Exhibit 4.6


 





 


Kingfisher
Trust 2004-1G 


Note Trust
Deed


 


Dated


 


 


Perpetual
Trustee Company Limited (in its capacity as trustee of the Kingfisher Trust
2004-1G (ABN 42 00 001 007) (“Trustee”)


ANZ Capel
Court Limited (ABN 30 004 768 807) (“Trust Manager”)


The Bank of
New York (“Note Trustee”)


 


 


Mallesons Stephen Jaques


Level 60

Governor Phillip Tower

1 Farrer Place

Sydney  NSW  2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.mallesons.com


 

















 


Kingfisher Trust 2004-1G Note Trust Deed


Contents


 


	
  Details

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  General terms

  	
   

  
	
   

  	
   

  	
   

  
	
  1

  	
  Covenant to Pay

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Covenant to Pay

  	
   

  
	
  1.2

  	
  Discharge

  	
   

  
	
  1.3

  	
  Payment after an
  Event of Default

  	
   

  
	
  1.4

  	
  Rate of
  Interest after an Event of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  Amount, Form
  and issue of Class A Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Aggregate Amount and
  Denomination

  	
   

  
	
  2.2

  	
  Description and
  Form of Class A Notes

  	
   

  
	
  2.3

  	
  Initial issue
  as Class A Book-Entry Notes

  	
   

  
	
  2.4

  	
  Issue of Class A
  Definitive Notes

  	
   

  
	
  2.5

  	
  Indemnity
  of non-issue of Class A Definitive Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  Class
  A Note Register

  	
   

  
	
  3.1

  	
  Maintenance of
  Class A Note Register

  	
   

  
	
  3.2

  	
  Provision
  of Class A Note Holder Information

  	
   

  
	
  3.3

  	
  Class A Note Register
  Conclusive

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  Stamp duties

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  Application
  of moneys received by the Note Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Declaration
  of Trust

  	
   

  
	
  5.2

  	
  Accumulation

  	
   

  
	
  5.3

  	
  Investment

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  The Trustee and the
  Trust Manager

  	
   

  
	
  6.2

  	
  Covenants
  between Trustee and Trust Manager

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  Enforcement

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Actions following
  Event of Default

  	
   

  
	
  7.2

  	
  Further
  Actions

  	
   

  
	
  7.3

  	
  Evidence
  of default

  	
   

  
	
  7.4

  	
  Overdue
  interest

  	
   

  
	
  7.5

  	
  Restrictions on enforcement

  	
   

  
	
  7.6

  	
  Liability for Enforcement

  	
   

  
	
  7.7

  	
  Exclusions

  	
   

  
	
  7.8

  	
  Directions

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  Proceedings

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Acting
  only on direction

  	
   

  
	
  8.2

  	
  Security
  Trustee acting

  	
   

  
	
  8.3

  	
  Note Trustee alone
  entitled to act

  	
   

  



 


i

















 


	
  9

  	
  Remuneration
  and indemnification of the Note Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Normal
  remuneration

  	
   

  
	
  9.2

  	
  Extra
  remuneration

  	
   

  
	
  9.3

  	
  Expenses

  	
   

  
	
  9.4

  	
  Indemnity

  	
   

  
	
  9.5

  	
  Continuing
  effect

  	
   

  
	
  9.6

  	
  Supplemental
  Deed

  	
   

  
	
   

  	
   

  	
   

  
	
  10

  	
  Supplemental Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Liability
  to Account

  	
   

  
	
  10.2

  	
  Class A Notes

  	
   

  
	
  10.3

  	
  Advice

  	
   

  
	
  10.4

  	
  Note Trustee to
  assume performance

  	
   

  
	
  10.5

  	
  Resolutions of
  Class A Note Holders

  	
   

  
	
  10.6

  	
  Reliance

  	
   

  
	
  10.7

  	
  Certificate
  signed by Authorised Officer

  	
   

  
	
  10.8

  	
  Signatures

  	
   

  
	
  10.9

  	
  Deposit
  of documents

  	
   

  
	
  10.10

  	
  Discretion

  	
   

  
	
  10.11

  	
  Agents

  	
   

  
	
  10.12

  	
  Delegation

  	
   

  
	
  10.13

  	
  Application
  to Court

  	
   

  
	
  10.14

  	
  Interests of Class A
  Note Holders

  	
   

  
	
  10.15

  	
  Assumption as to Prejudice

  	
   

  
	
  10.16

  	
  Ratings

  	
   

  
	
  10.17

  	
  Validity of
  Transaction Documents

  	
   

  
	
  10.18

  	
  Defect
  in Security

  	
   

  
	
  10.19

  	
  Class A Note Holders
  Responsible

  	
   

  
	
  10.20

  	
  Limit
  on Obligation

  	
   

  
	
  10.21

  	
  No
  liability for breach

  	
   

  
	
  10.22

  	
  Dispute
  or ambiguity

  	
   

  
	
  10.23

  	
  Loss to charged property

  	
   

  
	
  10.24

  	
  Forged
  Class A Notes

  	
   

  
	
  10.25

  	
  Confidentiality

  	
   

  
	
  10.26

  	
  Disclosure

  	
   

  
	
  10.27

  	
  Determinations conclusive

  	
   

  
	
  10.28

  	
  Currency
  conversion

  	
   

  
	
  10.29

  	
  Class A Notes
  held by the Trustee etc

  	
   

  
	
  10.30

  	
  Legal opinions

  	
   

  
	
  10.31

  	
  No liability for tax
  on payments

  	
   

  
	
  10.32

  	
  Powers
  additional

  	
   

  
	
   

  	
   

  	
   

  
	
  11

  	
  Note Trustee liable
  for negligence

  	
   

  
	
   

  	
   

  	
   

  
	
  12

  	
  Waiver

  	
   

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  Waiver

  	
   

  



 


ii

















 


	
  13

  	
  Note
  Trustee not precluded from entering into contracts

  	
   

  
	
   

  	
   

  	
   

  
	
  14

  	
  Duties
  of Note Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  Note Trustee’s General
  Duties

  	
   

  
	
  14.2

  	
  Duties prior to an
  Event of Default

  	
   

  
	
  14.3

  	
  Duties following
  an Event of Default

  	
   

  
	
  14.4

  	
  Certain
  Limitations of Liability where Acting in Good Faith

  	
   

  
	
  14.5

  	
  Note
  Trustee Not Relieved of Liability for Negligence

  	
   

  
	
  14.6

  	
  Preferred
  Collection of Claims Against Trustee

  	
   

  
	
  14.7

  	
  Compliance with
  Section 310 of the TIA

  	
   

  
	
  14.8

  	
  Transaction
  Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  15

  	
  Amendment

  	
   

  
	
   

  	
   

  	
   

  
	
  15.1

  	
  Amendment by Note Trustee

  	
   

  
	
  15.2

  	
  Amendments
  requiring consent of all Class A Note Holders

  	
   

  
	
  15.3

  	
  Compliance
  with TIA

  	
   

  
	
  15.4

  	
  No Designated
  Rating Agency downgrade

  	
   

  
	
  15.5

  	
  Distribution of amendments

  	
   

  
	
  15.6

  	
  Amendments
  binding on Class A Note Holders

  	
   

  
	
   

  	
   

  	
   

  
	
  16

  	
  Reports

  	
   

  
	
   

  	
   

  	
   

  
	
  16.1

  	
  Reports
  by Note Trustee

  	
   

  
	
  16.2

  	
  Reports by Trust Manager

  	
   

  
	
  16.3

  	
  Restricted
  Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  17

  	
  Appointment,
  retirement and removal of the Note Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  17.1

  	
  Appointment

  	
   

  
	
  17.2

  	
  Retirement of Note Trustee

  	
   

  
	
  17.3

  	
  Removal
  by Trustee

  	
   

  
	
  17.4

  	
  Note
  Trustee may Retire

  	
   

  
	
  17.5

  	
  Appointment
  of substitute note trustee by Class A Note Holders

  	
   

  
	
  17.6

  	
  Successor to Note Trustee

  	
   

  
	
  17.7

  	
  Merger,
  consolidation or transfer of assets

  	
   

  
	
  17.8

  	
  Trustee
  and Trust Manager cannot be appointed

  	
   

  
	
  17.9

  	
  No
  Limitation of TIA

  	
   

  
	
   

  	
   

  	
   

  
	
  18

  	
  Class
  A Notes held in Clearing Systems and Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  18.1

  	
  Class
  A Notes held in Clearing Systems

  	
   

  
	
   

  	
   

  	
   

  
	
  19

  	
  Currency
  indemnity

  	
   

  
	
   

  	
   

  	
   

  
	
  19.1

  	
  Currency of account and
  payment

  	
   

  
	
  19.2

  	
  Extent
  of discharge

  	
   

  
	
  19.3

  	
  Indemnity

  	
   

  
	
  19.4

  	
  Indemnity
  separate

  	
   

  
	
   

  	
   

  	
   

  
	
  20

  	
  Representations and
  warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  20.1

  	
  By the Trustee

  	
   

  



 


iii

















 


	
  20.2

  	
  By the
  Trust Manager

  	
   

  
	
  20.3

  	
  By the Note Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  21

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  21.1

  	
  Form

  	
   

  
	
  21.2

  	
  Delivery

  	
   

  
	
  21.3

  	
  When effective

  	
   

  
	
  21.4

  	
  Deemed
  receipt - postal

  	
   

  
	
  21.5

  	
  Deemed receipt - fax

  	
   

  
	
  21.6

  	
  Deemed
  receipt - general

  	
   

  
	
  21.7

  	
  Class
  A Note Conditions

  	
   

  
	
   

  	
   

  	
   

  
	
  22

  	
  Limited
  recourse

  	
   

  
	
   

  	
   

  	
   

  
	
  22.1

  	
  Limitation on
  Trustee’s liability

  	
   

  
	
  22.2

  	
  Claims
  against Trustee

  	
   

  
	
  22.3

  	
  Breach of Trust

  	
   

  
	
  22.4

  	
  Acts or omissions

  	
   

  
	
  22.5

  	
  No authority

  	
   

  
	
  22.6

  	
  No Obligation

  	
   

  
	
   

  	
   

  	
   

  
	
  23

  	
  Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  24

  	
  Trust
  Indenture Act

  	
   

  
	
   

  	
   

  	
   

  
	
  24.1

  	
  Certificates and opinions

  	
   

  
	
  24.2

  	
  Undertaking
  for Costs

  	
   

  
	
  24.3

  	
  Exclusion of
  section 316(a)(1)

  	
   

  
	
  24.4

  	
  Unconditional
  rights of Class A Note Holders to receive principal and interest

  	
   

  
	
  24.5

  	
  Conflict with Trust
  Indenture Act

  	
   

  
	
   

  	
   

  	
   

  
	
  25

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  25.1

  	
  Certificate

  	
   

  
	
  25.2

  	
  Exercise of rights

  	
   

  
	
  25.3

  	
  Waiver
  and variation

  	
   

  
	
  25.4

  	
  Supervening
  legislation

  	
   

  
	
  25.5

  	
  Approvals
  and consent

  	
   

  
	
  25.6

  	
  Remedies
  cumulative

  	
   

  
	
  25.7

  	
  Indemnities

  	
   

  
	
  25.8

  	
  Time of the essence

  	
   

  
	
  25.9

  	
  Receipts

  	
   

  
	
  25.10

  	
  Acknowledgment

  	
   

  
	
  25.11

  	
  Disclosure of information

  	
   

  
	
  25.12

  	
  Rights cumulative

  	
   

  
	
  25.13

  	
  Signatures

  	
   

  
	
  25.14

  	
  Meetings

  	
   

  
	
   

  	
   

  	
   

  
	
  26

  	
  Governing law

  	
   

  
	
   

  	
   

  	
   

  
	
  26.1

  	
  Governing law

  	
   

  



 


iv

















 


	
  26.2

  	
  Submission to jurisdiction

  	
   

  
	
   

  	
   

  	
   

  
	
  27

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  28

  	
  Definitions and
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  28.1

  	
  Definitions
  Schedule

  	
   

  
	
  28.2

  	
  Interpretation

  	
   

  
	
  28.3

  	
  Appointment of the
  Note Trustee

  	
   

  
	
  28.4

  	
  Interpretation
  of provisions incorporated from TIA

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1
  - Form of Class A Note and Terms and Conditions

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 2
  - Provisions for Meetings of Class A Note Holders

  	
   

  
	
   

  	
   

  
	
  Signing page

  	
   

  



 


v

















 


Kingfisher Trust 2004-1G Note Trust Deed


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)

  	
   

  	
  14.7-9, 17.3(b), 17.4, 17.5

  
	
  310(a)(2)

  	
   

  	
  14.7, 14.8, 14.9

  
	
  310(a)(3)

  	
   

  	
  NA

  
	
  310(a)(4)

  	
   

  	
  NA

  
	
  310(a)(5)

  	
   

  	
  17.9

  
	
  310(b)

  	
   

  	
  14.9, 17.10

  
	
  310(c)

  	
   

  	
  NA

  
	
  311(a)

  	
   

  	
  14.6

  
	
  311(b)

  	
   

  	
  14.6

  
	
  311(c)

  	
   

  	
  NA

  
	
  312(a)

  	
   

  	
  3.2, 3.3

  
	
  312(b)

  	
   

  	
  3.3

  
	
  312(c)

  	
   

  	
  3.4

  
	
  313(a)

  	
   

  	
  16.1

  
	
  313(b)(1)

  	
   

  	
  16.1

  
	
  313(b)(2)

  	
   

  	
  16.1, 21.3

  
	
  313(c)

  	
   

  	
  16.1, 21.1

  
	
  313(d)

  	
   

  	
  16.1

  
	
  314(a)(1)

  	
   

  	
  16.2(a)

  
	
  314(a)(2)

  	
   

  	
  16.2(b)

  
	
  314(a)(3)

  	
   

  	
  16.2(c)

  
	
  314(a)(4)

  	
   

  	
  6.1(d)

  
	
  314(b)

  	
   

  	
  6.1(j)

  
	
  314(c)

  	
   

  	
  24.1(a)

  
	
  314(d)

  	
   

  	
  24.1(b)

  
	
  314(e)

  	
   

  	
  24.1(c)

  
	
  315(a)

  	
   

  	
  14.2

  






 

















 




	
  Trust
  Indenture Act Section

  	
   

  	
  Clause
  Reference

  
	
  315(b)

  	
   

  	
  7.1(a)

  
	
  315(c)

  	
   

  	
  14.3

  
	
  315(d)

  	
   

  	
  14.5, 10.5

  
	
  315(e)

  	
   

  	
  24.2

  
	
  316(a)(1)

  	
   

  	
  24.3

  
	
  316(a)(2)

  	
   

  	
  15.2

  
	
  316(b)

  	
   

  	
  24.4

  
	
  316(c)

  	
   

  	
  21.4

  
	
  317(a)(1)

  	
   

  	
  7.2(a)

  
	
  317(a)(2)

  	
   

  	
  7.2(b)

  
	
  317(b)

  	
   

  	
  5.1

  
	
  318(a)

  	
   

  	
  24.5

  






 

















 


Kingfisher Trust 2004-1G Note Trust Deed


 


Details


 


Interpretation –
definitions are at the end of the General terms


 


	
  Parties

  	
   

  	
  Trustee,
  Trust Manager and Note Trustee

  
	
   

  	
   

  	
   

  
	
  Trustee

  	
   

  	
  Name

  	
   

  	
  Perpetual Trustee Company Limited
  (in its capacity as trustee of the Kingfisher Trust 2004-1G

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  42 00 001
  007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 7 9

  Castlereagh Street

  Sydney  NSW  2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  (02) 9229
  9000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  (02) 9221
  7870

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Manager,
  Securitisation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trust Manager

  	
   

  	
  Name

  	
   

  	
  ANZ Capel Court Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  30 004 768
  807

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 12

  530 Collins Street

  Melbourne  VIC  3000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  (03) 9273
  2223

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  (03) 9273
  3539

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Manager,
  Transaction Management and Execution

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Note Trustee

  	
   

  	
  Name

  	
   

  	
  The Bank of New York

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  101 Barclay
  Street

  21W, New York

  New York 10286

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  To be
  advised

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  (212) 815
  3532

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Global
  Structured Products Group

  



 


1

















 


	
  Recitals

  	
   

  	
  A

  	
   

  	
  The Trustee
  wishes to issue, at the direction of the Trust Manager, the Class A Notes.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B

  	
   

  	
  The Note
  Trustee has agreed to act as Note Trustee for the Class A Note Holders 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.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Governing law

  	
   

  	
  New South
  Wales

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of deed

  	
   

  	
  See Signing page

  	
   

  	
   

  



 


2

















 


Kingfisher Trust 2004-1G Note Trust Deed


 


General terms


 


1                                         Covenant
to Pay


 


1.1                               Covenant to Pay


 


The Trustee at the direction of the Trust
Manager shall on any date when any Class A 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 A Note becoming due on that date and
shall (subject to the Class A Note Conditions) until payment in whole of the
principal of the Class A 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 A Note as set out in the Class A Note Conditions (subject to clause
1.4 (“Rate of interest after an Event of
Default”)), provided that:


 


(a)                                  payment of any sum due in respect of the Class A Notes made to a
Paying Agent as provided in the Agency Agreement (unless notice in accordance
with clause 2 (“The Note Trustee”)
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 Class A Note Holders under
the Class A Note Conditions 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 Class A Note Holders,
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 Class A Note
Holders under the Class A Note Conditions and the Agency Agreement.


 


1.2                               Discharge


 


Subject to clause 1.1 (“Covenant to Pay”), any payment to be made
in respect of the Class A Notes by the Trustee or the Note Trustee may be made
as provided in the Class A Note Conditions and any payment so made will
(subject to clause 1.1 (“Covenant to Pay”))
to that extent be a good discharge to the Trustee or the Note Trustee, as the
case may be.


 


1.3                               Payment after an Event of Default


 


At any time after an Event of Default has
occurred, the Note Trustee may take the actions referred to in clause 2 (“The Note Trustee”) of the Agency
Agreement.


 


3

















 


1.4                               Rate of Interest after an Event of Default


 


If the Class A 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 Class A Note
Conditions (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 A Notes become so repayable.


 


2                                         Amount, Form and issue of Class A Notes


 


2.1                               Aggregate Amount and Denomination


 


The Class A Notes will be issued in minimum
denominations of US$100,000 each and multiples of US$10,000 in excess of that
amount.


 


2.2                               Description and Form of Class A Notes


 


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


 


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


 


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


 


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


 


2.3                               Initial issue as Class A Book-Entry Notes


 


(a)                                  (Issue as Class A Book-Entry Notes):  The Class A Notes will upon issue be represented by one or more
book-entry notes initially registered in accordance with clause 3 (“Class A Note Registrar”) in the name of
Cede & Co, as nominee of DTC as the initial Depository.


 


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


 


(c)                                  (Rights attaching to Class A Book-Entry Notes):  A Class A Book-Entry Note executed and
authenticated in accordance with clause 2.2 (“Description
and Form of Class A Notes”) will constitute binding


 


4

















 


and valid
obligations of the Trustee.  Until a
Class A Book-Entry Note has been exchanged pursuant to this deed, it shall in
all respects be entitled to the same benefits as a Class A Definitive Note
except as specifically provided to the contrary in this deed or the provisions
of the Class A Book-Entry Note.


 


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


 


(e)                                  (Dealings with Depository): 
Unless and until the Class A Definitive Notes have been issued to a
Class A Note Owner pursuant to clause 2.4 (“Issue
of Class A Definitive Notes”), the following provisions apply:


 


(i)                                     the Trustee, the 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 A Notes and the giving of
instructions or directions under this deed) as the absolute holder of the Class
A Notes and none of the Trustee, the Trust Manager, any Agent or the Note
Trustee will be affected by notice to the contrary;


 


(ii)                                  whenever a notice or other communication to the Class A Note Holders
is required under this deed or any other Transaction Document all such notices
and communications must be given to the Depository and are not required to be
given to the Class A Note Owners;


 


(iii)                               the rights of Class A Note Owners may be exercised only through the
Depository and are limited to those established by law and agreements between
such Class A Note Owners and the Depository or the Clearing Agency Participants
(or both);


 


(iv)                              the Trustee, the 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
Class A Note Owners or Clearing Agency Participants (or both).


 


To the extent
that the provisions of this clause 2.3 (“Initial
issue as Class A Book-Entry Notes”) conflict with any other
provisions of this deed, the provisions of this clause 2.3 (“Initial issue as Class A Book-Entry Notes”)
prevail.


 


5

















 


2.4                               Issue of Class A Definitive Notes


 


(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 A Notes and the Trust Manager is
unable to locate a qualified successor to act as Depository; or


 


(ii)                                  an Event of Default has occurred and is subsisting and the Class A
Note Owners representing beneficial interests aggregating to at least a
majority of the aggregate Invested Amount of the Class A Notes advise the
Trustee through the Depository in writing that the continuation of a book entry
system is no longer in the best interests of the Class A Note Owners,


 


then the
Trustee, on the direction of the Trust Manager, must within 30 days of such
event instruct the Depository to notify all of the appropriate Class A Note
Owners of the occurrence of any such event and of the availability of Class A
Definitive Notes to such Class A Note Owners requesting the same.  The Note Trustee must promptly advise the
Trustee and the Trust Manager upon the occurrence of an event referred to in
clause 2.4(a)(i) (“Issue of Class A
Definitive Notes”) and the Trustee must promptly advise the Note
Trustee and the Trust Manager upon the occurrence of an event referred to in
clause 2.4(a)(iii) (“Issue of Class A
Definitive Notes”).


 


(b)                                 (Exchange for  Class A  Definitive Notes):  Upon the surrender to the Trustee of Class A
Book-Entry Notes by the Depository following an instruction of the Trustee
pursuant to clause 2.4(a) (“Issue of Class A
Definitive Notes”), and the delivery by the Depository of the
relevant registration instructions to the Trustee, the Trustee must issue and
execute and the Note Trustee must authenticate and deliver Class A Definitive
Notes of the same aggregate Invested Amount as those Class A Book-Entry Notes,
replacing those Class A Book-Entry Notes, in accordance with clause 2.2 (“Description and Form of Class A Notes”)
and the instructions of the Depository. 
None of the Note Trustee, the Trust Manager, the 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 Class A Note Owner will be entitled to receive a Class A
Definitive Note representing such Class A Note Owner’s interest in a Class A
Note, except as provided in this clause 2.4 (“Issue
of Class A Definitive Notes”).


 


2.5                               Indemnity of non-issue of Class A Definitive Notes


 


If the Trustee is required to issue Class A
Definitive Notes following an event specified in clause 2.4 but fails to do so
within 30 days of surrender to the Trustee of the Class A Book-Entry Notes in
accordance with clause 2.4 (“Issue of Class
A Definitive Notes”) then the Trustee must, subject to clause


 


6

















 


22 (“Limited
recourse”), indemnify the Note Trustee, the Class A Note Holders and
Class A Note Owners, and keep them indemnified, against any loss or damage
incurred by any of them if the amount received by the Note Trustee, the Class A
Note Holders or Class A Note Owners, respectively, is less than the amount that
would have been received had Class A Definitive Notes been issued.  If the Trustee breaches its obligations
under clause 2.4 (“Issue of Class A
Definitive Notes”), 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 (but subject to clause 22 (“Limited recourse”)), the Note Trustee, the
Class A Note Holders and the Class A Note Owners are entitled to sue the
Trustee for specific performance, injunctive relief or other equitable relief
to enforce the Trustee’s obligations under clause 2.4 (“Issue of Class A Definitive Notes”).


 


3                                         Class
A Note Register


 


3.1                               Maintenance of Class A Note Register


 


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


 


3.2                               Provision of Class A Note Holder Information


 


(a)                                  (Provision of Information): The Trustee must provide or procure
the provision to the Note Trustee (if the Note Trustee is not the Class A Note
Registrar) 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 Class A Note
Registrar as to the names and addresses of the Class A Note Holders, provided
that the Trustee will not have any obligations pursuant to this clause 3.2 (“Provision of Class A Note Holder Information”)
while the Class A Notes are all Class A Book-Entry Notes.


 


(b)                                 (Note Trustee’s Obligations): The Note Trustee must preserve,
in as current form as is reasonably practicable, the names and addresses of the
Class A Note Holders provided to it pursuant to clause 3.2 (“Provision of Class A Note Holder Information”)
or otherwise received by it in any capacity and must comply with its
obligations pursuant to section 312(b) of the TIA.


 


(c)                                  (Protection): The Trustee, the Note Trustee and the Class A
Note Registrar will have the protection of section 312(c) of the TIA in
relation to the disclosure of information in accordance with clause 3.2 (“Provision of Class A Note Holder Information”)
and 3.3 (“Class A Note Register Conclusive”).


 


7

















 


3.3                               Class A Note Register Conclusive


 


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


 


4                                         Stamp
duties


 


The Trustee shall pay any stamp, issue,
documentary, registration or other duty or tax duties including interest and
penalties, payable in the Commonwealth of Australia, New South Wales, the
Australian Capital Territory, the United States of America and the United
Kingdom in respect of the creation, issue and offering of the Class A Notes and
the execution or delivery of this deed and each other Transaction
Document.  Subject to clause 22 (“Limited Recourse”), the Trustee shall also
indemnify the Note Trustee and the Class A Note Holders 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 Class A Note Holders and Class A Note Owners to enforce the
Trustee’s obligations under this deed or the Class A Notes.


 


5                                         Application of moneys received by the Note Trustee


 


5.1                               Declaration
of Trust


 


All moneys received by the Note Trustee in
respect of the Class A Notes or amounts payable under this deed shall, despite
any appropriation of all or part of them by the Trustee, be held by the Note
Trustee on trust to apply them (subject to clause 5.2 (“Accumulation”)):


 


(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 A Notes; and


 


(c)                                  thirdly, in payment of any balance to the 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 A Notes which have become void or in respect of which claims
have become prescribed, the Note Trustee shall hold them on these trusts.


 


5.2                               Accumulation


 


If the amount of the moneys at any time
(other than on a Payment Date) available for payment in respect of the Class A
Notes under clause 5.1 (“Declaration of
Trust”) is less than 10 per cent of the then Invested Amount of the
Class A Notes and upon receipt of a written direction from the 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 Trust Manager does not provide written instructions to
the Note


 


8

















 


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 per cent of the
Invested Amount of the Class A 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 5.1 (“Declaration of Trust”).


 


5.3                               Investment


 


Moneys held by the Note Trustee may be
invested in its name or under its control in Authorised Investments in
accordance with clause 5.2 (“Accumulation”)
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.


 


6                                         Covenants


 


6.1                               The Trustee and the Trust Manager


 


So long as any
Class A Note is outstanding, each of the Trustee and the Trust Manager
severally covenants in favour of the Note Trustee that it:


 


(a)                                  (Class A Notes) will comply with all of its obligations under
the Class A Notes (as if the provisions of the Class A Notes, including the
Class A Note Conditions, 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)                                  (Sarbanes-Oxley) in the
case of the Trust Manager, use its best endeavours to procure that, each year,
an independent public accountant:


 


(i)                                     conducts an examination of the documents and records relating to the
servicing by the Servicer of the Purchased Receivables secured by Mortgages in
respect of the Trust


 


9

















 


during the
most recent calendar year ended 30 September, which complies with the Uniform
Single Attestation Program for Mortgage Bankers issued by the Mortgage Bankers
Associate of America or similar procedure; and


 


(ii)                                  delivers to the Note Trustee a compliance certificate in a form
agreed between the Note Trustee and the Trust Manager in respect of that
examination, in each case such that the Trust Manager is able to comply with
its obligations under Section 302 of the United States Sarbanes-Oxley Act
of 2002 and Rules 13a-14 and 15d-14 of the United States Securities Exchange
Act of 1934, provided that in the case of the Trust, the first year in which a
certificate or audit report referred to above is deliverable, or on examination
is required, will be 2005;


 


or to
comply with such applicable laws and regulations which may supercede the above
requirements


 


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


 


(e)                                  (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 September 30, 2005):


 


(i)                                     in accordance with section 314(a)(4) of the TIA, a certificate
from its principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the activities of the Trustee
or the Trust Manager, as the case may be, in respect of the Trust during that
year and of the Trustee’s or 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 6.1(d)(i) (“The Trustee and the Trust
Manager”)) from an Authorised Officer of the Trustee or the 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 6.1(d)(i) (“The Trustee and the
Trust Manager”) or since the provision of the most recent
certificate under this clause 6.1(d)(ii) (“The
Trustee and the Trust Manager”) (in the case of any other such
certificate), an Event of Default, Title Perfection Event, Servicer Termination
Event, Trust Manager’s Default or Trustee Default has occurred and, if any such
event has occurred, giving reasonable details of that event;


 


(f)                                    (notices to Class A Note Holders) will send to the Note Trustee
the form of each notice to be given to Class A Note Holders and Class A


 


10

















 


Note Owners
and, once given, two copies of each such notice, such notice to be in a form
previously approved by the Note Trustee;


 


(g)                                 (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;


 


(h)                                 (notice of late payment) will promptly upon request by the Note
Trustee, give notice to the Class A Note Holders of any unconditional payment
to the Paying Agent or the Note Trustee of any sum due in respect of the Class
A Notes made after the due date for such payment;


 


(i)                                     (listing) will, in the case of the Trust Manager only, use all
reasonable endeavours to maintain the listing of the Class A Notes on the
London Stock Exchange but, if it is unable to do so, having used such
endeavours, or if the maintenance of such listing is agreed by the Note Trustee
to be unduly onerous and the Note Trustee is satisfied that the interests of
the Class A Note Holders would not be thereby materially prejudiced, instead
use all reasonable endeavours to obtain and maintain a listing of the Class A
Notes on another stock exchange previously approved in writing by the Note
Trustee and, if necessary, following that quotation or listing enter into a
deed supplemental to this deed to effect any consequential amendments to this
deed necessary to comply with the requirements of any such stock exchange;


 


(j)                                     (change in Agents) will give at least 14 days’ prior notice to
the Class A Note Holders 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;


 


(k)                                  (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 Global
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 September 2005), 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;


 


11

















 


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


 


(m)                               (Class A Notes held by Trustee etc) will, in the case of the
Trustee only, send to the Note Trustee as soon as practicable after being so
requested by the Note Trustee a certificate of the Trustee signed by an
Authorised Officer of the Trustee stating the number of Class A Notes held or
issued at the date of such certificate by or on behalf of the Trustee;


 


(n)                                 (books of account) will, in the case of the 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 Trustee at all times during normal
business hours; and


 


(o)                                 (financial statements etc) will, in the case of the 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 members or creditors (or any class of them) of the Trust in
their capacity as such.


 


6.2                               Covenants between Trustee and Trust Manager


 


(a)                                  (Obligations of Trust Manager):  Without limiting any other obligations of the Trust Manager
pursuant to any Transaction Document, the Trust Manager covenants in favour of
the Trustee to prepare and submit to the Trustee all documents required to be
filed with or submitted to the SEC or the London Stock Exchange by the Trustee
in relation to the Class A 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 Trust Manager to
perform or ensure the performance by the Trustee of its obligations under the
TIA, the Exchange Act or the listing rules of the United Kingdom Listing
Authority in relation to the Class A Notes, the Trust or this deed.  No breach by the Trustee of any obligation
under the TIA, the Exchange Act, the listing rules of the United Kingdom
Listing Authority or this deed will be considered to be fraud, gross negligence
or wilful default for the purposes of clause 22.3 (“Breach of Trust”) to the extent that it results from a
breach by the Trust Manager of this clause 6.2(a) (“Covenants between Trustee and Trust Manager”).


 


(b)                                 (Obligation of Trustee): 
Subject to compliance by the Trust Manager with clause 6.2(a) (“Covenants between Trustee and Trust Manager”),
the Trustee covenants in favour of the Trust Manager to sign all documents and
do all things reasonably requested by the Trust Manager in relation to the
compliance by the Trustee or the Trust Manager of its obligations under the
TIA, the Exchange Act or


 


12

















 


the listing
rules of the United Kingdom Listing Authority in relation to the Class A Notes,
the Trust or this deed.


 


7                                         Enforcement


 


7.1                               Actions following Event of Default


 


If an Event of Default has occurred in
respect of the Trust, the Note Trustee must:


 


(a)                                  (Notify Class A Note Holders): notify each Class A Note Holder
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 10
days, or such shorter period as may be required by the rules of any stock
exchange on which the Class A 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 A 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 or Authorised
Officers (or both) in good faith determine that withholding the notice is in
the interest of Class A Note Holders;


 


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


 


(c)                                  (Vote at Meeting of Voting Secured Creditors): subject to
clause 7.5 (“Restrictions on enforcement”),
vote at any meeting of Voting Secured Creditors held under the Global 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 A Notes held by Class A Note Holders who have directed
the Note Trustee to vote for or against such a proposal.


 


7.2                               Further
Actions


 


In addition to the above provisions of this
clause 7 (“Enforcement”), and for
avoidance of doubt, the Note Trustee also has the power, subject to clause 22
(“Limited Recourse”) and to the
Global 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 Trustee in respect of
any Class A 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 Trustee upon the Class A Notes for
the whole amount of such principal and interest remaining unpaid;


 


13

















 


(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 Class A Note Holders allowed in any judicial
proceedings in relation to the Trustee upon the Class A 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 Class A Note Holders 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,


 


but nothing in this clause 7.2 (“Further Actions”) is to be construed as
requiring the Note Trustee to take any such action unless it has been directed
to do so by the Class A Note Holders and has been indemnified or put in funds
to its satisfaction by the Class A Note Holders against any liability that it
may incur as a result of taking such action.


 


7.3                               Evidence
of default


 


If the Security Trustee or the Note Trustee
takes any action against the Trustee to enforce any of the provisions of any
Class A Notes or this deed, proof that:


 


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


 


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


 


7.4                               Overdue
interest


 


The rates of interest payable in respect of
any Class A Note which has become due and repayable in full and which has not
been repaid shall be calculated at three-monthly intervals, commencing on the
expiry of the Interest Period during which the Class A Note became due and
repayable in accordance with the provisions of Condition 6.4 of the Class A
Note Conditions, except that no notices need be given to Class A Note Holders
in relation to that interest.


 


14

















 


7.5                               Restrictions on enforcement


 


If any of the Class A Notes remain
outstanding and are due and payable otherwise than by reason of a default in
payment of any amount due on the Class A Notes, the Note Trustee must not vote
under the Global 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 Class A Note Holders and any other amounts payable by the
Trustee in respect of the Trust ranking in priority to or pari passu with the Class A
Notes; or


 


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


 


7.6                               Liability for Enforcement


 


Subject to clauses 11 (“Note Trustee liable for negligence”), 14.3
(“Duties following an Event of Default”),
14.5 (“Note Trustee Not Relieved of
Liability for Negligence”) 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 Global 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 Trustee or any third party in respect of the Trustee or the
Class A Notes or relating in any way to the Secured Property except where
caused by its fraud, gross negligence or wilful default.  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 7.5 (“Restrictions on enforcement”).


 


7.7                               Exclusions


 


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 Global 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, gross negligence or wilful default.


 


15

















 


7.8                               Directions


 


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


 


8                                         Proceedings


 


8.1                                Acting only on direction


 


(a)                                  Subject to paragraph (b), the Note Trustee may but shall not be
bound to vote under the Global Master Security Trust Deed and the Deed of
Charge in respect of the Trust, or otherwise direct the Security Trustee under
the Global 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 Global Master Security Trust
Deed and the Deed of Charge in respect of the Trust, this deed or any Class A
Notes unless directed or requested to do so by an Extraordinary Resolution of
the Class A Note Holders 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 A Notes remain outstanding, the Note
Trustee shall not, and shall not be bound to, act at the request or direction
of any Class A Note Holders other than the Class A Note Holders under paragraph
(a) unless:


 


(i)                                     so to do would not, in its opinion be materially prejudicial to the
interests of the Class A Note Holders; or


 


(ii)                                  the relevant action is sanctioned by an Extraordinary Resolution of
the Class A Note Holders.


 


(c)                                  If the Note Trustee is entitled to vote at any meeting of the Voting
Secured Creditors on behalf of the Class A Note Holders, the Note Trustee must
vote in accordance with the directions of the Class A Note Holders and
otherwise in its absolute discretion. 
In acting in accordance with the directions of the Class A Note Holders,
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 Class A Note Holders who have directed the Note Trustee to vote for or
against that proposal.


 


8.2                               Security Trustee acting


 


Only the Security Trustee may enforce the
provisions of the Global Master Security Trust Deed and the Deed of Charge in
respect of the Trust and neither the Note Trustee nor any Class A Note Holder
is entitled to proceed directly against the Trustee to enforce the performance
of any of the provisions of the Deed of Charge, the Global Master Security
Trust Deed or the Class A Notes (including the Class A Note Conditions) except
that if the


 


16

















 


Security Trustee, having become bound to
take steps or to proceed (or both) under the Global 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 Class A Note Holders may proceed directly against the Trustee but
then only if and to the extent the Note Trustee, failing which the Class A Note
Holders, are able to do so under Australian law.


 


8.3                               Note Trustee alone entitled to act


 


Only the Note Trustee may:


 


(a)                                  direct the Security Trustee to enforce the provisions of the Global
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 A Notes (including
the Class A Note Conditions),


 


and no Class A Note Holder 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 A
Notes (including the Class A Note Conditions) except that if the Note Trustee,
having become bound to take steps or proceed (or both) under clause 7 (“Enforcement”), this clause 8 (“Proceedings”) and/or the Global Master
Security Trust Deed and the Deed of Charge in respect of the Trust (or one or
more of them), fails to do so within a reasonable time and such failure is
continuing, the Class A Note Holders may take such steps or proceedings
directly but then only if and to the extent the Class A Note Holders are able
to do so under Australian law.


 


9                                         Remuneration and indemnification of the Note Trustee


 


9.1                               Normal
remuneration


 


So long as any Class A Note is outstanding,
the Note Trustee will receive a fee as remuneration for:


 


(a)                                  its services as note trustee; and


 


(b)                                 the services of each Agent (as defined in the Agency Agreement),


 


in an amount equal to such sum on such
dates in each case as may be agreed from time to time with the Trust
Manager.  Such remuneration shall accrue
from day to day from the date of this deed until the Trust is terminated, and
is to be paid from the Assets of the Trust in accordance with and limited to
the order of payment set out in clauses 14.8 (“Required
Payments (Interest Waterfall)”) and 14.18 (“Application of proceeds following an Event of Default”)
of the Supplemental Deed.


 


9.2                               Extra
remuneration


 


At any time after the Trustee has failed to
pay any sums due under the Class A Notes, or if the Note Trustee undertakes
duties which it considers necessary


 


17

















 


or expedient under this deed, or is
requested by the Trust Manager 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 Note Trustee shall
receive such additional remuneration as they may agree or, failing agreement as
to any of the matters in this clause (or as to such sums referred to in clause
9.1 (“Normal remuneration”)), 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 Trust Manager 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 out of
the Assets of the Trust.  The
determination of such merchant or investment bank shall be conclusive and
binding on the Trust Manager, the Trustee, the Note Trustee and the Class A
Note Holders.


 


9.3                               Expenses


 


The Note Trustee shall also, on each
Payment Date, be indemnified for 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 Trustee to enforce
any provision of this deed, the Class A 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.


 


9.4                               Indemnity


 


Subject to clause 22 (“Limited Recourse”), the Note Trustee shall
be indemnified 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.


 


9.5                               Continuing
effect


 


Clauses 9.3 (“Expenses”) and 9.4 (“Indemnity”)
will continue in full force and effect as regards the Note Trustee even if it
no longer is Note Trustee.


 


9.6                               Supplemental
Deed


 


Amounts paid to the Note Trustee under this
clause 9 (“Remuneration and indemnification
of the Note Trustee”) will be paid in accordance with and are
limited to the order of payment set out in clauses 14.8 (“Required Payments (Interest waterfall)”)
and 14.18 (“Application of proceeds
following an Event of Default”) of the Supplemental Deed.


 


18

















 


10                                   Supplemental Provisions


 


10.1                        Liability
to Account


 


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 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.


 


10.2                        Class
A Notes


 


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


 


10.3                        Advice


 


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.


 


10.4                        Note Trustee to assume performance


 


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 Trustee and each other
party to the Transaction Documents (other than itself) is performing all its
obligations under this deed and the Class A Notes.


 


10.5                        Resolutions of Class A Note Holders


 


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 Class A Note Holders 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 Class A Note Holders.


 


19

















 


10.6                        Reliance


 


Subject to clause 14.2(b) (“Duties prior to an Event of Default”), 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 Trustee, the Security Trustee, or the
Trust Manager or by an officer, auditor or solicitor of the Trustee, the
Security Trustee, or the Trust Manager;


 


(b)                                 any information or statement provided to it in relation to the Class
A Notes, the Class A Note Holders or the Class A Note Owners 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 Global
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.


 


10.7                        Certificate signed by Authorised Officer


 


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
Officer of the Trustee or the 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 10.7 (“Certificate
signed by Authorised Officer”) 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 precedent where such reliance is
not permitted by section 314 of the TIA.


 


20

















 


10.8                        Signatures


 


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.


 


10.9                        Deposit
of documents


 


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


 


10.10                 Discretion


 


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, gross negligence or wilful default.


 


10.11                 Agents


 


Whenever it considers it expedient in the
interests of the Class A Note Holders, 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.


 


10.12                 Delegation


 


Whenever it considers it expedient in the
interests of the Class A Note Holders, 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.


 


10.13                 Application
to Court


 


The Note Trustee may, whenever it thinks it
expedient in the interests of the Class A Note Holders, apply to any court for
directions in relation to any


 


21

















 


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 Class A Note Holder, the Trustee or the Trust
Manager.


 


10.14                 Interests of Class A Note Holders


 


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 Class A Note Holders, have
regard to the general interests of the Class A Note Holders.  The Note Trustee will not incur any liability
to any Class A Note Holder as a result of the Note Trustee giving effect to
this clause.


 


10.15                 Assumption as to Prejudice


 


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 A 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 Class A Note Holders if each Designated
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 A Notes (but nothing in this clause is to be construed as
requiring the Note Trustee to obtain such confirmation).


 


10.16                 Ratings


 


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 A Notes by any
Designated Rating Agency or any other person.


 


10.17                 Validity of Transaction Documents


 


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).


 


22

















 


10.18                 Defect
in Security


 


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 Global
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.


 


10.19                 Class A Note Holders Responsible


 


Each Class A Note Holder is solely
responsible for making its own independent appraisal of and investigation into
the financial condition, creditworthiness, condition, affairs, status and,
nature of the Trustee and the Trust and the Note Trustee does not at any time
have any responsibility for the same and no Class A Note Holder may rely on the
Note Trustee in respect of such appraisal and investigation.


 


10.20                 Limit
on Obligation


 


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 A 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.


 


10.21                 No liability for breach


 


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 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.


 


10.22                 Dispute
or ambiguity


 


In the event of any dispute or ambiguity as
to the construction or enforceability of this deed or any other Transaction
Document 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 Class A Note Holders, 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.


 


23

















 


10.23                 Loss to charged property


 


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,
gross negligence or wilful default of the Note Trustee.


 


10.24                 Forged
Class A Notes


 


The Note Trustee shall not be liable to the
Trustee or any Class A Note Holder 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.


 


10.25                 Confidentiality


 


Unless ordered to do so by a court of
competent jurisdiction, the Note Trustee shall not be required to disclose to
any Class A Note Holder or Unitholder any confidential financial or other
information made available to the Note Trustee by the Trustee.


 


10.26                 Disclosure


 


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 Class A Note Holder 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.


 


10.27                 Determinations conclusive


 


As between itself and the Class A Note Holders,
the Note Trustee may determine all questions and doubts arising in relation to
any of the provisions of this deed or the Class A Note Conditions.  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 Class A
Note Holders.


 


10.28                 Currency
conversion


 


Subject to the Class A Note Conditions, the
Global 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 Trustee,
Trust Manager and the Class A Note Holders.


 


24

















 


10.29                 Class A Notes held by the Trustee etc


 


In the absence of actual knowledge or
express notice to the contrary, the Note Trustee may assume without enquiry
that no Class A Notes are for the time being held by or on behalf of the
Trustee.


 


10.30                 Legal
opinions


 


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 A Notes or for checking or commenting upon
the content of any such legal opinion.


 


10.31                 No liability for tax on payments


 


The Note Trustee has no responsibility
whatsoever to any Class A Note Holder or any other person in relation to any
deficiency in a payment by the Note Trustee to any Class A Note Holders if that
deficiency arises as a result of the Note Trustee or the Trustee being subject
to any Tax in respect of that payment, the Secured Property in respect of the
Trust, the Global Master Security Trust Deed, this deed or any income or
proceeds from them.


 


10.32                 Powers
additional


 


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


 


11                                  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, gross negligence or wilful default of
which it may be guilty.


 


12                                  Waiver


 


12.1                        Waiver


 


The Note Trustee may, without the consent
of the Class A Note Holders 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 Class A Note Holders will not be materially prejudiced
thereby, waive or authorise, on such terms as seem expedient to it, any breach
or proposed breach by the Trustee of this deed or the Class A Note Conditions
provided that the Note Trustee shall not do so in contravention of an express
direction given by an Extraordinary Resolution of the Class A Note Holders 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 Class A
Note Holders and, if the Note Trustee so requires, will be notified to the
Class A Note Holders as soon as practicable.


 


25

















 


13                                  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 A Note or other security
(or any interest therein) of the Trustee or any other person, may enter into or
be interested in any contract or transaction with the 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 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 13 (“Note Trustee not precluded from entering into contracts”)  only applies if the Note Trustee is subject
to section 311(a) of the TIA.


 


14                                  Duties
of Note Trustee


 


14.1                        Note Trustee’s General Duties


 


The Note Trustee must comply with the
duties imposed on it by this deed, the Class A Notes (including the Class A
Note Conditions) 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 Class A
Note Holders.


 


14.2                        Duties prior to an Event of Default


 


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 A Notes
(including the Class A Note Conditions) 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.


 


14.3                        Duties following an Event of Default


 


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


 


26

















 


would exercise or use under the
circumstances in the conduct of such person’s own affairs.


 


14.4                        Certain Limitations of Liability where Acting in Good Faith


 


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 Officer of the Note Trustee unless
it is proved that the Note Trustee was negligent in ascertaining the pertinent
facts.


 


14.5                        Note Trustee Not Relieved of Liability for Negligence


 


Subject to clauses 14.2 (“Duties prior to Event of Default”) and 14.4
(“Certain Limitations of Liability where
Acting in Good Faith”), nothing in this deed will relieve the Note
Trustee from liability for its own fraud, its own grossly negligent action, its
own grossly negligent failure to act or its own wilful default.  Section 315(d)(3) of the TIA is
expressly excluded by this deed.


 


14.6                        Preferred Collection of Claims Against Trustee


 


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 17 (“Appointment, retirement and removal of Note Trustee”),
the Note Trustee will remain subject to section 311(a) of the TIA to the
extent required by the TIA.


 


14.7                        Compliance with Section 310 of the TIA


 


(a)                                   (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.


 


(b)                                  (Capital): Without limiting the foregoing, the Note Trustee
must ensure that it at 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.


 


(c)                                   (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 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.


 


14.8                        Transaction Documents


 


The Note Trustee must make available at the
Note Trustee’s registered office for inspection by Class A Note Holders 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
14.9 (“Transaction Documents”) 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).


 


27

















 


15                                  Amendment


 


15.1                        Amendment by Note Trustee


 


Subject to this clause 15 (“Amendment”) and to any approval required
by law, the Note Trustee, the Trust Manager and the Trustee may together agree,
without the consent of any Class A Note Holders, by way of supplemental deed to
alter, add to or modify any provision of this deed or the Class A Notes (including
the Class A Note Conditions) so long as such alteration, addition or
modification is not a Payment Modification and such alteration, addition or
modification in the opinion of the Note Trustee:


 


(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) and the 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 Class A Note Holders;
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 Class A Note Holders,
the consent of an Extraordinary Resolution of the Class A Note Holders to the
alteration, addition or resolution has been obtained.  For the purpose of determining whether there has been an
Extraordinary Resolution of the Class A Note Holders consenting to an
alteration, addition or revocation, Class A Notes which are beneficially owned
by the Trustee or the Trust Manager or by any person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Trustee or the Trust Manager, shall be disregarded,


 


28

















 


provided that the Note Trustee, the Trust
Manager and the Trustee may not alter, add to or modify any provision of this
deed or the Class A Notes unless the Trust Manager has notified each Designated
Rating Agency 5 Business Days in advance.


 


15.2                        Amendments requiring consent of all Class A Note Holders


 


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


 


15.3                        Compliance
with TIA


 


Any supplemental deed altering, adding to
or modifying any provision of this deed or the Class A Notes (including the
Class A Note Conditions) referred to in this clause 15 (“Amendment”) must conform, to the extent
applicable, with the requirements of the TIA.


 


15.4                        No Designated Rating Agency downgrade


 


The Note Trustee will be entitled to assume
that any proposed alteration, addition or modification, other than a Payment
Modification, will not be materially prejudicial to the interests of Class A
Note Holders if each Designated 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 A
Notes by the Designated Rating Agency.


 


15.5                        Distribution of amendments


 


Unless the Note Trustee agrees otherwise,
the Trustee (or the Trust Manager on its behalf) must distribute to all Class A
Note Holders a copy of any amendment made pursuant to this clause 15 (“Amendment”) as soon as reasonably
practicable after the amendment has been made.


 


15.6                        Amendments binding on Class A Note Holders


 


Any alteration, addition or revocation of a
provision of this deed or the Class A Notes made pursuant to this clause 15 (“Amendment”) is binding on all Class A Note
Holders.


 


16                                  Reports


 


16.1                        Reports by Note Trustee


 


If so required by section 313(a) of
the TIA, the Note Trustee shall provide to each Class A Note Holder, 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 Class A Note Holders, and such other persons as the Note
Trustee is required by


 


29

















 


section 313(c) of the TIA to provide
reports to, as are required by section 313(b) of the TIA at the times
specified in that section.  A copy of
each such report at the time of its provision to Class A Note Holders must be
copied to the Trustee and the Trust Manager and must be filed by the Note
Trustee with the SEC and each stock exchange, if any, on which the Class A
Notes are listed.


 


16.2                        Reports by Trust Manager


 


The 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 SEC, 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 Class A Note Holders) transmit to Class A Note
Holders, 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 Trust Manager pursuant to clauses 16.2 (“Reports by Trust Manager”) (a) and (b) as
may be required by rules and regulations prescribed from time to time by the
SEC.


 


16.3                        Restricted Securities


 


The Trustee and the Trust Manager each
severally covenants that it will forthwith notify the Note Trustee if, at any
time, after the Closing Date, any Class A 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 Trustee or the 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


 


30

















 


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


 


17                                  Appointment, retirement and removal of the Note Trustee


 


17.1                        Appointment


 


The 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 Class A Note Holders.  The 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 A Notes by any Designated
Rating Agency. Any appointment of a new Note Trustee shall be notified by the
Trustee to the Class A Note Holders and each Designated Rating Agency as soon
as practicable.  Any new Note Trustee
must forthwith execute a deed on substantially the same terms as this deed.


 


17.2                        Retirement of Note Trustee


 


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)                                 (Class A Note Holders require retirement): it is so directed by
the Extraordinary Resolution of the Class A Note Holders;


 


(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 Trustee and the Trust Manager determines that this failure has had, or
if continued, will have, a Material 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 Trustee or the Trust Manager; and


 


(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


 


31

















 


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
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.


 


17.3                        Removal
by Trustee


 


If the Note Trustee refuses to retire, the
Trustee at the direction of the 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 17.2 (“Retirement
of Note Trustee”) has occurred. 
On the retirement or removal of the Note Trustee under the provisions of
clause 17.2 (“Retirement of Note Trustee”)
or this clause 17.3 (“Removal by Trustee”):


 


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


 


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


 


17.4                        Note Trustee may Retire


 


The Note Trustee may retire at any time as
trustee under this deed upon giving 3 months (or such lesser time as the Trust
Manager, the Trustee and the Note Trustee agree) notice in writing to the
Trustee, the Trust Manager, the Security Trustee and each Designated 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 Trust Manager, which
approval must not be unreasonably withheld by the Trust Manager, as Note
Trustee in its stead and whose appointment is confirmed by each Designated
Rating Agency not to result in an Adverse Rating Effect in respect of the Class
A Notes.  If the Note Trustee does not
propose a replacement by the date which is 1 month prior to the date of its
proposed retirement, the Trust Manager is entitled to appoint a substitute note
trustee, which must be an Eligible Trust Corporation that is approved by each
Designated Rating Agency, as of the date of the proposed retirement.


 


32

















 


17.5                        Appointment of substitute note trustee by Class A Note Holders


 


Notwithstanding clauses 17.2 (“Retirement of Note Trustee”), 17.3 (“Removal by Trustee”) and 17.4 (“Note Trustee may Retire”), 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 17.2 (“Retirement
of Note Trustee”), 17.3 (“Removal
by Trustee”) and 17.4 (“Note
Trustee may Retire”) at a time when the position of Note Trustee
would, but for this clause 17.5 (“Appointment
of substitute note trustee by Class A Note Holders”), become vacant
in accordance with those clauses, the Trustee must promptly advise the Class A
Note Holders who may appoint an Eligible Trust Corporation nominated to act as
Note Trustee.


 


17.6                        Successor to Note Trustee


 


On the execution by the Trustee, the Trust
Manager and any successor note trustee of an instrument effecting the
appointment of that successor note trustee, that successor note trustee 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.


 


17.7                        Merger, consolidation or transfer of assets


 


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


 


If no other person can be found to act as
Note Trustee, the Class A Note Holders may elect a Note Trustee from among the
holders of the Class A Notes (if any Class A Notes are outstanding).


 


33

















 


17.8                        Trustee and Trust Manager cannot be appointed


 


Notwithstanding the preceding provisions of
this clause 17 (“Appointment, retirement and
removal of Note Trustee”), none of the Trust Manager, the Trustee,
any Support Facility Provider nor any of their Related Entities may be
appointed as Note Trustee.


 


17.9                        No
Limitation of TIA


 


Nothing in this clause 17 (“Appointment, retirement and removal of Note Trustee”)
is to be construed as limiting any right of a Class A Note Holder to take any
action to remove the Note Trustee in accordance with section 310(b) of the
TIA.


 


18                                  Class A Notes held in Clearing
Systems and Notices


 


18.1                        Class
A Notes held in Clearing Systems


 


So long as any Class A Note is held on
behalf of a Clearing System, in considering the interests of Class A Note
Holders, 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 A Note and may consider such interests on the basis that such
accountholders or participants were the holder(s) thereof.


 


19                                  Currency
indemnity


 


19.1                        Currency of account and payment


 


U.S. Dollars is the sole currency of
account and payment for all sums payable by the Trustee under or in connection
with this deed and the Class A Notes, including damages.


 


19.2                         Extent
of discharge


 


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 Trustee or otherwise), by the Note Trustee or any Class A
Note Holder in respect of any sum expressed to be due to it from the Trustee
shall only discharge the 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).


 


19.3                        Indemnity


 


If that U.S. Dollar amount is less than the
U.S. Dollar amount expressed to be due to the recipient under this deed or the
Class A Notes, the Trustee shall indemnify the recipient against any loss
sustained by it as a result.  In any
event, the Trustee shall (subject to clause 22 (“Limited Recourse”)) indemnify the recipient against the cost
of making any such purchase.


 


34

















 


19.4                        Indemnity
separate


 


The indemnities in this clause 19 (“Currency indemnity”)and in clause 9.5 (“Continuing Effect”) constitute separate
and independent obligations from the other obligations in this deed, shall give
rise to a separate and independent cause of action, shall apply irrespective of
any indulgence granted by the Note Trustee or any Class A Note Holder (or both)
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 A Notes or any other judgment or order.


 


20                                  Representations and warranties


 


20.1                        By the Trustee


 


The 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.


 


35

















 


20.2                        By
the Trust Manager


 


The Trust Manager represents and warrants
to the Trustee and 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;


 


(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.


 


20.3                        By
the Note Trustee


 


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


 


36

















 


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


 


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


 


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


 


(d)                                 (Filings): all corporate notices and all registrations with the
Australian Securities and Investments Commission, the SEC 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.


 


21                                  Notices


 


21.1                        Form


 


Unless expressly stated otherwise in the
Transaction Document, all notices, certificates, consents, approvals, waivers
and other communications in connection with that Transaction Document must be
in writing, signed by an Authorised Officer of the sender and marked for
attention as set out or referred to in the Details or, if the recipient has
notified otherwise, marked for attention in the way last notified.


 


37

















 


21.2                        Delivery


 


They must be:


 


(a)                                  left at the address set out or referred to in the Details; or


 


(b)                                 sent by prepaid post (airmail, if appropriate) to the address set
out or referred to in the Details; or


 


(c)                                  sent by fax to the fax number set out or referred to in the Details.


 


However, if the intended recipient has
notified a changed postal address or changed fax number, then the communication
must be to that address or number.


 


21.3                        When
effective


 


They take effect from the time they are
received unless a later time is specified in them.


 


21.4                        Deemed
receipt - postal


 


If sent by post, they are taken to be
received three days after posting (or seven days after posting if sent to or
from a place outside Australia).


 


21.5                        Deemed
receipt - fax


 


If sent by fax, they are taken to be
received at the time shown in the transmission report as the time that the
whole fax was sent.


 


21.6                        Deemed
receipt - general


 


Despite clauses 21.4 (“Deemed receipt - postal”) and 21.5 (“Deemed receipt - fax”), if they are
received after 5pm in the place of receipt or on a non-Business Day, they are
taken to be received at 9am on the next Business Day.


 


21.7                        Class
A Note Conditions


 


Subject to clause 2.3(e) (“Initial issue as Class A Book-Entry Notes”),
all notices with respect to the Class A Note Holders are valid if despatched in
accordance with, and will be regulated by, the Class A Note Conditions.


 


22                                  Limited
recourse


 


22.1                        Limitation on Trustee’s liability


 


The Trustee enters into this deed only in
its capacity as trustee of the Trust and in no other capacity.  A liability incurred by the Trustee arising
under or in connection with this deed or the Trust is limited to and can be
enforced against the Trustee only to the extent to which it can be satisfied
out of Assets of the Trust out of which the Trustee is actually indemnified for
the liability.  This limitation of the
Trustee’s liability applies despite any other provision of this deed (other
than clause 22.3 (“Breach of Trust”))
and extends to all liabilities and obligations of the Trustee in any way
connected with any


 


38

















 


representation, warranty, conduct,
omission, agreement or transaction related to this deed or the Trust.


 


22.2                        Claims
against Trustee


 


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


 


22.3                        Breach
of Trust


 


The provisions of this clause 22 (“Limited Recourse”) limiting the Trustee’s
liability will not apply to any obligation or liability of the Trustee to the
extent that it is not satisfied because under this deed or any other
Transaction Document in relation to the Trust or by operation of law there is a
reduction in the extent of the Trustee’s indemnification out of the Assets of
the Trust, as a result of the Trustee’s fraud, gross negligence or wilful
default.


 


22.4                        Acts
or omissions


 


It is acknowledged that the Relevant
Parties are responsible under this deed and the other Transaction Documents in
relation to the Trust for performing a variety of obligations relating to the
Trust.  No act or omission of the
Trustee (including any related failure to satisfy its obligations or breach of
representation or warranty under this deed) will be considered fraud, gross
negligence or wilful default for the purpose of clause 22.3 (“Breach of Trust”) if and to the extent the
act or omission was caused or contributed to by any failure by any Relevant
Party or any other person appointed by the Trustee under any Transaction
Document (other than a person whose acts or omissions the Trustee is liable for
in accordance with any Transaction Document) to fulfil its obligations relating
to the Trust or by any other act or omission of any Relevant Party or any other
such person regardless of whether or not the act or omission is purported to be
done on behalf of the Trustee.


 


22.5                        No
authority


 


No attorney, agent, receiver or receiver
and manager appointed in accordance with this deed or any other Transaction
Document has authority to act on behalf of the Trustee in a way that exposes
the Trustee to any personal liability, and no act or omission of any such
person will be considered fraud, gross negligence or wilful default of the
Trustee for the purpose of clause 22.3 (“No
obligation”).


 


22.6                        No
Obligation


 


The Trustee is not obliged to do anything
or refrain from doing anything under or in connection with this deed (including
incur a liability) unless the Trustee’s liability is limited in the same manner
as set out in this clause.


 


39

















 


23                                  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 Class A Note Conditions, the Trustee may by notice
to the Note Trustee and copied to the Trust Manager terminate the trust
constituted by this deed.


 


24                                  Trust
Indenture Act


 


24.1                        Certificates and opinions


 


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


 


(i)                                     a certificate from two Authorised Officers of the 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 Trustee must furnish to the Note Trustee a
certificate or opinion of an engineer, appraiser or other expert as to the fair
value:


 


(i)                                     of any property or securities to be released from the Security
Interest created by the Global 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 trustee of any securities the deposit of which with the
Trustee is to be made the basis for the release of any property or securities
subject to the Security Interest created by the Global 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 trustee of any property the subjection of which to the
Security Interest created by the Global 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
Global Master


 


40

















 


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 Officer of the
Trustee).


 


(c)                                  (Form of certificates and opinions) 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 6.1(d)(i) (“The Trustee and Trust Manager”)) 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.


 


24.2                        Undertaking
for Costs


 


(a)                                  (Undertaking) Subject to clause 24.2(b) (“Undertaking for Costs”), all parties to
this deed agree, and each Class A Note Holder by such Class A Note Holder’s
acceptance of the Class A 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 24.2(a) (“Undertaking for Costs”) shall not apply
to:


 


(i)                                     any suit instituted by the Note Trustee;


 


(ii)                                  any suit instituted by any Class A Note Holder, or group of Class A
Note Holders, in each case holding in the aggregate Class A Notes with an
Invested Amount of more than 10% of the then aggregate Invested Amount of all
Class A Notes; or


 


41

















 


(iii)                               any suit instituted by any Class A Note Holder for the enforcement
of the payment of principal or interest on any Class A Note on or after the
respective due dates expressed in such Class A Note and in this deed.


 


24.3                        Exclusion of section 316(a)(1)


 


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


 


24.4                        Unconditional rights of Class A Note Holders to receive principal and interest


 


Notwithstanding any other provisions in
this deed, any Class A Note Holder shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest, if any, on
each Class A Note held by it on or after the respective due dates thereof
expressed in such Class A Note or in this deed or to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Class A Note Holder, except to the extent that this deed or
the Global Master Security Trust Deed contains provisions limiting or denying
the right of any Class A Note Holder 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 Global Master Security
Trust Deed upon any property subject to such Security Interest.


 


24.5                        Conflict with Trust Indenture Act


 


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


 


25                                  Miscellaneous


 


25.1                        Certificate


 


A certificate signed by the Trustee, Trust
Manager or Note Trustee or its solicitors about a matter or about a sum payable
to the Trustee, the 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.


 


25.2                        Exercise
of rights


 


The Trustee, 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


 


42

















 


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, gross negligence or wilful default.


 


25.3                        Waiver
and variation


 


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.


 


25.4                        Supervening legislation


 


Any present or future legislation which
operates to vary the obligations of the Trustee, Trust Manager or Note Trustee
in connection with this deed with the result that the rights, powers or
remedies of the Trustee, 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.


 


25.5                        Approvals
and consent


 


The Trustee, the 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.


 


25.6                        Remedies
cumulative


 


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.


 


25.7                        Indemnities


 


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


 


25.8                        Time
of the essence


 


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


 


25.9                        Receipts


 


The receipt of a Receiver, or an Authorised
Officer of the Trustee or Note Trustee, releases the person paying money to the
Receiver, the Trustee or 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.


 


43

















 


25.10                 Acknowledgment


 


The parties acknowledge and agree that the
Trustee, the 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.


 


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


 


25.11                 Disclosure of information


 


Subject to this deed, the Trustee and the
Note Trustee are 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
Trustee and the Note Trustee in connection with this deed.


 


25.12                 Rights
cumulative


 


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.


 


25.13                 Signatures


 


The Trustee, the 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 Trustee, the Trust
Manager or the Note Trustee (as the case may be) has reasonable grounds to
believe that the signature is not genuine. 
Neither the Trustee, the 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 Trust Manager) is to be borne by the relevant Trust in
respect of which the loss is incurred.


 


25.14                 Meetings


 


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 Global Master
Security Trust Deed and the relevant Deed of Charge.


 


26                                  Governing
law


 


26.1                        Governing law


 


Each Transaction Document is governed by
the law in force in the place specified in the Details and the parties submit
to the non-exclusive jurisdiction of the courts of that place.


 


44

















 


26.2                        Submission to jurisdiction


 


Without preventing any other method of
service, any document in a court action may be served on a party by being
delivered to or left at that party’s address for service of notices under
clause 21 (“Notices”).


 


27                                  Counterparts


 


This deed may consist of a number of
copies, each signed by one or more parties to the deed.  If so, the signed copies are treated as
comprising one document.


 


28                                  Definitions and Interpretation


 


28.1                        Definitions
Schedule


 


The following words have these meanings
unless the contrary intention appears:


 


Definitions Schedule means the
deed entitled “Kingfisher Master Trusts Master Definitions Schedule” dated 1
August 2000 between the Trustee, the Trust Manager and P.T. Limited, as
amended by the deed entitled “Kingfisher Master Trusts Amending Deed” dated 16
May 2001.


 


Details means the section of this
deed entitled “Details”.


 


Principal Paying Agent means the
Principal Paying Agent as defined in the agreement entitled “Kingfisher Trust
2004-1G Agency Agreement” between the Trustee, the Trust Manager, and the Bank
of New York dated on or about the date of this deed.


 


Supplemental Deed means the deed
entitled “Kingfisher Trust 2004-1G Supplemental Deed” dated on or about the
date of this deed between the Trustee, the Trust Manager and others.


 


Trust means the
Kingfisher Trust 2004-1G.


 


28.2                        Interpretation


 


(a)                                  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.


 


(b)                                 This deed binds the Trustee, the Trust Manager, the Note Trustee and
the Class A Note Holders of the Trust.


 


(c)                                  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 shall bear the same meaning when used
in this deed. Where definitions are in respect of a “Trust” they shall be
interpreted in this deed in respect of the Trust.  In the event of any inconsistency between a definition expressly
defined in this deed and a definition in the Definitions Schedule, the
definition in this deed shall prevail. In the event of any inconsistency
between a definition in the Definitions Schedule and a definition in the


 


45

















 


Supplemental Deed, the definition in the
Supplemental Deed will prevail.


 


28.3                        Appointment of the Note Trustee


 


The Note Trustee:


 


(a)                                  is appointed to act as trustee on behalf of the Class A Note Holders
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 Trustee and the
Trust Manager under this deed and under the other Transaction Documents given
in favour of the Note Trustee,


 


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


 


28.4                        Interpretation of provisions incorporated from TIA


 


Where a provision of the TIA is
incorporated into this deed in accordance with the TIA (as described in clause
24.5 (“Conflict with Trust Indenture Act”))
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 A Notes.


 


“indenture security
holder” means the Class A Note Holder.


 


“indenture to be
qualified” means this deed.


 


“indenture trustee” or “institutional trustee” means the Note Trustee.


 


“obligor upon the indenture
securities” means the 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.


 


46

















 


EXECUTED as a deed


 


47

















 


Kingfisher Trust 2004-1G Note Trust Deed


 


Schedule 1 - Form of Class A Note and
Terms and Conditions


 


	
  Class A Note

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Registered No.: 001

  	
   

  	
  CUSIP No:
  [              ]

  
	
   

  	
   

  	
  ISIN No.:
  [                ]

  
	
  Registered Holder: CEDE & CO.

  	
   

  	
  Common Code:
  [                ]

  



 


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


 


The principal of this Class A 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 Class A Note Conditions.  Accordingly, the outstanding principal
amount of this Class A Note at any time may be less than the amount shown on
the face of this Class A Note.


 


PERPETUAL TRUSTEE COMPANY
LIMITED (ABN 42 000 001 007)

(a limited liability company incorporated under the law of New South Wales,
Australia)

in its capacity as trustee (“Trustee”) of the Kingfisher Trust 2004-1G
(the “Trust”)


 


CLASS A NOTE


 


This Class A
Note is issued by the Trustee in an initial aggregate principal amount of
US$1,000,000,000 (approximate) (the “Class A Notes”) and is:


 


(a)                                  constituted by a Note Trust Deed (the “Note Trust Deed”) dated
[               ]
2004 made between the Trustee, ANZ Capel Court Limited (ABN 30 004 768 807)
(the “Trust
Manager”) and The Bank of New York(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 1
August 2000 made between the Trust Manager and the Trustee as amended by
deed dated May 16, 2001;


 


(ii)                                  a Supplemental Deed (the “Supplemental Deed”) dated
[              ]
2004 made between (amongst others) Australia and New Zealand


 


48

















 


Banking Group
Limited (ABN 11 005 357 522), the Trust Manager, the Trustee and P.T. Limited
(“Security
Trustee”);


 


(iii)                               a Global Master Security Trust Deed (the “Master Security Trust Deed”)
dated May 16, 2001 made between the Trustee, the Trust Manager, the Note
Trustee and the Security Trustee;


 


(iv)                              the Agency Agreement (“Agency Agreement”) dated
[     ], 2004 made between the Trustee, the Note
Trustee, the Trust Manager, The Bank of New York as Principal Paying Agent,
Class A Note Registrar and Calculation Agent, The Bank of New York, London
Branch as London Paying Agent;


 


(v)                                 a Deed of Charge dated April 1, 2004 made between the Trustee,
the Security Trustee, the Trust Manager and the Note Trustee;


 


(vi)                              the Note Trust Deed; and


 


(vii)                           the Class A Note Conditions as set out in the Annexure to this Class
A Note (the “Class A Note Conditions”).


 


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


 


The Trustee in
its capacity as trustee of the Trust, subject to and in accordance with this
Class A Note, the Class A Note Conditions, the Agency Agreement, the
Supplemental Deed and the Note Trust Deed, promises to pay to Cede & Co. as
the registered holder of this Class A Note, or to registered assigns of this
Class A Note, the principal sum of US$1,000,000,000 (approximate) (or such part
of that amount as may become repayable under the Class A Note Conditions, 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 Class A Note
Conditions, the Supplemental Deed and the Note Trust Deed and to pay interest
in arrears on each Payment Date on the Invested Amount of this Class A Note at
rates determined in accordance with Condition 6 of the Class A Note Conditions.


 


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


 


The Class A
Definitive Notes to be issued on that exchange will be in registered form each
in the denomination of US$100,000 or integral multiples thereof.  If the Trustee fails to meet its obligations
to issue Class A Definitive Notes, this shall be without


 


49

















 


prejudice to
the Trustee’s obligations with respect to the Class A Notes under the Note
Trust Deed, the Master Trust Deed, the Supplemental Deed, the Agency Agreement
and this Class A Note.


 


Payments of
interest on this Class A 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 Class A Note Conditions and the Agency Agreement.  If this Class A Note is a Class A Book-Entry
Note such payments will be made to the nominee of the Depository (initially,
such nominee to be Cede & Co.) and each of the persons appearing from time
to time in the records of DTC as the holder of a beneficial interest in a Class
A Note will be entitled to receive any payment so made in respect of that Class
A Note only in accordance with the respective rules and procedures of DTC.  Such persons will have no claim directly
against the Trustee in respect of payments due on the Class A Notes which must
be made by the holder of this Class A Note, for so long as this Class A Note is
outstanding.


 


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


 


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


 


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


 


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


 


PERPETUAL TRUSTEE COMPANY
LIMITED by:


 


	
   

  	
   

  
	
  Authorised
  Person/duly appointed representative

  



 


IMPORTANT NOTES:


 


Neither the
Trust Manager nor the Trustee is under any obligation at any time to repurchase
any Class A Notes from Class A Note Holders.


 


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


 


The Trustee’s
liability is limited in accordance with Condition 12.  The Trustee issues this Class A 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 A
Note or any other


 


50

















 


Transaction
Document is limited to and can be enforced against the Trustee only to the
extent to which it can be satisfied out of the Assets of the Trust out of which
the Trustee is actually indemnified for the liability.  This limitation of the Trustee’s liability
will not apply to any obligation or liability of the 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
Trustee’s indemnification out of the Assets of the Trust as a result of any
fraud, negligence or wilful default on the part of the Trustee.  Subject to the terms of the Transaction
Documents, the Trustee will have no liability for any act or omission of the
Trust Manager or of any other person.


 


Transfers of
the Class A Notes must be pursuant to the annexed form of assignment and
otherwise in accordance with clause 12 of the Agency Agreement.


 


None of the
Trust Manager, Australia and New Zealand Banking Group Limited (the “Bank”)
as the Seller, the Originator, the Security Trustee, the Servicer and the
Custodian or any affiliate of the Bank or the 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 A
Notes.


 


The
Class A Notes do not represent deposits or other liabilities of the
Bank.  The holding of the Class A
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 A Notes, or the Assets held by the Trust.


 


51

















 


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 A Note and all rights thereunder, and hereby irrevocably constitutes
and appoints


 


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


 


	
  •    Dated:

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  



 












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


 


52

















 


CERTIFICATE OF AUTHENTICATION


 


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


 


	
  THE BANK OF NEW YORK by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorised
  Person/duly appointed representative

  	
   

  
	
   

  	
   

  
	
  Dated:     [            ]
  2004

  	
   

  
			



 


53

















 


Annexure


 


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


 


1                                          General


 


The issue of the
US$1,000,000,000 (approximate) Class A Mortgage Backed Floating Rate Notes due
2035 (“Class
A Notes”), the A$23,500,000 (approximate) Class B Mortgage Backed
Floating Rate Notes due 2035 (“Class B Notes”) (together the “Notes”) by Perpetual Trustee Company
Limited, ABN 42 000 001 007, (“Perpetual”) in its capacity as trustee of
the Kingfisher Trust 2004-1G (“Trust”) (Perpetual in such capacity, the “Trustee”)
was authorized by a resolution of the board of directors of Perpetual passed on
or about
[                 ]
2004.


 


The Class A Notes:


 


(b)                                 are constituted by the Kingfisher Trust 2004-1G Note Trust Deed (“Note Trust
Deed”) dated
[               ]
2004 made between the Trustee, ANZ Capel Court Limited (“Trust Manager”) and The Bank
of New York (“Note Trustee”) as trustee for the several persons who are
from time to time the holders of the Class A Notes (each a “Class A Note Holder” and
together the “Class A Note Holders”); and


 


(c)                                  are issued subject to, and with the direct or indirect benefit of,
amongst other things:


 


(i)                                     a Master Trust Deed (“Master Trust Deed”) dated
August 1, 2000, as amended by a deed dated May 16, 2001 , made
between the Trust Manager and Perpetual;


 


(ii)                                  a Supplemental Deed (“Supplemental Deed”) dated
[             ]
2004 made between Australia and New Zealand Banking Group Limited, ABN
11 005 357 522 (generally the “Bank” and in its respective
capacities under the Supplemental Deed, the “Seller”, the initial “Servicer”
and the “Custodian”),
the Trust Manager, the Trustee, P.T. Limited, ABN 67 004 454 666 (“Security
Trustee”) and certain other parties;


 


(iii)                               a Global Master Security Trust Deed (“Master Security Trust Deed”) dated May 16, 2001 made
between the Trustee, the Trust Manager, the Note Trustee and the Security
Trustee and a Deed of Charge (“Deed of Charge”)
dated April 1, 2004 between the same parties;


 


(iv)                              the Note Trust Deed;


 


54

















 


(v)                                 these terms and conditions (“Class A Note Conditions”);


 


(vi)                              the Agency Agreement (as defined below); and


 


(d)                                 have certain defined terms, the meanings of which are contained in a
Master Definitions Schedule (“Definitions Schedule”) dated
August 1, 2000, as amended by deed dated May 16, 2001 , made between
the Trust Manager, the Trustee and the Security Trustee.


 


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


 


Payments of
interest and principal, and the calculation of certain amounts and rates, under
these Class A Note Conditions in respect of the Class A Notes will be made
pursuant to an Agency Agreement (“Agency Agreement”) dated
[             ]
2004 made between the Trustee, the Note Trustee, the Trust Manager, The Bank of
New York, as the initial principal paying agent and the calculation agent (“Principal
Paying Agent” and “Calculation Agent”) (together with any
other paying agent appointed from time to time under the Agency Agreement, “Paying Agents”) and as the initial Class A
note registrar (“Class A Note Registrar”)
and The Bank of New York, London Branch as initial London paying agent.


 


The Trustee has
entered into a 1992 ISDA Master Agreement in relation to currency risk (the “Currency
Swap Agreement”) with The Royal Bank of Scotland plc (the “Currency
Swap Provider”) and the Trust Manager, each together with a
schedule and a confirmation relating thereto in respect of the Class A
Notes (each such confirmation documenting the “Currency Swap”).


 


The Trustee has
entered into a 1992 ISDA Master Agreement in relation to basis and interest
rate risk with Australia and New Zealand Banking Group Limited (the “Basis Swap
Provider” and the “Fixed Rate Swap Provider”), together with a
schedule and any confirmation relating thereto in respect of the Class A
Notes (each such confirmation documenting a “Basis Swap” or a “Fixed Rate
Swap”).


 


The Class A Notes
will on issue be listed on the official list of the UK Listing Authority in its
capacity as competent authority pursuant to Part VI of the FSMA and admitted to
trading by the London Stock Exchange.


 


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


 


2                                          Interpretation and Payment Calculations


 


2.1                                 Interpretation


 


In these Class A
Note Conditions, unless the context otherwise requires:


 


55

















 


(a)                                  a reference to a party includes that party’s executors,
administrators, successors, substitutes and assigns, including any person
replacing that party by way of novation;


 


(b)                                 a reference to any regulation or to any section or provision
thereof includes any statutory modification or re-enactment or any statutory
provision substituted therefor and all ordinances, by-laws, regulations and
other statutory instruments issued thereunder;


 


(c)                                  a reference to any document or agreement is a reference to such
document or agreement as amended, varied, supplemented or replaced from time to
time;


 


(d)                                 words importing the singular include the plural (and vice versa);


 


(e)                                  words denoting a given gender include all other genders; and


 


(f)                                    headings are for convenience only and do not affect the
interpretation of these Class A Note Conditions.


 


2.2                                 Payment Calculations


 


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


 


3                                          Class A Note Holders bound


 


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


 


“Transaction Documents” means the Master Trust Deed insofar as
it relates to the Trust, the Definitions Schedule insofar as it applies to
the Trust, the Notice of Creation of Trust, the Supplemental Deed, each Support
Facility, the Master Security Trust Deed insofar as it applies to the Trust,
the Deed of Charge, the Underwriting Agreement, the Currency Swap Agreement,
the Basis Swap, the Fixed Rate Swap, the Note Trust Deed, each Note, the Master
Servicer Deed insofar as it applies to the Trust, the Agency Agreement, the
Sale Notice, each Primary Mortgage Insurance Policy, the Pool Insurance Policy
(excluding, for the purposes of inspection rights, the schedule of
mortgages attached to it), the Mortgage Insurance Premium Policy and any other
document which is agreed by the Trust Manager and the Trustee to be a
Transaction Document in relation to the Trust.


 


“Support Facility”, “Notice of
Creation of Trust”, “Master Servicer Deed” “Underwriting Agreement”, “Sale
Notice”, “Primary Mortgage Insurance Policy”, “Pool Insurance Policy” and
“Mortgage Insurance Premium Policy” have the same respective meanings as in the
Supplemental Deed or the Definitions Schedule, as the case may be.


 


56

















 


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


 


4.1                                 Form and Denomination


 


The Class A Notes
will be issued in registered form, without interest coupons, in minimum
denominations of US$100,000 and integral multiples of $US10,000 in excess
thereof.  The initial principal amount
of each Class A Note (“Initial Invested Amount” in relation to
that Class A Note) will be stated on its face.


 


4.2                                 Title


 


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


 


5                                         Status, Security and Relationship between the Class A
Notes and the Class B Notes


 


5.1                                 Status of the Securities


 


The Class A Notes
are direct, secured (as described in Condition 5.2) limited recourse (as
described in Condition 5.3) obligations of the Trustee.


 


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The Class B Notes
are direct, secured, limited recourse, subordinated obligations of the Trustee.


 


5.2                                 Security


 


The obligations of
the Trustee under the Class A Notes are (amongst the other payment obligations
of the Trustee comprising the Secured Moneys (as defined below)) secured,
pursuant to the Master Security Trust Deed and the Deed of Charge, in favor of
the Security Trustee as trustee for the Secured Creditors (as defined below),
by a fixed and floating charge (“Charge”) over all of the assets and
property, real and personal (including choses in action and other rights),
tangible and intangible, present or future, of the Trust (“Secured Property”).  The Secured Property includes an equitable
interest in certain housing loans, and related mortgages, acquired by the
Trustee from the Seller.  The Charge is
a first ranking security in respect of the Secured Property.


 


“Secured Creditors” and “Secured Moneys” have the same respective
meanings as in the Deed of Charge.


 


5.3                                 Limited Recourse


 


The liability of
the Trustee to make interest and principal payments on the Class A Notes is
limited, except in certain circumstances described in Condition 12, to the assets
and property of the Trust available for this purpose in accordance with, and
subject to the order of priority of payments in, the Supplemental Deed.


 


The net proceeds
of realization of the assets and property of the Trust (including following an
Event of Default) may be insufficient to pay all amounts due to the Class A
Note Holders and any other amounts ranking in priority to or equally with
amounts due to the Class A Note Holders. 
Except in the limited circumstances described in Condition 12, the assets of
Perpetual held in its personal capacity will not be available for payment of
any shortfall arising and all claims in respect of such shortfall will be
extinguished.  The assets of Perpetual
held in its capacity as trustee of any other trust (including any other trust
established pursuant to the Master Trust Deed) will not in any circumstances be
available to pay any amounts due to Class A Note Holders.


 


None of the Bank,
the Trust Manager, the Seller, the Fixed Rate Swap Provider, the Basis Swap
Provider, the Note Trustee, the Security Trustee, the Principal Paying Agent,
the London Paying Agent, the Calculation Agent or the Currency Swap Provider,
amongst others, have any obligation to any Class A Note Holder for payment of
any amount owed by the Trustee in respect of the Class A Notes.


 


“Event of Default” has the meaning given to it in the Deed
of Charge.


 


5.4                                 No Preference within the Class A Notes


 


The Class A Notes
rank equally and ratably and without any preference or priority among
themselves.


 


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5.5                                 Subordination of Class B Notes


 


Prior to the
occurrence of an Event of Default, the payment of interest in relation to the
Class B Notes is subordinated to, amongst other things, the payment of interest
on the Class A Notes in accordance with the Supplemental Deed; and the
repayment of the principal on the Class B Notes is subordinated to, amongst
other things, the repayment of the principal on the Class A Notes (in the case
of the Class A Notes, the subordination of the Class B Notes is in respect of
the relevant A$ amounts payable by the Trustee to the Currency Swap Provider
which in turn will be applied to meet the payment of interest and the repayment
of principal on the Class A Notes as explained, respectively, in Conditions
6.9 and 7.2).


 


Following the
occurrence of an Event of Default, in the distribution of the net proceeds (if
any) arising from the enforcement of the Charge, any payment in relation to the
Class B Notes will be subordinated to, amongst other things, payment of all
amounts due in relation to the Class A Notes (the amounts owing in respect of
the Class A Notes will, for the purposes of determining distributions to, and
allocations between, the Class A Note Holders and the Class B Note Holders
(together, the “Note Holders”) and
other Secured Creditors, be converted into A$ in accordance with the Master
Security Trust Deed).


 


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


 


The Class A Notes
and the Class B Notes enjoy the same rights, entitlements, benefits and
restrictions except as expressly provided in the Transaction Documents.


 


6                                         Interest


 


6.1                                 Period of Accrual


 


Each Class A Note
accrues interest from (and including) July 7, 2004 (“Closing Date”) and ceases to
accrue interest on (but excluding) the earliest of:


 


(a)                                  the date on which the Stated Amount (as hereinafter defined) of the
Class A Note is reduced to zero and all accrued but previously unpaid interest
is paid in full (including but not limited to the circumstances described in Conditions
7.3 and 7.4);


 


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


 


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


 


59

















 


(ii)                                  the seventh day after notice is given to the Class A Note Holder
(either in accordance with Condition 11.1 or individually) that, where
required by Condition 8.2, such payment will be made, provided that upon
such presentation payment is in fact made;


 


(c)                                  the date on which the Class A Note is deemed to be redeemed in
accordance with Condition 7.6;


 


(d)                                 the date on which the Class A Note Holder renounces all of its
rights to any amounts payable under or in respect of that Class A Note; and


 


(e)                                  the Final Maturity Date (as defined in Condition 7.1).


 


“Stated Amount” in relation to:


 


(e)                                  a Class A Note on any Determination Date means an amount equal to
the Initial Invested Amount of that Class A Note less the sum of:


 


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


 


(ii)                                  the amount to be paid in relation to that Class A Note on account of
principal on the next Payment Date pursuant to Condition 7.2(c); less


 


(iii)                               the amount of any Principal Charge-Off to be allocated to that Class
A Note on that Determination Date which will not be reimbursed on the
immediately following Payment Date in accordance with the Supplemental Deed;
less


 


(iv)                              (without double counting any Principal Charge-Offs) any Carryover
Principal Charge-Offs in respect of that Class A Note which have not been
reimbursed on or before the immediately following Payment Date in accordance
with the Supplemental Deed; and


 


(f)                                    a Class B Note on any Determination Date, has the meaning given to
it in the Supplemental Deed.


 


“Determination Date”, “Initial
Invested Amount”,
“Principal
Charge-Off” and “Carryover Principal Charge-Offs” have the
meanings given to those words in the Supplemental Deed.


 


6.2                                 Interest Periods


 


The period that a
Class A Note accrues interest in accordance with Condition 6.1 is divided into
periods (each an “Interest Period”). 
The first Interest Period for a Class A Note commences on (and includes)
the Closing Date and ends on (but does not include) the first Payment Date
thereafter.  Each succeeding Interest
Period for a Class A Note commences on (and includes) a Payment Date and ends
on (but does not include) the next Payment Date.  The final Interest Period for a Class A Note ends on (but does
not include) the date


 


60

















 


on which interest
ceases to accrue on the Class A Note pursuant to Condition 6.1.


 


“Business Day” means any day (other than a Saturday, a
Sunday or a public holiday) on which banks are open for business in Melbourne
and Sydney, Australia, London, United Kingdom and New York City, United States
of America.


 


“Payment Date” means the 18th day of each of September,
December, March and June in each year (or, if such a day is not a
Business Day, the next Business Day). 
The first Payment Date is September 18, 2004 (or, if that day is
not a Business Day, the next Business Day).


 


6.3                                 Interest Rate for the Class A Notes


 


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


 


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


 


(a)                                  on the second Banking Day before the beginning of the Interest
Period (a “Rate
Set Date”) the Calculation Agent will determine the rate
“USD-LIBOR-BBA” as the applicable Floating Rate Option under the 2000
Definitions of the International Swaps and Derivatives Association, Inc. (“ISDA”)
(the “ISDA
Definitions”) being the rate applicable to any Interest Period for
three-month deposits in US dollars in the London inter-bank market which
appears on the Rate Page (as hereinafter defined) as of 11.00am, London time,
on the Rate Set Date;


 


(b)                                 if such rate does not appear on the Rate Page at that time, the
USD-LIBOR-BBA for that Interest Period will be determined as if the Trustee and
the Calculation Agent had specified “USD-LIBOR-Reference Banks” as the
applicable Floating Rate Option under the ISDA Definitions.  For this purpose “USD-LIBOR-Reference Banks”
means that the rate for an Interest Period will be determined on the basis of
the rates at which deposits in US dollars are offered by the Reference Banks
(being four major banks in the London interbank market determined by the
Calculation Agent) at approximately 11.00am, London time, on the Rate Set Date
to prime banks in the London interbank market for a period of three months
commencing on the first day of the Interest Period and in a Representative
Amount (as defined in the ISDA Definitions). 
The Calculation Agent will request the principal London office of each
of the Reference Banks to provide a quotation of its rate.  If at least two such quotations are provided,
the USD-LIBOR-BBA for that Interest Period will be the arithmetic mean of the
quotations.  If fewer than two
quotations are provided as requested, the USD-LIBOR-BBA for that Interest
Period will be the arithmetic mean of the rates quoted by major banks in New
York City,


 


61

















 


selected by
the Calculation Agent, at approximately 11.00am, New York City time, on that
Rate Set Date for loans in US dollars to leading European banks for a period of
three months commencing on the first day of the Interest Period and in a
Representative Amount (as defined in the ISDA Definitions).  If no such rates are available in New York
City, then the USD-LIBOR-BBA for such Interest Period will be the most recently
determined rate in accordance with paragraph (a); and


 


(c)                              to the extent that the first Interest Period is less than three
months, the USD-LIBOR-BBA for the first Interest Period will be the rate
determined by linear interpolation calculated in accordance with paragraph (a)
or, if applicable, paragraph (b) above with reference to the duration of the
first Interest Period.


 


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


 


“Call Option Date” means the Payment Date on
which the aggregate Outstanding Balance of all Housing Loans referable to the
Purchased Receivables (calculated as at the end of the immediately preceding
Collection Period) is less than 10% of the aggregate Outstanding Balance of all
Housing Loans referable to the Purchased Receivables on the Cut-off Date.


 


“Cut-off Date” means June 22, 2004.


 


“Rate Page” means Telerate (as defined in the ISDA
Definitions) Page 3750.


 


“Margin” in relation to a Class A Note means,
subject to the following:


 


(a)                                  for the period from, and including, the Closing Date to, but
excluding, the Payment Date which is the Call Option Date, [ ]% per annum;
and


 


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


 


If on or after the
Payment Date which is the Call Option Date the Trustee, at the direction of the
Trust Manager, proposes to exercise its option to redeem the Notes at their
Stated Amount in accordance with Condition 7.3 on a Payment Date but is
unable to do so because, following a meeting of Note Holders convened under the
Master Trust Deed by the Trust Manager for this purpose, the Note Holders have
not approved by an Extraordinary Resolution (as defined in Condition 10.3) the
redemption of the Class A Notes at their Stated Amount, then the Margin in
relation to each Class A Note from, and including, that Payment Date to, but
excluding, the date on which that Class A Note ceases to accrue interest in
accordance with Condition 6.1, will remain at, or revert to, the Margin
applying at the Closing Date.


 


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


 


62

















 


6.4                                 Calculation of Interest on the Class A Notes


 


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


 


If any Interest
Amount is not paid on the date when it is due and payable, then such unpaid
Interest Amount will accrue interest in accordance with these Class A Note
Conditions until paid in full.


 


“Invested Amount” in relation to a Class A Note means, on
any Determination Date, the Initial Invested Amount of that Class A Note less
the aggregate of all amounts previously paid, and to be paid on the next
Payment Date, in relation to that Class A Note on account of principal pursuant
to Condition 7.2(c).


 


6.5                                 Determination of Interest Rate and Interest Amount


 


The Calculation
Agent will, as soon as practicable after 11.00am (London time or, if
applicable, New York City time) on each Rate Set Date, determine the Interest
Rate in relation to the Class A Notes, and calculate the Interest Amount, for
the immediately succeeding Interest Period in accordance with, respectively,
Conditions 6.3 and 6.4.  The
determination of the Interest Rate, and the calculation of the Interest Amount,
by the Calculation Agent in accordance with, respectively, Conditions 6.3 and
6.4 will (in the absence of fraud, gross negligence or willful default) be
final and binding upon all parties.


 


6.6                                 Notification and Publication of Interest Rate and Interest
Amount


 


The Calculation
Agent will cause the Interest Rate, the Interest Amount and the Principal
Amount (as defined in Condition 7.2(c)) for each Interest
Period, and the date of the next Payment Date, to be notified to the Trustee,
the Trust Manager, the Note Trustee, the Currency Swap Provider, the Paying
Agents and the United Kingdom Listing Authority (“UK Listing Authority”) (for so long as the Class A Notes are
listed on the Official List of the UK Listing Authority and admitted to trading
by the London Stock Exchange, plc (“London
Stock Exchange”)) on or as soon as practical after the Calculation
Agent has determined the Interest Rate and calculated the Interest Amount or on
such earlier date as the London Stock Exchange or the UK Listing Authority may
require (for so long as the Class A Notes are listed on the Official List of
the UK Listing Authority and admitted to trading by the London Stock Exchange)
and will cause the same to be published in accordance with Condition 11 as soon as
possible after that notification.  The
Interest Amount and the Payment Date may subsequently be amended (or
appropriate alternative arrangements made by way of adjustment) without notice
in the event of an extension or shortening of the Interest Period.  If following the occurrence of an Event of
Default (as defined in Condition 9.1), the Security Trustee
declares in accordance with the Master Security Trust Deed that the Class A
Notes are immediately due and payable, the


 


63

















 


Interest Rate in
respect of the Class A Notes will nevertheless continue to be calculated by the
Calculation Agent in accordance with this Condition 6.6, but no publication of
the Interest Rate so calculated needs to be made unless the Note Trustee
otherwise requires.


 


6.7                                 Determination or Calculation by the Note Trustee


 


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


 


6.8                                 Calculation Agent


 


The Trustee will
procure that, for so long as any of the Class A Notes remain outstanding, there
will at all times be a Calculation Agent. 
The Trust Manager may, with the prior written approval of the Note
Trustee and the Trustee, terminate the appointment of the Calculation Agent at
any time by giving not less than 45 days’ notice in writing to, amongst others,
the Calculation Agent.  Notice of that
termination will be given by the Trustee to the Class A Note Holders in
accordance with Condition 11.1.  If any
person is unable or unwilling to continue to act as the Calculation Agent, or
if the appointment of the Calculation Agent is terminated, the Trustee, at the
direction of the Trust Manager, will appoint a successor Calculation Agent to
act as such in its place, provided that neither the resignation nor removal of
the Calculation Agent will take effect:


 


(a)                                  until a successor approved by the Note Trustee and the Trustee has
been appointed;


 


(b)                                 if as a result there would cease to be Agents as required by these
Class A Note Conditions; and


 


(c)                                  provided further that there must at all times be a Paying Agent in
London.


 


Notice of the
appointment of the successor shall be given by the Trustee to the Class A Note
Holders in accordance with Condition 11.1.  The initial Calculation Agent and its specified office are set
out at the end of these Class A Note Conditions.


 


“Agent” and “Paying Agent” have the meanings given to
them in the Definitions Schedule.


 


6.9                                 Payment of the Interest Amount


 


The Interest
Amount for each Interest Period in relation to a Class A Note is payable in
arrears in US$ on the relevant Payment Date. 
On each Payment Date prior to the occurrence of an Event of Default, the
Trustee must (on the direction of the Trust Manager):


 


64

















 


(a)                                  to the extent that there are funds available for this purpose in
accordance with the Supplemental Deed pay, in accordance with the directions of
the Trust Manager, the A$ Class A Interest Amount (defined below) in relation
to that Payment Date to the Currency Swap Provider in accordance with the
Currency Swap;


 


(b)                                 to the extent of the payment received under paragraph (a) above,
direct the Currency Swap Provider to pay the interest due on the Class
A Notes on each Payment Date to the Paying Agents in accordance with the
Agency Agreement and the Currency Swap; and


 


(c)                                  direct the Principal Paying Agent to pay the interest due on the
Class A Notes from the amounts received from the Currency Swap Provider
ratably amongst the Class A Notes based on their Invested Amounts towards the
Interest Amount in relation to each Class A Note in relation to the relevant
Interest Period in accordance with, and subject to, these Class A Note
Conditions and the Agency Agreement.


 


“A$ Class A Interest Amount” has the same meaning as in the
Supplemental Deed.


 


7                                          Redemption


 


7.1                                 Final redemption of the Class A Notes


 


Unless previously
redeemed (or deemed to be redeemed) in full, the Trustee will redeem the Class
A Notes at their then Stated Amount, together with all then accrued but unpaid
interest, on the Payment Date occurring in September 2035 (“Final
Maturity Date”).


 


7.2                                 Part Redemption of Class A Notes


 


Subject to Conditions 7.3, 7.4
and 7.6,
on each Payment Date prior to the occurrence of an Event of Default, until the
Stated Amount of the Class A Notes, together with all then accrued but unpaid
interest, is reduced to zero, the Trustee must (on the direction of the Trust
Manager):


 


(a)                                  pay, in accordance with the directions of the Trust Manager, the A$
Class A Principal (if any) payable in relation to that Payment Date to the
Currency Swap Provider in accordance with the Currency Swap;


 


(b)                                 to the extent of the payment received under paragraph (a) above,
direct the Currency Swap Provider to pay on each Payment Date to the Paying
Agents in accordance with the Agency Agreement the US$ equivalent of the amount
of the A$ Class A Principal (such US$ equivalent of the A$ Class A Principal
Amount being the “Class A Principal Amount”) received by the Currency Swap
Provider from the Trustee on that Payment Date; and


 


(c)                                  direct the Principal Paying Agent to pay the Class A Principal
Amount from the amounts received from the Currency Swap Provider ratably
amongst the Class A Notes towards the repayment of the Stated Amount of the
Class A Notes in accordance with, and subject to, these Class A Note Conditions
and the Agency Agreement (“Principal Amount”).  Such a payment towards the Stated Amount on
a Class A


 


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Note will
constitute a redemption of the Class A Note in part to the extent of such
repayment and, upon such repayment, the obligations of the Trustee with respect
to the Class A Note will be discharged to the extent of such repayment.


 


“A$ Class A Principal” has the same meaning as in the
Supplemental Deed.


 


7.3                                 Call Option


 


The Trustee will,
subject to the other provisions of this Condition 7, when directed by the Trust
Manager (at the Trust Manager’s option), redeem all, but not some only, of the
Notes at their then Invested Amount, subject to the following, together with
all accrued but unpaid interest in respect of the Notes to (but excluding) the
date of redemption, on any Payment Date falling on or after the Call Option
Date.


 


Notwithstanding
the foregoing, the Trustee may redeem the Notes at their Stated Amount on or
after the Call Option Date, instead of at their Invested Amount, together with
accrued but unpaid interest in respect of the Notes to (but excluding) the date
of redemption, if so approved by an Extraordinary Resolution (as defined in Condition
10.3) of the Note Holders.


 


However, the
Trustee will not redeem the Notes unless it is in a position on the relevant
Payment Date to repay the then Invested Amounts or the Stated Amounts, as
required, of the Notes together with all accrued but unpaid interest to (but
excluding) the date of redemption and to discharge all its liabilities in
respect of amounts which are required under the Master Security Trust Deed and
the Supplemental Deed to be paid in priority to or equally with the Notes as if
the Deed of Charge in respect of the Trust were enforced.


 


The Trustee will
give not more than 60 nor less than 45 days’ notice (which will be irrevocable)
of the Payment Date on which a proposed redemption under this Condition
7.3 will occur to the Seller, the Note Trustee, the Principal Paying
Agent, the Class A Note Registrar, the Calculation Agent and the Class A Note
Holders in accordance with Condition 11.1.


 


“Outstanding Balance”, “Collection Period”, “Purchased Receivables” and “Housing
Loans” have the same respective meanings given to them in the
Definitions Schedule.


 


7.4                                 Redemption for Taxation or Other Reasons


 


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


 


(a)                                  on the next Payment Date the Trustee or the Currency Swap Provider
(as applicable) will be required to deduct or withhold from any payment of
principal or interest in respect of the Notes including corresponding payments
under the Currency Swap, any amount for or on account of any present or future
taxes, duties, assessments or 


 


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governmental
charges of whatever nature imposed, levied, collected, withheld or assessed by
a Relevant Jurisdiction; or


 


(b)                             on the next Payment Date the total amount payable in respect of
interest in relation to any of the Housing Loans for a Collection Period ceases
to be receivable (whether or not actually received) by the Trustee by reason of
any present or future taxes, duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld or assessed by a Relevant
Jurisdiction,


 


and, in each case,
such obligation cannot be avoided by the Trustee taking reasonable measures
available to it, the Trustee must, when so directed by the Trust Manager (at
the Trust Manager’s option), redeem all, but not some only, of the Notes on any
subsequent Payment Date at their then Invested Amount (without double
counting), subject to the following, together with accrued but unpaid interest
in respect of the Notes to (but excluding) the date of redemption.  Notwithstanding the foregoing, the Trustee
may redeem the Notes at their Stated Amount, instead of at their Invested
Amount (without double counting), together with accrued but unpaid interest in
respect of the Notes to (but excluding) the date of redemption, if so approved
by an Extraordinary Resolution (as defined in Condition 10.3) of the Note
Holders.


 


The Trust Manager
will not direct the Trustee to, and the Trustee will not, so redeem the Notes
unless the Trustee is in a position on such Payment Date to repay in respect of
the Notes their then Invested Amount or Stated Amount (without double
counting), as required, together with all accrued but unpaid interest to (but
excluding) the date of redemption and to discharge all its liabilities in
respect of amounts which are required under the Master Security Trust Deed and
the Supplemental Deed to be paid in priority to or equally with the Notes as if
the Deed of Charge in respect of the Trust was enforced.


 


The Trustee will
give not more than 60 nor less than 45 days’ notice (which will be irrevocable)
of the Payment Date on which a proposed redemption under this Condition 7.4
will occur to the Note Trustee, the Seller, the Principal Paying Agent, the
Class A Note Registrar, the Calculation Agent and the Class A Note Holders in
accordance with Condition 11.1.


 


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


 


7.5                                 Certification


 


For the purpose of
any redemption made under Condition 7.3 or 7.4, the Trustee and the Note
Trustee may rely on any certificate of an Authorized Officer (as defined in the
Definitions Schedule) of the Trust Manager that the


 


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Trustee will be in
a position to repay in respect of the Class A Notes their then Invested Amount
or Stated Amount, as applicable, together with all accrued but unpaid interest
to (but excluding) the date of redemption and to discharge all its liabilities
in respect of amounts required under the Master Security Trust Deed and the
Supplemental Deed to be paid in priority to or equally with the Class A Notes
as if the Deed of Charge in respect of the Trust was enforced.


 


7.6                                 Redemption on Final Payment


 


Upon a final
distribution being made in respect of the Class A Notes under these Class A
Note Conditions or clause 14.18 of the Supplemental Deed, the Class A Notes
will thereupon be deemed to be redeemed and discharged in full and any
obligation to pay any accrued but then unpaid Interest Amount or any then
unpaid Invested Amount, Stated Amount or other amounts in relation to the Class
A Notes will be extinguished in full.


 


7.7                                 Cancellation


 


All Class A Notes
redeemed in full (or deemed to be redeemed in full) pursuant to these Class A
Note Conditions will be cancelled and may not be resold or reissued.


 


7.8                                 No Payment in excess of Stated Amount


 


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


 


7.9                                 Calculation of Class A Principal Amounts, Stated Amounts and
other amounts


 


(a)                                  On each Determination Date, the Trust Manager will determine:


 


(i)                                     the amount of any Class A Principal Amount payable in respect of
each Class A Note on the Payment Date;


 


(ii)                                  the Stated Amount and Invested Amount of each Class A Note as at the
first day of the Interest Period commencing on the Payment Date (after deduction
of any Class A Principal Amounts due to be paid in respect of such Class A
Notes on that Payment Date and after making any other adjustment to the Stated
Amount or the Invested Amount (as the case may be) of the Class A Note in
accordance with these Class A Note Conditions on or with effect from that
Payment Date); and


 


(iii)                               the amount of the interest payment to be made on the Payment Date
applicable to each Class A Note.


 


(b)                                 The Trust Manager will notify the Trustee, the Note Trustee, the
Principal Paying Agent, the Calculation Agent, the Class A Note Registrar and
the UK Listing Authority (for so long as the Class A Notes are listed on the
Official List of the UK Listing Authority and admitted to trading by the London
Stock Exchange) as soon as practical (and in any event by not later than two
Business Days prior to the Payment Date or on such earlier date as the UK
Listing


 


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Authority may
require (for so long as the Class A Notes are listed on the London Stock
Exchange)) of each determination of an amount or percentage referred to in Condition
7.9(a) and will cause details of each of those determinations to be
published in accordance with Condition 11.2 as soon as practical after
that notification.  If no Class A
Principal Amount is due to be paid on the Class A Notes on any Payment Date the
Trust Manager will cause a notice to be given in accordance with Condition
11.2 as soon as practicable (and in any event by no later than the
relevant Payment Date).


 


(c)                                  If the Trust Manager does not at any time for any reason make one or
more of the determinations referred to in Condition 7.9(a), the Calculation Agent
(or, failing the Calculation Agent, the Note Trustee) must make such
determinations in accordance with this Condition 7.9 (but based on the
information in its possession) and each such determination will be deemed to
have been made by the Trust Manager.


 


8                                          Payments


 


8.1                                 Method of Payment


 


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


 


“Record Date” in relation to a Payment Date or any
other date for any payment to be made in respect of a Class A Note means the
date which is 2 Business Days before a Payment Date.


 


8.2                                 Surrender on Final Payment


 


Prior to a final
distribution being made in respect of the Class A Notes under clause 14 of the
Supplemental Deed, the Note Trustee must notify the Class A Note Holders on the
relevant Record Date of the date upon which the Note Trustee expects that final
distribution to be made and specify that such final distribution will be
payable only upon surrender of the relevant Class A Note to a Paying Agent at
its specified office.  No such final
distribution will be made other than upon the surrender of the relevant Class A
Notes and none of the Trustee, the Note Trustee, the Security Trustee or any
Paying Agent will be liable to pay any additional amount to any Class A Note
Holder as a result of any delay in payment due to a Class A Note not having
been surrendered in accordance with this Condition 8.2.


 


8.3                                 Paying Agents


 


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


 


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The Trustee, at
the direction of the Trust Manager, may, with the prior written approval of the
Note Trustee, terminate the appointment of any Paying Agent in accordance with
the Agency Agreement and appoint additional or other Paying Agents, provided
that:


 


(a)                                  it will at all times maintain a Paying Agent in London; and


 


(b)                                 notice of any termination or appointment of a Paying Agent or of any
change in the office through which any Paying Agent will act will be given to
the Class A Note Holders in accordance with Condition 11.1.


 


8.4                                 Taxation


 


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


 


8.5                                 Prescription


 


A Class A Note
will become void in its entirety unless surrendered for payment within a period
of 10 years from the Relevant Date in respect of any payment of principal or
interest thereon, the effect of which will be to reduce the Stated Amount of,
and all accrued but unpaid interest on, that Class A Note to zero.  After the date on which a Class A Note
becomes void in its entirety, no claim can be made in respect of it.


 


“Relevant Date” in respect of a Class A Note means the
date on which a payment in respect thereof first becomes due or, if the full
amount of the moneys payable in respect of the Class A Notes which is due on or
before that date has not been duly received by the Principal Paying Agent or
the Note Trustee on or prior to such date, the date on which the full amount of
such moneys having been so received.


 


8.6                                 Notify Late Payments


 


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


 


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8.7                                 Rounding of Payments


 


All payments made
to Class A Note Holders will be rounded down to the nearest cent.


 


9                                          Enforcement following occurrence of an
Event of Default


 


9.1                                 Enforcement


 


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


 


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


 


“Voting Secured Creditor” has the meaning given to it in the
Definitions Schedule.


 


9.2                                 Security Trustee may enforce Charge without direction


 


After the Security
Trustee becomes actually aware of the occurrence of an Event of Default, the Security
Trustee must not enforce the Deed of Charge in accordance with the Master
Security Trust Deed without an Extraordinary Resolution of the Voting Secured
Creditors unless, in the opinion of the Security Trustee, the delay required to
obtain the consent of the Voting Secured Creditors would be prejudicial to the
interests of those Voting Secured Creditors.


 


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


 


Following the
enforcement of the Charge, all moneys received in connection with the Master
Security Trust Deed and the Charge by the Security Trustee or by any receiver
appointed in relation to the Secured Property pursuant to the provisions of the
Master Security Trust Deed and the Deed of Charge are to be applied, subject to
the Master Security Trust Deed, in accordance with the order of priority
contained in the Supplemental Deed.


 


9.4                                 Security Trustee and Note Trustee Not Liable for Loss on
enforcement


 


Except in the case
of fraud, gross negligence or willful default (and, in the case of the Note
Trustee, subject to the mandatory provisions of the Trust Indenture Act),
neither the Note Trustee nor the Security Trustee is liable for any decline in
the value, nor any loss realized upon any sale or other disposition made under
the Master Security Trust Deed and the Deed of Charge, of any Secured Property
or any other property which is charged to the Security Trustee by any other
person in respect of or relating to the obligations of the Trustee or any third
party in respect of the Trustee or the


 


71

















 


Class A Notes
or relating in any way to the Secured Property.  Without limitation, neither the Note Trustee nor the Security
Trustee will be liable for any such decline or loss directly or indirectly
arising from its acting, or failing to act, as a consequence of an opinion
reached by it which, in the case of the Note Trustee, is based in good faith on
advice received by it in accordance with the applicable requirements of the Note
Trust Deed (and the Trust Indenture Act) or the Master Security Trust Deed, as
the case may be.  In respect of the
Security Trustee only, the Security Trustee is not liable for any omission,
delay or mistake or any loss or irregularity in or about the exercise,
attempted exercise, non-exercise or purported exercise of any of its powers
under the Master Security Trust Deed or the Deed of Charge except to the extent
caused or contributed to by any fraud, gross negligence or willful default on
the part of the Security Trustee.


 


“Trust Indenture Act” means the Trust Indenture Act 1939 of
the United States of America as in force at the date of the Note Trust Deed.


 


9.5                                 Directions from Class A Note Holders to Note Trustee
following Event of Default


 


If an Event of Default has occurred and is
known to the Note Trustee, the Note Trustee must:


 


(a)                                  notify each Class A Note Holder of the Event of Default within 10
days (or such shorter period as may be required by the rules of the UK Listing
Authority or the London Stock Exchange, for so long as the Class A Notes are
listed on the Official List of the UK Listing Authority and admitted to trading
by the London Stock Exchange, or the rules of any other stock exchange,
competent listing authority and/or quotation system on or by which the Class A
Notes are listed) after the occurrence of the Event of Default, provided that,
except in the case of a default in payment of principal or interest on any
Class A 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 its authorized officers under the Note Trust Deed in good
faith determine that withholding the notice is in the interest of the Class A
Note Holders;


 


(b)                                 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 the Class A Note Holders as to how to vote at that meeting and, if so,
whether it proposes to instruct the Security Trustee to delay the holding of
that meeting while it obtains such directions from the Class A Note Holders;
and


 


(c)                                  vote at any meeting of Voting Secured Creditors held under the
Master Security Trust Deed.


 


In acting in
accordance with the directions of the Class A Note Holders, the Note Trustee
must exercise its votes for or against any proposal to be put to a meeting of
Voting Secured Creditors under the Master Security Trust Deed in the same
proportion as that of the aggregate Invested Amounts of the Class A Notes held
by Class A Note Holders who have directed the Note Trustee to vote for or
against such a proposal.


 


72

















 


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


 


(a)                                  a sufficient amount would be realized to discharge in full all
amounts owing to the Class A Note Holders in respect of the Class A Notes and
any other amounts owing by the Trustee to any other person ranking in priority
to or with the Class A Notes; or


 


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


 


The Note Trustee
need not do anything to find out if an Event of Default has occurred.  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 Trustee and each other party to the Transaction Documents
is performing all its obligations under the Note Trust Deed and the Class A
Notes.


 


9.6                                 Only Security Trustee May Enforce Charge


 


Only the Security
Trustee may enforce the Charge and neither the Note Trustee nor any Class A
Note Holder (nor any other Secured Creditor) is entitled to proceed directly
against the Trustee to enforce the performance of any of the provisions of the
Deed of Charge, Master Security Trust Deed, the Class A Notes or these
conditions, except as provided for in the Master Security Trust Deed, the Note
Trust Deed, the Master Trust Deed and the Supplemental Deed.  The Security Trustee is not required to act
in relation to the enforcement of the Charge unless its liability is limited in
a manner reasonably satisfactory to it or, if required by the Security Trustee
(in its absolute discretion), it is adequately indemnified from the Secured
Property or the Security Trustee receives from the Voting Secured Creditors an
indemnity in a form reasonably satisfactory to the Security Trustee (which may
be by way of an Extraordinary Resolution of the Voting Secured Creditors) and
is put in funds to the extent necessary.


 


9.7                                 Exercise of Class A Note Holder Rights by Note Trustee


 


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


 


73

















 


time to time have
complied with any requirements under the Note Trust Deed or as to the
reasonableness or otherwise of the Note Trustee.


 


10                                  Meetings of Voting Secured Creditors, directions of
Class A Note Holders, modifications, consents, waivers and indemnities


 


10.1                           Meetings of Voting Secured Creditors


 


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


 


10.2                           Directions of Class A Note Holders


 


Under the Note
Trust Deed the Note Trustee may seek directions from the Class A Note Holders
from time to time, including following the occurrence of an Event of
Default.  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 Class A Note Holders 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 Class A Note Holders.


 


If the Note
Trustee is entitled under the Master Trust Deed or the Master Security Trust
Deed to vote at any meeting on behalf of Class A Note Holders, the Note Trustee
must vote in accordance with the directions of the Class A Note Holders and
otherwise in its absolute discretion. 
In acting in accordance with the directions of Class A Note Holders, 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
Class A Notes held by Class A Note Holders who have directed the Note Trustee
to vote for or against that proposal.


 


10.3                           Amendments to Note Trust Deed and Class A Notes


 


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


 


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


 


(b)                                 is made to correct a manifest error or ambiguity, or is to correct
inconsistency between the provisions of any Transaction Document


 


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and the
description of the provisions thereof in the related prospectus, or is of a
formal, technical or administrative nature only;


 


(c)                                  is appropriate or expedient as a consequence of an amendment to any
statute or 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 Australian Commissioner or Deputy Commissioner of
Taxation or any governmental announcement or statement or any decision of any
court, in any case which has or may have the effect of altering the manner or
basis of taxation of trusts generally or of trusts similar to the Trust or the
trust constituted under the Note Trust Deed); or


 


(d)                                 and the 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 Class A Note Holders;
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 Class A Note Holders,
the consent of an Extraordinary Resolution of the Class A Note Holders to the
alteration, addition or resolution has been obtained.  For the purpose of determining whether there has been an
Extraordinary Resolution of the Class A Note Holders consenting to an
alteration, addition or revocation, Class A Notes which are beneficially owned
by the Trustee or the Trust Manager or by any person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Trustee or the Trust Manager, shall be disregarded.


 


The Trust Manager
must give the Designated Rating Agencies (as defined in the Supplemental Deed)
5 Business Days’ prior notice of any such modification.  The Note Trustee will be entitled to assume
that any proposed modification, other than a Payment Modification, will not be
materially prejudicial to the interest of Class A Note Holders if each of the
Designated Rating Agencies confirms in writing that if the modification is
effected this will not lead to a reduction, qualification or withdrawal of the
then current rating given to the Class A Notes by that Designated Rating
Agency.


 


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


 


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


 


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“Payment Modification” means any alteration, addition or
revocation of any provision of the Transaction Documents or the Class A Notes (including
the Class A Note Conditions) which modifies:


 


(a)                                  the amount, timing, place, currency or manner of payment of
principal or interest in respect of the Class A Notes including, without
limitation, any modification to the Stated Amount, Invested Amount, Interest
Rate or Final Maturity Date in respect of the Class A Notes or to Conditions
6.9 and 7.2 or which would impair the rights of
Class A Note Holders to institute suit for enforcement of such payment on or
after the due date for such payment;


 


(b)                                 the definition of the term “Extraordinary Resolution” (insofar as it
relates to any Notes or any class of Notes), clause 5.1 of the Note Trust Deed
or the circumstances in which the consent or direction of an Extraordinary
Resolution of Class A Note Holders is required;


 


(c)                                  clause 14.18 of the Supplemental Deed; or


 


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


 


“Extraordinary Resolution” has the meaning given in the Definitions
Schedule.


 


10.4                           Waivers, etc.


 


The Security
Trustee may, in accordance with the Master Security Trust Deed and without the
consent or sanction of the Voting Secured Creditors (but not in contravention
of an Extraordinary Resolution of the Voting Secured Creditors), waive or
ignore any breach or proposed breach or determine that any event that would
otherwise be an Event of Default will not be treated as such if such action, in
its opinion will not be prejudicial to the interests of the Secured Creditors.


 


The Note Trustee
may, without the consent of the Class A Note Holders 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 Class A Note Holders will not be
materially prejudiced thereby, waive or authorize, on such terms as seem
expedient to it, any breach or proposed breach by the Trustee of the Note Trust
Deed or these Class A Note Conditions provided that the Note Trustee shall not
do so in contravention of an express direction given by an Extraordinary
Resolution or a request made pursuant to Condition 10.1.  No such direction or request will affect a
previous waiver, authorization or determination.  Any such waiver, authorization or determination shall be binding
on the Class A Note Holders and, if the Note Trustee so requires, will be
notified to the Class A Note Holders as soon as practicable.


 


10.5                           Indemnification and Exoneration of the Note Trustee and the
Security Trustee


 


The Note Trust
Deed and the Master Security Trust Deed contain provisions for the
indemnification of the Note Trustee and the Security Trustee


 


76

















 


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


 


Subject to the
mandatory provisions of the Trust Indenture Act, the Note Trustee shall not be
responsible for any loss, expense or liability occasioned to the Secured
Property or any other property or in respect of all or any of the moneys which
may stand to the credit of the Collections Account (as defined in the
Supplemental Deed) 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, gross negligence or willful default of
the Note Trustee.  The Security Trustee
is not, nor is any receiver appointed in relation to the Secured Property
pursuant to the provisions of the Master Security Trust Deed, liable or otherwise
accountable for any omission, delay or mistake or any loss or irregularity in
or about the exercise, attempted exercise, non-exercise or purported exercise
of any of the powers of the Security Trustee or of the receiver under the
Master Security Trust Deed except for fraud, gross negligence or willful
default.


 


Except in the case
of fraud, gross negligence (except as specifically provided in the Trust
Indenture Act) or willful default, and subject to the mandatory provisions of
the Trust Indenture Act, the Note Trustee may act on the opinion or advice of,
or information obtained from, any expert (including any lawyer, valuer, banker,
broker, accountant, credit rating agency or lead manager) and shall not be
responsible to anyone for any loss occasioned by so acting to the extent it
complies with any applicable requirements of the Note Trust Deed or the Trust
Indenture Act.


 


Any such opinion,
advice or information may be sent or obtained by letter, telex or facsimile
transmission and the Note Trustee will not be liable to any Class A Note
Holder, amongst others, for acting in good faith on any opinion, advice or
information purporting to be conveyed by such means even if it contains some
error which is not a manifest error or is not authentic.


 


11                                   Notices


 


11.1                           General


 


Subject to Condition
11.2, all notices, other than notices given in accordance with the
following paragraph and Condition 11.3, to Class A Note Holders
will be deemed given if in writing and mailed, first-class, postage prepaid to
each Class A Note Holder, at his or her address as it appears on the Class A
Note Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice.  In any case where notice to Class A Note
Holders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Class A Note Holder will
affect the sufficiency of such notice with respect to other Class A Note
Holders, and any notice that is mailed in the manner herein provided will
conclusively be presumed to have been duly given.


 


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A notice may be
waived in writing by the relevant Class A Note Holder, either before or after
the event, and such waiver will be the equivalent of such notice.  Waivers of notice by Class A Note Holders
will be filed with the Note Trustee but such filing will not be a condition
precedent to the validity of any action taken in reliance upon such a waiver.


 


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


 


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


 


In addition to the
above, notices to the Class A Note Holders shall be valid if published in a
leading daily newspaper in the City of New York and in London.  It is expected that publication will be made
in the City of New York in The Wall Street Journal and in London in the
Financial Times.  Any such notice shall
be deemed to have been given on the date of such publication or, if published
more than once, on the date of the first such publication.


 


11.2                           Book-Entry Notes


 


Unless and until
the Class A Definitive Notes have been issued, whenever a notice or other
communication to the Class A Note Holders is required under the Note Trust Deed
or any other Transaction Document all such notices and communications must be
given to The Depository Trust Company or its nominee and are not required to be
given to the beneficial owners of the Class A Notes.  Any such notice given to the Depository Trust Company or its
nominee shall also be published in accordance with the requirements set forth
in the last paragraph of Condition 11.1.


 


“Class A Definitive Note” has the same meaning as in the
Supplemental Deed.


 


11.3                           Class A Note Information


 


Any notice
specifying a Payment Date, an Interest Rate in relation to the Class A Notes,
an Interest Amount, a Class A Principal Amount (or the absence of a Class A
Principal Amount), an Invested Amount, a Stated Amount or any other matter permitted
to be given in accordance with this Condition 11.3, will be deemed to have been
duly given if the information contained in the notice appears on the relevant
page of the Reuters Screen or the Electronic information system made available
to its subscribers by Bloomberg, L.P. or another similar electronic reporting
service approved by the Note Trustee in writing and notified to Class A Note
Holders pursuant to Condition 11.1 (the “Relevant Screen”).  Any such notice will be deemed to have been
given on the first date on which such information appeared on the Relevant
Screen.  If it is impossible or
impracticable to give notice in accordance with this paragraph then notice of
the matters referred to in this Condition will be given in accordance with Condition
11.1.


 


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12                                    Limitation of liability of the Trustee


 


(a)                                  The Trustee enters into each Transaction Document, and issues the
Class A Notes, only in its capacity as trustee of the Trust and in no other capacity.  A liability arising under or in connection
with the Class A Notes, a Transaction Document or the Trust is limited to and
can be enforced against the Trustee only to the extent to which it can be
satisfied out of the assets of the Trust out of which the Trustee is actually
indemnified for the liability.  This
limitation of the Trustee’s liability applies despite any other provision of
any Transaction Document (other than paragraph (c) below) and extends to all
liabilities and obligations of the Trustee in any way connected with any
representation, warranty, conduct, omission, agreement or transaction related
to a Transaction Document, the Class A Notes or the Trust.


 


(b)                                 In relation to the Trust, no person (including, without limitation,
any Unitholder or Secured Creditor) other than the Trustee may sue the Trustee
in any capacity other than as trustee of the Trust including seeking the
appointment of a receiver (except in relation to the assets of the Trust), or a
liquidator, an administrator or any similar person to the Trustee or prove in
any liquidation, administration or arrangements of or affecting the Trustee
(except in relation to the assets of the Trust).


 


(c)                                  The provisions of this Condition 12 limiting the Trustee’s
liability will not apply to any obligation or liability of the Trustee to the
extent that it is not satisfied because under any Transaction Document or by
operation of law there is a reduction in the extent of the Trustee’s
indemnification out of the assets of the Trust as a result of the Trustee’s
fraud, gross negligence or willful default.


 


(d)                                 It is acknowledged that the Relevant Parties (as defined in the
Definitions Schedule) are responsible under the Transaction Documents in
relation to the Trust for performing a variety of obligations relating to the
Trust.  No act or omission of the
Trustee (including any related failure to satisfy its obligations or breach of
a representation or warranty under any Transaction Document or the Class A
Notes) will be considered fraud, gross negligence or willful default of the
Trustee for the purpose of paragraph (c) to the extent to which the act or
omission was caused or contributed to by any failure by a Relevant Party or any
other person appointed by the Trustee under any Transaction Document (other
than a person whose acts or omissions the Trustee is liable for in accordance
with any Transaction Document) to fulfill its obligations relating to the Trust
or by any other act or omission of a Relevant Party or any other such person
regardless of whether or not the act or omission is purported to be done on
behalf of the Trustee.


 


(e)                                  No attorney, agent, receiver or receiver and manager appointed in
accordance with any Transaction Document has authority to act on behalf of the
Trustee in a way which exposes the Trustee to any personal liability, and no
act or omission of any such person will be


 


79

















 


considered
fraud, gross negligence or willful default of the Trustee for the purpose of
paragraph (c).


 


(f)                                    The Trustee is not obliged to do anything or refrain from doing
anything under or in connection with these Class A Note Conditions or any other
Transaction Document (including incur a liability) unless the Trustee’s
liability is limited in the same manner as set out in this Condition 12.


 


13                                    Governing law


 


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


 


80

















 


	
   

  	
   

  	
  Agents

  
	
   

  	
   

  	
   

  
	
  Principal Paying Agent and

  Calculation Agent:

  	
   

  	
  The Bank of
  New York

  101 Barclay Street, 21W

  New York

  New York, 10286

  
	
   

  	
   

  	
   

  
	
  Class A Note Registrar:

  	
   

  	
  The Bank of
  New York

  101 Barclay Street, 21W

  New York

  New York  10286

  or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c/o The Bank
  of New York, London Branch

  48th Floor

  One Canada Square

  London E14 5AL

  
	
   

  	
   

  	
   

  
	
  Paying Agent:

  	
   

  	
  The Bank of
  New York, London Branch

  48th Floor

  One Canada Square

  London E14 5AL

  



 


81

















 


Kingfisher Trust 2004-1G Note Trust
Deed


 


Schedule 2 - Provisions for Meetings
of Class A Note Holders


 


1                                         Validity


 


A holder of a Class A Note may obtain a
Voting Certificate from a Paying Agent or require Paying Agents to issue a
Block Voting Instruction by depositing his Class A 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 A 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 Class A Note Holders, be deemed to be the Class A Note Holder of the
Class A 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
A Notes have been deposited shall be deemed for such purposes not to be the
Class A Note Holder of those Class A Notes.


 


2                                         Who may convene meetings


 


The Note Trustee or the 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 Class A Note Holders holding not less than five per cent. of the aggregate
Invested Amount of the relevant Class A Notes for the time being outstanding
shall, convene a meeting of the Class A Note Holders.  Whenever the Trustee or the Note Trustee upon such request of the
relevant Class A Note Holders is about to convene any such meeting it shall
give notice in writing to the Note Trustee (or the 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 Global
Master Security Trust Deed it shall convene a meeting of the Class A Note
Holders as soon as practicable thereafter. 
Every such meeting shall be held at such time and place as the Note
Trustee may approve.


 


3                                         Notification of meetings


 


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
Class A Note Holders.  A copy of the
notice shall be given to the Note Trustee, unless the meeting is convened by
the Note Trustee, and to the Trustee unless the meeting shall be convened by
the 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 A Notes may be deposited with (or


 


82

















 


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.


 


4                                         Chairman


 


A person (who may, but need not, be a
relevant Class A Note Holder) 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
Class A Note Holders present shall choose one of their number to be chairman
and, failing such nomination, the Trustee may appoint a chairman (who may, but
need not, be a relevant Class A Note Holder, and who may be the Trustee).  The chairman of an adjourned meeting need
not be the same person as was chairman of the original meeting.


 


5                                         Quorum


 


(a)                                  At any such meeting any two or more persons present in person
holding relevant Class A 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 A 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 A 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 A 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 (“Powers exercisable by Extraordinary Resolutions”)
the quorum shall be two or more persons present in person holding relevant
Class A 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 A Notes.  For the
purpose of this Schedule, when all the relevant Class A Notes for the time
being outstanding are represented by or comprised in a single Class A
Book-Entry Note, the holder of such Note shall be treated as two persons for
the purposes of any quorum requirements of a meeting of the relevant Class A
Note Holders.


 


(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
Class A Note Holders, be dissolved.  In
any other case it shall stand adjourned (unless the 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


 


83

















 


appointed by
the chairman.  At such adjourned meeting
two or more persons present in person holding relevant Class A Notes or Voting
Certificates or Block Voting Instructions or being Proxies or representatives
(whatever the principal amount of the relevant Class A 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 (“Powers exercisable by Extraordinary Resolutions”)
shall be two or more persons present holding relevant Class A 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 A Notes for the time being outstanding.


 


6                                         Adjournment


 


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.


 


7                                          Notice of adjourned meeting


 


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.


 


8                                          Resolution by show of hands


 


(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 Class A
Note Holder 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 Trustee, the
Note Trustee or by one or more persons holding one or more of the relevant
Class A 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 A Notes for the time being
outstanding, a declaration by the chairman that a resolution has been carried
or carried by a particular majority or lost or not carried by any particular


 


84

















 


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.


 


9                                         Poll


 


(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.


 


10                                  Entitlement to attend


 


The Note Trustee and the 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
Class A Note Holders.  No other person
shall be entitled to attend or vote at any meeting of the relevant Class A Note
Holders or to join with others in requesting the convening of such a meeting
unless he produces the relevant Class A Note or Class A 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 Class A Note
Holder.  The Trustee is not entitled to
vote in respect of relevant Class A 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 Trustee or any of its subsidiaries or associated companies.


 


11                                  Voting rights


 


Except as provided in paragraph 10 (“Entitlement to attend”) above, at any such
meeting:


 


(a)                                  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
Class A Note Holder shall have one vote; and


 


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


 


85

















 


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 Class A Note Holder.


 


12                                  Proxies


 


(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 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 Class A Note Holders’
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 Trustee or the Note Trustee at the
specified office of the 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.


 


13                                  Powers exercisable by
Extraordinary Resolution


 


A meeting of the Class A Note Holders
shall, subject to the provisions contained in the Class A Note Conditions, 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:


 


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


 


(b)                                 to sanction any proposal by the Trustee for any modification,
abrogation, variation, compromise of, or arrangement in respect of, the rights
of the relevant Class A Note Holders or any of them against the Trustee whether
such rights shall arise under the Class A Notes or otherwise;


 


86

















 


(c)                                  to sanction any proposal by the Trustee for the exchange or sale of
the relevant Class A Notes for, or substitution for the relevant Class A Notes
of, or the conversion of the relevant Class A Notes into, or the cancellation
of the relevant Class A Notes in consideration of bonds, debentures, debenture
stock or other obligations or securities of the 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 A Notes, the Agency Agreement, the
Note Trust Deed or this schedule which shall be proposed by the Trustee or
the Note Trustee;


 


(e)                                  to waive or authorise any breach or proposed breach by the 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 Global
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 A 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 A Notes;


 


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


 


(k)                                  to appoint any persons (whether relevant Class A Note Holders or
not) as a committee or committees to represent the interests of the relevant
Class A Note Holders and to confer upon such committee or committees any powers
or discretions which the relevant Class A Note Holders 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 A 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 Class A Note Holders, 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,


 


87

















 


provided that the special quorum provisions
contained in paragraphs 5(a) (“Quorum”)
and 5(b) (“Quorum”) and, in the
case of any adjourned meeting, the proviso to paragraph 5(b) (“Quorum”) 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 A Notes;


 


(ii)                                  reduces or cancels the principal amount of the relevant Class A
Notes or the rate of interest applicable to the relevant Class A Notes;


 


(iii)                               alters the currency in which payments under the relevant Class A
Notes are to be made;


 


(iv)                              varies the provisions in this schedule concerning the quorum
required for any meeting of the relevant Class A Note Holders or the majority
required to pass an Extraordinary Resolution;


 


(v)                                 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.


 


14                                  Binding effect of resolutions


 


A resolution passed at a meeting of the
relevant Class A Note Holders duly convened and held in accordance with this
schedule is binding upon all the relevant Class A Note Holders, whether
present or not present at such meeting, and each of the relevant Class A Note
Holders 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.


 


15                                   Minutes


 


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


 


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16                                  Signed resolution


 


A resolution in writing signed by or on
behalf of all the holders of the Class A 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.


 


17                                   Further regulations


 


Subject to all other provisions contained
in this deed, the Note Trustee may from time to time without the consent of the
Trustee or the relevant Class A Note Holders or any of them prescribe such
further regulations regarding the requisitioning and holding of meetings of
Class A Note Holders 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 (“Who
may convene meetings”) or who propose to make any requisition to the
Note Trustee are in fact Class A Note Holders; 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 Class A Note Holders are entitled to do so.


 


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Kingfisher Trust 2004-1G Note Trust
Deed


 


Signing page


 


 


 


	
  DATED:

  	
   

  	
   

  



 


Trustee


 


	
  SIGNED, SEALED AND DELIVERED

  	
   

  	
  )

  	
   

  
	
  by

  	
   

  	
  )

  	
   

  
	
  as attorney
  for PERPETUAL
  TRUSTEE

  	
   

  	
  )

  	
   

  
	
  COMPANY LIMITED 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

  
	
  Occupation
  of witness

  	
   

  	
  )

  	
  of attorney

  



 


Trust Manager


 


	
  SIGNED, SEALED AND

  	
   

  	
  )

  	
   

  
	
  DELIVERED by

  	
   

  	
  )

  	
   

  
	
  as attorney
  for ANZ
  CAPEL COURT

  	
   

  	
  )

  	
   

  
	
  LIMITED in the presence of:

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
  Signature of
  witness

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
  Name of
  witness (block letters)

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
  Address of
  witness

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
  By executing
  this deed the attorney

  
	
  Occupation
  of witness

  	
   

  	
  )

  	
  states that
  the attorney has received no

  
	
   

  	
   

  	
  )

  	
  notice of
  revocation of the power of

  
	
   

  	
   

  	
   

  	
  attorney

  



 


90

















 


Note Trustee


 


	
  SIGNED, SEALED AND

  	
   

  	
  )

  	
   

  
	
  DELIVERED by

  	
   

  	
  )

  	
   

  
	
  as
  authorised signatory for THE BANK

  	
   

  	
  )

  	
   

  
	
  OF NEW YORK 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

  



 


91