<PAGE>



                                                   Note Trust Deed

                               Perpetual Trustees Victoria Limited

                   Interstar Securitisation Management Pty Limited

                             The Bank of New York, New York branch

                            The Bank of New York (Luxembourg) S.A.



                                       Interstar Millennium Trusts

                         Interstar Millennium Series 2002-1G Trust



                                                 The Chifley Tower
                                                  2 Chifley Square
                                                 Sydney  NSW  2000
                                                         Australia
                                               Tel  61 2 9230 4000
                                               Fax  61 2 9230 5333
                                                    www.aar.com.au

                         (C) Copyright Allens Arthur Robinson 2002



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CROSS REFERENCE TABLE(1)
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TRUST INDENTURE ACT SECTION                         CLAUSE
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310      (a)(1)                                     23.6
         (a)(2)                                     23.1(d)
         (a)(3)                                     23.6
         (a)(4)                                     22.2(b)
         (a)(5)                                     NA(2)
         (b)                                        23.6
         (c)                                        23.6, 23.1
                                                    NA
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311      (a)                                        13.1
         (b)                                        13.1
         (c)                                        NA
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312      (a)                                        35.1, 35.2(a)
         (b)                                        35.2(b)
         (c)                                        35.2(c)
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313      (a)                                        35.3
         (b)(1)                                     35.3
         (b)(2)                                     NA
         (c)                                        35.4
         (d)                                        35.3
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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)
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315      (a)                                        13.2(b)
         (b)                                        13.4
         (c)                                        13.2(a)
         (d)                                        13.2(c), (d)
         (e)                                        36.2
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316      (a)(1)                                     36.3
         (a)(2)                                     NA
         (b)                                        36.4
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317      (a)(1)                                     6.1
         (a)(2)                                     NA
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                                                                      Page (i)
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         (b)                                        2.5
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318      (a)                                        36.5
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NOTES:

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

2.       NA means not applicable.


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TABLE OF CONTENTS

<TABLE>
<CAPTION>

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

2.       PAYMENTS ON CLASS A2 NOTES                                                                        5
         2.1      Principal Amount                                                                         5
         2.2      Covenant to repay                                                                        5
         2.3      Deemed Payment                                                                           6
         2.4      Following Event of Default                                                               6
         2.5      Requirements of Paying Agents                                                            7
         2.6      Certification                                                                            7
         2.7      Determinations                                                                           7

3.       FORM OF, ISSUE OF AND DUTIES AND TAXES ON, CLASS A2 NOTES                                         8
         3.1      Issue of Global Notes                                                                    8
         3.2      Terms of Global Notes                                                                    8
         3.3      Issue of Definitive Notes                                                                9
         3.4      Notice of Exchange Events                                                               10
         3.5      Form of Definitive Notes                                                                10
         3.6      Stamp and Other Taxes                                                                   10
         3.7      Indemnity for non-issue                                                                 10
         3.8      Note Register and Note Registrar                                                        11
         3.9      US Tax Treatment                                                                        12

4.       COVENANT OF COMPLIANCE                                                                           13

5.       CANCELLATION OF CLASS A2 NOTES                                                                   13
         5.1      Cancellation                                                                            13
         5.2      Records                                                                                 13

6.       ENFORCEMENT                                                                                      13
         6.1      Actions following Event of Default                                                      13
         6.2      Evidence of default                                                                     14
         6.3      Overdue interest                                                                        14
         6.4      Restrictions on enforcement                                                             14
         6.5      Action by Noteholders                                                                   15

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7.       PROCEEDINGS                                                                                      15
         7.1      Acting only on direction                                                                15
         7.2      Security Trustee acting                                                                 16
         7.3      Note Trustee alone entitled to act                                                      16
         7.4      Available amounts                                                                       16
         7.5      No liability                                                                            17

8.       NOTICE OF PAYMENT                                                                                17

9.       INVESTMENT BY NOTE TRUSTEE                                                                       17

10.      PARTIAL PAYMENTS                                                                                 17

11.      COVENANTS BY THE TRUSTEE AND TRUST MANAGER                                                       17

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

13.      LIMITED RESPONSIBILITIES 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     Extraordinary Resolution of Noteholders                                                 31
         19.3     Distribution of amendments                                                              32
         19.4     Amendments binding                                                                      32
         19.5     Conformity with TIA                                                                     32

20.      CLASS A2 NOTEHOLDERS                                                                             32
         20.1     Absolute Owner                                                                          32
         20.2     Clearing System 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                                                                                  34
         22.4     Requirement for Note Trustee                                                            35

23.      NOTE TRUSTEE'S RETIREMENT AND REMOVAL                                                            35
         23.1     Removal by Trustee                                                                      35
         23.2     Removal by Class A2 Noteholders                                                         35
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         23.3     Resignation                                                                             35
         23.4     Trust Corporation                                                                       35
         23.5     Successor to Note Trustee                                                               36
         23.6     Eligibility; Disqualification                                                           36

24.      NOTE TRUSTEE'S POWERS ADDITIONAL                                                                 37

25.      SEVERABILITY OF PROVISIONS                                                                       37

26.      NOTICES                                                                                          37
         26.1     General                                                                                 37
         26.2     Details                                                                                 38

27.      GOVERNING LAW AND JURISDICTION                                                                   39

28.      COUNTERPARTS                                                                                     39

29.      LIMITED RECOURSE                                                                                 39
         29.1     General                                                                                 39
         29.2     Liability of Trustee limited to its right of Indemnity                                  39
         29.3     Unrestricted remedies                                                                   39
         29.4     Restricted remedies                                                                     39

30.      SUCCESSOR TRUSTEE                                                                                40

31.      REIMBURSEMENT FOR THE COST OF INDEPENDENT ADVICE                                                 40

32.      NO LIABILITY                                                                                     40

33.      INFORMATION MEMORANDUM                                                                           41

34.      NOTE TRUSTEE'S LIMITED LIABILITY                                                                 41
         34.1     Reliance on certificates                                                                41
         34.2     Note Trustee may assume signed documents to be genuine                                  41
         34.3     Note Trustee's reliance on Trust Manager or Security Trustee                            42
         34.4     Compliance with laws                                                                    42
         34.5     Taxes                                                                                   42
         34.6     Reliance on experts                                                                     42
         34.7     Oversights of others                                                                    43
         34.8     Powers, authorities and discretions                                                     43
         34.9     Impossibility or impracticability                                                       43
         34.10    Legal and other proceedings                                                             43
         34.11    No liability except for gross negligence etc.                                           44
         34.12    Further limitations on Note Trustee's liability                                         44
         34.13    Conflicts                                                                               45
         34.14    Information                                                                             46
         34.15    Investigation by Note Trustee                                                           46

35.      NOTEHOLDERS' LISTS AND REPORTS                                                                   46
         35.1     Provision of information                                                                46
         35.2     Preservation of Information; Communications to Noteholders                              47
         35.3     Reports by Note Trustee                                                                 47
         35.4     Notices to Class A2 Noteholders; Waiver                                                 47
         35.5     Reports by Trustee                                                                      48

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36.      TRUST INDENTURE ACT - MISCELLANEOUS                                                              49
         36.1     Compliance Certificates and Opinions, etc                                               49
         36.2     Undertaking for Costs                                                                   50
         36.3     Exclusion of section 316                                                                51
         36.4     Unconditional Rights of Class A2 Noteholders to Receive Principal and Interest          51
         36.5     Conflict with Trust Indenture Act                                                       51

SCHEDULE 1                                                                                                54
         Form of Global Note                                                                              54

SCHEDULE 2                                                                                                58
         Form of Definitive Class A2 Note                                                                 58

SCHEDULE 3                                                                                                61
         Provisions for Meetings of Class A2 Noteholders                                                  61

SCHEDULE 4                                                                                                70
         Information to be contained in Noteholder's Report                                               70

SCHEDULE 5                                                                                                71

</TABLE>

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DATE                                                                       2002
-------------

PARTIES
-------------
1.              PERPETUAL TRUSTEES VICTORIA LIMITED (ABN 42 004 027 258) of
                Level 4, 333 Collins Street, Melbourne, Victoria in its capacity
                as trustee of Interstar Millennium Series 2002-1G Trust (the
                TRUSTEE);

2.              INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED (ACN 100 346
                898) of Level 28, 367 Collins Street, Melbourne, Victoria in its
                capacity as Trust Manager (the TRUST MANAGER);

3.              THE BANK OF NEW YORK, NEW YORK BRANCH of 101 Barclay Street,
                21W, New York, New York 10286 (the PRINCIPAL PAYING AGENT, the
                CALCULATION Agent and the NOTE REGISTRAR and, in its capacity as
                trustee for the Class A2 Noteholders, the NOTE TRUSTEE); and

4.              THE BANK OF NEW YORK (LUXEMBOURG) S.A. of Aerogolf Center, 1A,
                Hoehenhof, L-1736, Senningerberg, Luxembourg (the LUXEMBOURG
                PAYING AGENT).

RECITALS
-------------
A               The Trustee has resolved at the direction of the Trust Manager
                to issue US$1,000,000,000 Class A2 Notes to be constituted and
                secured in the manner provided in this deed and the other
                Transaction Documents.

B               The Note Trustee has agreed to act as trustee for the Class A2
                Noteholders under this deed.

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IT IS AGREED as follows.

1.       DEFINITIONS AND INTERPRETATION
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1.1      DEFINITIONS AND INTERPRETATION

         The following definitions apply unless the context requires otherwise.

         CORPORATE TRUST OFFICE means the principal office of the Note Trustee
         at which at any particular time its corporate trust business is
         administered, which at the date of the execution of this deed is 101
         Barclay Street, 21W, New York, New York 10286 or at such other address
         as the Note Trustee may designate by notice to the Trust Manager, the
         Class A2 Noteholders and the Trustee or the principal corporate trust
         office of any successor Note Trustee.

         EVENT OF DEFAULT means, in respect of a Class A2 Note, any of the
         events described in Condition 9.

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

         MASTER TRUST DEED means the Master Trust Deed dated 2 December 1999
         between Perpetual Trustees Victoria Limited and Interstar Securities
         (Australia) Pty Limited and applying to the Trust by reason of the
         Notice of Creation of Trust between Interstar Securities (Australia)
         Pty Limited, the Trust Manager and the Trustee dated [*] 2002.

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

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

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

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

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

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

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

         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 The Bank of New
         York for so long as it complies with such section.

1.2      DEFINITIONS IN MASTER TRUST DEED, SERIES NOTICE AND CONDITIONS

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

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

                  (i)   definitions in this deed;

                  (ii)  definitions in the Series Notice;

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                  (iii) definitions in the Master Trust Deed;

                  (iv)  definitions in the Conditions.

         (c)      No change to the Master Trust Deed or any other document
                  (including the order of payment set out in the Series Notice)
                  after the date of this deed will change the meaning of terms
                  used in this deed or adversely affect the rights of the Note
                  Trustee or any Class A2 Noteholder under this deed unless the
                  Note Trustee (or the Class A2 Noteholders acting under clause
                  6.5, as the case may be) has agreed in writing to the changes
                  under this deed.

1.3      INTERPRETATION

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

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

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

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

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

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

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

                  INDENTURE SECURITIES means the Class A2 Notes.

                  INDENTURE SECURITY HOLDER means a Class A2 Noteholder.

                  INDENTURE TO BE QUALIFIED means the Note Trust Deed.

                  INDENTURE TRUSTEE or INSTITUTIONAL TRUSTEE means the Note
                  Trustee.

                  OBLIGOR on the indenture securities means the Trustee.

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

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1.4      DETERMINATION, STATEMENT AND CERTIFICATE SUFFICIENT EVIDENCE

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

1.5      DOCUMENT OR AGREEMENT

         A reference to:

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

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

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

1.6      TRANSACTION DOCUMENT

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

1.7      TRUSTEE AS TRUSTEE

         In this deed, except where provided to the contrary:

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

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

1.8      KNOWLEDGE OF TRUSTEE

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

1.9      KNOWLEDGE OF THE NOTE TRUSTEE

         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.

1.10     APPOINTMENT OF THE NOTE TRUSTEE

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

         (a)      is appointed to act as trustee on behalf of the Class A2
                  Noteholders on the terms and conditions of this deed; and

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         (b)      acknowledges and declares that it:

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

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

         in each case, on trust for each Class A2 Noteholder, in accordance with
         the terms and conditions of this deed. If the first Closing Date has
         not occurred within 30 days of the Note Trustee executing this deed,
         the trust constituted under this clause 1.10 will cease.

1.11     COMMENCEMENT

         (a)      This clause 1, clause 27 and clause 34.10 commence upon
                  execution of this deed by the Note Trustee.

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

1.12     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 CLASS A2 NOTES
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2.1      PRINCIPAL AMOUNT

         Subject to clause 2.3, the aggregate Principal Amount of the Class A2
         Notes is limited to US$[1,000,000,000].

2.2      COVENANT TO REPAY

         (a)      The Trustee covenants with the Note Trustee that the Trustee
                  will, in accordance with the terms of the Class A2 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 Trust Manager on:

                  (i)     the Maturity Date of the Class A2 Notes; or

                  (ii)    each earlier date as the Class A2 Notes, or any of
                          them, may become repayable (whether in full or in
                          part),

                  pay or procure to be paid unconditionally in accordance with
                  this deed to or to the order of the Note Trustee in US$ in New
                  York City in same day funds the Principal Amount of the Class
                  A2 Notes repayable or, in the case of a partial payment of the
                  Class A2 Notes, the Principal Payment repayable, subject to
                  and in accordance with the terms of the Class A2 Notes
                  (including the Conditions).

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         (b)      Subject to clause 2.3 and to the terms of the Class A2 Notes
                  (including the Conditions and the Transaction Documents
                  (including clause 29 of this deed)), the Trustee shall, at the
                  direction of the Trust Manager, pay or procure to be paid
                  unconditionally to or to the order of the Note Trustee:

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

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

         (c)      The Note Trustee shall hold the benefit of the covenant in
                  this clause 2.2, and all other rights of the Noteholders under
                  the Notes, on trust for the benefit of the Class A2
                  Noteholders.

2.3      DEEMED PAYMENT

         Any payment of principal or interest in respect of Class A2 Notes to or
         to the account of the Principal Paying Agent in the manner provided in
         clause 3 of the Agency Agreement shall satisfy the covenant in relation
         to the Class A2 Notes by the Trustee in this clause 2 to the extent of
         that payment.

2.4      FOLLOWING EVENT OF DEFAULT

         At any time after an Event of Default in respect of the Class A2 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:

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

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

                           (B)     hold all Definitive Notes and all amounts,
                                   documents and records held by them in respect
                                   of the Class A2 Notes to the order of the
                                   Note Trustee; or

                  (ii)    to deliver up all Definitive Notes and all amounts,
                          documents and records held by them in respect of the
                          Class A2 Notes, to the Note Trustee or as the

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                          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; and

         (b)      by notice in writing to the Trustee require it to make all
                  subsequent payments in respect of the Class A2 Notes to or to
                  the order of the Note Trustee and not to the Principal Paying
                  Agent and, with effect from the issue of that notice to the
                  Trustee and until that notice is withdrawn, clause 2.3 shall
                  not apply.

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

2.5      REQUIREMENTS OF PAYING AGENTS

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

         (a)      hold in trust for the Note Trustee and the Class A2
                  Noteholders all sums held by that Paying Agent for the payment
                  of principal and interest with respect to the Class A2 Notes
                  until all relevant sums are paid to the Note Trustee or the
                  Class A2 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 Trust Manager if the full amount
                  of any payment of principal or interest required to be made by
                  the Series Notice and the Conditions in respect of the Class
                  A2 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 A2 Notes under Condition 5,
         the Note Trustee may rely upon an Officer's Certificate of the Trust
         Manager certifying that the Trustee will be in a position to discharge
         all its liabilities in respect of the relevant Class A2 Notes and any
         amounts required under the Security Trust Deed to be paid in priority
         to or pari passu with those Class A2 Notes and such certificate shall
         be conclusive and binding on the Trustee, the Note Trustee and the
         holders of those Class A2 Notes. The Note Trustee shall not incur any
         liability as a result of relying on such certificate or such
         certificate subsequently being considered invalid.

2.7      DETERMINATIONS

         If the Trust Manager does not at any time for any reason determine a
         Principal Payment or the Principal Amount applicable to any Class A2
         Notes in accordance with Condition 5(d), the Principal Payment or
         Principal Amount must be determined by the Calculation Agent in
         accordance with Condition 5(d)(iii) (but based on the information in
         its possession) and each such determination or calculation shall be
         deemed to have been made by the Trust Manager.

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3.       FORM OF, ISSUE OF AND DUTIES AND TAXES ON, CLASS A2 NOTES

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3.1      ISSUE OF GLOBAL NOTES

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

         (b)      The Trustee shall on the date of this deed procure the
                  registration in the Note Register of Cede & Co, as nominee for
                  the Clearing Agency, as holder of the Global Note, and no
                  Class A2 Note Owner will receive a Definitive Note
                  representing such Class A2 Note Owner's interest in such Note
                  except as provided in clause 3.3.

3.2      TERMS OF GLOBAL NOTES

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

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

         (c)      The Global Notes shall be in an aggregate Principal Amount of
                  US$1,000,000,000.

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

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

         (f)      Whenever a notice or other communication to the Class A2
                  Noteholders is required under this deed, unless and until
                  Definitive Notes have been issued to Class A2 Note Owners
                  pursuant to clause 3.3, the Note Trustee shall give all such
                  notices and communications specified herein to be given to
                  Class A2 Noteholders to the Clearing Agency, and shall have no
                  obligation to the Class A2 Note Owners in respect of the same.

         (g)      Unless and until the Definitive Notes have been issued to the
                  Class A2 Note Owners pursuant to clause 3.3:

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

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                  (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 A2 Notes and the giving of
                          instructions or directions hereunder) as the sole
                          holder of the Class A2 Notes, and shall have no
                          obligation to any Class A2 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 A2 Note Owners shall be exercised
                          only through the Clearing Agency and shall be limited
                          to those established by law and agreements between
                          such Class A2 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 A2 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
                          A2 Note Owners evidencing a specific percentage of the
                          Principal Amounts of all Class A2 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 A2 Note Owners and/or
                          Clearing Agency Participants owning or representing,
                          respectively, such required percentage of the
                          beneficial interest in the Class A2 Notes and has
                          delivered such instructions to the Principal Paying
                          Agent.

3.3      ISSUE OF DEFINITIVE NOTES

         If at any time the Class A2 Notes are represented by a Global Note and:

         (a)      the Principal Paying Agent advises the Trust Manager in
                  writing that DTC is no longer willing or able to discharge
                  properly its responsibilities as depository for the Class A2
                  Notes and the Trust Manger is unable to locate a qualified
                  successor; or

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

         (c)      after the occurrence of an Event of Default, the Note Trustee,
                  at the written direction of Noteholders holding a majority of
                  the outstanding Principal Amount of the Class A2 Notes,
                  advises the Trustee and the Principal Paying Agent that the
                  continuation of a book-entry system is no longer in the best
                  interests of the Class A2 Noteholders,

         then the Trust Manager must direct the Trustee to, and the Trustee must
         (at its expense), within 30 days of becoming aware of the occurrence of
         the relevant event, issue Definitive Notes in exchange for the whole of
         the outstanding interest in the Global Note.

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3.4      NOTICE OF EXCHANGE EVENTS

         (a)      The Trustee or the Trust Manager shall notify the Note Trustee
                  forthwith if the Trustee or the Trust Manager (as the case may
                  be) becomes actually aware of any of the events referred to in
                  clause 3.3 and shall, unless the Note Trustee agrees
                  otherwise, promptly give notice of the event and of its
                  obligations to issue Definitive Notes to the Class A2 Note
                  Owners in accordance with Condition 12.

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

3.5      FORM OF DEFINITIVE NOTES

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

         (b)      The Definitive Notes shall be issued in denominations of
                  US$100,000 each (serially numbered) and shall be issued on the
                  terms of the Conditions.

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

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

3.6      STAMP AND OTHER TAXES

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

         (a)      the execution of the Transaction Documents;

         (b)      the constitution and original issue and delivery of the Class
                  A2 Notes; and

         (c)      any action taken by the Note Trustee or (where permitted under
                  this deed so to do), the Clearing Agency or any Class A2 Note
                  Owner to enforce the provisions of the Class A2 Notes or the
                  Transaction Documents; and

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

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3.7      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(b) but
         fails to do so within 30 days of the Trustee or the Trust Manager
         becoming actually aware of the occurrence of the relevant event then
         the Trustee shall (subject to clause 29 of this deed) indemnify the
         Note Trustee, the Class A2 Noteholders and the Class A2 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 A2
         Noteholders or the Class A2 Note Owners is less than the amount that
         would have been received had Definitive Notes been issued within the 30
         days referred to above. If and for so long as the Trustee discharges
         its obligations under this indemnity, the breach by the Trustee of the
         provisions of clause 3.3(b) shall be deemed to be cured. The Trust
         Manager must promptly advise the Trustee if it becomes actually aware
         of the occurrence of the relevant event.

3.8      NOTE REGISTER AND NOTE REGISTRAR

         (a)      The Trust 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 Trust Manager,
                  on behalf of the Trustee, shall provide for the registration
                  of the Class A2 Notes and the registration of transfers of
                  Class A2 Notes. The Note Registrar will be responsible for
                  registering Class A2 Notes and transfers of Class A2 Notes as
                  provided in this deed and the Agency Agreement. 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
                  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 the transfer of any Class
                  A2 Note at the office or agency of the Trustee to be
                  maintained as provided in clause 11(e), if the requirements of
                  Section 8-401(a) of the Uniform Commercial Code of New York
                  (the UCC) are met the Trustee must execute and upon its
                  written request the Principal Paying Agent must authenticate
                  and the Class A2 Noteholder shall obtain from the Note
                  Trustee, in the name of the designated transferee or
                  transferees, one or more new Class A2 Notes, in any authorised
                  denominations and of a like aggregate principal amount.

         (c)      At the option of the Class A2 Noteholder, Class A2 Notes may
                  be exchanged for other Class A2 Notes in any authorised
                  denominations and a like aggregate principal amount, upon
                  surrender of the Class A2 Notes to be exchanged at such office
                  or agency.  Whenever any Class A2 Notes are so surrendered for
                  exchange, if the requirements of Section 8-401(a) of the UCC
                  are met the Trustee must execute and upon its written request
                  the Principal Paying Agent must authenticate and the Class A2
                  Noteholder shall obtain from the Note Trustee, the Class A2
                  Notes which the Class A2 Noteholder making the exchange is
                  entitled to receive.

         (d)      Every Class A2 Note presented or surrendered for registration
                  of transfer or exchange shall be:

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                  (i)     duly endorsed by, or be accompanied by a written
                          instrument of transfer in a form satisfactory to
                          the Note Registrar duly executed by the transferring
                          Class A2 Noteholder or its attorney duly authorised in
                          writing, with such signature guaranteed by an
                          "eligible guarantor institution" meeting the
                          requirements of the Note Registrar which requirements
                          include membership or participation of 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 A2 Noteholder for
                  any registration of transfer or exchange of Class A2 Notes,
                  but the Trustee may require payment of a sum sufficient to
                  cover any tax or other governmental charge that may be imposed
                  in connection with any registration of transfer or exchange of
                  Class A2 Notes.

         (f)      Notwithstanding the preceding provisions of this clause, the
                  Trustee shall not be required to make and the Note Registrar
                  need not register transfers or exchanges of Class A2 Notes
                  selected for redemption or of any Class A2 Note for a period
                  of 30 days preceding the due date for any payment with respect
                  to the Class A2 Note.

3.9      US TAX TREATMENT

         It is the intention of the parties to this deed and, by their holding
         of the Class A2 Notes, the Class A2 Noteholders, that the Class A2
         Notes be treated for United States federal income tax purposes as debt
         denominated in US dollars. To the extent that the Class A2 Notes are
         not treated, for United States federal income tax purposes as a debt
         denominated in US dollars, the Note Trustee, by entering into this deed
         and each Class A2 Noteholder, by its acceptance of its Class A2 Note
         hereby identify the Class A2 Noteholder's interest in:

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

         (b)      the related Currency Swap,

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

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

                  (ii)    the qualifying debt instrument and hedge were acquired
                          and entered into, respectively, as of the Closing Date
                          (or, in the case of any subsequent acquisition of a
                          Class A2 Note, as of the date of such subsequent
                          acquisition);

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

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

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

                  (vi)    the cash flow resulting from the treatment of the
                          qualifying debt instrument and hedge as a qualified
                          hedging transaction is the US dollar cash flow that is
                          payable under the terms of the Class A2 Notes.

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

         Each of the Trustee and the Trust Manager covenants with the Note
         Trustee that it will comply with and perform and observe all provisions
         of the Transaction Documents which are expressed to be binding on it
         for the benefit of the Note Trustee or any Class A2 Noteholder. The
         Transaction Documents to which they are a party and the Conditions
         shall be binding on the Trustee, the Note Trustee and the Class A2
         Noteholders. The Note Trustee (or the Class A2 Noteholders, under
         clause 6.5, as the case may be) is entitled to enforce the obligations
         of the Trustee under the Class A2 Notes and the Conditions as if the
         same were set out and contained in this deed (which shall be read and
         construed as one document with the Class A2 Notes). The provisions
         contained in schedule 3 shall have effect as if set out in this deed.

5.       CANCELLATION OF CLASS A2 NOTES
--------------------------------------------------------------------------------

5.1      CANCELLATION

         The Trustee shall procure that all Class A2 Notes:

         (a)      which have been redeemed in full; or

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

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

5.2      RECORDS

         The Trustee shall procure that:

         (a)      the Principal Paying Agent keeps a full and complete record of
                  all Class A2 Notes and of their redemption, payment, exchange
                  or cancellation (as the case may be) and of all replacement
                  Class A2 Notes issued in substitution for lost, stolen,
                  mutilated, defaced or destroyed Definitive Notes; and

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

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6.       ENFORCEMENT

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6.1      ACTIONS FOLLOWING EVENT OF DEFAULT

         (a)      At any time while an Event of Default is subsisting the Note
                  Trustee may (subject to the Security Trust Deed, to clauses
                  6.4 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:

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

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

                  (iii)   enforce repayment of the Class A2 Notes together with
                          accrued interest and any other moneys payable to the
                          Note Trustee or the Class A2 Noteholders under the
                          Transaction Documents.

         (b)      The Note Trustee must, within 90 days of becoming aware of the
                  occurrence of an Event of Default, notify each Class A2
                  Noteholder of the occurrence of that Event of Default unless:

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

                  (ii)    it determines (and only for so long as it so
                          determines) in good faith that withholding such notice
                          is in the interests of the Class A2 Noteholders.

6.2      EVIDENCE OF DEFAULT

         If the Security Trustee or the Note Trustee takes any action against
         the Trustee to enforce any of the provisions of any Class A2 Notes or
         this deed, proof that, as regards any Class A2 Note, the Trustee has
         not paid any principal or interest due in respect of that Class A2 Note
         shall (unless the contrary is proved) be sufficient evidence that the
         Trustee has not paid that principal or interest on all other Class A2
         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 A2 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 such Class A2 Note became due and
         repayable in accordance with the provisions of Condition 4 except that
         no notices need be given to the Class A2 Noteholders in relation to
         that interest.

6.4      RESTRICTIONS ON ENFORCEMENT

         (a)      If any of the Class A2 Notes remain outstanding and are due
                  and payable otherwise than by reason of a default in payment
                  of any amount due on the Class A2 Notes, the Note Trustee must
                  not vote under the Security Trust Deed to, or otherwise direct
                  the Security Trustee to, dispose of the Mortgaged Property (as
                  defined in the Security Trust Deed) unless either:

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                  (i)     a sufficient amount would be realised to discharge in
                          full all amounts owing to the Class A2 Noteholders and
                          any other amounts payable by the Trustee ranking in
                          priority to or pari passu with the Class A2 Notes; or

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

         (b)      Neither the Note Trustee (except in the case of gross
                  negligence, fraud or wilful default by it) nor the Security
                  Trustee (except in the case of negligence, fraud or wilful
                  default by it) will be liable for any decline in the value,
                  nor any loss realised upon any sale or other dispositions made
                  under the Security Trust Deed, of any Mortgaged Property or
                  any other property which is charged to the Security Trustee by
                  any other person in respect of or relating to the obligations
                  of the Trustee or any third party in respect of the Trustee or
                  the Class A2 Notes or relating in any way to the Mortgaged
                  Property. Without limitation, neither the Note Trustee nor the
                  Security Trustee shall be liable for any such decline or loss
                  directly or indirectly arising from its acting, or failing to
                  act, as a consequence of an opinion reached by it in good
                  faith based on advice received by it in accordance with
                  paragraph (a).

6.5      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 A2 Noteholders may proceed
         directly against the Trustee but then only if and to the extent the
         Class A2 Noteholders are able to do so under Australian law.

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

7.1      ACTING ONLY ON DIRECTION

         The Note Trustee shall not be bound to vote under the Security Trust
         Deed, or otherwise direct the Security Trustee under the Security Trust
         Deed, or take any proceedings, actions or steps under, or any other
         proceedings pursuant to or in connection with, the Security Trust Deed,
         this deed or any Class A2 Notes, unless directed or requested to do so:

         (a)      by an Extraordinary Resolution of the Class A2 Noteholders, as
                  appropriate; or

         (b)      in writing by the holders of at least 75% of the aggregate
                  Principal Amount of the Class A2 Notes, as appropriate,


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

         If an Extraordinary Resolution of Voting Mortgagees (as defined in the
         Security Trust Deed) elects not to direct the Security Trustee to
         enforce the Security Trust Deed, in circumstances where the Security
         Trustee could enforce, the Note Trustee must, at the direction in
         accordance with (a) and/or (b) above of the Class A2 Noteholders,
         direct the Security Trustee to enforce the Security Trust Deed on
         behalf of the Noteholders.

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 A2
         Note is entitled to proceed directly against the Trustee to enforce the
         performance of any of the provisions of the Security Trust Deed or the
         Class A2 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 A2
         Noteholders may proceed directly against the Trustee but then only if
         and to the extent the Class A2 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 Deed provided that the Security Trustee has the power
         under the Security Trust Deed to take the action contemplated by the
         direction, and the Security Trustee shall not be liable for any direct
         and indirect costs, expenses, losses, damages, liabilities or actions
         arising or resulting from any action or conduct undertaken or not taken
         by the Security Trustee or its officers, employees or agents including
         as a consequence of following those directions.

7.3      NOTE TRUSTEE ALONE ENTITLED TO ACT

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

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

         (b)      enforce the provisions of this deed or the Class A2 Notes
                  (including the Conditions),

         and no Class A2 Noteholder is entitled to take any of the above actions
         or to proceed directly against the Trustee to enforce the performance
         of any of the provisions of this deed or the Class A2 Notes (including
         the Conditions).

7.4      AVAILABLE AMOUNTS

         For the purpose of Condition 5(f) the Note Trustee shall not be
         satisfied that the Trustee will be in a position to discharge the
         liabilities referred in 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

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         (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, AA- by Fitch and (for so long as it
                  is a Designated Rating Agency) Aa3 by Moody's or whose short
                  term unsecured and unguaranteed debt securities are rated A-1
                  by S&P, F1+ by Fitch and (for so long as it is a Designated
                  Rating Agency) P-1 by Moody's to provide sufficient cash on or
                  before the relevant Payment Date to enable the Trustee to
                  discharge the relevant liabilities,

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

7.5      NO LIABILITY

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

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

         The Principal Paying Agent shall give notice to the relevant Class A2
         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. Those payments may be made in accordance
         with Condition 6 as appropriate (in the case of Definitive Notes) or to
         the order of the registered holder of the Class A2 Notes (in the case
         of any Global Note) and payment of those amounts by the Note Trustee to
         the Principal Paying Agent for that purpose shall be a good discharge
         to the Note Trustee.

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

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

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

         On any payment of amounts by the Trustee, the Security Trustee or the
         Note Trustee in accordance with the Series Notice, the Conditions or
         the Security Trust Deed (other than the payment in full against
         surrender of a Class A2 Note) the Trustee, the Security Trustee or the
         Note Trustee (as the case may be) shall, or shall procure that, the
         Note Register
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         relating to the Class A2 Note in respect of which such payment is made
         shall be amended to evidence the amount and the date of payment.

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

         Each of the Trustee and the Trust Manager severally undertakes to the
         Note Trustee, on behalf of the Class A2 Noteholders, as follows in
         relation to the Trust for so long as any of the Class A2 Notes remain
         outstanding (except to the extent that the Note Trustee otherwise
         consents):

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

         (b)      (TRANSACTION DOCUMENTS):

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

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

         (c)      (INFORMATION) It will give to the Note Trustee a copy of any
                  information in its possession relating to the Trust as soon as
                  reasonably practicable in connection with the exercise and
                  performance of its powers and obligations under this deed and
                  which the Trustee or the Trust Manager (as the case may be)
                  reasonably considers has a material bearing on the interest of
                  the Class A2 Noteholders.

         (d)      (NOTIFY EVENTS OF DEFAULT)

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

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

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

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

         (e)      (MAINTENANCE OF OFFICE OR AGENCY) The Trust Manager on behalf
                  of the Trustee will maintain in the Borough of Manhattan, The
                  City of New York an office or agency where Class A2 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 A2 Notes and this deed may be served. The Trustee
                  hereby initially appoints

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                  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 (e). The Trust Manager will give prompt written
                  notice to the Note Trustee of the location, and of any change
                  in the location, of any such office or agency. If at any time
                  the Trust Manager on behalf of the Trustee shall fail to
                  maintain any such office or agency or shall fail to furnish
                  the Note 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 A2 Notes remain outstanding, there will at all times
                  be a Calculation Agent.

         (g)      (PRINCIPAL PAYING AGENT) It will procure that, so long as any
                  of the Class A2 Notes remain outstanding, there will at all
                  times be a Principal Paying Agent.

         (h)      (CHANGE TO PAYING AGENTS OR CALCULATION AGENT) It will give
                  notice to the Class A2 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 and any other Paying Agent) or
                           Calculation Agent;

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

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

         (i)      (NOTICES) It will promptly give to the Note Trustee, or ensure
                  that the Note Trustee receives for approval by the Note
                  Trustee, two copies of the form of every notice prior to the
                  notice being given to the Class A2 Noteholders in accordance
                  with Condition 12.

         (j)      (ANNUAL STATEMENT AS TO COMPLIANCE) The Trustee (or the Trust
                  Manager on its behalf) will deliver to the Note Trustee,
                  within 120 days after the end of each fiscal year of the Trust
                  (commencing on 30 September 2003), and otherwise in compliance
                  with the requirements of section 314(a)(4) of the TIA, an
                  Officer's Certificate stating that:

                  (i)      a review of the activities of the Trustee in respect
                           of the Trust during such year and of performance
                           under the 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

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                           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.

         (k)      (OPINIONS AS TO TRUST ESTATE) On the Closing Date, the Trustee
                  (or the Trust Manager on its behalf) shall furnish to the Note
                  Trustee an Opinion of Counsel (who may be of counsel for the
                  Trustee) either stating that in the opinion of such counsel
                  the Security Trust Deed and any other requisite documents has
                  been properly recorded and filed so as to make effective the
                  Security Interest intended to be created by the Security Trust
                  Deed, 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 2003 the Trustee (or the Trust Manager on its
                  behalf) shall furnish to the Note Trustee an Opinion of
                  Counsel (who may be of counsel for the Trustee) either stating
                  that in the opinion of such counsel such action has been taken
                  with respect to the recording, filing, re-recording, and
                  refiling of the Security Trust Deed and any other requisite
                  documents as is necessary to maintain the Security Interest
                  created by the Security Trust Deed, and reciting the details
                  of such action, or stating that in the opinion of such counsel
                  no such action is necessary to maintain such Security
                  Interest.

         (l)      (NOTEHOLDER REPORT)

                  (i)      The Trust Manager, on behalf of the Trustee, shall
                           deliver to the Principal Paying Agent and the Note
                           Trustee on each Payment Date the Noteholders Report
                           for the related Collection Period, with written
                           instructions for the Note Trustee and the Principal
                           Paying Agent to forward the Noteholders Report to
                           each Class A2 Noteholder.

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

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

                  (i)      obtain and maintain the listing of the Class A2 Notes
                           on the Luxembourg Stock Exchange (including
                           compliance with the continuing obligations applicable
                           to the Trustee by virtue of the admission of the
                           Class A2 Notes to the Luxembourg Stock Exchange) or,
                           if it is unable to do so having used best endeavours,
                           use best endeavours to obtain and maintain a
                           quotation or listing of the Class A2 Notes on any
                           other Stock Exchange or Stock Exchanges or securities
                           market or markets as the Trust Manager (with the
                           prior written approval of the Note Trustee, that
                           approval not to be unreasonably withheld or delayed)
                           decides and following that quotation or listing enter
                           into a deed supplemental to this deed to effect such


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                           consequential amendments to this deed necessary to
                           comply with the requirements of any such Stock
                           Exchange or securities market; and

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

         (n)      (LUXEMBOURG PAYING AGENt) It will procure that, so long as the
                  Class A2 Notes are listed on the Luxembourg Stock Exchange,
                  there will at all times be a Paying Agent with a specified
                  office in Luxembourg for so long as it is necessary to do so
                  to comply with the Luxembourg Stock Exchange listing
                  requirements.

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

12.1     FEE

         The Trustee shall pay to the Note Trustee a fee agreed between them.

12.2     ADDITIONAL REMUNERATION

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

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

12.3     COSTS, EXPENSES

         (a)      Subject to clause 34.8, the Trustee shall also reimburse, pay
                  or discharge all reasonable costs, charges, liabilities and
                  expenses and any stamp and other Taxes or duties paid by the
                  Note Trustee (or the Class A2 Noteholders acting under clause
                  6.5 (as the case may be)) in connection with undertaking its
                  duties under the Transaction Documents and in connection with
                  any legal proceedings brought by the Note Trustee (or the
                  Class A2 Noteholders acting under clause 6.5 (as the case may
                  be)) to enforce any obligation under this deed or the Class A2
                  Notes.

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         (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 A2 Noteholders acting under
                  clause 6.5 (as the case may be)) and every other person
                  properly appointed by it or any of them under this deed from
                  and against all liabilities, losses, damages, costs, expenses,
                  actions, proceedings, claims and demands incurred by or made
                  against it or him in the execution of the trusts of this deed
                  or of their powers or in respect of any matter or thing done
                  or omitted in any way relating to this deed.

12.4     OVERDUE RATE

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

12.5     CONTINUING OBLIGATION

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

13.      LIMITED RESPONSIBILITIES OF NOTE TRUSTEE
--------------------------------------------------------------------------------

         Subject to clause 14, it is expressly declared as follows.

         (a)      So long as it does so in good faith, the Note Trustee may in
                  relation to this deed act on the advice or opinion of or any
                  information obtained from any lawyer, valuer, accountant,
                  banker, broker, credit-rating agency, lead manager or other
                  expert whether obtained by the Trustee, the Note Trustee, the
                  Trust Manager or otherwise.

         (b)      Any such 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 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.

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

         (d)      The Note Trustee is at liberty to hold or to place this deed
                  and any other documents relating to this deed in any part of
                  the world with any banker or


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                  banking company or company whose business includes undertaking
                  the safe custody of documents or lawyer or firm of lawyers
                  reasonably considered by the Note Trustee to be of good repute
                  and except in the case of fraud, negligence or wilful default
                  (in the case of the Security Trustee) or fraud, gross
                  negligence or wilful default (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 any
                  clearing organisations or their operators or by any person on
                  behalf of the Note Trustee if prudently chosen in accordance
                  with the Transaction Documents.

         (e)      The Note Trustee shall not be responsible for the application
                  of the proceeds of the issue of any of the Class A2 Notes by
                  the Trustee or any moneys borrowed by the Trustee under any
                  Transaction Document or the exchange of any Global Note for
                  any Definitive Notes.

         (f)      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 A2 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.

         (g)      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 A2 Noteholders shall be conclusive
                  and binding on the Class A2 Noteholders) but whenever the Note
                  Trustee is under the provisions of this deed or the
                  Transaction Documents bound to act at the request or direction
                  of the Class A2 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.

         (h)      The Note Trustee shall not be liable for acting upon any
                  resolution purporting to have been passed at any meeting of
                  the Class A2 Noteholders in respect of which minutes have been
                  made and signed even though subsequently it may be found that
                  there was some defect in the constitution of the meeting or
                  the passing of the resolution or that for any reason the
                  resolution was not valid or binding upon the Class A2
                  Noteholders.

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         (i)      The Note Trustee shall not be liable to the Trustee or any
                  Class A2 Noteholder by reason of having accepted as valid or
                  not having rejected any entry in the Note Register in respect
                  of a Definitive Note which is subsequently found to be
                  incorrect and the Note Trustee shall be at liberty to accept
                  and place full reliance on the Note Register as complete and
                  accurate evidence to the effect that at any particular time or
                  through any particular period any particular person is, was,
                  or will be, shown in its records as entitled to a particular
                  number of Class A2 Notes.

         (j)      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.

         (k)      Save as otherwise expressly provided in this deed, the Note
                  Trustee shall not (unless and to the extent ordered so to do
                  by a court of competent jurisdiction) be required to disclose
                  to any Class A2 Noteholder or any Mortgagee, any information
                  made available to the Note Trustee by the Trustee, the Trust
                  Manager or any other person in connection with the trusts of
                  this deed and no Class A2 Noteholder shall be entitled to take
                  any action to obtain from the Note Trustee any such
                  information.

         (l)      Where it is necessary or desirable for any purpose in
                  connection with this deed to convert any sum from one currency
                  to another it shall (unless otherwise provided by this deed or
                  any other Transaction Document or required by law) be
                  converted at the rate or rates, in accordance with the method
                  and as at the date for the determination of the rate of
                  exchange, as may be agreed by the Note Trustee in consultation
                  with the Trustee and the Trust Manager as relevant and any
                  rate, method and date so agreed shall be binding on the
                  Trustee and the Class A2 Noteholders.

         (m)      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 (g) 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
                  A2 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 A2 Notes that the Trustee had, on the
                  due date for payment of the amount of interest in question,
                  sufficient cash to pay, in accordance with the provisions of
                  the Series Notice or the Security Trust Deed, all interest
                  (after payment of all sums which are permitted under the
                  Series Notice or the Security Trust Deed to be paid in
                  priority to or pari passu with them) and that certificate
                  shall be conclusive and binding upon the Trustee and the Class
                  A2 Noteholders. The Note Trustee shall have no liability to
                  the Trustee, any Class A2 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

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                  Trustee and the Class A2 Noteholders. The Trustee shall pay
                  the Note Trustee all costs and expenses of providing the
                  certificate at the times specified in the Series Notice.

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

         (o)      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 A2 Noteholder is solely
                  responsible for making its own independent appraisal of and
                  investigation into the Trust and the Class A2 Notes and the
                  Note Trustee shall not at any time have any responsibility for
                  the same and no Class A2 Noteholder shall rely on the Note
                  Trustee in that respect.

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

         (q)      The Note Trustee shall, as regards all the powers, trusts,
                  authorities, duties and discretions vested in it by this deed,
                  the Transaction Documents or the Class A2 Notes (including the
                  Conditions), except where expressly provided otherwise have
                  regard to the interests of the Class A2 Noteholders.

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         (r)      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 of that insurance.

         (s)      Subject to Condition 10(c), 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 Accounts from time to time however caused
                  (including any bank, broker, depository, warehouseman or other
                  intermediary or any clearing system or its operator acting in
                  accordance with or contrary to the terms of any of the
                  Transaction Documents or otherwise), unless that loss is
                  occasioned by the fraud, negligence, or wilful default of the
                  Note Trustee.

         (t)      The Note Trustee has no responsibility whatsoever to the
                  Trustee or any Class A2 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.

         (u)      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.

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

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

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

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

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

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

                  (xi)     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);

                  (xii)    the failure of any Approved Seller, the Servicer, the
                           Trust Manager or the Trustee to obtain or comply with
                           any Authorisation in connection with the origination,
                           sale purchase or administration of any of the
                           Mortgages or

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                           Loans or the making of any advances in connection
                           with them or the failure to effect or procure
                           registration of or to give notice to any person in
                           relation to or otherwise protect the security created
                           or purported to be created by or pursuant to any of
                           the Mortgages or Loans or other documents entered
                           into in connection with them;

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

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

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

         (w)      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.

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

         (y)      The Note Trustee shall be entitled to call for and rely on a
                  certificate or any letter of confirmation or explanation
                  reasonably believed by it to be genuine, of the Trustee, the
                  Trust Manager, any Paying Agent, the Calculation Agent or any
                  Designated Rating Agency in respect of every manner and
                  circumstance for which a certificate is expressly provided for
                  under this deed or in respect of the rating of the Class A2
                  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.

         (z)      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 A2 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.

         (aa)     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
                  A2 Notes by a Designated Rating Agency or any other
                  credit-rating agency or any other person.

         (bb)     The Note Trustee shall be under no obligation to monitor or
                  supervise the functions of or any person under any Transaction
                  Document, and is entitled, in the absence of actual knowledge
                  of a breach of duty or obligation, to assume that any

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

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

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

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 or wilful default 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 A2 Noteholders think
                  fit, provided that appointment does not have an adverse effect
                  on the ratings of the Class A2 Notes.

         (b)      If the Note Trustee exercises reasonable care in the selection
                  of a delegate under paragraph (a), the Note Trustee shall not
                  be required to supervise the actions of the delegate and shall
                  not in any way be responsible for any loss incurred by reason
                  of any misconduct or default on the part of any delegate or
                  sub-delegate. The Note Trustee must within a reasonable time
                  prior to any delegation or any renewal, extension or
                  termination of any delegation give notice of it to the Trustee
                  and each Designated Rating Agency.

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

         The Note Trustee may in the conduct of the trusts of this deed instead
         of acting personally employ and pay an agent, whether being a lawyer or
         other professional person, to transact or concur in transacting any
         business and to do or concur in doing all acts required to be done in
         connection with the trusts of this deed provided that the use of such
         an agent does not have an adverse effect on the ratings of the Class A2
         Notes. So long as the Note Trustee exercises reasonable care in the
         selection of that agent, the Note Trustee shall not

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         be required to supervise the actions of the agent and shall not in any
         way be responsible for any loss incurred by reason of any misconduct or
         default on the part of that agent.

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

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

         Neither the Note Trustee nor any director or officer of a corporation
         acting as a trustee under this deed, nor the Security Trustee, is by
         reason of its or their fiduciary position in any way precluded from
         entering into or being interested in any contract or financial or other
         transaction or arrangement with the Trustee or any other party to any
         of the Transaction Documents or any person or body corporate associated
         with the Trustee including any contract, transaction or arrangement of
         a banking or insurance nature or any contract, transaction or
         arrangement in relation to the making of loans or the provision of
         financial facilities to or the purchase, placing or underwriting of or
         subscribing or procuring subscriptions for or otherwise acquiring
         holding or dealing with any Class A2 Notes, or any other bonds, stocks,
         shares, debenture stock, debentures, notes or other securities of the
         Trustee or any other party to any of the Transaction Documents or any
         related person or body corporate or from accepting or holding the
         trusteeship of any other trust deed constituting or securing any other
         securities issued by or relating to the Trustee or any other party to
         any of the Transaction Documents or any related person or body
         corporate or any other office of profit under the Trustee or any other
         party to any of the Transaction Documents or any related person or body
         corporate and shall be entitled to retain and shall not be in any way
         liable to account for any profit made or share of brokerage or
         commission or remuneration or other benefit received or in connection
         with any of those arrangements.

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 A2
                  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 or the
                          Trust Manager of any of the covenants or provisions
                          contained in this deed or in the Class A2 Notes
                          (including the Conditions) or any other Transaction
                          Document (as

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                          to which evidence of a breach of one Class A2 Note
                          shall be deemed evidence of a breach of all Class A2
                          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 by an Extraordinary Resolution. 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 A2 Noteholders and if, but only if,
                  the Note Trustee so requires, shall be notified by the Trustee
                  to the Class A2 Noteholders in accordance with Condition 12 as
                  soon as practicable.

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

19.1     APPROVAL

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

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

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

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

         (d)      in the opinion of the Note Trustee not materially prejudicial
                  nor likely to be prejudicial to the interests of the Class A2
                  Noteholders as a whole,

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

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19.2     EXTRAORDINARY RESOLUTION OF NOTEHOLDERS

         Where in the opinion of the Note Trustee a proposed alteration,
         addition or modification to this deed, other than an alteration,
         addition or modification referred to in clause 19.1, is materially
         prejudicial or likely to be materially prejudicial to the interest of
         Class A2 Noteholders as a whole, the Note Trustee, the Trust Manager
         and the Trustee may make that alteration, addition or modification if
         sanctioned by an Extraordinary Resolution of the Class A2 Noteholders.

19.3     DISTRIBUTION OF AMENDMENTS

         The Trust Manager shall distribute to all Class A2 Noteholders 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 A2 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 A2 NOTEHOLDERS
--------------------------------------------------------------------------------

20.1     ABSOLUTE OWNER

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

         (b)      So long as the Class A2 Notes, or any of them, are represented
                  by a Global Note, the Trustee, the Trust Manager, the Security
                  Trustee, the Note Trustee and any Paying Agent may treat the
                  person for the time being shown in the records of the Clearing
                  Agency as the holder of any Class A2 Notes as the absolute
                  owner of those Class A2 Notes and the Trustee, the Trust
                  Manager, the Security Trustee, the Note Trustee and the Paying
                  Agents are not affected by any notice to the contrary, but
                  without prejudice to the entitlement of the registered holder
                  of the Global Note to be paid principal and interest on the
                  Global Note in accordance with its terms. Without limitation,
                  notices to the Class A2 Noteholders may be given by delivery
                  of the relevant notice to the Clearing Agency as the holder of
                  the Class A2 Notes for communication by them to entitled
                  account holders.

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         (c)      Provided the Trustee, the Note Trustee or the Security Trustee
                  (as the case may be) (or a Paying Agent on behalf of the
                  Trustee, the Note Trustee, or the Security Trustee (as the
                  case may be)) pays the registered holder of the Global Notes
                  in accordance with the Transaction Documents, each Class A2
                  Note Owner shall have no claim directly against the Trustee ,
                  the Note Trustee or the Security Trustee (as the case may be)
                  in respect of payment due on the Class A2 Notes for so long as
                  the Class A2 Notes are represented by a Global Note.

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

20.2     CLEARING SYSTEM CERTIFICATE

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

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

         Subject to this deed, including clause 29, the Trustee indemnifies the
         Note Trustee and the Class A2 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 A2 Noteholders under this deed or the
                  relevant Class A2 Notes by reason of any variation in the
                  rates of exchange between those used for the purposes of
                  calculating the amount due under a judgment or order in
                  respect of that payment, which amount is expressed in a
                  currency other than US$, and under which the Note Trustee or
                  the Class A2 Noteholders do not have an option to have that
                  judgment or order expressed in US$, 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 A2 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$.

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                  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
                  A2 Notes and apply irrespective of any time or indulgence
                  granted by the Note Trustee or the Class A2 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 A2 Notes. Any
                  deficiency will constitute a loss suffered by the Class A2
                  Noteholders and no proof or evidence of any actual loss shall
                  be required by the Trustee or its liquidator.

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

22.1     APPOINTMENT BY TRUSTEE

         The Trustee may at the direction of the Trust Manager at any time
         appoint a new Note Trustee of this deed who has previously been
         approved by an Extraordinary Resolution of the Class A2 Noteholders.
         One or more persons may hold office as Note Trustee or Note Trustees of
         this deed but that Note Trustee or those Note Trustees must be or
         include a Trust Corporation. Whenever there are more than two Note
         Trustees of this deed the majority of those Note Trustees are competent
         to execute and exercise all the duties, powers, trusts, authorities and
         discretions vested in the Note Trustee by this deed if a Trust
         Corporation is included in that majority.

22.2     APPOINTMENT BY NOTE TRUSTEE

         (a)      The Note Trustee may, on 30 days prior written notice to the
                  Trustee, the Trust Manager, the Principal Paying Agent and the
                  Class A2 Noteholders (in accordance with Condition 12),
                  appoint any person established or resident in any jurisdiction
                  (whether a Trust Corporation or not) to act either as a
                  separate Note Trustee or as a co-Note Trustee jointly with the
                  Note Trustee:

                  (i)      if the Note Trustee considers that appointment to be
                           in the interests of the Class A2 Noteholders;

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

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

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

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

22.3     NOTICE

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

22.4     REQUIREMENT FOR NOTE TRUSTEE

         Notwithstanding anything in this deed to the contrary, no person shall
         become a Note Trustee under this deed unless it meets the requirements
         of Section 26(a)(3) of the United States Investment Company Act of
         1940, as amended (the INVESTMENT COMPANY ACT).

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

23.1     REMOVAL BY TRUSTEE

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

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

         (b)      the Note Trustee has ceased its business;

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

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

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

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

23.2     REMOVAL BY CLASS A2 NOTEHOLDERS

         The Class A2 Noteholders may resolve by Extraordinary Resolution to
         require the Trustee to remove the Note Trustee or Note Trustees for the
         time being of this deed.

23.3     RESIGNATION

         Subject to this clause 23, the Note Trustee may resign its appointment
         under this deed at any time by giving to the Trustee, the Trust
         Manager, the Security Trustee and each

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         Designated Rating Agency not less than 3 months written notice to that
         effect. Notwithstanding the preceding sentence, the Note Trustee shall
         not resign its appointment under this deed until a successor Note
         Trustee has been appointed and has accepted its appointment as Note
         Trustee under this deed as provided in clause 23.5.

23.4     TRUST CORPORATION

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

23.5     SUCCESSOR TO NOTE TRUSTEE

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

         (b)      Any corporation:

                  (i)      into which the Note Trustee is merged;

                  (ii)     with which the Note Trustee is consolidated;

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

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

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

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         (c)      If no other person can be found to act as Note Trustee, the
                  Class A2 Noteholders may elect a Note Trustee from among the
                  holders of the Class A2 Notes.

23.6     ELIGIBILITY; DISQUALIFICATION

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

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

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

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

         The powers conferred upon the Note Trustee by this deed shall be in
         addition to any powers which may from time to time be vested in the
         Note Trustee by the general law or as a holder of any of the Class A2
         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.

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
                           recipient shown in clause 26.2 or to any other
                           address which may have been notified by the recipient
                           to the sender under this clause 26;

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

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

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

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 VICTORIA LIMITED

         Level 7
         9 Castlereagh Street
         Sydney  NSW  2000
         Australia

         Tel:              61 2 9229 9000
         Fax:              61 2 9221 7870
         Attention:        Manager, Securitisation

         THE TRUST MANAGER

         INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED

         Level 28
         367 Collins Street
         Melbourne  VIC  3000
         Australia

         Tel:              61 3 9612 1111
         Fax:              61 3 9621 2368
         Attention:        Chief Executive Officer

         THE NOTE TRUSTEE


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         THE BANK OF NEW YORK, NEW YORK BRANCH

         101 Barclay Street
         21W
         New York  New York  10286
         United States

         Tel:              [*]
         Telex:            [*]
         Fax:              [*]
         Attention:        [*]

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

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

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

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

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

29.1     GENERAL

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

29.2     LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY

         Without limiting the generality of clause 29.1, clause 32.16 of the
         Master Trust Deed (as amended by the Series Notice) is incorporated
         into this agreement as if set out in full.

29.3     UNRESTRICTED REMEDIES

         Nothing in this clause 29 limits a party in:

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

         (b)      obtaining declaratory relief; or

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


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29.4     RESTRICTED REMEDIES

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

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

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

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

         (d)      (COURT APPOINTED RECEIVER) apply for the appointment by a
                  court or a receiver to any of the assets of the Trustee (other
                  than the Trust Assets);

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

         (f)      (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any
                  set-off or counterclaim against the Trustee (other than in
                  respect of the Trust Assets); or

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

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

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

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

31.      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
         costs and expenses properly incurred by and 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 or any other property charged to the
                  Security Trustee by any other person in respect of or relating
                  to the

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                  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, except for the
                  gross negligence, fraud or wilful default of the Note Trustee.

         (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, except for the negligence, fraud or
                  wilful default of the Note Trustee.

         (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 any clearing organisations or their operator or
                  by any person on behalf of the Security Trustee or the Note
                  Trustee, except for the gross negligence, fraud or wilful
                  default of the Note Trustee.

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

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

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

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

34.1     RELIANCE ON CERTIFICATES

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

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


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34.2     NOTE TRUSTEE MAY ASSUME SIGNED DOCUMENTS TO BE GENUINE

         (a)      (RELIANCE ON DOCUMENTS) Subject to sub-clause (b):

                  (i)      (NOTE TRUSTEE MAY ASSUME AUTHENTICITY) the Note
                           Trustee shall be entitled to assume the authenticity
                           and validity of any signature on any application,
                           request or other instrument or document delivered to
                           the Note Trustee (other than a document executed or
                           purporting to be executed by or on behalf of the
                           Security Trustee or the Trust Manager, as to which
                           clause 34.3 shall apply); and

                  (ii)     (NOTE TRUSTEE NOT LIABLE FOR LOSS ON FORGERIES) the
                           Note Trustee shall not be in any way liable to make
                           good out of its own resources any loss incurred by
                           any person in the event of any signature on any
                           document being forged or otherwise failing to bind
                           the person whose signature it purports to be or the
                           person on whose behalf it purports to be executed.

         (b)      (LIMITATIONS ON ASSUMPTIONS WHERE ACTUAL KNOWLEDGE) The Note
                  Trustee shall not be entitled to the benefit of paragraph (a)
                  in relation to an application, request or other instrument or
                  document if it was actually aware that the signature was not
                  genuine.

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

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

         (b)      (NOTE TRUSTEE NOT LIABLE FOR LOSS) The Note Trustee shall not
                  be responsible for any loss arising from any act, neglect,
                  mistake or discrepancy of the Trust Manager or the Security
                  Trustee or any officer, employee, agent or delegate of the
                  Trust Manager or the Security Trustee in preparing any such
                  document or in compiling, verifying or calculating any matter
                  or information contained in any such document, if the officers
                  of the Note Trustee responsible for the administration of the
                  Trust are not actually aware, or should not reasonably have
                  been aware, that such document is not genuine and correct,
                  whether or not an error in any such information, document,
                  form or list is reproduced by the Note Trustee in any step
                  taken by it.

34.4     COMPLIANCE WITH LAWS

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


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34.5     TAXES

         The Note Trustee shall not be liable to account to any person for any
         payments made in good faith to any duly empowered Government Agency of
         any Australian Jurisdiction or any other place for Taxes or other
         charges on the Trust or on any Notes or with respect to any transaction
         under or arising from this deed or any other Transaction Document
         notwithstanding that any such payment ought or need not have been made.

34.6     RELIANCE ON EXPERTS

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

34.7     OVERSIGHTS OF OTHERS

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

34.8     POWERS, AUTHORITIES AND DISCRETIONS

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

34.9     IMPOSSIBILITY OR IMPRACTICABILITY

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

34.10    LEGAL AND OTHER PROCEEDINGS

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

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

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

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

                  (iii)    has been approved in advance by an Extraordinary
                           Resolution of the Class A2 Noteholders; or

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

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

34.11    NO LIABILITY EXCEPT FOR GROSS NEGLIGENCE ETC.

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

34.12    FURTHER LIMITATIONS ON NOTE TRUSTEE'S LIABILITY

         Subject to clause 34.3, the Note Trustee shall not be liable:

         (a)      (FOR LOSS ON ITS DISCRETION) 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 or sub-delegate employed by the
                  Note Trustee in accordance with this

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                  deed (and where this deed provides that the Note Trustee is
                  liable for the acts or omissions of any such person) to carry
                  out any transactions contemplated by this deed, constitutes
                  fraud, negligence or wilful default;

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

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

                  (ii)     by any person under a Support Facility,

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

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

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

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

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

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

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

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

         Nothing in this clause 34.12 alone (but without limiting the operation
         of any other clause of this deed) shall imply a duty on the Note
         Trustee to supervise the Trust Manager or the Security Trustee in the
         performance of the Trust Manager's or the Security Trustee's functions
         and duties, and the exercise by the Trust Manager or the Security
         Trustee of its discretions.

34.13    CONFLICTS

         (a)      (NO CONFLICT) Nothing in this deed shall prevent the Note
                  Trustee, the Trustee, any Dealer, the Trust Manager, the
                  Security Trustee or any Related Corporation or

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                  Associate of any of them or their directors or other officers
                  (each a RELEVANT PERSON) from:

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

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

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

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

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

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

34.14    INFORMATION

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

34.15    INVESTIGATION BY NOTE TRUSTEE

         Each Noteholder acknowledges that:

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

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

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

35.1     PROVISION OF INFORMATION

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

         (a)      every six months (with the first six month period commencing
                  on the 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 A2 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 Global Notes,

         no such list shall be required to be furnished.

35.2     PRESERVATION OF INFORMATION; COMMUNICATIONS TO NOTEHOLDERS

         (a)      The Note Trustee shall preserve, in as current a form as is
                  reasonably practicable, the names and addresses of the Class
                  A2 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
                  A2 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 A2 Noteholders may communicate pursuant to section
                  312(b) of the TIA with other Class A2 Noteholders with respect
                  to their rights under this deed or under the Class A2 Notes.

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

35.3     REPORTS BY NOTE TRUSTEE

         If required by section 313(a) of the TIA, within 60 days after each 30
         June, beginning with 30 June 2003, the Note Trustee shall mail to each
         Class A2 Noteholder, the Trustee and the Trust Manager as required by
         section 313(c) of the TIA a brief report dated as of such date that
         complies with section 313(a) of the TIA. The Note Trustee also shall
         comply with section 313(b) of the TIA. A copy of each report at the
         time of its mailing to Class A2 Noteholders shall be filed by the Note
         Trustee with the Commission and each stock exchange, if any, on which
         the Class A2 Notes are listed. The Trust Manager on behalf of the
         Trustee shall notify the Note Trustee if and when the Class A2 Notes
         are listed on any stock exchange.

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35.4     NOTICES TO CLASS A2 NOTEHOLDERS; WAIVER

         (a)      Where this deed provides for notice to Class A2 Noteholders of
                  any event, such notice shall be sufficiently given (unless
                  otherwise herein expressly provided) if:

                  (i)      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. Where notice to Class A2 Noteholders is given
                           by mail, neither the failure to mail such notice nor
                           any defect in any notice so mailed to any particular
                           Class A2 Noteholder shall affect the sufficiency of
                           such notice with respect to other Class A2
                           Noteholders, and any notice that is mailed in the
                           manner herein provided shall conclusively be presumed
                           to have been duly given; or

                  (ii)     for so long as the Class A2 Notes are listed on the
                           Luxembourg Stock Exchange, published in a leading
                           newspaper having general circulation in the Grand
                           Duchy of Luxembourg. If publication in such manner is
                           impractical, such notice shall be sufficiently given
                           through publication in a daily newspaper with general
                           circulation in Europe. Each such notice will be
                           deemed to be given on the date of the first
                           publication; or

                  (iii)    published on a page of the Reuters Screen or the
                           electronic information system made available by
                           Bloomberg L.P. or any other similar electronic
                           reporting service as may be approved by the Note
                           Trustee in writing and notified to the Class A2
                           Noteholders. Such notice will be deemed to be given
                           on the first date on which it appears on the relevant
                           electronic reporting service; or

                  (iv)     if, for any reason, it is impractical to give notice
                           in the manners provided in the previous paragraphs of
                           this clause 35.4(a), then any manner of giving notice
                           as the Trust Manager on behalf of the Trustee shall
                           direct the Note Trustee shall be deemed to be a
                           sufficient giving of notice.

         (b)      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 A2 Noteholders shall be filed with the Note Trustee but
                  such filing shall not be a condition precedent to the validity
                  of any action taken in reliance upon such a waiver.

35.5     REPORTS BY TRUSTEE

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

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

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         (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 A2 Noteholders described in
                  section 313(c) of the TIA) such summaries of any information,
                  documents and reports required to be filed by the Trustee
                  pursuant to clauses (a) and (b) of this clause 35.5 as may be
                  required by rules and regulations prescribed from time to time
                  by the Commission.

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

36.1     COMPLIANCE CERTIFICATES AND OPINIONS, ETC

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

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

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

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

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

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

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Note Trust Deed                                    [Allens Arthur Robinson Logo]
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                           impair the security under the Security Trust Deed in
                           contravention of the provisions of the Security Trust
                           Deed or this deed.

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

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

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

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

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

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

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

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

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

36.2     UNDERTAKING FOR COSTS

         (a)      Subject to paragraph (b), all parties to this deed agree, and
                  each Class A2 Noteholder by such Class A2 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

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

                  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 A2 Noteholder, or
                           group of Class A2 Noteholders in each case holding in
                           the aggregate more than 10% of the Total Principal
                           Amount of the Class A2 Notes; or

                  (iii)    any suit instituted by any Class A2 Noteholder for
                           the enforcement of the payment of principal or
                           interest on any Class A2 Note on or after the
                           respective due dates expressed in such Class A2 Note
                           and in this deed (or, in the case of final redemption
                           of a Class A2 Note, on or after the Maturity Date).

36.3     EXCLUSION OF SECTION 316

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

         (b)      For the purposes of section 316(a)(2) of the TIA in
                  determining whether any Class A2 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 A2 Notes which the Note Trustee knows are
                  so owned shall be so disregarded.

36.4     UNCONDITIONAL RIGHTS OF CLASS A2 NOTEHOLDERS TO RECEIVE PRINCIPAL AND
         INTEREST

         Notwithstanding any other provisions in this deed, any Class A2
         Noteholder shall have the right, which is absolute and unconditional,
         to receive payment of the principal of and interest, if any, on such
         Class A2 Note on or after the respective due dates thereof expressed in
         such Class A2 Note or in this deed (or, in the case of final redemption
         of a Note, on or after the Maturity Date) and to institute suit for the
         enforcement of any such payment, and such right shall not be impaired
         without the consent of such Class A2 Noteholder, except to the extent
         that the institution or prosecution thereof or the entry of judgment
         therein would, under applicable law, result in the surrender,
         impairment, waiver, or loss of the Security Interest created by the
         Security Trust Deed upon any property subject to such Security
         Interest.

36.5     CONFLICT WITH TRUST INDENTURE ACT

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

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Note Trust Deed                                    [Allens Arthur Robinson Logo]
-------------------------------------------------------------------------------

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

EXECUTED as a deed.

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

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Note Trust Deed                                    [Allens Arthur Robinson Logo]
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TRUSTEE

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

<TABLE>
<CAPTION>

<S>                                               <C>
---------------------------------------------     ----------------------------------------
Witness Signature                                 Attorney Signature


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


TRUST MANAGER


SIGNED SEALED AND DELIVERED for INTERSTAR
SECURITISATION MANAGEMENT PTY LIMITED
by its attorney in the presence of:








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


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

</TABLE>
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Note Trust Deed                                    [Allens Arthur Robinson Logo]
-------------------------------------------------------------------------------


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



SIGNED SEALED AND DELIVERED for THE BANK
OF NEW YORK, NEW YORK BRANCH by its
attorney in the presence of:



<TABLE>
<CAPTION>
<S>                                                         <C>
----------------------------------------------------        -------------------------------------------------
Witness Signature                                           Attorney Signature

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



LUXEMBOURG PAYING AGENT



SIGNED SEALED AND DELIVERED for THE BANK
OF NEW YORK (LUXEMBOURG) S.A.  by its
attorney in the presence of:





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

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

</TABLE>

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



SCHEDULE 1

FORM OF GLOBAL NOTE
--------------------------------------------------------------------------------

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

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


<TABLE>
<CAPTION>
<S>                                    <C>
                       PERPETUAL TRUSTEES VICTORIA LIMITED

                              (ABN 42 004 027 258)

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

 in its capacity as trustee of the Interstar Millennium Series 2002-1G Trust (the TRUST)

                              CLASS A2 GLOBAL NOTE

                                  representing

                               US$[1,000,000,000]

            Class A2 Secured Floating Rate Notes Due [December 2033]
</TABLE>


This Note is a Global Note without principal or interest coupons in respect of a
duly authorised issue of Notes of Perpetual Trustees Victoria Limited in its
capacity as trustee of the Interstar Millennium Series 2002-1G Trust (the
"TRUST") (the "ISSUER"), designated as specified in the title above (the
"NOTES"), in an initial aggregate Principal Amount of US$[1,000,000,000] (One
Billion United States Dollars) and (a) issued pursuant to a Master Trust Deed
(the "MASTER TRUST DEED") dated 2 December 1999 between Perpetual Trustees
Victoria Limited and Interstar Securities (Australia) Pty Limited and applying
to the Trust by reason of the Notice of Creation of Trust between Interstar
Securities (Australia) Pty Limited, Interstar Securitisation Management Pty
Limited (the "TRUST MANAGER") and the Issuer dated [*] 2002, by a Series Notice
(the "SERIES NOTICE") dated on or about [*] 2002 between (among others) the
Issuer, The Bank of New York, New York branch, (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 A2 Notes (the "CLASS A2 NOTEHOLDERS") and the Trust Manager
and by the Conditions (as defined below); (b) constituted by a Note Trust Deed
dated on or about [*] 2002 (the "NOTE TRUST DEED") between (among others) the
Issuer, the Trust Manager, the Note Trustee and The Bank of New York, New York
branch (as "PRINCIPAL PAYING

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AGENT" and "CALCULATION AGENT"); and (c) secured by a Security Trust Deed (the
"SECURITY TRUST DEED") dated on or about [*] 2002 between the Issuer, the Trust
Manager, the Note Trustee and Perpetual Trustee Company Limited (in that
capacity, the "SECURITY TRUSTEE", which expression shall include its successor
for the time being as security trustee under the Security Trust Deed).
References to the Conditions (or to any particular numbered Condition) shall be
to the Terms and Conditions of the Class A2 Notes (or that particular one of
them) set out in schedule 5 to the Note Trust Deed but with the deletion of
those provisions which are applicable only to Class A2 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 Global Note may be exchanged in whole by registration on the
Note Register for Definitive Notes and the Issuer shall procure that the Note
Registrar delivers by registration in the Note Register, in full exchange for
this Global Note, Definitive Notes in aggregate Principal Amount equal to the
Principal Amount of all Class A2 Notes represented by this Global Note. The
Issuer is not obliged to issue Definitive Notes until 30 days after the
occurrence of an event set out in clause 3.3 of the Note Trust Deed.

The Issuer in its capacity as trustee of the Trust subject to this Global Note
and subject to and in accordance with the Conditions and the Note Trust Deed
promises to pay to the registered holder of this Global Note the principal sum
of US$[1,000,000,000] (One Billion United States Dollars) or such lesser amount
as may from time to time be represented by this Global Note (or such part of
that amount as may become repayable under to the Conditions, the Series Notice
and the Note Trust Deed) on such date(s) that that principal sum (or any part of
it) becomes repayable in accordance with the Conditions, the Series Notice and
the Note Trust Deed and to pay interest in arrears on each Payment Date (as
defined in Condition 4) on the Principal Amount of this Global Note at rates
determined in accordance with Condition 4 and all subject to and in accordance
with the certification requirements described in this Global Note, the
Conditions, the Series Notice and the Note Trust Deed, which shall be binding on
the registered holder of this Global Note (as if references in the Conditions to
the Notes and the Noteholders were references to this Global Note and the
registered holder of this Global Note respectively and as if the same had been
set out in this Global Note in full with all necessary changes, except as
otherwise provided in this Global Note).

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

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

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

The Definitive Notes to be issued on an exchange of this Global Note will be in
registered form each in the denomination of US$100,000. If the Issuer fails to
meet its obligations to issue 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 Series Notice and this Global Note.

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

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

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



PERPETUAL TRUSTEES VICTORIA LIMITED
in its capacity as trustee of the Interstar Millennium Series 2002-1G Trust


By:      .................................

Authorised Signatory

IMPORTANT NOTES:

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

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

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


CERTIFICATE OF AUTHENTICATION


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Note Trust Deed                                    [Allens Arthur Robinson Logo]
-------------------------------------------------------------------------------

This Global Note is authenticated by [*] and until so authenticated shall not be
valid for any purpose



THE BANK OF NEW YORK, NEW YORK BRANCH
as Principal Paying Agent

By:


______________________________
Authorised Signatory



For [*]
(without recourse, warranty or liability)
Issued in New York in [*] 2002



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SCHEDULE 2


FORM OF DEFINITIVE CLASS A2 NOTE
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
<S>                                 <C>
                       PERPETUAL TRUSTEES VICTORIA LIMITED

                              (ABN 42 004 027 258)

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

 in its capacity as trustee of the Interstar Millennium Series 2002-1G Trust (the "TRUST")

                                   US$100,000

            Class A2 Secured Floating Rate Notes Due [December 2033]

</TABLE>

The issue of the Class A2 Notes was authorised by resolutions of the Board of
Directors of Perpetual Trustees Victoria Limited in its capacity as trustee of
the Trust (the "ISSUER") passed on [*] 2002.

This Class A2 Note forms one of a series of Notes which are (a) issued by a
Master Trust Deed (the "MASTER TRUST DEED") dated 2 December 1999 between
Perpetual Trustees Victoria Limited and Interstar Securities (Australia) Pty
Limited and applying to the Trust by reason of the Notice of Creation of Trust
between Interstar Securities (Australia) Pty Limited, Interstar Securitisation
Management Pty Limited (the "TRUST MANAGER") and the Issuer dated [*] 2002, by a
Series Notice (the "SERIES NOTICE") dated on or about [*] 2002 between (among
others) the Issuer, The Bank of New York, New York branch (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 A2 Notes (the "CLASS A2 NOTEHOLDERS") and the Trust
Manager and the terms and conditions attached to this Note (the "CONDITIONS");
(b) constituted by a Note Trust Deed dated on or about [*] 2002 (the "NOTE TRUST
DEED") between (among others) the Issuer, the Trust Manager, the Note Trustee
and The Bank of New York, New York branch (as "PRINCIPAL PAYING AGENT" and
"CALCULATION AGENT"); and (c) secured by a Security Trust Deed (the "SECURITY
TRUST DEED") dated on or about [*] 2002 between the Issuer, the Trust Manager,
the Note Trustee and Perpetual Trustee Company Limited (in that capacity, the
"SECURITY TRUSTEE", which expression shall include its successor for the time
being as security trustee under the Security Trust Deed).

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

             US$100,000 (One Hundred Thousand United States Dollars)

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

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(if any) as may be payable, all subject to and in accordance with the Conditions
and the provisions of the Series Notice, the Master Trust Deed and the Note
Trust Deed.

This Class A2 Note shall not become valid for any purpose unless and until the
attached Certificate of Authentication has been signed by any payment signatory
of the [*] as Principal Paying Agent.



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

PERPETUAL TRUSTEES VICTORIA LIMITED



By: ................................................
[*]



By: ...................................
[*]

Dated as of [*],
Issued in [*]



IMPORTANT NOTES:

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

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

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



                          CERTIFICATE OF AUTHENTICATION

This Note is one of the Notes
referred to in the Note Trust Deed


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<PAGE>

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


THE BANK OF NEW YORK, NEW YORK BRANCH

as Principal Paying Agent

By:


___________________________________
Authorised Signatory

For [*]
(without recourse, warranty or liability)
Issued in [*] on [*]

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SCHEDULE 3

PROVISIONS FOR MEETINGS OF CLASS A2 NOTEHOLDERS
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         NOTES and NOTEHOLDERS shall mean Class A2 Notes and Class A2
         Noteholders respectively.

         The holder of any voting certificate or the proxies named in any block
         voting instruction shall for all purposes in connection with the
         relevant meeting or adjourned meeting of Noteholders be deemed to be
         the holder of the Notes to which such voting certificate or block
         voting instruction relates and the Paying Agent with which such Notes
         have been

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         deposited or the person holding the same to the order or under the
         control of such Paying Agent or the person holding the same shall be
         deemed for such purposes not to be the holder of those notes.

2.       CONVENING OF MEETINGS

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

3.       NOTICE OF MEETINGS

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

4.       CHAIRMAN

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

5.       QUORUM

         At any meeting two or more persons present holding Notes or voting
         certificates or being proxies in respect thereof and holding or
         representing in the aggregate not less than one-twentieth of the
         aggregate Principal Amount of the Notes, then outstanding, shall
         (except for the purposes of passing an Extraordinary Resolution) form a
         quorum for the transaction of business and no business (other than the
         choosing of a Chairman) shall be transacted at any meeting unless the
         requisite quorum be present at the commencement of


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         business. The quorum at any such meeting for passing an Extraordinary
         Resolution shall (subject as provided below) be two or more persons
         present holding Notes, or voting certificates or being proxies in
         respect thereof and holding or representing in the aggregate a clear
         majority of the aggregate Principal Amount of the Notes, then
         outstanding PROVIDED THAT subject to paragraph 13(b) below, at any
         meeting the business of which includes any of the following matters
         (each of which shall only be capable of being effected after having
         been approved by Extraordinary Resolution) namely:

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

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

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

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

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

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

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

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

6.       ADJOURNMENT

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

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         being proxies in respect thereof and holding or representing in the
         aggregate not less than one-quarter of the aggregate of the Principal
         Amount of the Notes, then outstanding.

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

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

7.       VOTING PROCEDURE

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

8.       DECLARATION

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

9.       RIGHT TO ATTEND AND SPEAK

         The Note Trustee and its lawyers and any director, officer or employee
         of a corporation being a trustee of this deed and any director or
         officer of the Trustee and the lawyers of the Trustee and any other
         person authorised in that behalf by the Note Trustee may attend and

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         speak at any meeting. Save as aforesaid but without prejudice to the
         proviso to the definition of outstanding in Clause 1, no person shall
         be entitled to attend and speak nor shall any person be entitled to
         vote at any meeting of the Noteholders or join with others in
         requesting the convening of such a meeting or to exercise the rights
         conferred on the Noteholders by Conditions 9 and 10 unless he either
         produces the Note(s) of which he is the holder or a voting certificate
         or is a proxy. Neither the Issuer nor any of its subsidiaries or
         holding companies or other subsidiaries of such holding companies shall
         be entitled to vote at any meeting in respect of Notes held
         beneficially by it or for its account. Nothing herein contained shall
         prevent any of the proxies named in any block voting instruction from
         being a director, officer or representative or otherwise connected with
         the Trustee.

10.      VOTING ENTITLEMENT

         Subject as provided in paragraph 1 hereof at any meeting:

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

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

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

11.      REQUIREMENTS FOR PROXIES

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

12.      PROXY REMAINS VALID

         Any vote cast in accordance with the terms of a block voting
         instruction shall be valid notwithstanding the previous revocation or
         amendment of the block voting instruction or of any of the Noteholder's
         instructions pursuant to which it was executed PROVIDED THAT no
         intimation in writing of such revocation or amendment shall have been
         received from the relevant Paying Agent by the Trustee at its
         registered office (or such other place as may

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         have been approved by the Note Trustee for the purpose) by the time
         being 24 hours before the time appointed for holding the meeting or
         adjourned meeting at which the block voting instruction is to be used.

13.      EXTRAORDINARY RESOLUTIONS

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

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

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

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

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

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

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

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

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

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

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                           and/or securities as aforesaid and partly for or into
                           or in consideration of cash.

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

14.      RESOLUTION BINDING ON NOTEHOLDERS

         Subject to paragraph 13(b) above, any resolution passed at a meeting of
         the Noteholders duly convened and held in accordance with this deed
         shall be binding upon all the Noteholders whether present or not
         present at such meeting and whether or not voting; and, in such case,
         each of such Noteholders shall be bound to give effect to such
         resolution accordingly and the passing of any such resolution shall be
         conclusive evidence that the circumstances justify the passing thereof.
         Notice of the result of the voting on any resolution duly considered by
         the Noteholders shall be published in accordance with Condition 12 by
         the Trustee within 14 days of such result being known PROVIDED THAT the
         non-publication of such notice shall not invalidate such resolution.

15.      MINUTES AND RECORDS

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

16.      FURTHER PROCEDURES FOR MEETINGS

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

17.      WRITTEN RESOLUTIONS

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

18.      GLOBAL NOTEHOLDER

         So long as the Notes are represented by any Global Note, the holder of
         a Global Note shall for the purposes of paragraph 5 be deemed to
         constitute a quorum and for the purposes of

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         this schedule be deemed to be holding such Principal Amount of the
         Notes (up to the Principal Amount of Notes then outstanding) as the
         holder of the Global Note may specify and able to vote such amount for
         or against or to abstain from voting in such Principal Amount as the
         holder may specify.

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SCHEDULE 4

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

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

[* DETAILS TO BE INSERTED]


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SCHEDULE 5

[* TERMS AND CONDITIONS OF CLASS A2 NOTES TO BE ANNEXED WHEN FINALISED]


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