NOTE TRUST DEED - SMHL GLOBAL FUND NO. [  ]

                                     PERPETUAL LIMITED
                                     ABN 86 000 431 827

                                     ME PORTFOLIO MANAGEMENT LIMITED
                                     ABN 79 005 964 134

                                     THE BANK OF NEW YORK

                                     AIB/BNY FUND MANAGEMENT (IRELAND) LIMITED

                                     and

                                     PERPETUAL TRUSTEE COMPANY LIMITED
                                     ABN 42 000 001 007



               MLC Centre Martin Place Sydney New South Wales 2000 Australia
               Telephone +61 2 9225 5000  Facsimile +61 2 9322 4000
               www.freehills.com  DX 361 Sydney


               SYDNEY MELBOURNE PERTH BRISBANE SINGAPORE
               Correspondent Offices HANOI HO CHI MINH CITY JAKARTA KUALA LUMPUR


                  Reference LGR:OMT:36G

<PAGE>


                  Cross Reference Table(1)

                          ---------------------------- ------------------------
                                                             CLAUSE
                          TRUST INDENTURE ACT SECTION
                          ---------------------------- ------------------------
                          310      (a)(1)              1.1, 39.5, 39.6, 39.9(a)
                                   (a)(2)              39.1(d), 39.9(b)
                                   (a)(3)              38.2
                                   (a)(4)              NA
                                   (a)(5)              39.9(d)
                                   (b)                 39.9(c)
                                   (c)                 NA
                          ---------------------------- ------------------------
                          311      (a)                 13.1
                                   (b)                 13.1
                                   (c)                 NA
                          ---------------------------- ------------------------
                          312      (a)                 51.1, 51.2(a)
                                   (b)                 51.2(b)
                                   (c)                 51.2(c)
                          ---------------------------- ------------------------
                          313      (a)                 51.3
                                   (b)(1)              51.3
                                   (b)(2)              51.3
                                   (c)                 51.4
                                   (d)                 51.3
                          ---------------------------- ------------------------
                          314      (a)(1)              51.6(a)
                                   (a)(2)              51.6(b)
                                   (a)(3)              51.6(c)
                                   (a)(4)              11.1(j)
                                   (b)                 11.1(k)
                                   (c)                 52.1(a)
                                   (d)                 52.1(b), (c), (d)
                                   (e)                 52.1(e)
                                   (f)                 NA
                          ---------------------------- ------------------------
                          315      (a)                 13.2(b)
                                   (b)                 13.4
                                   (c)                 13.2(a)
                                   (d)                 13.2(c), (d)
                                   (e)                 52.2
                          ---------------------------- ------------------------
                          316      (a)(1)              52.3(a)
                                   (a)(2)              52.3(b)
                                   (b)                 52.4
                          ---------------------------- ------------------------
                          317      (a)(1)              7.7(a)
                                   (a)(2)              7.7(b)
                                   (b)                 2.6, 11.1(p)
                          ---------------------------- ------------------------
                          318                          52.19
                          ---------------------------- ------------------------
Notes:
1     This Cross Reference Table shall not, for any purpose, be deemed to be
      part of this deed.
2     NA means not applicable.



<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
TABLE OF CONTENTS
Clause                                                                                                      Page
<S>  <C>                                                                                                      <C>
1    DEFINITIONS AND INTERPRETATION                                                                           2

     1.1      Definitions and Interpretation                                                                  2
     1.2      Definitions in Master Trust Deed, Supplementary Bond Terms Notice and Conditions                6
     1.3      Incorporation by reference                                                                      6
     1.4      Interpretation                                                                                  6
     1.5      Determination, statement and certificate sufficient evidence                                    7
     1.6      Document or agreement                                                                           7
     1.7      Transaction Document                                                                            7
     1.8      Issuer as trustee                                                                               7
     1.9      Knowledge of Issuer and Security Trustee                                                        8
     1.10     Knowledge of the Note Trustee, Calculation Agent, Note Registrar or Principal
              Paying Agent, Irish Paying Agent, other Paying Agents                                           8
     1.11     Appointment of the Note Trustee                                                                 8
     1.12     Duration of Trust                                                                               8
     1.13     Obligations of the Issuer                                                                       9
     1.14     Limitation of liability of Security Trustee                                                     9
     1.15     Opinion of counsel                                                                              9

2    PAYMENTS ON NOTES                                                                                        9

     2.1      Principal amount                                                                                9
     2.2      Covenant to repay                                                                              10
     2.3      Deemed payment                                                                                 10
     2.4      Issuer's covenant to Class A Offered Noteholders and the Note Trustee                          10
     2.5      Following Event of Default                                                                     11
     2.6      Requirements of Paying Agents                                                                  12
     2.7      Certification                                                                                  12
     2.8      Determinations                                                                                 13

3    FORM OF, ISSUE OF AND DUTIES AND TAXES ON, NOTES                                                        13

     3.1      Issue of Book-Entry Notes                                                                      13
     3.2      Form of Book-Entry Notes                                                                       13
     3.3      Definitive Notes - Class A[ ] Notes                                                            15
     3.4      Definitive Notes - Class A[ ] Notes                                                            16
     3.5      Stamp and Other Taxes                                                                          17
     3.6      Indemnity for non-issue                                                                        18
     3.7      Note Register and Note Registrar                                                               18

4    COVENANT OF COMPLIANCE                                                                                  19


5    CANCELLATION OF CLASS A OFFERED NOTES                                                                   20

     5.1      Cancellation                                                                                   20
     5.2      Records                                                                                        20


                                       1
</TABLE>

<PAGE>

<TABLE>
<C>                                                                                                          <C>
6    ENFORCEMENT                                                                                             20

     6.1      Actions following Event of Default                                                             20
     6.2      Evidence of default                                                                            21
     6.3      Note Trustee must receive indemnity                                                            21
     6.4      Restrictions on enforcement                                                                    21
     6.5      Action by Noteholders                                                                          22

7    PROCEEDINGS                                                                                             22

     7.1      Acting only on direction                                                                       22
     7.2      Security Trustee acting                                                                        22
     7.3      Note Trustee alone entitled to act                                                             23
     7.4      Available amounts                                                                              23
     7.5      No obligation to ensure compliance                                                             23
     7.6      Conflict of interests                                                                          24
     7.7      Note Trustee may enforce                                                                       24

8    NOTICE OF PAYMENT                                                                                       24


9    INVESTMENT BY NOTE TRUSTEE                                                                              25


10   PARTIAL PAYMENTS                                                                                        25


11   COVENANTS BY THE ISSUER AND MANAGER                                                                     25

     11.1     Undertakings                                                                                   25
     11.2     Representations and warranties                                                                 28

12   REMUNERATION OF NOTE TRUSTEE, PRINCIPAL PAYING AGENT, CALCULATION AGENT AND NOTE REGISTRAR              29

     12.1     Fee                                                                                            29
     12.2     Additional Remuneration                                                                        29
     12.3     Costs, expenses                                                                                29
     12.4     Overdue rate                                                                                   30
     12.5     Continuing obligation                                                                          30
     12.6     Goods and services tax (GST)                                                                   30
     12.7     Currency and VAT                                                                               31

13   NOTE TRUSTEE                                                                                            31

     13.1     Preferential collection of claims against Note Trustee                                         31
     13.2     Duties of Note Trustee                                                                         31
     13.3     Obligations of Note Trustee                                                                    32
     13.4     Notice of Defaults                                                                             32
     13.5     Rights of Note Trustee                                                                         32
     13.6     Limitation on Note Trustee's' liability                                                        41
     13.7     Wilful default of the Note Trustee                                                             41

14   NOTE TRUSTEE'S LIABILITY                                                                                42

15   DELEGATION BY NOTE TRUSTEE                                                                              42


                                       2
</TABLE>
<PAGE>

<TABLE>
<S>  <C>                                                                                                     <C>
16   EMPLOYMENT OF AGENT BY NOTE TRUSTEE                                                                     43


17   NOTE TRUSTEE CONTRACTING WITH ISSUER                                                                    44


18   APPOINTMENT OF PAYING AGENTS                                                                            44


19   PAYMENT                                                                                                 45

     19.1     Payment by Issuer                                                                              45
     19.2     Confirmation                                                                                   45
     19.3     Payments by Paying Agents                                                                      45
     19.4     Method of Payment - Book-Entry Notes                                                           46
     19.5     Method of payment - Definitive Notes                                                           46
     19.6     Late payment                                                                                   46
     19.7     Notice of non-receipt                                                                          46
     19.8     Reimbursement                                                                                  47
     19.9     Method of payment                                                                              47
     19.10    No fee  47
     19.11    Securitisation Fund                                                                            47

20   REPAYMENT                                                                                               48


21   APPOINTMENT OF THE CALCULATION AGENT                                                                    48


22   DUTIES OF THE CALCULATION AGENT                                                                         48


23   NOTICE OF ANY WITHHOLDING OR DEDUCTION                                                                  49


24   EARLY REDEMPTION OF NOTES                                                                               49


25   PRO RATA REDEMPTION, PURCHASES AND CANCELLATION OF NOTES                                                50


26   NOTICES TO NOTEHOLDERS                                                                                  51


27   DOCUMENTS AND FORMS                                                                                     51


28   AUTHENTICATION                                                                                          52


29   INDEMNITY                                                                                               52


30   THE NOTE REGISTER                                                                                       53

     30.1     Appointment of Note Registrar                                                                  53
     30.2     Details to be kept on the Note Register                                                        53
     30.3     Payments of Principal and Interest                                                             54
     30.4     Place of keeping Register, copies and access                                                   54
     30.5     Details on Note Register conclusive                                                            54


                                       3
</TABLE>

<PAGE>

<TABLE>
<S>  <C>                                                                                                     <C>
     30.6     Alteration of details on Note Register                                                         55
     30.7     Rectification of Note Register                                                                 55
     30.8     Correctness of Note Register                                                                   55

31   CHANGES OF NOTE REGISTRAR                                                                               55

     31.1     Removal                                                                                        55
     31.2     Resignation                                                                                    55
     31.3     Limitation                                                                                     55
     31.4     Appointment of new Note Registrar                                                              56

32   GENERAL                                                                                                 56

     32.1     Communications to Class A Offered Noteholders                                                  56
     32.2     Intentionally deleted                                                                          56
     32.3     Identity                                                                                       56
     32.4     No set-off                                                                                     57
     32.5     Reliance                                                                                       57
     32.6     Entitled to deal                                                                               57
     32.7     Consultation                                                                                   58
     32.8     Duties                                                                                         58
     32.9     Income Tax Returns                                                                             58

33   CHANGES IN PAYING AGENTS AND CALCULATION AGENT                                                          58

     33.1     Removal                                                                                        58
     33.2     Resignation                                                                                    59
     33.3     Limitation                                                                                     59
     33.4     Delivery of amounts                                                                            60
     33.5     Successor to Principal Paying Agent                                                            60
     33.6     Successor to Calculation Agent                                                                 61
     33.7     Notice to Noteholders                                                                          62
     33.8     Change in Paying Office or Specified Office                                                    62

34   WAIVER                                                                                                  62


35   AMENDMENT                                                                                               63

     35.1     Approval                                                                                       63
     35.2     Resolution of Class A Offered Noteholders                                                      64
     35.3     Distribution of amendments                                                                     64
     35.4     Amendments binding                                                                             64
     35.5     No Rating Agency downgrade                                                                     64
     35.6     Conformity with TIA                                                                            65

36   CLASS A OFFERED NOTEHOLDERS                                                                             65

     36.1     Absolute owner                                                                                 65
     36.2     Clearing Agency Certificate                                                                    66

37   CURRENCY INDEMNITY                                                                                      66


38   NEW NOTE TRUSTEES                                                                                       68


                                       4
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>  <C>                                                                                                     <C>
     38.1     Appointment by Issuer                                                                          68
     38.2     Appointment by Note Trustee                                                                    68
     38.3     Notice                                                                                         69

39   NOTE TRUSTEE'S RETIREMENT AND REMOVAL                                                                   69

     39.1     Removal by Issuer                                                                              69
     39.2     Removal by Class A Offered Noteholders                                                         69
     39.3     Resignation                                                                                    69
     39.4     Rating Agencies approval                                                                       70
     39.5     Trust Corporation                                                                              70
     39.6     Successor to Note Trustee                                                                      70
     39.7     Notice                                                                                         71
     39.8     Retention of Lien                                                                              71
     39.9     Eligibility; Disqualification                                                                  71

40   NOTE TRUSTEE'S POWERS ADDITIONAL                                                                        72


41   SEVERABILITY OF PROVISIONS                                                                              72


42   NOTICES                                                                                                 72

     42.1     General                                                                                        72
     42.2     Details                                                                                        72
     42.3     Communication through Principal Paying Agent                                                   74

43   GOVERNING LAW AND JURISDICTION                                                                          74

     43.1     Governing law                                                                                  74
     43.2     Jurisdiction                                                                                   75
     43.3     Agent                                                                                          75

44   COUNTERPARTS                                                                                            75


45   LIMITED RECOURSE                                                                                        76

     45.1     General                                                                                        76
     45.2     Liability of Issuer limited to its right to indemnity                                          76
     45.3     Unrestricted remedies                                                                          77
     45.4     Restricted remedies                                                                            77
     45.5     Wilful Default of the Issuer                                                                   77

46   SUCCESSOR TRUSTEE                                                                                       78


47   REIMBURSEMENT FOR THE COST OF INDEPENDENT ADVICE                                                        78


48   NO LIABILITY                                                                                            78


49   PROSPECTUS                                                                                              79


50   NOTE TRUSTEE'S LIMITED LIABILITY                                                                        79


                                       5
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>  <C>                                                                                                     <C>
     50.1     Reliance on certificate                                                                        79
     50.2     Note Trustee's reliance on Manager, Security Trustee, Issuer or Mortgage Manager               80
     50.3     Compliance with laws                                                                           80
     50.4     Reliance on experts                                                                            80
     50.5     Oversights of others                                                                           81
     50.6     Powers, authorities and discretions                                                            81
     50.7     Impossibility or impracticability                                                              81
     50.8     Legal and other proceedings                                                                    81
     50.9     No liability except for negligence etc.                                                        82
     50.10    Further limitations on Note Trustee's liability                                                83
     50.11    Conflicts                                                                                      84
     50.12    Information                                                                                    84
     50.13    Investigation by Note Trustee                                                                  84

51   NOTEHOLDERS' LISTS AND REPORTS, CONTINUING SECURITY, RELEASES AND WAIVERS                               84

     51.1     Provision of information                                                                       84
     51.2     Preservation of Information; Communications to Noteholders                                     85
     51.3     Reports by Note Trustee                                                                        85
     51.4     Notices to Class A Offered Noteholders; Waiver                                                 85
     51.5     Issuer's Liability not Affected                                                                86
     51.6     Reports by Issuer                                                                              86

52   TRUST INDENTURE ACT; MISCELLANEOUS                                                                      87

     52.1     Compliance Certificates and Opinions                                                           87
     52.2     Undertaking for Costs                                                                          89
     52.3     Exclusions of Section 316                                                                      89
     52.4     Unconditional Rights of Class A Offered Noteholders to Receive Principal and Interest          89
     52.5     Continuing Obligation                                                                          90
     52.6     No Merger                                                                                      90
     52.7     Waiver                                                                                         90
     52.8     Consents and Approvals                                                                         90
     52.9     Written Waiver, Consent and Approval                                                           90
     52.10    Time of Essence                                                                                90
     52.11    Moratorium Legislation                                                                         90
     52.12    Binding on Each Signatory                                                                      91
     52.13    Counterparts                                                                                   91
     52.14    Assignment                                                                                     91
     52.15    Power of Attorney                                                                              91
     52.16    Certificate of Note Trustee                                                                    91
     52.17    Remedies cumulative                                                                            91
     52.18    Interest on Judgment                                                                           91
     52.19    Conflict with Trust Indenture Act                                                              92
     52.20    Know your customer                                                                             92
     52.21    Compliance with Regulation AB                                                                  92

53   CONSENT OF CLASS A OFFERED NOTEHOLDERS                                                                  92

     53.1     General                                                                                        92
     53.2     Special Written Approvals                                                                      92
     53.3     Requirement for writing                                                                        94


                                       6
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>  <C>                                                                                                     <C>
     53.4     Meetings of Class A Offered Noteholders                                                        94
     53.5     Entire Agreement                                                                               95

SCHEDULE 1 - FORM OF BOOK-ENTRY NOTE                                                                         98

SCHEDULE 2 - NOTEHOLDERS REPORTS                                                                            113

SCHEDULE 3 - MEETING PROCEDURES                                                                             116

SCHEDULE 4 - TERMS AND CONDITIONS OF THE CLASS A NOTES                                                      121

SCHEDULE 5 - FORM OF CLASS A[ ] DEFINITIVE NOTES                                                            175


                                       7
</TABLE>
<PAGE>

THIS NOTE TRUST DEED

                  is made on [#] between the following parties:

                  1.      PERPETUAL LIMITED
                          ABN 86 000 431 827
                          in its capacity as trustee of the Securitisation Fund
                          of Level 12, 123 Pitt Street, Sydney, New South Wales
                          (ISSUER)

                  2.      ME PORTFOLIO MANAGEMENT LIMITED
                          ABN 79 005 964 134
                          of Level 23, 360 Collins Street, Melbourne, Victoria
                          (MANAGER)

                  3.      THE BANK OF NEW YORK
                          of 101 Barclay Street, Floor 21 West, New York, New
                          York 10286, United States of America
                          (NOTE TRUSTEE)

                  4.      THE BANK OF NEW YORK
                          of 101 Barclay Street, Floor 21 West, New York, New
                          York 10286, United States of America (in the case of
                          the Class A[ ] Notes) and of 48th Floor, 1 Canada
                          Square, London, E14 5AL, United Kingdom (in the case
                          of the Class A[ ] Notes)
                         (PRINCIPAL PAYING AGENT)

                  5.      THE BANK OF NEW YORK
                          of 101 Barclay Street, Floor 21 West, New York, New
                          York 10286, United States of America
                          (CALCULATION AGENT)

                  6.      THE BANK OF NEW YORK
                          of 101 Barclay Street, Floor 21 West, New York, New
                          York 10286, United States of America
                          (NOTE REGISTRAR)

                  7.      PERPETUAL TRUSTEE COMPANY LIMITED
                          ABN 42 000 001 007
                          in its capacity as security trustee under the Security
                          Trust Deed of Level 12, 123 Pitt Street, Sydney, New
                          South Wales
                          (SECURITY TRUSTEE)

                  8.      AIB/BNY FUND MANAGEMENT (IRELAND) LIMITED
                          of Guild House, Guild Street, Dublin 1, Republic of
                          Ireland
                          (IRISH PAYING AGENT)

RECITALS

                  A.      The Manager has directed the Issuer in accordance with
                          the Master Trust Deed to issue mortgage backed pass
                          through floating rate notes comprising US$[#] Class A[
                          ] Notes due [#], (euro)[#] Class A[ ] Notes due [#],
                          A$ [#] Class A[ ] Notes due [#] and A$[#] Class B
                          Notes due [#]. The Class A Offered Notes are to be
                          constituted and secured in the manner provided in this
                          deed and the other Transaction Documents.


                                       1
<PAGE>

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

                  C.      The Issuer proposes, at the direction of Manager, to
                          appoint the Principal Paying Agent as principal paying
                          agent, the Calculation Agent as its reference agent
                          and the Note Registrar as registrar, in each case in
                          respect of the Class A Offered Notes upon the terms
                          contained in this deed.

                  D.      The Issuer proposes, at the direction of Manager, to
                          appoint the Irish Paying Agent as Irish paying agent
                          in respect of the Class A[ ] Notes upon the terms
                          contained in this deed.

                  E.      Each of the Note Trustee, the Principal Paying Agent,
                          the Irish Paying Agent, the Calculation Agent and the
                          Note Registrar has agreed to act in those respective
                          capacities upon the terms of this deed.

THIS DEED WITNESSES

                  that in consideration of, among other things, the mutual
                  promises contained in this deed, the parties agree:

1     DEFINITIONS AND INTERPRETATION

      1.1   DEFINITIONS AND INTERPRETATION

            The following definitions apply unless the context requires
            otherwise:

            ASSOCIATE has the meaning ascribed to the expression "associate" in
            the Corporations Act.

            AUTHORISATION means any consent, licence, approval or other
            authority or deemed consent, licence approval or other authority.

            CHARGE has the same meaning as in the Security Trust Deed.

            CHARGED PROPERTY has the same meaning as in the Security Trust Deed.

            CLASS A NOTEOWNER means:

            (a)   a Class A[ ] Noteowner; or

            (b)   a Class A[ ] Noteowner.

            CLASS A[ ] NOTEOWNER means, with respect to a Class A[ ] Book-Entry
            Note, the person who is the beneficial owner of such Class A[ ]
            Book-Entry Note, as reflected in the books of the Clearing Agency,
            or in the books of the person maintaining an account with the
            Clearing Agency or as an indirect participant, in each case in
            accordance with the rules of the Clearing Agency.

            CLASS A[ ] NOTEOWNER means, with respect to a Class A[ ] Book-Entry
            Note, the person who is the beneficial owner of such Class A[ ]
            Book-Entry Note, as reflected in the books of the Clearing Agency,
            or in the books of the person maintaining an account with the
            Clearing Agency or as an indirect participant, in each case in
            accordance with the rules of the Clearing Agency.

            CLASS A OFFERED NOTE means each Class A[ ] Note and each Class A[ ]
            Note.

            CLASS A OFFERED NOTEHOLDER means a Noteholder of a Class A Offered
            Note.

            CLEARING AGENCY PARTICIPANT means a broker, dealer, bank, other
            financial


                                       2
<PAGE>

            institution or other person for whom from time to time a Clearing
            Agency effects book-entry transfers and pledges of securities
            deposited with a Clearing Agency.

            COMMISSION has the meaning given to it in the Supplementary Bond
            Terms Notice.

            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, Floor 21 West, New York, New York 10286, Global
            Structured Products Unit or at such other address as the Note
            Trustee may designate by notice to the Manager, Noteholders and the
            Issuer or the principal corporate trust office of any successor Note
            Trustee.

            DEFINITIVE NOTE means:

            (a) a Class A[ ] Definitive Note issued pursuant to clause 3.3 of
            this deed; or

            (b) a Class A[ ] Definitive Note issued pursuant to clause 3.4 of
            this deed.

            DETERMINATION DATE means with respect to a payment due on a Payment
            Date, the day being two Banking Days prior to that Payment Date.

            EU TAX DIRECTIVE means the European Union Council Directive
            2003/48/EC on the taxation of savings income in the form of interest
            payments which was adopted on 3 June 2003, or any law or regulation
            implementing or complying with, or introduced to conform with such
            directive.

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

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

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

            (a)   is independent of the Issuer, the Manager, the Mortgage
                  Manager and any of their Associates;

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

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

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

            INSOLVENCY EVENT has the same meaning as the defined term "Event of
            Insolvency" in the Master Trust Deed.

            IRISH PAYING AGENT means AIB/BNY Fund Management (Ireland) Limited.

            MASTER TRUST DEED means the Master Trust Deed for the Superannuation
            Members' Home Loans Trusts dated 4 July 1994 between the Issuer, as
            Trustee, and the Manager, as amended and restated from time to time.

            MATERIAL ADVERSE EFFECT means a material adverse effect on the
            ability of the


                                       3
<PAGE>

            Issuer to perform its payment obligations under this deed and other
            Transaction Documents or, as the context may require, a material
            adverse effect on the ability of the Note Trustee to perform its
            obligations under this deed.

            NOTE DEPOSITORY AGREEMENT means the agreement entitled "Letter of
            Representations" among the Issuer, Note Trustee (as Agent) and The
            Depository Trust Company, as the initial Clearing Agency, dated as
            of the Closing Date, relating to the Class A[ ] Notes, as the same
            may be amended or supplemented from time to time.

            NOTE TRUST means the trust constituted under and by this deed.

            NOTEHOLDERS REPORT means the report to be delivered by the Manager,
            on behalf of the Issuer, in accordance with clause 11.1(m)
            containing the information set out in Schedule 2.

            OFFICER'S CERTIFICATE means a certificate signed by any Authorised
            Signatory of the Issuer or the Manager (as appropriate) on behalf of
            the Issuer, 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 Issuer or the Manager on
            behalf of the Issuer and who shall be satisfactory to the Issuer or
            the Note Trustee, as applicable, and which opinion or opinions shall
            be addressed to the Issuer or the Note Trustee, as applicable, and
            shall be in form and substance satisfactory to the Issuer and the
            Note Trustee, as applicable.

            PAYING AGENT means, where the context permits:

            (a)   the Principal Paying Agent initially appointed as principal
                  paying agent by the Issuer under this deed and any successor
                  from time to time under this deed; or

            (b)   the Irish Paying Agent initially appointed as Irish paying
                  agent by the Issuer under this deed and any successor from
                  time to time under this deed; or

            (c)   any institution as may, with the prior written approval of,
                  and on terms previously approved in writing by, the Note
                  Trustee (that approval not to be unreasonably withheld or
                  delayed) from time to time be appointed by the Issuer as
                  paying agent in relation to the Notes, in each case (except in
                  the case of the initial Principal Paying Agent or the initial
                  Irish Paying Agent) where notice of the appointment has been
                  given to the Noteholders under this deed and in accordance
                  with Condition 12.

            PAYING OFFICE means, in relation to a Paying Agent, the office of
            the Paying Agent specified in the Class A Offered Notes or this deed
            as the office at which payments in respect of the Class A Offered
            Notes will be made as changed from time to time in accordance with
            this deed and:

            (a)   in respect of the Principal Paying Agent and the Class A[ ]
                  Notes - its office at 101 Barclay Street, Floor 21 West, New
                  York, New York, United States of America; and

            (b)   in respect of the Principal Paying Agent and the Class A[ ]
                  Notes - its office at 48th Floor, 1 Canada Square, London, E14
                  5AL, United


                                       4
<PAGE>

                  Kingdom; and

            (c)   in respect of the Irish Paying Agent and the Class A[ ] Notes
                  - its office at Guild House, Guild Street, Dublin 1, Republic
                  of Ireland.

            PERSON means any individual, corporation, limited liability company,
            estate, partnership, joint venture, association, joint stock
            company, trust (including any beneficiary thereof), unincorporated
            organisation or government or any agency or political subdivision
            thereof.

            RECORD DATE means:

            (a)   with respect to the Payment Date of any Book Entry Note, the
                  close of business on the Banking Day immediately preceding
                  that Payment Date; and

            (b)   with respect to the Payment Date for any Definitive Note, the
                  last day of the calendar month before that Payment Date.

            REGULATION AB has the meaning given to it in the Supplementary Bond
            Terms Notice.

            RELEVANT CLASS A CURRENCY means:

            (a)   in respect of the Class A[ ] Notes - US$; and

            (b)   in respect of the Class A[ ] Notes - (euro).

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

            SECURITIES ACT means the Securities Act of 1933 of the United States
            of America, as amended.

            SECURITISATION FUND means the Securitisation Fund established under
            the Master Trust Deed known as SMHL Global Fund No. [ ].

            SIDE LETTER TO THE MORTGAGE ORIGINATION AND MANAGEMENT AGREEMENT has
            the meaning given to it in the Supplementary Bond Terms Notice.

            SPECIFIED OFFICE means:

            (a)   in relation to the Calculation Agent, the office of the
                  Calculation Agent specified under this deed as the office at
                  which the Calculation Agent will carry out its duties under
                  this deed; and

            (b)   in relation to the Note Registrar, the office of the Note
                  Registrar specified under this deed as the office at which the
                  Note Registrar will carry out its duties under this deed.

            SUPPLEMENTARY BOND TERMS NOTICE means the document entitled
            "Supplementary Bond Terms Notice: SMHL Global Fund No. [ ] - Class A
            Notes and Class B Notes" dated on or about the date of this deed
            between the Issuer, the Manager, the Note Trustee and the Security
            Trustee in respect of the Securitisation Fund.

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


                                       5
<PAGE>

            amended.

            TRUST ACCOUNT means the US$ Account, the Euro Account or any other
            account maintained by or on behalf of the Issuer in relation to the
            Securitisation Fund.

            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, SUPPLEMENTARY BOND TERMS NOTICE
            AND CONDITIONS

            (a)   Subject to clause 1.1 and the Recitals, terms and expressions
                  which are defined in the Master Trust Deed (as amended by the
                  Supplementary Bond Terms Notice), the Supplementary Bond Terms
                  Notice and the Conditions (including in each case by reference
                  to another agreement) have the same meanings when used in this
                  deed unless the context otherwise requires or unless otherwise
                  defined in this deed.

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

      1.3   INCORPORATION BY REFERENCE

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

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

            INDENTURE SECURITIES means the Class A[ ] Notes;

            INDENTURE SECURITY HOLDER means a Class A[ ] Noteholder;

            INDENTURE TO BE QUALIFIED means the Note Trust Deed;

            INDENTURE TRUSTEE OR INSTITUTIONAL TRUSTEE means the Note Trustee;
            and

            OBLIGOR on the indenture securities means the Issuer with respect to
            the Class A[ ] Notes.

            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, by reference
            to another statute or defined by or in any rule of or issued by the
            Commission, will have the meaning assigned to them by such
            definitions.

      1.4   INTERPRETATION

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

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


                                       6
<PAGE>

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

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

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

      1.5   DETERMINATION, STATEMENT AND CERTIFICATE SUFFICIENT EVIDENCE

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

      1.6   DOCUMENT OR AGREEMENT

            A reference to:

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

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

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

      1.7   TRANSACTION DOCUMENT

            This deed is a Transaction Document for the purposes of the Master
            Trust Deed.

      1.8   ISSUER AS TRUSTEE

            (a)   In this deed, except where provided to the contrary:

                  (1)   a reference to the Issuer is a reference to the Issuer
                        in its capacity as trustee of the Securitisation Fund
                        only, and in no other capacity; and

                  (2)   a reference to the Security Trustee is a reference to
                        the Security Trustee in its capacity as security trustee
                        under the Security Trust Deed only, and in no other
                        capacity; and

                  (3)   a reference to the assets, business, property or
                        undertaking of the Issuer or the Security Trustee is a
                        reference to the assets, business, property or
                        undertaking of the Issuer or the Security Trustee
                        respectively only in the capacity described in
                        paragraphs (1) and (2) above.


                                       7
<PAGE>

            (b)   The rights and obligations of the parties under this deed
                  relate only to the Securitisation Fund and do not relate to
                  any other Fund (as defined in the Master Trust Deed).

      1.9   KNOWLEDGE OF ISSUER AND SECURITY TRUSTEE

            In relation to the Securitisation Fund, the Issuer and the Security
            Trustee will only be considered to have knowledge, actual knowledge
            or notice of, or be aware of, any matter or thing if the Issuer or
            the Security Trustee (as the case may be) 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 Issuer or the Security
            Trustee (as the case may be) who have day to day responsibility for
            the administration of the Securitisation Fund.

      1.10  KNOWLEDGE OF THE NOTE TRUSTEE, CALCULATION AGENT, NOTE REGISTRAR OR
            PRINCIPAL PAYING AGENT, IRISH PAYING AGENT, OTHER PAYING AGENTS

            In relation to the Securitisation Fund, the Note Trustee, the
            Calculation Agent, the Note Registrar, the Principal Paying Agent,
            the Irish Paying Agent and any other Paying Agent will only be
            considered to have knowledge or notice of, or be aware of, any
            matter or thing if the Note Trustee, Calculation Agent, Note
            Registrar, Principal Paying Agent, Irish Paying Agent or other
            Paying Agents (as the case may be) 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,
            Calculation Agent, Note Registrar, Principal Paying Agent, Irish
            Paying Agent or other Paying Agents (as the case may be) who have
            day to day responsibility for the administration of the Note Trust,
            or other duties of the relevant party constituted by this deed.

      1.11  APPOINTMENT OF THE NOTE TRUSTEE

            The Note Trustee:

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

            (b)   acknowledges and declares that it:

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

                  (2)   will hold the benefit of the obligations of the Issuer
                        under this deed; and

                  (3)   will hold the benefit of the covenants in clause 2.2 and
                        clause 4(c) and all other rights of the Class A Offered
                        Noteholders under the Class A Offered Notes,

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

      1.12  DURATION OF TRUST

            The trust established pursuant to this deed shall commence on the
            date hereof and shall terminate on the first to occur of:


                                       8
<PAGE>

            (a)   the date on which the Issuer has satisfied in full its
                  obligations to the Class A Offered Noteholders and all Class A
                  Offered Notes have been cancelled or redeemed; and

            (b)   the 80th anniversary of the date of this deed.

      1.13  OBLIGATIONS OF THE ISSUER

            (a)   The Issuer shall not be liable for any act or omission by the
                  Manager where it is acting or fails to act (as the case may
                  be) on behalf of the Issuer under this deed.

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

      1.14  LIMITATION OF LIABILITY OF SECURITY TRUSTEE

            (a)   Notwithstanding any other provision of this deed, the Security
                  Trustee will have no liability under or in connection with
                  this deed or any other Transaction Document other than to the
                  extent to which the liability is able to be satisfied out of
                  the property from which the Security Trustee is actually
                  indemnified for the liability.

            (b)   This limitation will not apply to a liability of the Security
                  Trustee to the extent that it is not satisfied because, under
                  this deed, any other Transaction Document or by operation of
                  laws, there is a reduction in the extent of the Security
                  Trustee's indemnification as a result of the Security
                  Trustee's fraud, negligence or wilful default.

            (c)   Nothing in this clause or any similar provision in any other
                  Transaction Document limits or adversely affects the powers of
                  the Security Trustee, any Receiver or attorney in respect of
                  the Charge as defined in the Security Trust Deed or the
                  Charged Property (as defined in the Security Trust Deed).

      1.15  OPINION OF COUNSEL

            For the purposes of this deed, the Issuer may where necessary seek,
            and rely conclusively on, any Opinion of Counsel on any matters
            relating to or connected with the TIA. Where the Issuer 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 Issuer in relation to the Securitisation
            Fund.

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

      2.1   PRINCIPAL AMOUNT

            (a)   The aggregate principal amount of the Class A[ ] Notes is
                  limited to US$[#].

            (b)   The aggregate principal amount of the Class A[ ] Notes is
                  limited to (euro)[#].


                                       9
<PAGE>

      2.2   COVENANT TO REPAY

            (a)   The Issuer covenants that the Issuer will, in accordance with
                  the terms of any Class A Offered Notes (including the
                  Conditions) and the Transaction Documents (and subject to the
                  terms of the Transaction Documents and the Conditions,
                  including, without limitation, clauses 19 and 45 of this deed
                  and Condition 5) at the direction of the Manager on:

                  (1)   the Maturity Date of the Class A Offered Notes; or

                  (2)   each earlier date as those Class A Offered 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 the
                  Relevant Class A Currency in New York (in the case of the
                  Class A[ ] Notes) or London (in the case of the Class A[ ]
                  Notes), for immediate value the principal amount of those
                  Class A Offered Notes repayable, or in the case of a partial
                  payment of those Class A Offered Notes, the principal amount
                  payable, subject to and in accordance with the terms of those
                  Class A Offered Notes (including the Conditions).

            (b)   Subject to clause 2.3 and to the terms of the Class A Offered
                  Notes (including the Conditions and in particular Condition 6
                  of the Notes) and the Transaction Documents (including clauses
                  19 and 45 of this deed and Condition 5), until any payment as
                  well after as before any judgment or other order of a court of
                  competent jurisdiction, the Issuer shall, at the direction of
                  the Manager, duly and punctually pay or procure to be paid
                  unconditionally in accordance with this deed to or to the
                  order of the Note Trustee any interest, at the respective
                  rates and calculated in accordance with and payable on the
                  dates provided for in the Conditions.

      2.3   DEEMED PAYMENT

            Any payment of principal or interest in respect of any Class A
            Offered Notes to or to the account of the Principal Paying Agent in
            the manner provided in clause 19 shall satisfy the covenant in
            relation to those Class A Offered Notes by the Issuer in this clause
            2 to the extent of that payment, except to the extent that the
            Principal Paying Agent subsequently fails to pay that amount under
            those Class A Offered Notes in accordance with the terms of those
            Class A Offered Notes (including the Conditions).

      2.4   ISSUER'S COVENANT TO CLASS A OFFERED NOTEHOLDERS AND THE NOTE
            TRUSTEE

            Subject to the terms of the Master Trust Deed and the Supplementary
            Bond Terms Notice, the Issuer:

            (a)   acknowledges its indebtedness in respect of the Invested
                  Amount of each Class A Note and interest thereon;

            (b)   covenants for the benefit of each Class A Offered Noteholder
                  and the Note Trustee that it will (subject to receiving any
                  directions required under and given in accordance with the
                  Transaction Documents):


                                       10
<PAGE>

                  (1)   make all payments on or in respect of the Class A
                        Offered Notes held by that Class A Offered Noteholder on
                        the applicable Payment Date;

                  (2)   comply with the terms of the Supplementary Bond Terms
                        Notice and the Transaction Documents in which it is a
                        party; and

                  (3)   pay the Outstanding Principal Balance in relation to the
                        Class A Offered Notes held by that Class A Offered
                        Noteholder on the Final Maturity Date and accrued and
                        unpaid interest on the Invested Amount.

      2.5   FOLLOWING EVENT OF DEFAULT

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

                  (1)   by notice in writing to the Issuer, the Manager, the
                        Principal Paying Agent, any other Paying Agents and the
                        Calculation Agent and until such notice is withdrawn,
                        require the Principal Paying Agent, any other Paying
                        Agents and the Calculation Agent either:

                        (A) (i)  to act as Principal Paying Agent and Paying
                                 Agents and Calculation Agent respectively of
                                 the Note Trustee in relation to payments to
                                 be made by or on behalf of the Note Trustee
                                 under the provisions of this deed on the
                                 terms of this deed, except that the Note
                                 Trustee's liability 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 terms
                                 of the Note Trust and which is available to
                                 be applied by the Note Trustee under this
                                 deed; and

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

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

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

            (b)   The payment by the Issuer of its payment obligations on each
                  applicable Payment Date under the Supplementary Bond Terms
                  Notice and the


                                       11
<PAGE>

                  Conditions to the Note Trust Deed in accordance with clause
                  2.5(a) shall be a good discharge to the Issuer and the Issuer
                  shall not be liable for any act or omission or default of the
                  Note Trustee during the period it is required to make payment
                  to the Note Trustee under clause 2.5(a).

            (c)   The Issuer shall not be liable for any act or omission or
                  default of the Note Trustee during the period it is required
                  to make payments in respect of the Class A Offered Notes to
                  the Note Trustee under clause 2.5(a).

            (d)   At any time whilst an Event of Default is subsisting which has
                  not been waived, if the Calculation Agent for any reason does
                  not determine the Interest Rate or calculate the Interest for
                  a Class A Offered Note, the Note Trustee shall do so and each
                  such determination or calculation shall be deemed to have been
                  made by the Calculation Agent. In doing so, the Note Trustee
                  shall apply the provisions of clause 22, with any necessary
                  consequential amendments, to the extent that, in its opinion,
                  it can do so, and, in all other respects it shall do so in
                  such a manner as it shall deem fair and reasonable in all the
                  circumstances.

            (e)   The Issuer, the Manager, the Note Trustee, the Security
                  Trustee and the Paying Agents may treat a Class A Offered
                  Noteholder as the absolute owner of a Class A Offered Note
                  (whether or not that Class A Offered Note is overdue and
                  despite any notation or notice to the contrary or writing on
                  it or any notice of previous loss or theft of it or of trust
                  or other interest in it) for the purpose of making payment and
                  for all other purposes.

      2.6   REQUIREMENTS OF PAYING AGENTS

            Each Paying Agent agrees with the Note Trustee, subject to the
            provisions of this clause, that it shall:

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

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

      2.7   CERTIFICATION

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

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


                                       12
<PAGE>

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

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

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

      2.8   DETERMINATIONS

            If the Manager does not at any time for any reason determine a
            Principal Entitlement or the Outstanding Principal Balance or the
            Invested Amount applicable to any Class A Offered Notes in
            accordance with Condition 5(h), the Principal Entitlement, the
            Outstanding Principal Balance and the Invested Amount (as the case
            may be) may be determined by the Calculation Agent (or, failing the
            Calculation Agent, the Note Trustee) in accordance with Condition
            5(h) (but based on the information in its possession) and each such
            determination or calculation shall be deemed to have been made by
            the Manager, and neither the Calculation Agent nor the Note Trustee
            shall have any liability in respect thereof other than as a result
            of the fraud, negligence or wilful default of the Calculation Agent
            or the Note Trustee as the case may be.

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

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

      3.1   ISSUE OF BOOK-ENTRY NOTES

            (a)   Each Class of Class A Offered Notes shall, on initial issue be
                  represented by one or more Book-Entry Notes.

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

      3.2   FORM OF BOOK-ENTRY NOTES

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

                  (1)   in the case of Class A[ ] Book-Entry Notes - in part A
                        of schedule 1;

                  (2)   in the case of Class A[ ] Book-Entry Notes which are
                        Temporary Class A[ ] Global Notes - in part B of
                        schedule 1; and

                  (3)   in the case of Class A[ ] Book-Entry Notes which are
                        Permanent Class A[ ] Global Notes - in part C of
                        schedule 1

            (b)   The procedures relating to the exchange, authentication,
                  delivery, surrender, cancellation, presentation, marking up or
                  down of any Book-Entry Note (or part of any Book-Entry Note)
                  and any other matters to be carried out by the relevant
                  parties upon exchange (in whole or part) of any


                                       13
<PAGE>

                  Book-Entry Note shall be made in accordance with the
                  provisions of the relevant terms of the Book-Entry Notes and
                  the normal practice of the Common Depository, the Note
                  Registrar and the rules and procedures of the Clearing Agency
                  from time to time.

            (c)   The Book-Entry Notes shall be in an aggregate principal amount
                  of:

                  (1)   US$[#] for the Class A[ ] Notes; and

                  (2)   (euro)[#] for the Class A[ ] Notes.

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

            (e)   The Class A[ ] Notes upon original issue will be issued in the
                  form of typewritten Class A[ ] Notes representing the Class A[
                  ] Book-Entry Notes. The Class A[ ] Notes upon original issue
                  will be represented by the Temporary Class A[ ] Global Notes.
                  Notwithstanding the foregoing, the Temporary Class A[ ] Global
                  Note (or part of that Temporary Class A[ ] Global Note) will
                  be exchanged for the applicable Permanent Class A[ ] Global
                  Note in accordance with its terms and each relevant Class A[ ]
                  Note in respect of which exchange is made will (subject to
                  clause 3.4) be represented by that Permanent Class A[ ] Global
                  Note (or part of that Permanent Class A[ ] Global Note) for
                  which that exchange was made. The Manager shall, on the date
                  of this deed, deliver or arrange the delivery of, on its
                  behalf to the Principal Paying Agent, as agent for the
                  Clearing Agency, the Class A[ ] Book-Entry Notes and the
                  Temporary Class A[ ] Global Notes. The Book-Entry Notes so
                  issued shall initially be registered on the Note Register in
                  the name of the Common Depository as nominee of the Clearing
                  Agency, and no Class A Noteowner will receive a Definitive
                  Note representing such Class A Noteowner's interest in such
                  Note, except as provided in clause 3.3 or clause 3.4.

            (f)   Whenever a notice or other communication to the Class A
                  Offered Noteholders is required under this deed, unless and
                  until Definitive Notes shall have been issued to a Class A
                  Noteowner pursuant to clause 3.3 or clause 3.4, the Note
                  Trustee shall give all such notices and communications
                  specified herein to be given to Class A Noteowners to the
                  Common Depository, and shall have no obligation to the Class A
                  Noteowners.

            (g)   Unless and until the Definitive Notes have been issued to a
                  Class A Noteowner pursuant to clause 3.3 or clause 3.4:

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


                                       14
<PAGE>

                  (2)   the Note Registrar, the Issuer, the Manager, the
                        Security Trustee, each Paying Agent and the Note Trustee
                        shall be entitled to deal with the Clearing Agency for
                        all purposes of this deed (including the payment of
                        principal of and interest on the Class A Offered Notes
                        and the giving of instructions, notices or directions
                        hereunder) as the sole holder of the Class A Offered
                        Notes, and shall have no obligation to any Class A
                        Noteowners and none of the Note Registrar, the Issuer,
                        the Manager, each Paying Agent, and the Note Trustee or
                        the Security Trustee will be affected by notice to the
                        contrary;

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

                  (4)   the rights of Class A Noteowners shall be exercised only
                        through the Clearing Agency and shall be limited to
                        those established by law and agreements between such
                        Class A Noteowners and the Clearing Agency and/or the
                        Clearing Agency Participants. In respect of Class A[ ]
                        Notes, pursuant to the Note Depository Agreement, unless
                        and until Class A[ ] Definitive Notes are issued
                        pursuant to clause 3.3, the initial Clearing Agency will
                        make book-entry transfers among the Clearing Agency
                        Participants and receive and transmit payments of
                        principal and interest on the Class A[ ] Notes to such
                        Clearing Agency Participants. and in respect of Class A[
                        ] Notes, unless and until Class A[ ] Definitive Notes
                        are issued pursuant to clause 3.4, the initial Clearing
                        Agency will make book-entry transfers among the Clearing
                        Agency Participants and receive and transmit payments of
                        principal and interest on the Class A[ ] Notes to such
                        Clearing Agency Participants; and

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

      3.3   DEFINITIVE NOTES - CLASS A[ ] NOTES

            In respect of Class A[ ] Book-Entry Notes, if:

            (a)   the Principal Paying Agent advises the Manager in writing that
                  the Clearing Agency is no longer willing or able to discharge
                  properly its responsibilities as depository for the Class A[ ]
                  Notes and the Manager is not able to locate a qualified
                  successor;

            (b)   the Issuer, at the direction of the Manager (at the Manager's
                  option) advises the Principal Paying Agent in writing that it
                  elects to terminate the book-entry system through the Clearing
                  Agency in respect of the Class A[ ] Notes; or


                                       15
<PAGE>

            (c)   after the occurrence of an Event of Default, the Note Trustee,
                  at the written direction of Class A[ ] Noteholders holding a
                  majority of the aggregate Outstanding Principal Balance of the
                  Class A[ ] Notes advises the Issuer and the Principal Paying
                  Agent that the continuation of a book entry system is no
                  longer in the best interests of the Class A[ ] Noteowners,

            then the Principal Paying Agent must within 30 days of such event
            instruct the Clearing Agency to notify all of the appropriate Class
            A[ ] Noteowners of the occurrence of any such event and of the
            availability of Class A[ ] Definitive Notes. Upon the surrender of
            the Class A[ ] Book-Entry Notes to the Issuer by the Clearing
            Agency, and the delivery by the Clearing Agency of the relevant
            registration instructions to the Issuer, the Issuer (with the
            assistance of the Manager) shall execute and procure the Principal
            Paying Agent to authenticate the Class A[ ] Definitive Notes in
            accordance with the instructions of the Clearing Agency. The Class
            A[ ] Definitive Notes will be serially numbered and shall be
            typewritten, printed, lithographed or engraved or produced by any
            combination of these methods (with or without steel engraved
            borders).

            None of the Note Registrar, the Paying Agents, the Note Trustee or
            the Issuer shall be liable for any delay in delivery of such
            instructions and may conclusively rely on, and shall be protected in
            relying on, such instructions.

      3.4   DEFINITIVE NOTES - CLASS A[ ] NOTES

            (a)   In respect of Class A[ ] Book-Entry Notes that are Permanent
                  Class A[ ] Global Notes, if:

                  (1)   that Permanent Class A[ ] Global Note becomes
                        immediately due and repayable by reason of the
                        occurrence of an Event of Default;

                  (2)   either Euroclear or Clearstream, Luxembourg is closed
                        for business for a continuous period of 14 days (other
                        than by reason of holiday, statutory or otherwise) or
                        announces an intention permanently to cease business; or

                  (3)   as the result of any amendment to, or change in, the
                        laws or regulations of any jurisdiction or any body
                        politic, or government in any jurisdiction, or any
                        minister, department, office, commission,
                        instrumentality, agency, board, authority or
                        organisation of any government or any corporation owned
                        or controlled by any government having power to tax or
                        in the interpretation by a revenue authority or a court
                        of, or in the administration of, laws or regulations
                        relating to taxation which becomes effective on or after
                        the first Bond Issue Date, the Issuer or any Paying
                        Agent is or will be required to make any deduction or
                        withholding from any payment in respect of any of the
                        relevant Class A[ ] Notes which would not be required
                        were those Class A[ ] Notes in definitive form,

                  then the Issuer (with the assistance of the Manager) shall
                  (but subject to clause 3.4(c)), within 30 days of becoming
                  aware of the occurrence of the relevant event, but not prior
                  to 40 days after the Bond Issue Date issue Class A[ ]
                  Definitive Notes in exchange for the whole of the outstanding
                  interest in that Permanent Class A[ ] Global Note.


                                       16
<PAGE>

                  (b)   The procedures to be carried out by the relevant parties
                        on an exchange under this clause shall be made in
                        accordance with the provisions of the terms of a
                        Permanent Class A[ ] Global Note in respect of which
                        exchange is to be made and the normal practice of the
                        Common Depository, the Principal Paying Agent, and the
                        rules and procedures of the relevant Clearing Agency
                        from time to time.

                  (c)   Despite clause 3.4(b), the Issuer is not obliged to
                        issue Class A[ ] Definitive Notes until the later of:

                        (1)   the expiry of 40 days after the later of the first
                              Bond Issue Date and the date on which the relevant
                              Class A[ ] Notes are first offered to persons
                              other than distributors in reliance on Regulation
                              S of the Securities Act (provided certification of
                              non-US beneficial ownership by the relevant
                              Noteholder is received by Euroclear or
                              Clearstream, Luxembourg); and

                        (2)   30 days after it becomes aware of the occurrence
                              of the relevant event or request in clause 3.4(a).

                  (d)   All Class A[ ] Definitive Notes shall be held by the
                        Principal Paying Agent and shall not be delivered to the
                        relevant Class A[ ] Noteholders until requested to be so
                        delivered by the relevant Class A[ ] Noteholders. The
                        relevant Permanent Class A[ ] Global Note shall be
                        marked-down in respect of those Class A[ ] Definitive
                        Notes which are so delivered as appropriate in
                        accordance with this clause.

                  (e)   No Class A[ ] Definitive Note shall be delivered in the
                        United States of America.

                  (f)   Each Class A[ ] Definitive Note shall be in the form or
                        substantially in the form set out in schedule 5.

      3.5   STAMP AND OTHER TAXES

            The Manager will pay any stamp and other duties and Taxes (other
            than income tax or any similar tax on net income) payable in
            Australia, the United Kingdom, the Republic of Ireland or the United
            States on or in connection with:

            (a)   the execution, delivery and performance of the Transaction
                  Documents or any other payment, receipt or other transaction
                  contemplated by the Transaction Documents;

            (b)   the constitution and original issue and delivery of the Class
                  A Offered 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 A
                  Noteowner to enforce or to resolve any doubts concerning, or
                  for any other purpose in relation to, the provisions of the
                  Class A Offered Notes or the Transaction Documents.

            The Manager must indemnify and keep indemnified the Note Trustee,
            the Paying Agent, the Calculation Agent, the Note Registrar, the
            Issuer and the Security Trustee against any loss or liability
            incurred or suffered by those parties as a result of any delay or
            failure by the Manager to pay any such stamp and other duties and
            Taxes.


                                       17
<PAGE>

      3.6   INDEMNITY FOR NON-ISSUE

            If the Issuer is required to issue, or procure the issue of,
            Definitive Notes following an event specified in clause 3.3(a) or
            clause 3.4(a), (and all conditions precedent to such issue have been
            satisfied) but fails to do so within 30 days of delivery to the
            Issuer of the Book-Entry Notes in accordance with clause 3.3 or
            clause 3.4 then the Issuer shall (subject to clause 45) indemnify
            the Note Trustee and the Class A Offered Noteholders and keep them
            indemnified, against any loss or damage incurred by any of them if
            the amount received by the Note Trustee and the Class A Offered
            Noteholders is less than the amount that would have been received
            had Definitive Notes been issued within the 30 days referred to in
            this clause 3.6. If the Issuer breaches its obligations under clause
            3.3, or clause 3.4, it is acknowledged and agreed that damages alone
            will not be an adequate remedy for such a breach and that, in
            addition to any other rights they may have, the Note Trustee and the
            Class A Offered Noteholders are entitled to sue the Issuer for
            specific performance, injunctive relief or other equitable relief to
            enforce the Issuer's obligations under clause 3.3 or clause 3.4. The
            Manager must promptly advise the Issuer if it becomes actually aware
            of the occurrence of the relevant event and the Issuer shall
            promptly notify the Note Trustee of the relevant event.

      3.7   NOTE REGISTER AND NOTE REGISTRAR

            (a)   The Note Registrar, on behalf of the Issuer, shall keep or
                  cause to be kept the Note Register and the Note Registrar will
                  be responsible for registering Notes and transfers of Class A
                  Offered Notes as herein provided. The Issuer may, with the
                  consent of the Note Trustee, appoint another person as Note
                  Registrar. Upon any resignation or removal of any Note
                  Registrar under this deed, the Issuer with the assistance of
                  and at the direction of, the Manager shall promptly appoint a
                  successor or, if it elects not to make such an appointment,
                  assume the duties of the Note Registrar.

            (b)   Upon surrender for registration of transfer of any Class A
                  Note to the Note Registrar, (and, in the case of a Class A[ ]
                  Note, if the requirements of Section 8-401(a) of the Uniform
                  Commercial Code of New York (the UCC) are met), the Issuer
                  shall, at the direction of the Manager, execute and upon its
                  written request the Principal Paying Agent shall authenticate
                  and the Class A Offered Noteholder shall obtain from the Note
                  Trustee, in the name of the designated transferee or
                  transferees, one or more new Class A Offered Notes, in any
                  authorised denominations, of the same class and a like
                  aggregate principal amount. The Issuer shall be entitled to
                  rely on any direction given by the Manager under this clause
                  and shall not be under any obligation to investigate or query
                  any such direction.

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


                                       18
<PAGE>

                  Noteholder making the exchange is entitled to receive. The
                  Issuer shall be entitled to rely on any direction given by the
                  Manager under this clause and shall not be under any
                  obligation to investigate or query any such direction.

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

                  (1)   duly endorsed by, or be accompanied by a written
                        instrument of transfer in a form satisfactory to the
                        Note Registrar duly executed by, the Class A Offered
                        Noteholder thereof or such Class A Offered Noteholder's
                        attorney duly authorised in writing, with such signature
                        guaranteed by an "eligible guarantor institution"
                        meeting the requirements of the Note Registrar which
                        requirements include membership or participation of
                        Securities Transfer Agents SMHL Global 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

                  (2)   accompanied by such other documents as the Note
                        Registrar may require.

            (e)   No service charge shall be made to a Class A Offered
                  Noteholder for any registration of transfer or exchange of
                  Class A Offered Notes, but the Note Registrar may require
                  payment of a sum sufficient to cover any Tax or other
                  governmental charge that may be imposed in connection with any
                  registration of transfer or exchange of Class A Offered Notes.

            (f)   The preceding provisions of this clause 3.7 notwithstanding,
                  the Issuer shall not be required to make and the Note
                  Registrar need not register transfers or exchanges of Class A
                  Offered Notes, nor the Principal Paying Agent be required to
                  authenticate any Class A Offered Notes selected for redemption
                  for a period of 30 days preceding the due date for any payment
                  with respect to the Class A Offered Note.

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

4     COVENANT OF COMPLIANCE

            (a)   The Issuer and the Manager covenant with the Note Trustee that
                  they will comply with and perform and observe all material
                  provisions of the Class A Offered Notes and Transaction
                  Documents which are expressed to be binding on them
                  respectively for the benefit of the Note Trustee or any Class
                  A Offered Noteholder.

            (b)   The Transaction Documents and the Conditions shall be binding
                  on the Issuer, the Note Trustee and the Class A Offered
                  Noteholders.

            (c)   The Note Trustee (or the Class A Offered Noteholders, under
                  clause 6.5, as the case may be) is entitled to enforce the
                  obligations of the Issuer under the Class A Offered Notes and
                  the Conditions as if the same were set out and contained in
                  this deed (which shall be read and construed as one document
                  with the Notes). The Note Trustee shall hold the benefit of
                  this covenant for itself and the Class A Noteowners according
                  to its and their respective interests.


                                       19
<PAGE>

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

5     CANCELLATION OF CLASS A OFFERED NOTES

      5.1   CANCELLATION

            The Note Registrar shall ensure that all Class A Offered Notes:

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

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

                  shall be cancelled by or on behalf of the Issuer and will
                  execute a certificate and deliver same to the Note Trustee
                  stating:

            (a)   the aggregate Outstanding Principal Balance of Notes which
                  have been redeemed; and

            (c)   the serial numbers of such Notes in definitive form (where
                  applicable).

      5.2   RECORDS

            The Note Registrar shall procure:

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

            (b)   the making available at its Specified Office of such records
                  to the Issuer and the Note Trustee and the Note Registrar on
                  reasonable notice and during business hours promptly following
                  the Note Trustee's request or the Issuer's request for the
                  same.

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

6     ENFORCEMENT

      6.1   ACTIONS FOLLOWING EVENT OF DEFAULT

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

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

            (b)   enforce the security created under the Security Trust Deed
                  (including anything set out in clause 7.2 of the Security
                  Trust Deed); and

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


                                       20
<PAGE>

      6.2   EVIDENCE OF DEFAULT

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

      6.3   NOTE TRUSTEE MUST RECEIVE INDEMNITY

            If:

            (a)   the Note Trustee convenes a meeting of the Class A Offered
                  Noteholders, or is required by the Class A Offered Noteholders
                  to take any action under this Deed, and advises them that the
                  Note Trustee will not act in relation to any matter
                  contemplated by this deed unless it is personally indemnified
                  by the Class A Offered Noteholders (other than the Note
                  Trustee) to its reasonable satisfaction against all actions,
                  proceedings, claims and demands to which it may render itself
                  liable, and all costs, charges, damages and expenses which it
                  may incur, in relation to any matter contemplated by this deed
                  and put in funds to the extent to which it may become liable
                  (including costs and expenses); and

            (b)   the Class A Offered Noteholders refuse to grant the requested
                  indemnity and put the Note Trustee in funds,

                  then the Note Trustee will not be obliged to act in relation
                  to such matter.

                  In those circumstances, the Class A Offered Noteholders may
                  exercise such powers as they determine by Extraordinary
                  Resolution.

      6.4   RESTRICTIONS ON ENFORCEMENT

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

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

            (b)   the Note Trustee is of the opinion, reached after considering
                  at any time and from time to time the advice of a merchant
                  bank or other financial adviser selected by the Note Trustee
                  (the cost of which advice shall be an Expense incurred by the
                  Note Trustee under the Transaction Documents), that the cash
                  flow receivable by the Issuer (or the Security Trustee under
                  the Security Trust Deed) will not (or that there is a
                  significant risk that it will not) be sufficient, having
                  regard to any other relevant actual, contingent or prospective
                  liabilities of the Issuer, to discharge in full in due course
                  all the amounts referred to in clause 6.4(a) relating to the
                  Securitisation Fund; or


                                       21
<PAGE>

            (c)   the Note Trustee is so directed by the holders of at least 75%
                  of the aggregate Invested Amount of the Class A Offered Notes
                  calculated and expressed in the A$ Equivalent.

      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 14
            days and such failure is continuing, any of the Class A Offered
            Noteholders may do so, but then only if and to the extent the Class
            A Offered Noteholders are able to do so under the Transaction
            Documents.

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

7     PROCEEDINGS

      7.1   ACTING ONLY ON DIRECTION

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

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

      7.2   SECURITY TRUSTEE ACTING

            (a)   Only the Security Trustee may enforce the provisions of the
                  Security Trust Deed and neither the Note Trustee nor any
                  holder of a Class A Offered Note is entitled to proceed
                  directly against the Issuer to enforce the performance of any
                  of the provisions of the Security Trust Deed or of the Class A
                  Offered Notes (including the Conditions), provided that if the
                  Security Trustee having become bound to take steps and/or to
                  proceed under the Security Trust Deed, fails to do so within a
                  reasonable time and such failure is continuing, the Note
                  Trustee and/or Class A Offered Noteholders (if entitled under
                  clause 6.5 to act in place of the Note Trustee) may proceed
                  directly against the Issuer to the extent permitted under the
                  Transaction Documents.

            (b)   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


                                       22
<PAGE>

                  Trustee pursuant to this deed or pursuant 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 would not incur any personal liability in
                  doing so, and the Security Trustee shall not be liable for all
                  direct and indirect costs, expenses, losses, damages,
                  liabilities or actions arising or resulting from any action or
                  conduct undertaken or not taken by the Security Trustee or its
                  officers, employees or agents as a consequence of following
                  those directions.

      7.3   NOTE TRUSTEE ALONE ENTITLED TO ACT

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

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

            (b)   enforce the provisions of,

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

      7.4   AVAILABLE AMOUNTS

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

            (a)   the Issuer 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
                  Supplementary Bond Terms Notice; or

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

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

      7.5   NO OBLIGATION TO ENSURE COMPLIANCE

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


                                       23
<PAGE>

7.6      CONFLICT OF INTERESTS

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

7.7      NOTE TRUSTEE MAY ENFORCE

            The Note Trustee has the power, subject to clause 45:

            (a)   (ENFORCE FOLLOWING DEFAULT): in the event of a default in
                  repayment of the principal or payment of interest by the
                  Issuer in respect of any Class A Offered Note when and as the
                  same shall become due and payable, which default has continued
                  for a period of 10 days, to recover judgement, in its own name
                  and as trustee for the Class A Offered Noteholders, against
                  the Issuer for the whole amount of such principal and interest
                  remaining unpaid; and

            (b)   (FILE PROOFS): to file such proofs of claim and other payments
                  or documents as may be necessary or advisable in order to have
                  the claims of the Note Trustee and the Class A Offered
                  Noteholders allowed in any judicial proceedings in relation to
                  the Issuer; and

            (c)   (ENFORCE RIGHTS): if an Event of Default occurs and is
                  subsisting, to proceed, to protect and enforce its right and
                  the rights of the Class A Offered Noteholders by such
                  appropriate judicial proceedings as the Note Trustee deems
                  most effectual to protect and enforce any such rights, whether
                  for the performance of any provision of this deed or in aid of
                  the exercise of any power under this deed or to enforce any
                  other proper remedy;

                  but nothing in this clause 7.7 is to be construed as requiring
                  the Note Trustee to take any such action unless it has been
                  directed to do so by the holders of at least 75% of the
                  aggregate Invested Amount of the Class A Offered Notes
                  calculated and expressed in the A$ Equivalent and has been
                  indemnified or put in funds to its satisfaction by the Class A
                  Offered Noteholders against any liability that it may incur as
                  a result of taking such action.

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

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

8     NOTICE OF PAYMENT

            The Principal Paying Agent shall give notice to the Class A Offered
            Noteholders in accordance with Condition 12 of the day fixed for any
            payment to them of amounts received by the Note Trustee under clause
            12 of the Security Trust Deed. Those payments may be made in
            accordance with Condition 6 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.


                                       24
<PAGE>

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

9     INVESTMENT BY NOTE TRUSTEE

            Any amount which, under the Note Trust ought to or may be invested
            by the Note Trustee, may be invested in the name or under the
            control of the Note Trustee at the written direction of the Manager
            in any Authorised Investments. The Note Trustee shall not be liable
            for the selection of investments or for investment losses incurred
            thereon in the absence of fraud, negligence or wilful default on its
            part.

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

10    PARTIAL PAYMENTS

            In the case of Definitive Notes, on any payment of amounts received
            by the Note Trustee under clause 12 of the Security Trust Deed
            (other than the payment in full against surrender of a Definitive
            Note), the Definitive Note in respect of which such payment is made
            shall be produced to the Note Trustee or the Paying Agent by or
            through whom such payment is made and the Note Trustee shall, or
            shall cause the Paying Agent to, enface on the Definitive Note a
            memorandum of the amount and the date of payment, but the Note
            Trustee may in any particular case dispense with that production and
            enfacement upon the Issuer certifying to the Note Trustee that an
            indemnity has been given to the Issuer by the recipient of the
            payment as the Issuer considers sufficient and the Note Trustee
            shall be entitled to rely on such certification.

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

11    COVENANTS BY THE ISSUER AND MANAGER

      11.1  UNDERTAKINGS

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

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

            (b)   (TRANSACTION DOCUMENTS)

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

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

                  (3)   It shall not amend any Transaction Document in so far as
                        any such amendment affects or relates to the
                        Securitisation Fund without the prior consent of the
                        Note Trustee, other than in the circumstances
                        contemplated in clause 35.1.

            (c)   (ASSISTANCE) It will provide to the Note Trustee such
                  information, copies of any accounting records and other
                  documents, statements and reports required to be maintained
                  by, or that are otherwise in the possession of, the


                                       25
<PAGE>

                  Issuer or the Manager, as the case may be in relation to the
                  Fund, as the Note Trustee may reasonably require to enable the
                  Note Trustee to perform its duties and functions under this
                  deed.

            (d)   (NOTIFY EVENTS OF DEFAULT)

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

                  (2)   In addition to its obligations under clause 11.1(d)(1),
                        the Manager will confirm to the Note Trustee in an
                        Officer's Certificate, to be provided on each
                        anniversary of this deed:

                        (A)   whether or not the Manager is aware that any Event
                              of Default, Trustee's Default or Manager's Default
                              has occurred and give reasonable details of that
                              event; and

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

            (e)   (MAINTENANCE OF OFFICE OR AGENCY) The Manager on behalf of the
                  Issuer will maintain in the Borough of Manhattan, The City of
                  New York, United States of America, an office or agency where
                  Class A[ ] Notes which are Class A[ ] Definitive Notes may be
                  surrendered for registration of transfer or exchange and will
                  maintain in London, United Kingdom, an office or agency where
                  Class A[ ] Notes which are Class A[ ] Definitive Notes may be
                  surrendered for registration of transfer or exchange. The
                  Issuer hereby initially appoints the Note Registrar to serve
                  as its agent for the foregoing purposes in respect of the
                  Class A Offered Notes. The Manager will give prompt written
                  notice to the Note Trustee of the location, and of any change
                  in the location, of any such office or agency. If at any time
                  the Issuer 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 Issuer hereby
                  appoints the Note Trustee as its agent to receive all such
                  surrenders. The Note Registrar and the Note Trustee shall act
                  solely for, and as agent of, the Issuer and shall not have any
                  obligations towards or relationship or agency or trust with
                  any other person in respect of its appointment under this
                  clause 11.1(e).

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

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

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

                  (2)   any change to any Paying Agent's Paying Office; or


                                       26
<PAGE>

                  (3)   any change to the Calculation Agent's Specified Office.

            (h)   (ANNUAL FINANCIAL STATEMENTS) In the case of the Manager only,
                  it will deliver to the Note Trustee, within 180 days after the
                  end of each fiscal year of the Securitisation Fund (the first
                  such fiscal year commencing on [#]), the financial statements
                  of the Securitisation Fund. Such statements shall be audited
                  by the Issuer's Auditors and shall be prepared in such form as
                  will comply with all relevant legal and accounting
                  requirements.

            (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 A Offered Noteholders in
                  accordance with Condition 12.

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

                  (1)   a review of the activities of the Issuer in respect of
                        the Securitisation Fund 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

                  (2)   to the best of the knowledge of the Signatory, based on
                        the review referred to in clause 11.1(j)(1), the Issuer
                        has complied with all conditions and covenants under the
                        Transaction Documents throughout the relevant year, or,
                        if there has been a default in the compliance of any
                        such condition or covenant, specifying each such default
                        known to the Signatory of the nature and status of the
                        default.

                  For the purposes of this clause 11.1(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 Manager
                  shall furnish to the Note Trustee an Opinion of Counsel (who
                  may be counsel for the Manager) 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 [#], the Issuer (or the Manager on its behalf) shall
                  furnish to the Note Trustee an Opinion of Counsel (who may be
                  counsel for the Issuer) 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.


                                       27
<PAGE>

            (l)   In addition, the Issuer shall procure that an Opinion of
                  Counsel is provided by its counsel as to the due validity and
                  enforceability of the Transaction Documents against the Issuer
                  and the Security Trustee.

            (m)   (NOTEHOLDERS REPORT)

                  (1)   The Manager shall deliver to the Issuer, the Note
                        Trustee and the Principal Paying Agent by not later than
                        two Banking Days prior to each Monthly Payment Date the
                        Noteholders Report for the related Monthly Calculation
                        Period, with written instructions for the Note Trustee
                        and the Principal Paying Agent to forward the
                        Noteholders Report to each Class A Offered Noteholder.

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

            (n)   (CHANGE OF MANAGER) It will, in the case of the Issuer only,
                  promptly notify the Note Trustee of any retirement or
                  replacement of the Manager pursuant to clause 14 of the Master
                  Trust Deed and of the appointment of a replacement Manager.

            (o)   (TRANSACTION DOCUMENTS) It will, in the case of the Manager
                  only, provide to the Note Trustee, on or prior to the issue of
                  any of the Class A Offered Notes (ISSUE DATE), one copy of
                  each Transaction Document as at that Issue Date and provide to
                  the Note Trustee a copy of each Transaction Document which is
                  material to the interests of the Note Trustee and the
                  Noteholders executed after that Issue Date promptly after its
                  execution.

            (p)   (PAYING AGENTS) The Manager will ensure that each Paying Agent
                  agrees, as a term of its appointment, to hold on account for
                  the benefit of the Class A Offered Noteholders or the Note
                  Trustee all sums held by such Paying Agent for the payment of
                  the principal of or interest on the Class A Offered Notes and
                  to promptly give to the Note Trustee notice of any default by
                  the Issuer (without regard to any grace period) in the making
                  of any such payment.

            (q)   (LISTING OF CLASS A[ ] NOTES) The Manager will procure that
                  the Class A[ ] Notes are listed on the Irish Stock Exchange
                  upon issue and will use reasonable endeavours to ensure
                  compliance by the Issuer with the continuing obligations
                  arising under the rules and requirements of the Irish Stock
                  Exchange for so long as the Class A[ ] Notes are listed on the
                  Irish Stock Exchange and the rules of the Irish Stock Exchange
                  so require.

            (r)   (INFORMATION TO IRISH STOCK EXCHANGE) The Manager will provide
                  to the Irish Stock Exchange all information required because
                  of the rules and requirements of the Irish Stock Exchange for
                  so long as the Class A[ ] Notes are listed on the Irish Stock
                  Exchange and the rules of the Irish Stock Exchange so require.

      11.2  REPRESENTATIONS AND WARRANTIES

            The Issuer and the Manager hereby confirm for the benefit of the
            Note Trustee and the Class A Offered Noteholders the representations
            and warranties provided by each of them under clause 5.1 and 5.2
            respectively of the Security Trust Deed. For the purposes of this
            warranty, all references in clauses 5.1 and 5.2 of the Security
            Trust Deed to "this deed" shall refer to the Note Trust Deed.


                                       28
<PAGE>

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

12    REMUNERATION OF NOTE TRUSTEE, PRINCIPAL PAYING AGENT, CALCULATION AGENT
      AND NOTE REGISTRAR

      12.1  FEE

            The Issuer, in its personal capacity and not as trustee of the
            Securitisation Fund, shall pay to the Note Trustee, the Principal
            Paying Agent, the Irish Paying Agent, the Calculation Agent and the
            Note Registrar the respective fees agreed between them.

      12.2  ADDITIONAL REMUNERATION

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

            In the event of the Note Trustee, the Issuer and the Manager failing
            to agree on such additional remuneration, such remuneration shall be
            determined by a merchant or investment bank (acting as an expert and
            not as an arbitrator) selected by the Note Trustee and approved by
            the Manager or, failing such approval, nominated (on the application
            of the Note Trustee or the Manager) by the President for the time
            being of the Law Society of New South Wales the expenses involved in
            such nomination and the fees of such merchant or investment bank
            being paid by the Issuer (which payments are an Expense for the
            purposes of the Master Trust Deed) and the determination of any such
            merchant or investment bank shall be final and binding upon the Note
            Trustee, the Manager and the Issuer and shall be payable by the
            Issuer to the Note Trustee.

            Any fee payable under this clause 12.2 and the Issuer's share of any
            costs payable to any expert in accordance with this clause 12.2
            shall be an Expense as defined in the Master Trust Deed.

      12.3  COSTS, EXPENSES

            (a)   Subject to clause 50.8, the Issuer shall also reimburse, pay
                  or discharge all reasonable costs, charges, liabilities and
                  expenses and any stamp and other Taxes (other than income tax)
                  or duties incurred by the Note Trustee (or the Class A Offered
                  Noteholders acting under clause 6.5 (as the case may be)), the
                  Irish Paying Agent, each other Paying Agent, the Calculation
                  Agent and the Note Registrar in connection with properly
                  undertaking its duties under the Transaction Documents and in
                  connection with any legal proceedings brought by the Note
                  Trustee (or the Class A Offered Noteholders acting under
                  clause 6.5 (as the case may be)), the Irish Paying Agent, each
                  other Paying Agent, the Calculation Agent or the Note
                  Registrar to enforce any obligation under this deed or the
                  Class A Offered Notes or any other Transaction Documents.
                  Without limiting any right of indemnity available by law to
                  the Note Trustee, the Note Trustee is entitled to be
                  indemnified from the Securitisation Fund for and against all
                  such costs, charges, liabilities and expenses and any stamp
                  and other taxes


                                       29
<PAGE>

                  (other than income tax) or duties. The Note Trustee, the Irish
                  Paying Agent, each other Paying Agent, the Calculation Agent
                  and the Note Registrar shall not be reimbursed for any
                  overhead or general operating expenses which it incurs.

            (b)   Without prejudice to the right of indemnity by law given to
                  trustees, to the extent the Issuer is itself entitled to be
                  indemnified, and subject to clause 45, the Issuer indemnifies
                  the Note Trustee (or the Class A Offered 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 Note Trust or of
                  their powers or in respect of any matter or thing done or
                  omitted in any way relating to this deed (other than arising
                  from any fraud, negligence or wilful default by the Note
                  Trustee or that person).

      12.4  OVERDUE RATE

            All sums payable by the Issuer under clauses 12, 29, 47 and 50.8
            shall be payable by the Issuer on the next Payment Date in the order
            set out in the Supplementary Bond Terms Notice or (if applicable)
            the Security Trust Deed and shall carry interest at the rate of
            LIBOR plus 2% from the due date. Any amount payable shall carry
            interest at that rate from the due date to the date of actual
            payment.

      12.5  CONTINUING OBLIGATION

            Unless otherwise specifically stated in any discharge relating to
            this deed, the provisions of this clause 12 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 39.

      12.6  GOODS AND SERVICES TAX (GST)

            (a)   Subject to clause 12.6(b), all amounts referred to in this
                  deed which are relevant in determining a payment to be made by
                  one party to another are exclusive of GST unless specifically
                  indicated otherwise.

            (b)   If a party to this agreement is entitled to be indemnified or
                  reimbursed for any cost or expense incurred by that party,
                  then the indemnity or reimbursement will be calculated by
                  reference to the GST-exclusive amount of that cost or expense,
                  increased by an amount equal to that part of the cost or
                  expense for which the party is not entitled to an input tax
                  credit but would be if it were entitled to a full input tax
                  credit. For the avoidance of doubt, the amount calculated
                  under this clause 12.6(b) is a GST-exclusive amount.

            (c)   If GST is levied or imposed on a supplier in respect of any
                  supply made under or in connection with this deed for which
                  the consideration is a monetary payment, then the
                  consideration provided for that supply is increased by an
                  amount equal to the consideration multiplied by the rate at
                  which that GST is levied or imposed. This additional amount is
                  payable to the party with the liability to remit GST in the
                  manner and at the time when the consideration to which it
                  relates is payable. For the avoidance of


                                       30
<PAGE>

                  doubt, if GST is levied or imposed on the recipient of a
                  supply under or in connection with this deed, then no
                  additional amount is payable under this clause 12.6(c).

                  If an amount of consideration for a supply is denominated in a
                  currency other than Australian dollars, then the increase in
                  the consideration calculated under clause 12.6(c) will be
                  payable in the same currency as the consideration to which it
                  relates.

            (d)   The recipient of any consideration for a supply (whether in
                  money or otherwise) must provide to the other part a GST tax
                  invoice (or any other thing required under any legislation) in
                  the form required by the A New Tax System (Goods and Services
                  Tax) Act 1999.

            (e)   Where an "adjustment event", as defined in the A New Tax
                  System (Goods and Services Tax) Act 1999 occurs under this
                  agreement, the parties shall do all things necessary to ensure
                  that the adjustment event may be appropriately recognised,
                  including the issue of an "adjustment note", as that term is
                  defined in that Act.

      12.7  CURRENCY AND VAT

            The above fees and expenses will be paid in United States dollars.
            The Issuer will in addition pay any value added tax which may be
            applicable.

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

13    NOTE TRUSTEE

      13.1  PREFERENTIAL COLLECTION OF CLAIMS AGAINST NOTE TRUSTEE

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

      13.2  DUTIES OF NOTE TRUSTEE

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

            (b)   Except while an Event of Default subsists:

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

                  (2)   in the absence of bad faith on its part, the Note
                        Trustee may conclusively rely, as to the truth of the
                        statements and the correctness of the opinions expressed
                        therein, upon certificates or opinions furnished to the
                        Note Trustee and conforming to the


                                       31
<PAGE>

                        requirements of this deed; however, the Note Trustee
                        shall examine the certificates and opinions to determine
                        whether or not they conform to the requirements of this
                        deed.

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

                  (1)   this paragraph does not limit the effect of paragraph
                        (b) of this clause 13.2; and

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

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

      13.3  OBLIGATIONS OF NOTE TRUSTEE

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

            (b)   If the Note Trustee is entitled under the Master Trust Deed or
                  the Security Trust Deed to vote at any meeting on behalf of
                  Class A Offered Noteholders, the Note Trustee must vote in
                  accordance, where applicable, with the directions of the Class
                  A Offered Noteholders (whether or not solicited and whether or
                  not all Class A Offered Noteholders have provided such
                  directions) and otherwise in its absolute discretion.

      13.4  NOTICE OF DEFAULTS

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

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

      13.5  RIGHTS OF NOTE TRUSTEE

            (a)   The Note Trustee may conclusively rely on any document
                  believed by it to be genuine and to have been signed or
                  presented by the proper person. The Note Trustee need not
                  investigate any fact or matter stated in the document. The
                  Note Trustee is not liable to make good out of its own funds
                  any loss incurred by any person if a signature is forged or
                  otherwise fails to bind the person or persons whose signature
                  it purports to be or on whose behalf it purports to be made
                  unless the Note Trustee has actual notice of such matters.


                                       32
<PAGE>

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

            (c)   No provision of this deed or any other Transaction Document
                  shall require the Note Trustee to expend or risk its own funds
                  or otherwise incur financial liability in the performance of
                  any of its duties hereunder or in the exercise of any of its
                  rights or powers, if it shall have reasonable grounds to
                  believe that repayment of such funds or indemnity satisfactory
                  to it against such risk or liability is not assured to it.
                  Except for the obligations imposed on it under this deed, the
                  Class A Offered Notes or any other Transaction Document, the
                  Note Trustee is not obliged to do or omit to do any thing,
                  including entering into any transaction or incurring any
                  liability unless the Note Trustee's liability, is limited in a
                  manner satisfactory to the Note Trustee in its absolute
                  discretion

            (d)   The Note Trustee shall not be responsible for and makes no
                  representation as to the validity or adequacy of this deed or
                  the Class A Offered Notes or any Transaction Document, shall
                  not be accountable for the Issuer's use of the proceeds from
                  the Class A Offered Notes and shall not be responsible for any
                  statement of the Issuer in this deed or in any document issued
                  in connection with the sale of the Class A Offered Notes or in
                  the Class A Offered Notes and is not liable for any failure to
                  obtain any licence, consent or other authority for the
                  execution, delivery, legality, effectiveness, adequacy,
                  genuineness, validity, performance, enforceability or
                  admissibility in evidence of this deed or any other
                  Transaction Document except in each case with respect to
                  itself or to the extent specifically provided in this deed or
                  such Transaction Document. The Note Trustee is not responsible
                  for recitals, statements, warranties or representations of any
                  party (other than itself) contained in any Transaction
                  Document (and is entitled to assume the accuracy and
                  correctness thereof).

            (e)   The Note Trustee may in relation to this deed act on the
                  advice or opinion of or any information obtained from any
                  lawyer, valuer, accountant, banker, broker, credit-rating
                  agency, lead manager or other expert whether obtained by the
                  Issuer, the Note Trustee, the Manager, the Mortgage Manager or
                  otherwise. The Note Trustee will not be responsible for any
                  loss occasioned by so acting and in reliance on such advice.

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

            (g)   The Note Trustee may call for and shall be at liberty to
                  accept as sufficient evidence of any fact or matter or the
                  expediency of any transaction or thing a certificate signed by
                  two Authorised Signatories of the Issuer 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.


                                       33
<PAGE>

            (h)   The Note Trustee is at liberty to hold or to place this deed
                  and any other documents relating to this deed in any part of
                  the world (other than Australia) with any banker or banking
                  company or company whose business includes undertaking the
                  safe custody of documents or lawyer or firm of lawyers
                  reasonably considered by the Note Trustee to be of good repute
                  and except in the case of fraud, negligence or wilful default
                  (in the case of the Security Trustee) or fraud, negligence,
                  default 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 such holding or placement
                  or of any assets secured by the Security Trust Deed, Charged
                  Property or any deed or documents of title thereto, being
                  uninsured or inadequately insured or being held by or to the
                  order of the Mortgage Manager or any of its affiliates or by
                  clearing organisations or their operators or by any person on
                  behalf of the Note Trustee if chosen in accordance with the
                  Transaction Documents.

            (i)   The Note Trustee shall not be responsible for the receipt or
                  application of the proceeds of the issue of any of the Class A
                  Offered Notes (except to the extent specifically provided in
                  this deed) or any moneys borrowed by the Issuer under any
                  Transaction Document or the transfer or cancellation of any
                  Class A Offered Note or exchange of any Book-Entry Note for
                  any other Book-Entry Note or Definitive Note, as the case may
                  be.

            (j)   Except as otherwise provided in this deed or any other
                  Transaction Documents to which it is a party, the Note Trustee
                  shall not be bound to give notice to any person of the
                  execution of this deed or any of the Transaction Documents or
                  any transaction contemplated hereby or thereby or to take any
                  steps to ascertain whether any Event of Default has happened
                  and, until it has actual knowledge or express notice to the
                  contrary, the Note Trustee is entitled to assume that no Event
                  of Default has happened and that the Issuer and each other
                  party to any Transaction Document is observing and performing
                  all the obligations on its part contained in the Class A
                  Offered 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 and need not inquire whether that is, in fact,
                  the case (but nothing in this clause 13.5(j) is to be
                  construed as limiting the Note Trustee's right to make such
                  inquiries in its discretion, and to exercise its power under
                  this deed to do so).

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


                                       34
<PAGE>

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

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

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

            (o)   Subject to clauses 6.4 and 7.4, the Note Trustee may certify
                  in good faith whether or not any of the events set out in
                  paragraphs (b) to (d) of Condition 9 or any breach under
                  clause 7 of the Security Trust Deed is in its opinion
                  materially prejudicial to the interests of the relevant Class
                  A Offered Noteholders and may certify, in relation to the
                  event set out in paragraph (a) of Condition 9 in relation to
                  any payment of interest on the Class A Offered Notes that the
                  Issuer had, on the due date for payment of the amount of
                  interest in question, sufficient cash to pay, in accordance
                  with the provisions of the Supplementary Bond Terms Notice or
                  the Security Trust Deed, all interest (after payment of all
                  sums which are permitted under the Supplementary Bond Terms
                  Notice or the Security Trust Deed to be paid in priority to or
                  pari passu with them) and that certificate shall be conclusive
                  and binding upon the Issuer and the Class A Offered
                  Noteholders. The Note Trustee shall have no liability to the
                  Issuer, any Class A Offered 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 Issuer
                  and the Class A Offered Noteholders. The Issuer shall pay the
                  Note Trustee's reasonable costs and expenses of providing the
                  certificate at the times specified in the Supplementary Bond
                  Terms Notice.

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


                                       35
<PAGE>

                  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 Issuer
                  and each of the other parties thereto are observing and
                  performing all their respective obligations thereunder.

            (q)   The Note Trustee shall not be bound or concerned to examine or
                  enquire into nor is it 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 Charged Property or any other security or failure to call
                  for delivery of documents of title to the Charged Property or
                  any other security or to require any further assurances in
                  relation to any property or assets comprised in the Charged
                  Property or any other security. The Note Trustee may accept
                  without enquiry, requisition or objection such title as the
                  Issuer may have to the Charged Property or any part thereof
                  from time to time and shall not be bound to investigate or
                  make any enquiry into the title of the Issuer to the Charged
                  Property or any part thereof from time to time.

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

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

            (t)   The Note Trustee has no responsibility whatsoever to the
                  Issuer or any Class A Offered Noteholder as regards any
                  deficiency or additional payment, as the case may be, which
                  might arise because the Note Trustee or the Issuer is subject
                  to any Tax in respect of that payment, the Charged Property,
                  the Security Trust Deed, this 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.

            (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


                                       36
<PAGE>

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

                  (1)   the nature, status, creditworthiness or solvency of any
                        Mortgagor 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 Mortgagor;

                  (2)   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;

                  (3)   the title, ownership, value, sufficiency or existence of
                        any Land, mortgaged property or any Mortgage Insurance
                        Policy;

                  (4)   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;

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

                  (6)   the performance or observance by any Mortgagor 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;

                  (7)   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;

                  (8)   the title of the Issuer to any Mortgage, Loan or other
                        Charged Property;

                  (9)   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;


                                       37
<PAGE>

                  (10)  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);

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

                  (12)  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;

                  (13)  any accounts, books, records or files maintained by any
                        Mortgage Manager, the Issuer, the Manager or any other
                        person in respect of any of the Mortgages or Loans; or

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

            (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 or as a consequence
                  of or in connection with it being held or treated as, or being
                  deemed to be, a creditor, for the purposes of the consumer
                  credit legislation, in respect of any of the Mortgages.

            (x)   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 Issuer, the
                  Manager, any Paying Agent, the Calculation Agent, any
                  Designated Rating Agency or any other credit rating agency in
                  respect of every manner and circumstance for which a
                  certificate is expressly provided for under this deed or in
                  respect of the rating of the Class A Offered 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.

            (y)   In connection with the exercise by it of any trusts, powers,
                  authorities and discretions under this deed or any other
                  Transaction Documents (including, without limitation, any
                  modification, waiver, authorisation or determination), the
                  Note Trustee must where it is required to have regard to the
                  interests of the Class A Offered Noteholders, have regard to
                  the general interests of the Class A Offered Noteholders as a
                  class. The Note


                                       38
<PAGE>

                  Trustee will not incur any liability to any Class A Offered
                  Noteholder as a result of the Note Trustee giving effect to
                  this clause 13.5(y).

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

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

            (bb)  The Note Trustee acknowledges that the Manager is responsible,
                  under the Supplementary Bond Terms Notice, for calculating all
                  amounts referred to in clause 6 of the Supplementary Bond
                  Terms Notice and the Note Trustee has no liability in respect
                  of these calculations.

            (cc)  The Note Trustee shall not be liable to the Issuer or any
                  Noteholder by reason of having accepted as valid or not having
                  rejected any Definitive Note purporting to be such and
                  subsequently found to be forged or not authentic and the Note
                  Trustee may call for and shall be at liberty to accept and
                  place full reliance on, as sufficient evidence of the facts
                  stated therein, a certificate or letter of confirmation
                  certified as true and accurate and signed on behalf of the
                  Clearing Agency or any Common Depository for it or any person
                  as the Note Trustee reasonably considers appropriate, or any
                  form of record made by any of them to the effect that at any
                  particular time or through any particular period any
                  particular person is, was or will be shown in its records as
                  entitled to a particular number of Class A Offered Notes.

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

            (ee)  The Note Trustee will not be responsible for having acted in
                  good faith upon a direction purporting to have been given by
                  the holders of at least 75% of the aggregate Invested Amount
                  of the Class A Offered Notes calculated and expressed in the
                  A$ Equivalent even though it may subsequently be found that
                  for any reason such direction was not valid or binding upon
                  the Note Trustee, other than as a result of fraud, negligence
                  or wilful default.


                                       39
<PAGE>

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

                  (1)   any information, report, balance sheet, profit and loss
                        account, certificate or statement suppled by the Issuer,
                        the Security Trustee or the Manager or by any officer,
                        auditor or solicitor of the Issuer, the Security Trustee
                        or the Manager;

                  (2)   any information or statement provided to it in relation
                        to the Class A Offered Notes, the Class A Offered
                        Noteholders or the Class A Noteowners by the Clearing
                        Agency or its nominee;

                  (3)   all statements (including statements made or given to
                        the best of the maker's knowledge and belief or
                        similarly qualified) contained in any information,
                        report, balance sheet, profit and loss account,
                        certificate or statement given pursuant to or in
                        relation to this deed, the Security Trust Deed, the
                        Master Trust Deed or the Supplementary Bond Terms
                        Notice;

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

                  (5)   notices and other information supplied to the Note
                        Trustee under this deed;

                  save, in each case, when it is actually aware that the
                  information supplied pursuant to clauses 13.5(ff)(1) to (5) is
                  actually incorrect or incomplete.

            (gg)  The Note Trustee may, whenever it thinks it expedient in the
                  interests of the Class A Offered Noteholders, apply to any
                  court for directions in relation to any question of law or
                  fact arising either before or after an Event of Default and
                  assent to or approve any applications of any Class A Offered
                  Noteholder, the Issuer or the Manager.

            (hh)  Subject to this deed, any applicable laws and any duty of
                  confidentiality owed to any other person, the Note Trustee
                  may, for the purpose of meeting its obligations under this
                  Deed, disclose to any Class A Offered Noteholder any
                  confidential, financial or other information made available to
                  the Note Trustee by any person in connection with this deed.

            (ii)  The Note Trustee, as between itself and the Class A Offered
                  Noteholders, has full power to determine (acting reasonably
                  and in good faith) all questions and doubts arising in
                  relation to any of the provisions of this deed and every such
                  determination, whether made upon such a question actually
                  raised or implied in the acts or proceedings of the Note
                  Trustee, will be conclusive and will bind the Note Trustee and
                  the Class A Offered Noteholders.

            (jj)  The Note Trustee is entitled to assume for the purposes of
                  exercising any power, trust, authority, duty or discretion
                  under or in relation to the Class A Offered Notes, this deed
                  or any other Transaction Document, that such exercise will not
                  be materially prejudicial to the interests of the Class A
                  Offered Noteholders if each of the Designated Rating Agencies
                  has


                                       40
<PAGE>

                  confirmed in writing that such exercise will not result in the
                  reduction, qualification or withdrawal of the credit rating
                  then assigned by it to the Class A Offered Notes (but nothing
                  in this clause 13.5(jj) is to be construed as requiring the
                  Note Trustee to obtain such confirmation).

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

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

      13.6  LIMITATION ON NOTE TRUSTEE'S' LIABILITY

            (a)   Notwithstanding any other provision of this deed, the Note
                  Trustee will have no liability under or in connection with
                  this deed or any other Secured Document other than to the
                  extent to which the liability is able to be satisfied out of
                  the property from which the Note Trustee is actually
                  indemnified for the liability. This limitation will not apply
                  to a liability of the Note Trustee to the extent that it is
                  not satisfied because, under this deed or by operation of law,
                  there is a reduction in the extent of the Note Trustee's
                  indemnification as a result of the Note Trustee's fraud,
                  negligence or wilful default.

            (b)   The Note Trustee is not to be under any liability whatsoever
                  for a failure to take any action in respect of any breach by
                  the Issuer of its duties as trustee of the Securitisation Fund
                  of which the Note Trustee is not aware or in respect of any
                  Event of Default of which the Note Trustee is not aware.

      13.7  WILFUL DEFAULT OF THE NOTE TRUSTEE

            For the purposes of this deed the expression "wilful default":

            (a)   in relation to the Note Trustee, means a wilful default of
                  this deed by the Note Trustee;

                  (1)   other than a default which:

                        (A)   arises out of a breach of a Transaction Document
                              by a person other than the Note Trustee or any
                              person referred to in clause 13.7(b) in relation
                              to the Note Trustee;


                                       41
<PAGE>

                        (B)   arises because some other act or omission is a
                              precondition to the relevant act or omission of
                              the Note Trustee, and that other act or omission
                              does not occur;

                        (C)   is in accordance with a lawful court order or
                              direction or is required by law; or

                        (D)   is in accordance with an instruction or direction
                              given to it by any person in circumstances where
                              that person is authorised to do so by any
                              Transaction Document; and

                  (2)   in circumstances where had it not committed that default
                        it would have been entitled to recoupment, reimbursement
                        or a right of indemnity for its costs and expenses (if
                        any) in complying with this deed from the Note Trust.

            (b)   A reference to the "fraud", "negligence" or "wilful default"
                  of the Note Trustee means the fraud, negligence or wilful
                  default of the Note Trustee and of its officers or employees,
                  but not of its agents or delegates, unless the Note Trustee is
                  liable for the acts or omissions of such other person under
                  the terms of this deed.

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

14       NOTE TRUSTEE'S LIABILITY

            Nothing in this deed shall exempt the Note Trustee from or indemnify
            it against any liability in any case in which the Note Trustee has
            failed to show the degree of care and diligence required of it as
            trustee having regard to the provisions of this deed 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 duties, discretions, trusts, powers and
                  authorities vested in the Note Trustee by this deed and that
                  delegation may be made upon any terms and subject to any
                  conditions (including power to sub-delegate) and subject to
                  any regulations as the Note Trustee may in the interests of
                  the Class A Offered Noteholders think fit.

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

            (c)   Notwithstanding any other provision in this clause 15, where
                  the Note Trustee delegates any power to a related body
                  corporate or affiliate, the


                                       42
<PAGE>

                  Note Trustee shall be liable for all acts or omissions of the
                  delegate done or omitted whilst acting in its capacity as
                  such.

            (d)   For the purpose of this clause 15 the following expressions
                  have the following meaning:

                  "related body corporate" has the meaning ascribed thereto in
                  the Corporations Act of Australia;

                  "affiliate" means with respect to any specified person, any
                  other person controlling or controlled by or under common
                  control with such specified person. For the purposes of this
                  definition, "control" when used with respect to any specified
                  person means the power to direct the management and policies
                  of such person, directly or indirectly, whether through the
                  ownership of voting securities, by contract or otherwise, and
                  the terms "controlling" and "controlled" have meanings
                  correlative to the foregoing.

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

16    EMPLOYMENT OF AGENT BY NOTE TRUSTEE

            (a)   The Note Trustee may in the conduct of the Note Trust instead
                  of acting personally employ and pay an agent, whether being a
                  lawyer or other professional person, to transact or conduct or
                  concur in transacting or conducting any business and to do or
                  concur in doing all acts required to be done in connection
                  with the Note Trust.

            (b)   If the Note Trustee exercises reasonable care in the selection
                  of an agent under clause 16(a) and providing the Note Trustee
                  and the agent are not related bodies corporate (as defined in
                  the Corporations Act) or affiliates as defined in clause
                  15(d), the Note Trustee shall not in any way be responsible
                  for any loss incurred by reason of any misconduct or default
                  on the part of that agent or be bound to supervise the
                  proceedings or acts of such person. The Note Trustee must
                  within a reasonable time prior to the employment of any agent
                  give notice of such employment to the Issuer and the
                  Designated Rating Agencies.

            (c)   Notwithstanding any other provision in this clause 16, where
                  the Note Trustee employs, under this clause 16, a related body
                  corporate (as defined in the Corporations Act) or an affiliate
                  as defined in clause 15(d), as agent, the Note Trustee shall
                  be liable for all acts or omissions of the agent done or
                  omitted whilst acting in its capacity as such.

            (d)   Any such agent 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 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 Issuer under clause
                  12.


                                       43
<PAGE>

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

17    NOTE TRUSTEE CONTRACTING WITH ISSUER

            Neither the Note Trustee in its personal or any other capacity, its
            directors or officers or any related body corporate or affiliate (as
            defined in clause 15(d)) or shareholder of the Note Trustee nor any
            director or officer of a corporation acting as a trustee under this
            deed is by reason of its or their fiduciary position only in any way
            precluded from:

            (a)   entering into or being interested in any contract or financial
                  or other transaction or arrangement with the Issuer or any
                  other party to any of the Transaction Documents or any person
                  or body corporate associated with the Issuer including any
                  contract, transaction or arrangement of a banking or insurance
                  nature or any contract, transaction or arrangement in relation
                  to the making of loans or the provision of financial
                  facilities to or the purchase, placing or underwriting of or
                  subscribing or procuring subscriptions for or otherwise
                  acquiring holding or dealing with the Class A Offered Notes or
                  any of them, or any other bonds, stocks, shares, debenture
                  stock, debentures, notes or other securities of the Issuer or
                  any other party to any of the Transaction Documents or any
                  related person or body corporate; or

            (b)   accepting or holding the trusteeship of any other trust deed
                  constituting or securing any other securities issued by or
                  relating to the Issuer 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 Issuer or any other
                  party to any of the Transaction Documents or any related
                  person or body corporate and shall be entitled to retain and
                  shall not be in any way liable to account for any profit made
                  or share of brokerage or commission or remuneration or other
                  benefit received by them or in connection with any of those
                  arrangements.

                  Where any holding company, subsidiary or associated company of
                  the Issuer or any director or officer of the Issuer acting
                  other than in his capacity as such a director or officer has
                  any information, the Issuer shall not thereby be deemed also
                  to have knowledge of such information and, unless it shall
                  have actual knowledge of such information, shall not be
                  responsible for any loss suffered by Noteholders resulting
                  from the Issuer's failing to take such information into
                  account in acting or refraining from acting under or in
                  relation to this deed.

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

18       APPOINTMENT OF PAYING AGENTS

            (a)   Subject to the terms of this deed, the Issuer (acting on the
                  direction of the Manager) appoints the Principal Paying Agent
                  as its principal paying agent, the Irish Paying Agent as its
                  Irish paying agent, and each other Paying Agent as its paying
                  agent, for making payments in respect of the Class A Offered
                  Notes in accordance with this deed and the Conditions at their
                  respective Paying Offices. The Principal Paying Agent, the
                  Irish Paying Agent and each other Paying Agent appointed under
                  this deed accepts that appointment.

            (b)   Except in clause 33 and as the context otherwise requires,
                  references to the Principal Paying Agent are to it acting
                  solely through its Paying Office.


                                       44
<PAGE>

            (c)   If at any time there is more than one Paying Agent, the
                  obligations of the Paying Agents under this deed shall be
                  several and not joint.

            (d)   It is acknowledged and agreed that:

                  (1)   each of the Principal Paying Agent and the other Paying
                        Agents is the agent of the Issuer in its capacity as
                        trustee of the Securitisation Fund only; and

                  (2)   despite anything else in this deed, any other
                        Transaction Document or at law, the Issuer in its
                        personal capacity is not responsible for any act or
                        omission of the Principal Paying Agent or any other
                        Paying Agent.

            (e)   The obligations of the Paying Agent with respect to the Class
                  A[ ] Notes under this agreement are subject to:

                  (1)   the provisions of the EU Tax Directive; and

                  (2)   the "beneficial owner" (as defined in Article 2 of the
                        EU Tax Directive) providing to that Paying Agent such
                        information and documents (if any) required by that
                        Paying Agent in order for it to comply with the EU Tax
                        Directive.

            (f)   The Issuer authorises each Paying Agent to make mandatory
                  disclosures required by the EU Tax Directive to be made to the
                  competent authority of the member state of the European Union
                  of that Paying Agent.

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

19    PAYMENT

      19.1  PAYMENT BY ISSUER

            The Issuer shall, with the assistance of and, at the direction of
            the Manager, not later than 10.00am (New York time) in the case of
            the Class A[ ] Notes or 10.00am (London time) in the case of the
            Class A[ ] Notes on each Payment Date, pay to or to the order of, or
            procure the transfer to a non interest bearing trust account or
            accounts in the name of the Issuer as notified by the Principal
            Paying Agent to the Issuer and the Note Trustee in same day funds
            the amount in the Relevant Class A Currency as may be required
            (after taking account of any cash then held by the Principal Paying
            Agent and available for the purpose) to be made on each Class of
            Class A Offered Notes on that Payment Date under the Supplementary
            Bond Terms Notice and the Conditions.

      19.2  CONFIRMATION

            Not later than 4.00 pm (Sydney time) on each Determination Date, the
            Manager shall notify, or procure notification to, the Principal
            Paying Agent and the Note Trustee of the amount of interest or
            principal payable in respect of each Class of Class A Offered Notes
            on the Payment Date following that Determination Date.

      19.3  PAYMENTS BY PAYING AGENTS

            Subject to payment being duly made as provided in clause 19.1 (or to
            the Principal Paying Agent otherwise being satisfied that the
            payment will be duly made on the due date), and subject to clause
            23, the Paying Agents shall pay or


                                       45
<PAGE>

            cause to be paid on behalf of the Issuer on each relevant Payment
            Date the relevant amounts of principal and interest due in respect
            of each Class of the Class A Offered Notes in accordance with the
            Supplementary Bond Terms Notice and the Conditions.

      19.4  METHOD OF PAYMENT - BOOK-ENTRY NOTES

            The Principal Paying Agent shall cause all payments of principal or
            interest (as the case may be) due in respect of each Class of Class
            A Offered Notes represented by a Book-Entry Note to be made to the
            Common Depository.

      19.5  METHOD OF PAYMENT - DEFINITIVE NOTES

            Payments of principal and interest on the Definitive Notes, if any,
            shall be made in accordance with the Conditions and the
            Supplementary Bond Terms Notice.

      19.6  LATE PAYMENT

            (a)   If any payment under clause 19.1 is made late but otherwise in
                  accordance with the provisions of this deed, each Paying Agent
                  shall make payments required to be made by it in respect of
                  the Class A Offered Notes as provided in this clause 19.
                  However, unless and until the full amount of any payment in
                  respect of the Class A Offered Notes required to be made under
                  the Transaction Documents has been made under clause 19.1 in
                  accordance with this deed, no Paying Agent shall be bound to
                  make a payment under this clause 19 (but may, in its
                  discretion, make such payment) except to the extent that
                  non-payment is caused by fraud, wilful default or negligence
                  on the part of that Paying Agent or of any of its directors,
                  officers, employees or servants.

            (b)   If the Principal Paying Agent has not received on a Payment
                  Date the full amount of principal and interest then payable on
                  any Class A Note in accordance with the Supplementary Bond
                  Terms Notice and the Conditions, but receives the full amount
                  later, it shall:

                  (1)   forthwith upon full receipt notify the other Paying
                        Agents (if any), the Note Registrar, the Calculation
                        Agent, the Issuer, the Note Trustee, the Security
                        Trustee and the Manager; and

                  (2)   as soon as practicable after such full receipt give due
                        notice, in accordance with Condition 12 (unless the Note
                        Trustee agrees otherwise), to the Common Depository that
                        it has received the full amount.

      19.7  NOTICE OF NON-RECEIPT

            The Principal Paying Agent shall as soon as practicable notify by
            facsimile the other Paying Agents (if any), the Note Registrar, the
            Calculation Agent, the Note Trustee, the Issuer, the Security
            Trustee and the Manager if the full amount of any payment of
            principal or interest required to be made by the Supplementary Bond
            Terms Notice and Conditions in respect of the Class A Offered Notes
            is not unconditionally received by it or to its order in accordance
            with this deed.


                                       46
<PAGE>

      19.8  REIMBURSEMENT

            The Principal Paying Agent shall (provided that it has been placed
            in funds by the Issuer) on demand promptly reimburse the other
            Paying Agents (if any) for payments of principal and interest
            properly made by that Paying Agent in accordance with the
            Supplementary Bond Terms Notice, the Conditions and this deed. The
            Issuer shall not be concerned with the apportionment of any moneys
            between the Principal Paying Agent, the other Paying Agents (if any)
            and payment to the Principal Paying Agent of any moneys due to the
            Paying Agents shall operate as a good discharge to the Issuer in
            respect of such moneys.

      19.9  METHOD OF PAYMENT

            (a)   All sums payable by the Issuer to the Principal Paying Agent
                  under this deed shall be paid by the relevant Currency Swap
                  Provider on behalf of the Issuer in the Relevant Class A
                  Currency to the account or accounts specified in clause 19.1.
                  Those sums shall be held in the relevant account for payment
                  to the Class A Offered Noteholders and, failing that payment
                  within the designated periods of prescription specified in
                  Condition 6, or upon the bankruptcy, insolvency, winding up or
                  liquidation of the Principal Paying Agent or default being
                  made by the Principal Paying Agent in the payment of any
                  amounts in respect of principal or interest in accordance with
                  this deed, on account for repayment to the Issuer (subject to
                  clause 20). On repayment in accordance with clause 20 to the
                  Issuer all liabilities of the Principal Paying Agent with
                  respect to those moneys shall cease.

            (b)   Subject to the terms of this deed, the Principal Paying Agent
                  shall be entitled to deal with moneys paid to it under this
                  deed in the same manner as other moneys paid to it as a banker
                  by its customers. The Principal Paying Agent shall be entitled
                  to retain for its own account any interest earned on the sums
                  from time to time credited to the separate account referred to
                  in clause 19.9(b) and it need not segregate such sums from
                  other amounts held by it.

            (c)   No Paying Agent may exercise any right of set-off or
                  combination of accounts in respect of any money payable to or
                  by it under the terms of this deed.

      19.10 NO FEE

            No Paying Agent will charge any commission or fee in relation to any
            payment under this deed.

      19.11 SECURITISATION FUND

            Subject to clause 19.9(a), the Principal Paying Agent shall hold on
            account for the Note Trustee and the Class A Offered Noteholders all
            sums held by it for the payment of principal and interest with
            respect to the Notes until all relevant sums are paid to the Note
            Trustee or the Class A Offered Noteholders or otherwise disposed of
            in accordance with this deed.


                                       47
<PAGE>

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

20    REPAYMENT

            (a)   Immediately on any entitlement to receive principal or
                  interest under any Class A Note becoming void under the
                  Conditions, the Principal Paying Agent shall repay to the
                  Issuer the amount which would have been due in respect of that
                  principal or interest if it had been paid before the
                  entitlement became void, together with any fees applicable to
                  that payment or entitlement (pro rated as to the amount and
                  time) to the extent already paid under clause 12.

            (b)   Despite clause 20(a), the Principal Paying Agent shall not be
                  obliged to make any repayment to the Issuer so long as any
                  amounts which should have been paid to or to the order of the
                  Principal Paying Agent or, if applicable, the Note Trustee, by
                  the Issuer remain unpaid.

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

21    APPOINTMENT OF THE CALCULATION AGENT

            (a)   The Issuer (acting on the direction of the Manager) appoints
                  the Calculation Agent as its reference agent in respect of the
                  Class A Offered Notes upon the terms and conditions set forth
                  in this deed and the Calculation Agent accepts that
                  appointment.

            (b)   It is acknowledged and agreed that:

                  (1)   the Calculation Agent is the agent of the Issuer in its
                        capacity as trustee of the Securitisation Fund only; and

                  (2)   despite anything else in this deed, any other
                        Transaction Document or at law, the Issuer in its
                        personal capacity is not responsible for any act or
                        omission of the Calculation Agent.

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

22    DUTIES OF THE CALCULATION AGENT

            (a)   The Calculation Agent shall in relation to each Class of Class
                  A Offered Notes until the Final Maturity Date or such earlier
                  date on which the Class A Offered Notes are due and payable in
                  full and in either case until the Issuer has paid all amounts
                  in relation to the Class A Offered Notes to the Principal
                  Paying Agent or, if applicable, the Note Trustee:

                  (1)   perform such duties at its Specified Office as are set
                        forth in this deed and in the Conditions and any other
                        duties which are reasonably incidental at the request of
                        the Issuer, the Manager, the Note Trustee or the
                        Principal Paying Agent;

                  (2)   determine LIBOR and EURIBOR for each Interest Period,
                        and calculate the relevant Interest and Interest Rate on
                        the Class A Offered Notes, in the manner set out in
                        Condition 4; and

                  (3)   notify the Issuer, the Manager, the Note Trustee and the
                        Paying Agents in writing on or as soon as possible after
                        the first day of that Interest Period, of the Interest
                        Rate and the Interest so determined by it in relation to
                        that Interest Period, specifying to the Issuer and


                                       48
<PAGE>

                        the Manager the rates upon which they are based and
                        (where relevant) the names of the banks quoting those
                        rates.

            (b)   The Interest, Interest Rate and relevant Payment Date made
                  available under Condition 4(d) may subsequently be amended (or
                  appropriate alternative arrangements made by way of
                  adjustment) without notice to Class A Offered Noteholders in
                  the event of a shortening of the Interest Period.

            (c)   If the Calculation Agent at any time for any reason does not
                  determine the Interest Rate or calculate the Interest for a
                  Class A Offered Note, the Manager shall do so and each such
                  determination or calculation shall be deemed to have been made
                  by the Calculation Agent. In doing so, the Manager shall apply
                  the provisions of this clause 22, with any necessary
                  consequential amendments, to the extent that, in its opinion,
                  it can do so, and, in all other respects it shall do so in
                  such a manner as it shall deem fair and reasonable in all the
                  circumstances.

            (d)   If the Manager does not at any time for any reason determine a
                  Principal Payment, the Outstanding Principal Balance or the
                  Invested Amount applicable to Class A Offered Notes in
                  accordance with the Transaction Documents, the Principal
                  Payment, the Outstanding Principal Balance and the Invested
                  Amount may be determined by the Calculation Agent in
                  accordance with the Transaction Documents (but based on the
                  information in its possession) and each such determination or
                  calculation shall be deemed to have been made by the Manager.
                  The Calculation Agent may appoint any person as its agent for
                  the purpose of making any such calculation or determination.

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

23    NOTICE OF ANY WITHHOLDING OR DEDUCTION

                  If the Issuer or any Paying Agent is, in respect of any
                  payment in respect of the Class A Offered Notes compelled to
                  withhold or deduct any amount for or on account of any taxes,
                  duties or charges as contemplated by Condition 7, the Issuer
                  must give notice to the Principal Paying Agent, the Note
                  Trustee and the Class A Offered Noteholders in accordance with
                  Condition 12 immediately after becoming aware of the
                  requirement to make the withholding or deduction and must give
                  to the Principal Paying Agent and the Note Trustee such
                  information as they reasonably require to enable each of them
                  to comply with the requirement.

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

24    EARLY REDEMPTION OF NOTES

            (a)   If the Issuer intends to redeem all (but not some only) of a
                  Class of Class A Offered Notes prior to its Final Maturity
                  Date pursuant to Condition 5(i) or (j) (which it may only do
                  at the direction of the Manager), the Manager shall give not
                  less than 5 days' prior notice to the Principal Paying Agent
                  and the Note Trustee before giving the requisite period of
                  notice to the relevant Class A Offered Noteholders in
                  accordance with Condition 5(i) or (j) and stating the date on
                  which such Class A Offered Notes are to be redeemed.


                                       49
<PAGE>

            (b)   The Principal Paying Agent shall, on receipt of a notice under
                  paragraph (a):

                  (1)   notify the Clearing Agency of the proposed redemption,
                        specifying:

                        (A)   the aggregate Outstanding Principal Balance and
                              Invested Amount (as the case may be) of each Class
                              of Class A Offered Notes to be redeemed;

                        (B)   the amount of principal to be repaid in relation
                              to each Class of Class A Offered Notes; and

                        (C)   the date on which each Class of Class A Offered
                              Notes are to be redeemed; and

                  (2)   promptly and in accordance with the relevant Conditions
                        on behalf of and at the expense of the Issuer publish
                        the notices required in connection with that redemption.

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

25    PRO RATA REDEMPTION, PURCHASES AND CANCELLATION OF NOTES

            (a)   If the Issuer is required to redeem some (but not all) of a
                  Class of Class A Offered Notes prior to its Final Maturity
                  Date pursuant to Condition 5(a) the Manager shall on each
                  Determination Date give prior notice to the Calculation Agent,
                  the Principal Paying Agent and the Note Trustee, as provided
                  in Condition 5.

            (b)   On receipt of a notice under paragraph (a), the Principal
                  Paying Agent shall notify the Common Depository of the
                  proposed redemption, specifying in each case the aggregate
                  principal amount of the Class A Offered Notes to be redeemed,
                  the Class of Class A Offered Notes to be redeemed and the date
                  on which such Class A Offered Notes are to be redeemed.

            (c)   The Manager shall, on each Determination Date in respect of
                  each Class of the Class A Offered Notes calculate:

                  (1)   the amount of principal to be repaid in respect of each
                        Class of Class A Offered Notes due on the next Payment
                        Date following that Determination Date; and

                  (2)   the Outstanding Principal Balance and Invested Amount of
                        each Class A Offered Note on the first day of the next
                        following Interest Period (after deducting any principal
                        due to be made on the next Payment Date),

                        and shall forthwith on that Determination Date notify or
                        cause to be notified to the Issuer, the Calculation
                        Agent the Note Trustee, the Principal Paying Agent of
                        each of those determinations in accordance with the
                        Supplementary Bond Terms Notice and Conditions. On
                        receipt of that notice, the Principal Paying Agent shall
                        give a copy of that notice to the Clearing Agency or any
                        Common Depository for them and, in the case of the Class
                        A[ ] Notes only, in accordance with the requirements of
                        the Note Depository Agreement.


                                       50
<PAGE>

            (d)   The Manager will immediately cause details of each
                  determination under clause 25(c) to be made available in
                  accordance with Condition 12 by one Banking Day before the
                  relevant Payment Date.

            (e)   If no principal is due to be repaid on the Class A Offered
                  Notes on any Payment Date, the Manager shall give notice or
                  shall cause a notice to this effect to be given to the Class A
                  Offered Noteholders in accordance with Condition 12.

            (f)   If any Class of Class A Offered Notes is redeemed in whole or
                  in part in accordance with the Conditions and the Transaction
                  Documents, the Principal Paying Agent will, if any Book-Entry
                  Notes are still outstanding in relation to that Class, cause
                  the Note Registrar to record all relevant details in the Note
                  Register. The Principal Paying Agent shall as soon as
                  possible, and in any event within three months after the date
                  of any redemption or purchase, furnish to each of the Issuer
                  and the Note Trustee a certificate setting out the aggregate
                  Invested Amount or Outstanding Principal Balance of Class A
                  Offered Notes which have been redeemed or the aggregate
                  Invested Amount or Outstanding Principal Balance of Class A
                  Offered Notes which have been purchased. If the Invested
                  Amount of a Book-Entry Note is reduced to nil, the Principal
                  Paying Agent shall destroy the relevant Book-Entry Note and
                  issue a destruction certificate forthwith to the Note Trustee
                  and shall send a copy of that certificate to the Issuer, the
                  Manager and the Note Trustee.

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

26    NOTICES TO NOTEHOLDERS

            (a)   At the expense of the Issuer, the Principal Paying Agent shall
                  make available at its offices in New York City on a Banking
                  Day, all notices to Class A Offered Noteholders.

            (b)   The Principal Paying Agent shall promptly send to each of the
                  Note Trustee and the Issuer one copy of the form of every
                  notice given to Class A Offered Noteholders in accordance with
                  the Conditions.

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

27    DOCUMENTS AND FORMS

            (a)   The Manager shall provide to the Principal Paying Agent for
                  distribution to each Paying Agent (including the Irish Paying
                  Agent) sufficient copies of all documents required by the
                  Conditions or the Note Trust Deed or, with respect to the
                  Class A[ ] Notes, the Irish Stock Exchange (for so long as the
                  Class A[ ] Notes are listed on the Irish Stock Exchange and
                  the rules of the Irish Stock Exchange so require) to be
                  available to the Class A Offered Noteholders for issue or
                  inspection (including the Note Trust Deed, the Master Trust
                  Deed and the Supplementary Bond Terms Notice).

            (b)   The Manager shall provide to the Calculation Agent such
                  documents as the Calculation Agent may reasonably require from
                  the Manager or the Issuer (and in the case of the Issuer only
                  those documents that are in the Issuer's possession or power)
                  in order for the Calculation Agent properly to fulfil its
                  duties in respect of the Class A Offered Notes.


                                       51
<PAGE>

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

28    AUTHENTICATION

            The Principal Paying Agent shall authenticate or cause to be
            authenticated the Book-Entry Notes and (if required) the Definitive
            Notes (whether on initial issue or on replacement). The Principal
            Paying Agent shall not be required to authenticate or cause to
            authenticate any Book-Entry Note or Definitive Note unless it is
            directed to do so in writing by the Issuer acting on the instruction
            of the Manager.

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

29    INDEMNITY

            (a)   Subject to clause 29(b) and clause 45, the Issuer shall
                  indemnify each Paying Agent, the Note Registrar and the
                  Calculation Agent and their respective directors, officers and
                  employees against any loss, damages, proceeding, liability,
                  cost, claim, action, demand or expense (in this clause 29,
                  each, an Expense) which the Paying Agent, the Note Registrar
                  or the Calculation Agent and their respective directors,
                  officers and employees, as the case may be, may incur or which
                  may be made against the Paying Agent, the Note Registrar's or
                  the Calculation Agents (as the case may be), as a result of or
                  in connection with the Paying Agent's, the Note Registrar's or
                  the Calculation Agent's, as the case may be, appointment or
                  the proper exercise and/or enforcement of the Paying Agent's
                  or the Note Registrar's or the Calculation Agent's, as the
                  case may be, duties under this deed, notwithstanding the
                  resignation or removal of that Paying Agent, Note Registrar or
                  the Calculation Agent in accordance with clause 33 (including
                  any liability in respect of payment of a cheque drawn by that
                  Paying Agent where the cheque is collected or sued upon or an
                  attempt at collection is made after the amount in respect of
                  which it is paid has been returned to the Issuer under clause
                  20).

            (b)   The indemnity in paragraph (a) applies to any Expense of a
                  Paying Agent, the Note Registrar or the Calculation Agent (as
                  the case may be) only to the extent the Expense does not
                  result from the breach by the Paying Agent, the Note Registrar
                  or the Calculation Agent (as the case may be) of the terms of
                  this deed or from the Paying Agent's, the Note Registrar's or
                  the Calculation Agent's (as the case may be) own fraud, wilful
                  default or negligence or that of its directors, officers or
                  employees or servants.

            (c)   Each of the Calculation Agent, the Paying Agents and the Note
                  Registrar severally indemnifies the Issuer and the Manager and
                  its respective directors, officers and employees against any
                  Expense which the Issuer or the Manager or their respective
                  directors, officers or employees (as the case may be) may
                  incur or which may be made against it (but in no event
                  punitive, indirect or special damages or loss of profits) as a
                  result of a breach by the Calculation Agent, the Paying Agent
                  or the Note Registrar (as the case may be) of the terms of
                  this deed or its own fraud, wilful default or negligence or
                  that of its directors, officers or employees or servants,
                  including any failure to obtain and maintain in existence any
                  Authorisation required by it for the assumption, exercise and
                  performance of its powers and duties under this deed. This
                  clause 29 will survive the


                                       52
<PAGE>

                  retirement or removal of the Paying Agent, Note Registrar or
                  Calculation Agent (as the case may be) and the termination of
                  this deed.

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

30    THE NOTE REGISTER

      30.1  APPOINTMENT OF NOTE REGISTRAR

            The Issuer, at the direction of the Manager, appoints the Note
            Registrar to be the initial Note Registrar upon the terms and
            conditions of this deed. The Note Registrar accepts that
            appointment.

      30.2  DETAILS TO BE KEPT ON THE NOTE REGISTER

            The Note Registrar shall keep the Note Register with respect to the
            Class A Offered Notes in accordance with this deed, on which shall
            be entered the following information relating to the Securitisation
            Fund:

            (a)   (NAME) the name of the Securitisation Fund;

            (b)   (CREATION) the date of the creation of the Securitisation
                  Fund;

            (c)   (BOND ISSUE DATES) the Bond Issue Dates for Class A Offered
                  Notes issued in relation to the Securitisation Fund;

            (d)   (ORIGINAL PRINCIPAL BALANCE) the total Original Principal
                  Balance of Class A Offered Notes issued on each such Issue
                  Date;

            (e)   (OUTSTANDING PRINCIPAL BALANCE) the Outstanding Principal
                  Balance of each Class A Offered Note or Class of Class A
                  Offered Notes from time to time;

            (f)   (INVESTED AMOUNT) the Invested Amount of each Class A Offered
                  Note or Class of Class A Offered Notes from time to time;

            (g)   (SERIES) details of relevant Classes of Class A Offered Notes;

            (h)   (DETAILS OF NOTEHOLDERS) the name and address of each Class A
                  Offered Noteholder;

            (i)   (NUMBER OF NOTES) the number of Class A Offered Notes held by
                  each Class A Offered Noteholder;

            (j)   (DATE OF ENTRY) the date on which a person was entered as the
                  holder of Class A Offered Notes;

            (k)   (DATE OF CESSATION) the date on which a person ceased to be a
                  Class A Offered Noteholder;

            (l)   (ACCOUNT) the account to which any payments due to a Class A
                  Offered Noteholder are to be made (if applicable);

            (m)   (PAYMENTS) a record of each payment in respect of the Class A
                  Offered Notes; and

            (n)   (ADDITIONAL INFORMATION) such other information as:

                  (1)   is required by the Supplementary Bond Terms Notice;

                  (2)   the Note Registrar considers necessary or desirable; or


                                       53
<PAGE>

                  (3)   the Manager or the Issuer reasonably requires.

      30.3  PAYMENTS OF PRINCIPAL AND INTEREST

            (a)   Any payment of principal or interest on any Class A Offered
                  Note shall be endorsed by the Note Registrar on the Note
                  Register. In the case of payments of principal, the
                  Outstanding Principal Balance and Invested Amount of the Class
                  A Offered Notes shall be reduced for all purposes by the
                  amount so paid and endorsed on the Note Register. Any such
                  record shall be prima facie evidence that the payment in
                  question has been made.

            (b)   If the amount of principal or interest (as the case may be)
                  due for payment on any Class A Offered Note is not paid in
                  full (including Carry Over Class A Charge Offs and by reason
                  of a deduction or withholding) the Note Registrar shall
                  endorse a record of that shortfall on the Note Register.

      30.4  PLACE OF KEEPING REGISTER, COPIES AND ACCESS

            The Note Register shall be:

            (a)   (PLACE KEPT) kept at the principal office of the Note
                  Registrar or at such place as the Issuer, the Manager and the
                  Note Registrar may agree;

            (b)   (ACCESS TO ISSUER AND MANAGER) open to the Issuer and the
                  Manager to inspect at the Note Registrar's Specified Office
                  during normal business hours;

            (c)   (INSPECTION BY CLASS A OFFERED NOTEHOLDERS) open for
                  inspection by a Class A Offered Noteholder during normal
                  business hours but only in respect of information relating to
                  that Class A Offered Noteholder; and

            (d)   (NOT FOR COPYING) not available to be copied by any person
                  (other than the Issuer or the Manager or the Note Trustee or
                  Paying Agent) except in compliance with such terms and
                  conditions (if any) as the Manager, the Issuer and the Note
                  Registrar or the Note Trustee or Paying Agent in their
                  absolute discretion nominate from time to time.

      30.5  DETAILS ON NOTE REGISTER CONCLUSIVE

            (a)   (RELIANCE ON REGISTER) The Issuer, the Note Trustee and the
                  Paying Agents shall be entitled to rely on the Note Register
                  as being a correct, complete and conclusive record of the
                  matters set out in it at any time and whether or not the
                  information shown in the Note Register is inconsistent with
                  any other document, matter or thing. The Issuer, the Note
                  Trustee, and the Paying Agents and the Note Registrar are not
                  liable to any person in any circumstances whatsoever for any
                  inaccuracy in, or omission from, the Note Register.

            (b)   (NO TRUSTS) The Note Registrar shall not be obliged to enter
                  on the Note Register notice of any trust, Security Interest or
                  other interest whatsoever in respect of any Class A Offered
                  Notes and the Issuer, the Note Trustee, and the Paying Agents
                  and the Note Registrar shall be entitled to recognise a Class
                  A Offered Noteholder as the absolute owner of Class A Offered
                  Notes and the Issuer, the Note Trustee, and the Paying Agents
                  and the Note Registrar shall not be bound or affected by any
                  trust affecting the


                                       54
<PAGE>

                  ownership of any Class A Offered Notes unless ordered by a
                  court or required by statute.

      30.6  ALTERATION OF DETAILS ON NOTE REGISTER

                  On the Note Registrar being notified of any change of name or
                  address or payment or other details of a Class A Offered
                  Noteholder by the Class A Offered Noteholder, the Note
                  Registrar shall alter the Note Register accordingly.

      30.7  RECTIFICATION OF NOTE REGISTER

            If:

            (a)   an entry is omitted from the Note Register;

            (b)   an entry is made in the Note Register otherwise than in
                  accordance with this deed;

            (c)   an entry wrongly exists in the Note Register;

            (d)   there is an error or defect in any entry in the Note Register;
                  or

            (e)   default is made or unnecessary delay takes place in entering
                  in the Note Register that any person has ceased to be the
                  holder of Class A Offered Notes.

            the Note Registrar shall rectify the same.

      30.8  CORRECTNESS OF NOTE REGISTER

            The Note Registrar shall not be liable for any mistake on the Note
            Register or in any purported copy except to the extent that the
            mistake is attributable to its fraud, negligence or wilful default.

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

31    CHANGES OF NOTE REGISTRAR

      31.1  REMOVAL

            The Issuer (on the direction of the Manager) may terminate the
            appointment of the Note Registrar with the prior written approval of
            the Note Trustee (which approval must not be unreasonably withheld
            or delayed), with effect not less than 60 days from that notice.

      31.2  RESIGNATION

            Subject to this clause 31, the Note Registrar may resign its
            appointment at any time by giving to the Issuer, the Manager and the
            Note Trustee not less than 60 days written notice to that effect.

      31.3  LIMITATION

            Despite clauses 31.1 and 31.2:

            (a)   no resignation by or termination of the appointment of the
                  Note Registrar shall take effect until a new Note Registrar
                  approved in writing by the Note Trustee has been appointed on
                  terms previously approved in writing


                                       55
<PAGE>

                  by the Note Trustee (in each case, that approval not to be
                  unreasonably withheld or delayed); and

            (b)   the appointment of a new Note Registrar shall be on terms and
                  subject to the conditions of this deed and the outgoing Note
                  Registrar shall co-operate fully to do all further acts and
                  things and execute any further documents as may be necessary
                  or desirable to give effect to the appointment of the new Note
                  Registrar.

      31.4  APPOINTMENT OF NEW NOTE REGISTRAR

            The Issuer shall forthwith appoint, as soon as reasonably practical,
            a replacement Note Registrar in the event of the resignation or
            removal of the Note Registrar under this clause 31. The retirement
            or resignation of the Note Registrar shall not become effective
            until the successor Note Registrar is appointed. The Manager must
            assist the Issuer to appoint a new Note Registrar on this date or if
            the Issuer fails to appoint a new Note Registrar by the date which
            is one month prior to the Note Registrar's retirement or removal,
            the Note Registrar may petition any court of competent jurisdiction
            at the expense of the Issuer (which expense is an Expense for the
            purposes of the Master Trust Deed) for the appointment of a new Note
            Registrar acceptable to the Issuer.

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

32    GENERAL

      32.1  COMMUNICATIONS TO CLASS A OFFERED NOTEHOLDERS

            The Principal Paying Agent shall, upon receipt from the Issuer,
            Manager, Security Trustee, the Calculation Agent, the Note Registrar
            or Note Trustee of any communication to be delivered to Class A
            Offered Noteholders, including any communications pursuant to this
            deed or any other solicitation of notice from or consent of the
            Class A Offered Noteholders pursuant to or relating to this deed,
            forward such communications to the Class A Offered Noteholders,
            along with instructions that the responses relating to such
            communications be returned to the Principal Paying Agent. Such
            communication shall include the date upon which the response to such
            solicitation shall be delivered (the RESPONSE DATE). The Principal
            Paying Agent shall treat any Class A Offered Noteholder who has not
            delivered its response as of the Response Date as having withheld
            its consent to the proposed action. The Principal Paying Agent shall
            notify the Issuer, Manager and Note Trustee of the results of any
            such solicitations of consent.

            The Principal Paying Agent will not be responsible for, or liable to
            any person in respect of the contents of any communications
            delivered to or from the Class A Offered Noteholders.

      32.2  INTENTIONALLY DELETED

      32.3  IDENTITY

            Each Paying Agent shall (except as ordered by a court of competent
            jurisdiction or as required by law) be entitled to treat the person:

            (a)   who is, while a Book-Entry Note remains outstanding, the
                  registered owner of that Book-Entry Note as the person
                  entitled to receive payments


                                       56
<PAGE>

                  of principal or interest (as applicable) and each person shown
                  in the records of the Common Depository as the holder of any
                  Class A Offered Note represented by a Book-Entry Note shall be
                  entitled to receive from the registered owner of that
                  Book-Entry Note any payment so made in accordance with the
                  respective rules and procedures of the Common Depository and
                  on the terms and subject to the conditions of that Book-Entry
                  Note;

            (b)   who is the registered owner of any relevant Definitive Note,
                  as the absolute owner or owners of that Definitive Note,
                  (whether or not that Definitive Note, is overdue and despite
                  any notice of ownership or writing on it or any notice of
                  previous loss or theft or of any trust or other interest in
                  it); or

            (c)   who, when a Book-Entry Note in respect of any Class of Notes
                  is no longer outstanding but Definitive Notes in respect of
                  that Class of Notes have not been issued, is for the time
                  being the Note Trustee, as the person entrusted with the
                  receipt of principal or interest, as applicable, on behalf of
                  the relevant Noteholders,

            and in all cases and for all purposes despite any notice to the
            contrary and shall not be liable for so doing.

      32.4  NO SET-OFF

            No Paying Agent shall exercise any right of set-off, withholding,
            counterclaim or lien against, or make any deduction in any payment
            to, any person entitled to receive amounts of principal or interest
            on the Class A Offered Notes in respect of moneys payable by it
            under this deed.

      32.5  RELIANCE

            Each of the Note Trustee, Calculation Agent, the Note Registrar and
            the Paying Agent(s) shall be protected and shall incur no liability
            for or in respect of any action taken, omitted or suffered by it in
            reliance upon any instruction, request or order from the Issuer or
            the Manager or in reliance upon any Class A Offered Note or upon any
            notice, resolution, direction, consent, certificate, affidavit,
            statement or other paper or document reasonably believed by it to be
            genuine and to have been delivered, signed or sent by the proper
            party or parties.

      32.6  ENTITLED TO DEAL

            The Note Trustee, the Calculation Agent, the Note Registrar and the
            Paying Agent(s) shall not be precluded from acquiring, holding or
            dealing in any Class A Offered Notes or from engaging or being
            interested in any contract or other financial or other transaction
            with the Issuer, the Manager or the Mortgage Manager and in no event
            whatsoever (other than fraud, negligence or wilful default) shall
            any Note Trustee, Calculation Agent, Note Registrar or Paying Agent
            be liable to account to the Issuer or any person entitled to receive
            amounts of principal or interest on the Class A Offered Notes for
            any profit made or fees or commissions received in connection with
            this deed or any Class A Offered Notes.


                                       57
<PAGE>

      32.7  CONSULTATION

            Each of the Note Trustee, the Calculation Agent, the Note Registrar
            and the Paying Agent(s) may consult as to legal matters with lawyers
            selected by it, who may be employees of or lawyers to any party to
            this deed.

      32.8  DUTIES

            The Note Trustee, the Calculation Agent, the Note Registrar and the
            Paying Agents shall perform the duties, and only the duties,
            contained in or reasonably incidental to this deed and the
            Conditions and in the Class A Offered Notes, and no implied duties
            or obligations (other than general laws as to agency) shall be read
            into this deed or the Class A Offered Notes against the Note
            Trustee, the Calculation Agent, the Note Registrar or the Paying
            Agents. None of the Note Trustee, the Calculation Agent, the Note
            Registrar or the Paying Agents shall be required to take any action
            under this deed which would require it to incur any expense or
            liability, for which (in its reasonable opinion) either it would not
            be reimbursed within a reasonable time or in respect of which it has
            not been indemnified to its satisfaction.

      32.9  INCOME TAX RETURNS

            The Principal Paying Agent shall deliver to each Class A Offered
            Noteholder such information as may be reasonably required to enable
            such Class A Offered Noteholder to prepare its income tax returns.

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

33    CHANGES IN PAYING AGENTS AND CALCULATION AGENT

      33.1  REMOVAL

            The Issuer (on the direction of the Manager) may at any time:

            (a)   with the prior written approval of the Note Trustee appoint:

                  (1)   additional or alternative Paying Agents; or

                  (2)   an alternative Calculation Agent;

            (b)   subject to this clause 33, terminate the appointment of any
                  Paying Agent or the Calculation Agent by giving written notice
                  to that effect to each Designated Rating Agency, the
                  Calculation Agent (if its appointment is to be terminated),
                  the Principal Paying Agent and the Note Trustee and (if
                  different) the Paying Agent whose appointment is to be
                  terminated:

                  (1)   with effect immediately on that notice, if any of the
                        following occurs in relation to the Paying Agent or
                        Calculation Agent (as the case may be):

                        (A)   an Insolvency Event has occurred in relation to
                              the Paying Agent or Calculation Agent;

                        (B)   the Paying Agent or Calculation Agent has ceased
                              its business;

                        (C)   the Paying Agent or Calculation Agent fails to
                              comply with any of its obligations under this deed
                              and, if capable of


                                       58
<PAGE>

                              remedy, such failure is not remedied within five
                              Banking Days after the earlier of the Paying Agent
                              or theCalculation Agent, as the case may be,
                              having become aware of that failure and the
                              receipt bythe Paying Agent or the Calculation
                              Agent, as thecase may be, of written notice with
                              respect thereto from the Issuer or Manager; or

                  (2)   otherwise, with the prior written approval of the Note
                        Trustee (which approval must not be unreasonably
                        withheld or delayed) with effect from the next
                        succeeding Payment Date, if such date falls more than 30
                        days after the notice, or otherwise from the following
                        Payment Date.

      33.2  RESIGNATION

            Subject to this clause 33, a Paying Agent or the Calculation Agent
            may resign its appointment under this deed at any time by giving to
            the Issuer, the Manager, each Designated Rating Agency and (where a
            Paying Agent is resigning and the Paying Agent is not the Principal
            Paying Agent) the Principal Paying Agent not less than 60 days'
            written notice to that effect, which notice shall expire not less
            than 30 days before any due date for payment of any Class A Offered
            Notes.

      33.3  LIMITATION

            Despite clauses 33.1 and 33.2:

            (a)   no resignation by or termination of the appointment of the
                  Principal Paying Agent shall take effect until a new Principal
                  Paying Agent approved in writing by the Note Trustee has been
                  appointed on terms previously approved in writing by the Note
                  Trustee (in each case, that approval not to be unreasonably
                  withheld or delayed);

            (b)   subject to clause 33.3(a), if the Principal Paying Agent or
                  the Calculation Agent gives a notice of resignation in
                  accordance with clause 33.2 and if by the date which is one
                  (1) month prior to the date of the Principal Paying Agent's or
                  the Calculation Agent's (as the case may be) proposed
                  retirement or removal, the Issuer or the Manager has not
                  appointed a new Principal Paying Agent or Calculation Agent,
                  then the Principal Paying Agent or Calculation Agent (as the
                  case may be) may petition any court of competent jurisdiction
                  at the expense of the Issuer (which expense is an Expense for
                  the purposes of the Master Trust Deed) for the appointment of
                  a new Principal Paying Agent or Calculation Agent (as the case
                  may be) acceptable to the Issuer and the Note Trustee;

            (c)   no resignation by or termination of the appointment of any
                  Paying Agent shall take effect if as a result of that
                  resignation or termination there would cease to be a Paying
                  Agent which has a Paying Office in the City of New York (in
                  the case of the Class A[ ] Notes) or the United Kingdom (in
                  the case of the Class A[ ] Notes) and the Republic of Ireland
                  (for so long as the Class A[ ] Notes are listed on the Irish
                  Stock Exchange);

            (d)   no appointment or termination of the appointment of any Paying
                  Agent or the Calculation Agent (as the case may be) shall take
                  effect unless and until notice has been given to the Class A
                  Offered Noteholders in accordance with the Conditions; and


                                       59
<PAGE>

            (e)   no resignation by or termination of the appointment of the
                  Calculation Agent shall take effect until a new Calculation
                  Agent has been appointed; and

            (f)   the appointment of any additional Paying Agent shall be on the
                  terms and subject to the conditions of this deed and each of
                  the parties to this deed shall co-operate fully to do all
                  further acts and things and execute any further documents as
                  may be necessary or desirable to give effect to the
                  appointment of the Paying Agent (which shall be, in the case
                  of an appointment under clause 33.1(a) or a termination under
                  clause 33.1(b)(2), at the cost of the relevant Paying Agent).

            In addition, the Issuer shall forthwith appoint a Paying Agent in
            New York City, the United Kingdom and the Republic of Ireland (for
            so long as the Class A[ ] Notes are listed on the Irish Stock
            Exchange) (as applicable) (if there is no such Paying Agent at the
            time) and while such circumstances subsist maintain such a Paying
            Agent. Notice of any such termination or appointment and of any
            change in the office through which any Paying Agent will act will be
            given in accordance with Condition 12.

      33.4  DELIVERY OF AMOUNTS

            If the appointment of the Principal Paying Agent terminates, the
            Principal Paying Agent shall, on the date on which that termination
            takes effect, pay to the successor Principal Paying Agent any amount
            held by it for payment of principal or interest in respect of any
            Class A Offered Note and shall deliver to the successor Principal
            Paying Agent all records maintained by it pursuant to this deed and
            all documents (including any Definitive Notes) held by it.

      33.5  SUCCESSOR TO PRINCIPAL PAYING AGENT

            (a)   On the execution by the Issuer, the Manager and any successor
                  Principal Paying Agent of an instrument effecting the
                  appointment of that successor Principal Paying Agent and a
                  deed whereby the successor agrees to be bound by the terms of
                  this deed, that successor Principal Paying Agent shall,
                  without any further act, deed or conveyance, become vested
                  with all the authority, rights, powers, trusts, immunities,
                  duties and obligations of its predecessor with effect as if
                  originally named as Principal Paying Agent in this deed and
                  that predecessor, on payment to it of the pro rata proportion
                  of its administration 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 Principal Paying Agent is appointed.

            (b)   Any corporation:

                  (1)   into which the Principal Paying Agent is merged;

                  (2)   with which the Principal Paying Agent is consolidated;

                  (3)   resulting from any merger or consolidation to which the
                        Principal Paying Agent is a party;

                  (4)   to which the Principal Paying Agent sells or otherwise
                        transfers all or substantially all the assets of its
                        corporate trust business,


                                       60
<PAGE>

                  shall, on the date when that merger, conversion,
                  consolidation, sale or transfer becomes effective (and upon
                  execution by the Issuer, the Manager and any such merged or
                  consolidated entity of a deed whereby that entity agrees to be
                  bound by the terms of this deed) and to the extent permitted
                  by applicable law, become the successor Principal Paying Agent
                  under this deed without the execution or filing of any
                  agreement or document or any further act on the part of the
                  parties to this deed, unless otherwise required by the Issuer
                  or the Manager, and after that effective date all references
                  in this deed to the Principal Paying Agent shall be references
                  to that corporation.

            (c)   The Manager undertakes to use its best endeavours to procure
                  execution by the relevant parties of the deeds referred to in
                  clauses 33.5(a) and 33.5(b)

      33.6  SUCCESSOR TO CALCULATION AGENT

            (a)   On the execution by the Issuer, the Manager and any successor
                  Calculation Agent of an instrument effecting the appointment
                  of that successor Calculation Agent and a deed whereby the
                  successor agrees to be bound by the terms of this deed, that
                  successor Calculation Agent shall, without any further act,
                  deed or conveyance, become vested with all the authority,
                  rights, powers, trusts, immunities, duties and obligations of
                  its predecessor with effect as if originally named as
                  Calculation Agent in this deed and that predecessor, on
                  payment to it of the pro rata proportion of its administration
                  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 Calculation
                  Agent is appointed.

            (b)   Any corporation:

                  (1)   into which the Calculation Agent is merged;

                  (2)   with which the Calculation Agent is consolidated;

                  (3)   resulting from any merger or consolidation to which the
                        Calculation Agent is a party;

                  (4)   to which the Calculation Agent 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 upon
                  execution by the Issuer, the Manager and any such merged or
                  consolidated entity of a deed whereby that entity agrees to be
                  bound by the terms of this deed) and to the extent permitted
                  by applicable law, become the successor Calculation Agent
                  under this deed without the execution or filing of any
                  agreement or document or any further act on the part of the
                  parties to this deed, unless otherwise required by the Issuer
                  or the Manager, and after that effective date all references
                  in this deed to the Calculation Agent shall be references to
                  that corporation.

            (c)   The Manager undertakes to use its best endeavours to procure
                  execution by the relevant parties of the deeds referred to in
                  clauses 33.6(a) and 33.6(b).


                                       61
<PAGE>

      33.7  NOTICE TO NOTEHOLDERS

            The Manager on behalf of the Issuer shall, within 14 days of:

            (a)   the termination of the appointment of any Paying Agent or the
                  Calculation Agent;

            (b)   the appointment of a new Paying Agent or Calculation Agent; or

            (c)   the resignation of any Paying Agent or Calculation Agent,

            give to the Class A Offered Noteholders notice of the termination,
            appointment or resignation in accordance with Condition 12 (in the
            case of a termination under clause 33.1(b) or 33.2 at the cost of
            the outgoing Paying Agent or the Calculation Agent, as the case may
            be).

      33.8  CHANGE IN PAYING OFFICE OR SPECIFIED OFFICE

            (a)   If any Paying Agent proposes to change its Paying Office or to
                  nominate a further Paying Office (which must be within the
                  same city as its previous Paying Office), it must give to the
                  Issuer, the Manager, the Note Trustee and, in the case of a
                  change in the Paying Office of a Paying Agent other than the
                  Principal Paying Agent, the Principal Paying Agent, not less
                  than 30 days' prior written notice of that change, giving the
                  address of the new Paying Office and stating the date on which
                  the change is to take effect. No change of Paying Office may
                  occur within the period of 30 days before any due date for
                  payment of any Notes.

            (b)   If the Calculation Agent proposes to change its Specified
                  Office (which must be in New York), or to nominate a further
                  Specified Office, it must give to the Issuer, the Manager and
                  the Note Trustee, not less than 30 days' prior written notice
                  of that change, giving the address of the new Specified Office
                  and stating the date on which the change is to take effect. No
                  change of specified office may occur within the period of 30
                  days before any due date for payment of any Class A Offered
                  Notes.

            (c)   The Manager on behalf of the Issuer must, within 14 days of
                  receipt of a notice under paragraph (a) or (b) (unless the
                  appointment is to terminate pursuant to clause 33.1 or 33.2 on
                  or prior to the date of that change) give to the Class A
                  Offered Noteholders notice in accordance with the Conditions
                  of that change and of the address of the new Paying Office or
                  Specified Office (as the case may be) but the costs of giving
                  that notice shall be borne by the Paying Agent or the
                  Calculation Agent (as the case may be) which is changing its
                  Paying Office or Specified Office and not by the Issuer or the
                  Manager.

            (d)   Despite any other provision of this deed, no Paying Office may
                  be located in Australia.

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

34    WAIVER

            (a)   The Note Trustee may, without the consent of any of the Class
                  A Offered Noteholders, and if directed to do so by the holders
                  of at least 75% of the aggregate Invested Amount of the Class
                  A Offered Notes calculated and expressed in the A$ Equivalent
                  must, and without prejudice to its rights in


                                       62
<PAGE>

                  respect of any subsequent breach, condition, event or act from
                  time to time and at any time (but only if, and in so far as,
                  in its opinion the interests of any of the Class A Offered
                  Noteholders are not materially prejudiced unless the Note
                  Trustee is acting at the direction of the holders of at least
                  75% of the aggregate Invested Amount of the Class A Offered
                  Notes calculated and expressed in the A$ Equivalent), waive or
                  authorise on any terms and subject to any conditions as it
                  sees fit and proper:

                  (1)   any breach or proposed breach by the Issuer of any of
                        the covenants or provisions contained in this deed or in
                        the Class A Offered Notes (including the Conditions) or
                        any other Transaction Document (as to which evidence of
                        a breach of one Class A Offered Note shall be deemed
                        evidence of a breach of all Class A Offered Notes); or

                  (2)   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 34 in contravention of any express
                  direction given in writing by holders of Class A Offered Notes
                  representing at least 75% of the aggregate Invested Amount of
                  the Class A Offered Notes calculated and expressed in the A$
                  Equivalent or the affected class of Class A Offered Notes as
                  applicable. No direction or request shall affect any waiver,
                  authorisation or determination previously given or made.

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

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

35    AMENDMENT

      35.1  APPROVAL

            The Manager and the Issuer may, following the giving of not less
            than ten Banking Days' prior notice to each Designated Rating
            Agency:

            (a)   by way of supplemental deed entered into with the parties to
                  this deed alter, add to or modify this deed (including this
                  clause 35), the Conditions and this clause 35 or any other
                  Transaction Document to which the Note Trustee is a party; or

            (b)   subject to (a), with the consent of the Note Trustee, alter,
                  add to or modify any Transaction Document (other than the
                  Master Trust Deed, Security Trust Deed, Supplementary Bond
                  Terms Notice and the Liquidity Notes Supplementary Bond Terms)
                  (in so far as any such amendment affects or relates to the
                  Securitisation Fund),

            so long as that alteration, addition or modification is:


                                       63
<PAGE>

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

            (d)   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;

            (e)   in the opinion of the Note Trustee appropriate or expedient as
                  a consequence of an amendment to any statute 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 statute 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
                  Securitisation Fund); or

            (f)   in the reasonable opinion of the Note Trustee neither
                  prejudicial nor likely to be prejudicial to the interests of
                  the Class A Offered Noteholders as a whole, and in the manner,
                  and to the extent, permitted by the Transaction Documents.

      35.2  RESOLUTION OF CLASS A OFFERED NOTEHOLDERS

            Where in the opinion of the Note Trustee a proposed alteration,
            addition or modification to this deed or any other Transaction
            Document (other than the Master Trust Deed, Security Trust Deed,
            Supplementary Bond Terms Notice and the Liquidity Notes
            Supplementary Bond Terms), other than an alteration, addition or
            modification referred to in clause 35.1, is prejudicial or likely to
            be prejudicial to the interest of Class A Offered Noteholders as a
            whole or any class of Class A Offered Noteholders, the Note Trustee,
            the Manager and the Issuer may make that alteration, addition or
            modification only if sanctioned in writing by holders of at least
            75% of the aggregate Invested Amount of each such Class of Class A
            Offered Notes calculated and expressed in the A$ Equivalent, as
            applicable, and in any case, with respect to the Class A[ ] notes,
            in compliance with the TIA.

      35.3  DISTRIBUTION OF AMENDMENTS

            The Manager shall distribute to all Class A Offered Noteholders and
            each Designated Rating Agency a copy of any amendments made under
            clause 35.1 or 35.2 in accordance with Condition 12 as soon as
            reasonably practicable after the amendment has been made.

      35.4  AMENDMENTS BINDING

            Any amendment under this clause 35 is binding on the Noteholders.

      35.5  NO RATING AGENCY DOWNGRADE

            The Note Trustee will be entitled to assume that any proposed
            alteration, addition or revocation will not be prejudicial or likely
            to be prejudicial to the interests of Class A Offered Noteholders or
            a sub-class thereof if each of the Designated Rating Agencies
            confirms in writing that if the alteration, addition or revocation
            is


                                       64
<PAGE>

            effected this will not lead to a reduction, qualification or
            withdrawal of the then rating given to the Class A Offered Notes. or
            the relevant sub-class of the Class A Offered Notes by the
            Designated Rating Agency.

      35.6  CONFORMITY WITH TIA

            Every amendment of this deed executed pursuant to this clause 35
            shall conform to the requirements of the TIA, in respect of the
            Class A[ ] Notes, as then in effect so long as this deed shall then
            be qualified under the TIA.

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

36    CLASS A OFFERED NOTEHOLDERS

      36.1  ABSOLUTE OWNER

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

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

            (c)   All payments made to the owner of a Class A Offered Note under
                  this clause 36 (or, in the case of a Book-Entry Note, to or to
                  the order of the registered holder of that Book-Entry Note)
                  shall be valid and, to the extent of the sums so paid,
                  effective to satisfy and discharge the liability for the
                  moneys payable upon those Class A Offered Notes.

            (d)   Any instalment of interest or principal, payable on any Class
                  A Offered Note which is punctually paid or duly provided for
                  by the Issuer to the Paying Agent on the applicable Payment
                  Date or Maturity Date shall be paid to the person in whose
                  name such Class A Offered Note is registered on the Record
                  Date, by cheque mailed first-class, postage prepaid, to such
                  person's address as it appears on the Note Register on such
                  Record Date, except that, unless Definitive Notes have been
                  issued pursuant to clause 3.3 or clause 3.4, with respect to
                  Class A Offered Notes registered on the


                                       65
<PAGE>

                  Record Date in the name of the nominee of the Clearing Agency
                  (initially, such nominee to be the Common Depository), payment
                  will be made by wire transfer in immediately available funds
                  to the account designated by such nominee and except for the
                  final instalment of principal payable with respect to such
                  Class A Offered Note on a Payment Date or Maturity Date (and
                  except for the redemption of any Class A Offered Note called
                  for redemption pursuant to Condition 5 which shall be payable
                  as provided below).

            (e)   The principal of each Class A Offered Note shall be payable on
                  each Payment Date and the Maturity Date as set forth in the
                  Conditions. The Principal Paying Agent shall notify the person
                  in whose name a Class A Offered Note is registered at the
                  close of business on the Record Date preceding the Payment
                  Date on which the Issuer expects that the final instalment of
                  principal and interest on such Class A Offered Note will be
                  paid. Such notice shall be mailed or transmitted by facsimile
                  prior to such final Maturity Date and shall specify that such
                  final instalment will be payable only upon presentation and
                  surrender of such Class A Offered Note and shall specify the
                  place where such Class A Offered Note may be presented and
                  surrendered for payment of such instalment. Notices in
                  connection with redemptions of Class A Offered Notes shall be
                  mailed to Class A Offered Noteholders as provided in Condition
                  12.

      36.2  CLEARING AGENCY CERTIFICATE

            The Issuer, the 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 any Clearing Agency or any form of
            record made by either of them to the effect that at any particular
            time or throughout any particular period any particular person is,
            was or will be shown in its records as entitled to a particular
            interest in a Book-Entry Note.

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

37    CURRENCY INDEMNITY

            Subject to this deed including, without limitation, clause 45, the
            Issuer indemnifies the Note Trustee and the Class A Offered
            Noteholders and keeps them indemnified against:

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

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


                                       66
<PAGE>

                  (1)   the date (if any) as of which the non-Relevant Class A
                        Currency equivalent of the Relevant Class A Currency
                        amounts due or contingently due under this deed (other
                        than this clause 37) or in respect of the relevant Class
                        A Offered Notes is calculated for the purposes of any
                        bankruptcy, insolvency or liquidation of the Issuer; and

                  (2)   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 the
                        Relevant Class A Currency.

                  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)   If any payment is made by the Issuer under this deed or the
                  Class A Offered Notes or if the Note Trustee or any Class
                  Noteholder receives or recovers any money under or pursuant to
                  this deed or the Class A Offered Notes in a currency (RECEIPT
                  CURRENCY) other than the currency in which the money was
                  payable pursuant to the terms of this deed or the Class A
                  Offered Notes (AGREED CURRENCY), the Issuer must, as a
                  separate and additional liability, pay to the recipient such
                  additional amount so that after conversion from the Receipt
                  Currency into the Agreed Currency of such money so paid,
                  received or recovered and after the payment of all commission
                  and expenses in relation to such conversion the recipient will
                  receive net in its hands an amount in the Agreed Currency
                  equal to the amount of the money payable under this deed or
                  the Class A Offered Notes in the Agreed Currency.

            (d)   Any payment purportedly pursuant to the terms of this deed or
                  a Class A Note in a currency other than the currency in which
                  it is required to be paid will not discharge or satisfy the
                  relevant obligation of the payer to make the payment except to
                  the extent that, and insofar as, the currency in which the
                  payment is required to be made is acquired by sale of the
                  currency in which the payment was actually made.

            (e)   The indemnities in this clause 37 are obligations of the
                  Issuer separate and independent from its obligations under the
                  other provisions of this deed and Class A Offered Notes and
                  apply irrespective of any time or indulgence granted by the
                  Note Trustee or the Class A Offered 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 Issuer for a liquidated sum
                  or sums in respect of amounts due under this deed (other than
                  this clause 37) or the Class A Offered Notes. Any deficiency
                  will constitute a loss suffered by the Class A Offered
                  Noteholders and no proof or evidence of any actual loss shall
                  be required by the Issuer or its liquidator.


                                       67
<PAGE>

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

38    NEW NOTE TRUSTEES

      38.1  APPOINTMENT BY ISSUER

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

      38.2  APPOINTMENT BY NOTE TRUSTEE

            (a)   The Note Trustee may, on not less than 14 days prior written
                  notice to the Issuer and Manager, appoint any person
                  established or resident in any jurisdiction (whether a Trust
                  Corporation or not) to act either as a separate note trustee
                  or as a co-note trustee jointly with the Note Trustee:

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

                  (2)   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

                  (3)   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 Issuer.

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

            (c)   The Note Trustee may remove any person appointed under this
                  clause 38. The reasonable remuneration of any person appointed
                  under this clause 38 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.


                                       68
<PAGE>

      38.3  NOTICE

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

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

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

39    NOTE TRUSTEE'S RETIREMENT AND REMOVAL

      39.1  REMOVAL BY ISSUER

            The Issuer (or the Manager after informing the Issuer 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, subject to clause 39.4, if any of the
            following occurs in relation to the Note Trustee:

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

            (b)   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 Issuer), and, if capable of remedy, the Note Trustee
                  does not remedy that failure within 14 days after the earlier
                  of:

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

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

            (d)   the Note Trustee fails to satisfy any obligation imposed on it
                  under the TIA with respect to the Securitisation Fund or this
                  deed or comply with clause 39.9.

      39.2  REMOVAL BY CLASS A OFFERED NOTEHOLDERS

            The Class A Offered Noteholders may resolve by written consent of
            the holders of at least 75% of the aggregate Invested Amount of the
            Class A Offered Notes calculated and expressed in the A$ Equivalent
            to require the Issuer to terminate the appointment of the Note
            Trustee or Note Trustees for the time being of this deed.

      39.3  RESIGNATION

            Subject to this clause 39, the Note Trustee may resign its
            appointment under this deed at any time by giving to the Issuer, the
            Manager, the Security Trustee and


                                       69
<PAGE>

            each Designated Rating Agency not less than 3 months' written notice
            to that effect which notice shall expire not less than 30 days (or
            such lesser time as the Manager, the Issuer and the Note Trustee may
            agree) before any due date for payment of the Class A Offered Notes.

      39.4  RATING AGENCIES APPROVAL

            Any resignation or removal of the Note Trustee and appointment of a
            successor note trustee will not become effective until acceptance of
            the appointment by that successor note trustee and confirmation by
            Moody's, Fitch Ratings and S&P (such confirmation not to be
            unreasonably withheld or delayed) that such appointment will not
            cause a downgrading, qualification or withdrawal of the then current
            ratings of the Class A Offered Notes. The Manager is responsible for
            obtaining such confirmation from Moody's, Fitch Ratings and S&P.

      39.5  TRUST CORPORATION

            The Issuer undertakes that if the Note Trustee which is a Trust
            Corporation retires or is removed it will use its best endeavours to
            appoint a new note trustee of this deed which is a Trust Corporation
            as soon as reasonably practicable. The retirement or removal of any
            Note Trustee shall not become effective until a successor Note
            Trustee which is a Trust Corporation is appointed, save as
            hereinafter provided. The Manager must assist the Issuer to appoint
            a new note trustee of this deed. If the Issuer fails to appoint a
            new Note Trustee by the date which is one (1) month prior to the
            date of the Note Trustee's proposed 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 38.2 of this deed. If no other person can be found
            to act as the Note Trustee, the Noteholders may appoint a Note
            Trustee from among the holders of the Class A Offered Notes.

      39.6  SUCCESSOR TO NOTE TRUSTEE

            (a)   On the execution by the Issuer, the Manager and any successor
                  Note Trustee of an instrument effecting the appointment of
                  that successor Note Trustee and a deed whereby the successor
                  agrees to be bound by this deed, 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:

                  (1)   into which the Note Trustee is merged;

                  (2)   with which the Note Trustee is consolidated;

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


                                       70
<PAGE>

                  (4)   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 upon
                  execution by the Issuer, the Manager and any such merged or
                  consolidated entity of a deed whereby that entity agrees to be
                  bound by the terms of this deed) and to the extent permitted
                  by applicable law, including Section 310(a) of the TIA, become
                  the successor Note Trustee under this deed without the
                  execution or filing of any agreement or document or any
                  further act on the part of the parties to this deed, unless
                  otherwise required by the Issuer or the Manager, and after
                  that effective date all references in this deed to the Note
                  Trustee shall be references to that corporation.

            (c)   The Manager undertakes to use its best endeavours to procure
                  execution by the relevant parties of the deeds referred to in
                  clauses 39.6(a) and 39.6(b).

      39.7  NOTICE

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

            (b)   The Note Trustee shall notify each Designated Rating Agency of
                  its retirement as soon as practical.

      39.8  RETENTION OF LIEN

            (a)   Nothing in this clause 39 shall release the Note Trustee from
                  any liability incurred by it prior to its retirement.

            (b)   The outgoing Note Trustee will remain entitled to the benefit
                  of the indemnities granted by this deed to the outgoing Note
                  Trustee in respect of any liability, cost or other obligation
                  incurred by it while acting as Note Trustee, as if it were
                  still the Note Trustee under this deed.

      39.9  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.

            (d)   Neither the Manager, the Issuer nor any of their related
                  entities may be appointed as Note Trustee.


                                       71
<PAGE>

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

40    NOTE TRUSTEE'S POWERS ADDITIONAL

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

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

41    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.

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

42    NOTICES

      42.1  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:

                  (1)   (in the case of delivery in person or by post) when
                        delivered, received or left at the address of the person
                        shown in clause 42.2 or to any other address of which
                        the sender may have been notified by the recipient; and

                  (2)   (in the case of facsimile transmission) on receipt of a
                        transmission report confirming successful transmission
                        to the number shown in clause 42.2 or any other number
                        notified by the recipient to the sender in accordance
                        with this clause 42;

                  but if delivery or receipt is on a day on which business is
                  not generally carried on in the place to which the
                  communication is sent or is later than 5.00 pm (local time),
                  it will be taken to have been duly given or made at the
                  commencement of business on the next day on which business is
                  generally carried on in that place. Any party may by notice to
                  each party change its address and facsimile under this clause
                  42.1.

      42.2  DETAILS

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


                                       72
<PAGE>

                  THE ISSUER

                         Perpetual Limited
                         Level 12
                         123 Pitt Street
                         Sydney New South Wales 2000
                         Australia

                         Fax:       +612 9221 7870

                         Attention: Head of Debt Markets/Manager, Securitisation

                  THE MANAGER

                         ME Portfolio Management Limited
                         Level 23
                         360 Collins Street
                         Melbourne Victoria 3000
                         Australia

                         Fax:       +613 9605 6200

                         Attention: Manager - Capital Markets

                  THE NOTE TRUSTEE

                         The Bank of New York
                         101 Barclay Street
                         Floor 21 West
                         New York  New York  10286
                         United States of America

                         Fax:         +1 212 815 5915

                         Attention:   Global Structured Finance

                  THE CALCULATION AGENT

                         The Bank of New York
                         101 Barclay Street
                         Floor 21 West
                         New York  New York  10286
                         United States of America

                         Fax:        +1 212 815 5915

                         Attention:  Global Structured Finance


                  THE SECURITY TRUSTEE

                        Perpetual Trustee Company Limited
                        Level 12
                        123 Pitt Street
                        Sydney  New South Wales  2000
                        Australia


                        Fax:       +612 9221 7870


                                       73
<PAGE>

                        Attention: Head of Debt Markets/Manager - Securitisation

                  THE NOTE REGISTRAR

                        The Bank of New York
                        101 Barclay Street
                        Floor 21 West
                        New York  New York  10286
                        United States of America

                        Fax:       +1 212 815 5915

                        Attention: Global Structured Finance

                  THE PRINCIPAL PAYING AGENT

                        The Bank of New York
                        101 Barclay Street
                        Floor 21 West
                        New York  New York  10286
                        United States of America

                        Fax:       +1 212 815 5915

                        Attention: Global Structured Finance

                  THE IRISH PAYING AGENT

                        AIB/BNY Fund Management (Ireland) Limited
                        Guild House
                        Guild Street
                        Dublin 1
                        Republic of Ireland

                        Fax:       +353 1 829 0833

                        Attention: Chief Operating Officer

      42.3  COMMUNICATION THROUGH PRINCIPAL PAYING AGENT

            All communications relating to this agreement between the Issuer and
            the Manager and the Calculation Agent and any of the Paying Agents
            or between the Paying Agents themselves shall save as otherwise
            provided in this agreement, be made through the Principal Paying
            Agent.

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

43    GOVERNING LAW AND JURISDICTION

      43.1  GOVERNING LAW

            (a)   Subject to clause 43.1(b), this deed and the Note Trust are
                  governed by the law of New South Wales, Australia. The parties
                  submit to the non-exclusive jurisdiction of courts exercising
                  jurisdiction there.

            (b)   The administration of the Note Trust created under this deed,
                  including the exercise of the Note Trustee's powers under
                  clause 13 of this deed, is governed by the law of New York. In
                  the event of any inconsistency


                                       74
<PAGE>

                  between the operation of the law of New South Wales, Australia
                  and the law of New York in respect of the application of those
                  powers, the law of New York will prevail to the extent of the
                  inconsistency.

      43.2  JURISDICTION

            Each of the parties hereto irrevocably agrees for the benefit of
            each other and the Noteholders that the courts of New South Wales,
            Australia are to have jurisdiction to settle any disputes which may
            arise out of or in connection with this deed and that accordingly
            any notices, demands, suit, action or proceedings arising out of or
            in connection with this deed (together referred to as "PROCEEDINGS")
            may be brought in the courts of New South Wales, Australia. Each of
            the parties hereto irrevocably and unconditionally waives and agrees
            not to raise any objection which it may have now or subsequently to
            the laying of the venue of any Proceedings in the courts of New
            South Wales, Australia and any claim that any Proceedings have been
            brought in an inconvenient forum and further irrevocably and
            unconditionally agrees that a judgment in any Proceedings brought in
            the courts of New South Wales, Australia shall be conclusive and
            binding upon it and may be enforced in the courts of any other
            jurisdiction. Nothing in this Clause shall limit any right to take
            Proceedings in any other court of competent jurisdiction, nor shall
            the taking of Proceedings in one or more jurisdictions preclude the
            taking of Proceedings in any other jurisdiction, whether
            concurrently or not.

      43.3  AGENT

            The Issuer irrevocably and unconditionally appoints CT Corporation
            System, 111 Eighth Avenue, 13th floor, New York, New York, 10011 and
            in the event of its ceasing so to act will appoint such other person
            as the Note Trustee may approve and as the Issuer may nominate in
            writing to the Note Trustee for the purpose to accept service of
            process on its behalf in respect of any Proceedings. The Issuer:

            (a)   agrees to procure that, so long as any of the Notes remains
                  outstanding, there shall be in force an appointment of such a
                  person approved by the Note Trustee with an office with
                  authority to accept service as aforesaid;

            (b)   agrees that failure by any such person to give notice of such
                  service of process to the Issuer shall not impair the validity
                  of such service or of any judgment based thereon;

            (c)   consents to the service of process in respect of any
                  Proceedings by airmailing of copies, postage prepaid, to the
                  Issuer in accordance with Clause 26; and

            (d)   agrees that nothing in this deed shall affect the right to
                  serve process in any other manner permitted by law.

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

44    COUNTERPARTS

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


                                       75
<PAGE>

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

45    LIMITED RECOURSE

      45.1  GENERAL

            Clause 26 of the Master Trust Deed applies to the obligations and
            liabilities of the Issuer and the Manager under this deed.

      45.2  LIABILITY OF ISSUER LIMITED TO ITS RIGHT TO INDEMNITY

            (a)   The Issuer enters into this deed only in its capacity as
                  trustee of the Securitisation Fund and in no other capacity
                  (except where the Transaction Documents provide otherwise).
                  Subject to clause 45.2(c) below, a liability arising under or
                  in connection with this deed or the Securitisation Fund is
                  limited to and can be enforced against the Issuer only to the
                  extent to which it can be satisfied out of the assets and
                  property of the Securitisation Fund which are available to
                  satisfy the right of the Issuer to be exonerated or
                  indemnified for the liability. This limitation of the Issuer's
                  liability applies despite any other provision of this deed and
                  extends to all liabilities and obligations of the Issuer in
                  any way connected with any representation, warranty, conduct,
                  omission, agreement or transaction related to this deed or the
                  Securitisation Fund.

            (b)   Subject to 45.2(c) below, no person (including any Relevant
                  Party) may take action against the Issuer in any capacity
                  other than as trustee of the Securitisation Fund or seek the
                  appointment of a receiver (except under the Security Trust
                  Deed), or a liquidator, an administrator or any similar person
                  to the Issuer or prove in any liquidation, administration or
                  arrangements of or affecting the Issuer except in relation to
                  the Assets of the Securitisation Fund.

            (c)   The provisions of this clause 45.2 shall not apply to any
                  obligation or liability of the Issuer to the extent that it is
                  not satisfied because under a Transaction Document or by
                  operation of law there is a reduction in the extent of the
                  Issuer's indemnification or exoneration out of the Assets of
                  the Securitisation Fund as a result of the Issuer's fraud,
                  negligence or wilful default and will not apply to any
                  obligation or liability of the Issuer to pay amounts from its
                  personal funds pursuant to clause 12.1.

            (d)   It is acknowledged that the Relevant Parties are responsible
                  under this deed or the other Transaction Documents for
                  performing a variety of obligations relating to the
                  Securitisation Fund. No act or omission of the Issuer
                  (including any related failure to satisfy its obligations
                  under this deed) will be considered fraud, negligence or
                  wilful default of the Issuer for the purpose of clause 45.2(c)
                  above to the extent to which the act or omission was caused or
                  contributed to by any failure by any Relevant Party or any
                  person who has been delegated or appointed by the Issuer in
                  accordance with the Transaction Documents to fulfil its
                  obligations relating to the Securitisation Fund or by any
                  other act or omission of a Relevant Party or any such person.

            (e)   No attorney, agent, delegate, receiver or receiver and manager
                  appointed in accordance with this deed or any other
                  Transaction Document has authority to act on behalf of the
                  Issuer in a way which exposes the Issuer


                                       76
<PAGE>

                  to any personal liability and no act or omission of any such
                  person will be considered fraud, negligence or wilful default
                  of the Issuer for the purpose of clause 45.2(c) above.

            (f)   In this clause 45.2, Relevant Parties means any party to a
                  Transaction Document other than the Issuer.

            (g)   The Issuer is not obliged to do or refrain from doing anything
                  under this deed (including incurring liability) unless the
                  Issuer's liability is limited in the same manner as set out in
                  paragraphs (a) to (c) of this clause 45.2.

      45.3  UNRESTRICTED REMEDIES

            Nothing in clause 45.2 limits any party in:

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

            (b)   obtaining declaratory relief;

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

            (d)   taking any legal action against the Issuer in its personal
                  capacity under clause 45.2(c)

      45.4  RESTRICTED REMEDIES

            Except as provided in clauses 45.2(c) and 45.3, none of the Note
            Trustee, each Paying Agent or the Calculation Agent shall, in
            respect of this Deed:

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

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

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

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

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

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

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

            or take proceedings for any of the above and the Note Trustee, each
            Paying Agent and the Calculation Agent waives their rights to make
            those applications and take those proceedings.

            A reference to the Issuer in this clause 45.4 is to the Issuer in
            its personal capacity and not as trustee of the Securitisation Fund

      45.5  WILFUL DEFAULT OF THE ISSUER

            For the purposes of this deed the expression "wilful default":


                                       77
<PAGE>

            (a)   in relation to the Issuer, means a wilful default of this deed
                  by the Issuer:

                  (1)   other than a default which:

                        (A)   arises out of a breach of a Transaction Document
                              by a person other than the Issuer or any person
                              referred to in clause 45.5(b) in relation to the
                              Issuer;

                        (B)   arises because some other act or omission is a
                              precondition to the relevant act or omission of
                              the Issuer and that other act or omission does not
                              occur;

                        (C)   is in accordance with a lawful court order or
                              direction or is required by law; or

                        (D)   is in accordance with an instruction or direction
                              given to it by any person in circumstances where
                              that person is authorised to do so by any
                              Transaction Document; and

                  (2)   in circumstances where had it not committed that default
                        it would have been entitled to recoupment, reimbursement
                        or a right of indemnity for its costs and expenses (if
                        any) in complying with this deed from the Securitisation
                        Fund;

            (b)   a reference to the "fraud", "negligence" or "wilful default"
                  of the Issuer means the fraud, negligence or wilful default of
                  the Issuer and of its officers or employees, but not of its
                  agents or delegates, unless the Issuer is liable for the acts
                  or omissions of such other person under the terms of this
                  deed.

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

46       SUCCESSOR TRUSTEE

            The Note Trustee, each Paying Agent and the Calculation Agent shall
            do all things reasonably necessary to enable any successor Issuer
            appointed under clause 18 of the Master Trust Deed to become the
            Issuer under this deed.

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

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

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

48    NO LIABILITY

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


                                       78
<PAGE>

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

            (b)   any decline or loss directly or indirectly arising from the
                  Note Trustee acting or failing to act as a consequence of an
                  opinion reached by it or failing to act as a consequence of it
                  not being indemnified for any action it might otherwise have
                  taken as contemplated by clause 6.3; and

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

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

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

49    PROSPECTUS

            The Note Trustee has no responsibility for any statement or
            information in or omission from any prospectus, advertisement,
            circular or other document issued by or on behalf of the Issuer or
            Manager, including in connection with the issue of Class A Offered
            Notes. Neither the Issuer nor the Manager may publish or permit to
            be published any such document in connection with the offer of Class
            A Offered Notes or an invitation for subscriptions for Class A
            Offered 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.

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

50    NOTE TRUSTEE'S LIMITED LIABILITY

      50.1  RELIANCE ON CERTIFICATE

            The Note Trustee shall not incur any liability as a result of
            relying upon the authority, validity, due authorisation of, or the
            accuracy of any information contained in any notice, resolution,
            direction, consent, certificate, receipt, affidavit, statement,
            valuation report or other document or communication (including any
            of the above submitted or provided by the Manager, by the Issuer or
            by a Class A Offered Noteholder) if the Note Trustee is entitled,
            under clause 50.2 to assume such authenticity, validity, due
            authorisation or accuracy.

            In preparing any notice, certificate, advice or proposal the Note
            Trustee shall be entitled to assume, unless it is actually aware to
            the contrary, that each person under any Authorised Investment,
            Enhancement, Mortgage, other Transaction Document or any other deed,
            agreement or arrangement incidental to any of the


                                       79
<PAGE>

            above or to the Securitisation Fund, will perform their obligations
            under those documents in full by the due date and otherwise in
            accordance with their terms.

      50.2  NOTE TRUSTEE'S RELIANCE ON MANAGER, SECURITY TRUSTEE, ISSUER OR
            MORTGAGE MANAGER

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

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

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

                           in either case unless the officers of the Note
                           Trustee responsible for the administration of the
                           Note Trust are actually aware to the contrary.

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

      50.3  COMPLIANCE WITH LAWS

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

      50.4  RELIANCE ON EXPERTS

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


                                       80
<PAGE>

      50.5  OVERSIGHTS OF OTHERS

            Having regard to the limitations on the Note Trustee's duties,
            powers, authorities and discretions under this deed, the Note
            Trustee shall not be responsible for any act, omission, misconduct,
            mistake, oversight, error of judgment, forgetfulness or want of
            prudence on the part of any person or agent appointed by the Note
            Trustee or on whom the Note Trustee is entitled to rely under this
            deed (other than a related body corporate (as defined in section 9
            of the Corporations Act)), attorney, banker, receiver, barrister,
            solicitor, agent or other person acting as agent or adviser to the
            Note Trustee except to the extent of losses, costs, claims or
            damages caused by the Note Trustee's fraud, negligence or wilful
            default, provided that nothing in this deed or any other Transaction
            Document imposes any obligations on the Note Trustee to review or
            supervise the performance by any other party of its obligations.

      50.6  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.

      50.7  IMPOSSIBILITY OR IMPRACTICABILITY

            If for any other reason it becomes impossible or impracticable for
            it to carry out any or all of the provisions of this deed or any
            other Transaction Document, the Note Trustee shall not be under any
            liability and, except to the extent of its own fraud, negligence or
            wilful default, 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.

      50.8  LEGAL AND OTHER PROCEEDINGS

            (a)   (INDEMNITY FOR LEGAL COSTS) The Note Trustee or the Class A
                  Offered Noteholders acting under clause 6.5 (as the case may
                  be) (each an Indemnified Party) shall be indemnified by the
                  Issuer (subject to clause 45) for all legal costs and
                  disbursements on a full indemnity basis and all other cost,
                  disbursements, outgoings and expenses incurred by the
                  Indemnified Party in connection with:

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

                  (2)   without limiting the generality of clause 50.8(a)(1)
                        above, the initiation, defence, carriage and settlement
                        of any action, suit, proceeding or dispute in respect
                        of; and

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

                  this deed or any other Transaction Document or otherwise under
                  or in respect of this deed provided that the enforcement,
                  contemplated enforcement or preservation by the Note Trustee
                  (as the case may be) of


                                       81
<PAGE>

                  the rights referred to in clause 50.8(a)(1) or the court
                  proceedings referred to in clause 50.8(a)(2) (including in
                  each case the defence of any action, suit, proceeding or
                  dispute brought against the Indemnified Party), and the basis
                  of incurring any of those costs, disbursements, outgoings and
                  expenses by the Indemnified Party:

                  (4)   has been approved in advance by the written consent of
                        the holders of at least 75% of the aggregate Invested
                        Amount of the Class A Offered Notes calculated and
                        expressed in the A$ Equivalent; or

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

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

            (c)   (EXPENSES) Subject to clause 45, the Issuer will on demand
                  reimburse the Note Trustee for and keep the Note Trustee
                  indemnified against all expenses including legal costs and
                  disbursements (on a full indemnity basis) reasonably incurred
                  by the Note Trustee in connection with:

                  (1)   the preparation and execution of this deed and any
                        subsequent consent, agreement, approval or waiver under
                        this deed or amendment to this deed;

                  (2)   the exercise, enforcement, preservation or attempted
                        exercise enforcement or preservation of any rights under
                        this deed including without limitation any expenses
                        incurred in the evaluation of any matter of material
                        concern to the Note Trustee; and

                  (3)   any enquiry by a Government Agency concerning the Issuer
                        or the Assets of the Securitisation Fund or a
                        transaction or activity the subject of the Transaction
                        Documents.

      50.9  NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

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


                                       82
<PAGE>

      50.10 FURTHER LIMITATIONS ON NOTE TRUSTEE'S LIABILITY

            Subject to clause 50.2, the Note Trustee shall not be liable:

            (a)   for any losses, costs, liabilities or expenses arising out of
                  the exercise or non-exercise of its discretion or for any
                  other act or omission on its part under this deed, any other
                  Transaction Document or any other document except where the
                  exercise or non-exercise of any discretion, or any act or
                  omission, by the Note Trustee, or any of its officers or
                  employees, or any agent, delegate, sub-agent, sub-delegate
                  employed by the Note Trustee in accordance with this deed (and
                  where this deed provides that the Note Trustee is liable for
                  the acts or omissions of any such person) to carry out any
                  transactions contemplated by this deed, constitutes fraud,
                  negligence or wilful default;

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

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

                  (2)   any person under an Enhancement or Mortgage,

                  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 or delegate employed by
                  the Note Trustee in accordance with this deed to carry out any
                  transactions contemplated by this deed;

            (c)   for any Manager's Default;

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

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

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

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

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

            (i)   for any losses, costs, liabilities or expenses caused by the
                  Note Trustee's failure (except where it has an express
                  obligation to do so) to check any calculation, information,
                  document, form or list supplied or purported to be supplied to
                  it by the Manager, the Issuer or Security Trustee,

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


                                       83
<PAGE>

            Nothing in this clause 50.10 alone (but without limiting the
            operation of any other clause of this deed) shall imply a duty on
            the Note Trustee to supervise the Manager or the Security Trustee in
            the performance of the Manager's or the Security Trustee's functions
            and duties, and the exercise by the Manager or the Security Trustee
            of its discretions.

      50.11 CONFLICTS

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

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

      50.12 INFORMATION

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

      50.13 INVESTIGATION BY NOTE TRUSTEE

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

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

51    NOTEHOLDERS' LISTS AND REPORTS, CONTINUING SECURITY, RELEASES AND WAIVERS

      51.1  PROVISION OF INFORMATION

            The Manager will 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


                                       84
<PAGE>

                  the Note Trustee may reasonably require, of the names and
                  addresses of the Class A Offered 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 Issuer 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 Offered Notes are Book-Entry Notes,

            no such list shall be required to be furnished.

      51.2  PRESERVATION OF INFORMATION; COMMUNICATIONS TO NOTEHOLDERS

            (a)   The Note Trustee shall preserve, in as current a form as is
                  reasonably practicable, the names and addresses of the Class A
                  Offered Noteholders contained in the most recent list (if any)
                  furnished to the Note Trustee as provided in clause 51.1 and
                  if it acts as Note Registrar, the names and addresses of Class
                  A Offered Noteholders received by the Note Trustee in its
                  capacity as Note Registrar. The Note Trustee may destroy any
                  list furnished to it as provided in such clause 51.1 upon
                  receipt of a new list so furnished.

            (b)   The Note Trustee must comply with its obligations pursuant to
                  Section 312(b) of the TIA. Class A Offered Noteholders may
                  communicate pursuant to Section 312(b) of the TIA with other
                  Class A Offered Noteholders with respect to their rights under
                  this deed or under the Class A Offered Notes.

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

      51.3  REPORTS BY NOTE TRUSTEE

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

      51.4  NOTICES TO CLASS A OFFERED NOTEHOLDERS; WAIVER

            Where this deed provides for notice to Class A Offered Noteholders
            of any event, such notice shall be sufficiently given (unless
            otherwise herein expressly provided) if in writing and mailed,
            first-class, postage prepaid to each Noteholder affected by such
            event, at his or her address as it appears on the Note Register, not


                                       85
<PAGE>

            later than the latest date, and not earlier than the earliest date,
            prescribed for the giving of such notice. In any case where notice
            to Class A Offered Noteholders is given by mail, neither the failure
            to mail such notice nor any defect in any notice so mailed to any
            particular Class A Offered Noteholder shall affect the sufficiency
            of such notice with respect to other Class A Offered Noteholders,
            and any notice that is mailed in the manner herein provided shall
            conclusively be presumed to have been duly given. Where this deed
            provides for notice in any manner, such notice may be waived in
            writing by any person entitled to receive such notice, either before
            or after the event, and such waiver shall be the equivalent of such
            notice. Waivers of notice by Class A Offered Noteholders shall be
            filed with the Note Trustee but such filing shall not be a condition
            precedent to the validity of any action taken in reliance upon such
            a waiver.

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

      51.5  ISSUER'S LIABILITY NOT AFFECTED

            This deed and the liability of the Issuer under this deed will not
            be affected or discharged by any of the following:

            (a)   (INDULGENCE): the granting to the Issuer or to any other
                  person of any time or other indulgence or consideration;

            (b)   (DELAY IN RECOVERY): subject to Condition 8 of the Conditions,
                  the Note Trustee failing or neglecting to recover any amounts
                  owing in respect of the Class A Offered Notes;

            (c)   (LACHES): any other laches, acquiescence, delay, act, omission
                  or mistake on the part of the Note Trustee or any other
                  person; or

            (d)   (RELEASE): the release, discharge, abandonment or transfer
                  whether wholly or partially and with or without consideration
                  of any other security judgment or negotiable instrument held
                  from time to time or recovered by the Note Trustee from or
                  against the Issuer or any other person.

      51.6  REPORTS BY ISSUER

            The Issuer or the Manager on its behalf shall:

            (a)   file with the Note Trustee, within 15 days after the Issuer,
                  the Securitisation Fund or the Manager 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 Issuer, the Securitisation Fund or the Manager may be
                  required to file with the Commission pursuant to Section 13 or
                  15(d) of the Securities Exchange Act of 1934, as amended, or,
                  if the Issuer, the Securitisation Fund or the Manager is not
                  required to file information, documents or reports with the
                  Commission pursuant to Section 13 or 15(d) of the Securities
                  Exchange Act of 1934, as amended,


                                       86
<PAGE>

                  to file with the Note Trustee and the Commission, in
                  accordance with rules and regulations prescribed from time to
                  time by the Commission, such of the supplementary and periodic
                  information, documents and reports which may be required
                  pursuant to Section 13 of the Securities Exchange Act of 1934,
                  as amended, in respect of a security listed on a national
                  securities exchange as may be prescribed in such rules and
                  regulations;

            (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 Issuer or the Manager on its
                  behalf with the conditions and covenants of this deed as may
                  be required from time to time by such rules and regulations;
                  and

            (c)   supply to the Note Trustee (and the Note Trustee shall
                  transmit by mail to all Class A[ ] Noteholders described in
                  Section 313(c) of the TIA) such summaries of any information,
                  documents and reports required to be filed by the Issuer, the
                  Securitisation Fund or the Manager pursuant to clauses 51.6(a)
                  and 51.6(b) as may be required by rules and regulations
                  prescribed from time to time by the Commission.

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

52    TRUST INDENTURE ACT; MISCELLANEOUS

      52.1  COMPLIANCE CERTIFICATES AND OPINIONS

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

                  (1)   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;

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

                  (3)   (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)   Prior to the deposit of any property or securities with the
                  Issuer 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 Issuer (or the Manager
                  on its behalf) shall, in addition to any obligation imposed in
                  clause 52.1(a) or elsewhere in this deed, furnish to the Note
                  Trustee an Officer's Certificate meeting the applicable
                  requirements of Section 314(d)(2) of the TIA 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.


                                       87
<PAGE>

            (c)   Whenever any property or securities are to be released from
                  the Security Interest created by the Security Trust Deed, the
                  Issuer (or the Manager on its behalf) shall also furnish to
                  the Note Trustee an Officer's Certificate meeting the
                  applicable requirements of Section 314(d)(1) of the TIA
                  certifying or stating the opinion of each person signing such
                  certificate as to the fair value (within 90 days of such
                  release) of the property or securities proposed to be released
                  and stating that in the opinion of such person the proposed
                  release will not impair the security under the Security Trust
                  Deed in contravention of the provisions of the Security Trust
                  Deed or this deed.

            (d)   Whenever the Issuer (or the Manager on its behalf) 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 clause 52.1(b) and (c), the Issuer
                  (or the Manager on its behalf) shall also furnish to the Note
                  Trustee an Independent Certificate as to the same matters if
                  the fair value of the property or securities and of all other
                  property or securities deposited or released from the Security
                  Interest created by the Security Trust Deed since the
                  commencement of the then current calendar year, as set forth
                  in the certificate required by clause 52.1(b) or (c) and this
                  clause 52.1(d), equals 10% or more of the Outstanding
                  Principal Balance of the Notes calculated and expressed in the
                  A$ Equivalent, 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 the A$ Equivalent of US$25,000 or
                  less than one percent of the then Outstanding Principal
                  Balance of the Notes calculated and expressed in the A$
                  Equivalent. Notwithstanding any other provision of this clause
                  52.1(d), the Issuer may:

                  (1)   collect, liquidate, sell or otherwise dispose of
                        receivables or other Assets of the Securitisation Fund
                        as and to the extent permitted or required by the
                        Transaction Documents; and

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

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

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

                  (2)   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;

                  (3)   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


                                       88
<PAGE>

                  (4)   a statement as to whether or not, in the opinion of each
                        such signatory, such condition or covenant has been
                        complied with.

      52.2  UNDERTAKING FOR COSTS

            (a)   Subject to clause 52.2(b), all parties to this deed agree, and
                  each Class A Offered Noteholder by such Class A Offered
                  Noteholder's acceptance thereof shall be deemed to have
                  agreed, that any court may in its discretion require, in any
                  suit for the enforcement of any right or remedy under this
                  deed, or in any suit against the Note Trustee for any action
                  taken, suffered or omitted by it as the Note Trustee, the
                  filing by any party litigant in such suit of an undertaking to
                  pay the costs of such suit, and that such court may in its
                  discretion assess reasonable costs, including reasonable
                  attorneys' fees, against any party litigant in such suit,
                  having due regard to the merits and good faith of the claims
                  or defences made by such party litigant.

            (b)   The provisions of this clause 52.2 shall not apply to:

                  (1)   any suit instituted by the Note Trustee;

                  (2)   any suit instituted by any Class A Offered Noteholder,
                        or group of Class A Offered Noteholders in each case
                        holding in the aggregate more than 10% of the aggregate
                        Invested Amount of the Class A Offered Notes calculated
                        and expressed in the A$ Equivalent; or

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

      52.3  EXCLUSIONS OF SECTION 316

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

            (b)   For the purposes of Section 316(a)(2) of the TIA in
                  determining whether any Class A Offered Noteholders have
                  concurred in any relevant direction or consent, Class A
                  Offered Notes owned by the Issuer or by any person directly or
                  indirectly controlling or controlled by or under direct or
                  indirect common control with the Issuer, shall be disregarded,
                  except that for the purposes of determining whether the Note
                  Trustee shall be protected in relying on any such direction or
                  consent, only Class A Offered Notes which the Note Trustee
                  knows are so owned shall be so disregarded.

      52.4  UNCONDITIONAL RIGHTS OF CLASS A OFFERED NOTEHOLDERS TO RECEIVE
            PRINCIPAL AND INTEREST

            Notwithstanding any other provisions in this deed but subject to
            clause 45, any Class A Offered Noteholder shall have the right,
            which is absolute and unconditional, to receive payment of the
            principal of and interest, if any, on such Class A Offered Note on
            or after the respective due dates thereof expressed in such Class A
            Offered Note or in this deed (or, in the case of final redemption of
            a Note, on or after the Final Maturity Date) and to institute suit
            for the enforcement of any such payment, and such right shall not be
            impaired or affected without the


                                       89
<PAGE>

            consent of such Class A Offered 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.

      52.5  CONTINUING OBLIGATION

            This deed shall be a continuing obligation notwithstanding any
            settlement of account intervening payment express or implied
            revocation or any other matter or thing whatsoever until a final
            discharge thereof has been given to the Issuer.

      52.6  NO MERGER

            Neither this deed nor any of the Note Trustee's powers shall merge
            or prejudicially affect or be merged in or prejudicially affected by
            and the Issuer's obligations hereunder shall not in any way be
            abrogated or released by any other security, any judgment or order,
            any contract, any cause of action or remedy or any other matter or
            thing now or hereafter existing in respect of the Secured Moneys.

      52.7  WAIVER

            A failure to exercise or enforce or a delay in exercising or
            enforcing or the partial exercise or enforcement of any right,
            remedy, power or privilege hereunder by a party shall not in any way
            preclude or operate as a waiver of any further exercise or
            enforcement thereof or the exercise or enforcement of any other
            right remedy power or privilege hereunder or provided by law.

      52.8  CONSENTS AND APPROVALS

            Where any act, matter or thing hereunder depends on the consent or
            approval of the Note Trustee then unless expressly provided
            otherwise herein such consent or approval may be given or withheld
            in the absolute and unfettered discretion of the Note Trustee and
            may be given subject to such conditions as the Note Trustee thinks
            fit in its absolute and unfettered discretion and notwithstanding
            anything to the contrary in this deed, may be given retrospectively.

      52.9  WRITTEN WAIVER, CONSENT AND APPROVAL

            Any waiver, consent or approval given by a party under this deed
            shall only be effective and shall only bind that party if it is
            given in writing or given verbally and subsequently confirmed in
            writing and executed by that party or on its behalf by an officer
            for the time being of that party.

      52.10 TIME OF ESSENCE

            Time is of the essence in respect of the Issuer's obligations
            hereunder.

      52.11 MORATORIUM LEGISLATION

            To the fullest extent permitted by law, the provisions of all
            Statutes operating directly or indirectly:


                                       90
<PAGE>

            (a)   to lessen or otherwise to vary or affect in favour of the
                  Issuer any obligation under this deed; or

            (b)   to delay or otherwise prevent or prejudicially affect the
                  exercise of any powers conferred on the Note Trustee, the
                  Principal Paying Agent, the Calculation Agent or the Note
                  Registrar under this deed;

                  are hereby expressly waived, negatived and excluded.

      52.12 BINDING ON EACH SIGNATORY

            This deed shall bind each of the signatories hereto notwithstanding
            that any one or more of the named parties hereto does not execute
            this deed, that there is any invalidity forgery or irregularity
            touching any execution hereof or that this deed is or becomes
            unenforceable, void or voidable against any such named party.

      52.13 COUNTERPARTS

            This deed may be executed in a number of counterparts and all such
            counterparts taken together shall be deemed to constitute one and
            the same instrument.

      52.14 ASSIGNMENT

            No party may assign or transfer any of its rights or obligations
            under this deed without the prior written consent of the other
            parties and in accordance with the provisions of this deed with
            respect to retirement of each of such parties from their respective
            roles under this deed.

      52.15 POWER OF ATTORNEY

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

      52.16 CERTIFICATE OF NOTE TRUSTEE

            A certificate in writing signed by a Responsible Officer of the Note
            Trustee certifying any act, matter or thing relating to this deed is
            conclusive and binding on the Issuer in the absence of manifest
            error on the face of the certificate.

      52.17 REMEDIES CUMULATIVE

            The rights and remedies conferred by this deed upon the Note Trustee
            are cumulative and in addition to all other rights or remedies
            available to the Note Trustee by Statute or by general law.

      52.18 INTEREST ON JUDGMENT

            If a liability under this deed (other than a liability for
            negligence, fraud or wilful default of the Issuer under the
            Transaction Documents) becomes merged in a judgment or order then
            the Issuer as an independent obligation will pay interest to the
            Note Trustee on the amount of that liability at a rate being the
            higher of the rate payable pursuant to the judgment or order and the
            highest rate payable on the Class A Offered Notes from the date it
            becomes payable until it is paid.


                                       91
<PAGE>

      52.19 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.

            The provisions of Sections 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.

      52.20 KNOW YOUR CUSTOMER

            Subject to any confidentiality, privacy or general trust law
            obligations owed by the Note Trustee or the Issuer to Bondholders
            and any applicable confidentiality or privacy laws, each party
            hereto (INFORMATION PROVIDER) agrees to provide any information and
            documents reasonably required by another party hereto (INFORMATION
            RECEIVER) for the Information Receiver to comply with any applicable
            anti-money laundering or counter-terrorism financing laws including,
            without limitation, any laws imposing "know your customer" or other
            identification checks or procedures on a party, but only to the
            extent that such information is in the possession of, or otherwise
            readily available to, the Information Provider. Any Information
            Receiver receiving information and documents pursuant to this clause
            52.20 agrees to utilize such information and documents solely for
            the purpose of complying with applicable anti-money laundering or
            counter-terrorism financing laws.

      52.21 COMPLIANCE WITH REGULATION AB

            Each party to this deed ) acknowledges and agrees that to the extent
            it agrees with the Manager (or, in the case of the Manager,
            determines) that such party is "participating in the servicing
            function" in relation to the Securitisation Fund within the meaning
            of Item 1122 of Regulation AB, clauses 2.05 and 2.06(b) of the Side
            Letter to the Mortgage Origination and Management Agreement will
            apply to this deed as if references to "the Mortgage Manager" in
            those clauses were references to that party in the relevant capacity
            and the definition of "Subcontractor" in clause 1.01 of the Side
            Letter to the Mortgage Origination and Management Agreement will be
            construed accordingly.

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

53    CONSENT OF CLASS A OFFERED NOTEHOLDERS

      53.1  GENERAL

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

      53.2  SPECIAL WRITTEN APPROVALS

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


                                       92
<PAGE>

                  the Class A Offered Notes calculated and expressed in the A$
                  Equivalent, namely:

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

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

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

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

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

                  (6)   alteration of this sub-paragraph.

            (b)   The Class A Offered Noteholders shall in addition to the
                  powers given under this deed have the following powers if
                  approval is given by holders of at least 75% of the aggregate
                  Invested Amount of the Class A Offered Notes calculated and
                  expressed in the A$ Equivalent as appropriate,

                  (1)   power to sanction any compromise or arrangement proposed
                        to be made between the Issuer and the Class A Offered
                        Noteholders;

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

                  (3)   power to assent to any modification of the provisions
                        contained in this deed, the Class A Offered Notes
                        (including the Conditions) or the provisions of any of
                        the Transaction Documents which shall be proposed by the
                        Issuer or the Note Trustee;

                  (4)   power to give any authority or sanction which under the
                        provisions of this deed or the Class A Offered Notes
                        (including the Conditions) is required to be given in
                        writing by holders of at least 75% of the aggregate
                        Invested Amount of the Class A Offered Notes calculated
                        and expressed in the A$ Equivalent;

                  (5)   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;

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

                  (7)   power to authorise the Note Trustee to concur in and
                        execute and do all such deeds, instruments, acts and
                        things as may be necessary


                                       93
<PAGE>

                        to carry out and give effect to the approval in writing
                        by holders of at least 75% of the aggregate Invested
                        Amount of the Class A Offered Notes calculated and
                        expressed in the A$ Equivalent;

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

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

      53.3  REQUIREMENT FOR WRITING

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

      53.4  MEETINGS OF CLASS A OFFERED NOTEHOLDERS

            Meetings of Class A Offered Noteholders may be convened in the
            manner set out in the Meeting Procedures set out in Schedule 3 in
            any circumstance where a matter arises for determination by the
            Class A Offered Noteholders pursuant to this deed.

            Notwithstanding any of the foregoing, the Class A[ ] Noteholders,
            the Class A[ ] Noteholders may take action as a Class on any matters
            that relate solely to their relevant Class of Class A Offered Notes,
            provided that:

            (a)   the Class A[ ] Noteholders may not do anything which would
                  materially affect the rights and interests of the Class A[ ]
                  Noteholders absent the consent of the Class A[ ] Noteholders;
                  and

            (b)   the Class A[ ] Noteholders may not do anything which would
                  materially affect the rights and interests of the Class A[ ]
                  Noteholders absent the consent of the Class A[ ] Noteholders
                  and may not do anything which would affect the compliance of
                  this deed with the TIA.


                                       94
<PAGE>

      53.5  ENTIRE AGREEMENT

            This deed together with such of the Transaction Documents to which
            each of the parties hereto is a party, constitutes the entire
            agreement between the parties to it as to the subject matter with
            which it deals.


                                       95
<PAGE>

EXECUTED AS A DEED:


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

ISSUER

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


-------------------------------      ---------------------------------------
Witness                              Attorney


-------------------------------      ---------------------------------------
Name (please print)                  Name (please print)

MANAGER

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


-------------------------------      ---------------------------------------
Witness                              Attorney


-------------------------------      ---------------------------------------
Name (please print)                  Name (please print)

NOTE TRUSTEE / PRINCIPAL PAYING AGENT / CALCULATION AGENT / NOTE REGISTRAR

EXECUTED for
THE BANK OF NEW YORK
by its Authorised Signatory in the presence of:


-------------------------------      ---------------------------------------
Witness                              Attorney


-------------------------------      ---------------------------------------
Name (please print)                  Name (please print)


                                       96
<PAGE>

SECURITY TRUSTEE

SIGNED SEALED AND DELIVERED
for PERPETUAL TRUSTEE COMPANY LIMITED
by its attorney in the presence of:


-------------------------------      ---------------------------------------
Witness                              Attorney


-------------------------------      ---------------------------------------
Name (please print)                  Name (please print)

IRISH PAYING AGENT

SIGNED SEALED AND DELIVERED
for AIB/BNY FUND MANAGEMENT (IRELAND) LIMITED
by its attorney in the presence of:


-------------------------------      ---------------------------------------
Witness                              Attorney


-------------------------------      ---------------------------------------
Name (please print)                  Name (please print)


                                       97
<PAGE>

SCHEDULE 1 - FORM OF BOOK-ENTRY NOTE


PART A - FORM OF CLASS A[ ] BOOK-ENTRY NOTE


REGISTERED                                  CUSIP No............................

                                            ISIN No.............................

                                            Common Code.........................



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

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

                                Perpetual Limited

                              (ABN 86 000 431 827)

           (a limited liability company incorporated under the law of

                           New South Wales, Australia)

                        in its capacity as trustee of the

                            SMHL Global Fund No. [ ]

                           CLASS A[ ] BOOK-ENTRY NOTE

                                  representing

                                     US$[#]

              Class A[ ] Mortgage Backed Floating Rate Notes Due on

                    the Payment Date falling in January 2037

This Note is a Class A[ ] Book-Entry Note in respect of a duly authorised issue
of Notes of Perpetual Limited in its capacity as trustee of the SMHL Global Fund
No. [ ] (the "SECURITISATION FUND") (the "ISSUER"), designated as specified in
the title above (the "NOTES"), in an initial aggregate principal amount of

                                  ** US$[#] **

and (a) constituted by a Master Trust Deed (the "MASTER TRUST DEED") dated 4
July 1994 as amended and restated from time to time between the Issuer as
trustee, and ME Portfolio Management Limited (the "MANAGER"), by a Supplementary
Bond Terms Notice (the "SUPPLEMENTARY BOND TERMS NOTICE") dated [#] executed by
the Issuer, the Security Trustee (as defined herein), The Bank of New York (the
note trustee for the time being referred to as the


                                       98
<PAGE>

"NOTE TRUSTEE") as trustee for the holders for the time being of the Class A
Offered Notes (the "CLASS A OFFERED NOTEHOLDERS") and the Manager, and by the
Conditions; (b) issued subject to a Note Trust Deed dated [#] (the "NOTE TRUST
DEED") between (among others) the Issuer, the Manager and the Note Trustee; and
(c) secured by a Security Trust Deed (the "SECURITY TRUST DEED") dated [#]
between the Issuer, the Manager, the Note Trustee, AIB/BNY Fund Management
(Ireland) Limited (the "IRISH PAYING AGENT") and Perpetual Trustee Company
Limited (ABN 42 000 001 007) (the "SECURITY TRUSTEE", which expression shall
include its successor for the time being as security trustee under the Security
Trust Deed). References to the Conditions (or to any particular numbered
Condition) shall be to the Terms and Conditions of the Class A[ ] Notes set out
in Part A of Schedule 4 to the Note Trust Deed but with the deletion of those
provisions which are applicable only to Class A[ ] Notes in definitive form.
Terms and expressions defined in the Note Trust Deed and the Conditions shall,
save as expressly stated otherwise, bear the same meanings when used herein.

If the Issuer is obliged to issue Class A[ ] Definitive Notes under Clause 3.3
of the Note Trust Deed this Class A[ ] Book-Entry Note will be exchangeable in
whole at the offices of the Note Registrar at 101 Barclay Street, Floor 21 West,
New York, New York 10286, United States of America (or such other place outside
Australia and any of its respective territories and possessions and other areas
subject to jurisdictions as the Note Trustee may agree) during normal business
hours for Class A[ ] Definitive Notes and the Issuer shall execute and procure
that the Principal Paying Agent authenticates and delivers in full exchange for
this Class A[ ] Book-Entry Note, Class A[ ] Definitive Notes in aggregate
principal amount equal to the Amount of all Class A[ ] Notes represented by this
Class A[ ] Book-Entry Note. The Issuer is not obliged to issue Class A[ ]
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 Securitisation Fund, subject to
this Class A[ ] Book-Entry Note and subject to and in accordance with the
Conditions and the Note Trust Deed promises to pay to Cede & Co., or registered
assigns of this Class A[ ] Book-Entry Note the principal sum of US$[] or such
lesser amount as may from time to time be represented by this Class A[ ]
Book-Entry Note (or such part of that amount as may become repayable under the
Conditions, the Supplementary Bond Terms Notice and the Note Trust Deed) on such
date(s) that principal sum (or any part of it) becomes repayable in accordance
with the Conditions, the Supplementary Bond Terms Notice and the Note Trust Deed
and to pay interest in arrears on each Payment Date (as defined in Condition 4)
on the Invested Amount (as defined in Condition 5(a)) of this Class A[ ]
Book-Entry Note at rates determined in accordance with Condition 4 and all
subject to and in accordance with the certification requirements described in
this Class A[ ] Book-Entry Note, the Conditions, the Supplementary Bond Terms
Notice and the Note Trust Deed, which shall be binding on the registered holder
of this Class A[ ] Book-Entry Note (as if references in the Conditions to the
Notes and the Noteholders were references to this Class A[ ] Book-Entry Note and
the registered holder of this Class A[ ] Book-Entry Note respectively and as if
the same had been set out in this Class A[ ] Book-Entry Note in full with all
necessary changes, except as otherwise provided in this Class A[ ] Book-Entry
Note).

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


                                       99
<PAGE>

be made by the holder of this Class A[ ] Book-Entry Note, for so long as this
Class A[ ] Book-Entry Note is outstanding.

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

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

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

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

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

This Class A[ ] Book-Entry Note is not a document of title. Title shall be
determined by entry in the Register and only the duly registered holder from
time to time is entitled to payments in respect of this Class A[ ] Book-Entry
Note.

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

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

PERPETUAL LIMITED in its capacity as trustee of the SMHL Global Fund No. [ ]

By:       --------------------------------------

         Authorised Signatory


Date:    --------------------------------------


IMPORTANT NOTICE:

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

(a)   The Class A[ ] Notes do not represent deposits or other liabilities of
      Perpetual Limited, ABN 86 000 431 827, or associates of Perpetual Limited.

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


                                      100
<PAGE>

(c)   None of Perpetual Limited, any associate of Perpetual Limited, the
      Security Trustee, the Note Trustee, the Note Registrar, the Calculation
      Agent or the Paying Agents in any way stands behind the capital value
      and/or performance of the Class A[ ] Notes or the assets of the
      Securitisation Fund except in the case of Perpetual Limited only to the
      limited extent provided in the Transaction Documents for the
      Securitisation Fund.

(d)   None of Perpetual Limited, the Manager, the Security Trustee, the Note
      Trustee, the Note Registrar, the Calculation Agent, the Paying Agents, the
      Euro Currency Swap Provider or the US Currency Swap Provider (as defined
      in the Supplementary Bond Terms Notice) guarantees the payment of interest
      or the repayment of principal due on the Class A[ ] Notes.

(e)   None of the obligations of the Issuer or the Manager are guaranteed in any
      way by any associate either of them.

(f)   Without limiting the Conditions, the Issuer's liability to make payments
      in respect of the Class A[ ] Notes is limited to its right of indemnity
      from the assets of the Securitisation Fund from time to time available to
      make such payments under the Master Trust Deed and Supplementary Bond
      Terms Notice. All claims against the Issuer in relation to the Class A[ ]
      Notes can be enforced against the Issuer only to the extent to which it
      can be satisfied out of the assets of the Securitisation Fund 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 (as defined
      in the Master Trust Deed) on the part of the Issuer.

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

                          CERTIFICATE OF AUTHENTICATION

This Class A[ ] Book-Entry Note is authenticated by The Bank of New York and
until so authenticated shall not be valid for any purpose.

THE BANK OF NEW YORK as Principal Paying Agent by:


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


Assignment

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

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

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

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

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

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

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


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


                                      101
<PAGE>

substitution in the premises.

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

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

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


                                      102
<PAGE>

PART B - FORM OF TEMPORARY CLASS A[ ] GLOBAL NOTE


THIS TEMPORARY CLASS A[ ] GLOBAL NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER
OF U.S. LAW, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING
DATE AND THE COMMENCEMENT OF THE OFFERING OF THE CLASS A[ ] NOTES MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES, OR
FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF
ANY STATE OF THE UNITED STATES.

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


REGISTERED                                  ISIN No.............................

                                            Common Code.........................


Unless this Temporary Class A[ ] Global Note is presented by an authorised
representative of Euroclear Bank S.A./N.V. as operator of Euroclear
("EUROCLEAR") or of Clearstream Banking, Societe Anonyme ("CLEARSTREAM,
LUXEMBOURG"), to the Issuer or its agent for registration of transfer, exchange
or payment, and any Temporary Class A[ ] Global Note issued is registered in the
name of The Bank of New York Depositary (Nominees) Limited (and any payment is
made to The Bank of New York Depositary (Nominees) Limited), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, being The Bank of New York
Depositary (Nominees) Limited, has an interest herein.

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

                                Perpetual Limited

                              (ABN 86 000 431 827)

           (a limited liability company incorporated under the law of

                           New South Wales, Australia)

                        in its capacity as trustee of the

                            SMHL Global Fund No. [ ]

                        TEMPORARY CLASS A[ ] GLOBAL NOTE

                                  representing

                                    (euro)[#]


              Class A[ ] Mortgage Backed Floating Rate Notes Due on


                                      103
<PAGE>

                    the Payment Date falling in January 2037

This Note is a Temporary Class A[ ] Global Note in respect of a duly authorised
issue of Notes of Perpetual Limited in its capacity as trustee of the SMHL
Global Fund No. [ ] (the "SECURITISATION FUND") (the "ISSUER"), designated as
specified in the title above (the "NOTES"), in an initial aggregate principal
amount of

                                 ** (euro)[#] **

and (a) constituted by a Master Trust Deed (the "MASTER TRUST DEED") dated 4
July 1994 between the Issuer as trustee, and ME Portfolio Management Limited
(the "MANAGER") as amended and restated from time to time, by a Supplementary
Bond Terms Notice (the "SUPPLEMENTARY BOND TERMS NOTICE") dated [#] executed by
the Issuer, the Security Trustee (as defined herein), The Bank of New York (the
note trustee for the time being referred to as the "NOTE TRUSTEE") as trustee
for the holders for the time being of the Class A Offered Notes (the "CLASS A
OFFERED NOTEHOLDERS") and the Manager, and by the Conditions; (b) issued subject
to a Note Trust Deed dated [#] (the "NOTE TRUST DEED") between (among others)
the Issuer, the Manager, AIB/BNY Fund Management (Ireland) Limited (the "IRISH
PAYING AGENT") and the Note Trustee; and (c) secured by a Security Trust Deed
(the "SECURITY TRUST DEED") dated [#] between the Issuer, the Manager, the Note
Trustee and Perpetual Trustee Company Limited (ABN 42 000 001 007) (the
"SECURITY TRUSTEE", which expression shall include its successor for the time
being as security trustee under the Security Trust Deed). References to the
Conditions (or to any particular numbered Condition) shall be to the Terms and
Conditions of the Class A[ ] Notes set out in Part B of Schedule 4 to the Note
Trust Deed but with the deletion of those provisions which are applicable only
to Class A[ ] Notes in definitive form. Terms and expressions defined in the
Note Trust Deed and the Conditions shall, save as expressly stated otherwise,
bear the same meanings when used herein.

If the Issuer is obliged to issue Class A[ ] Definitive Notes under Clause 3.4
of the Note Trust Deed this Temporary Class A[ ] Global Note will be
exchangeable in whole at the offices of the Note Registrar at 48th Floor, 1
Canada Square, London, E14 5AL, United Kingdom (or such other place outside the
United States of America and Commonwealth of Australia and any of their
respective territories and possessions and other areas subject to jurisdictions
as the Note Trustee may agree) during normal business hours for Class A[ ]
Definitive Notes and the Issuer shall execute and procure that the Principal
Paying Agent authenticates and delivers in full exchange for this Temporary
Class A[ ] Global Note, Class A[ ] Definitive Notes in aggregate principal
amount equal to the Amount of all Class A[ ] Notes represented by this Temporary
Class A[ ] Global Note. The Issuer is not obliged to issue Class A[ ] Definitive
Notes until the later of:

(a)   the expiry of 40 days after the later of the first Bond Issue Date and the
      date on which the relevant Class A[ ] Notes are first offered to persons
      other than distributors in reliance on Regulation S of the Securities Act;
      and

(h)   30 days after it becomes aware of the occurrence of the relevant event or
      request in Clause 3.4(b) of the Note Trust Deed.

If the Issuer fails to meet its obligations to issue Class A[ ] Definitive
Notes, this shall be without prejudice to the Issuer's obligations with respect
to the Class A[ ] Notes under the Note Trust Deed, the Master Trust Deed, the
Supplementary Bond Terms Notice and this Temporary Class A[ ] Global Note.

The Issuer, in its capacity as trustee of the Securitisation Fund, subject to
this Temporary Class A[ ] 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 Class A[ ] Global Note, or registered assigns of


                                      104
<PAGE>

this Temporary Class A[ ] Global Note the principal sum of (euro)[] or such
lesser amount as may from time to time be represented by this Temporary Class A[
] Global Note (or such part of that amount as may become repayable under the
Conditions, the Supplementary Bond Terms Notice and the Note Trust Deed) on such
date(s) that principal sum (or any part of it) becomes repayable in accordance
with the Conditions, the Supplementary Bond Terms Notice and the Note Trust Deed
and to pay interest in arrears on each Payment Date (as defined in Condition 4)
on the Invested Amount (as defined in Condition 5(a)) of this Temporary Class A[
] Global Note at rates determined in accordance with Condition 4 and all subject
to and in accordance with the certification requirements described in this
Temporary Class A[ ] Global Note, the Conditions, the Supplementary Bond Terms
Notice and the Note Trust Deed, which shall be binding on the registered holder
of this Temporary Class A[ ] Global Note (as if references in the Conditions to
the Notes and the Noteholders were references to this Temporary Class A[ ]
Global Note and the registered holder of this Temporary Class A[ ] Global Note
respectively and as if the same had been set out in this Temporary Class A[ ]
Global Note in full with all necessary changes, except as otherwise provided in
this Temporary Class A[ ] Global Note).

Payments of interest on this Temporary Class A[ ] Global Note due and payable on
each Payment Date, together with the instalment of principal, if any, shall be
payable to the nominee of the Clearing Agency (initially, such nominee to be the
Common Depository in respect of the Class A[ ] Notes). No payment of interest or
principal may be made by the Issuer or any Paying Agent in the United States of
America or the Commonwealth of Australia or their possessions or into a bank
account or to an address in the United States of America or the Commonwealth of
Australia. Each of the persons appearing from time to time in the records of
Euroclear or Clearstream, Luxembourg, as the holder of a beneficial interest in
a Class A[ ] Note will be entitled to receive any payment so made in respect of
that Class A[ ] Note in accordance with the respective rules and procedures of
Euroclear and Clearstream, Luxembourg. Such persons will have no claim directly
against the Issuer in respect of payments due on the Class A[ ] Notes which must
be made by the holder of this Temporary Class A[ ] Global Note, for so long as
this Temporary Class A[ ] Global Note is outstanding.

Payments of interest on any portion of this Temporary Class A[ ] Global Note
with respect to any beneficial interest(s) in this Temporary Class A[ ] Global
Note and due to be made prior to the date or dates on which pertinent beneficial
interests in this Temporary Class A[ ] Global Note (or any portion of it) are
exchanged for a Permanent Class A[ ] Global Note (as provided below), which date
or dates shall be no earlier than the Exchange Date (as defined below), may, at
the direction of the registered holder of this Temporary Class A[ ] Global Note,
be made on each due date for that payment to Euroclear and/or Clearstream,
Luxembourg for credit to the accounts of the persons appearing in the records of
Euroclear and/or Clearstream, Luxembourg as having Class A[ ] Notes credited to
them.

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

On or after the date (the "EXCHANGE DATE") which is 40 days after the later of
the Bond Issue Date for the Class A[ ] Notes and the date the relevant Class A[
] Notes were first offered to persons other than distributors in reliance on
Regulation S of the Securities Act, this Temporary Class A[ ] Global Note may be
exchanged in whole or in part for a Permanent Class A[ ] Global Note in the form
of part C of schedule 1 to the Note Trust Deed upon presentation of this
Temporary Class A[ ] Global Note to the Note Registrar at its offices at 48th
Floor, 1 Canada Square, London, E14 5AL, United Kingdom (or such other place
outside the United States of


                                      105
<PAGE>

America or Commonwealth of Australia, and any of their territories and
possessions and other areas subject to their jurisdictions as the Note Trustee
may agree) during normal business hours. On an exchange of part only of this
Temporary Class A[ ] Global Note for the Permanent Class A[ ] Global Note,
details of that exchange shall be entered by recording that exchange, following
which the Outstanding Principal Balance and Invested Amount of the Class A[ ]
Notes to which this Temporary Class A[ ] Global Note relates shall be reduced
for all purposes by the amount so exchanged and the Note Register shall be
endorsed accordingly by the Note Registrar following which the Outstanding
Principal Balance of the Permanent Class A[ ] Global Note shall be increased by
that amount. On an exchange of the whole of this Temporary Class A[ ] Global
Note, this Temporary Class A[ ] Global Note shall be surrendered to the
Principal Paying Agent at its office at 48th Floor, 1 Canada Square, London, E14
5AL, United Kingdom (or such other place outside the United States of America
and the Commonwealth of Australia, and any of their respective territories and
possessions and other areas subject to jurisdictions as the Note Trustee may
agree). If, following the issue of a Permanent Class A[ ] Global Note in
exchange for this Temporary Class A[ ] Global Note, further Class A[ ] Notes are
to be exchanged under this paragraph, that exchange may be effected, without the
issue of a new Permanent Class A[ ] Global Note, by the Note Registrar endorsing
the Note Register to reflect an increase in the aggregate Invested Amount of
that Permanent Class A[ ] Global Note by an amount equal to the aggregate
Invested Amount of the Permanent Class A[ ] Global Note which would otherwise
have been issued on that exchange.

On an exchange of this Temporary Class A[ ] Global Note, this Temporary Class A
[ ] Global Note shall be surrendered to the Principal Paying Agent.

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

This Temporary Class A[ ] Global Note is not a document of title. Title shall be
determined by entry in the Register and only the duly registered holder from
time to time is entitled to payments in respect of this Temporary Class A[ ]
Global Note.

This Temporary Class A[ ] 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 Temporary Class A[ ] Global Note to be
signed [manually/in facsimile] by a person duly authorised on its behalf

PERPETUAL LIMITED in its capacity as trustee of the SMHL Global Fund No. [ ]

By:       --------------------------------------

         Authorised Signatory



Date:    --------------------------------------



IMPORTANT NOTICE:

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

(a)   The Class A[ ] Notes do not represent deposits or other liabilities of
      Perpetual Limited, ABN 86 000 431 827, or associates of Perpetual Limited.

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


                                      106
<PAGE>

(j)   None of Perpetual Limited, any associate of Perpetual Limited, the
      Security Trustee, the Note Trustee, the Note Registrar, the Calculation
      Agent or the Paying Agents in any way stands behind the capital value
      and/or performance of the Class A[ ] Notes or the assets of the
      Securitisation Fund except in the case of Perpetual Limited only to the
      limited extent provided in the Transaction Documents for the
      Securitisation Fund.

(k)   None of Perpetual Limited, the Manager, the Security Trustee, the Note
      Trustee, the Note Registrar, the Calculation Agent, the Paying Agents, the
      Euro Currency Swap Provider or, the US Currency Swap Provider (as defined
      in the Supplementary Bond Terms Notice) guarantees the payment of interest
      or the repayment of principal due on the Class A[ ] Notes.

(l)   None of the obligations of the Issuer or the Manager are guaranteed in any
      way by any associate either of them.

(m)   Without limiting the Conditions, the Issuer's liability to make payments
      in respect of the Class A[ ] Notes is limited to its right of indemnity
      from the assets of the Securitisation Fund from time to time available to
      make such payments under the Master Trust Deed and Supplementary Bond
      Terms Notice. All claims against the Issuer in relation to the Class A[ ]
      Notes can be enforced against the Issuer only to the extent to which it
      can be satisfied out of the assets of the Securitisation Fund 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 (as defined
      in the Master Trust Deed) on the part of the Issuer.

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

                          CERTIFICATE OF AUTHENTICATION

This Temporary Class A[ ] Global Note is authenticated by The Bank of New York
and until so authenticated shall not be valid for any purpose.

THE BANK OF NEW YORK as Principal Paying Agent by:



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


                                      107
<PAGE>

PART C - FORM OF PERMANENT CLASS A[ ] GLOBAL NOTE


THIS PERMANENT CLASS A[ ] GLOBAL NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER
OF U.S. LAW, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING
DATE AND THE COMMENCEMENT OF THE OFFERING OF THE CLASS A[ ] NOTES MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES, OR
FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF
ANY STATE OF THE UNITED STATES.

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


REGISTERED                                      ISIN No.........................

                                                Common Code.....................


Unless this Permanent Class A[ ] Global Note is presented by an authorised
representative of Euroclear Bank S.A./N.V. as operator of Euroclear
("EUROCLEAR") or of Clearstream Banking, Societe Anonyme ("CLEARSTREAM,
LUXEMBOURG"), to the Issuer or its agent for registration of transfer, exchange
or payment, and any Permanent Class A[ ] Global Note issued is registered in the
name of The Bank of New York Depositary (Nominees) Limited or the Common
Depository for Euroclear or Clearstream, Luxembourg or in such other name as is
requested by an authorised representative of Euroclear or Clearstream,
Luxembourg (and any payment is made to Euroclear or Clearstream, Luxembourg, The
Bank of New York Depositary (Nominees) Limited or that Common Depository or to
such other entity as is requested by an authorised representative of Euroclear
or Clearstream, Luxembourg), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, being The Bank of New York Depositary (Nominees) Limited, has an
interest herein.

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

                                Perpetual Limited

                              (ABN 86 000 431 827)

           (a limited liability company incorporated under the law of

                           New South Wales, Australia)

                        in its capacity as trustee of the

                            SMHL Global Fund No. [ ]

                        PERMANENT CLASS A[ ] GLOBAL NOTE


                                      108
<PAGE>

                                  representing

                                    (euro)[#]

              Class A[ ] Mortgage Backed Floating Rate Notes Due on

                    the Payment Date falling in January 2037

This Permanent Class A[ ] Global Note is a Permanent Class A[ ] Global Note in
respect of a duly authorised issue of Notes of Perpetual Limited in its capacity
as trustee of the SMHL Global Fund No. [ ] (the "SECURITISATION FUND") (the
"ISSUER"), designated as specified in the title above (the "NOTES"), in an
initial aggregate principal amount of

                                 ** (euro)[#] **

and (a) constituted by a Master Trust Deed (the "MASTER TRUST DEED") dated 4
July 1994 between the Issuer as trustee, and ME Portfolio Management Limited
(the "MANAGER") as amended and restated from time to time, by a Supplementary
Bond Terms Notice (the "SUPPLEMENTARY BOND TERMS NOTICE") dated [#] executed by
the Issuer, the Security Trustee (as defined herein), The Bank of New York (the
note trustee for the time being referred to as the "NOTE TRUSTEE") as trustee
for the holders for the time being of the Class A Offered Notes (the "CLASS A
OFFERED NOTEHOLDERS") and the Manager, and by the Conditions; (b) issued subject
to a Note Trust Deed dated [#] (the "NOTE TRUST DEED") between (among others)
the Issuer, the Manager, AIB/BNY Fund Management (Ireland) Limited (the "IRISH
PAYING AGENT") and the Note Trustee; and (c) secured by a Security Trust Deed
(the "SECURITY TRUST DEED") dated [#] between the Issuer, the Manager, the Note
Trustee and Perpetual Trustee Company Limited (ABN 42 000 001 007) (the
"SECURITY TRUSTEE", which expression shall include its successor for the time
being as security trustee under the Security Trust Deed). References to the
Conditions (or to any particular numbered Condition) shall be to the Terms and
Conditions of the Class A[ ] Notes set out in Part B of Schedule 4 to the Note
Trust Deed but with the deletion of those provisions which are applicable only
to Class A[ ] Notes in definitive form. Terms and expressions defined in the
Note Trust Deed and the Conditions shall, save as expressly stated otherwise,
bear the same meanings when used herein.

The Class A[ ] Notes represented by this Permanent Class A[ ] Global Note were
originally represented by a Temporary Class A[ ] Global Note. Unless that
Temporary Class A[ ] Global Note was exchanged in whole on this issue of this
Permanent Class A[ ] Global Note, the Temporary Class A[ ] Global Note may be
further exchanged on the terms and conditions set out in that Temporary Class A[
] Global Note, for this Permanent Class A[ ] Global Note. If that exchange
occurs following the date of issue of this Permanent Class A[ ] Global Note, the
Note Registrar shall endorse the Note Register to reflect the increase in the
aggregate Invested Amount of this Permanent Class A[ ] Global Note due to that
exchange following which the Invested Amount of this Permanent Class A[ ] Global
Note shall be increased for all purposes by the amount so paid and endorsed in
the Note Register. Any such record shall be prima facie evidence that the
payment in question has been made.

If the Issuer is obliged to issue Class A[ ] Definitive Notes under Clause 3.4
of the Note Trust Deed this Permanent Class A[ ] Global Note will be
exchangeable in whole at the offices of the Note Registrar at 48th Floor, 1
Canada Square, London, E14 5AL, United Kingdom (or such other place outside the
United States of America and Commonwealth of Australia and any of their
respective territories and possessions and other areas subject to jurisdictions
as the Note Trustee may agree) during normal business hours for Class A[ ]
Definitive Notes and the Issuer shall execute and procure that the Principal
Paying Agent authenticates and delivers in full exchange for this Permanent
Class A[ ] Global Note, Class A[ ] Definitive Notes in aggregate principal
amount equal to the Amount of all Class A[ ] Notes represented by this Permanent


                                      109
<PAGE>

Class A[ ] Global Note. The Issuer is not obliged to issue Class A[ ] Definitive
Notes until 30 days after it becomes aware of the occurrence of the relevant
event or request in clause 3.4(b).

If the Issuer fails to meet its obligations to issue Class A[ ] Definitive
Notes, this shall be without prejudice to the Issuer's obligations with respect
to the Class A[ ] Notes under the Note Trust Deed, the Master Trust Deed, the
Supplementary Bond Terms Notice and this Permanent Class A[ ] Global Note.

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

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

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

Any certificate referred to in this Permanent Class A[ ] Global Note which is
delivered by Euroclear or Clearstream, Luxembourg may be relied upon by the
Issuer, the Note Trustee, the Manager and the Principal Paying Agent as
conclusive evidence that the corresponding certification or certifications have
been delivered to Euroclear or Clearstream, Luxembourg, as the case may be, as
contemplated by the terms of this Permanent Class A[ ] Global Note.

On an exchange of this Permanent Class A[ ] Global Note, this Permanent Class A
[ ] Global


                                      110
<PAGE>

Note shall be surrendered to the Principal Paying Agent.

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

This Permanent Class A[ ] Global Note is not a document of title. Title shall be
determined by entry in the Register and only the duly registered holder from
time to time is entitled to payments in respect of this Permanent Class A[ ]
Global Note.

This Permanent Class A[ ] 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 Permanent Class A[ ] Global Note to be
signed [manually/in facsimile] by a person duly authorised on its behalf

PERPETUAL LIMITED in its capacity as trustee of the SMHL Global Fund No. [ ]

By:     --------------------------------------

        Authorised Signatory



Date:   --------------------------------------



IMPORTANT NOTICE:

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

(a)   The Class A[ ] Notes do not represent deposits or other liabilities of
      Perpetual Limited, ABN 86 000 431 827, or associates of Perpetual Limited.

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

(p)   None of Perpetual Limited, any associate of Perpetual Limited, the
      Security Trustee, the Note Trustee, the Note Registrar, the Calculation
      Agent or the Paying Agents in any way stands behind the capital value
      and/or performance of the Class A[ ] Notes or the assets of the
      Securitisation Fund except in the case of Perpetual Limited only to the
      limited extent provided in the Transaction Documents for the
      Securitisation Fund.

(q)   None of Perpetual Limited, the Manager, the Security Trustee, the Note
      Trustee, the Note Registrar, the Calculation Agent, the Paying Agents, the
      Euro Currency Swap Provider or, the US Currency Swap Provider (as defined
      in the Supplementary Bond Terms Notice) guarantees the payment of interest
      or the repayment of principal due on the Class A[ ] Notes.

(r)   None of the obligations of the Issuer or the Manager are guaranteed in any
      way by any associate either of them.

(s)   Without limiting the Conditions, the Issuer's liability to make payments
      in respect of the Class A[ ] Notes is limited to its right of indemnity
      from the assets of the Securitisation Fund from time to time available to
      make such payments under the Master Trust Deed and Supplementary Bond
      Terms Notice. All claims against the Issuer in relation to the Class A[ ]
      Notes can be enforced against the Issuer only to the extent to which it
      can be satisfied out of the assets of the Securitisation Fund out of which
      the Issuer is actually indemnified for the liability except in the case of
      (and to the extent of) any fraud,


                                      111
<PAGE>

      negligence or wilful default (as defined in the Master Trust Deed) on the
      part of the Issuer.

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

                          CERTIFICATE OF AUTHENTICATION

This Permanent Class A[ ] Global Note is authenticated by The Bank of New York
and until so authenticated shall not be valid for any purpose.

THE BANK OF NEW YORK as Principal Paying Agent by:



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


                                      112
<PAGE>

--------------------------------------------------------------------------------
SCHEDULE 2 - NOTEHOLDERS REPORTS

INFORMATION TO BE CONTAINED IN NOTEHOLDERS REPORT

o     The applicable Record Date, Determination Date and Payment Date.

o     The aggregate amount of payments received with respect to the Loans
      secured by Mortgages comprised in Assets of the Securitisation Fund,
      including any prepayment amounts.

o     The Collections.

o     The Interest Collections.

o     The Principal Collections.

o     The aggregate principal amount redrawn under any Loan Redraw Facilities
      and the aggregate principal amount advanced under any Top-up Loans during
      the relevant Calculation Period.

o     The shortfall, if any, between the aggregate principal amount redrawn
      under any Loan Redraw Facilities payable by the Issuer and the amount of
      Collections that represent prepayments of principal received by the Issuer
      at the end of the relevant Calculation Period.

o     The shortfall, if any, between the aggregate principal amount advanced
      under any Top-up Loans payable by the Issuer and the amount of Collections
      that represent repayments or prepayments of principal received by the
      Issuer at the end of the relevant Calculation Period.

o     The shortfall, if any, between the amount payable by the Issuer to any
      Interest Hedge Provider or provider of any other Enhancement in respect of
      termination of the Interest Hedge or other Enhancement and the amount
      received in respect of these costs from the relevant Mortgage at the end
      of the relevant Calculation Period.

o     The amount, if any, for the relevant Calculation Period and each prior
      Calculation Period, paid or allocated under clauses 6.2(a)(1), 6.2(a)(2),
      6.2(a)(3) or 6.2(a)(4) (or 6.2(c)(1), 6.2(c)(2), 6.2(c)(3) or 6.2(c)(4))
      of the Supplementary Bond Terms Notice and which has not been reimbursed
      under clause 6.1(a)(8) or 6.1(c)(8).

o     The bond factor for each class of Notes on the relevant Payment Date,
      which with respect to a Class of Notes means the aggregate of the Invested
      Amount of the Class of Noteson the relevant Payment Date, divided by the
      aggregate Original Principal Balance of that Class of Notes.

o     The Class A Charge Offs.

o     The Class B Charge Offs.

o     The Redraw Charge Offs.

o     The Top-up Charge Offs.

o     The Carry Over Class A Charge Offs.

o     The Carry Over Class B Charge Offs.

o     The Carry Over Redraw Charge Offs.

o     The Carry Over Top-up Charge Offs.


                                      113
<PAGE>

o     The threshold rate at the Determination Date.

o     The relevant Interest Rate of each class of Notes, as of the first day of
      the related Interest Period.

o     The amount of any fees or Expenses paid, with an identification of the
      general purpose of such fees or Expenses and the party receiving such fees
      or Expenses.

o     The aggregate amount of principal paid or allocated in respect of each
      Class of Notes, if any.

o     The aggregate amount of interest paid or allocated in respect of each
      Class of Notes, if any.

o     The Outstanding Principal Balance of each Class of Notes before and after
      giving effect to the payment or allocation of principal on the relevant
      Payment Date.

o     Updated pool composition information, including the weighted average
      seasoning and the weighted average remaining term in relation to each
      Class of Notes.

o     The balance of the Cash Collateral Account as at the relevant Payment Date
      and as at the previous Payment Date and the disposition of funds on
      deposit in the Cash Collateral Account since such previous Payment Date.

o     The percentage of the Outstanding Principal Balance of the Class A Notes,
      after giving effect to payments and allocations on the relevant Payment
      Date.

o     In the case of notes benefiting from Enhancements or other support
      described in a prospectus supplement, the amount of coverage under such
      arrangements as of the relevant Determination Date and, if applicable, a
      description of any Enhancement substituted therefore;

o     The Unpaid Balance presented with respect to each of fixed rate and
      variable rate Loans, after giving effect to the payment of principal on
      the relevant Payment Date, and the number of Loans secured by Mortgages
      comprised in Assets of the Securitisation Fund, at the beginning and end
      of the relevant Calculation Period.

o     Based on the most recent reports furnished by the Mortgage Manager or any
      subservicer, the number and aggregate principal balances of any Loans
      secured by Mortgages comprised in Assets of the Securitisation Fund that
      are delinquent:

      (a)   30-59 days;

      (b)   60-89 days; and

      (c)   90 or more days, and

      that are in foreclosure and any material changes to the information
      specified in the prospectus supplement with respect to how delinquencies,
      charge offs and uncollectible accounts are defined.

o     The amount of any Realised Losses on the Loans secured by Mortgages
      comprised in Assets of the Securitisation Fund during the relevant
      Calculation Period.

o     Information about the amount, terms and general purpose of any advances
      made or reimbursed during the relevant Calculation Period, including the
      general use of funds advanced and the general source of funds for
      reimbursements.

o     Any material modifications, extensions or waivers to the terms, fees,
      penalties or payments of the Loans secured by Mortgages comprised in
      Assets of the Securitisation Fund during the Calculation Period or that
      have cumulatively become material over time.


                                      114
<PAGE>

o     Any material breaches of housing loan representations or warranties or
      covenants in the Mortgage Origination and Management Agreement, the
      Supplementary Bond Terms Notice and the Bond Issue Confirmation
      Certificate (as defined in the Mortgage Origination and Management
      Agreement).


                                      115
<PAGE>

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

SCHEDULE 3 - MEETING PROCEDURES


      1.    CONVENING OF MEETINGS

      1.1   A meeting of Class A Offered Noteholders must be convened by the
            Note Registrar if required to do so in writing:

            (a)   by the Issuer:

            (b)   by the Note Trustee; or

            (c)   by Class A Offered Noteholders representing not less than 25%
                  of the Class A Offered Notes calculated and expressed in the
                  A$ Equivalent.

      1.2   Each meeting of Class A Offered Noteholders will be held at the time
            and place designated by the Note Registrar.

      2.    NOTICE OF MEETINGS

      2.1   The Note Registrar shall give notice of a proposed meeting of Class
            A Offered Noteholders to each Class A Offered Noteholder, the Issuer
            and the Note Trustee as follows:

            (a)   the notice must specify the date, time and place of the
                  meeting and the nature of each specific resolution (if any) to
                  be proposed at that meeting;

            (b)   the notice must be given 5 Banking Days in advance of the
                  meeting (inclusive of the day on which the notice is given and
                  of the day on which the meeting is held), unless the matter
                  requires, in the opinion of the Note Trustee, urgent
                  attention; and

            (c)   the notice may be given to each recipient in any manner
                  provided in relation to that recipient under this deed.

      2.2   An accidental omission to give notice to, or the non-receipt of
            notice by, any person entitled to such notice, does not invalidate
            the proceedings at any meeting.

      3.    CHAIRMAN

            A representative of the Note Trustee, nominated in writing, is
            entitled to take the chair at every meeting of Class A Offered
            Noteholders. If no such nomination is made or the person nominated
            is not present at the meeting within 15 minutes after the time
            appointed for the meeting to be held, the Class A Offered
            Noteholders present may choose one of their number to be chairman.

      4.    QUORUM

            At any meeting of Class A Offered Noteholders any 2 or more persons
            present in person, by telephone, by video conference or other means
            of simultaneous electronic communication, or by Representative,
            being Class A Offered Noteholders who represent in excess of 50% of
            the aggregate Invested Amount of the Class A Offered Notes
            calculated and expressed in the A$ Equivalent will form a quorum for
            the transaction of business and no business (other than the choosing
            of a chairman) may be transacted at any meeting unless the requisite
            quorum is present at the commencement of business.


                                      116
<PAGE>

      5.    ADJOURNMENT

      5.1   If within 15 minutes from the time appointed for any meeting of
            Noteholders a quorum is not present then:

            (a)   If convened on the requisition of Class A Offered Noteholders,
                  the meeting will be dissolved; and

            (b)   in any other case, the meeting will stand adjourned (unless
                  the Note Trustee agrees that it be dissolved) for the period,
                  not less than 7 days or more than 42 days determined by the
                  chairman.

            In any adjourned meeting two or more Class A Offered Noteholders
            present in person or by Representative representing in excess of 25%
            of the aggregate Invested Amount of the Class A Offered Notes
            calculated and expressed in the A$ Equivalent will form a quorum and
            will have the power to pass any resolution and to decide all matters
            which could properly have been dealt with at the meeting from which
            the adjournment took place had a quorum been present.

      5.2   The chairman may with the consent of (and must if directed by) any
            meeting adjourn it from time to time and from place to place. No
            business may be transacted at any adjourned meeting except business
            which might lawfully have been transacted at the meeting from which
            the adjournment took place.

      5.3   Notice of any meeting adjourned through want of a quorum must be
            given in accordance with clause 2.1 of the Meetings Procedures and
            must state the quorum required at that adjourned meeting. That
            notice need not contain any further information regarding the
            adjourned meeting.

      6.    VOTING PROCEDURE

      6.1   Every question submitted to a meeting will be decided in the first
            instance by a show of hands.

      6.2   Unless a poll is (before or on the declaration of the result of the
            show of hands) demanded by the chairman, the Issuer, the Note
            Trustee or by one or more Class A Offered Noteholders or
            Representatives of Class A Offered Noteholders whose aggregate
            Invested Amount calculated and expressed in the A$ Equivalent
            exceeds 5% of the full Invested Amount calculated and expressed in
            the A$ Equivalent, a declaration by the chairman that a resolution
            has been carried by a particular majority or lost or not carried by
            any particular majority is conclusive.

      6.3   If a poll is so demanded, it must be taken in such manner and
            (subject to clause 6.5) either at once or after such adjournment as
            the chairman directs and the result of such poll is taken to be the
            resolution of the meeting at which the poll was demanded. The demand
            for a poll will not prevent the continuance of the meeting for the
            transaction of any business other than the question on which the
            poll has been demanded.

      6.4   Any poll demanded at any meeting on the election of a chairman or on
            any question of adjournment will be taken at the meeting without
            adjournment.


                                      117
<PAGE>

      6.5   (a)   On a show of hands every person present being a Class A
                  Offered Noteholder holding, or a Representative holding or
                  representing, one or more Class A Offered Notes has one vote
                  except that the Note Trustee shall represent each Class A
                  Offered Noteholder who has directed the Note Trustee to vote
                  on its behalf..

            (b)   On a poll every Class A Offered Noteholder (or its
                  Representative) present has one vote for each A$100 (but not
                  part thereof) of the Outstanding Principal Balance of the
                  Class A Offered Notes held and registered in the Class A
                  Offered Noteholder's name calculated and expressed in the A$
                  Equivalent.

            (c)   Any person entitled to more than one vote need not:

                  (1)   use all their votes; or

                  (2)   cast all their votes in the same way.

      7.    RIGHT TO ATTEND AND SPEAK

            The Manager, the Issuer and the Note Trustee (through their
            respective representatives) and their respective financial and legal
            advisers is entitled to attend and speak at any meeting of the Class
            A Offered Noteholders. No other person is entitled to attend or vote
            at any meeting of the Class A Offered Noteholders or to join with
            others in requesting the convening of such a meeting unless they are
            a Class A Offered Noteholder or a Representative of a Class A
            Offered Noteholder.

      8.    APPOINTMENT OF PROXIES

      8.1   Each appointment of a proxy:

            (a)   must be in writing;

            (b)   if so required by the Issuer, must be accompanied by proof
                  satisfactory to the Issuer of its due execution; and

            (c)   must be deposited with the Note Registrar at its address for
                  service of notices under this deed or at such other place as
                  the Note Registrar designated or approves not less than 24
                  hours before the time appointed for holding the meeting or
                  adjourned meeting at which the named proxy proposes to vote.

            In default, the appointment of proxy is not valid unless the
            chairman of the meeting decided otherwise before such meeting or
            adjourned meeting proceeds to business.

      8.2   The proxy named in any appointment of proxy need not be a Class A
            Offered Noteholder.

      8.3   The Issuer is not obliged to investigate or be concerned with the
            validity of, or the authority of, the proxy named in any appointment
            of proxy.

      8.4   Any vote cast in accordance with the terms of an appointment of
            proxy conforming with clause 8.1 is valid despite the previous
            revocation or amendment of the appointment of proxy or of any of the
            Class A Offered Noteholder's instructions under which it was
            executed, unless written notice of that revocation or amendment is
            received by the Note Registrar at its address for service of notices
            under this deed or by the chairman of the meeting not less than 24
            hours


                                      118
<PAGE>

            before the commencement of the meeting or adjourned meeting at which
            the appointment of proxy is used.

      9.    APPOINTMENT OF CORPORATE REPRESENTATIVES

            A person authorised in a manner similar to sections 249(3)-(6) of
            the Corporations Act (as if that section applied to meetings of
            Class A Offered Noteholders) by a Class A Offered Noteholder being a
            body corporate to act for it at any meeting shall, in accordance
            with the person's authority (until the Note Registrar receives
            notice of revocation of the person's authority) be entitled to
            exercise the same powers on behalf of that body corporate as that
            body corporate could exercise if it were an individual Class A
            Offered Noteholder and must, if requested to do so by the chairman
            of any meeting or adjourned meeting, produce evidence of authority
            so to act at or before the meeting.

      10.   RIGHTS OF REPRESENTATIVES

            A Representative of a Class A Offered Noteholder may demand or join
            in demanding a poll and (except to the extent the Representative is
            specifically directed to vote for or against any proposal) has power
            generally to act at a meeting for the Class A Offered Noteholder.

      11.   MINUTES AND RECORDS

      11.1  The Note Registrar shall make and enter in its books minutes of all
            resolutions and proceedings at every meeting of Class A Offered
            Noteholders promptly following the conclusion of the relevant
            meeting.

      11.2  Minutes of meetings of Class A Offered Noteholders are conclusive
            evidence if signed (or purportedly signed) by the chairman of that
            meeting or the chairman of the next succeeding meeting. Until the
            contrary is proved every meeting of which minutes have been made and
            signed is taken to have been duly convened and held and all
            resolutions passed or proceedings transacted at that meeting are
            taken to have been duly passed and transacted.

      11.3  The Note Registrar shall provide a Class A Offered Noteholder with a
            copy of the minutes of each meeting of Class A Offered Noteholders
            promptly after request.

      12.   WRITTEN RESOLUTIONS

            Despite the above provisions of these Meeting Procedures, a
            resolution of all the Class A Offered Noteholders (including an
            Extraordinary Resolution) may be passed and adopted without any
            meeting being required, by an instrument in writing signed
            (including by counterparts):

            (a)   in the case of a Class A Offered Noteholders' Resolution by
                  Class A Offered Noteholders whose aggregate Invested Amount is
                  not less than 50% of the aggregate Invested Amount of all
                  Class A Offered Notes calculated and expressed in the A$
                  Equivalent unless the relevant resolution concerns action to
                  be taken under Condition 8 following the occurrence of an
                  Event of Default, in which case the required percentage is
                  67%; and

            (b)   in the case of an Extraordinary Resolution, by Class A Offered
                  Noteholders whose aggregate Invested Amount is not less than
                  75% of the aggregate Invested Amount of all Class A Offered
                  Notes calculated and expressed in the A$ Equivalent.


                                      119
<PAGE>

            Any such instrument is effective on presentation to the Note
            Registrar and Note Trustee for entry in the records of the Note
            Trust. The Note Registrar shall give to each Class A Offered
            Noteholder, the Note Trustee and the Issuer at least 5 Banking Days'
            notice of the proposed resolution.


                                      120
<PAGE>

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

SCHEDULE 4 - TERMS AND CONDITIONS OF THE CLASS A NOTES

PART A - TERMS AND CONDITIONS OF THE CLASS A[ ] NOTES

The issue of US$[#], Class A[ ] Note Mortgage Backed Pass Through Floating Rate
Notes due [#] (the "CLASS A[ ] NOTES"), (EURO)[#] Class A[ ] Note Mortgage
Backed Pass Through Floating Rate Notes due [#] (the "CLASS A[ ] NOTES" and
together with the Class A[ ] Notes, the "CLASS A OFFERED NOTES"), A$[#] Class A[
] Note Mortgaged Backed Pass Through Floating Rate Notes due [#] (the "CLASS A[
] NOTES" and together with the Class A Offered Notes, the "CLASS A NOTES") and
A$[#] Class B Mortgage Backed Pass Through Floating Rate Notes due [#] (the
"CLASS B NOTES" and together with the Class A Notes, the "NOTES") by Perpetual
Limited, in its capacity as trustee of the SMHL Global Fund No. [ ] (the
"SECURITISATION FUND") (in such capacity, the "ISSUER"). These Notes are (a)
issued subject to a Master Trust Deed (the "MASTER TRUST DEED") dated 4 July
1994 between the Issuer and ME Portfolio Management Limited (formerly called
Superannuation Members' Home Loans Limited) (in such capacity, the "MANAGER")
(as amended and restated), a Supplementary Bond Terms Notice (the "SUPPLEMENTARY
BOND TERMS NOTICE") dated on or about [#] executed by (among others) the Issuer,
Perpetual Trustee Company Limited (ABN 42 000 001 007) (as the security trustee
for the time being referred to as the "SECURITY TRUSTEE"), The Bank of New York
(the note trustee for the time being referred to as the "NOTE TRUSTEE") and the
Manager, and in respect of the Class A Offered Notes these terms and conditions
(the "CONDITIONS"); (b) in respect of the Class A Offered Notes only,
constituted by a note trust deed dated on or about [#] (the "NOTE TRUST DEED")
between the Issuer, the Manager, the Security Trustee, The Bank of New York as
trustee for the holders for the time being of the Class A Offered Notes (the
"CLASS A OFFERED NOTEHOLDERS" and together with the holders for the time being
of the Class A[ ] Notes (the "CLASS A[ ] NOTEHOLDERS"), the "CLASS A
NOTEHOLDERS" and together with the holders for the time being of the Class B
Notes (the "CLASS B NOTEHOLDERS"), the "NOTEHOLDERS"), The Bank of New York as
Principal Paying Agent (the "PRINCIPAL PAYING Agent", which expression includes
its successors as Principal Paying Agent under the Note Trust Deed), AIB/BNY
Fund Management (Ireland) Limited as Irish Paying Agent (the "IRISH PAYING
AGENT", which expression includes its successors as Irish Paying Agent under the
Note Trust Deed), The Bank of New York, as calculation agent (the "CALCULATION
AGENT", which expression includes its successors as Calculation Agent under the
Note Trust Deed) and The Bank of New York as note registrar (the "NOTE
REGISTRAR"); and (c) secured by a Security Trust Deed (the "SECURITY TRUST
DEED") dated on or about [#] between the Issuer, the Manager, the Note Trustee
and the Security Trustee.

The statements set out below include summaries of, and are subject to the
detailed provisions of, the Master Trust Deed, the Supplementary Bond Terms
Notice, the Security Trust Deed and the Note Trust Deed. Certain words and
expressions used herein have the meanings defined in those documents. In
accordance with the Note Trust Deed, under which further paying agents may be
appointed (together with the Principal Paying Agent and the Irish Paying Agent,
the "PAYING AGENTS", which expression includes the successors of each paying
agent under the Note Trust Deed and any additional paying agents appointed),
payments in respect of the Class A Offered Notes will be made by the Paying
Agents and the Calculation Agent will make the determinations specified in the
Note Trust Deed. The Class A Offered Noteholders will be entitled (directly or
indirectly) to the benefit of, will be bound by, and will be deemed to have
notice of, all the provisions of the Master Trust Deed, the Supplementary Bond
Terms Notice, the Security Trust Deed, the Note Trust Deed, the Mortgage
Origination and Management Agreement dated 4 July 1994 and novated by the Deed
of Novation dated 28 September 1995 (as


                                      121
<PAGE>

amended) (the "MORTGAGE ORIGINATION AND MANAGEMENT AGREEMENT") between Members'
Equity Pty Limited (formerly known as NMFM Lending Pty Limited) as mortgage
manager (together with any substitute or successor, the "MORTGAGE Manager"), the
Manager and the Issuer, (together with the agreements with respect to the Fixed
Floating Rate Swap, and the Currency Swaps (as each such term is defined below),
(those documents the "RELEVANT DOCUMENTS") and certain other transaction
documents defined as such in the Master Trust Deed, collectively the
"TRANSACTION DOCUMENTS"). Copies of the Transaction Documents are available for
inspection at the office of the Principal Paying Agent, being at the date hereof
The Bank of New York at its offices at 101 Barclay Street, Floor 21 West, New
York, New York, United States of America.

Perpetual Limited as trustee of trusts established under the Master Trust Deed
(including the Securitisation Fund) has entered into a separate ISDA Master
Agreement entered into with [*] (as amended by the Amending Deed to the ISDA
Master Agreement dated [#] ) (the "FIXED-FLOATING RATE SWAP PROVIDER") together
with a confirmation in respect of the Securitisation Fund relating thereto as at
the Closing Date (the "FIXED-FLOATING RATE SWAP"). The Issuer has also entered
into a ISDA Master Agreement dated [#] with (the "US CURRENCY SWAP PROVIDER" and
the "EURO CURRENCY SWAP Provider", or the "CURRENCY SWAP PROVIDER"), (together
the Fixed-Floating Rate Swap Provider, and the Currency Swap Provider, the "SWAP
PROVIDER") together with the confirmations relating thereto which have an
effective date of the Closing Date in respect of the Class A Offered Notes (the
"US CURRENCY SWAP" and the "EURO CURRENCY SWAP", respectively and together the
"CURRENCY SWAPS").

Perpetual Limited as trustee of the Securitisation Fund, at the direction of the
Manager, may in the future enter into Fixed-Floating Rate Swaps with new
fixed-floating rate swap providers provided that each new fixed-floating rate
swap provider has at least the minimum credit rating specified by each rating
agency, if any, in order to provide such fixed-floating rate swaps to the
Securitisation Fund.

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

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

1     FORM, DENOMINATION AND TITLE

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

Each Class A[ ] Book Entry Note is not a document of title. Title shall be
determined by entry in the Register and only the duly registered holder from
time to time is entitled to payments in respect of a Class A[ ] Book Entry Note.

Each Class A[ ] Note will be represented by one or more typewritten fully
registered book-entry notes (each, a "CLASS A[ ] BOOK-ENTRY NOTE" and
collectively, the "CLASS A[ ] BOOK-ENTRY NOTES") registered in the name of Cede
& Co ("CEDE") as nominee of The Depository Trust Company ("DTC"). Beneficial
interests in the Class A[ ] Book-Entry Notes will be shown on, and transfers
thereof will be effected only through, records maintained by DTC and its
participants. Euroclear Bank S.A./N.V, as operator of the Euroclear System
("EUROCLEAR") and Clearstream Banking, Societe Anonyme ("CLEARSTREAM,
LUXEMBOURG"), may hold interests in the Class A[ ] Book-Entry Notes on behalf of
persons who have accounts with Euroclear and Clearstream, Luxembourg through
accounts maintained in the names of Euroclear or Clearstream, Luxembourg, or in
the names of their respective depositories, with DTC.


                                      122
<PAGE>

If the Issuer is obliged to issue Class A[ ] Definitive Notes under clause 3.3
of Note Trust Deed, interests in the applicable Class A[ ] Book-Entry Note will
be transferred to the beneficial owners thereof in the form of Class A[ ]
Definitive Notes, without interest coupons, in the denominations set forth
above. A Class A[ ] Definitive Note will be issued to each Class A[ ] Noteholder
in respect of its registered holding or holdings of Class A[ ] Notes against
delivery by such Class A[ ] Noteholders of a written order containing
instructions and such other information as the Issuer and The Bank of New York,
acting as a note registrar (the "NOTE REGISTRAR") may require to complete,
execute and deliver such Class A[ ] Definitive Notes. In such circumstances, the
Issuer will cause sufficient Class A[ ] Definitive Notes to be executed and
delivered to the Note Registrar for completion, authentication (by the Principal
Paying Agent) and dispatch to the relevant Class A[ ] Noteholders.

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

2     STATUS, SECURITY AND RELATIONSHIP BETWEEN THE CLASS A NOTES AND THE CLASS
      B NOTES

The Class A Notes are secured by a first ranking floating charge over all of the
assets of the Trust (which include, among other things, the Loans (as defined
below) and the Mortgages (as defined below) and related securities) (as more
particularly described in the Security Trust Deed) and will rank pari passu and
rateably without any preference or priority among themselves.

The Class A Notes are issued subject to the Master Trust Deed and the
Supplementary Bond Terms Notice and are secured by the same security as the
Class B Notes but the Class A Notes will rank in priority to the Class B Notes
both before and after enforcement of the security and in respect of both
principal and interest (as set out in Conditions 4 and 5).

The proceeds of the issue of the Class A Notes and the Class B Notes are to be
used by the Issuer to purchase an interest in certain housing loans (the
"LOANS") and certain related mortgages (the "MORTGAGES").

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

The net proceeds of realisation of the assets of the Securitisation Fund
(including following enforcement of the Security Trust Deed) may be insufficient
to pay all amounts due to the Noteholders. Save in certain limited circumstances
the other assets of the Issuer will not be available for payment of any
shortfall and all claims in respect of such shortfall shall be extinguished (see
further Condition 15). None of the Mortgage Manager, the Manager, the Note
Trustee, the Calculation Agent, the Principal Paying Agent, the Irish Paying
Agent, the Note Registrar, the Security Trustee or the Swap Provider (as defined
in the Supplementary Bond Terms Notice) has any obligation to any Noteholder for
payment of any amount by the Issuer in respect of the Notes.

The Note Trust Deed contains provisions requiring the Note Trustee to have
regard to the interests of Class A Offered Noteholders as regards all the
powers, trusts, authorities, duties and discretions of the Note Trustee (except
where expressly provided otherwise).

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


                                      123
<PAGE>

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

3     COVENANTS OF THE ISSUER

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

These covenants include the following.

(a)   The Issuer shall act continuously as trustee of the Securitisation Fund
      until the Securitisation Fund is terminated as provided by the Master
      Trust Deed or the Issuer has retired or been removed from office in the
      manner provided under the Master Trust Deed.

(b)   The Issuer shall:

      (1)   act honestly and in good faith and comply with all relevant material
            laws in the performance of its duties and in the exercise of its
            discretions under the Master Trust Deed;

      (2)   exercise such diligence and prudence as a prudent person of business
            would exercise in performing its express functions and in exercising
            its discretions under the Master Trust Deed, having regard to the
            interests of the Class A Noteholders, the Class B Noteholders, the
            Beneficiaries and other Noteholders of the Securitisation Fund in
            accordance with its obligations under the relevant Transaction
            Documents;

      (3)   use its best endeavours to carry on and conduct its business in so
            far as it relates to the Master Trust Deed in a proper and efficient
            manner;

      (4)   do everything and take all such actions which are necessary
            (including obtaining all such authorisations and approvals as are
            appropriate) to ensure that it is able to exercise all its powers
            and remedies and perform all its obligations under the Master Trust
            Deed, the Transaction Documents and all other deeds, agreements and
            other arrangements entered into by the Issuer pursuant to the Master
            Trust Deed;

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

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

      (7)   within 45 days of notice from the Manager to do so, remove any of
            its agents or delegates that breaches any obligation imposed on the
            Issuer under the Master Trust Deed or any other Transaction Document
            where the Manager reasonably believes it will materially adversely
            affect the rating of either or both of the Class A Notes and Class B
            Notes; and

      (8)   not agree to any amendment to Agreed Procedures (as defined in the
            Mortgage Origination and Management Agreement) unless each
            Designated Rating Agency confirms that it will not withdraw or
            downgrade the rating of the Notes as a result of such amendment.

(c)   Except as provided in any Transaction Document (and other than the charge
      given to the Security Trustee and the Issuer's lien over the assets of the
      Securitisation Fund), the Issuer shall not nor permit any of its officers
      to sell, mortgage, charge or otherwise encumber or part with possession of
      any assets of the Securitisation Fund (the "FUND ASSETS").


                                      124
<PAGE>

(d)      The Issuer shall duly observe and perform the covenants and obligations
         of the Master Trust Deed and will be personally liable to the
         Noteholders, the Beneficiaries, or any other creditors for its
         negligence, fraud or wilful default (as defined in Condition 15).

(e)      The Issuer will open and operate certain bank accounts in accordance
         with the Master Trust Deed and any Transaction Document.

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

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

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

4     INTEREST

(a)   QUARTERLY PAYMENT DATES

      Each Class A[ ] Note bears interest on the Invested Amount (as defined in
      the Supplementary Bond Terms Notice) of that Class A[ ] Note from and
      including [#] or such later date as may be agreed between the Manager and
      the Issuer for the issue of the Class A[ ] Notes (the "CLOSING DATE").
      Interest in respect of the Class A[ ] Notes will be payable in arrears on
      [#] in respect of the period from (and including) the Closing Date and
      ending on (but excluding) [#] (the "FIRST QUARTERLY PAYMENT DATE") and
      thereafter on each [#]th [#], [#], [#] and [#] (each such date a
      "QUARTERLY PAYMENT DATE"). If any Quarterly Payment Date would otherwise
      fall on a day which is not a Banking Day (as defined below), it shall be
      postponed to the next day which is a Banking Day. The final Quarterly
      Payment Date for a Class of Notes will be the earlier of the Final
      Maturity Date for that Class of Notes and the Quarterly Payment Date on
      which the Notes are redeemed in full.

      "BANKING DAY" in this Condition 4 (other than Condition 4(b)) and in
      Conditions 5 and 9 below means any day (other than a Saturday, Sunday or
      public holiday) on which banks are open for business in London, New York,
      Sydney and Melbourne and which is a TARGET Settlement Day.

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

      A Class A[ ] Note will stop earning interest on any date on which the
      Outstanding Principal Balance of the Class A[ ] Note is zero (provided
      that interest shall thereafter begin to accrue from (and including) any
      date on which the Outstanding Principal Balance of the Class A[ ] Note
      becomes greater than zero) or if the Outstanding Principal Balance of the
      Class A[ ] Note is not zero on the due date for redemption in full of the
      Class A[ ] Note, unless payment of principal is improperly withheld or
      refused, following which the Class A[ ] Note will continue to earn
      interest on the Invested Amount of the Class A[ ] Note at the rate from
      time to time applicable to the Class A[ ] Note until the later of the date
      on which the Note Trustee or Principal Paying Agent receives the moneys in
      respect of the Class A[ ] Notes and notifies the holders of that receipt
      or the date on which the Outstanding Principal Balance of the Class A[ ]
      Note has been reduced


                                      125
<PAGE>

      to zero but interest will begin to accrue from and including any date on
      which the Outstanding Principal Balance of the Class A[ ] Note becomes
      greater than zero.

      If interest is not paid on a Class A[ ] Note on the date when it is due
      and payable (other than because the due date is not a Banking Day) that
      unpaid interest will itself bear interest at the Interest Rate applicable
      to that Class A[ ] Note until the unpaid interest and the amount of
      interest on it is available for payment by the Issuer.

(b)   INTEREST RATE

      The rate of interest applicable from time to time for Class A[ ] Notes
      (the "CLASS A[ ] INTEREST RATE") will be determined by the Calculation
      Agent on the basis of the following paragraphs.

      The second Banking Day before the beginning of each Interest Period (each
      an "INTEREST DETERMINATION DATE"), the Calculation Agent will determine
      the rate "USD-LIBOR-BBA" as the applicable Floating Rate Option under the
      Definitions of the International Swaps and Derivatives Association, Inc.
      ("ISDA") (the "ISDA DEFINITIONS") being the rate applicable to any
      Interest Period for three-month (or in the case of the first Interest
      Period, the rate will be determined by linear interpolation calculated by
      reference to the duration of that first Interest Period) deposits in US
      dollars which appears on the Telerate Page 3750 as of 11.00 am, London
      time, on the Interest Determination Date. If such rate does not appear on
      the Telerate Page 3750, the rate for that Interest Period will be
      determined as if the Issuer and Calculation Agent had specified
      "USD-LIBOR-REFERENCE BANKS" as the applicable Floating Rate Option under
      the ISDA Definitions. "USD-LIBOR-REFERENCE BANKS" means that the rate for
      an Interest Period will be determined on the basis of the rates at which
      deposits in US dollars are offered by the Reference Banks (being four
      major banks in the London interbank market agreed to by the Calculation
      Agent and the US Currency Swap Provider) at approximately 11.00 am, London
      time, on the Interest Determination Date to prime banks in the London
      interbank market for a period of three months (or in the case of the first
      Interest Period, the rate will be determined by linear interpolation
      calculated by reference to the duration of that first Interest Period)
      commencing on the first day of the Interest Period and in a Representative
      Amount (as defined in the ISDA Definitions). The Calculation Agent will
      request the principal London office of each of the Reference Banks to
      provide a quotation of its rate. If at least two such quotations are
      provided, the rate for that Interest Period will be the arithmetic mean of
      the quotations. If fewer than two quotations are provided as requested,
      the rate for that Interest Period will be the arithmetic mean of the rates
      quoted by not less than two major banks in New York City, selected by the
      Calculation Agent and the US Currency Swap Provider, at approximately
      11.00 am, New York City time, on that Interest Determination Date for
      loans in US dollars to leading European banks for a period of three months
      (or in the case of the first Interest Period, the rate will be determined
      by linear interpolation calculated by reference to the duration of that
      first Interest Period) commencing on the first day of the Interest Period
      and in a Representative Amount. If no such rates are available in New York
      City, then the rate for such Interest Period shall be the most recently
      determined rate in accordance with this paragraph.

      For the purpose of the foregoing paragraph, Banking Day means any day on
      which commercial banks are open for business (including dealings in
      foreign exchange and foreign currency deposits) in London.

      The Class A[ ] Interest Rate applicable to the Class A[ ] Notes for such
      Interest Period will be the aggregate of (i) the interest rate or
      arithmetic mean as determined by the


                                      126
<PAGE>

      Calculation Agent under the previous paragraph; and (ii) the margin of
      [#]% (the "CLASS A[ ] MARGIN") in relation to the Class A[ ] Notes.

      If the Issuer has not redeemed all of the Class A Notes on or before the
      Quarterly Payment Date falling on [#], the Class A[ ] Margin will increase
      to [#]% for the period from (and including) that date until (but
      excluding) the date on which the Class A[ ] Notes are redeemed in full in
      accordance with these Conditions.

      There is no maximum or minimum Class A[ ] Interest Rate.

(c)   DETERMINATION OF INTEREST RATE AND CALCULATION OF INTEREST

      The Calculation Agent will, as soon as practicable after 11.00 am (London
      time) on each Interest Determination Date, determine the Class A[ ]
      Interest Rate applicable to, and calculate the amount of interest payable
      (the "CLASS A[ ] INTEREST") for, the immediately succeeding Interest
      Period in respect of the Class A[ ] Notes. The Class A[ ] Interest is
      calculated by applying the Class A[ ] Interest Rate for the Class A[ ]
      Notes to the Invested Amount (as defined in the Supplementary Bond Terms
      Notice) of that Class A[ ] Note on the first day of the next Interest
      Period after giving effect to any payments of principal made with respect
      for such class on such day, multiplying such product by a fraction, the
      numerator of which is the actual number of days in the relevant Interest
      Period and the denominator of which is 360 days and rounding the resultant
      figure down to the nearest cent (half a cent being rounded upwards). The
      determination of the Class A[ ] Interest Rate and the Class A[ ] Interest
      by the Calculation Agent shall (in the absence of manifest error) be final
      and binding upon all parties.

(d)   NOTIFICATION OF CLASS A[ ] INTEREST RATE AND CLASS A[ ] INTEREST

      The Calculation Agent will cause the Class A[ ] Interest Rate and the
      Class A[ ] Interest applicable to each Class A[ ] Note for each Interest
      Period and the relevant Quarterly Payment Date to be notified to the
      Issuer, the Manager, the Note Trustee and the Paying Agents. The Class A[
      ] Interest, Class A[ ] Interest Rate and the relevant Quarterly Payment
      Date so made available may subsequently be amended (or appropriate
      alternative arrangements made by way of adjustment) without notice in the
      event of a shortening of the Interest Period.

(e)   DETERMINATION OR CALCULATION BY THE MANAGER

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

(f)   CALCULATION AGENT

      The Issuer will procure that, so long as any of the Class A Notes remains
      outstanding, there will, at all times, be a Calculation Agent. The Issuer,
      or the Manager with the consent of the Issuer (such consent not to be
      unreasonably withheld), reserves the right at any time to terminate the
      appointment of the Calculation Agent subject to the terms of the Note
      Trust Deed. Notice of that termination will be given to the Class A
      Noteholders. If any person is unable or unwilling to continue to act as
      the Calculation Agent, or if the appointment of the Calculation Agent is
      terminated, the Issuer will, with the approval of the Note Trustee,
      appoint a successor Calculation Agent to act as such in its place,


                                      127
<PAGE>

      provided that neither the resignation nor removal of the Calculation Agent
      shall take effect until a successor approved by the Note Trustee has been
      appointed.

(g)   INTEREST DISTRIBUTION

      On each Quarterly Payment Date, and based on the calculations,
      instructions and directions provided to it by the Manager, and subject to
      the terms of the Security Trust Deed and the Supplementary Bond Terms
      Notice, (to the extent it has not already done so) the Issuer must apply
      the Interest Collections for the Monthly Calculation Period ending
      immediately before the relevant Quarterly Payment Date but in respect of
      the applicable Quarterly Calculation Period as follows:

      (1)   first, in payment of Taxes in respect of the Securitisation Fund,
            which have been incurred prior to that Quarterly Payment Date and
            which have not previously been paid on a prior Monthly Payment Date;

      (2)   secondly, pari passu and rateably in payment of the Issuer's Fee,
            the Manager's Fee and any Expenses (other than the Expenses referred
            to in paragraph (9) below) in respect of the Securitisation Fund
            which have been incurred prior to that Quarterly Payment Date and
            which have not previously been paid on a prior Monthly Payment Date;

      (3)   thirdly, without duplication, in or toward any amounts payable or to
            be applied under paragraph (4) below on any previous Quarterly
            Payment Date, if there had been sufficient Interest Collections,
            which have not previously been paid or allocated by the Issuer,
            together with accrued interest thereon which in the case of a Note
            must be at the Interest Rate applicable to the relevant Note;

      (4)   fourthly, pari passu and rateably:

            (A)   in payment of any interest due under any Redraw Funding
                  Facility or Top-up Funding Facility for the applicable
                  Quarterly Interest Period, including (without duplication) any
                  amounts allocated on the two preceding Monthly Payment Dates
                  (NON-DISTRIBUTED AMOUNT); and

            (B)   in payment to the Currency Swap Providers, in payment of the
                  A$ Class A Interest Amount payable under the Confirmations at
                  that Quarterly Payment Date, which is thereafter to be applied
                  to payment of interest on the Class A Offered Notes for the
                  applicable Quarterly Interest Period, including (without
                  duplication) any Non-Distributed Amount; and

            (C)   in payment of any interest due under any Class A[ ] Notes for
                  the applicable Monthly Interest Period;

      (5)   fifthly, without duplication, in payment of any amounts payable
            under paragraph (6) below on any previous Quarterly Payment Date, if
            there had been sufficient Interest Collections, which have not
            previously been paid or allocated by the Issuer together with
            accrued interest thereon at the Interest Rate applicable to the
            relevant Note;

      (6)   sixthly, pari passu and rateably in payment to Class B Noteholders
            of the Class B Interest due on the Class B Notes on that Quarterly
            Payment Date for the applicable Quarterly Interest Period, including
            (without duplication) any Non-Distributed Amount;

      (7)   seventhly, in crediting to the Cash Collateral Account the amount
            (if any) by which the Required Cash Collateral exceeds the Cash
            Collateral;


                                      128
<PAGE>

      (8)   eighthly, to reimburse in the order of priorities specified in
            Condition 5(b) any amounts that have been paid or allocated in any
            previous Interest Periods under Conditions 5(b)(1), (2), (3) and (4)
            (to the extent not previously reimbursed under this Condition
            4(g)(8)) for the applicable Monthly Interest Period (in the case of
            Conditions 5(b)(1), (2) and (3)) and Quarterly Interest Period (in
            the case of Condition 5(b)(4)) including (without duplication) any
            Non-Distributed Amount;

      (9)   ninthly, in payment toward any break costs payable on cancellation
            of any Fixed-Floating Rate Swap to the extent that those amounts are
            not recovered under the relevant Loan secured by Mortgages comprised
            in the Assets of the Securitisation Fund in the form of any
            applicable prepayment fees or a drawing has not been made under a
            Payment Funding Facility including (without duplication) any
            Non-Distributed Amount;

      (10)  tenthly, pari passu and rateably in payment to the Liquidity
            Noteholder of interest payable in respect of the Liquidity Notes and
            in payment of any interest in respect of any Payment Funding
            Facility for the applicable Quarterly Interest Period, including
            (without duplication) any Non-Distributed Amount;

      (11)  eleventhly, in respect of the amount of any Class A Charge Offs, any
            Redraw Charge Offs and any Top-up Charge Offs in and towards
            reinstatement of in the books of the Securitisation Fund, pari passu
            and rateably allocated to:

            (A)   that portion of the Class A Charge Offs that relates to the
                  Class A[ ] Notes for that Calculation Period; and

            (B)   Redraw Charge Offs, Top-up Charge Offs and that portion of the
                  Class A Charge Offs that relates to the Class A Offered Notes
                  for that Calculation Period, including any Non-Distributed
                  Amount;

      (12)  twelfthly, in respect of the amount of any Carry Over Redraw Charge
            Offs, any Carry Over Top-up Charge Offs and the A$ Equivalent of any
            Carry Over Class A Charge Offs allocated to:

            (A)   each Class A[ ] Note; and

            (B)   each Class A Offered Note,

                  in reinstatement of in the books of the Securitisation Fund,
                  pari passu and rateably (as between any Carry Over Redraw
                  Charge Offs, any Carry Over Top-up Charge Offs and the A$
                  Equivalent of any Carry Over Class A Charge Offs allocated to
                  each Class A Note) of:

                  (i)   the A$ Equivalent of any Carry Over Class A Charge Offs;

                  (ii)  any Carry Over Redraw Charge Offs; and

                  (iii) any Carry Over Top-up Charge Offs;

            on that Monthly Payment Date (in the case of the Class A[ ] Notes)
            and on the applicable Quarterly Payment Date including (without
            duplication) any Non-Distributed Amount (in the case of the Class A
            Offered Notes, any Carry Over Redraw Charge Offs and any Carry Over
            Top-up Charge Offs);

      (13)  thirteenthly, in respect of the amount of any Class B Charge Offs
            and any Carry Over Class B Charge Offs in reinstatement of in the
            books of the Securitisation Fund including any Non-Distributed
            Amount and in the following order:

            (A)   any Class B Charge Offs for the applicable Calculation Period;
                  and


                                      129
<PAGE>

            (B)   pari passu and rateably the Invested Amount of the Class B
                  Notes to the extent of any Carry Over Class B Charge Offs;

      (14)  fourteenthly, (to the extent not paid under Condition 5(b)) pari
            passu and rateably, in repayment of any principal due and payable
            under any Redraw Funding Facility, in repayment of any principal due
            and payable under any Top-up Funding Facility and in or toward
            repayment of any principal due and payable under any Payment Funding
            Facility including (without duplication) any Non-Distributed Amount;

      (15)  fifteenthly, in payment of or provision for amounts payable to the
            Income Beneficiary of the Securitisation Fund in accordance with
            Conditions 22.1(d) and 22.3(d) of the Master Trust Deed including
            (without duplication) any Non-Distributed Amount.

Capitalised terms in this Condition 4(g) have the same meaning given in the
Supplementary Bond Terms Notice unless otherwise defined in this document.

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

5     REDEMPTION AND PURCHASE

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

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

      The Class A Notes shall be subject to mandatory redemption in part on any
      Quarterly Payment Date (or in the case of the Class A[ ] Notes, any
      Monthly Payment Date) if on that date there are any Principal Collections
      available to be distributed in relation to such Class A Notes. The
      principal amount so redeemable in respect of each Class A Note prior to
      enforcement of the Security Trust Deed (each a "PRINCIPAL PAYMENT") on any
      Quarterly Payment Date shall be the amount available for payment as set
      out in Condition 5(b) on the day which is seven Banking Days prior to the
      Quarterly Payment Date (the "CUT OFF") divided by the aggregate Invested
      Amount of all Class A Notes, multiplied by the Invested Amount of that
      Note, provided always that no Principal Payment on a Class A Note on any
      date may exceed the amount equal to the Invested Amount of that Class A
      Note at that date.

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

(b)   PRINCIPAL DISTRIBUTIONS ON NOTES

      On each Quarterly Payment Date, and in accordance with the calculations,
      instructions and directions provided to it by the Manager and subject to
      the terms of the Security Trust Deed and the Supplementary Bond Terms
      Notice (to the extent it has not already done so), the Issuer must apply
      the Principal Collections together with any amounts to be applied under
      this Condition 5(b) pursuant to Condition 5(d)(ii) for the Monthly
      Calculation Period ending immediately before the relevant Quarterly
      Payment Date but in respect of the applicable Quarterly Calculation Period
      and Condition 5(d)(ii) in relation to the two preceding Monthly Payment
      Dates towards the following payments in the following order of priority:

      (1)   first, in payment of Taxes in respect of the Securitisation Fund (to
            the extent not paid as described in Condition 4);


                                      130
<PAGE>

      (2)   secondly, pari passu and rateably in payment of the Issuer's Fee,
            the Manager's Fee and any Expenses (other than the Expenses referred
            to in this Condition 5(b) below) in respect of the Securitisation
            Fund (to the extent not paid or provided for as described in
            Condition 4(g));

      (3)   thirdly, in payment of the amounts payable and in the priority under
            Condition 4(g)(4) and which have not previously been paid or allowed
            for on a previous Payment Date (or on the relevant Monthly Payment
            Date, in respect of the Class A[ ] Notes) (to the extent not paid or
            allowed for as described in Condition 4(g)());

      (4)   fourthly, in payment of the amounts payable under and in the
            priority as specified in, Condition 4(g)() and which have not
            previously been paid or allowed for on a previous Payment Date for
            the applicable Quarterly Calculation Period, including (without
            duplication) any amounts allocated on the two preceding Monthly
            Payment Dates (NON-DISTRIBUTED AMOUNT) (to the extent not paid or
            allowed for under Condition 4(g)());

      (5)   fifthly, pari passu and rateably in repayment of any Redraw
            Principal Outstanding under a Redraw Funding Facility or any Top-up
            Principal Outstanding under any Top-up Funding Facility for the
            applicable Quarterly Calculation Period, including (without
            duplication) any Non-Distributed Amount;

      (6)   sixthly, pari passu and rateably in payment of amounts approved by
            the Manager under any Loan Redraw Facility or Top-up Loan for the
            applicable Quarterly Calculation Period, including (without
            duplication) any Non-Distributed Amount;

      (7)   seventhly, pari passu and rateably:

            (A)   in payment of principal to the Class A[ ] Noteholders for the
                  applicable Monthly Calculation Period until the Outstanding
                  Principal Balance of the Class A[ ] Notes is reduced to zero;
                  and

            (B)   in payment to the Currency Swap Provider under a Confirmation
                  relating to the Class A Notes for the applicable Quarterly
                  Calculation Period including (without duplication) any
                  Non-Distributed Amount until the Outstanding Principal Balance
                  of the Class A Notes is reduced to zero,

                  of an amount equal to the lesser of:

                  (i)   the amount available for distribution under this
                        paragraph (7) after all payments which have priority
                        under this paragraph (b); and

                  (ii)  the A$ Equivalent of the Outstanding Principal Balance
                        for all Class A Notes;

      (8)   eighthly, toward payment of principal to the Class B Noteholders
            pari passu and rateably, until the Outstanding Principal Balance of
            the Class B Notes is reduced to zero of an amount equal to the
            lesser of:

            (A)   the amount available for distribution under this paragraph (8)
                  after all payments which have priority under this paragraph
                  (b); and

            (B)   the Outstanding Principal Balance for all Class B Notes,

            including (without duplication) all Non-Distributed Amounts;


                                      131
<PAGE>

      (9)   ninthly, pari passu and rateably as between any Carry Over Redraw
            Charge Offs, any Carry Over Top-up Charge Offs and the A$ Equivalent
            of any Carry Over Class A Charge Offs allocated to each Class A
            Note:

            (A)   in payment to the Currency Swap Provider under a Confirmation
                  of the A$ Equivalent of any Carry Over Class A Charge Offs
                  relating to the Class A Offered Notes including (without
                  duplication) all Non-Distributed Amounts;

            (B)   in repaying the Redraw Principal Outstanding of each Redraw
                  Funding Facility to the extent of any Carry Over Redraw Charge
                  Offs including (without duplication) all Non-Distributed
                  Amounts; and

            (C)   in repaying the Top-up Principal Outstanding of each Top-up
                  Funding Facility to the extent of any Carry Over Top-up Charge
                  Offs including (without duplication) all Non-Distributed
                  Amounts; and

            (D)   in payment to the Class A[ ] Noteholders of any Carry Over
                  Class A Charge Offs relating to the Class A[ ] notes;

      (10)  tenthly, in repaying the Invested Amount of the Class B Notes to the
            extent of any Carry Over Class B Charge Offs including (without
            duplication) all amounts all Non-Distributed Amounts;

      (11)  eleventhly, in payment towards any break costs payable on
            cancellation of any Fixed-Floating Rate Swap to the extent that
            those amounts are not recovered under the relevant Loan secured by
            Mortgages comprised in Assets of the Securitisation Fund in the form
            of any applicable prepayment fees or a drawing has not been made
            under a Payment Funding Facility (to the extent not paid as
            described under Condition 4(g)); and

      (12)  twelfthly, subject to paragraph (c) below, pari passu and rateably
            in payment to the Liquidity Noteholder of the principal amount
            outstanding in respect of the Liquidity Notes and in repayment of
            any principal in respect of any Payment Funding Facility for the
            applicable Quarterly Calculation Period including (without
            duplication) all Non-Distributed Amounts.

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

(c)   RIGHTS OF LIQUIDITY NOTEHOLDER

      On any Quarterly Payment Date, the Issuer must not make any payments out
      of Principal Collections to the Liquidity Noteholder under Condition 5(b)
      above unless the Invested Amount of all the Notes is zero, or will be zero
      following any payments made on the relevant Quarterly Payment Date.

(d)   PAYMENT OF CHARGE OFFS AND NON-DISTRIBUTED AMOUNTS

      (1)   The amount of any reinstatement under Conditions 4(g)(11) and (12)
            must be applied on the Quarterly Payment Date of the reimbursement
            in accordance with Condition 5(b) as if the amount reimbursed formed
            part of Principal Collections.

      (2)   Any Non-Distributed Amount relating to the two Monthly Payment Dates
            which precede a Quarterly Payment Date which has not previously been
            paid or allowed for under Condition 4(g), must be applied in
            accordance with Condition 5(b) as if the amount reimbursed formed
            part of Principal Collections.


                                      132
<PAGE>

(e) GENERAL

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

(f)   EURO ACCOUNT

      The Issuer must direct the Euro Currency Swap Provider to pay all amounts
      denominated in (euro) payable to the Issuer by the Euro Currency Swap
      Provider under the Euro Currency Swap into the Euro Account or to the
      Principal Paying Agent on behalf of the Issuer.

      On each Quarterly Payment Date, the Issuer must, on the direction of the
      Manager, or must require that the Principal Paying Agent on its behalf,
      distribute from the Euro Account the relevant amounts of principal and
      interest due in respect of each Class A[ ] Note in accordance with the
      Note Trust Deed and in the order of priority in Conditions 4(g) and 5(b).

(g)   US$ ACCOUNT

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

      On each Quarterly Payment Date, the Issuer must, on the direction of the
      Manager, or must require that the Principal Paying Agent on its behalf,
      distribute from the US$ Account the relevant amounts of interest and
      principal due in respect of each Class A[ ] Note in accordance with the
      Note Trust Deed and in order of priority in Conditions 4(g) and 5(b).

(h)   CALCULATION OF PRINCIPAL PAYMENTS, OUTSTANDING PRINCIPAL BALANCE AND
      INVESTED AMOUNT

      The Manager must, not later than two Banking Days before each Quarterly
      Payment Date advise the Issuer in respect of the Class A Notes only and
      the Currency Swap Provider in writing of:

      (1)   all amounts payable or to be provided for under clause 6 of the
            Supplementary Bond Terms Notice (which includes the amounts payable
            to be provided under Conditions 4(g) and 5(b));

      (2)   reasonable details of the calculation of all such amounts; and

      (3)   the Outstanding Principal Balance and Invested Amount of each Class
            A Note and Class B Note following the making of all payments to be
            made on that Quarterly Payment Date in accordance with the
            Supplementary Bond Terms Notice.

      The Manager must also notify the Issuer of all details of payments which
      are to be made by or on behalf of the Issuer on or by each Quarterly
      Payment Date. The Manager must, not later than two Banking Days before
      each Quarterly Payment Date, also notify the Currency Swap Provider of all
      payments which are to be made by or on behalf of the Issuer under
      Conditions 4(g) and 5(b) in respect of the Class A Notes.

      The Manager will notify the Issuer, the Note Trustee, the Principal Paying
      Agent and the Calculation Agent by not later than two Banking Days prior
      to the relevant Quarterly Payment Date (the "DETERMINATION DATE") of each
      such determination and will immediately cause details, of each of those
      determinations to be made available in accordance with Condition 12 one
      Banking Day before the relevant Quarterly Payment Date. If no repayment of
      principal is due to be made on the Class A Notes on any


                                      133
<PAGE>

      Quarterly Payment Date a notice to this effect will be given to the Class
      A Noteholders in accordance with Condition 12.

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

(i)   CALL

      The Issuer must, when so directed by the Manager (at the Manager's
      option), having given not more than 60 nor less than 45 days' notice to
      the Class A Noteholders, in case of Class A Notes, in accordance with
      Condition 12 purchase or redeem all, but not some only, of the Notes by
      repaying the Outstanding Principal Balance of those Notes together with
      accrued interest to (but excluding) the date of repurchase or redemption,
      on any Quarterly Payment Date falling on or after the earlier of:

      (1)   the [Quarterly] Payment Date on which the Outstanding Principal
            Balance of all Notes calculated and expressed in the A$ Equivalent
            is equal to or less than 10% of the total initial Outstanding
            Principal Balance of all Notes calculated and expressed in the A$
            Equivalent; and

      (2)   in the case of Class A [Offered] Notes, the Quarterly Payment Date
            falling on [#] [and in the case of the Class A[ ] Notes, the Monthly
            Payment Date falling on [#]],

      provided that:

      (3)   if the aggregate Outstanding Principal Balance for all Class A Notes
            calculated and expressed in the A$ Equivalent on such date of
            redemption or repurchase has been reduced by Class A Charge Offs
            which have not been repaid under Conditions 4(g)(10) and (11), the
            Noteholders owning at least 75% of the aggregate Invested Amount of
            the Class A Notes calculated and expressed in the A$ Equivalent must
            consent to such repurchase or redemption; and

      (4)   the Issuer will be in a position on such [Quarterly] Payment Date to
            discharge (and the Manager so certifies to the Issuer and the Note
            Trustee upon which certification the Issuer and the Note Trustee
            will rely conclusively) all its liabilities in respect of the Class
            A Notes (at their Outstanding Principal Balance) and any amounts
            which would be required under the Security Trust Deed to be paid in
            priority or pari passu with the Class A Notes if the security for
            the Notes were being enforced.

(j)   REDEMPTION FOR TAXATION OR OTHER REASONS

      If the Manager satisfies the Issuer and the Note Trustee immediately prior
      to giving the notice referred to below either:

      (1)   that on the next Quarterly Payment Date the Issuer would be required
            to deduct or withhold from any payment of principal or interest in
            respect of the Class A Notes, the Currency Swaps, the Payment
            Funding Facility, the Top-up Funding Facility or the Redraw Funding
            Facility any amount for or on account of any present or future
            taxes, duties, assessments or governmental charges of whatever
            nature imposed, levied, collected, withheld or assessed by the
            Commonwealth of Australia or any of its political sub-divisions or
            any of its authorities; or


                                      134
<PAGE>

      (2)   the total amount payable in respect of interest in relation to any
            of the Loans secured by Mortgages comprised in the Assets of the
            Securitisation Fund for a Calculation Period ceases to be receivable
            (whether or not actually received) by the Issuer during such
            Calculation Period (but this paragraph (2) does not apply to a
            failure by the Trustee to receive any interest in relation to any of
            the Loans merely by reason of the failure by any borrowers to pay
            that interest in breach of the relevant Loans),

      the Issuer must, when so directed by the Manager, at the Manager's option
      (provided that the Issuer will be in a position on such [Quarterly]
      Payment Date to discharge (and the Manager will so certify to the Issuer
      and the Note Trustee) all its liabilities in respect of the Class A Notes
      (at their Invested Amount) and any amounts which would be required under
      the Security Trust Deed to be paid in priority or pari passu with the
      Class A Notes if the security for the Class A Notes were being enforced),
      having given not more than 60 nor less than 45 days' notice to the Class A
      Noteholders in accordance with Condition 12, redeem all, but not some
      only, of the Class A Notes at their then Invested Amount together with
      accrued interest to (but excluding) the date of redemption on any
      subsequent [Quarterly] Payment Date, provided that the Class A Noteholders
      may by Extraordinary Resolution elect, and shall notify the Issuer and the
      Manager not less than 21 days before the next Quarterly Payment Date
      following the receipt of notice of such proposed redemption that they do
      not require the Issuer to redeem the Class A Notes.

(k)   REDEMPTION ON FINAL MATURITY

      If not otherwise redeemed, the Class A Notes must be repaid in full on
      [#].

(l)   CANCELLATION

      All Class A Notes redeemed in full pursuant to the above provisions will
      be cancelled.

(m)   CERTIFICATION

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

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

      (2)   that in the opinion of such person the proposed release will not
            impair the security under the Security Trust Deed in contravention
            of the provisions of the Security Trust Deed or the Note Trust Deed;
            and

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

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

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

6     PAYMENTS

(a)   METHOD OF PAYMENT

      Any instalment of interest or principal, payable on any Class A[ ] Note
      which is punctually paid or duly provided for by the Issuer to the
      Principal Paying Agent on the applicable Quarterly Payment Date or Final
      Maturity Date shall be paid to the person in


                                      135
<PAGE>

      whose name such Class A[ ] Note is registered on the Record Date, by
      cheque mailed first-class, postage prepaid, to such person's address as it
      appears on the Note Register on such Record Date, except that, unless
      Class A[ ] Definitive Notes have been issued pursuant to clause 3.3 of the
      Note Trust Deed, with respect to Class A[ ] Notes registered on the Record
      Date in the name of the nominee of the Clearing Agency (initially in
      respect of the Class A[ ] Notes such Clearing Agency to be DTC and such
      nominee to be Cede & Co.), payment will be made by wire transfer in
      immediately available funds to the account designated by such nominee and
      except for the final instalment of principal payable with respect to such
      Class A[ ] Note on a Quarterly Payment Date or Maturity Date.

(b)   INITIAL PRINCIPAL PAYING AGENT

      The initial Principal Paying Agent for the Class A[ ] Note is The Bank of
      New York at its offices in New York City.

(c)   PAYING AGENTS

      The Issuer may (at the direction of the Manager) at any time (with the
      prior written approval of the Note Trustee) terminate the appointment of
      any Paying Agent and appoint additional or other Paying Agents, provided
      that (among other things) the new Paying Agent has been approved in
      writing by the Note Trustee and appointed on terms previously approved in
      writing by the Note Trustee, notice has been provided to the Class A
      Noteholder, and it will at all times maintain a Paying Agent having a
      specified office in New York City (in respect of the Class A[ ] Notes) and
      the United Kingdom (in respect of the Class A[ ] Notes) and the Republic
      of Ireland (for so long as the Class A[ ] Notes are listed on the Irish
      Stock Exchange). Notice of any such termination or appointment and of any
      change in the office through which any Paying Agent will act will be given
      in accordance with Condition 12.

(d)   PAYMENT ON BANKING DAYS

      If the due date for payment of any amount of principal or interest in
      respect of any Class A[ ] Note is not a Banking Day then payment will not
      be made until the next succeeding Banking Day and the holder of that Class
      A[ ] Note shall not be entitled to any further interest or other payment
      in respect of that delay. In this Condition 6 the expression "Banking Day"
      means any day (other than a Saturday, Sunday or a public holiday) on which
      banks are open for business in the place where the specified office of the
      Paying Agent at which the Class A[ ] Note is presented for payment is
      situated and, in the case of payment by transfer to a US dollar account,
      in New York City prior to the exchange of a Class A[ ] Book-Entry Note for
      any Class A[ ] Definitive Notes, means any day on which DTC is open for
      business.

(e)   INTEREST

      If interest is not paid in respect of a Class A[ ] Note on the date when
      due and payable (other than because the due date is not a Banking Day),
      that unpaid interest shall itself bear interest at the Interest Rate
      applicable from time to time to the Class A[ ] Notes until the unpaid
      interest, and interest on it, is available for payment and notice of that
      availability has been duly given in accordance with Condition 12.

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

7     TAXATION

All payments in respect of the Class A Notes will be made without withholding or
deduction for, or on account of, any present or future taxes, duties or charges
of whatsoever nature unless the


                                      136
<PAGE>

Issuer or any Paying Agent is required by applicable law to make any such
payment in respect of the Class A Notes subject to any withholding or deduction
for, or on account of, any present or future taxes, duties or charges of
whatever nature. In that event the Issuer or that Paying Agent (as the case may
be) shall make such payment after such withholding or deduction has been made
and shall account to the relevant authorities for the amount so required to be
withheld or deducted. Neither the Issuer nor any Paying Agent nor the Note
Trustee will be obliged to make any additional payments to Class A Noteholders
in respect of that withholding or deduction.

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

8     PRESCRIPTION

A Class A Note shall become void in its entirety unless surrendered for payment
within ten years of the Relevant Date (as such term is defined below) in respect
of any payment on it the effect of which would be to reduce the Outstanding
Principal Balance of that Class A Note to zero. After the date on which a Class
A Note becomes void in its entirety, no claim may be made in respect of it.

As used in these Conditions, the "RELEVANT DATE" means the date on which a
payment first becomes due but, if the full amount of the money payable has not
been received by the Principal Paying Agent or the Note Trustee on or prior to
that date, it means the date on which the full amount of such money having been
so received, notice to that effect is duly given by the Principal Paying Agent
in accordance with Condition 12.

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

9     EVENTS OF DEFAULT

Subject to the Supplementary Bond Terms Notice each of the following events is
an Event of Default whether or not caused by any reason whatsoever outside the
control of an Interested Person (as defined in the Security Trust Deed) or any
other person:

(a)   the Issuer does not within 10 Banking Days of the due date, and in the
      specified manner, pay in full any Secured Moneys (except in respect of any
      moneys payable under any Payment Funding Facility, Top-up Funding Facility
      and Redraw Funding Facility which fall due for payment prior to the
      Repayment Date or payment of interest on Class B Notes unless all Class A
      Notes have been repaid);

(b)   the Issuer defaults in fully performing observing and fulfilling any
      material obligation in relation to the Securitisation Fund under the
      Security Trust Deed or any Secured Document (other than a provision
      requiring the payment of money as contemplated by paragraph (a) of this
      clause or, prior to the Repayment Date, in respect of any such default
      under a Payment Funding Facility, Top-up Funding Facility and Redraw
      Funding Facility) and such default has not been remedied within 10 Banking
      Days of the Issuer receiving notice from the Security Trustee specifying
      the breach and requiring the same to be rectified;

(c)   any representation, warranty or statement in relation to the
      Securitisation Fund made, repeated or deemed to be made or repeated in the
      Security Trust Deed or in any Secured Document by the Issuer is proved to
      be untrue in any material respect when made, repeated or deemed to be made
      or repeated (as the case may be) (except, prior to the Repayment Date, in
      respect of any representation, warranty or statement made, repeated or
      deemed to be made or repeated under the Payment Funding Facility, Top-up
      Funding Facility and Redraw Funding Facility);


                                      137
<PAGE>

(d)   the Issuer breaches any material undertaking given at any time to the
      Security Trustee in relation to the Securitisation Fund or fails to comply
      with any material condition imposed by the Security Trustee in relation to
      the Securitisation Fund in agreeing to any matter (including any waiver)
      (except, prior to the Repayment Date, in respect of any breach of any
      material undertaking or failure to comply with any material condition
      under the Payment Funding Facility, Top-up Funding Facility and Redraw
      Funding Facility);

(e)   any Insolvency Event occurs in relation to the Issuer other than for the
      reconstruction of the Issuer or the Securitisation Fund with the prior
      written approval of the Manager and the Security Trustee and provided that
      each Designated Rating Agency has confirmed in writing that such
      reconstruction will not have an adverse effect on the rating of the Notes;

(f)   any Encumbrance over any Charged Property becomes enforceable or any
      Encumbrance that is a floating security over any Charged Property
      crystallises or otherwise becomes a fixed or specific security;

(g)   any investigation into the affairs, or into particular affairs, of the
      Issuer in relation to the Securitisation Fund is directed or commenced
      under any Statute;

(h)   any Secured Document is, becomes or is claimed by the Issuer or the
      Manager to be void, voidable or unenforceable in whole or in any material
      part;

(i)   the Issuer disaffirms, disclaims, repudiates or rejects any Secured
      Document in whole or in any material part;

(j)   there occurs without the prior written approval of the Security Trustee,
      any vesting or distribution of any assets of the Securitisation Fund other
      than in accordance with the relevant Supplementary Bond Terms Notices;

(k)   any material breach of trust in relation to the Securitisation Fund by the
      Issuer or the Issuer for any reason loses or ceases to be entitled to a
      material extent to its right of indemnity against the assets of the
      Securitisation Fund;

(l)   as a result of the act or omission of the Issuer the assets of the
      Securitisation Fund are materially diminished or made materially less
      accessible to the Security Trustee;

(m)   without the prior consent of the Security Trustee, the Securitisation Fund
      is wound-up, or the Issuer is required to wind up the Securitisation Fund
      under the Master Trust Deed or the applicable law, or the winding up of
      the Securitisation Fund commences; and

(n)   the Charge ceases to rank as contemplated by clause 4.2 of the Security
      Trust Deed.

Capitalised terms in this Condition 9 have the same meaning given in the
Security Trust Deed unless defined in this document.

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

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

10    ENFORCEMENT

At any time after an Event of Default occurs, the Security Trustee may (subject
to the Security Trust Deed), if so directed by (a) the Noteholder Secured
Creditors (as defined in the Security Trust Deed) alone, where the Noteholder
Secured Creditors are the only Voting Secured Creditors, or otherwise (b) an
"Extraordinary Resolution" of the Voting Secured Creditors (being 75% of votes
capable of being cast by Voting Secured Creditors present in person or by proxy
at


                                      138
<PAGE>

the relevant meeting or a written resolution signed by all Voting Secured
Creditors, which includes the Note Trustee on behalf of Class A Noteholders, but
not, unless the Note Trustee has become bound to take steps and/or proceed under
the Security Trust Deed and fails to do so within a reasonable period of time
and such failure is continuing, the Class A Noteholders themselves), declare the
Class A Notes immediately due and payable and declare the security to be
enforceable. If an Extraordinary Resolution of the Voting Secured Creditors
referred to above elects not to direct the Security Trustee to enforce the
Security Trust Deed, in the circumstances where the Security Trustee could
enforce, the Noteholder Secured Creditor may nevertheless, and the Note Trustee
as Noteholder Secured Creditor shall subject to the terms of the Note Trust
Deed, at the direction of the Class A Noteholders, direct the Security Trustee
to enforce the Security Trust Deed on behalf of the Class A Noteholders.

"VOTING SECURED CREDITOR" means:

(a)   with respect only to the enforcement of the security under the Security
      Trust Deed, for so long as the Secured Moneys of the Class A Noteholders
      and the Class B Noteholders each calculated and expressed in the A$
      Equivalent are 75% or more of total Secured Moneys calculated and
      expressed in the A$ Equivalent, the Noteholder Secured Creditors alone;
      and

(b)   at any other time (subject to clause 16.3 of the Security Trust Deed):

      (1)   the Note Trustee, acting on behalf of the Class A Noteholders under
            the Note Trust Deed and clause 3 of the Security Trust Deed or, if
            the Note Trustee has become bound to take steps and/or to proceed
            under the Security Trust Deed and fails to do so within a reasonable
            time and such failure is continuing, the Class A Noteholders and
            then only to the extent permitted by the Australian Law; and

      (2)   each other Secured Creditor (other than a Class A Noteholder).

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

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

No Class A Noteholder is entitled to enforce the Security Trust Deed or to
appoint or cause to be appointed a receiver to any of the assets secured by the
Security Trust Deed or otherwise to exercise any power conferred by the terms of
any applicable law on chargees except as provided in the Security Trust Deed.

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

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


                                      139
<PAGE>

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

(c)   the Note Trustee is directed by the Holders of at least 75% of the
      aggregate Invested Amount of Class A Notes calculated and expressed in the
      A$ Equivalent.

Neither the Note Trustee nor the Security Trustee will be liable for any decline
in the value, nor any loss realised upon any sale or other dispositions made
under the Security Trust Deed, of any Charged Property or any other property
which is charged to the Security Trustee by any other person in respect of or
relating to the obligations of the Issuer or any third party in respect of the
Issuer or the Secured Moneys or the Class A Notes or relating in any way to the
Charged Property. Without limitation, neither the Note Trustee nor the Security
Trustee shall be liable for any such decline or loss directly or indirectly
arising from its acting, or failing to act, as a consequence of an opinion
reached by it.

The Note Trustee shall not be bound to vote under the Security Trust Deed, or
otherwise direct the Security Trustee under the Security Trust Deed or to take
any proceedings, actions or steps under, or any other proceedings pursuant to or
in connection with the Security Trust Deed, the Note Trust Deed, any Class A
Notes, unless directed or requested to do so in writing by Noteholders holding
at least 75% of the aggregate Invested Amount of Class A Notes calculated and
expressed in the A$ Equivalent at the time; and then only if the Note Trustee is
indemnified to its satisfaction against all action, proceedings, claims and
demands to which it may render itself liable and all costs, charges, damages and
expenses which it may incur by so doing.

Only the Security Trustee may enforce the provisions of the Security Trust Deed
and neither the Note Trustee nor any Class A Noteholder is entitled to proceed
directly against the Issuer to enforce the performance of any of the provisions
of the Security Trust Deed and the Class A Notes (including these Class A Note
Conditions) unless otherwise as set out in a Transaction Document.

The rights, remedies and discretions of the Class A Noteholders under the
Security Trust Deed including all rights to vote or give instructions or consent
can only be exercised by the Note Trustee on behalf of the Class A Noteholders
in accordance with the Security Trust Deed. The Security Trustee may rely on any
instructions or directions given to it by the Note Trustee as being given on
behalf of the Class A Noteholders from time to time and need not enquire whether
the Note Trustee or the Class A Noteholders from time to time have complied with
any requirements under the Note Trust Deed or as to the reasonableness or
otherwise of the Note Trustee. The Security Trustee is not obliged to take any
action, give any consent or waiver or make any determination under the Security
Trust Deed without being directed to do so by the Note Trustee or the Voting
Secured Creditors in accordance with the Security Trust Deed.

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


                                      140
<PAGE>

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

11    REPLACEMENT OF CLASS A OFFERED NOTES

If any Class A Offered Note is lost, stolen, mutilated, defaced or destroyed, it
may be replaced at the specified office of the Principal Paying Agent upon
payment by the claimant of the expenses incurred in connection with that
replacement and on such terms as to evidence and indemnity as the Manager may
reasonably require. Mutilated or defaced Class A Offered Notes must be
surrendered before replacements will be issued.

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

12    NOTICES

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

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

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

The Manager shall deliver a quarterly servicing report for each Calculation
Period to each Class A Offered Noteholder on the notice date relating to such
Calculation Period in the method provided in the first paragraph of this
Condition 12.

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

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

13    MEETINGS OF VOTING SECURED CREDITORS AND MEETINGS OF CLASS A OFFERED
      NOTEHOLDERS; MODIFICATIONS; CONSENTS; WAIVER

The Security Trust Deed contains provisions for convening meetings of the Voting
Secured Creditors to, among other things, enable the Voting Secured Creditors to
direct or consent to the Security Trustee taking or not taking certain actions
under the Security Trust Deed, for example to enable the Voting Secured
Creditors to direct the Security Trustee to enforce the Security Trust Deed.

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


                                      141
<PAGE>

modification which would have the effect of altering the amount of interest
payable in respect of a Class A Offered Note or modification of the method of
calculation of the interest payable or of the date for payment of interest in
respect of any Class A Offered Notes, reducing or cancelling the amount of
principal payable in respect of any Class A Offered Notes or altering the
majority required to pass an Extraordinary Resolution or altering the currency
of payment of any Class A Offered Notes or an alteration of the date or priority
of payment of interest on, or redemption of, the Class A Offered Notes in the
event of a call under Condition 5(i) or 5(j) (any such modification being
referred to below as a "BASIC TERMS MODIFICATION") shall be effective except
that, if the Note Trustee is of the opinion that such a Basic Terms Modification
is being proposed by the Issuer as a result of, or in order to avoid, an Event
of Default, such Basic Terms Modification may be sanctioned by Extraordinary
Resolution of the Class A Offered Noteholders as described below. An
Extraordinary Resolution passed by the Class A Offered Noteholders shall be
binding on all Class A Offered Noteholders. The vote required for an
Extraordinary Resolution shall be a majority consisting of not less than 75% of
the votes capable of being cast by Voting Secured Creditors present in person or
by proxy at a duly convened meeting or a written resolution signed by all of the
Voting Secured Creditors.

The Note Trust Deed permits the Note Trustee, the Manager and the Issuer to,
following the giving of not less than 10 Banking Days' notice to each Designated
Rating Agency, alter, add to or modify, by way of supplementary deed, the Note
Trust Deed (including the meeting and amendment provisions), the Conditions
(subject to the proviso more fully described in clause 35.2 of the Note Trust
Deed or any other terms of that deed or the Conditions to which it refers) or
any Transaction Document so long as that alteration, addition or modification
is:

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

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

o     in the opinion of the Note Trustee appropriate or expedient as a
      consequence of a change to any law or regulation or a change in the
      requirements of any Government Agency (including, but not limited to, an
      alteration, addition or modification which is in the opinion of the Note
      Trustee appropriate or expedient as a consequence of the enactment of a
      law or regulation or an amendment to any law or regulation or ruling by
      the Commissioner or Deputy Commissioner of Taxation or any governmental
      announcement or statement, in any 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 Securitisation Fund); or

o     in the reasonable opinion of the Note Trustee neither prejudicial nor
      likely to be prejudicial to the interests of the Class A Offered
      Noteholders as a whole, and is undertaken in a manner and to the extent,
      permitted by the Transaction Documents.

Where, in the opinion of the Note Trustee, a proposed alteration, addition or
modification to the Note Trust Deed, other than an alteration, addition or
modification referred to above, is prejudicial or likely to be prejudicial to
the interests of Class A Offered Noteholders as a whole or any Class of Class A
Offered Noteholders, the Note Trustee, the Manager and the Issuer may make that
alteration, addition or modification only if sanctioned in writing by holders of
at least 75% of the aggregate Invested Amount of the Class A Offered Notes
calculated and expressed in the A$ Equivalent.

The Note Trustee may also, in accordance with the Note Trust Deed and without
the consent of the Class A Offered Noteholders (but not in contravention of an
Extraordinary Resolution), waive or authorise any breach or proposed breach of
the Class A Offered Notes (including these Class A Offered Note Conditions) or
any Transaction Document or determine that any Event of


                                      142
<PAGE>

Default or any condition, event or act which with the giving of notice and/or
lapse of time and/or the issue of a certificate would constitute an Event of
Default shall not, or shall not subject to specified conditions, be treated as
such. Any such modification, waiver, authorisation or determination shall be
binding on the Class A Offered Noteholders and, if, but only if, the Note
Trustee so requires, any such modification shall be notified to the Class A
Offered Noteholders in accordance with Condition 12 as soon as practicable.

Every amendment to the Note Trust Deed must conform to the requirements of the
TIA as then in effect so long as the Note Trust Deed shall be qualified under
the TIA.

The Manager shall distribute to all Class A Offered Noteholders and the
Designated Rating Agencies a copy of any amendments made under clause 35.1 or
35.2 of the Note Trust Deed in accordance with Condition 12 as soon as
reasonably practicable after the amendment has been made.

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

14    INDEMNIFICATION AND EXONERATION OF THE NOTE TRUSTEE AND THE SECURITY
      TRUSTEE

(a)   The Note Trust Deed and the Security Trust Deed contain provisions for the
      indemnification of the Note Trustee and the Security Trustee
      (respectively) and for their relief from responsibility, including
      provisions relieving them from taking proceedings to realise the security
      and to obtain repayment of the Class A Offered Notes (in respect of the
      Note Trustee) and the Class A Notes (in respect of the Security Trustee)
      unless indemnified to their satisfaction. Each of the Note Trustee and the
      Security Trustee is entitled to enter into business transactions with the
      Issuer and/or any other party to the Transaction Documents without
      accounting for any profit resulting from such transactions. Except in the
      case of negligence, fraud or wilful default (in the case of the Security
      Trustee) or negligence, fraud, or wilful default (in the case of the Note
      Trustee), neither the Security Trustee nor the Note Trustee will be
      responsible for any loss, expense or liability which may be suffered as a
      result of any assets secured by the Security Trust Deed, Charged Property
      or any deeds or documents of title thereto, being uninsured or
      inadequately insured or being held by or to the order of the Mortgage
      Manager or any of its affiliates or by clearing organisations or their
      operators or by any person on behalf of the Note Trustee if prudently
      chosen in accordance with the Transaction Documents.

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

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

15    LIMITATION OF LIABILITY OF THE ISSUER

(a)   GENERAL

      Clause 26 of the Master Trust Deed applies to the obligations and
      liabilities of the Issuer in relation to the Class A Notes.


                                      143
<PAGE>

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

      (1)   The Issuer enters into the Transaction Documents and issues the
            Notes only in its capacity as trustee of the Securitisation Fund and
            in no other capacity (except where the Transaction Documents provide
            otherwise). Subject to paragraph (3) below, a liability arising
            under or in connection with the Transaction Documents, the Notes or
            the Securitisation Fund is limited to and can be enforced against
            the Issuer only to the extent to which it can be satisfied out of
            the assets and property of the Securitisation Fund and which are
            available to satisfy the right of the Issuer to be exonerated or
            indemnified for the liability. This limitation of the Issuer's
            liability applies despite any other provision of the Transaction
            Documents and extends to all liabilities and obligations of the
            Issuer in any way connected with any representation, warranty,
            conduct, omission, agreement or transaction related to the
            Transaction Documents, the Notes or the Securitisation Fund.

      (2)   Subject to paragraph (3) below, no person (including any Relevant
            Party) may take action against the Issuer in any capacity other than
            as trustee of the Securitisation Fund or seek the appointment of a
            receiver (except under the Security Trust Deed), or a liquidator, an
            administrator or any similar person to the Issuer or prove in any
            liquidation, administration or arrangements of or affecting the
            Issuer except in relation to the Assets of the Securitisation Fund.

      (3)   The provisions of this Condition 15 shall not apply to any
            obligation or liability of the Issuer to the extent that it is not
            satisfied because under a Transaction Document or by operation of
            law there is a reduction in the extent of the Issuer's
            indemnification or exoneration out of the assets of the
            Securitisation Fund as a result of the Issuer's fraud, negligence or
            wilful default and will not apply to any obligation or liability of
            the Issuer to pay amounts from its personal funds pursuant to clause
            12.1 of the Note Trust Deed.

      (4)   It is acknowledged that the Relevant Parties are responsible under
            the Transaction Documents for performing a variety of obligations
            relating to the Securitisation Fund. No act or omission of the
            Issuer (including any related failure to satisfy its obligations
            under the Transaction Documents or the Notes) will be considered
            fraud, negligence or wilful default of the Issuer for the purpose of
            paragraph (3) of this Condition 15 to the extent to which the act or
            omission was caused or contributed to by any failure by any Relevant
            Party or any person who has been delegated or appointed by the
            Issuer in accordance with the Transaction Documents to fulfil its
            obligations relating to the Securitisation Fund or by any other act
            or omission of a Relevant Party or any such person.

      (5)   No attorney, agent, delegate, receiver or receiver and manager
            appointed in accordance with this deed or any other Transaction
            Documents has authority to act on behalf of the Issuer in a way
            which exposes the Issuer to any personal liability and no act or
            omission of any such person will be considered fraud, negligence or
            wilful default of the Issuer for the purpose of paragraph (3).

      (6)   The Issuer is not obliged to do or refrain from doing anything under
            the Transaction Documents (including incur any liability) unless the
            Issuer's liability is limited in the same manner as set out in
            paragraphs (1) to (3).

      (7)   In this Condition 15 "RELEVANT PARTIES" means each party to a
            Transaction Document other than the Issuer.


                                      144
<PAGE>

      (8)   The expression "WILFUL DEFAULT" as used in this Condition 15 is
            defined in clause 26.5 of the Security Trust Deed.

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

16    GOVERNING LAW

The Class A Notes and the Relevant Documents are governed by, and shall be
construed in accordance with, the laws of New South Wales, Australia. The
administration of the Note Trust created under the Note Trust Deed, including
the exercise of the Note Trustee's powers under clause 13 of the Note Trust
Deed, is governed by the law of New York. In the event of any inconsistency
between the operation of the law of New South Wales, Australia and the law of
New York in respect of the application of those powers, the law of New York will
prevail to the extent of the inconsistency.

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

17    SUMMARY OF PROVISIONS RELATING TO THE CLASS A[ ] NOTES WHILE IN BOOK-ENTRY
      FORM

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

The Class A[ ] Book-Entry Notes will be exchangeable for Class A[ ] Definitive
Notes in certain circumstances described below.

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

(a)   PAYMENTS

      Interest and principal on each Class A[ ] Book-Entry Note will be payable
      by the Principal Paying Agent to the Common Depositary provided that no
      payment of interest may be made by the Issuer or any Paying Agent in the
      Commonwealth of Australia or its possessions or into a bank account or to
      an address in the Commonwealth of Australia or its possessions.

      Each of the persons appearing from time to time as the beneficial owner of
      a Class A[ ] Note will be entitled to receive any payment so made in
      respect of that Class A[ ] Note in accordance with the respective rules
      and procedures of DTC (in respect of the Class A[ ] Notes). Such persons
      will have no claim directly against the Issuer in respect of payments due
      on the Class A[ ] Notes which must be made by the holder of the relevant
      Class A[ ] Book-Entry Note, for so long as such Class A[ ] Book-Entry Note
      is outstanding.


                                      145
<PAGE>

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

(b)   EXCHANGE

      The Class A[ ] Book-Entry Notes will be exchangeable for Class A[ ]
      Definitive Notes only if:

      (1)   the Principal Paying Agent advises the Manager in writing that the
            Clearing Agency is no longer willing or able to discharge properly
            its responsibilities as depository of the Class A[ ] Notes and the
            Manager is not able to locate a qualified successor;

      (2)   the Issuer, at the direction of the Manager (at the Manager's
            option), advises the Principal Paying Agent in writing that it
            elects to terminate the book entry system through the Clearing
            Agency in respect of the Class A[ ] Notes; or

      (3)   after the occurrence of an Event of Default, the Note Trustee at the
            written direction of the Class A[ ] Noteholders holding a majority
            of the aggregate Outstanding Principal Balance of the Class A[ ]
            Notes, advises both the Principal Paying Agent and Issuer that the
            continuation of a book entry system is no longer in the best
            interest of the Class A[ ] Noteowners,

      then the Principal Paying Agent must within 30 days of such event instruct
      the Clearing Agency to notify all Class A[ ] Noteowners of the occurrence
      of any such event and of the availability of Class A[ ] Definitive Notes.
      Upon the surrender of the Class A[ ] Book-Entry Notes to the Issuer by the
      Clearing Agency, and the delivery by the Clearing Agency of the relevant
      registration instructions to the Issuer, the Issuer shall execute and
      procure the Principal Paying Agent to authenticate the Class A[ ]
      Definitive Notes in accordance with the instructions of the Clearing
      Agency.

      Class A[ ] Noteowner has the meaning given to it in the Note Trust Deed.

(c)   NOTICES

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

(d)   CANCELLATION

      The Note Registrar shall ensure that all Class A[ ] Notes:

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

      (2)   in the case of any Class A[ ] Definitive Note, which, being
            mutilated or defaced, have been surrendered and replaced under
            Condition 11,

      shall be cancelled by or on behalf of the Issuer and will execute a
      certificate and deliver same to the Note Trustee stating:

      (3)   the aggregate Outstanding Principal Balance of Class A[ ] Notes
            which have been redeemed; and

      (4)   the serial numbers of such Class A[ ] Notes in definitive form
            (where applicable).


                                      146
<PAGE>

PART B - TERMS AND CONDITIONS OF THE CLASS A[ ] NOTES

The issue of US$[#], Class A[ ] Note Mortgage Backed Pass Through Floating Rate
Notes due [#] (the "CLASS A[ ] NOTES"), (EURO)[#] Class A[ ] Note Mortgage
Backed Pass Through Floating Rate Notes due [#] (the "CLASS A[ ] NOTES"), and
together with the Class A[ ] Notes, the ("CLASS A OFFERED NOTES"), A$[#] Class
A[ ] Note Mortgage Backed Pass Through Floating Rate Notes due [#] (the "CLASS
A[ ] NOTES" and together with the Class A Offered Notes, the "CLASS A NOTES")
and A$[#] Class B Mortgage Backed Pass Through Floating Rate Notes due [#] (the
"CLASS B NOTES" and together with the Class A Notes, the "NOTES") by Perpetual
Limited, in its capacity as trustee of the SMHL Global Fund No. [ ] (the
"SECURITISATION FUND") (in such capacity, the "ISSUER"). These Notes are (a)
issued subject to a Master Trust Deed (the "MASTER TRUST DEED") dated 4 July
1994 between the Issuer and ME Portfolio Management Limited (formerly called
Superannuation Members' Home Loans Limited) (in such capacity, the "MANAGER")
(as amended and restated), a Supplementary Bond Terms Notice (the "SUPPLEMENTARY
BOND TERMS NOTICE") dated on or about [#] executed by (among others) the Issuer,
Perpetual Trustee Company Limited (ABN 42 000 001 007) (as the security trustee
for the time being referred to as the "SECURITY TRUSTEE"), The Bank of New York
(the note trustee for the time being referred to as the "NOTE TRUSTEE") and the
Manager, and in respect of the Class A Offered Notes these terms and conditions
(the "CONDITIONS"); (b) in respect of the Class A Offered Notes only,
constituted by a note trust deed dated on or about [#] (the "NOTE TRUST DEED")
between the Issuer, the Manager, the Security Trustee, The Bank of New York as
trustee for the holders for the time being of the Class A Offered Notes (the
"CLASS A OFFERED NOTEHOLDERS" and together with the holders for the time being
of the Class A[ ] Notes (the "CLASS A[ ] NOTEHOLDERS"), the "CLASS A
NOTEHOLDERS" and together with the holders for the time being of the Class B
Notes (the "CLASS B NOTEHOLDERS"), the "NOTEHOLDERS"), The Bank of New York as
Principal Paying Agent (the "PRINCIPAL PAYING Agent", which expression includes
its successors as Principal Paying Agent under the Note Trust Deed), AIB/BNY
Fund Management (Ireland) Limited as Irish Paying Agent (the "IRISH PAYING
AGENT", which expression includes its successors as Irish Paying Agent under the
Note Trust Deed), The Bank of New York, as calculation agent (the "CALCULATION
AGENT", which expression includes its successors as Calculation Agent under the
Note Trust Deed) and The Bank of New York as note registrar (the "NOTE
REGISTRAR"); and (c) secured by a Security Trust Deed (the "SECURITY TRUST
DEED") dated on or about [#] between the Issuer, the Manager, the Note Trustee
and the Security Trustee.

The statements set out below include summaries of, and are subject to the
detailed provisions of, the Master Trust Deed, the Supplementary Bond Terms
Notice, the Security Trust Deed and the Note Trust Deed. Certain words and
expressions used herein have the meanings defined in those documents. In
accordance with the Note Trust Deed, under which further paying agents may be
appointed (together with the Principal Paying Agent and the Irish Paying Agent,
the "PAYING AGENTS", which expression includes the successors of each paying
agent under the Note Trust Deed and any additional paying agents appointed),
payments in respect of the Class A Offered Notes will be made by the Paying
Agents and the Calculation Agent will make the determinations specified in the
Note Trust Deed. The Class A Offered Noteholders will be entitled (directly or
indirectly) to the benefit of, will be bound by, and will be deemed to have
notice of, all the provisions of the Master Trust Deed, the Supplementary Bond
Terms Notice, the Security Trust Deed, the Note Trust Deed, the Mortgage
Origination and Management Agreement dated 4 July 1994 and novated by the Deed
of Novation dated 28 September 1995 (as amended) (the "MORTGAGE ORIGINATION AND
MANAGEMENT AGREEMENT") between Members' Equity Pty Limited (formerly known as
NMFM Lending Pty Limited) as mortgage manager (together with any substitute or
successor, the "MORTGAGE Manager"), the Manager and the Issuer, (together with
the agreements with respect to the Fixed Floating Rate Swap, and the


                                      147
<PAGE>

Currency Swaps (as each such term is defined below), (those documents the
"RELEVANT DOCUMENTS") and certain other transaction documents defined as such in
the Master Trust Deed, collectively the "TRANSACTION DOCUMENTS"). Copies of the
Transaction Documents are available for inspection at the office of the
Principal Paying Agent, being at the date hereof The Bank of New York at its
offices at 48th Floor, 1 Canada Square, London, E14 5AL, United Kingdom, and at
the registered office of the Irish Paying Agent, being at the date hereof
AIB/BNY Fund Management (Ireland) Limited at Guild House, Guild Street, Dublin
1, Republic of Ireland.

Perpetual Limited as trustee of trusts established under the Master Trust Deed
(including the Securitisation Fund) has entered into a separate ISDA Master
Agreement entered into with [*] (as amended by the Amending Deed to the ISDA
Master Agreement dated [#] ) (the "FIXED-FLOATING RATE SWAP PROVIDER") together
with a confirmation in respect of the Securitisation Fund relating thereto as at
the Closing Date (the "FIXED-FLOATING RATE SWAP"). The Issuer has also entered
into a ISDA Master Agreement dated [#] with [*] (the "US CURRENCY SWAP PROVIDER"
and the "EURO CURRENCY SWAP PROVIDER" or the "CURRENCY SWAP PROVIDER"),
(together the Fixed-Floating Rate Swap Provider, and the Currency Swap Provider,
the "SWAP PROVIDER") together with the confirmations relating thereto which have
an effective date of the Closing Date in respect of the Class A Offered Notes
(the "US CURRENCY SWAP" and the "EURO CURRENCY SWAP", respectively and together
the "CURRENCY SWAPS").

Perpetual Limited as trustee of the Securitisation Fund, at the direction of the
Manager, may in the future enter into Fixed-Floating Rate Swaps with new
fixed-floating rate swap providers provided that each new fixed-floating rate
swap provider has at least the minimum credit rating specified by each rating
agency, if any, in order to provide such fixed-floating rate swaps to the
Securitisation Fund.

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

The Class A[ ] Notes will also bear the following legend:

"THIS CLASS A[ ] NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE CLASS A[ ] NOTES MAY NOT BE OFFERED, RESOLD,
PLEDGED OR OTHER WISE TRANSFERRED WITHIN THE UNITED STATES, OR FOR THE ACCOUNT
OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT)
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE
UNITED STATES."

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

1     FORM, DENOMINATION AND TITLE

The Class A[ ] Notes will be issued in registered form without interest coupons
in minimum denominations of (euro)100,000 and integral multiples thereof.

Each Class A[ ] Book Entry Note is not a document of title. Title shall be
determined by entry in the Register and only the duly registered holder from
time to time is entitled to payments in respect of a Class A[ ] Book Entry Note.


                                      148
<PAGE>

The Class A[ ] Note will be represented initially by a temporary global note in
registered form (each a "TEMPORARY CLASS A[ ] GLOBAL NOTE" registered in the
name of The Bank of New York Depositary (Nominees) Limited and deposited with
the Common Depository in respect of the Class A[ ] Notes. Interests in the
Temporary Class A[ ] Global Notes will be exchangeable 40 days after the later
of the first Bond Issue Date and the date on which the relevant Class A[ ] Notes
are first offered to persons other than distributors in reliance on Regulation S
of the Securities Act for a permanent global note in registered form (each a
"PERMANENT CLASS A[ ] GLOBAL NOTE") in an equivalent principal amount to the
relevant Temporary Class A[ ] Global Note. Beneficial interests in the Class A[
] Book-Entry Notes will be shown on, and transfers thereof will be effected only
through, records maintained by Euroclear or Clearstream, Luxembourg and their
participants. Euroclear and Clearstream, Luxembourg may hold interests in the
Class A[ ] Book-Entry Notes on behalf of persons who have accounts with
Euroclear and Clearstream, Luxembourg through accounts maintained in the names
of Euroclear or Clearstream, Luxembourg.

If the Issuer is obliged to issue Class A[ ] Definitive Notes under clause 3.4
of Note Trust Deed, interests in the applicable Class A[ ] Book-Entry Note will
be transferred to the beneficial owners thereof in the form of Class A[ ]
Definitive Notes, without interest coupons, in the denominations set forth
above. A Class A[ ] Definitive Note will be issued to each Class A[ ] Noteholder
in respect of its registered holding or holdings of Class A[ ] Notes against
delivery by such Class A[ ] Noteholders of a written order containing
instructions and such other information as the Issuer and The Bank of New York,
acting as a note registrar (the "NOTE REGISTRAR") may require to complete,
execute and deliver such Class A[ ] Definitive Notes. In such circumstances, the
Issuer will cause sufficient Class A[ ] Definitive Notes to be executed and
delivered to the Note Registrar for completion, authentication (by the Principal
Paying Agent) and dispatch to the relevant Class A[ ] Noteholders.

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

2     STATUS, SECURITY AND RELATIONSHIP BETWEEN THE CLASS A NOTES AND THE CLASS
      B NOTES

The Class A Notes are secured by a first ranking floating charge over all of the
assets of the Trust (which include, among other things, the Loans (as defined
below) and the Mortgages (as defined below) and related securities) (as more
particularly described in the Security Trust Deed) and will rank pari passu and
rateably without any preference or priority among themselves.

The Class A Notes are issued subject to the Master Trust Deed and the
Supplementary Bond Terms Notice and are secured by the same security as the
Class B Notes but the Class A Notes will rank in priority to the Class B Notes
both before and after enforcement of the security and in respect of both
principal and interest (as set out in Conditions 4 and 5).

The proceeds of the issue of the Class A Notes and the Class B Notes are to be
used by the Issuer to purchase an interest in certain housing loans (the
"LOANS") and certain related mortgages (the "MORTGAGES").

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

The net proceeds of realisation of the assets of the Securitisation Fund
(including following enforcement of the Security Trust Deed) may be insufficient
to pay all amounts due to the Noteholders. Save in certain limited circumstances
the other assets of the Issuer will not be


                                      149
<PAGE>

available for payment of any shortfall and all claims in respect of such
shortfall shall be extinguished (see further Condition 15). None of the Mortgage
Manager, the Manager, the Note Trustee, the Calculation Agent, the Principal
Paying Agent, the Irish Paying Agent, the Note Registrar, the Security Trustee
or the Swap Provider (as defined in the Supplementary Bond Terms Notice) has any
obligation to any Noteholder for payment of any amount by the Issuer in respect
of the Notes.

The Note Trust Deed contains provisions requiring the Note Trustee to have
regard to the interests of Class A Offered Noteholders as regards all the
powers, trusts, authorities, duties and discretions of the Note Trustee (except
where expressly provided otherwise).

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

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

3     COVENANTS OF THE ISSUER

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

These covenants include the following.

(a)   The Issuer shall act continuously as trustee of the Securitisation Fund
      until the Securitisation Fund is terminated as provided by the Master
      Trust Deed or the Issuer has retired or been removed from office in the
      manner provided under the Master Trust Deed.

(b)   The Issuer shall:

      (1)   act honestly and in good faith and comply with all relevant material
            laws in the performance of its duties and in the exercise of its
            discretions under the Master Trust Deed;

      (2)   exercise such diligence and prudence as a prudent person of business
            would exercise in performing its express functions and in exercising
            its discretions under the Master Trust Deed, having regard to the
            interests of the Class A Noteholders, the Class B Noteholders, the
            Beneficiaries and other Noteholders of the Securitisation Fund in
            accordance with its obligations under the relevant Transaction
            Documents;

      (3)   use its best endeavours to carry on and conduct its business in so
            far as it relates to the Master Trust Deed in a proper and efficient
            manner;

      (4)   do everything and take all such actions which are necessary
            (including obtaining all such authorisations and approvals as are
            appropriate) to ensure that it is able to exercise all its powers
            and remedies and perform all its obligations under the Master Trust
            Deed, the Transaction Documents and all other deeds, agreements and
            other arrangements entered into by the Issuer pursuant to the Master
            Trust Deed;

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

      (6)   except as contemplated or required by the Transaction Documents,
            not, in respect of the Securitisation Fund, guarantee or become
            obligated for the debts of any


                                      150
<PAGE>

            other entity or hold out its credit as being available to settle the
            obligations of others;

      (7)   within 45 days of notice from the Manager to do so, remove any of
            its agents or delegates that breaches any obligation imposed on the
            Issuer under the Master Trust Deed or any other Transaction Document
            where the Manager reasonably believes it will materially adversely
            affect the rating of either or both of the Class A Notes and Class B
            Notes; and

      (8)   not agree to any amendment to Agreed Procedures (as defined in the
            Mortgage Origination and Management Agreement) unless each
            Designated Rating Agency confirms that it will not withdraw or
            downgrade the rating of the Notes as a result of such amendment.

(c)   Except as provided in any Transaction Document (and other than the charge
      given to the Security Trustee and the Issuer's lien over the assets of the
      Securitisation Fund), the Issuer shall not nor permit any of its officers
      to sell, mortgage, charge or otherwise encumber or part with possession of
      any assets of the Securitisation Fund (the "FUND ASSETS").

(d)   The Issuer shall duly observe and perform the covenants and obligations of
      the Master Trust Deed and will be personally liable to the Noteholders,
      the Beneficiaries, or any other creditors for its negligence, fraud or
      wilful default (as defined in Condition 15).

(e)   The Issuer will open and operate certain bank accounts in accordance with
      the Master Trust Deed and any Transaction Document.

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

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

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

4     INTEREST

(a)   QUARTERLY PAYMENT DATES

      Each Class A[ ] Note bears interest on the Invested Amount (as defined in
      the Supplementary Bond Terms Notice) of that Class A[ ] Note from and
      including [#] or such later date as may be agreed between the Manager and
      the Issuer for the issue of the Class A[ ] Notes (the "CLOSING DATE").
      Interest in respect of the Class A[ ] Notes will be payable in arrears on
      [#] in respect of the period from (and including) the Closing Date and
      ending on (but excluding) [#] (the "FIRST Quarterly PAYMENT DATE") and
      thereafter on each [#]th [#], [#], [#] and [#] (each such date a
      "Quarterly PAYMENT DATE"). If any Quarterly Payment Date would otherwise
      fall on a day which is not a Banking Day (as defined below), it shall be
      postponed to the next day which is a Banking Day. The final Quarterly
      Payment Date for a Class of Notes will be the earlier of the Final
      Maturity Date for that Class of Notes and the Quarterly Payment Date on
      which the Notes are redeemed in full.

      "BANKING DAY" in this Condition 4 (other than Condition 4(b)) and in
      Conditions 5 and 9 below means any day (other than a Saturday, Sunday or
      public holiday) on which banks are open for business in London, New York,
      Sydney and Melbourne and which is a TARGET Settlement Day.


                                      151
<PAGE>

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

      A Class A[ ] Note will stop earning interest on any date on which the
      Outstanding Principal Balance of the Class A[ ] Note is zero (provided
      that interest shall thereafter begin to accrue from (and including) any
      date on which the Outstanding Principal Balance of the Class A[ ] Note
      becomes greater than zero) or if the Outstanding Principal Balance of the
      Class A Note is not zero on the due date for redemption in full of the
      Class A[ ] Note, unless payment of principal is improperly withheld or
      refused, following which the Class A[ ] Note will continue to earn
      interest on the Invested Amount of the Class A[ ] Note at the rate from
      time to time applicable to the Class A[ ] Note until the later of the date
      on which the Note Trustee or Principal Paying Agent receives the moneys in
      respect of the Class A[ ] Notes and notifies the holders of that receipt
      or the date on which the Outstanding Principal Balance of the Class A[ ]
      Note has been reduced to zero but interest will begin to accrue from and
      including any date on which the Outstanding Principal Balance of the Class
      A[ ] Note becomes greater than zero.

      If interest is not paid on a Class A[ ] Note on the date when it is due
      and payable (other than because the due date is not a Banking Day) that
      unpaid interest will itself bear interest at the Interest Rate applicable
      to that Class A[ ] Note until the unpaid interest and the amount of
      interest on it is available for payment by the Issuer.

(b)   INTEREST RATE

      The rate of interest applicable from time to time for Class A[ ] Notes
      (the "CLASS A[ ] INTEREST RATE") will be determined by the Calculation
      Agent on the basis of the following paragraphs.

      The second Banking Day before the beginning of each Interest Period (each
      an INTEREST DETERMINATION DATE), the Calculation Agent will determine the
      rate "EUR-EURIBOR-Telerate" as the applicable Floating Rate Option under
      the Definitions of the International Swaps and Derivatives Association,
      Inc. ("ISDA") (the "ISDA DEFINITIONS") being the rate applicable to any
      Interest Period for three-month (or, in the case of the first Interest
      Period, the rate will be determined by linear interpolation calculated by
      reference to the duration of the first Interest Period) deposits in Euros
      which appears on the Telerate Page 248 as of 11:00 a.m., Brussels time,
      determined on the Interest Determination Date by the Calculation Agent. If
      such rate does not appear on the Telerate Page 248, the rate for that
      Interest Period will be determined as if the Issuer and the Calculation
      Agent had specified "EUR-EURIBOR-Reference Banks" as the applicable
      Floating Rate Option under the ISDA Definitions. "EUR-EURIBOR-Reference
      Banks" means that the rate for an Interest Period will be determined on
      the basis of the rates at which deposits in Euros are offered by the
      Reference Banks (being four major banks in the Euro-zone interbank market
      agreed to by the Calculation Agent and the Euro Currency Swap Provider) at
      approximately 11:00 a.m., Brussels time, on the Interest Determination
      Date to prime banks in the Euro-zone interbank market for a period of
      three months (or, in the case of the first Interest Period, the rate will
      be determined by linear interpolation calculated by reference to the
      duration of the first Interest Period) commencing on the first day of the
      Interest Period and in Representative Amount (as defined in the ISDA
      Definitions). The Calculation Agent will request the principal Euro-zone
      office of each of the Reference Banks to provide a quotation of its rate.
      If at least two such quotations are provided, the


                                      152
<PAGE>

      rate for that Interest Period will be the arithmetic mean of the
      quotations. If fewer than two quotations are provided as requested, the
      rate for that Interest Period will be the arithmetic mean of the rates
      quoted by major banks in the Euro-zone interbank market, selected by the
      Calculation Agent and the Euro Currency Swap Provider, at approximately
      11:00 a.m., Brussels time, on that Interest Determination Date for loans
      in Euros to leading European banks for a period of three months (or, in
      the case of the first Interest Period, the rate will be determined by
      linear interpolation calculated by reference to the duration of the first
      Interest Period) commencing on the first day of the Interest Period and in
      a Representative Amount. If no such rates are available in the Euro-zone
      interbank market, then the rate for such Interest Period will be the most
      recently determined rate in accordance with this paragraph.

      For the purpose of the foregoing paragraph, Banking Day means any day
      which is a TARGET Settlement Day.

      The Class A[ ] Interest Rate applicable to the Class A[ ] Notes for such
      Interest Period will be the aggregate of (i) the interest rate or
      arithmetic mean as determined by the Calculation Agent under the previous
      paragraph; and (ii) the margin of [#]% (the "CLASS A[ ] MARGIN") in
      relation to the Class A[ ] Notes.

      If the Issuer has not redeemed all of the Class A Notes on or before the
      Quarterly Payment Date falling [#], the Class A[ ] Margin will increase to
      [#]% for the period from (and including) that date until (but excluding)
      the date on which the Class A[ ] Notes are redeemed in full in accordance
      with these Conditions.

      There is no maximum or minimum Class A[ ] Interest Rate.

(c)   DETERMINATION OF INTEREST RATE AND CALCULATION OF INTEREST

      The Calculation Agent will, as soon as practicable after 11.00 am
      (Brussels time) on each Interest Determination Date, determine the Class
      A[ ] Interest Rate applicable to, and calculate the amount of interest
      payable (the "CLASS A[ ] INTEREST") for, the immediately succeeding
      Interest Period in respect of the Class A[ ] Notes. The Class A[ ]
      Interest is calculated by applying the Class A[ ] Interest Rate for the
      Class A[ ] Notes to the Invested Amount (as defined in the Supplementary
      Bond Terms Notice) of that Class A[ ] Note on the first day of the next
      Interest Period after giving effect to any payments of principal made with
      respect for such class on such day, multiplying such product by a
      fraction, the numerator of which is the actual number of days in the
      relevant Interest Period and the denominator of which is 360 days and
      rounding the resultant figure down to the nearest cent (half a cent being
      rounded upwards). The determination of the Class A[ ] Interest Rate and
      the Class A[ ] Interest by the Calculation Agent shall (in the absence of
      manifest error) be final and binding upon all parties.

(d)   NOTIFICATION OF CLASS A[ ] INTEREST RATE AND CLASS A[ ] INTEREST

      The Calculation Agent will cause the Class A[ ] Interest Rate and the
      Class A[ ] Interest applicable to each Class A[ ] Note for each Interest
      Period and the relevant Quarterly Payment Date to be notified to the
      Issuer, the Manager, the Note Trustee , the Irish Stock Exchange and the
      Paying Agents. The Class A[ ] Interest, Class A[ ] Interest Rate and the
      relevant Quarterly Payment Date so made available may subsequently be
      amended (or appropriate alternative arrangements made by way of
      adjustment) without notice in the event of a shortening of the Interest
      Period.

(e)   DETERMINATION OR CALCULATION BY THE MANAGER

      If the Calculation Agent at any time for any reason does not determine the
      relevant Class A[ ] Interest Rate or calculate the Class A[ ] Interest for
      a Class A[ ] Note, the Manager


                                      153
<PAGE>

      shall do so and each such determination or calculation shall be deemed to
      have been made by the Calculation Agent. In doing so, the Manager shall
      apply the foregoing provisions of this Condition, with any necessary
      consequential amendments, to the extent that in its opinion, it can do so,
      and, in all other respects it shall do so in such a manner as it
      reasonably considers to be fair and reasonable in all the circumstances.

(f)   CALCULATION AGENT

      The Issuer will procure that, so long as any of the Class A Notes remains
      outstanding, there will, at all times, be a Calculation Agent. The Issuer,
      or the Manager with the consent of the Issuer (such consent not to be
      unreasonably withheld), reserves the right at any time to terminate the
      appointment of the Calculation Agent subject to the terms of the Note
      Trust Deed. Notice of that termination will be given to the Class A
      Noteholders. If any person is unable or unwilling to continue to act as
      the Calculation Agent, or if the appointment of the Calculation Agent is
      terminated, the Issuer will, with the approval of the Note Trustee,
      appoint a successor Calculation Agent to act as such in its place,
      provided that neither the resignation nor removal of the Calculation Agent
      shall take effect until a successor approved by the Note Trustee has been
      appointed.

(g)   INTEREST DISTRIBUTION

      On each Quarterly Payment Date, and based on the calculations,
      instructions and directions provided to it by the Manager, and subject to
      the terms of the Security Trust Deed and the Supplementary Bond Terms
      Notice, (to the extent it has not already done so) the Issuer must apply
      the Interest Collections for the Monthly Calculation Period ending
      immediately before the relevant Quarterly Payment Date but in respect of
      the applicable Quarterly Calculation Period as follows:

      (1)   first, in payment of Taxes in respect of the Securitisation Fund,
            which have been incurred prior to that Quarterly Payment Date and
            which have not previously been paid on a prior Monthly Payment Date;

      (2)   secondly, pari passu and rateably in payment of the Issuer's Fee,
            the Manager's Fee and any Expenses (other than the Expenses referred
            to in paragraph (9) below) in respect of the Securitisation Fund
            which have been incurred prior to that Quarterly Payment Date and
            which have not previously been paid on a prior Monthly Payment Date;

      (3)   thirdly, without duplication, in or toward any amounts payable or to
            be applied under paragraph (4) below on any previous Quarterly
            Payment Date, if there had been sufficient Interest Collections,
            which have not previously been paid or allocated by the Issuer,
            together with accrued interest thereon which in the case of a Note
            must be at the Interest Rate applicable to the relevant Note;

      (4)   fourthly, pari passu and rateably:

            (A)   in payment of any interest due under any Redraw Funding
                  Facility or Top-up Funding Facility for the applicable
                  Quarterly Calculation Period including (without duplication)
                  any amounts allocated on the two preceding Monthly Payment
                  Dates (NON-DISTRIBUTED AMOUNT); and

            (B)   and in payment to the Currency Swap Provider, in payment of
                  the A$ Class A Interest Amount payable under the Confirmations
                  on that Quarterly Payment Date, which is thereafter to be
                  applied to payment of interest on the Class A Offered Notes
                  for the for the applicable Quarterly Calculation Period
                  including (without duplication) any Non-Distributed Amount;
                  and


                                      154
<PAGE>

            (C)   in payment of any interest due under any Class A[ ] Notes for
                  the applicable Monthly Interest Period;

      (5)   fifthly, without duplication, in payment of any amounts payable
            under paragraph (6) below on any previous Quarterly Payment Date, if
            there had been sufficient Interest Collections, which have not
            previously been paid or allocated by the Issuer together with
            accrued interest thereon at the Interest Rate applicable to the
            relevant Note;

      (6)   sixthly, pari passu and rateably in payment to Class B Noteholders
            of the Class B Interest due on the Class B Notes on that Quarterly
            Payment Date for the applicable Quarterly Interest Period including
            (without duplication) any Non-Distributed Amount;

      (7)   seventhly, in crediting to the Cash Collateral Account the amount
            (if any) by which the Required Cash Collateral exceeds the Cash
            Collateral;

      (8)   eighthly, to reimburse in the order of priorities specified in
            Condition 5(b) any amounts that have been paid or allocated in any
            previous Interest Periods under Conditions 5(b)(1), (2), (3) and (4)
            (to the extent not previously reimbursed under this Condition
            4(g)(8)) for the applicable Monthly Interest Period (in the case of
            Conditions 5(b)(1), (2) and (3)) and Quarterly Interest Period (in
            the case of Condition 5(b)(4)) including (without duplication) any
            Non-Distributed Amount;

      (9)   ninthly, in payment toward any break costs payable on cancellation
            of any Fixed-Floating Rate Swap to the extent that those amounts are
            not recovered under the relevant Loan secured by Mortgages comprised
            in the Assets of the Securitisation Fund in the form of any
            applicable prepayment fees or a drawing has not been made under a
            Payment Funding Facility including (without duplication) any
            Non-Distributed Amount;

      (10)  tenthly, pari passu and rateably in payment to the Liquidity
            Noteholder of interest payable in respect of the Liquidity Notes and
            in payment of any interest in respect of any Payment Funding
            Facility for the applicable Quarterly Interest Period including
            (without duplication) any Non-Distributed Amount;

      (11)  eleventhly, in respect of the amount of any Class A Charge Offs, any
            Redraw Charge Offs and any Top-up Charge Offs in and towards
            reinstatement of in the books of the Securitisation Fund, pari passu
            and rateably allocated to:

            (A)   that portion of the Class A Charge Offs that relates to the
                  Class A[ ] Notes for that Calculation Period; and

            (B)   Redraw Charge Offs, Top-up Charge Offs and that portion of the
                  Class A Charge Offs that relates to the Class A Offered Notes
                  for that Calculation Period, including any Non-Distributed
                  Amount;

      (12)  twelfthly, in respect of the amount of any Carry Over Redraw Charge
            Offs, any Carry Over Top-up Charge Offs and the A$ Equivalent of any
            Carry Over Class A Charge offs allocated to:

            (A)   each Class A[ ] Note; and

            (B)   each Class A Offered Note,

                  in reinstatement of in the books of the Securitisation Fund,
                  pari passu and rateably (as between any Carry Over Redraw
                  Charge Offs, any Carry Over


                                      155
<PAGE>

                  Top-up Charge Offs and the A$ Equivalent of any Carry Over
                  Class A Charge Offs allocated to each Class A Note) of:

                        (i)   the A$ Equivalent of any Carry Over Class A Charge
                              Offs;

                        (ii)  any Carry Over Redraw Charge Offs; and

                        (iii) any Carry Over Top-up Charge Offs;

                  on that Monthly Payment Date (in the case of the Class A[ ]
                  Notes) and on the applicable Quarterly Payment Date including
                  (without duplication) any Non-Distributed-Amount (in the case
                  of the Class A Offered Notes, any Carry Over Redraw Charge
                  Offs and any Carry Over Top-up Charge Offs);

      (13)  thirteenthly, in respect of the amount of any Class B Charge Offs
            and any Carry Over Class B Charge Offs in reinstatement of in the
            books of the Securitisation Fund including any Non-Distributed
            Amount and in the following order:

            (A)   any Class B Charge Offs for the applicable Calculation Period;
                  and

            (B)   pari passu and rateably the Invested Amount of the Class B
                  Notes to the extent of any Carry Over Class B Charge Offs;

      (14)  fourteenthly, (to the extent not paid under Condition 5(b)) pari
            passu and rateably, in repayment of any principal due and payable
            under any Redraw Funding Facility, in repayment of any principal due
            and payable under any Top-up Funding Facility and in or toward
            repayment of any principal due and payable under any Payment Funding
            Facility including (without duplication) any Non-Distributed Amount;

      (15)  fifteenthly, in payment of or provision for amounts payable to the
            Income Beneficiary of the Securitisation Fund in accordance with
            Conditions 22.1(d) and 22.3(d) of the Master Trust Deed including
            (without duplication) any Non-Distributed Amount.

      Capitalised terms in this Condition 4(g) have the same meaning given in
      the Supplementary Bond Terms Notice unless otherwise defined in this
      document.

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

5     REDEMPTION AND PURCHASE

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

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

      The Class A Notes shall be subject to mandatory redemption in part on any
      Quarterly Payment Date (or in the case of the Class A[ ] Notes, any
      Monthly Payment Date) if on that date there are any Principal Collections
      available to be distributed in relation to such Class A Notes. The
      principal amount so redeemable in respect of each Class A Note prior to
      enforcement of the Security Trust Deed (each a "PRINCIPAL PAYMENT") on any
      Quarterly Payment Date shall be the amount available for payment as set
      out in Condition 5(b) on the day which is seven Banking Days prior to the
      Quarterly Payment Date (the "CUT OFF") divided by the aggregate Invested
      Amount of all Class A Notes, multiplied by the Invested Amount of that
      Note, provided always that no Principal Payment on a Class


                                      156
<PAGE>

      A Note on any date may exceed the amount equal to the Invested Amount of
      that Class A Note at that date.

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

(b)   PRINCIPAL DISTRIBUTIONS ON NOTES

      On each Quarterly Payment Date, and in accordance with the calculations,
      instructions and directions provided to it by the Manager and subject to
      the terms of the Security Trust Deed and the Supplementary Bond Terms
      Notice (to the extent it has not already done so), the Issuer must apply
      the Principal Collections together with any amounts to be applied under
      this Condition 5(b) pursuant to Condition 5(d) for the Monthly Calculation
      Period ending immediately before the relevant Quarterly Payment Date but
      in respect of the applicable Quarterly Calculation Period and Condition
      5(d)(ii), in relation to the two preceding Monthly Payment Dates, towards
      the following payments in the following order of priority:

      (1)   first, in payment of Taxes in respect of the Securitisation Fund (to
            the extent not paid as described in Condition 4);

      (2)   secondly, pari passu and rateably in payment of the Issuer's Fee,
            the Manager's Fee and any Expenses (other than the Expenses referred
            to in this Condition 5(b) below) in respect of the Securitisation
            Fund (to the extent not paid or provided for as described in
            Condition 4(g));

      (3)   thirdly, in payment of the amounts payable and in the priority under
            Condition 4(g)(4) and which have not previously been paid or allowed
            for on a previous Payment Date (or in relation to the Monthly
            Payment Date which falls on that Quarterly Payment Date, in respect
            of the Class A[ ] Notes) (to the extent not paid or allowed for as
            described in Condition 4(g)());

      (4)   fourthly, in payment of the amounts payable under and in the
            priority as specified in, Condition 4(g)() and which have not
            previously been paid or allowed for on a previous Payment Date for
            the applicable Quarterly Calculation Period, including (without
            duplication) any amounts allocated on the two preceding Monthly
            Payment Dates (NON-DISTRIBUTED AMOUNT) (to the extent not paid or
            allowed for under Condition 4(g)());

      (5)   fifthly, pari passu and rateably in repayment of any Redraw
            Principal Outstanding under a Redraw Funding Facility or any Top-up
            Principal Outstanding under any Top-up Funding Facility for the
            applicable Quarterly Calculation Period, including (without
            duplication) all Non-Distributed Amounts;

      (6)   sixthly, pari passu and rateably in payment of amounts approved by
            the Manager under any Loan Redraw Facility or Top-up Loan for the
            applicable Quarterly Calculation Period, including (without
            duplication) all Non-Distributed Amounts;

      (7)   seventhly, pari passu and rateably:

            (A)   in payment of principal to the Class A[ ] Noteholders for the
                  applicable Monthly Calculation Period until the Outstanding
                  Principal Balance of the Class A[ ] Notes is reduced to zero;
                  and

            (B)   payment to the Currency Swap Provider under a Confirmation
                  relating to the Class A Notes for the applicable Quarterly
                  Calculation Period, including (without duplication) any
                  Non-Distributed Amount until the


                                      157
<PAGE>

                  Outstanding Principal Balance of the Class A Notes is reduced
                  to zero, of an amount equal to the lesser of:

                  (i)   the amount available for distribution under this
                        paragraph (7) after all payments which have priority
                        under this paragraph (b); and

                  (ii)  the A$ Equivalent of the Outstanding Principal Balance
                        for all Class A Notes;

                  including (without duplication) all Non-Distributed Amounts

      (8)   eighthly, toward payment of principal to the Class B Noteholders
            pari passu and rateably, until the Outstanding Principal Balance of
            the Class B Notes is reduced to zero of an amount equal to the
            lesser of:

            (A)   the amount available for distribution under this paragraph (8)
                  after all payments which have priority under this paragraph
                  (b); and

            (B)   the Outstanding Principal Balance for all Class B Notes;

                  including (without duplication) all Non-Distributed Amounts;

      (9)   ninthly, pari passu and rateably as between any Carry Over Redraw
            Charge Offs, any Carry Over Top-up Charge Offs and the A$ Equivalent
            of any Carry Over Class A Charge Offs allocated to each Class A
            Note:

            (A)   in payment to the Currency Swap Provider under a Confirmation
                  of the A$ Equivalent of any Carry Over Class A Charge Offs
                  relating to the Class A Notes including (without duplication)
                  all Non-Distributed Amounts;

            (B)   in repaying the Redraw Principal Outstanding of each Redraw
                  Funding Facility to the extent of any Carry Over Redraw Charge
                  Offs including (without duplication) all Non-Distributed
                  Amounts; and

            (C)   in repaying the Top-up Principal Outstanding of each Top-up
                  Funding Facility to the extent of any Carry Over Top-up Charge
                  Offs including (without duplication) all Non-Distributed
                  Amounts; and

            (D)   in payment to the Class A[ ] Noteholders of any Carry Over
                  Class A Charge Offs relating to the Class A[ ] Notes;

      (10)  tenthly, in repaying the Invested Amount of the Class B Notes to the
            extent of any Carry Over Class B Charge Offs including (without
            duplication) all Non-Distributed Amounts;

      (11)  eleventhly, in payment towards any break costs payable on
            cancellation of any Fixed-Floating Rate Swap to the extent that
            those amounts are not recovered under the relevant Loan secured by
            Mortgages comprised in Assets of the Securitisation Fund in the form
            of any applicable prepayment fees or a drawing has not been made
            under a Payment Funding Facility (to the extent not paid as
            described under Condition 4(g)); and

      (12)  twelfthly, subject to Condition (c) below, pari passu and rateably
            in payment to the Liquidity Noteholder of the principal amount
            outstanding in respect of the Liquidity Notes and in repayment of
            any principal in respect of any Payment Funding Facility for the
            applicable Quarterly Calculation Period including (without
            duplication) all Non-Distributed Amounts.

      Capitalised terms in this Condition (b) have the same meaning given in the
      Supplementary Bond Terms Notice unless otherwise defined in this document.


                                      158
<PAGE>

(c)   RIGHTS OF LIQUIDITY NOTEHOLDER

      On any Quarterly Payment Date, the Issuer must not make any payments out
      of Principal Collections to the Liquidity Noteholder under Condition (b)
      above unless the Invested Amount of all the Notes is zero, or will be zero
      following any payments made on the relevant Quarterly Payment Date.

(d)   PAYMENT OF CHARGE OFFS AND NON-DISTRIBUTED AMOUNTS

      (1)   The amount of any reinstatement under Conditions 4(g)(11), (12) and
            (13) must be applied on the Quarterly Payment Date of the
            reimbursement in accordance with Condition 5(b) as if the amount
            reimbursed formed part of Principal Collections.

      (2)   Any Non-Distributed Amount relating to the two Monthly Payment Dates
            which precede a Quarterly Payment Date which has not previously been
            paid or allowed for under Condition 4(g), must be applied in
            accordance with Condition 5(b) as if the amounts allowed for formed
            part of Principal Collections.

(e)   GENERAL

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

(f)   EURO ACCOUNT

      The Issuer must direct the Euro Currency Swap Provider to pay all amounts
      denominated in (euro) payable to the Issuer by the Euro Currency Swap
      Provider under the Euro Currency Swap into the Euro Account or to the
      Principal Paying Agent on behalf of the Issuer.

      On each Quarterly Payment Date, the Issuer must, on the direction of the
      Manager, or must require that the Principal Paying Agent on its behalf,
      distribute from the Euro Account the relevant amounts of principal and
      interest due in respect of each Class A[ ] Note in accordance with the
      Note Trust Deed and in the order of priority in Conditions 4(g) and 5(b).

(g)   US$ ACCOUNT

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

      On each Quarterly Payment Date, the Issuer must, on the direction of the
      Manager, or must require that the Principal Paying Agent on its behalf,
      distribute from the US$ Account the relevant amounts of interest and
      principal due in respect of each Class A[ ] Note in accordance with the
      Note Trust Deed and in order of priority in Conditions 4(g) and 5(b).

(h)   CALCULATION OF PRINCIPAL PAYMENTS, OUTSTANDING PRINCIPAL BALANCE AND
      INVESTED AMOUNT

      The Manager must, not later than two Banking Days before each Quarterly
      Payment Date advise the Issuer in respect of the Class A Notes only and
      the Currency Swap Provider in writing of:

      (1)   all amounts payable or to be provided for under clause 6 of the
            Supplementary Bond Terms Notice (which includes the amounts payable
            to be provided under Conditions 4(g) and 5(b));

      (2)   reasonable details of the calculation of all such amounts; and


                                      159
<PAGE>

      (3)   the Outstanding Principal Balance and Invested Amount of each Class
            A Note and Class B Note following the making of all payments to be
            made on that Quarterly Payment Date in accordance with the
            Supplementary Bond Terms Notice.

      The Manager must also notify the Issuer of all details of payments which
      are to be made by or on behalf of the Issuer on or by each Quarterly
      Payment Date. The Manager must, not later than two Banking Days before
      each Quarterly Payment Date, also notify the Currency Swap Provider of all
      payments which are to be made by or on behalf of the Issuer under
      Conditions 4(g) and 5(b) in respect of the Class A Notes.

      The Manager will notify the Issuer, the Note Trustee, the Principal Paying
      Agent and the Calculation Agent by not later than two Banking Days prior
      to the relevant Quarterly Payment Date (the "DETERMINATION DATE") of each
      such determination and will immediately cause details, of each of those
      determinations to be made available in accordance with Condition 12 one
      Banking Day before the relevant Quarterly Payment Date. If no repayment of
      principal is due to be made on the Class A Notes on any Quarterly Payment
      Date a notice to this effect will be given to the Class A Noteholders in
      accordance with Condition 12.

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

(i)   CALL

      The Issuer must, when so directed by the Manager (at the Manager's
      option), having given not more than 60 nor less than 45 days' notice to
      the Class A Noteholders, in case of Class A Notes, in accordance with
      Condition 12 purchase or redeem all, but not some only, of the Notes by
      repaying the Outstanding Principal Balance of those Notes together with
      accrued interest to (but excluding) the date of repurchase or redemption,
      on any Quarterly Payment Date falling on or after the earlier of:

      (1)   the [Quarterly] Payment Date on which the Outstanding Principal
            Balance of all Notes calculated and expressed in the A$ Equivalent
            is equal to or less than 10% of the total initial Outstanding
            Principal Balance of all Notes calculated and expressed in the A$
            Equivalent; and

      (2)   in the case of Class A Notes, the Quarterly Payment Date falling on
            [#] [and in the case of the Class A[ ] Notes, the Monthly Payment
            Date falling on [#]],

      provided that:

      (3)   if the aggregate Outstanding Principal Balance for all Class A Notes
            calculated and expressed in the A$ Equivalent on such date of
            redemption or repurchase has been reduced by Class A Charge Offs
            which have not been repaid under Conditions 4(g)(10) and (11), the
            Noteholders owning at least 75% of the aggregate Invested Amount of
            the Class A Notes calculated and expressed in the A$ Equivalent must
            consent to such repurchase or redemption; and

      (4)   the Issuer will be in a position on such [Quarterly] Payment Date to
            discharge (and the Manager so certifies to the Issuer and the Note
            Trustee upon which certification the Issuer and the Note Trustee
            will rely conclusively) all its liabilities in respect of the Class
            A Notes (at their Outstanding Principal Balance) and any amounts
            which would be required under the Security Trust Deed to be


                                      160
<PAGE>

            paid in priority or pari passu with the Class A Notes if the
            security for the Notes were being enforced.

(j)   REDEMPTION FOR TAXATION OR OTHER REASONS

      If the Manager satisfies the Issuer and the Note Trustee immediately prior
      to giving the notice referred to below either:

      (1)   that on the next Quarterly Payment Date the Issuer would be required
            to deduct or withhold from any payment of principal or interest in
            respect of the Class A Notes, the Currency Swaps, the Payment
            Funding Facility, the Top-up Funding Facility or the Redraw Funding
            Facility any amount for or on account of any present or future
            taxes, duties, assessments or governmental charges of whatever
            nature imposed, levied, collected, withheld or assessed by the
            Commonwealth of Australia or any of its political sub-divisions or
            any of its authorities; or

      (2)   the total amount payable in respect of interest in relation to any
            of the Loans secured by Mortgages comprised in the Assets of the
            Securitisation Fund for a Calculation Period ceases to be receivable
            (whether or not actually received) by the Issuer during such
            Calculation Period (but this paragraph (2) does not apply to a
            failure by the Trustee to receive any interest in relation to any of
            the Loans merely by reason of the failure by any borrowers to pay
            that interest in breach of the relevant Loans),

      the Issuer must, when so directed by the Manager, at the Manager's option
      (provided that the Issuer will be in a position on such [Quarterly]
      Payment Date to discharge (and the Manager will so certify to the Issuer
      and the Note Trustee) all its liabilities in respect of the Class A Notes
      (at their Invested Amount) and any amounts which would be required under
      the Security Trust Deed to be paid in priority or pari passu with the
      Class A Notes if the security for the Class A Notes were being enforced),
      having given not more than 60 nor less than 45 days' notice to the Class A
      Noteholders in accordance with Condition 12, redeem all, but not some
      only, of the Class A Notes at their then Invested Amount together with
      accrued interest to (but excluding) the date of redemption on any
      subsequent [Quarterly] Payment Date, provided that the Class A Noteholders
      may by Extraordinary Resolution elect, and shall notify the Issuer and the
      Manager not less than 21 days before the next Quarterly Payment Date
      following the receipt of notice of such proposed redemption that they do
      not require the Issuer to redeem the Class A Notes.

(k)   REDEMPTION ON FINAL MATURITY

      If not otherwise redeemed, the Class A Notes must be repaid in full on
      [#].

(l)   CANCELLATION

      All Class A Notes redeemed in full pursuant to the above provisions will
      be cancelled.

(m)   CERTIFICATION

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

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

      (2)   that in the opinion of such person the proposed release will not
            impair the security under the Security Trust Deed in contravention
            of the provisions of the Security Trust Deed or the Note Trust Deed;
            and


                                      161
<PAGE>

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

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

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

6     PAYMENTS

(a)   METHOD OF PAYMENT

      Any instalment of interest or principal, payable on any Class A[ ] Note
      which is punctually paid or duly provided for by the Issuer to the
      Principal Paying Agent on the applicable Quarterly Payment Date or Final
      Maturity Date shall be paid to the person in whose name such Class A[ ]
      Note is registered on the Record Date, by cheque mailed first-class,
      postage prepaid, to such person's address as it appears on the Note
      Register on such Record Date, except that, unless Class A[ ] Definitive
      Notes have been issued pursuant to clause 3.4 of the Note Trust Deed, with
      respect to Class A[ ] Notes registered on the Record Date in the name of
      the nominee of the Clearing Agency (initially in respect of the Class A[ ]
      Notes such Clearing Agency to be Euroclear or Clearstream, Luxembourg and
      such nominee to be the Common Depository of Euroclear or Clearstream,
      Luxembourg), payment will be made by wire transfer in immediately
      available funds to the account designated by such nominee and except for
      the final instalment of principal payable with respect to such Class A[ ]
      Note on a Quarterly Payment Date or Maturity Date.

(b)   INITIAL PRINCIPAL PAYING AGENT

      The initial Principal Paying Agent in respect of the Class A[ ] Notes is
      The Bank of New York at its offices in London, United Kingdom.

(c)   PAYING AGENTS

      The Issuer may (at the direction of the Manager) at any time (with the
      prior written approval of the Note Trustee) terminate the appointment of
      any Paying Agent and appoint additional or other Paying Agents, provided
      that (among other things) the new Paying Agent has been approved in
      writing by the Note Trustee and appointed on terms previously approved in
      writing by the Note Trustee, notice has been provided to the Class A
      Noteholders, and it will at all times maintain a Paying Agent having a
      specified office in New York City (in respect of the Class A[ ] Notes) and
      the United Kingdom (in respect of the Class A[ ] Notes) and the Republic
      of Ireland (for so long as the Class A[ ] Notes are listed on the Irish
      Stock Exchange). Notice of any such termination or appointment and of any
      change in the office through which any Paying Agent will act will be given
      in accordance with Condition 12.

      The initial Irish Paying Agent is AIB/BNY Fund Management (Ireland)
      Limited at its registered office in Guild House, Guild Street, Dublin 1,
      Republic of Ireland.

(d)   PAYMENT ON BANKING DAYS

      If the due date for payment of any amount of principal or interest in
      respect of any Class A[ ] Note is not a Banking Day then payment will not
      be made until the next succeeding Banking Day and the holder of that Class
      A[ ] Note shall not be entitled to any further interest or other payment
      in respect of that delay. In this Condition 6 the expression "Banking Day"
      means any day (other than a Saturday, Sunday or a public


                                      162
<PAGE>

      holiday) on which banks are open for business in London and in the place
      where the specified office of the Paying Agent at which the Class A[ ]
      Note is presented for payment is situated and which is a TARGET Settlement
      Day and, in the case of payment by transfer to a Euro account in London,
      prior to the exchange of a Class A[ ] Book-Entry Note for any Class A[ ]
      Definitive Notes, means any day (other than Saturday, Sunday or public
      holiday) on which banks are open for business in London and on which
      Euroclear or Clearstream, Luxembourg is open for business and which is a
      TARGET Settlement Day.

(e)   INTEREST

      If interest is not paid in respect of a Class A[ ] Note on the date when
      due and payable (other than because the due date is not a Banking Day),
      that unpaid interest shall itself bear interest at the Interest Rate
      applicable from time to time to the Class A[ ] Notes until the unpaid
      interest, and interest on it, is available for payment and notice of that
      availability has been duly given in accordance with Condition 12.

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

7     TAXATION

All payments in respect of the Class A Notes will be made without withholding or
deduction for, or on account of, any present or future taxes, duties or charges
of whatsoever nature unless the Issuer or any Paying Agent is required by
applicable law to make any such payment in respect of the Class A Notes subject
to any withholding or deduction for, or on account of, any present or future
taxes, duties or charges of whatever nature. In that event the Issuer or that
Paying Agent (as the case may be) shall make such payment after such withholding
or deduction has been made and shall account to the relevant authorities for the
amount so required to be withheld or deducted. Neither the Issuer nor any Paying
Agent nor the Note Trustee will be obliged to make any additional payments to
Class A Noteholders in respect of that withholding or deduction.

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

8     PRESCRIPTION

A Class A Note shall become void in its entirety unless surrendered for payment
within ten years of the Relevant Date (as such term is defined below) in respect
of any payment on it the effect of which would be to reduce the Outstanding
Principal Balance of that Class A Note to zero. After the date on which a Class
A Note becomes void in its entirety, no claim may be made in respect of it.

As used in these Conditions, the "RELEVANT DATE" means the date on which a
payment first becomes due but, if the full amount of the money payable has not
been received by the Principal Paying Agent or the Note Trustee on or prior to
that date, it means the date on which the full amount of such money having been
so received, notice to that effect is duly given by the Principal Paying Agent
in accordance with Condition 12.

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

9     EVENTS OF DEFAULT

Subject to the Supplementary Bond Terms Notice each of the following events is
an Event of Default whether or not caused by any reason whatsoever outside the
control of an Interested Person (as defined in the Security Trust Deed) or any
other person:

(a)   the Issuer does not within 10 Banking Days of the due date, and in the
      specified manner, pay in full any Secured Moneys (except in respect of any
      moneys payable under any


                                      163
<PAGE>

      Payment Funding Facility, Top-up Funding Facility and Redraw Funding
      Facility which fall due for payment prior to the Repayment Date or payment
      of interest on Class B Notes unless all Class A Notes have been repaid);

(b)   the Issuer or the Manager defaults in fully performing observing and
      fulfilling any material obligation in relation to the Securitisation Fund
      under the Security Trust Deed or any Secured Document (other than a
      provision requiring the payment of money as contemplated by paragraph (a)
      of this clause or, prior to the Repayment Date, in respect of any such
      default under a Payment Funding Facility, Top-up Funding Facility and
      Redraw Funding Facility) and such default has not been remedied within 10
      Banking Days of the Issuer or the Manager (as the case requires) receiving
      notice from the Security Trustee specifying the breach and requiring the
      same to be rectified;

(c)   any representation, warranty or statement in relation to the
      Securitisation Fund made, repeated or deemed to be made or repeated in the
      Security Trust Deed or in any Secured Document by the Issuer or the
      Manager (as the case requires) is proved to be untrue in any material
      respect when made, repeated or deemed to be made or repeated (as the case
      may be) (except, prior to the Repayment Date, in respect of any
      representation, warranty or statement made, repeated or deemed to be made
      or repeated under the Payment Funding Facility, Top-up Funding Facility
      and Redraw Funding Facility);

(d)   the Issuer or the Manager (as the case requires) breaches any material
      undertaking given at any time to the Security Trustee in relation to the
      Securitisation Fund or fails to comply with any material condition imposed
      by the Security Trustee in relation to the Securitisation Fund in agreeing
      to any matter (including any waiver) (except, prior to the Repayment Date,
      in respect of any breach of any material undertaking or failure to comply
      with any material condition under the Payment Funding Facility, Top-up
      Funding Facility and Redraw Funding Facility);

(e)   any Insolvency Event occurs in relation to the Issuer other than for the
      reconstruction of the Issuer or the Securitisation Fund with the prior
      written approval of the Manager and the Security Trustee and provided that
      each Designated Rating Agency has confirmed in writing that such
      reconstruction will not have an adverse effect on the rating of the Notes;

(f)   any Encumbrance over any Charged Property becomes enforceable or any
      Encumbrance that is a floating security over any Charged Property
      crystallises or otherwise becomes a fixed or specific security;

(g)   any investigation into the affairs, or into particular affairs, of the
      Issuer in relation to the Securitisation Fund is directed or commenced
      under any Statute;

(h)   any Secured Document is, becomes or is claimed by the Issuer or the
      Manager to be void, voidable or unenforceable in whole or in any material
      part;

(i)   the Issuer or the Manager disaffirms, disclaims, repudiates or rejects any
      Secured Document in whole or in any material part;

(j)   there occurs without the prior written approval of the Security Trustee,
      any vesting or distribution of any assets of the Securitisation Fund other
      than in accordance with the relevant Supplementary Bond Terms Notices;

(k)   any material breach of trust in relation to the Securitisation Fund by the
      Issuer or the Issuer for any reason loses or ceases to be entitled to a
      material extent to its right of indemnity against the assets of the
      Securitisation Fund;

(l)   as a result of the act or omission of the Issuer the assets of the
      Securitisation Fund are materially diminished or made materially less
      accessible to the Security Trustee;


                                      164
<PAGE>

(m)   without the prior consent of the Security Trustee, the Securitisation Fund
      is wound-up, or the Issuer is required to wind up the Securitisation Fund
      under the Master Trust Deed or the applicable law, or the winding up of
      the Securitisation Fund commences; and

(n)   the Charge ceases to rank as contemplated by clause 4.2 of the Security
      Trust Deed.

Capitalised terms in this Condition 9 have the same meaning given in the
Security Trust Deed unless defined in this document.

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

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

10    ENFORCEMENT

At any time after an Event of Default occurs, the Security Trustee may (subject
to the Security Trust Deed), if so directed by (a) the Noteholder Secured
Creditors (as defined in the Security Trust Deed) alone, where the Noteholder
Secured Creditors are the only Voting Secured Creditors, or otherwise (b) an
"Extraordinary Resolution" of the Voting Secured Creditors (being 75% of votes
capable of being cast by Voting Secured Creditors present in person or by proxy
at the relevant meeting or a written resolution signed by all Voting Secured
Creditors, which includes the Note Trustee on behalf of Class A Noteholders, but
not, unless the Note Trustee has become bound to take steps and/or proceed under
the Security Trust Deed and fails to do so within a reasonable period of time
and such failure is continuing, the Class A Noteholders themselves), declare the
Class A Notes immediately due and payable and declare the security to be
enforceable. If an Extraordinary Resolution of the Voting Secured Creditors
referred to above elects not to direct the Security Trustee to enforce the
Security Trust Deed, in the circumstances where the Security Trustee could
enforce, the Noteholder Secured Creditor may nevertheless, and the Note Trustee
as Noteholder Secured Creditor shall subject to the terms of the Note Trust
Deed, at the direction of the Class A Noteholders, direct the Security Trustee
to enforce the Security Trust Deed on behalf of the Class A Noteholders.

"VOTING SECURED CREDITOR" means:

(a)   with respect only to the enforcement of the security under the Security
      Trust Deed, for so long as the Secured Moneys of the Class A Noteholders
      and the Class B Noteholders each calculated and expressed in the A$
      Equivalent are 75% or more of total Secured Moneys calculated and
      expressed in the A$ Equivalent, the Noteholder Secured Creditors alone;
      and

(b)   at any other time (subject to clause 16.3 of the Security Trust Deed):

      (1)   the Note Trustee, acting on behalf of the Class A Noteholders under
            the Note Trust Deed and clause 3 of the Security Trust Deed or, if
            the Note Trustee has become bound to take steps and/or to proceed
            under the Security Trust Deed and fails to do so within a reasonable
            time and such failure is continuing, the Class A Noteholders and
            then only to the extent permitted by the Australian Law; and

      (2)   each other Secured Creditor (other than a Class A Noteholder).

Any reference to the Noteholder Secured Creditors while they are the only Voting
Secured Creditors, or where their consent is required under the Security Trust
Deed in relation to a direction or act of the Security Trustee, means the
Noteholder Secured Creditors representing


                                      165
<PAGE>

more than 50% of the aggregate Invested Amount of the Class A Notes and the
Class B Notes each calculated and expressed in the A$ Equivalent.

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

No Class A Noteholder is entitled to enforce the Security Trust Deed or to
appoint or cause to be appointed a receiver to any of the assets secured by the
Security Trust Deed or otherwise to exercise any power conferred by the terms of
any applicable law on chargees except as provided in the Security Trust Deed.

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

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

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

(c)   the Note Trustee is directed by the Holders of at least 75% of the
      aggregate Invested Amount of Class A Notes calculated and expressed in the
      A$ Equivalent.

Neither the Note Trustee nor the Security Trustee will be liable for any decline
in the value, nor any loss realised upon any sale or other dispositions made
under the Security Trust Deed, of any Charged Property or any other property
which is charged to the Security Trustee by any other person in respect of or
relating to the obligations of the Issuer or any third party in respect of the
Issuer or the Secured Moneys or the Class A Notes or relating in any way to the
Charged Property. Without limitation, neither the Note Trustee nor the Security
Trustee shall be liable for any such decline or loss directly or indirectly
arising from its acting, or failing to act, as a consequence of an opinion
reached by it.

The Note Trustee shall not be bound to vote under the Security Trust Deed, or
otherwise direct the Security Trustee under the Security Trust Deed or to take
any proceedings, actions or steps under, or any other proceedings pursuant to or
in connection with the Security Trust Deed, the Note Trust Deed, any Class A
Notes, unless directed or requested to do so in writing by Noteholders holding
at least 75% of the aggregate Invested Amount of Class A Notes calculated and
expressed in the A$ Equivalent at the time; and then only if the Note Trustee is
indemnified to its satisfaction against all action, proceedings, claims and
demands to which it may render itself liable and all costs, charges, damages and
expenses which it may incur by so doing.

Only the Security Trustee may enforce the provisions of the Security Trust Deed
and neither the Note Trustee nor any Class A Noteholder is entitled to proceed
directly against the Issuer to enforce the performance of any of the provisions
of the Security Trust Deed and the Class A


                                      166
<PAGE>

Notes (including these Class A Note Conditions) unless otherwise as set out in a
Transaction Document.

The rights, remedies and discretions of the Class A Noteholders under the
Security Trust Deed including all rights to vote or give instructions or consent
can only be exercised by the Note Trustee on behalf of the Class A Noteholders
in accordance with the Security Trust Deed. The Security Trustee may rely on any
instructions or directions given to it by the Note Trustee as being given on
behalf of the Class A Noteholders from time to time and need not enquire whether
the Note Trustee or the Class A Noteholders from time to time have complied with
any requirements under the Note Trust Deed or as to the reasonableness or
otherwise of the Note Trustee. The Security Trustee is not obliged to take any
action, give any consent or waiver or make any determination under the Security
Trust Deed without being directed to do so by the Note Trustee or the Voting
Secured Creditors in accordance with the Security Trust Deed.

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

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

11    REPLACEMENT OF CLASS A OFFERED NOTES

If any Class A Offered Note is lost, stolen, mutilated, defaced or destroyed, it
may be replaced at the specified office of the Principal Paying Agent upon
payment by the claimant of the expenses incurred in connection with that
replacement and on such terms as to evidence and indemnity as the Manager may
reasonably require. Mutilated or defaced Class A Offered Notes must be
surrendered before replacements will be issued.

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

12    NOTICES

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

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

In case, by reason of the suspension of regular mail services as a result of a
strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event to the Class A Offered


                                      167
<PAGE>

Noteholders when such notice is required to be given, then any manner of giving
such notice as the Issuer shall direct the Note Trustee shall be deemed to be a
sufficient giving of such notice.

The Manager shall deliver a quarterly servicing report for each Calculation
Period to each Class A Offered Noteholder on the notice date relating to such
Calculation Period in the method provided in the first paragraph of this
Condition 12.

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

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

13    MEETINGS OF VOTING SECURED CREDITORS AND MEETINGS OF CLASS A NOTEHOLDERS;
      MODIFICATIONS; CONSENTS; WAIVER

The Security Trust Deed contains provisions for convening meetings of the Voting
Secured Creditors to, among other things, enable the Voting Secured Creditors to
direct or consent to the Security Trustee taking or not taking certain actions
under the Security Trust Deed, for example to enable the Voting Secured
Creditors to direct the Security Trustee to enforce the Security Trust Deed.

The Note Trust Deed contains provisions for convening meetings of Class A
Offered Noteholders to consider any matter affecting their interests, including
the directing of the Note Trustee to direct the Security Trustee to enforce the
security under the Security Trust Deed, or the sanctioning by the Extraordinary
Resolution of the Class A Offered Noteholders of a modification of the Class A
Offered Notes (including these Class A Offered Note Conditions) or the
provisions of any of the Transaction Documents, provided that no modification of
certain terms including, among other things, the date of maturity of the Class A
Offered Notes, or a modification which would have the effect of altering the
amount of interest payable in respect of a Class A Offered Note or modification
of the method of calculation of the interest payable or of the date for payment
of interest in respect of any Class A Offered Notes, reducing or cancelling the
amount of principal payable in respect of any Class A Offered Notes or altering
the majority required to pass an Extraordinary Resolution or altering the
currency of payment of any Class A Offered Notes or an alteration of the date or
priority of payment of interest on, or redemption of, the Class A Offered Notes
in the event of a call under Condition 5(i) or 5(j) (any such modification being
referred to below as a "BASIC TERMS MODIFICATION") shall be effective except
that, if the Note Trustee is of the opinion that such a Basic Terms Modification
is being proposed by the Issuer as a result of, or in order to avoid, an Event
of Default, such Basic Terms Modification may be sanctioned by Extraordinary
Resolution of the Class A Offered Noteholders as described below. An
Extraordinary Resolution passed by the Class A Offered Noteholders shall be
binding on all Class A Offered Noteholders. The vote required for an
Extraordinary Resolution shall be a majority consisting of not less than 75% of
the votes capable of being cast by Voting Secured Creditors present in person or
by proxy at a duly convened meeting or a written resolution signed by all of the
Voting Secured Creditors.

The Note Trust Deed permits the Note Trustee, the Manager and the Issuer to,
following the giving of not less than 10 Banking Days' notice to each Designated
Rating Agency, alter, add to or modify, by way of supplementary deed, the Note
Trust Deed (including the meeting and amendment provisions), the Conditions
(subject to the proviso more fully described in clause 35.2 of the Note Trust
Deed or any other terms of that deed or the Conditions to which it refers) or
any Transaction Document so long as that alteration, addition or modification
is:

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


                                      168
<PAGE>

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

o     in the opinion of the Note Trustee appropriate or expedient as a
      consequence of a change to any law or regulation or a change in the
      requirements of any Government Agency (including, but not limited to, an
      alteration, addition or modification which is in the opinion of the Note
      Trustee appropriate or expedient as a consequence of the enactment of a
      law or regulation or an amendment to any law or regulation or ruling by
      the Commissioner or Deputy Commissioner of Taxation or any governmental
      announcement or statement, in any 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 Securitisation Fund); or

o     in the reasonable opinion of the Note Trustee neither prejudicial nor
      likely to be prejudicial to the interests of the Class A Offered
      Noteholders as a whole, and is undertaken in a manner and to the extent,
      permitted by the Transaction Documents.

Where, in the opinion of the Note Trustee, a proposed alteration, addition or
modification to the Note Trust Deed, other than an alteration, addition or
modification referred to above, is prejudicial or likely to be prejudicial to
the interests of Class A Offered Noteholders as a whole or any Class of Class A
Offered Noteholders, the Note Trustee, the Manager and the Issuer may make that
alteration, addition or modification only if sanctioned in writing by holders of
at least 75% of the aggregate Invested Amount of the Class A Offered Notes
calculated and expressed in the A$ Equivalent.

The Note Trustee may also, in accordance with the Note Trust Deed and without
the consent of the Class A Offered Noteholders (but not in contravention of an
Extraordinary Resolution), waive or authorise any breach or proposed breach of
the Class A Offered Notes (including these Class A Offered Note Conditions) or
any Transaction Document or determine that any Event of Default or any
condition, event or act which with the giving of notice and/or lapse of time
and/or the issue of a certificate would constitute an Event of Default shall
not, or shall not subject to specified conditions, be treated as such. Any such
modification, waiver, authorisation or determination shall be binding on the
Class A Offered Noteholders and, if, but only if, the Note Trustee so requires,
any such modification shall be notified to the Class A Offered Noteholders in
accordance with Condition 12 as soon as practicable.

Every amendment to the Note Trust Deed must conform to the requirements of the
TIA as then in effect so long as the Note Trust Deed shall be qualified under
the TIA.

The Manager shall distribute to all Class A Offered Noteholders and the
Designated Rating Agencies a copy of any amendments made under clause 35.1 or
35.2 of the Note Trust Deed in accordance with Condition 12 as soon as
reasonably practicable after the amendment has been made.

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

14    INDEMNIFICATION AND EXONERATION OF THE NOTE TRUSTEE AND THE SECURITY
      TRUSTEE

(a)   The Note Trust Deed and the Security Trust Deed contain provisions for the
      indemnification of the Note Trustee and the Security Trustee and for their
      relief from responsibility, including provisions relieving them from
      taking proceedings to realise the security and to obtain repayment of the
      Class A Offered Notes (in respect of the Note Trustee) and the Class A
      Notes (in respect of the Security Trustee) unless indemnified to their
      satisfaction. Each of the Note Trustee and the Security Trustee is
      entitled to enter into business transactions with the Issuer and/or any
      other party to the Transaction


                                      169
<PAGE>

      Documents without accounting for any profit resulting from such
      transactions. Except in the case of negligence, fraud or wilful default
      (in the case of the Security Trustee) or negligence, fraud, or wilful
      default (in the case of the Note Trustee), neither the Security Trustee
      nor the Note Trustee will be responsible for any loss, expense or
      liability which may be suffered as a result of any assets secured by the
      Security Trust Deed, Charged Property or any deeds or documents of title
      thereto, being uninsured or inadequately insured or being held by or to
      the order of the Mortgage Manager or any of its affiliates or by clearing
      organisations or their operators or by any person on behalf of the Note
      Trustee if prudently chosen in accordance with the Transaction Documents.

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

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

15    LIMITATION OF LIABILITY OF THE ISSUER

(a)   GENERAL

      Clause 26 of the Master Trust Deed applies to the obligations and
      liabilities of the Issuer in relation to the Class A Notes.

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

      (1)   The Issuer enters into the Transaction Documents and issues the
            Notes only in its capacity as trustee of the Securitisation Fund and
            in no other capacity (except where the Transaction Documents provide
            otherwise). Subject to paragraph (3) below, a liability arising
            under or in connection with the Transaction Documents, the Notes or
            the Securitisation Fund is limited to and can be enforced against
            the Issuer only to the extent to which it can be satisfied out of
            the assets and property of the Securitisation Fund and which are
            available to satisfy the right of the Issuer to be exonerated or
            indemnified for the liability. This limitation of the Issuer's
            liability applies despite any other provision of the Transaction
            Documents and extends to all liabilities and obligations of the
            Issuer in any way connected with any representation, warranty,
            conduct, omission, agreement or transaction related to the
            Transaction Documents, the Notes or the Securitisation Fund.

      (2)   Subject to paragraph (3) below, no person (including any Relevant
            Party) may take action against the Issuer in any capacity other than
            as trustee of the Securitisation Fund or seek the appointment of a
            receiver (except under the Security Trust Deed), or a liquidator, an
            administrator or any similar person to the Issuer or prove in any
            liquidation, administration or arrangements of or affecting the
            Issuer except in relation to the Assets of the Securitisation Fund.

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


                                      170
<PAGE>

            obligation or liability of the Issuer to pay amounts from its
            personal funds pursuant to clause 12.1 of the Note Trust Deed.

      (4)   It is acknowledged that the Relevant Parties are responsible under
            the Transaction Documents for performing a variety of obligations
            relating to the Securitisation Fund. No act or omission of the
            Issuer (including any related failure to satisfy its obligations
            under the Transaction Documents or the Notes) will be considered
            fraud, negligence or wilful default of the Issuer for the purpose of
            paragraph (3) of this Condition 15 to the extent to which the act or
            omission was caused or contributed to by any failure by any Relevant
            Party or any person who has been delegated or appointed by the
            Issuer in accordance with the Transaction Documents to fulfil its
            obligations relating to the Securitisation Fund or by any other act
            or omission of a Relevant Party or any such person.

      (5)   No attorney, agent, delegate, receiver or receiver and manager
            appointed in accordance with this deed or any other Transaction
            Documents has authority to act on behalf of the Issuer in a way
            which exposes the Issuer to any personal liability and no act or
            omission of any such person will be considered fraud, negligence or
            wilful default of the Issuer for the purpose of paragraph (3).

      (6)   The Issuer is not obliged to do or refrain from doing anything under
            the Transaction Documents (including incur any liability) unless the
            Issuer's liability is limited in the same manner as set out in
            paragraphs (1) to (3).

      (7)   In this Condition 15 "RELEVANT PARTIES" means each party to a
            Transaction Document other than the Issuer.

      (8)   The expression "WILFUL DEFAULT" as used in this Condition 15 is
            defined in clause 26.5 of the Security Trust Deed.

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

16    GOVERNING LAW

The Class A Notes and the Relevant Documents are governed by, and shall be
construed in accordance with, the laws of New South Wales, Australia. The
administration of the Note Trust created under the Note Trust Deed, including
the exercise of the Note Trustee's powers under clause 13 of the Note Trust
Deed, is governed by the law of New York. In the event of any inconsistency
between the operation of the law of New South Wales, Australia and the law of
New York in respect of the application of those powers, the law of New York will
prevail to the extent of the inconsistency.

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

17    SUMMARY OF PROVISIONS RELATING TO THE CLASS A NOTES WHILE IN BOOK-ENTRY
      FORM

Each Class A[ ] Note will be represented by typewritten book-entry notes,
without coupons, in the principal amount of (EURO)[#], initially represented by
a temporary global note (the "TEMPORARY CLASS A[ ] GLOBAL NOTES"). The Temporary
Class A[ ] Global Notes will be registered in the name of The Bank of New York
Depositary (Nominees) Limited and deposited with the Common Depository in
respect of the Class A[ ] Notes on or about the Closing Date. The Temporary
Class A[ ] Global Notes will be exchangeable 40 days after the later of the
first Bond Issue Date and the date on which the relevant Class A[ ] Notes are
first offered to persons other than distributors in reliance on Regulation S of
the Securities Act for a permanent global note in registered form (the
"PERMANENT CLASS A[ ] GLOBAL NOTES" and together with the Temporary


                                      171
<PAGE>

Class A[ ] Global Notes, the "CLASS A[ ] BOOK-ENTRY NOTES") in an equivalent
principal amount to the relevant Temporary Class A[ ] Global Note. Upon deposit
of the Class A[ ] Book-Entry Notes with the Common Depository, the Common
Depository will credit each investor in the Class A[ ] Notes with a principal
amount of Class A[ ] Notes for which it has subscribed and paid. The Class A[ ]
Book-Entry Notes will be deposited with the Common Depository on or about the
Closing Date.

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

(a)   PAYMENTS

      Interest and principal on each Class A[ ] Book-Entry Note will be payable
      by the Principal Paying Agent to the Common Depositary provided that no
      payment of interest may be made by the Issuer or any Paying Agent in the
      Commonwealth of Australia or their possessions or into a bank account or
      to an address in the Commonwealth of Australia or their possessions.

      Each of the persons appearing from time to time as the beneficial owner of
      a Class A[ ] Note will be entitled to receive any payment so made in
      respect of that Class A[ ] Note in accordance with the respective rules
      and procedures of Euroclear or Clearstream, Luxembourg (in respect of the
      Class A[ ] Notes). Such persons will have no claim directly against the
      Issuer in respect of payments due on the Class A[ ] Notes which must be
      made by the holder of the relevant Class A[ ] Book-Entry Note, for so long
      as such Class A[ ] Book-Entry Note is outstanding.

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

(b)   EXCHANGE

      The Class A[ ] Book-Entry Notes will be exchangeable for Class A[ ]
      Definitive Notes only if:

      (1)   that Class A[ ] Book-Entry Note being a Permanent Class A[ ] Global
            Note becomes immediately due and repayable by reason of the
            occurrence of an Event of Default:

      (2)   either Euroclear or Clearstream, Luxembourg is closed for business
            for a continuous period of 14 days (other than by reason of holiday,
            statutory or otherwise) or announces an intention permanently to
            cease business; or

      (3)   as the result of any amendment to, or change in, the laws or
            regulations of any jurisdiction or any body politic, or government
            in any jurisdiction, or any minister, department, office,
            commission, instrumentality, agency, board, authority or
            organisation of any government or any corporation owned or
            controlled by any government having power to tax or in the
            interpretation by a revenue authority or a court of, or in the
            administration of, laws or regulations


                                      172
<PAGE>

            relating to taxation which becomes effective on or after the first
            Bond Issue Date, the Issuer or any Paying Agent is or will be
            required to make any deduction or withholding from any payment in
            respect of any of the relevant Class A[ ] Notes which would not be
            required were those Class A[ ] Notes in definitive form,

      then the Issuer (with the assistance of the Manager) shall (but subject to
      Clause 3.4(c) of the Note Trust Deed), within 30 days of becoming aware of
      the occurrence of the relevant event, but not prior to 40 days after the
      Bond Issue Date issue Class A[ ] Definitive Notes in exchange for the
      whole of the outstanding interest in that Class A[ ] Book-Entry Note being
      a Permanent Class A[ ] Global Note in respect of Class A[ ] Notes.

      Class A[ ] Noteowner has the meaning given to it in the Note Trust Deed.

(c)   NOTICES

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

      So long as the Class A[ ] Notes are listed on the Irish Stock Exchange and
      the rules of the Irish Stock Exchange so require the Manager will inform
      the Irish Stock Exchange if the ratings assigned to the Class A[ ] Notes
      as of the Closing Date are, at any time, downgraded or withdrawn.

(d)   CANCELLATION

      The Note Registrar shall ensure that all Class A[ ] Notes:

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

      (2)   in the case of any Class A[ ] Definitive Note, which, being
            mutilated or defaced, have been surrendered and replaced under
            Condition 11,

      shall be cancelled by or on behalf of the Issuer and will execute a
      certificate and deliver same to the Note Trustee stating:

      (1)   the aggregate Outstanding Principal Balance of Class A[ ] Notes
            which have been redeemed; and

      (3)   the serial numbers of such Class A[ ] Notes in definitive form
            (where applicable).


                                      173
<PAGE>

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

SCHEDULE 5 - FORM OF CLASS A[ ] DEFINITIVE NOTES


THIS OBLIGATION HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN CONTRAVENTION OF THAT
ACT.

THIS CLASS A[ ] NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE CLASS A[ ] NOTES MAY NOT BE OFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES, OR FOR THE ACCOUNT OR
BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT)
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE
UNITED STATES.

THIS CLASS A[ ] DEFINITIVE NOTE IS A GLOBAL BOND FOR THE PURPOSE OF SECTION
128F(10) OF THE INCOME TAX ASSESSMENT ACT 1936 OF THE COMMONWEALTH OF AUSTRALIA





REGISTERED                                     ISIN No..........................

                                               Common Code......................



                                Perpetual Limited

                              (ABN 86 000 431 827)

           (a limited liability company incorporated under the law of

                           New South Wales, Australia)

                        in its capacity as trustee of the

                            SMHL Global Fund No. [ ]

                                    (euro)[#]

              Class A[ ] Mortgage Backed Floating Rate Notes Due on

                         the Payment Date falling in [#]

This Class A[ ] Definitive Note in respect of a duly authorised issue of Notes
of Perpetual Limited in its capacity as trustee of the SMHL Global Fund No. [ ]
(the "SECURITISATION FUND") (the "ISSUER"), designated as specified in the title
above (the "NOTES"), in an initial aggregate principal amount of

                                 ** (euro)[#] **

and (a) constituted by a Master Trust Deed (the "MASTER TRUST DEED") dated 4
July 1994 between the Issuer as trustee, and ME Portfolio Management Limited
(the "MANAGER") as amended and restated from time to time, by a Supplementary
Bond Terms Notice (the


                                      174
<PAGE>

"SUPPLEMENTARY BOND TERMS NOTICE") dated [#] executed by the Issuer, the
Security Trustee (as defined herein), The Bank of New York (the note trustee for
the time being referred to as the "NOTE TRUSTEE") as trustee for the holders for
the time being of the Class A Offered Notes (the "CLASS A OFFERED NOTEHOLDERS")
and the Manager, and by the Conditions; (b) issued subject to a Note Trust Deed
dated [#] (the "NOTE TRUST DEED") between (among others) the Issuer, the
Manager, AIB/BNY Fund Management (Ireland) Limited (the "IRISH PAYING AGENT")
and the Note Trustee; and (c) secured by a Security Trust Deed (the "SECURITY
TRUST DEED") dated [#] between the Issuer, the Manager, the Note Trustee and
Perpetual Trustee Company Limited (ABN 42 000 001 007) (the "SECURITY TRUSTEE",
which expression shall include its successor for the time being as security
trustee under the Security Trust Deed). References to the Conditions (or to any
particular numbered Condition) shall be to the Terms and Conditions of the Class
A[ ] Notes set out in Schedule 5 to the Note Trust Deed. 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.

The Issuer, in its capacity as trustee of the Securitisation Fund, subject to
this Class A[ ] Note and subject to and in accordance with the Conditions and
the Note Trust Deed promises to pay to the registered holder of this Class A[ ]
Definitive Note on the Payment Date (as defined in Condition 4) endorsed on this
Class A[ ] Definitive Note falling in [*] (or on such earlier date(s) as the
Invested Amount of this Class A[ ] Definitive Note (as defined in Condition
5(a)) (or any part of it) may become repayable in accordance with the
Conditions, the principal sum of:


                   (euro)100,000 (One Hundred Thousand Euros)


or such part of that amount as may be repayable on such date(s) in accordance
with the Conditions, the Supplementary Bond Terms Notice, the Master Trust Deed
and the Note Trust Deed, together with interest on the Invested Amount (as
defined in Condition 5(a)) and payable in arrear on each Payment Date and such
other amounts (if any) as may be payable, all subject to and in accordance with
the Conditions and the provisions of the Supplementary Bond Terms Notice, the
Master Trust Deed and the Note Trust Deed.

This Class A[ ] Definitive Note shall not become valid for any purpose unless
and until the attached Certificate of Authentication has been signed by any
signatory of the Bank of New York as Principal Paying Agent.

This Class A[ ] Definitive Note is not a document of title. Title shall be
determined by entry in the Register and only the duly registered holder from
time to time is entitled to payments in respect of this Class A[ ] Definitive
Note.

Terms used in this Class A[ ] Definitive Note and not otherwise defined in it
have the same meaning as in the Supplementary Bond Terms Notice.

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

PERPETUAL LIMITED in its capacity as trustee of the SMHL Global Fund No. [ ]

By:       --------------------------------------

         Authorised Signatory



Date:    --------------------------------------


                                      175
<PAGE>

IMPORTANT NOTICE:

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

(a)   The Class A[ ] Notes do not represent deposits or other liabilities of
      Perpetual Limited, ABN 86 000 431 827, or associates of Perpetual Limited.

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

(e)   None of Perpetual Limited, any associate of Perpetual Limited, the
      Security Trustee, the Note Trustee, the Note Registrar, the Calculation
      Agent or the Paying Agents in any way stands behind the capital value
      and/or performance of the Class A[ ] Notes or the assets of the
      Securitisation Fund except in the case of Perpetual Limited only to the
      limited extent provided in the Transaction Documents for the
      Securitisation Fund.

(f)   None of Perpetual Limited, the Manager, the Security Trustee, the Note
      Trustee, the Note Registrar, the Calculation Agent, the Paying Agents, the
      Euro Currency Swap Provider or, the US Currency Swap Provider (as defined
      in the Supplementary Bond Terms Notice) guarantees the payment of interest
      or the repayment of principal due on the Class A[ ] Notes.

(g)   None of the obligations of the Issuer or the Manager are guaranteed in any
      way by any associate either of them.

(h)   Without limiting the Conditions, the Issuer's liability to make payments
      in respect of the Class A[ ] Notes is limited to its right of indemnity
      from the assets of the Securitisation Fund from time to time available to
      make such payments under the Master Trust Deed and Supplementary Bond
      Terms Notice. All claims against the Issuer in relation to the Class A[ ]
      Notes can be enforced against the Issuer only to the extent to which it
      can be satisfied out of the assets of the Securitisation Fund 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 (as defined
      in the Master Trust Deed) on the part of the Issuer.

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

                          CERTIFICATE OF AUTHENTICATION

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

THE BANK OF NEW YORK as Principal Paying Agent by:


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


                                      176
<PAGE>

                             PRINCIPAL PAYING AGENT


                              THE BANK OF NEW YORK
                                   48th Floor
                                 1 Canada Square
                                 London, E14 5AL
                                 United Kingdom


and/or such other Principal Paying Agent and/or other or further Paying Agents
outside the United States (subject to Condition 6(b)) and the Commonwealth of
Australia and/or specified offices outside the United States (subject to
Condition 6(b)) and the Commonwealth of Australia as may from time to time be
duly appointed by the Issuer with the approval of the Note Trustee and notice of
which has been given to the Class A[ ] Noteholders.


                               IRISH PAYING AGENT


                    AIB/BNY FUND MANAGEMENT (IRELAND) LIMITED
                                   Guild House
                                  Guild Street
                                    Dublin 1
                               Republic of Ireland


and/or such other Irish Paying Agent that may from time to time be duly
appointed by the Issuer with the approval of the Note Trustee and notice of
which has been given to the Class A[ ] Noteholders.


                                      177