposed to be appointed as a new
                         Note Trustee under the Note Trust Deed and power to
                         remove any trustee or trustees for the time being
                         thereof in relation to the relevant [Class/Classes of
                         US Notes];

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

                    (i)  to discharge or exonerate the Note Trustee from any
                         liability in respect of any act or omission for which
                         the Note Trustee may have become responsible under
                         the Note Trust Deed or under the relevant
                         [Class/Classes of US Notes];

                    (j)  to give any authority, direction or sanction which
                         under the relevant [Class/Classes of US Notes] or the
                         Note Trust Deed is required to be given by
                         Extraordinary Resolution;

                    (k)  to appoint any persons (whether relevant [Noteholders
                         of Class/Classes of US Notes] or not) as a committee
                         or committees to represent the interests of the
                         relevant

<PAGE>

                                                                              59
--------------------------------------------------------------------------------
                         [Noteholders of Class/Classes of US Notes] and to
                         confer upon such committee or committees any
                         powers or discretions which the relevant
                         [Noteholders of Class/Classes of US Notes] could
                         themselves exercise by Extraordinary Resolution,

                    (l)  subject to the Note Trust Deed, to alter, add or
                         modify the terms and conditions of the [Class/Classes
                         of US Notes] or the provisions of any of the
                         Transaction Documents if the alteration, addition or
                         modification is, in the opinion of the Note Trustee,
                         materially prejudicial or likely to be materially
                         prejudicial to the [Noteholders of Class/Classes of
                         US Notes], other than to correct a manifest error or
                         ambiguity or to comply with the law, and shall
                         include any modifications which would have the effect
                         of changing the Final Maturity Date.

                    provided that the special quorum provisions contained in
                    paragraphs 5(a) and 5(b) and, in the case of any adjourned
                    meeting, the proviso to paragraph 5(b) shall apply in
                    relation to any Extraordinary Resolution for the purpose
                    of making a modification which:

                    (i)  varies the date fixed for final maturity or
                         redemption of the relevant [Class/Classes of US
                         Notes];

                    (ii) reduces or cancels the principal amount of the
                         relevant [Class/Classes of US Notes] or the rate of
                         interest applicable to the relevant [Class/Classes of
                         US Notes];

                    (iv) alters the currency in which payments under the
                         relevant [Class/Classes of US Notes] are to be made;

                    (v)  varies the provisions in this schedule concerning the
                         quorum required for any meeting of the relevant
                         [Noteholders of Class/Classes of US Notes] or the
                         majority required to pass an Extraordinary
                         Resolution;

                    (vi) postpones the date for payment of interest or the
                         rate of interest applicable to a Class of Notes; or

                    (vi) amends this proviso in any manner.

Binding effect of resolutions
               14   A resolution passed at a meeting of the relevant
                    [Noteholders of Class/Classes of US Notes] duly convened
                    and held in accordance with this schedule is binding upon
                    all the relevant [Noteholders of Class/Classes of US
                    Notes], whether present or not present at such meeting,
                    and each of the relevant [Noteholders of Class/Classes of
                    US Notes] shall be bound to give effect thereto
                    accordingly. The passing of any such resolution shall be
                    conclusive evidence that the circumstances of such
                    resolution justify the passing of it.

Minutes
               15   Minutes of all resolutions and proceedings at every such
                    meeting shall be made and duly entered in books to be from
                    time to time provided for that purpose by the Issuer
                    Trustee or the Note Trustee and any such

<PAGE>

                                                                              60
--------------------------------------------------------------------------------
                    minutes, if purporting to be signed by the chairman of the
                    meeting at which such resolutions were passed or
                    proceedings transacted or by the chairman of the next
                    succeeding meeting of the relevant [Noteholders of
                    Class/Classes of US Notes], shall be conclusive evidence
                    of the matters referred to in the minutes and until the
                    contrary is proved every such meeting in respect of the
                    proceedings of which minutes have been made and signed by
                    the chairman shall be deemed to have been duly held and
                    convened and all resolutions passed or proceedings
                    transacted thereat to have been duly passed and
                    transacted.

Signed resolution
               16   A resolution in writing signed by or on behalf of all the
                    holders of the [Class/Classes of US Notes] shall be as
                    valid and effectual as an Extraordinary Resolution passed
                    at a meeting of such holders duly convened and held in
                    accordance with the provisions herein contained.

Further regulations
               17   Subject to all other provisions contained in this deed,
                    the Note Trustee may from time to time without the consent
                    of the Issuer Trustee or the relevant [Noteholders of
                    Class/Classes of US Notes] or any of them prescribe such
                    further regulations regarding the requisitioning and
                    holding of meetings of [Noteholders of Class/Classes of US
                    Notes] and attendance and voting thereat and in relation
                    to resolutions in writing as the Note Trustee may in its
                    sole discretion determine including particularly (but
                    without prejudice to the generality of the foregoing) such
                    regulations and requirements as the Note Trustee thinks
                    reasonable:

                    (a)  so as to satisfy itself that persons who propose to
                         requisition a meeting in accordance with paragraph 2
                         or who propose to make any requisition to the Note
                         Trustee are in fact [Noteholders of Class/Classes of
                         US Notes]; and

                    (b)  as to the form of Voting Certificates or Block Voting
                         Instructions to be issued so as to satisfy itself
                         that persons who purport to attend or vote at any
                         meeting of [Noteholders of Class/Classes of US Notes]
                         are entitled to do so.



<PAGE>

                                                                              61
--------------------------------------------------------------------------------
Execution Page
--------------------------------------------------------------------------------

Issuer Trustee

SIGNED, SEALED AND DELIVERED       )
by [........................]      )
as attorney for [NAME OF ISSUER    )
TRUSTEE] under power of            )
attorney dated [...............]   )
                                   )
in the presence of:                )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this deed the attorney
                                   )   states that the attorney has received no
..................................  )   notice of revocation of the power of
Occupation of witness              )   attorney





GLOBAL TRUST MANAGER

SIGNED by [....................  ] )
on behalf of and SEALED AND        )
DELIVERED by NATIONAL              )
GLOBAL MBS MANAGER PTY LTD         )
in the presence of:                )
                                   )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this deed the signatory
                                   )   states that the signatory has received
..................................  )   no notice of revocation of the authority
Occupation of witness              )   under which this deed is executed



<PAGE>

                                                                              62
--------------------------------------------------------------------------------
Note Trustee

SIGNED, SEALED AND DELIVERED       )
by [........................]      )
as authorised signatory for        )
[NAME OF NOTE TRUSTEE]             )
in the presence of:                )
                                   )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this deed the signatory
                                   )   states that the signatory has received
..................................  )   no notice of revocation of the
Occupation of witness              )   authorisation under which this deed is
                                   )   signed, sealed and delivered






<PAGE>

               ------------------------------------------------
               Dated











                              National RMBS Trust
                                  200[ ]-[ ]
                                Note Trust Deed





                           [Name of Issuer Trustee]
                              ("Issuer Trustee")
                        National Global MBS Manager Pty
                                      Ltd
                            ("Global Trust Manager)
                                      and
                            [Name of Note Trustee]
                               ("Note Trustee")
























                           Mallesons Stephen Jaques
                                  Solicitors

                            Governor Phillip Tower
                                1 Farrer Place
                                Sydney NSW 2000
                          Telephone (61 2) 9296 2000
                             Fax (61 2) 9296 3999
                                 DX 113 Sydney
                                 Ref: AAV/SRF

                          (C)Mallesons Stephen Jaques


<PAGE>

                                                                             (i)
--------------------------------------------------------------------------------
Contents            National RMBS Trust 200[ ]-[ ] Note Trust Deed
--------------------------------------------------------------------------------

                    1    Definitions and Interpretation                        1

                         Definitions Schedule                                  1
                         Interpretation                                        2
                         Appointment of the Note Trustee                       2
                         Interpretation of provisions incorporated from TIA    2

                    2    Covenant to Pay                                       3

                         Covenant to Pay                                       3
                         Discharge                                             4
                         Payment after an Event of Default                     4
                         Rate of Interest after an Event of Default            4

                    3    Amount, Form and issue of [Class/Classes of US Notes] 4

                         Aggregate Amount and Denomination                     4
                         Description and Form of [Class/Classes of US Notes]   4
                         Initial issue as [Class/Classes of
                           Book Entry US Notes]                                5
                         Issue of [Class/Classes of Definitive US Notes]       6
                         Indemnity of non-issue of [Class/Classes of
                           Definitive US Notes]                                7

                    4    [Register of the Class/Classes of US Notes]           8

                         Provision of [Noteholder of the Class/Classes
                           of US Note] Information                             8
                         [Register of the Class/Classes of US Notes]
                           Conclusive                                          8

                    5    Stamp duties                                          8


                    6    Application of moneys received by the Note Trustee    9

                         Declaration of Trust                                  9
                         Accumulation                                          9
                         Investment                                           10

                    7    Covenants                                            10

                         The Issuer Trustee and the Global Trust Manager      10
                         Covenants between Issuer Trustee and
                           Global Trust Manager                               13

                    8    Enforcement                                          13

                         Actions following Event of Default                   13
                         Evidence of default                                  15
                         Overdue interest                                     15
                         Restrictions on enforcement                          15
                         Liability for Enforcement                            16

                    9    Proceedings                                          17

                         Acting only on direction                             17
                         Security Trustee acting                              17
                         Note Trustee alone entitled to act                   18

                    10   Remuneration and indemnification of the Note Trustee 18

                         Normal remuneration                                  18
<PAGE>

                                                                            (ii)
--------------------------------------------------------------------------------
                         Extra remuneration                                   18
                         Expenses                                             19
                         Indemnity                                            19
                         Continuing effect                                    19

                    11   Supplemental Provisions                              19

                         Liability to Account                                 19
                         [Class/Classes of US Notes]                          20
                         Advice                                               20
                         Note Trustee to assume performance                   20
                         Resolutions of [Noteholders of
                           Class/Classes of US Notes]                         20
                         Reliance                                             20
                         Certificate signed by Authorised Person              21
                         Signatures                                           21
                         Deposit of documents                                 21
                         Discretion                                           22
                         Agents                                               22
                         Delegation                                           22
                         Application to Court                                 22
                         Interests of [Noteholders of
                           Class/Classes of US Notes]                         22
                         Assumption as to Prejudice                           23
                         Ratings                                              23
                         Validity of Transaction Documents                    23
                         Defect in Security                                   23
                         [Noteholders of Class/Classes of
                           US Notes] Responsible                              24
                         Limit on Obligation                                  24
                         No liability for breach                              24
                         Dispute or ambiguity                                 24
                         Loss to charged property                             24
                         Forged [Class/Classes of US Notes]                   25
                         Confidentiality                                      25
                         Disclosure                                           25
                         Determinations conclusive                            25
                         Currency conversion                                  25
                         [Class/Classes of US Notes] held by the
                           Issuer Trustee etc                                 25
                         Legal opinions                                       25
                         No liability for tax on payments                     26
                         Powers additional                                    26

                    12   Note Trustee liable for negligence                   26


                    13   Waiver                                               26

                         Waiver                                               26

                    14   Note Trustee not precluded from
                           entering into contracts                            26


                    15   Duties of Note Trustee                               27

                         Duties prior to an Event of Default                  27
                         Duties following an Event of Default                 27
                         Certain Limitations of Liability where
                           Acting in Good Faith                               27
                         Note Trustee Not Relieved of
                           Liability for Negligence                           28
                         Preferred Collection of
                           Claims Against Issuer Trustee                      28
                         Compliance with Section 310 of the TIA               28
<PAGE>

                                                                           (iii)
--------------------------------------------------------------------------------
                         Transaction Documents                                28

                    16   Amendment                                            28

                         Amendment by Note Trustee                            28
                         Amendments requiring consent of all
                           [Noteholders of Class/Classes of US Notes]         30
                         Compliance with TIA                                  30
                         No Current Rating Agency downgrade                   30
                         Distribution of amendments                           30
                         Amendments binding on [Noteholders of
                           Class/Classes of US Notes]                         30

                    17   Reports                                              30

                         Reports by Note Trustee                              30
                         Reports by Global Trust Manager                      31
                         Restricted Securities                                31

                    18   Appointment, retirement and removal of
                           the Note Trustee                                   32

                         Appointment                                          32
                         Retirement of Note Trustee                           32
                         Removal by Issuer Trustee                            33
                         Note Trustee may Retire                              33
                         Appointment of substitute note trustee by
                           [Noteholders of Class/Classes of US Notes]         33
                         Successor to Note Trustee                            34
                         Issuer Trustee and Global Trust Manager
                           cannot be appointed                                34
                         No Limitation of TIA                                 35

                    19   [Class/Classes of US Notes] held in
                           Clearing Systems and Notices                       35

                         [Class/Classes of US Notes] held in Clearing Systems 35

                    20   Currency indemnity                                   35

                         Currency of account and payment                      35
                         Extent of discharge                                  35
                         Indemnity                                            35
                         Indemnity separate                                   35

                    21   Representations and warranties                       36

                         By the Issuer Trustee                                36
                         By the Global Trust Manager                          36
                         By the Note Trustee                                  37

                    22   Notices                                              38

                         Notices                                              38
                         Initial addresses                                    39
                         Time effective                                       39
                         Receipt                                              39

                    23   Limited recourse                                     40

                    24   Termination                                          40

<PAGE>

                                                                            (iv)
--------------------------------------------------------------------------------
                    25   Trust Indenture Act                                  40

                         Certificates and opinions                            40
                         Undertaking for Costs                                41
                         Exclusion of section 316(a)(1)                       42
                         Unconditional rights of [Noteholders of
                           Class/Classes of US Notes] to receive
                           principal and interest                             42
                         Conflict with Trust Indenture Act                    42

                    26   Miscellaneous                                        43

                         Certificate                                          43
                         Exercise of rights                                   43
                         Waiver and variation                                 43
                         Supervening legislation                              43
                         Approvals and consent                                43
                         Remedies cumulative                                  43
                         Indemnities                                          44
                         Time of the essence                                  44
                         Receipts                                             44
                         Acknowledgment                                       44
                         Disclosure of information                            44
                         Rights cumulative                                    44
                         Signatures                                           44
                         Meetings                                             45

                    27   Governing law                                        45

                         Governing Law                                        45
                         Submission to jurisdiction                           45
                         Service                                              45

                    28   Counterparts                                         45


                    Schedule 1    Form of [Class/Classes of US Note]          46

                    Schedule 2    Provisions for Meetings of [Noteholders of
                                  Class/Classes of US Notes]                  53




<PAGE>

                                                                             (v)
--------------------------------------------------------------------------------
                  TRUST INDENTURE ACT - CROSS REFERENCE TABLE

[This Cross Reference Table does not, for any purpose, form part of this Note
Trust Deed.] "NA" means not applicable.

          ------------------------------- --------------------------------------
            Trust Indenture Act Section              Clause Reference
          ------------------------------- --------------------------------------
                     310(a)(1)             22.3(g), 15.7-9, 18.3(b), 18.4, 18.5
          ------------------------------- --------------------------------------
                     310(a)(2)                       15.7, 15.8, 15.9
          ------------------------------- --------------------------------------
                     310(a)(3)                             18.7
          ------------------------------- --------------------------------------
                     310(a)(4)
          ------------------------------- --------------------------------------
                     310(a)(5)                            18.12
          ------------------------------- --------------------------------------
                      310(b)                           15.9, 18.13
          ------------------------------- --------------------------------------
                      310(c)
          ------------------------------- --------------------------------------
                      311(a)                               15.6
          ------------------------------- --------------------------------------
                      311(b)                               15.6
          ------------------------------- --------------------------------------
                      311(c)
          ------------------------------- --------------------------------------
                      312(a)                             4.2, 4.3
          ------------------------------- --------------------------------------
                      312(b)                               4.3
          ------------------------------- --------------------------------------
                      312(c)                               4.4
          ------------------------------- --------------------------------------
                      313(a)                               17.1
          ------------------------------- --------------------------------------
                     313(b)(1)                             17.1
          ------------------------------- --------------------------------------
                     313(b)(2)                          17.1, 22.3
          ------------------------------- --------------------------------------
                      313(c)                               17.1
          ------------------------------- --------------------------------------
                      313(d)                               17.1
          ------------------------------- --------------------------------------
                     314(a)(1)                        17.2(a), 17.2
          ------------------------------- --------------------------------------
                     314(a)(2)                           17.2(b)
          ------------------------------- --------------------------------------
                     314(a)(3)                           17.2(c)
          ------------------------------- --------------------------------------
                     314(a)(4)                            7.2(b)
          ------------------------------- --------------------------------------
                      314(b)                              7.2(h)
          ------------------------------- --------------------------------------
                      314(c)                             255.1(a)
          ------------------------------- --------------------------------------
                      314(d)                             255.1(b)
          ------------------------------- --------------------------------------
                      314(e)                             255.1(c)
          ------------------------------- --------------------------------------
                      314(f)
          ------------------------------- --------------------------------------
                      315(a)                               15.2
          ------------------------------- --------------------------------------
                      315(b)                              8.1(a)
          ------------------------------- --------------------------------------
                      315(c)                               15.3
          ------------------------------- --------------------------------------
<PAGE>

                                                                            (vi)
--------------------------------------------------------------------------------
          ------------------------------- --------------------------------------
                      315(d)                            15.5, 11.5
          ------------------------------- --------------------------------------
                      315(e)                              255.2
          ------------------------------- --------------------------------------
                     316(a)(1)                            255.3
          ------------------------------- --------------------------------------
                     316(a)(2)                             16.2
          ------------------------------- --------------------------------------
                      316(b)                              255.4
          ------------------------------- --------------------------------------
                      316(c)                               22.4
          ------------------------------- --------------------------------------
                     317(a)(1)                             8.3
          ------------------------------- --------------------------------------
                     317(a)(2)                             8.3
          ------------------------------- --------------------------------------
                      317(b)                              7.2(i)
          ------------------------------- --------------------------------------
                      318(a)                              255.5
          ------------------------------- --------------------------------------