<PAGE>


                                                   Note Trust Deed


                           PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                                                         (Trustee)

                                        CRUSADE MANAGEMENT LIMITED
                                                         (Manager)

                                          WILMINGTON TRUST COMPANY
                                                    (Note Trustee)

                                             BANKERS TRUST COMPANY
                                          (Principal Paying Agent)

                                             BANKERS TRUST COMPANY
                                               (Calculation Agent)

                                                      P.T. LIMITED
                                                (Security Trustee)




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



                         (C) Copyright Allens Arthur Robinson 2001


<PAGE>


Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------


CROSS REFERENCE TABLE(1)

-----------------------------------------------------------------
TRUST INDENTURE ACT SECTION                         CLAUSE
-----------------------------------------------------------------
310      (a)(1)                                     23.6
         (a)(2)                                     23.1(d)
         (a)(3)                                     23.6
         (a)(4)                                     22.2(b)
         (a)(5)                                     NA2
         (b)                                        23.6
         (c)                                        23.6, 23.1
                                                    NA
-----------------------------------------------------------------
311      (a)                                        13.1
         (b)                                        13.1
         (c)                                        NA
-----------------------------------------------------------------
312      (a)                                        35.1, 35.2(a)
         (b)                                        35.2(b)
         (c)                                        35.2(c)
-----------------------------------------------------------------
313      (a)                                        35.3
         (b)(1)                                     35.3
         (b)(2)                                     NA
         (c)                                        35.4
         (d)                                        35.3
-----------------------------------------------------------------
314      (a)(1)                                     35.5
         (a)(2)                                     35.5
         (a)(3)                                     35.5
         (a)(4)                                     11.1(j)
         (b)                                        11.1(k)
         (c)                                        36.1(a)
         (d)                                        36.1(b)
         (e)                                        36.1(c)
         (f)                                        36.1(a)
-----------------------------------------------------------------
315      (a)                                        13.2(b)
         (b)                                        13.4
         (c)                                        13.2(a)
         (d)                                        13.2(c), (d)
         (e)                                        36.2
-----------------------------------------------------------------
316      (a)(1)                                     36.3
         (a)(2)                                     NA
         (b)                                        36.4
-----------------------------------------------------------------
317      (a)(1)                                     6.1
-----------------------------------------------------------------



                                    Page (i)
<PAGE>


Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------


-----------------------------------------------------------------
         (a)(2)                                     NA
         (b)                                        2.5
-----------------------------------------------------------------
318      (a)                                        36.5
-----------------------------------------------------------------

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


                                    Page (ii)
<PAGE>

Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------


TABLE OF CONTENTS

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

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

3.       FORM OF, ISSUE OF AND DUTIES AND TAXES ON, NOTES                                                  9
         3.1      Issue of Book-Entry Notes                                                                9
         3.2      Form of Book-Entry Notes                                                                 9
         3.3      Definitive Notes                                                                        10
         3.4      Stamp and Other Taxes                                                                   11
         3.5      Indemnity for non-issue                                                                 11
         3.6      Note Register and Note Registrar                                                        12

4.       COVENANT OF COMPLIANCE                                                                           13

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

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

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


                                    Page (i)
<PAGE>

Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------


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

8.       NOTICE OF PAYMENT                                                                                17

9.       INVESTMENT BY NOTE TRUSTEE                                                                       17

10.      PARTIAL PAYMENTS                                                                                 17

11.      COVENANTS BY THE TRUSTEE AND MANAGER                                                             17

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

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

14.      NOTE TRUSTEE'S LIABILITY                                                                         29

15.      DELEGATION BY NOTE TRUSTEE                                                                       29

16.      EMPLOYMENT OF AGENT BY NOTE TRUSTEE                                                              29

17.      NOTE TRUSTEE CONTRACTING WITH TRUSTEE                                                            30

18.      WAIVER                                                                                           30

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

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

21.      CURRENCY INDEMNITY                                                                               33

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


                                    Page (ii)
<PAGE>


Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------


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

24.      NOTE TRUSTEE'S POWERS ADDITIONAL                                                                 37

25.      SEVERABILITY OF PROVISIONS                                                                       37

26.      NOTICES                                                                                          38
         26.1     General                                                                                 38
         26.2     Details                                                                                 38

27.      GOVERNING LAW AND JURISDICTION                                                                   39

28.      COUNTERPARTS                                                                                     40

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

30.      SUCCESSOR TRUSTEE                                                                                41

31.      REIMBURSEMENT FOR THE COST OF INDEPENDENT ADVICE                                                 42

32.      NO LIABILITY                                                                                     42

33.      INFORMATION MEMORANDUM                                                                           42

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

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


                                    Page (iii)
<PAGE>

Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------


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

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

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

SCHEDULE 1                                                                                                57
         Form Book-Entry Note                                                                             57
         Assignment                                                                                       61

SCHEDULE 2                                                                                                62
         Information to be contained in Noteholder's Report                                               62

SCHEDULE 3 : TERMS AND CONDITIONS OF THE CLASS A NOTES                                                    63
</TABLE>



                                    Page (iv)
<PAGE>

Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------


DATE                                                                       2001
-------------

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

     1.   PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841)
          incorporated in Victoria of Level 7, 39 Hunter Street, Sydney, New
          South Wales 2000 in its capacity as trustee of the Crusade Global
          Trust No. 2 of 2001 (the TRUSTEE);

     2.   CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) incorporated in the
          Australian Capital Territory of 4-16 Montgomery Street, Kogarah, New
          South Wales 2217 as Manager of the Crusade Global Trust No. 2 of 2001
          (the MANAGER);

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

     4.   BANKERS TRUST COMPANY acting through its office at 123 Washington
          Street, New York, New York 10006 (the PRINCIPAL PAYING AGENT), which
          expression shall wherever the context requires, include any successor
          principal paying agent from time to time appointed under the Agency
          Agreement.

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

     6.   P.T. LIMITED (ABN 67 004 454 666) of Level 7, 39 Hunter Street,
          Sydney, NSW 2000 (the SECURITY TRUSTEE)

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

     A    The Trustee has resolved at the direction of the Manager to issue
          US$[*] of mortgage backed pass through floating rate notes comprising
          US$[*] Class A Notes due [*] (the CLASS A Notes) and A$[*] of mortgage
          backed pass through floating rate notes comprising A$[*] Class B Notes
          due [*] and A$[*] Class C Notes due [*] (together the A$ NOTES). The
          Class A Notes are to be constituted and secured in the manner provided
          in this deed and the other Transaction Documents.

     B    The Note Trustee has agreed to act as trustee for the Class A
          Noteholders under this Deed.
--------------------------------------------------------------------------------

IT IS AGREED as follows.


                                                                          Page 1
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Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------


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

1.1      DEFINITIONS AND INTERPRETATION

         The following definitions apply unless the context requires otherwise.

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

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

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

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

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

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

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

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

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

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

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

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

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



                                                                          Page 2
<PAGE>


Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------


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

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

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

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

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

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

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

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

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

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

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

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


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


                                                                          Page 3
<PAGE>

Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------


         (b)      No change to the Master Trust Deed or any other document
                  (including the order of payment set out in the Supplementary
                  Terms Notice) after the date of this deed will change the
                  meaning of terms used in this deed or adversely affect the
                  rights of the Note Trustee or any Noteholder under this deed
                  unless the Note Trustee (or the Noteholders acting under
                  clause 6.5, as the case may be) has agreed in writing to the
                  changes under this deed.

1.3      INCORPORATION BY REFERENCE

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

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

         INDENTURE SECURITIES means the Class A Notes.

         INDENTURE SECURITY HOLDER means a Class A Noteholder.

         INDENTURE TO BE QUALIFIED means the Note Trust Deed.

         INDENTURE TRUSTEE or INSTITUTIONAL TRUSTEE means the Note Trustee.

         OBLIGOR on the indenture securities means the Trustee.

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

1.4      INTERPRETATION

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

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

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

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

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

1.5      DETERMINATION, STATEMENT AND CERTIFICATE SUFFICIENT EVIDENCE

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


                                                                          Page 4
<PAGE>

Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------


1.6      DOCUMENT OR AGREEMENT

         A reference to:

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

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

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

1.7      TRANSACTION DOCUMENT

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

1.8      TRUSTEE AS TRUSTEE

         In this deed, except where provided to the contrary:

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

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

1.9      KNOWLEDGE OF TRUSTEE

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

1.10     KNOWLEDGE OF THE NOTE TRUSTEE

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

1.11     APPOINTMENT OF THE NOTE TRUSTEE

         The Note Trustee:

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

         (b)      acknowledges and declares that it:

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

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


                                                                          Page 5
<PAGE>

Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------


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

1.12     OBLIGATIONS OF THE TRUSTEE

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

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

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

1.13     OPINION OF COUNSEL

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

2.       PAYMENTS ON NOTES
--------------------------------------------------------------------------------

2.1      PRINCIPAL AMOUNT

         The aggregate principal amount of the Class A Notes is limited to
         US$[*] in respect of the Class A Notes.

2.2      COVENANT TO REPAY

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

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

                  (ii)     each earlier date as those Class A Notes, or any of
                           them, may become repayable (whether in full or in
                           part),

                  pay or procure to be paid unconditionally in accordance with
                  this deed to or to the order of the Note Trustee in US$ for
                  immediate value the principal amount of those Class A Notes
                  repayable, or in the case of a partial payment of those Class
                  A Notes, the principal amount payable, subject to and in
                  accordance with the terms of those Class A Notes (including
                  the Conditions).

                                                                          Page 6
<PAGE>

Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------


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

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

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

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

2.3      DEEMED PAYMENT

         Any payment of principal or interest in respect of any Class A Notes to
         or to the account of the Principal Paying Agent in the manner provided
         in clause 3 of the Agency Agreement shall satisfy the covenant in
         relation to those Class A Notes by the Trustee in this clause 2 to the
         extent of that payment, except to the extent that the Principal Paying
         Agent subsequently fails to pay that amount under those Class A Notes
         in accordance with the terms of those Class A Notes (including the
         Conditions).

2.4      FOLLOWING EVENT OF DEFAULT

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

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

                           (A)   (1)    to act as Principal Paying Agent and
                                        Paying Agents and Calculation Agent
                                        respectively of the Note Trustee in
                                        relation to payments to be made by or on
                                        behalf of the Note Trustee under the
                                        provisions of this deed on the terms of
                                        the Agency Agreement except that the
                                        Note Trustee's liability under any
                                        provisions of the Agency Agreement for
                                        the indemnification of the Paying Agents
                                        and Calculation Agent shall be limited
                                        to any amount for the time being held by
                                        the Note Trustee on the trusts of this
                                        deed and which is available to be
                                        applied by the Note Trustee under this
                                        deed; and

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

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

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

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

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

2.5      REQUIREMENTS OF PAYING AGENT

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

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

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

2.6      CERTIFICATION

         For the purposes of any redemption of Class A Notes under Condition 5
         the Note Trustee may rely upon an Officer's Certificate from the
         Manager on behalf of the Trustee certifying or stating, the opinion of
         each person signing that Officer's Certificate as to the following
         matters:

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

         (b)      that the proposed release will not impair the security under
                  the Security Trust Deed in contravention of the provisions of
                  the Security Trust Deed or this deed; and

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



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

2.7      DETERMINATIONS

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

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

3.1      ISSUE OF BOOK-ENTRY NOTES

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

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

3.2      FORM OF BOOK-ENTRY NOTES

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

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

         (c)      The Book-Entry Notes shall be in an aggregate principal amount
                  of US$[*].

         (d)      The Manager on behalf of Trustee shall procure by written
                  direction to the Principal Paying Agent that, prior to the
                  issue and delivery of any Book-Entry Note, that Book-Entry
                  Note will be authenticated manually by an Authorised Signatory
                  of the Principal Paying Agent and no Book-Entry Note shall be
                  valid for any purpose unless and until so authenticated. A
                  Book-Entry Note so executed and authenticated shall be a
                  binding and valid obligation of the Trustee. Until a
                  Book-Entry Note (or part of a Book-Entry Note) has been
                  exchanged pursuant to this deed, it (or that part) shall in
                  all respects be entitled to the same benefits as a Definitive
                  Note. Each Book-Entry Note shall be subject to this deed
                  except that the registered owner of a Book-Entry Note shall be
                  the only person entitled to receive payments from the
                  Principal Paying Agent of principal or interest in relation to
                  it.


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

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

         (g)      Unless and until the Definitive Notes have been issued to a
                  Class A Note Owner pursuant to clause 3.3:

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

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

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

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

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

3.3      DEFINITIVE NOTES

         If:

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



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                  Notes or the Clearing Agency or its successor and the Manager
                  is unable to locate a qualified successor;

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

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

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

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

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

3.4      STAMP AND OTHER TAXES

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

         (a)      the execution of the Transaction Documents;

         (b)      the constitution and original issue and delivery of the Class
                  A Notes;

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

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

3.5      INDEMNITY FOR NON-ISSUE

         If the Trustee is required to issue, or procure the issue of,
         Definitive Notes following an event specified in clause 3.3(a) but
         fails to do so within 30 days of delivery to the Trustee of the
         Book-Entry Notes in accordance with clause 3.3 then the Trustee shall
         (subject to clause 29) indemnify the Note Trustee, the Class A
         Noteholders and the Class A Note Owners, and keep them indemnified,
         against any loss or damage incurred by any of them if the amount
         received by the Note Trustee, the Class A Noteholders or the Class A
         Note Owners is less than the amount that would have been received had
         Definitive Notes been issued within the 30 days referred to in this
         clause 3.5.


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         If and for so long as the Trustee discharges its obligations under
         this indemnity, the breach by the Trustee of the provisions of clause
         3.3 shall be deemed to be cured. The Manager must promptly advise the
         Trustee if it becomes actually aware of the occurrence of the relevant
         event and the Trustee shall promptly notify the Note Trustee of the
         relevant event.

3.6      NOTE REGISTER AND NOTE REGISTRAR

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

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

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

         (d)      Every Class A Note presented or surrendered for registration
                  of transfer or exchange shall be (i) duly endorsed by, or be
                  accompanied by a written instrument of transfer in a form
                  satisfactory to the Note Registrar duly executed by, the Class
                  A Noteholder thereof or such Class A Noteholder's attorney
                  duly authorised in writing, with such signature guaranteed by
                  an "eligible guarantor institution" meeting the requirements
                  of the Note Registrar which requirements include membership or
                  participation of Securities Transfer Agents Medallion Program
                  (STAMP) or such other "signature guarantee program" as may be
                  determined by the Note Registrar in addition to, or in
                  substitution for, Stamp, all in accordance with the Exchange
                  Act, and (ii) accompanied by such other documents as the Note
                  Registrar may require.

         (e)      No service charge shall be made to a Class A Noteholder for
                  any registration of transfer or exchange of Class A Notes, but
                  the Trustee may require payment of a sum sufficient to


                                                                         Page 12
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                  cover any tax or other governmental charge that may be imposed
                  in connection with any registration of transfer or exchange of
                  Class A Notes.

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

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

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

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

5.1      CANCELLATION

         The Trustee shall procure that all Class A Notes:

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

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

         shall be cancelled by or on behalf of the Trustee.

5.2      RECORDS

         The Trustee shall procure that:

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

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


                                                                         Page 13
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6.       ENFORCEMENT
--------------------------------------------------------------------------------

6.1      ACTIONS FOLLOWING EVENT OF DEFAULT

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

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

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

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

6.2      EVIDENCE OF DEFAULT

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

6.3      OVERDUE INTEREST

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

6.4      RESTRICTIONS ON ENFORCEMENT

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

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

         (b)      the Note Trustee is of the opinion, reached after considering
                  at any time and from time to time the advice of a merchant
                  bank or other financial adviser selected by the Note Trustee
                  (the cost of which advice shall be an expense incurred by the
                  Note Trustee under the Transaction Documents), that the cash
                  flow receivable by the Trustee (or the Security Trustee under
                  the Security Trust Deed) will not (or that there is a
                  significant risk that it will not) be sufficient, having
                  regard to any other relevant actual, contingent or prospective


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

6.5      ACTION BY NOTEHOLDERS

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

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

7.1      ACTING ONLY ON DIRECTION

         (a)      Subject to paragraph (b), the Note Trustee may, but shall not
                  be bound to, vote under the Security Trust Deed, or otherwise
                  direct the Security Trustee under the Security Trust Deed, or
                  take any proceedings, actions or steps under, or any other
                  proceedings pursuant to or in connection with, the Security
                  Trust Deed, this deed or any Class A Notes, unless directed or
                  requested to do so in writing by the holders of at least 75%
                  of the aggregate Invested Amount of the Class A Notes and then
                  only if the Note Trustee is indemnified to its satisfaction
                  against all actions, proceedings, claims and demands to which
                  it may render itself liable and all costs, charges, damages
                  and expenses which it may incur by so doing.

         (b)      If an Extraordinary Resolution (as defined in the Security
                  Trust Deed) of Voting Mortgagees (as defined in the Security
                  Trust Deed) elects not to direct the Security Trustee to
                  enforce the Security Trust Deed, in circumstances where the
                  Security Trustee could enforce, the Note Trustee must, at the
                  direction of the Class A Noteholders, direct the Security
                  Trustee to enforce the Security Trust Deed on behalf of the
                  Class A Noteholders.

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

7.2      SECURITY TRUSTEE ACTING

         Only the Security Trustee may enforce the provisions of the Security
         Trust Deed and neither the Note Trustee nor any holder of a Class A
         Note is entitled to proceed directly against the Trustee to enforce the
         performance of any of the provisions of the Security Trust Deed or of
         the Class A Notes (including the Conditions), provided that if the
         Security Trustee having become bound to take steps and/or to proceed
         under the Security Trust Deed, fails to do so within a reasonable time
         and such failure is continuing, the Note Trustee and/or Class A
         Noteholders (if entitled under the Transaction Documents to act in
         place of the Note Trustee) may proceed directly against the Trustee but
         then only if and to the extent the Class A Noteholders are able to do
         so under Australian law. The Security Trustee shall comply with all
         directions given to it by the Note Trustee pursuant to any power to
         give directions granted to the Note Trustee pursuant to this deed or to
         the Security Trust


                                                                         Page 15
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         Deed provided that the Security Trustee has the power under the
         Security Trust Deed to take the action contemplated by the direction,
         and the Security Trustee shall not be liable for all direct and
         indirect costs, expenses, losses, damages, liabilities or actions
         arising or resulting from any action or conduct undertaken or not
         taken by the Security Trustee or its officers, employees or agents
         including as a consequence of following those directions.

7.3      NOTE TRUSTEE ALONE ENTITLED TO ACT

         Subject to clauses 6.5 and 7.2, only the Note Trustee may:

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

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

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

7.4      AVAILABLE AMOUNTS

         For the purpose of Conditions 5(i) and 5(j) the Note Trustee shall not
         be satisfied that the Trustee will be in a position to discharge the
         liabilities referred to in those Conditions unless, either:

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

         (b)      the Trustee has entered into a legally binding contract with
                  an entity either whose long term unsecured and unguaranteed
                  debt is rated AA- by S&P or AA- by Fitch or whose short term
                  unsecured and unguaranteed debt securities are rated A-1+ by
                  S&P or F1+ by Fitch, provided that in both cases its short
                  term unsecured and unguaranteed debt securities are ranked P-1
                  by Moody's, to provide sufficient cash on or before the
                  relevant Payment Date to enable the Trustee to discharge the
                  relevant liabilities,

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

7.5      NO OBLIGATION TO ENSURE COMPLIANCE

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

7.6      CONFLICT OF INTERESTS

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


                                                                         Page 16
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--------------------------------------------------------------------------------


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

         The Principal Paying Agent shall give notice to the Class A Noteholders
         in accordance with Condition 12 of the day fixed for any payment to
         them of amounts received by the Note Trustee under Clause 16 of the
         Security Trust Deed and in any relevant circumstance will certify to
         the Note Trustee that the requirements of Clauses 7.1(a) and (b) of the
         Note Trust Deed have been satisfied (and the Note Trustee shall be
         entitled to rely upon such certification). Those payments may be made
         in accordance with Condition 6 (in the case of Definitive Notes) or in
         the name of the nominee of the Clearing Agency by wire transfer in
         immediately available funds to an account designated by such nominee to
         the order of the registered holder of the Class A Note (in the case of
         any Book-Entry Note) and payment of those amounts by the Note Trustee
         to the Principal Paying Agent for that purpose shall be a good
         discharge to the Note Trustee.

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

         Any amount which, under the trusts of this Deed ought to or may be
         invested by the Note Trustee, may be invested in the name or under the
         control of the Note Trustee in any Authorised Investments and the Note
         Trustee may at any time or times vary any Authorised Investments into
         other Authorised Investments and shall not be responsible for any loss
         due to depreciation in value or otherwise resulting from any Authorised
         Investments made by it in good faith. The Note Trustee must not make
         any investment that could have an adverse effect on the 50% risk
         weighting attributed to the Notes by the Bank of England and the Note
         Trustee need only account for interest equal to the highest rate
         payable by it to an independent depositor in respect of comparable
         deposits.

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

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

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

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

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


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         (b)      (TRANSACTION DOCUMENTS)

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

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

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

         (d)      (NOTIFY EVENTS OF DEFAULT)

                  (i)      It will promptly notify the Note Trustee if it has
                           knowledge or notice of or is aware of the occurrence
                           of an Event of Default, Trustee's Default, Servicer
                           Transfer Event, Title Perfection Event or Manager's
                           Default including full details (to the extent known,
                           without making any enquiry) of that Event of Default,
                           Trustee's Default, Servicer Transfer Event, Title
                           Perfection Event or Manager's Default (as the case
                           may be).

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

                           (A)      whether or not the Manager or the Trustee is
                                    aware that any Event of Default has
                                    occurred; and

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

         (e)      (MAINTENANCE OF OFFICE OR AGENCY) The Manager on behalf of the
                  Trustee will maintain in the Borough of Manhattan, The City of
                  New York an office or agency where Class A Notes may be
                  surrendered for registration of transfer or exchange, and
                  where notices and demands to or upon the Trustee in respect of
                  the Class A Notes and this deed may be served. The Trustee
                  hereby initially appoints the Principal Paying Agent to serve
                  as its agent for the foregoing purposes. The Principal Paying
                  Agent shall act solely for, and as agent of, the Trustee and
                  shall not have any obligations towards or relationship or
                  agency or trust with any other person in respect of its
                  appointment under this sub-paragraph (f). The Manager will
                  give prompt written notice to the Note Trustee of the
                  location, and of any change in the location, of any such
                  office or agency. If at any time the Trustee shall fail to
                  maintain any such office or agency or shall fail to furnish
                  the Note Trustee with the address thereof, such surrenders,
                  notices and demands may be made or served at the Corporate
                  Trust Office, and the Trustee hereby appoints the Note Trustee
                  as its agent to receive all such surrenders, notices and
                  demands.

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

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

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

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

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

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

         (i)      (ANNUAL STATEMENT AS TO COMPLIANCE) The Trustee (or the
                  Manager on its behalf) will deliver to the Note Trustee,
                  within 120 days after the end of each fiscal year of the Trust
                  (commencing on [30 September 2001]), and otherwise in
                  compliance with the requirements of section 314(a)(4) of the
                  TIA, an Officer's Certificate stating that:

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

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

                  For the purposes of this clause 11.2(j) compliance shall be
                  determined without regard to any period of grace or
                  requirement of notice under the Transaction Documents.

         (j)      (OPINIONS AS TO TRUST ESTATE) On the Closing Date, the Trustee
                  (or the Manager on its behalf) shall furnish to the Note
                  Trustee an Opinion of Counsel (who may be of counsel for the
                  Trustee) either stating that in the opinion of such counsel
                  the Security Trust Deed and any other requisite documents has
                  been properly recorded and filed so as to make effective the
                  Security Interest intended to be created by the Security Trust
                  Deed, and reciting the details of such action, or stating that
                  in the opinion of such counsel no such action is necessary to
                  make such Security Interest effective.

                  Within 120 days after the end of each fiscal year commencing
                  on [30 September 2001] the Trustee (or the Manager on its
                  behalf) shall furnish to the Note Trustee an Opinion of
                  Counsel (who may be of counsel for the Trustee) either stating
                  that in the opinion of such counsel such action has been taken
                  with respect to the recording, filing, re-recording, and
                  refiling of the Security Trust Deed and any other requisite
                  documents as is necessary to maintain the Security Interest
                  created by the Security Trust Deed, and reciting the details
                  of such action, or stating that in the opinion of such counsel
                  no such action is necessary to maintain such Security
                  Interest.


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         (k)      (NOTEHOLDER REPORT)

                  (i)      The Trustee (or the Manager on its behalf) shall
                           deliver to the Principal Paying Agent and the Note
                           Trustee on each Determination Date the Noteholders
                           Report for the related Collection Period, with
                           written instructions for the Note Trustee and the
                           Principal Paying Agent to forward the Noteholders
                           Report to each Class A Noteholder.

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

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

12.1     FEE

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

12.2     ADDITIONAL REMUNERATION

         If the Note Trustee gives a notice under Condition 10 or it undertakes
         duties which it considers expedient or necessary under this deed, or
         which the Trustee requests it to undertake and which duties the Note
         Trustee, the Manager and the Trustee agree to be of an exceptional
         nature or otherwise outside the scope of the normal duties of the Note
         Trustee under this deed, the Trustee shall pay to the Note Trustee any
         additional remuneration as they agree.

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

12.3     COSTS, EXPENSES

         (a)      Subject to clause 34.8, the Trustee shall also reimburse, pay
                  or discharge all reasonable costs, charges, liabilities and
                  expenses and any stamp and other Taxes or duties paid by the
                  Note Trustee (or the Class A Noteholders acting under clause
                  6.5 (as the case may be)) in connection with properly
                  undertaking its duties under the Transaction Documents and in
                  connection with any legal proceedings brought by the Note
                  Trustee (or the Class A Noteholders acting under clause 6.5
                  (as the case may be)) to enforce any obligation under this
                  deed or the Class A Notes. The Note Trustee shall not be
                  reimbursed for any overhead or general operating expenses
                  which it incurs.

         (b)      Without prejudice to the right of indemnity by law given to
                  trustees, to the extent the Trustee is itself entitled to be
                  indemnified, and subject to clause 29, the Trustee indemnifies
                  the Note Trustee (or the Class A Noteholders acting under
                  clause 6.5 (as the case may be)) and every other person
                  properly appointed by it or any of them under this deed from
                  and


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                  against all liabilities, losses, damages, costs, expenses,
                  actions, proceedings, claims and demands incurred by or made
                  against it or him in the execution of the trusts of this
                  deed or of their powers or in respect of any matter or thing
                  done or omitted in any way relating to this deed (other than
                  arising from any fraud, negligence, default or breach of
                  trust by the Note Trustee or that person).

12.4     OVERDUE RATE

         All sums payable by the Trustee under clauses 12 and 34.8 shall be
         payable by the Trustee on the next Payment Date in the order set out in
         the Supplementary Terms Notice or (if applicable) the Security Trust
         Deed and shall carry interest at the rate of LIBOR plus [2%] from the
         due date. Any amount payable shall carry interest at that rate from the
         due date to the date of actual payment.

12.5     CONTINUING OBLIGATION

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

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

13.1     PREFERENTIAL COLLECTION OF CLAIMS AGAINST TRUSTEE

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

13.2     DUTIES OF NOTE TRUSTEE

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

         (b)      Except while an Event of Default subsists:

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

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


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

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

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

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

13.3     OBLIGATIONS OF NOTE TRUSTEE

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

13.4     NOTICE OF DEFAULTS

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

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

13.5     RIGHTS OF NOTE TRUSTEE

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

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

         (c)      No provision of this deed shall require the Note Trustee to
                  expend or risk its own funds or otherwise incur financial
                  liability in the performance of any of its duties hereunder or
                  in the exercise of any of its rights or powers, if it shall
                  have reasonable grounds to believe that repayment of such
                  funds or indemnity satisfactory to it against such risk or
                  liability is not assured to it.

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

         (e)      The Note Trustee may in relation to this deed act on the
                  advice or opinion of or any information obtained from any
                  lawyer, valuer, accountant, banker, broker, credit-rating


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                  agency, lead manager or other expert whether obtained by the
                  Trustee, the Note Trustee, the Manager, the Servicer or
                  otherwise.

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

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

         (h)      The Note Trustee is at liberty to hold or to place this deed
                  and any other documents relating to this deed in any part of
                  the world (other than Australia) with any banker or banking
                  company or company whose business includes undertaking the
                  safe custody of documents or lawyer or firm of lawyers
                  reasonably considered by the Note Trustee to be of good repute
                  and except in the case of fraud, negligence or breach of trust
                  (in the case of the Security Trustee) or fraud, negligence,
                  default or breach of trust (in the case of the Note Trustee)
                  of that party, neither the Note Trustee nor the Security
                  Trustee shall be responsible for any loss, expense or
                  liability which may be suffered as a result of any assets
                  secured by the Security Trust Deed, Mortgaged Property or any
                  deed or documents of title thereto, being uninsured or
                  inadequately insured or being held by or to the order of the
                  Servicer or any of its affiliates or by clearing organisations
                  or their operators or by any person on behalf of the Note
                  Trustee if prudently chosen in accordance with the Transaction
                  Documents.

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

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

         (k)      Save as expressly otherwise provided in this deed or the
                  Transaction Documents, the Note Trustee shall have absolute
                  and uncontrolled discretion as to the exercise of the
                  discretions vested in the Note Trustee by this deed and the
                  Transaction Documents (the exercise of which as between the
                  Note Trustee and the Class A Noteholders) shall be conclusive
                  and binding on the Class A Noteholders but whenever the Note
                  Trustee is under the provisions


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                  of this deed or the Transaction Documents bound to act at
                  the request or direction of the Class A Noteholders, or any
                  of them, the Note Trustee shall nevertheless not be so bound
                  unless first indemnified to its satisfaction against all
                  actions, proceedings, claims and demands to which it may
                  render itself liable and all costs, charges, damages,
                  expenses and liabilities which it may incur by so doing.

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

         (m)      The Note Trustee shall not (unless and to the extent ordered
                  so to do by a court of competent jurisdiction) be required to
                  disclose to any Class A Noteholder or any Mortgagee, any
                  information made available to the Note Trustee by the Trustee
                  or any other person in connection with the trusts of this deed
                  and no Class A Noteholder shall be entitled to take any action
                  to obtain from the Note Trustee any such information.

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

         (o)      Subject to clauses 6.5 and 7.4, the Note Trustee may certify
                  in good faith whether or not any of the events set out in
                  paragraphs (b) to (e) of Condition 9 or any breach under
                  clause 8 of the Security Trust Deed is in its opinion
                  materially prejudicial to the interests of the relevant Class
                  A Noteholders and may certify, in relation to the event set
                  out in paragraph (a) of Condition 9 in relation to any payment
                  of interest on the Class A Notes that the Trustee had, on the
                  due date for payment of the amount of interest in question,
                  sufficient cash to pay, in accordance with the provisions of
                  the Supplementary Terms Notice or the Security Trust Deed, all
                  interest (after payment of all sums which are permitted under
                  the Supplementary Terms Notice or the Security Trust Deed to
                  be paid in priority to or pari passu with them) and that
                  certificate shall be conclusive and binding upon the Trustee,
                  the Class A Noteholders. The Note Trustee shall have no
                  liability to the Trustee, any Class A Noteholder or any other
                  person in relation to any such certificate or in relation to
                  any delay or omission in providing such certificate. In giving
                  any certificate relating to paragraph (a) of Condition 9, the
                  Note Trustee may rely on any determination made by any
                  independent accountants of recognised standing in Australia
                  and any such determination shall be conclusive and binding on
                  the Trustee and the Class A Noteholders. The Trustee shall pay
                  the Note Trustee reasonable costs and expenses of providing
                  the certificate at the times specified in the Supplementary
                  Terms Notice.

         (p)      The Note Trustee shall not be bound to take any steps to
                  ascertain whether any event, condition or act, the happening
                  of which would cause a right or remedy to become exercisable
                  by the Note Trustee under this deed or by the Trustee under
                  any of the Transaction Documents has happened or to monitor or
                  supervise the observance and


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                  performance by the Trustee or any of the other parties
                  thereto of their respective obligations thereunder and,
                  until it shall have actual knowledge or express notice to
                  the contrary the Note Trustee shall be entitled to assume
                  that no such event, condition or act has happened and that
                  the Trustee and each of the other parties thereto are
                  observing and performing all their respective obligations
                  thereunder.

         (q)      The Note Trustee shall not be responsible for recitals,
                  statements, warranties or representations of any party (other
                  than itself) contained in any Transaction Document or other
                  document entered into in connection with it and shall assume
                  its accuracy and correctness and (except with respect to
                  itself) the execution, legality, effectiveness, adequacy,
                  genuineness, validity or enforceability or admissibility in
                  evidence of that agreement or other document or any security
                  constituted by them, and the Note Trustee may accept without
                  enquiry, requisition or objection all title as the Trustee may
                  have to any of the Mortgaged Property or as any other person
                  may have to any other security charged from time to time to
                  the Note Trustee and shall not be bound to investigate or make
                  any enquiry in the title of the Trustee to any of the
                  Mortgaged Property or the title of any other person to any
                  other security charged from time to time to the Note Trustee
                  whether or not any default or failure might be, or might have
                  been, discovered upon examination inquiry or investigation and
                  whether or not capable of remedy. Notwithstanding the
                  generality of the foregoing each Class A Noteholder is solely
                  responsible for making its own independent appraisal of and
                  investigation into the Trust and the Class A Notes and the
                  Note Trustee shall not at any time have any responsibility for
                  the same and no Class A Noteholder shall rely on the Note
                  Trustee in that respect.

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

         (s)      The Note Trustee shall not be obliged (whether or not directed
                  to do so by the Class A Noteholders) to direct the Security
                  Trustee to perfect legal title to any Purchased Receivable
                  Security if, in the opinion of the Note Trustee, that
                  perfection would or might result in the Note Trustee becoming
                  liable to or incurring any obligation to any Obligor under a
                  Purchased Receivable or Purchased Receivable Security and, in
                  its opinion, there is or would be insufficient cash to
                  discharge, in accordance with the provisions of the Security
                  Trust Deed, that liability or obligations as and when they
                  arise. Notwithstanding the generality of the foregoing, the
                  Note Trustee shall have no responsibility or liability for the
                  payment of any fees for the registration of a Mortgage in
                  Australia or for any related legal, administrative or other
                  fees, costs and expenses (including, but not limited to, any
                  proper disbursements and any goods and services tax). The
                  Manager will provide to the Note Trustee such information and
                  the Trustee will pay to the Note Trustee such costs as the
                  Note Trustee reasonably considers necessary to make these
                  determinations and, subject to clause 29, the Trustee
                  indemnifies the Note Trustee against any loss or damage
                  suffered as a result of the Note Trustee incurring such an
                  obligation.

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         (t)      Without prejudice to the provisions of any Transaction
                  Document, the Note Trustee shall not be under any obligation
                  to insure any of the Mortgaged Property (or any other
                  property) or any deeds or documents of title or other evidence
                  relating to that property and shall not be responsible for any
                  loss, expense or liability which may be suffered as a result
                  of the lack of or inadequacy of any insurance.

         (u)      The Note Trustee shall not be responsible for any loss,
                  expense or liability occasioned to the Mortgaged Property or
                  any other property or in respect of all or any of the moneys
                  which may stand to the credit of the Collection Account, from
                  time to time however caused (including any bank, broker,
                  depository, warehouseman or other intermediary or any clearing
                  system or its operator acting in accordance with or contrary
                  to the terms of any of the Transaction Documents or
                  otherwise), unless that loss is occasioned by the fraud,
                  negligence, default or breach of trust of the Note Trustee.

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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


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

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

         (y)      The Note Trustee is not liable or responsible for any loss,
                  cost, damages, expenses, liabilities or inconvenience which
                  may result from anything done or omitted to be done by it in
                  accordance with the provisions of this deed, any other
                  Transaction Document or any other document or as a consequence
                  of or in connection with it being held or treated as, or being
                  deemed to be, a creditor, for the purposes of the Consumer
                  Credit Legislation, in respect of any of the Mortgages.

         (z)      The Note Trustee shall be entitled to call for and rely on a
                  certificate or any letter of confirmation or explanation
                  reasonably believed by it to be genuine, of any Approved
                  Seller, the Servicer, the Trustee, the Manager, any Paying
                  Agent, the Calculation Agent, any Designated Rating Agency or
                  any other credit rating agency in respect of every manner and
                  circumstance for which a certificate is expressly provided for
                  under this deed or in respect of the rating of the Class A
                  Notes or the Conditions and the Note Trustee is not bound in
                  any such case to call for further evidence or be responsible
                  for any loss, liability, costs, damages, expenses or
                  inconvenience that may be occasioned by its failing so to do.

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

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

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

         (dd)     The Note Trustee acknowledges that the Manager is responsible,
                  under the Supplementary Terms Notice, for calculating all
                  amounts referred to in clause 5 of the Supplementary Terms
                  Notice (other than calculations required to be made by the
                  Calculation Agent under the Agency Agreement) and the Note
                  Trustee has no liability in respect of these calculations
                  other than as a result of the fraud, negligence, default or
                  breach of trust of the Note Trustee.

         (ee)     The Note Trustee shall not be liable to the Trustee, or any
                  Noteholder by reason of having accepted as valid or not having
                  rejected any Definitive Note purporting to be such and


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                  subsequently found to be forged or not authentic and the Note
                  Trustee may call for and shall be at liberty to accept and
                  place full reliance on as sufficient evidence of the facts
                  stated therein a certificate or letter of confirmation
                  certified as true and accurate and signed on behalf of the
                  Common Depository or any common depository for them or any
                  person as the Note Trustee reasonably considers appropriate,
                  or any form of record made by any of them to the effect that
                  at any particular time or through any particular period any
                  particular person is, was, or will be, shown in its records as
                  entitled to a particular number of Class A Notes.

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

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

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

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

         (b)      If the Note Trustee exercises reasonable care in the selection
                  of a delegate under paragraph (a), providing the Note Trustee
                  and the delegate are not related bodies corporate (as defined
                  in the Corporations Law), the Note Trustee shall not be in any
                  way responsible for any loss incurred by reason of any
                  misconduct or default on the part of any delegate or
                  sub-delegate. The Note Trustee must within a reasonable time
                  prior to any delegation or any renewal, extension or
                  termination of any delegation give notice of it to the Trustee
                  and the Designated Rating Agencies.

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

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

         (a)      The Note Trustee may in the conduct of the trusts of this deed
                  instead of acting personally employ and pay an agent, whether
                  being a lawyer or other professional person, to transact or
                  concur in transacting any business and to do or concur in
                  doing all acts required to be done in connection with the
                  trusts of this deed provided that the use of such an agent
                  does not have an adverse effect on the ratings of the Class A
                  Notes. If the Note Trustee exercises reasonable care in the
                  selection of that agent and providing the Note Trustee and the
                  agent


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                  are not related bodies corporate (as defined in the
                  Corporations Law), the Note Trustee shall not in any way be
                  responsible for any loss incurred by reason of any
                  misconduct or default on the part of that agent.

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

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

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

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

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

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

                  (i)      any breach or proposed breach by the Trustee of any
                           of the covenants or provisions contained in this deed
                           or in the Class A Notes (including the Conditions) or
                           any


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                           other Transaction Document (as to which evidence of a
                           breach of one Class A Note shall be deemed evidence
                           of a breach of all Class A Notes); or

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

                  but the Note Trustee shall not exercise any powers conferred
                  on it by this clause in contravention of any express direction
                  given in writing by holders of Class A Notes representing at
                  least 75% of the aggregate Invested Amount of the Class A
                  Notes or by request under Condition 10(d). No direction or
                  request shall affect any waiver, authorisation or
                  determination previously given or made.

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

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

19.1     APPROVAL

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

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

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

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

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

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


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19.2     RESOLUTION OF CLASS A NOTEHOLDERS

         Where in the opinion of the Note Trustee a proposed alteration,
         addition or modification to this deed, other than an alteration,
         addition or modification referred to in clause 19.1, is materially
         prejudicial or likely to be materially prejudicial to the interest of
         Class A Noteholders as a whole or any class of Class A Noteholders, the
         Note Trustee, the Manager and the Trustee may make that alteration,
         addition or modification only if sanctioned in writing by holders of at
         least 75% of the aggregate Invested Amount of the Class A Notes.

19.3     DISTRIBUTION OF AMENDMENTS

         The Manager shall distribute to all Class A Noteholders and each
         Designated Rating Agency a copy of any amendments made under clause
         19.1 or 19.2 under Condition 12 as soon as reasonably practicable after
         the amendment has been made.

19.4     AMENDMENTS BINDING

         Any amendment under this clause is binding on the Class A Noteholders.

19.5     CONFORMITY WITH TIA

         Every amendment of this deed executed pursuant to this clause 19 shall
         conform to the requirements of the TIA as then in effect so long as
         this deed shall then be qualified under the TIA.

20.      CLASS A NOTEHOLDERS
--------------------------------------------------------------------------------

20.1     ABSOLUTE OWNER

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

         (b)      So long as the Class A Notes, or any of them, are represented
                  by a Book-Entry Note, the Trustee, the Manager, the Note
                  Trustee and any Paying Agent may treat the person for the time
                  being shown in the records of the Clearing Agency as the
                  holder of any Class A Note as the absolute owner of that Class
                  A Note and the Trustee, the Manager, the Note Trustee and the
                  Paying Agents are not affected by any notice to the contrary,
                  but without prejudice to the entitlement of the registered
                  holder of the Book-Entry Note to be paid principal and
                  interest on the Book-Entry Note in accordance with its terms.
                  Such person shall have no claim directly against the Trustee
                  in respect of payment due on the Class A Notes for so long as
                  the Class A Notes are represented by a Book-Entry Note and the
                  relevant obligations of the Trustee will be discharged by
                  payment to the registered holder of the Book-Entry Note in
                  respect of each amount so paid.

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

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         (d)      All payments made to the owner of a Class A Note under this
                  clause (or, in the case of a Book-Entry Note, to or to the
                  order of the registered holder of that Book-Entry Note) shall
                  be valid and, to the extent of the sums so paid, effective to
                  satisfy and discharge the liability for the moneys payable
                  upon those Class A Notes.

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

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

20.2     CLEARING AGENCY CERTIFICATE

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

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

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

         (a)      any loss or damage incurred by any of them arising from the
                  non-payment by the Trustee of any US$ due to the Note Trustee
                  or the relevant Class A Noteholders under this deed or the
                  relevant Class A Notes by reason of any variation in the rates
                  of exchange between those used for the purposes of calculating
                  the amount due under a judgment or order in respect of that
                  payment, which amount is expressed in a currency other than
                  US$, and under which the


                                                                         Page 33
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                  Note Trustee, the Class A Noteholders do not have an option
                  to have that judgment or order expressed in US$, and those
                  prevailing at the date of actual payment by the Trustee; and

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

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

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

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

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

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

22.1     APPOINTMENT BY TRUSTEE

         The Trustee may, at the direction of the Manager, at any time appoint a
         new note trustee of this deed who has previously been approved in
         writing by holders of at least 75% of the aggregate Invested Amount of
         the Class A Notes. One or more persons may hold office as note trustee
         or note trustees of this deed but that note trustee or note trustees
         must be or include a Trust Corporation. Whenever there are more than
         two note trustees of this deed the majority of those note trustees are
         competent to execute and exercise all the duties, powers, trusts,
         authorities and discretions vested in the Note Trustee by this deed if
         a Trust Corporation is included in that majority.

22.2     APPOINTMENT BY NOTE TRUSTEE

         (a)      The Note Trustee may, on 30 days prior written notice to the
                  Trustee and Manager, appoint any person established or
                  resident in any jurisdiction (whether a Trust Corporation or
                  not) to act either as a separate note trustee or as a co-note
                  trustee jointly with the Note Trustee:

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

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


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

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

         (c)      The Note Trustee may remove any person appointed under this
                  clause. The reasonable remuneration of any person appointed
                  under this clause together with any costs, charges and
                  expenses properly incurred by it in performing its function as
                  note trustee or co-note trustee will be costs, charges and
                  expenses incurred by the Note Trustee under this deed.

22.3     NOTICE

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

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

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

23.1     REMOVAL BY TRUSTEE

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

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

         (b)      the Note Trustee has ceased its business;

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


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

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

         (d)      the Note Trustee fails to satisfy any obligation imposed on it
                  under the TIA with respect to the Trust or this deed or comply
                  with clause 23.7.

23.2     REMOVAL BY CLASS A NOTEHOLDERS

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

23.3     RESIGNATION

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

23.4     RATING AGENCIES APPROVAL

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

23.5     TRUST CORPORATION

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

23.6     SUCCESSOR TO NOTE TRUSTEE

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


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         (b)      Any corporation:

                  (i)      into which the Note Trustee is merged;

                  (ii)     with which the Note Trustee is consolidated;

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

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

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

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

23.7     ELIGIBILITY; DISQUALIFICATION

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

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

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

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

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

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

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




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

26.1     GENERAL

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

         (a)      must be in writing;

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

         (c)      will be taken to be duly given or made:

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

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

                  but if delivery or receipt is on a day on which business is
                  not generally carried on in the place to which the
                  communication is sent or is later than 5.00 pm (local time),
                  it will be taken to have been duly given or made at the
                  commencement of business on the next day on which business is
                  generally carried on in that place. Any party may by notice to
                  each party change its address and facsimile under this clause
                  26.1.

26.2     DETAILS

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

         THE TRUSTEE

         PERPETUAL TRUSTEES CONSOLIDATED LIMITED

         Level 3, 39 Hunter Street,
         Sydney, New South Wales 2000

         Tel:              612 9229 9000
         Fax:              612 9221 7870

         Attention:        Manager, Securitisation

         THE MANAGER

         CRUSADE MANAGEMENT LIMITED

         Level 11
         55 Market Street
         SYDNEY NSW 2000
         AUSTRALIA

         Tel:              612 9320 5605
         Fax:              612 9320 5586

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         Attention:        Executive Manager, Securitisation

         THE PRINCIPAL PAYING AGENT

         BANKERS TRUST COMPANY

         123 Washington Street
         New York  New York  10006


         Tel:              714 247 6000
         Fax:              714 247 6468
         Attention:        Trust Administration - ST0101

         THE CALCULATION AGENT

         BANKERS TRUST COMPANY
         1761 East St. Andrew Place
         Santa Ana, California 92705

         Tel:              714 247 6000
         Fax:              714 247 6468
         Attention:        Trust Administration - ST0101



         THE NOTE TRUSTEE

         WILMINGTON TRUST COMPANY

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

         Tel:              302 651 8631
         Fax:              302 651 8882
         Attention:        Ann E Roberts


         THE SECURITY TRUSTEE

         P.T. LIMITED

         Level 3
         39 Hunter Street,
         SYDNEY, NSW 2000

         Tel:              612 9229 9000
         Fax:              612 9221 7870

         Attention:        Manager, Securitisation

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

         This deed and the Trust constituted under this deed are governed by the
         law of New South Wales, Australia. The parties submit to the
         non-exclusive jurisdiction of courts exercising jurisdiction there.


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         The administration of the Trust, including the exercise of the Note
         Trustee's powers under clause 13 of this Deed, is governed by the law
         of New York and in the event of any inconsistency between the
         operation of the law of New South Wales, Australia and the law of New
         York in respect of the application of those powers, the law of New
         York will prevail to the extent of the inconsistency.

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

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

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

29.1     GENERAL

         Clause 30 of the Master Trust Deed applies to the obligations and
         liabilities of the Trustee and the Manager under this deed.

29.2     LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT TO INDEMNITY

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

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

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

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


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

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

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

29.3     UNRESTRICTED REMEDIES

         Nothing in clause 29.2 limits any party in:

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

         (b)      obtaining declaratory relief;

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

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

29.4     RESTRICTED REMEDIES

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

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

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

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

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

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

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

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

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

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

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


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

         Where the Note Trustee is required to express an opinion or make a
         determination or calculation under this deed or the other Transaction
         Documents, the Note Trustee may appoint or engage such independent
         advisors including any of the persons referred to in clause 13(a) as
         the Note Trustee reasonably requires to assist in the giving of that
         opinion or the making of that determination or calculation and any
         reasonable costs and expenses payable to those advisors will be
         reimbursed to the Note Trustee by the Trustee or if another person is
         expressly stated in the relevant provision in a Transaction Document,
         that person.

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

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

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

         (b)      any decline or loss directly or indirectly arising from the
                  Note Trustee acting or failing to act as a consequence of an
                  opinion reached by it; and

         (c)      any loss, expense or liability which may be suffered as a
                  result of any assets secured by the Security Trust Deed, the
                  Mortgaged Property or any deeds or documents of title thereto
                  being uninsured or inadequately insured or being held by or to
                  the order of the Servicer or any of its affiliates or by
                  clearing organisations or their operator or by any person on
                  behalf of the Security Trustee or the Note Trustee,

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

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

         The Note Trustee has no responsibility for any statement or information
         in or omission from any information memorandum, advertisement, circular
         or other document issued by or on behalf of the Trustee or Manager,
         including in connection with the issue of Class A Notes. Neither the
         Trustee nor the Manager may publish or permit to be published any such
         document in connection with the offer of Class A Notes or an invitation
         for subscriptions for Class A Notes containing any statement which
         makes reference to the Note Trustee without the prior written consent
         of the Note Trustee, which consent must not be unreasonably withheld.
         In considering whether to give its consent, the Note Trustee is not
         required to take into account the interests of the Noteholders.



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34.      NOTE TRUSTEE'S LIMITED LIABILITY
--------------------------------------------------------------------------------
34.1     RELIANCE ON CERTIFICATE

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

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

34.2     NOTE TRUSTEE'S RELIANCE ON MANAGER, SECURITY TRUSTEE, TRUSTEE OR
         SERVICER

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

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

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

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

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

34.3 COMPLIANCE WITH LAWS

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



                                                                        Page 43


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34.4     RELIANCE ON EXPERTS

         The Note Trustee may rely on and act on the opinion or statement or
         certificate or advice of or information obtained from the Security
         Trustee, the Servicer, the Trustee, barristers or solicitors (whether
         instructed by the Note Trustee or not), bankers, accountants, brokers,
         valuers and other persons believed by it in good faith to be expert or
         properly informed in relation to the matters on which they are
         consulted and the Note Trustee shall not be liable for anything done or
         suffered by it in good faith in reliance on such opinion, statement,
         certificate, advice or information except to the extent of losses,
         costs, claims or damages caused by the Note Trustee's fraud,
         negligence, default or breach of trust.

34.5     OVERSIGHTS OF OTHERS

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

34.6     POWERS, AUTHORITIES AND DISCRETIONS

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

34.7     IMPOSSIBILITY OR IMPRACTICABILITY

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

34.8     LEGAL AND OTHER PROCEEDINGS

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

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

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


                                                                        Page 44

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

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

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

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

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

34.9     NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

         Except to the extent caused by the fraud, negligence, default or breach
         of trust on the Note Trustee's part or on the part of any of its
         officers or employees, or any agents or delegate, sub-agent,
         sub-delegate employed by the Note Trustee in accordance with this Deed
         (and where this Deed provides that the Note Trustee is liable for the
         acts or omissions of any such person) to carry out any transactions
         contemplated by this Deed, the Note Trustee shall not be liable for any
         losses, costs, liabilities or claims arising from the failure to pay
         moneys on the due date for payment to any Class A Noteholder or any
         other person or for any loss howsoever caused in respect of any of the
         Trust or to any Class A Noteholder or other person. The Note Trustee is
         not obliged to take any action under this Deed unless it is indemnified
         to its reasonable satisfaction against all actions, proceedings, claims
         and demands to which it may render itself liable and all costs,
         charges, damages and expenses which it may incur by so doing.

34.10    FURTHER LIMITATIONS ON NOTE TRUSTEE'S LIABILITY

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

     (a)  for any losses, costs, liabilities or expenses arising out of the
          exercise or non-exercise of its discretion or for any other act or
          omission on its part under this Deed, any other Transaction Document
          or any other document except where the exercise or non-exercise of any
          discretion, or any act or omission, by the Note Trustee, or any of its
          officers or employees, or any agent, delegate, sub-agent, sub-delegate
          employed by the Note Trustee in accordance with this Deed (and where
          this Deed provides that the Note Trustee is liable for the acts or


                                                                         Page 45

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Note Trust Deed                                           Allens Arthur Robinson
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         omissions of any such person) to carry out any transactions
         contemplated by this Deed,

         constitutes fraud, negligence, default or breach of trust;

     (b)  for any losses, costs, damages or expenses caused by its acting (in
          circumstances where this Deed requires it to act or contemplates that
          it may so act) on any instruction or direction given to it by:

         (i)      any Class A Noteholder under this Deed, any other Transaction
                  Document or any other document;

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

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

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

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

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

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

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

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

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

     (j)  for any losses, costs, liabilities or expenses caused by the Note
          Trustee's failure to check any calculation, information, document,
          form or list supplied or purported to be supplied to it by the
          Manager, the Trustee, Security Trustee or the Servicer,

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

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

                                                                         Page 46

<PAGE>


Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

34.11    CONFLICTS

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

     (b)  (FIDUCIARY RELATIONSHIP) Note Trustee shall not by reason of any
          fiduciary relationship be in any way precluded from making any
          contracts or entering into any transactions with any such person in
          the ordinary course of its business or from undertaking any banking,
          financial, development, agency or other services including any
          contract or transaction in relation to the placing of or dealing with
          any investment and the acceptance of any office or profit or any
          contract of loan or deposits or other contract or transaction which
          any person or company not being a party to this Deed could or might
          have lawfully entered into if not a party to this Deed. Note Trustee
          shall not be accountable to any Class A Noteholder or any other person
          for any profits arising from any such contracts, transactions or
          offices.

34.12    INFORMATION

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

34.13    INVESTIGATION BY NOTE TRUSTEE

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

35.      NOTEHOLDERS' LISTS AND REPORTS
--------------------------------------------------------------------------------
35.1     PROVISION OF INFORMATION

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

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

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

 provided that so long as:

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

     (d)  the Class A Notes are Book-Entry Notes,


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Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

         no such list shall be required to be furnished.

35.2     PRESERVATION OF INFORMATION; COMMUNICATIONS TO NOTEHOLDERS

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

     (b)  Class A Noteholders may communicate pursuant to section 312(b) of the
          TIA with other Class A Noteholders with respect to their rights under
          this Deed or under the Class A Notes.

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

35.3     REPORTS BY NOTE TRUSTEE

         If required by section 313(a) of the TIA, within 60 days after each 30
         June, beginning with 30 June 2001, the Note Trustee shall mail to each
         Class A Noteholder, the Trustee and the Manager as required by section
         313(c) of the TIA a brief report dated as of such date that complies
         with section 313(a) of the TIA. The Note Trustee also shall comply with
         section 313(b) of the TIA. A copy of each report at the time of its
         mailing to Class A Noteholders shall be filed by the Note Trustee with
         the Commission and each stock exchange, if any, on which the Class A
         Notes are listed. The Manager on behalf of the Trustee shall notify the
         Note Trustee if and when the Class A Notes are listed on any stock
         exchange.

35.4     NOTICES TO CLASS A NOTEHOLDERS; WAIVER

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

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

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

                                                                         Page 48

<PAGE>

Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

         notice as the Manager on behalf of the Trustee shall direct the Note
         Trustee shall be deemed to be a sufficient giving of such notice.

35.5     REPORTS BY TRUSTEE

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

     (a)  file with the Note Trustee, within 15 days after the Trustee is
          required to file the same with the Commission, copies of the annual
          reports and of the information, documents and other reports (or copies
          of such portions of any of the foregoing as the Commission may from
          time to time by rules and regulations prescribe) which the Trustee may
          be required to file with the Commission pursuant to section 13 or
          15(d) of the Securities Exchange Act of 1934, as amended;

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

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

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

36.1     COMPLIANCE CERTIFICATES AND OPINIONS, ETC

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

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

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

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

     (b) (i)      Prior to the deposit of any property or securities with the
                  Trustee that is to be made the basis for the release of any
                  property or securities subject to the Security Interest
                  created by the Security Trust Deed, the Trustee (or the
                  Manager on its behalf) shall, in addition to any obligation
                  imposed in clause 36.1(a) or elsewhere in this deed, furnish
                  to the Note Trustee an Officer's Certificate certifying or


                                                                         Page 49

<PAGE>

Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

                  stating the opinion of each person signing such certificate as
                  to the fair value (within 90 days of such deposit) of the
                  property or securities to be so deposited.

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

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

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

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

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

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

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

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

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


                                                                         Page 50

<PAGE>

Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

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

36.2     UNDERTAKING FOR COSTS

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

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

          (i)  any suit instituted by the Note Trustee;

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

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

36.3     EXCLUSION OF SECTION 316

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

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

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

         Notwithstanding any other provisions in this deed, any Class A
         Noteholder shall have the right, which is absolute and unconditional,
         to receive payment of the principal of and interest, if any, on such
         Class A Note on or after the respective due dates thereof expressed in
         such Class A Note or in this deed (or, in the case of final redemption
         of a Note, on or after the Final Maturity Date) and to institute suit
         for the enforcement of any such payment, and such right shall not be
         impaired without the consent of such Class A Noteholder, except to the
         extent that the institution or prosecution thereof or the entry of
         judgment therein would, under applicable law, result in the surrender,
         impairment, waiver, or loss of the Security Interest created by the
         Security Trust Deed upon any property subject to such Security
         Interest.

                                                                         Page 51

<PAGE>

Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

36.5     CONFLICT WITH TRUST INDENTURE ACT

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

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

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

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

37.2     SPECIAL WRITTEN APPROVALS

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

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

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

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

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

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

          (vi) alteration of this sub-paragraph.

     (b)  Subject toparagraph (c) the Noteholders shall in addition to the
          powers given under this deed have the following powers if approval is
          given by holders of at least 75% of the aggregate Invested Amount of
          the Class A Notes, as appropriate,

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

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


                                                                         Page 52

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Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

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

          (iv) power to give any authority or sanction which under the
               provisions of these presents or the Class A Notes (including the
               Conditions) is required to be given by, in writing by holders of
               at least 75% of the aggregate Invested Amount of the Class A
               Notes;

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

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

          (vii) power to authorise the Note Trustee to concur in and execute and
               do all such deeds, instruments, acts and things as may be
               necessary to carry out and give effect to the approval in writing
               by holders of at least 75% of the aggregate Invested Amount of
               the Class A Notes;

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


37.3     REQUIREMENT FOR WRITING

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

EXECUTED as a deed in New York.

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

                                                                         Page 53

<PAGE>

Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

TRUSTEE

SIGNED on behalf of
PERPETUAL TRUSTEES
CONSOLIDATED LIMITED
(ABN 81 004 029 841)
by its attorney under the Power of Attorney dated
<TABLE>
<CAPTION>
<S>                                                  <C>

in the presence of:
                                                     ----------------------------------------------
                                                     Signature


--------------------------------------------------   ----------------------------------------------
Witness                                              Print name


--------------------------------------------------
Print name

</TABLE>




<TABLE>
<CAPTION>
<S>                                                  <C>


MANAGER


SIGNED, SEALED AND DELIVERED on behalf of
CRUSADE MANAGEMENT LIMITED
by its attorney under the Power of Attorney dated
in the presence of:

                                                     ----------------------------------------------
                                                     Signature


--------------------------------------------------   ----------------------------------------------
Witness                                              Print name


--------------------------------------------------
Print name

</TABLE>

                                                                         Page 54

<PAGE>


Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------


NOTE TRUSTEE

SIGNED, SEALED AND DELIVERED by
WILMINGTON TRUST COMPANY
dated:
in the presence of:
<TABLE>
<CAPTION>
<S>                                                  <C>

                                                     ----------------------------------------------
                                                     Signature


--------------------------------------------------   ----------------------------------------------
Witness                                              Print name


--------------------------------------------------
Print name


</TABLE>







PRINCIPAL PAYING AGENT

SIGNED, SEALED AND DELIVERED by
BANKERS TRUST COMPANY
dated:
in the presence of:
<TABLE>
<CAPTION>
<S>                                                  <C>

                                                     ----------------------------------------------
                                                     Signature


--------------------------------------------------   ----------------------------------------------
Witness                                              Print name


--------------------------------------------------
Print name

</TABLE>

                                                                         Page 55


<PAGE>
Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

CALCULATION AGENT

SIGNED, SEALED AND DELIVERED by
BANKERS TRUST COMPANY
dated:
<TABLE>
<CAPTION>
<S>                                                  <C>

in the presence of:
                                                     ----------------------------------------------
                                                     Signature


--------------------------------------------------   ----------------------------------------------
Witness                                              Print name


--------------------------------------------------
Print name




SECURITY TRUSTEE

SIGNED, SEALED AND DELIVERED on behalf of
P.T. LIMITED
by its attorney under the Power of
Attorney dated
in the presence of:
                                                     ----------------------------------------------
                                                     Signature


--------------------------------------------------   ----------------------------------------------
Witness                                              Print name


--------------------------------------------------
Print name


</TABLE>

                                                                         Page 56
<PAGE>


Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

SCHEDULE 1


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

REGISTERED                                  CUSIP No
No. R-
                                            ISIN No.

                                            Common Code


Unless this Note is presented by an authorised representative of The Depository
Trust Company, a New York corporation (DTC), to the Issuer or its agent for
registration of transfer, exchange or payment, and any Note issued is registered
in the name of Cede & Co. or in such other name as is requested by an authorised
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorised representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

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

                     PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                              (ABN 81 004 029 841)

 (a limited liability company incorporated under the law of Victoria, Australia)

      in its capacity as trustee of the Crusade Global Trust No. 2 of 2001

                                 BOOK-ENTRY NOTE

                                  representing

                                  US$[NUMBER]**

 Class A Mortgage Backed Floating Rate Notes Due on the Final Maturity Date
 falling in [*].

This Note is a Class A Book-Entry Note without principal or interest in respect
of a duly authorised issue of Notes of Perpetual Trustees Consolidated Limited
in its capacity as trustee of the Crusade Global Trust No. 2 of 2001 (the
"TRUST") (the "ISSUER"), designated as specified in the title above (the
"NOTES"), in an initial aggregate principal amount of

                          [        ]** (US$ [        ])**

and (a) constituted by a Master Trust Deed (the "MASTER TRUST DEED") dated 14
March 1998 between the Issuer, St.George Bank Limited and Crusade Management
Limited (the "MANAGER"), by a Supplementary Terms Notice (the "SUPPLEMENTARY
TERMS NOTICE") dated [*] 2001 between (among others) the Issuer, the Security
Trustee (as defined herein), St.George Custodial Pty Limited, Wilmington Trust
Company (the note trustee for the time being referred to as the "NOTE TRUSTEE")
as trustee for the holders for the time being of the Class A Notes (the "CLASS A
NOTEHOLDERS") and the Manager, and by the Conditions; (b) issued subject to a
Note Trust Deed dated [*] 2001 (the "NOTE TRUST DEED") between (among others)
the Issuer, the Manager



                                                                         Page 57
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Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------





and the Note Trustee; and (c) secured by a Security Trust Deed (the "SECURITY
TRUST DEED") dated [*] 2001 between the Issuer, the Manager, the Note Trustee
and P.T. Limited (ABN 67 004 454 666) (the "SECURITY TRUSTEE"), which expression
shall include its successor for the time being as security trustee under the
Security Trust Deed). References to the Conditions (or to any particular
numbered Condition) shall be to the Terms and Conditions of the Class A Notes
set out in Schedule 3 to the Note Trust Deed but with the deletion of those
provisions which are applicable only to Class A Notes in definitive form. Terms
and expressions defined in the Note Trust Deed and the Conditions shall, save as
expressly stated otherwise, bear the same meanings when used herein.

If the Issuer is obliged to issue Definitive Notes under Clause 3.3 of the Note
Trust Deed this Class A Book-Entry Note will be exchangeable in whole at the
offices of the Principal Paying Agent at 1761 East St. Andrew Place, Santa Ana,
California 92705, (ATTN: Trust Administration - ST0101)(or such other place
outside Australia and any of its respective territories and possessions and
other areas subject to jurisdictions as the Note Trustee may agree) for Class A
Definitive Notes and the Issuer shall execute and procure that the Principal
Paying Agent authenticates and delivers in full exchange for this Class A
Book-Entry Note, Class A Definitive Notes in aggregate principal amount equal to
the Amount of all Class A Notes represented by this Class A Book-Entry Note. The
Issuer is not obliged to issue Definitive Notes until 30 days after the
occurrence of an event set out in clause 3.3 of the Note Trust Deed.

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

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

On any payment of principal and/or interest on the Class A Notes as set out
above details of that payment shall be endorsed by or on behalf of the Issuer in
the Note Register and, in the case of payments of principal,



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Note Trust Deed                                           Allens Arthur Robinson
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the Invested Amount of the Class A Notes shall be reduced for all purposes by
the amount so paid and endorsed in the Note Register. Any such record shall be
prima facie evidence that the payment in question has been made.

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

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

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

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

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

IN WITNESS the Issuer has caused this Class A Book-Entry Note to be signed
[manually/in facsimile] by a person duly authorised on its behalf

Perpetual Trustees Consolidated Limited in its capacity as trustee of the
Crusade Global Trust No. 2 of 2001

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

IMPORTANT NOTICE:

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

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

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

(d)      None of St.George, Perpetual Trustees Consolidated Limited, the
         Custodian (as defined in the Supplementary Terms Notice), the Servicer
         (as defined in the Supplementary Terms Notice), the Manager, the
         Security Trustee, the Note Trustee, the Standby Guarantor (as defined
         in the Supplementary Terms Notice), Deutsche Bank AG in its capacity as
         standby provider of an Interest Hedge (as defined in the Supplementary
         Terms Notice), the Currency Swap Provider (as defined in the
         Supplementary Terms Notice) or any of the Note Managers (as defined in
         the Supplementary Terms Notice) guarantees the payment of interest or
         the repayment of principal due on the Notes.


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

(f)      Without limiting the Conditions, the Issuer's liability to make
         payments in respect of the Notes is limited to its right of indemnity
         from the assets of the Trust from time to time available to make such
         payments under the Master Trust Deed and Supplementary Terms Notice.
         All claims against the Issuer in relation to the Notes can be enforced
         against the Issuer only to the extent to which it can be satisfied out
         of the assets of the Trust out of which the Issuer is actually
         indemnified for the liability except in the case of (and to the extent
         of) any fraud, negligence or Default (as defined in the Master Trust
         Deed) on the part of the Issuer.



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

                          CERTIFICATE OF AUTHENTICATION

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


BANKERS TRUST COMPANY as Principal Paying Agent


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Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

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

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

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

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

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

                         (name and address of assignee)

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

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

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

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



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




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

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



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Note Trust Deed                                           Allens Arthur Robinson
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SCHEDULE 2


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

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


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

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

(c)      the Available Income;

(d)      the Total Available Funds;

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

(f)      the Redraw Shortfall;

(g)      the Payment Shortfall (if any);

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

(i)      the Principal Collections;

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

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

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

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

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

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

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

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

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



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Note Trust Deed                                           Allens Arthur Robinson
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SCHEDULE 3 : TERMS AND CONDITIONS OF THE CLASS A NOTES


















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