<PAGE>

                                                                     EXHIBIT 4.4

                                                                 Note Trust Deed

                                         Perpetual Trustees Consolidated Limited
                                                                       (Trustee)

                                                      Crusade Management Limited
                                                                       (Manager)

                                            Deutsche Bank Trust Company Americas
                                                                  (Note Trustee)

                                            Deutsche Bank Trust Company Americas
                                                        (Principal Paying Agent)

                                            Deutsche Bank Trust Company Americas
                                                             (Calculation Agent)

                                                                    P.T. Limited
                                                              (Security Trustee)
                                                          Allens Arthur Robinson
                                                               The Chifley Tower
                                                                2 Chifley Square
                                                               Sydney  NSW  2000
                                                                       Australia
                                                            Tel  61  2 9230 4000
                                                            Fax  61  2 9230 5333

                                       (C) Copyright Allens Arthur Robinson 2004

<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
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Cross Reference Table(1)

Trust Indenture Act Section         Clause

310   (a)(1)                        23.6
      (a)(2)                        23.1(d)
      (a)(3)                        23.6
      (a)(4)                        22.2(b)
      (a)(5)                        NA2
      (b)                           23.6
      (c)                           23.6, 23.1
                                    NA

311   (a)                           13.1
      (b)                           13.1
      (c)                           NA

312   (a)                           35.1, 35.2(a)
      (b)                           35.2(b)
      (c)                           35.2(c)

313   (a)                           35.3
      (b)(1)                        35.3
      (b)(2)                        NA
      (c)                           35.4
      (d)                           35.3

314   (a)(1)                        35.5
      (a)(2)                        35.5
      (a)(3)                        35.5
      (a)(4)                        11.1(j)
      (b)                           11.1(k)
      (c)                           36.1(a)
      (d)                           36.1(b)
      (e)                           36.1(c)
      (f)                           36.1(a)

315   (a)                           13.2(b)
      (b)                           13.4
      (c)                           13.2(a)
      (d)                           13.2(c), (d)
      (e)                           36.2

316   (a)(1)                        36.3
      (a)(2)                        NA
      (b)                           36.4

317   (a)(1)                        6.1


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Note Trust Deed                                            Allen Allen & Hemsley
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      (a)(2)                        NA
      (b)                           2.5

318   (a)                           36.5

Notes:

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

2.    NA means not applicable.


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Note Trust Deed                                           Allens Arthur Robinson
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Table of Contents

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

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

3.    Form of, Issue of and Duties and Taxes on, Notes                         9
      3.1   Issue of Book-Entry Notes                                          9
      3.2   Form of Book-Entry Notes                                           9
      3.3   Definitive Notes                                                  11
      3.4   Stamp and Other Taxes                                             11
      3.5   Indemnity for non-issue                                           12
      3.6   Note Register and Note Registrar                                  12

4.    Covenant of Compliance                                                  13

5.    Cancellation of Class A-1 Notes                                         13
      5.1   Cancellation                                                      13
      5.2   Records                                                           13

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

7.    Proceedings                                                             15


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      7.1   Acting only on direction                                          15
      7.2   Security Trustee acting                                           15
      7.3   Note Trustee alone entitled to act                                16
      7.4   Available amounts                                                 16
      7.5   No obligation to ensure compliance                                16
      7.6   Conflict of interests                                             17

8.    Notice of Payment                                                       17

9.    Investment by and Compensation of Note Trustee                          17
      9.1   Investment by the Note Trustee                                    17
      9.2   Compensation                                                      17

10.   Partial Payments                                                        17

11.   Covenants by the Trustee and Manager                                    18

12.   Remuneration of Note Trustee                                            20
      12.1  Fee                                                               20
      12.2  Additional Remuneration                                           20
      12.3  Costs, expenses                                                   21
      12.4  Overdue rate                                                      21
      12.5  Continuing obligation                                             21

13.   Note Trustee                                                            21
      13.1  Preferential Collection of Claims Against Trustee                 21
      13.2  Duties of Note Trustee                                            22
      13.3  Obligations of Note Trustee                                       22
      13.4  Notice of Defaults                                                22
      13.5  Rights of Note Trustee                                            23

14.   Note Trustee's Liability                                                29

15.   Delegation by Note Trustee                                              29

16.   Employment of Agent by Note Trustee                                     30

17.   Note Trustee Contracting with Trustee                                   30

18.   Waiver                                                                  31

19.   Amendment                                                               31
      19.1  Approval                                                          32
      19.2  Resolution of Class A-1 Noteholders                               32
      19.3  Distribution of amendments                                        32
      19.4  Amendments binding                                                32
      19.5  Conformity with TIA                                               32

20.   Class A-1 Noteholders                                                   33
      20.1  Absolute Owner                                                    33
      20.2  Clearing Agency Certificate                                       34

21.   Currency Indemnity                                                      34

22.   New Note Trustees                                                       35


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                                                                       Page (ii)
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Note Trust Deed                                           Allens Arthur Robinson
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      22.1  Appointment by Trustee                                            35
      22.2  Appointment by Note Trustee                                       35
      22.3  Notice                                                            36

23.   Note Trustee's Retirement and Removal                                   36
      23.1  Removal by Trustee                                                36
      23.2  Removal by Class A-1 Noteholders                                  36
      23.3  Resignation                                                       36
      23.4  Rating Agencies approval                                          37
      23.5  Trust Corporation                                                 37
      23.6  Successor to Note Trustee                                         37
      23.7  Eligibility; Disqualification                                     38

24.   Note Trustee's Powers Additional                                        38

25.   Severability of Provisions                                              38

26.   Notices                                                                 38
      26.1  General                                                           38
      26.2  Details                                                           39

27.   Governing Law and Jurisdiction                                          40

28.   Counterparts                                                            40

29.   Limited Recourse                                                        40
      29.1  General                                                           40
      29.2  Liability of Trustee limited to its right to indemnity            40
      29.3  Unrestricted remedies                                             41
      29.4  Restricted remedies                                               42

30.   Successor Trustee                                                       42

31.   Reimbursement for the Cost of Independent Advice                        42

32.   No Liability                                                            42

33.   Information Memorandum                                                  43

34.   Note Trustee's Limited Liability                                        43
      34.1  Reliance on certificate                                           43
      34.2  Note Trustee's reliance on Manager, Security Trustee,
            Trustee or Servicer                                               43
      34.3  Compliance with laws                                              44
      34.4  Reliance on experts                                               44
      34.5  Oversights of others                                              44
      34.6  Powers, authorities and discretions                               44
      34.7  Impossibility or impracticability                                 45
      34.8  Legal and other proceedings                                       45
      34.9  No liability except for negligence etc.                           45
      34.10 Further limitations on Note Trustee's liability                   46
      34.11 Conflicts                                                         47
      34.12 Information                                                       47
      34.13 Investigation by Note Trustee                                     48


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                                                                      Page (iii)
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Note Trust Deed                                           Allens Arthur Robinson
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35.   Noteholders' Lists and Reports                                          48
      35.1  Provision of information                                          48
      35.2  Preservation of Information; Communications to Noteholders        48
      35.3  Reports by Note Trustee                                           48
      35.4  Notices to Class A-1 Noteholders; Waiver                          49
      35.5  Reports by Trustee                                                49

36.   Trust Indenture Act - Miscellaneous                                     50
      36.1  Compliance Certificates and Opinions, etc                         50
      36.2  Undertaking for Costs                                             51
      36.3  Exclusion of section 316                                          52
      36.4  Unconditional Rights of Class A-1 Noteholders to Receive
            Principal and Interest                                            52
      36.5  Conflict with Trust Indenture Act                                 52

37.   Consent of Class A-1 Noteholders                                        52
      37.1  General                                                           52
      37.2  Special Written Approvals                                         52
      37.3  Requirement for writing                                           54

Schedule 1                                                                    58
      Form Book-Entry Note                                                    58
      Assignment                                                              62

Schedule 2                                                                    63
      Information to be contained in Noteholder's Report                      63

Schedule 3                                                                    64
      Terms and Conditions of the Class A-1 Notes                             64


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                                                                       Page (iv)
<PAGE>

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

Date                          2004 (New York Time)
---------

Parties
---------

      1.    Perpetual Trustees Consolidated Limited (ABN 81 004 029 841)
            incorporated in Australia and registered in Victoria of Level 7, 9
            Castlereagh Street, Sydney, New South Wales 2000 in its capacity as
            trustee of the Crusade Global Trust No. 1 of 2004 (the Trustee);

      2.    Crusade Management Limited (ABN 90 072 715 916) incorporated in
            Australia and registered in New South Wales of 4-16 Montgomery
            Street, Kogarah, New South Wales 2217 as Manager of the Crusade
            Global Trust No. 1 of 2004 (the Manager);

      3.    Deutsche Bank Trust Company Americas acting through its office at
            1761 East St. Andrew Place, Santa Ana, California 92705-4934 (the
            Note Trustee), which expression shall, wherever the context
            requires, include any other person or company for the time being a
            trustee under this deed or trustees of this deed;

      4.    Deutsche Bank Trust Company Americas acting through its office at
            1761 East St. Andrew Place, Santa Ana, California 92705-4934 (the
            Principal Paying Agent), which expression shall wherever the context
            requires, include any successor principal paying agent from time to
            time appointed under the Agency Agreement;

      5.    Deutsche Bank Trust Company Americas acting through its office at
            1761 East St. Andrew Place, Santa Ana, California 92705-4934 (the
            Calculation Agent), which expression shall wherever the context
            requires, include any successor calculation agent from time to time
            appointed under the Agency Agreement;

      6.    P.T. Limited (ABN 67 004 454 666) incorporated in Australia and
            registered in Victoria of Level 7, 9 Castlereagh Street, Sydney, NSW
            2000 in its capacity as security trustee (the Security Trustee)

Recitals
---------

      A     The Trustee has resolved at the direction of the Manager to issue
            US$1,000,000,000 of mortgage backed pass through floating rate notes
            comprising US$1,000,000,000 Class A-1 Notes due January 2035 (the
            Class A-1 Notes), A$[532,300,000] of mortgage backed pass through
            floating rate notes comprising A$[500,000,000] Class A-2 Notes due
            January 2035, A$[28,000,000] Class B Notes due January 2035 and
            A$[4,300,000] Class C Notes due January 2035 (together those A$
            denominated Notes being the A$ Notes). The Class A-1 Notes are to be
            constituted and secured in


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Note Trust Deed                                           Allens Arthur Robinson
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            the manner provided in this deed and the other Transaction
            Documents.

      B     The Note Trustee has agreed to act as trustee for the Class A-1
            Noteholders under this deed.

It is agreed as follows.

1.    Definitions and Interpretation

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

1.1   Definitions and Interpretation

      The following definitions apply unless the context requires otherwise.

      Class A-1 Note Owner means, with respect to a Book-Entry Note, the person
      who is the beneficial owner of such Book-Entry Note, as reflected on the
      books of the Clearing Agency, or on the books of the person maintaining an
      account with such Clearing Agency (directly as Clearing Agency Participant
      or as an indirect participant) in each case in accordance with the rules
      of such Clearing Agency.

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

      Corporate Trust Office means the 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 1761 East St. Andrew Place,
      Santa Ana, California 92705-4934 or at such other address as the Note
      Trustee may designate by notice to the Manager, the Class A-1 Noteholders
      and the Trustee or the principal corporate trust office of any successor
      Note Trustee.

      Event of Default means, in respect of a Class A-1 Note, any of the events
      described in Condition 9.

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

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

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

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

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

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

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


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Note Trust Deed                                           Allens Arthur Robinson
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      Note Depository Agreement means the agreement among the Trustee, the
      Principal Paying Agent and The Depository Trust Company, as the initial
      Clearing Agency, dated as of the Closing Date, relating to the Class A-1
      Notes, as the same may be amended or supplemented from time to time.

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

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

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

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

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

      (b)   as may, with the prior written approval of, and on terms previously
            approved in writing by, the Note Trustee (that approval not to be
            unreasonably withheld or delayed) from time to time be appointed by
            the Trustee in relation to the Class A-1 Notes,

      in each case (except in the case of the initial Principal Paying Agent)
      where notice of the appointment has been given to the Class A-1
      Noteholders under this deed and in accordance with Condition 12.

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

      Supplementary Terms Notice means the Supplementary Terms Notice dated on
      or about the date of this deed between the Trustee, the Manager, the Note
      Trustee, the Security Trustee, St.George Bank Limited and the Custodian.

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

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

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

1.2   Definitions in Master Trust Deed, Supplementary Terms Notice and
      Conditions

      (a)   Words and expressions which are defined in the Master Trust Deed (as
            amended by the Supplementary Terms Notice), the Supplementary Terms
            Notice and the Conditions (including


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

            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 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
            Class A-1 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-1 Notes.

      indenture security holder means a Class A-1 Noteholder.

      indenture to be qualified means the Note Trust Deed.

      indenture trustee or institutional trustee means the Note Trustee.

      obligor on the indenture securities means the Trustee.

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

1.4   Interpretation

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

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

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

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

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

1.5   Determination, statement and certificate sufficient evidence

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


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Note Trust Deed                                           Allens Arthur Robinson
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1.6   Document or agreement

      A reference to:

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

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

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

1.7   Transaction Document

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

1.8   Trustee as trustee

      In this deed, except where provided to the contrary:

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

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

1.9   Knowledge of Trustee

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

1.10  Knowledge of the Note Trustee

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

1.11  Appointment of the Note Trustee

      The Note Trustee:

      (a)   is appointed to act as trustee on behalf of the Class A-1
            Noteholders on the terms and conditions of this deed; and

      (b)   acknowledges and declares that it:

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

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


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Note Trust Deed                                           Allens Arthur Robinson
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      in each case, on trust for each Class A-1 Noteholder, in accordance with
      the terms and conditions of this deed.

1.12  Obligations of the Trustee

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

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

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

1.13  Opinion of Counsel

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

2.    Payments on Notes

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

2.1   Principal amount

      The aggregate principal amount of the Class A-1 Notes is limited to
      US$1,000,000,000.

2.2   Covenant to repay

      (a)   The Trustee covenants with the Note Trustee that the Trustee will,
            in accordance with the terms of any Class A-1 Notes (including the
            Conditions) and the Transaction Documents (and subject to the terms
            of the Transaction Documents and the Conditions, including clause 29
            of this deed and Condition 6) at the direction of the Manager on:

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

            (ii)  each earlier date as those Class A-1 Notes, or any of them,
                  may become repayable (whether in full or in part),

            pay or procure to be paid unconditionally in accordance with this
            deed to or to the order of the Note Trustee in US$ for immediate
            value the principal amount of those Class A-1 Notes repayable, or in
            the case of a partial payment of those Class A-1 Notes, the
            principal amount payable, subject to and in accordance with the
            terms of those Class A-1 Notes (including the Conditions).


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      (b)   Subject to clause 2.3 and to the terms of the Class A-1 Notes
            (including the Conditions and in particular Condition 6) and the
            Transaction Documents (including clause 29 of this deed), until any
            payment as well after as before any judgment or other order of a
            court of competent jurisdiction the Trustee shall, at the direction
            of the Manager, pay or procure to be paid unconditionally in
            accordance with this deed to or to the order of the Note Trustee:

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

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

      (c)   The Note Trustee shall hold the benefit of the covenant in this
            clause 2.2, and all other rights of the Class A-1 Noteholders under
            the Class A-1 Notes, on trust for the benefit of the Class A-1
            Noteholders.

2.3   Deemed payment

      Any payment of principal or interest in respect of any Class A-1 Notes to
      or to the account of the Principal Paying Agent in the manner provided in
      clause 3 of the Agency Agreement shall satisfy the covenant in relation to
      those Class A-1 Notes by the Trustee in this clause 2 to the extent of
      that payment, except to the extent that the Principal Paying Agent
      subsequently fails to pay that amount under those Class A-1 Notes in
      accordance with the terms of those Class A-1 Notes (including the
      Conditions).

2.4   Following Event of Default

      (a)   At any time after an Event of Default in respect of the Class A-1
            Notes has occurred, or at any time after Definitive Notes have not
            been issued when so required in accordance with the Conditions, the
            Note Trustee may:

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

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

                        (2)   hold all Definitive Notes and all amounts,
                              documents and records held by them in respect of
                              the Class A-1 Notes on behalf of the Note Trustee;
                              or


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                  (B)   to deliver up all Definitive Notes and all amounts,
                        documents and records held by them in respect of the
                        Class A-1 Notes to the Note Trustee or as the Note
                        Trustee shall direct in that notice, other than any
                        documents or records which the relevant Paying Agent or
                        Calculation Agent is obliged not to release by any law
                        or regulation; or

            (ii)  by notice in writing to the Trustee require it to make all
                  subsequent payments in respect of the Class A-1 Notes to the
                  order of the Note Trustee and not to the Principal Paying
                  Agent and, with effect from the issue of that notice to the
                  Trustee and until that notice is withdrawn, clause 2.3 shall
                  not apply.

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

      (c)   The Trustee shall not be liable for any act or omission or default
            of the Note Trustee during the period it is required to make
            payments in respect of the Class A-1 Notes to the Note Trustee under
            paragraph (a).

2.5   Requirements of Paying Agent

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

      (a)   hold in trust for the Note Trustee and the Class A-1 Noteholders all
            sums held by that Paying Agent for the payment of principal and
            interest with respect to the Class A-1 Notes until all relevant sums
            are paid to the Note Trustee or the Class A-1 Noteholders or
            otherwise disposed of as provided in this deed; and

      (b)   immediately notify by facsimile the Note Trustee, the Trustee, the
            Security Trustee and the Manager if the full amount of any payment
            of principal or interest required to be made by the Supplementary
            Terms Notice and the relevant Conditions in respect of the Class A-1
            Notes is not unconditionally received by it or to its order in
            accordance with the Agency Agreement.

2.6   Certification

      For the purposes of any redemption of Class A-1 Notes under Condition 5
      the Note Trustee may rely upon an Officer's Certificate from the Manager
      on behalf of the Trustee certifying or stating, the opinion of each person
      signing that Officer's Certificate as to the following matters:

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

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

      (c)   that the Trustee will be in a position to discharge all its
            liabilities in respect of the relevant Class A-1 Notes and any
            amounts required under the Security Trust Deed to be paid in
            priority to or pari passu with those Class A-1 Notes,


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      and that Officer's Certificate shall be conclusive and binding on the
      Trustee, the Note Trustee and the holders of those Class A-1 Notes.

2.7   Determinations

      If the Manager does not at any time for any reason determine a Principal
      Payment, the Bond Factor, the Invested Amount or the Stated Amount
      applicable to any Class A-1 Notes in accordance with Condition 5(a) or
      5(h), the Principal Payment, the Bond Factor, Invested Amount and the
      Stated Amount may be determined by the Calculation Agent (or, failing the
      Calculation Agent, the Note Trustee) in accordance with Condition 5(a) or
      5(h) (but based on the information in its possession) and each such
      determination or calculation shall be deemed to have been made by the
      Manager, and the Note Trustee and the Calculation Agent shall have no
      liability in respect thereof other than as a result of the fraud,
      negligence, default or breach of trust of the Note Trustee or the
      Calculation Agent (as the case may be).

3.    Form of, Issue of and Duties and Taxes on, Notes

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

3.1   Issue of Book-Entry Notes

      (a)   The Class A-1 Notes shall, on issue be represented by Book-Entry
            Notes.

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

3.2   Form of Book-Entry Notes

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

      (b)   The procedures relating to the exchange, authentication, delivery,
            surrender, cancellation, presentation, marking up or down of any of
            the Book-Entry Note (or part of the Book-Entry Note and any other
            matters to be carried out by the relevant parties upon exchange (in
            whole or part) of any Class A-1 Note shall be made in accordance
            with the provisions of the relevant terms of the Book-Entry Notes
            and the normal practice of the Common Depository, the Principal
            Paying Agent and the rules and procedures of the Clearing Agency
            from time to time.

      (c)   The Book-Entry Notes shall be in an aggregate principal amount of
            US$1,000,000,000 for the Class A-1 Notes.

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


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      (e)   The Class A-1 Notes upon original issue will be issued in the form
            of typewritten Notes representing the Book-Entry Notes. The Manager
            on behalf of the Trustee shall, on the date of this deed, deliver or
            arrange the delivery on its behalf to the Principal Paying Agent, as
            agent for the Clearing Agency, of the Book-Entry Notes. The
            Book-Entry Notes shall initially be registered on the Note Register
            in the name of the Common Depository as nominee of the Clearing
            Agency, and no Class A-1 Note Owner will receive a Definitive Note
            representing such Class A-1 Note Owner's interest in such Note,
            except as provided in clause 3.3.

      (f)   Whenever a notice or other communication to the Class A-1
            Noteholders is required under this deed, unless and until Definitive
            Notes shall have been issued to Class A-1 Note Owners pursuant to
            clause 3.3, the Note Trustee shall give all such notices and
            communications specified herein to be given to Class A-1 Noteholders
            to the Clearing Agency, and shall have no obligation to the Class
            A-1 Note Owners.

      (g)   Unless and until the Definitive Notes have been issued to a Class
            A-1 Note Owner pursuant to clause 3.3:

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

            (ii)  the Note Registrar, the Trustee, the Manager, each Paying
                  Agent and the Note Trustee shall be entitled to deal with the
                  Clearing Agency for all purposes of this deed (including the
                  payment of principal of and interest on the Class A-1 Notes
                  and the giving of instructions or directions hereunder) as the
                  sole holder of the Class A-1 Notes, and shall have no
                  obligation to any Class A-1 Note Owners;

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

            (iv)  the rights of Class A-1 Note Owners shall be exercised only
                  through the Clearing Agency and shall be limited to those
                  established by law and agreements between such Class A-1 Note
                  Owners and the Clearing Agency and/or the Clearing Agency
                  Participants. Pursuant to the Note Depository Agreement,
                  unless and until Definitive Notes are issued pursuant to
                  clause 3.3, the initial Clearing Agency will make book-entry
                  transfers among the Clearing Agency Participants and receive
                  and transmit payments of principal and interest on the Class
                  A-1 Notes to such Clearing Agency Participants; and

            (v)   whenever this deed requires or permits actions to be taken
                  based upon instructions or directions of Class A-1 Note Owners
                  evidencing a specific percentage of all Invested Amounts of
                  all Class A-1 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-1 Note
                  Owners and/or Clearing Agency Participants owning or
                  representing, respectively, such required percentage of the
                  beneficial interest in the Class A-1 Notes and has delivered
                  such instructions to the Principal Paying Agent.

3.3   Definitive Notes

      If:


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                                                                         Page 10
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      (a)   the Principal Paying Agent advises the Manager in writing that the
            Clearing Agency is no longer willing or able properly to discharge
            its responsibilities with respect to the Class A-1 Notes or the
            Clearing Agency or its successor and the Manager is unable to locate
            a qualified successor;

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

      (c)   after the occurrence of an Event of Default, the Note Trustee shall,
            at the direction of Class A-1 Note Owners representing beneficial
            interests aggregating to at least a majority of the aggregate
            Invested Amount of the Class A-1 Notes advise both the Principal
            Paying Agent and the Trustee in writing that the continuation of a
            book-entry system through the Clearing Agency is no longer in the
            best interests of the Class A-1 Note Owners,

      then the Principal Paying Agent shall notify all of the appropriate Class
      A-1 Note Owners and the Trustee of the occurrence of any such event and of
      the availability of Definitive Notes to such Class A-1 Note Owners
      requesting the same. Upon the surrender of the Book-Entry Notes to the
      Trustee by the Clearing Agency, and the delivery by the Clearing Agency of
      the relevant registration instructions to the Trustee, the Trustee (with
      the assistance of the Manager) shall execute and procure the Principal
      Paying Agent to authenticate the Definitive Notes in accordance with the
      instructions of the Clearing Agency.

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

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

3.4   Stamp and Other Taxes

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

      (a)   the execution of the Transaction Documents;

      (b)   the constitution and original issue and delivery of the Class A-1
            Notes;

      (c)   any action taken by the Note Trustee or (where permitted under this
            deed so to do), the Clearing Agency or any Class A-1 Note Owner to
            enforce the provisions of the Class A-1 Notes or the Transaction
            Documents; and

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

3.5   Indemnity for non-issue

      If the Trustee is required to issue, or procure the issue of, Definitive
      Notes following an event specified in clause 3.3(a) but fails to do so
      within 30 days of delivery to the Trustee of the Book-Entry Notes in
      accordance with clause 3.3, then the Trustee shall (subject to clause 29)
      indemnify the Note Trustee, the Class A-1 Noteholders and the Class A-1
      Note Owners, and keep them indemnified, against any


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                                                                         Page 11
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--------------------------------------------------------------------------------

      loss or damage incurred by any of them if the amount received by the Note
      Trustee, the Class A-1 Noteholders or the Class A-1 Note Owners is less
      than the amount that would have been received had Definitive Notes been
      issued within the 30 days referred to in this clause 3.5. If and for so
      long as the Trustee discharges its obligations under this indemnity, the
      breach by the Trustee of the provisions of clause 3.3 shall be deemed to
      be cured. The Manager must promptly advise the Trustee if it becomes
      actually aware of the occurrence of the relevant event and the Trustee
      shall promptly notify the Note Trustee of the relevant event.

3.6   Note Register and Note Registrar

      (a)   The Manager, on behalf of the Trustee, shall keep or cause to be
            kept the Note Register in which, subject to such reasonable
            regulations as it may prescribe, the Manager shall provide for the
            registration of the Class A-1 Notes and the registration of
            transfers of Class A-1 Notes. The Note Registrar will be responsible
            for registering Class A-1 Notes and transfers of Class A-1 Notes as
            herein provided. The Trustee may, with the consent of the Note
            Trustee, appoint another person as Note Registrar. Upon any
            resignation or removal of any Note Registrar under the Agency
            Agreement, the Trustee with the assistance of and at the direction
            of, the Manager shall promptly appoint a successor or, if it elects
            not to make such an appointment, assume the duties of the Note
            Registrar.

      (b)   Upon surrender for registration of transfer of any Class A-1 Note at
            the office or agency of the Trustee to be maintained as provided in
            clause 11(e), if the requirements of Section 8-401(a) of the Uniform
            Commercial Code of New York (the UCC) are met the Trustee shall, at
            the direction of the Manager, execute = = and upon its written
            request the Principal Paying Agent shall authenticate and the Class
            A-1 Noteholder shall obtain from the Note Trustee, in the name of
            the designated transferee or transferees, one or more new Class A-1
            Notes, in any authorised denominations, of the same class and a like
            aggregate principal amount.

      (c)   At the option of the Class A-1 Noteholder, Class A-1 Notes may be
            exchanged for other Class A-1 Notes in any authorised denominations
            and a like aggregate principal amount, upon surrender of the Class
            A-1 Notes to be exchanged at such office or agency. Whenever any
            Class A-1 Notes are so surrendered for exchange, if the requirements
            of Section 8-401(a) of the UCC are met the Trustee shall, at the
            direction of the Manager, execute and upon its written request the
            Principal Paying Agent shall authenticate and the Class A-1
            Noteholder shall obtain from the Note Trustee, the Class A-1 Notes
            which the Class A-1 Noteholder making the exchange is entitled to
            receive.

      (d)   Every Class A-1 Note presented or surrendered for registration of
            transfer or exchange shall be (i) duly endorsed by, or be
            accompanied by a written instrument of transfer in a form
            satisfactory to the Note Registrar duly executed by, the Class A-1
            Noteholder thereof or such Class A-1 Noteholder's attorney duly
            authorised in writing, with such signature guaranteed by an
            "eligible guarantor institution" meeting the requirements of the
            Note Registrar which requirements include membership or
            participation of Securities Transfer Agents Medallion Program
            (Stamp) or such other "signature guarantee program" as may be
            determined by the Note Registrar in addition to, or in substitution
            for, Stamp, all in accordance with the Exchange Act, and (ii)
            accompanied by such other documents as the Note Registrar may
            require.


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      (e)   No service charge shall be made to a Class A-1 Noteholder for any
            registration of transfer or exchange of Class A-1 Notes, but the
            Trustee may require payment of a sum sufficient to cover any tax or
            other governmental charge that may be imposed in connection with any
            registration of transfer or exchange of Class A-1 Notes.

      (f)   The preceding provisions of this section notwithstanding, the
            Trustee shall not be required to make and the Note Registrar need
            not register transfers or exchanges of Class A-1 Notes selected for
            redemption or of any Class A-1 Note for a period of 30 days
            preceding the due date for any payment with respect to the Class A-1
            Note.

4.    Covenant of Compliance

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

      The Trustee covenants with the Note Trustee that it will comply with and
      perform and observe all material provisions of the Transaction Documents
      which are expressed to be binding on it for the benefit of the Note
      Trustee or any Class A-1 Noteholder. The Transaction Documents and the
      Conditions shall be binding on the Trustee, the Note Trustee (in respect
      of the Transaction Documents to which it is expressed to be a party and
      the Conditions) and the Class A-1 Noteholders. The Note Trustee (or the
      Class A-1 Noteholders, under clause 6.5, as the case may be) is entitled
      to enforce the obligations of the Trustee under the Class A-1 Notes and
      the Conditions as if the same were set out and contained in this deed
      (which shall be read and construed as one document with the Notes).

5.    Cancellation of Class A-1 Notes

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

5.1   Cancellation

      The Trustee shall procure that all Class A-1 Notes:

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

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

      shall be cancelled by or on behalf of the Trustee.

5.2   Records

      (a)   The Principal Paying Agent agrees to keep a full and complete record
            of all Class A-1 Notes and of their redemption, payment, exchange or
            cancellation (as the case may be) and of all replacement Class A-1
            Notes issued in substitution for lost, stolen, mutilated, defaced or
            destroyed Definitive Notes.

      (b)   Such records referred to in paragraph (a) above shall be made
            available to the Note Trustee on reasonable notice and during
            business hours promptly following the Note Trustee's request for the
            same.


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                                                                         Page 13
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6.    Enforcement

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

6.1   Actions following Event of Default

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

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

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

      (c)   enforce repayment of the Class A-1 Notes together with accrued
            interest and any other moneys payable to the Note Trustee, the Class
            A-1 Noteholders under the Transaction Documents.

6.2   Evidence of default

      If the Security Trustee or the Note Trustee takes any action against the
      Trustee to enforce any of the provisions of any Class A-1 Notes or this
      deed, proof that as regards any Class A-1 Note, the Trustee has not paid
      any principal or interest due in respect of that Class A-1 Note shall
      (unless the contrary is proved) be sufficient evidence that the Trustee
      has not paid that principal or interest on all other Class A-1 Notes in
      respect of which the relevant payment is then due.

6.3   Overdue interest

      The rates of interest payable in respect of any Class A-1 Note which has
      become due and repayable in full and which has not been repaid shall be
      calculated at three-monthly intervals, commencing on the expiry of the
      Interest Period for that A-1 Note during which the Class A-1 Note became
      due and repayable in accordance with the provisions of Condition 4 except
      that no notices need be given to Class A-1 Noteholders, in relation to
      that interest.

6.4   Restrictions on enforcement

      If any of the Class A-1 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-1 Notes, the Note Trustee must not vote under the Security Trust
      Deed to, or otherwise direct the Security Trustee to, enforce the Security
      Trust Deed or dispose of the Mortgaged Property unless either:

      (a)   a sufficient amount would be realised to discharge in full all
            amounts owing to the Class A-1 Noteholders and any other amounts
            payable by the Trustee ranking in priority to or pari passu with the
            Class A-1 Notes; or

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


                                                                         Page 14
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Note Trust Deed                                           Allens Arthur Robinson
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            to discharge in full in due course all the amounts referred to in
            paragraph (i) relating to the Trust.

6.5   Action by Noteholders

      Notwithstanding any other provision of this deed, if the Note Trustee,
      having become bound to take steps and/or proceed under clause 6.1 and/or
      the Security Trust Deed, fails to do so within a reasonable time and such
      failure is continuing, the Class A-1 Noteholders may proceed directly
      against the Trustee but then only if and to the extent the Class A-1
      Noteholders are able to do so under Australian law.

7.    Proceedings

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

7.1   Acting only on direction

      (a)   Subject to paragraph (b), the Note Trustee may, but shall not be
            bound to, vote under the Security Trust Deed, or otherwise direct
            the Security Trustee under the Security Trust Deed, or take any
            proceedings, actions or steps under, or any other proceedings
            pursuant to or in connection with, the Security Trust Deed, this
            deed or any Class A-1 Notes, unless directed or requested to do so
            in writing by the holders of at least 75% of the aggregate Invested
            Amount of the Class A-1 Notes and then only if the Note Trustee is
            indemnified to its satisfaction against all actions, proceedings,
            claims and demands to which it may render itself liable and all
            costs, charges, damages and expenses which it may incur by so doing.

      (b)   If an Extraordinary Resolution (as defined in the Security Trust
            Deed) of Voting Mortgagees (as defined in the Supplementary Terms
            Notice) elects not to direct the Security Trustee to enforce the
            Security Trust Deed, in circumstances where the Security Trustee
            could enforce, the Note Trustee must, at the direction of the Class
            A-1 Noteholders, direct the Security Trustee to enforce the Security
            Trust Deed on behalf of the Class A-1 Noteholders.

      (c)   The Note Trustee shall be protected with respect to any action taken
            or omitted to be taken by it in good faith in accordance with the
            direction of the holders of the required aggregate Invested Amount
            of the Class A-1 Notes in accordance with this deed relating to the
            time, method and place of conducting any proceeding for any remedy
            available to, or exercising any trust or power conferred upon it,
            under this deed.

7.2   Security Trustee acting

      Only the Security Trustee may enforce the provisions of the Security Trust
      Deed and neither the Note Trustee nor any holder of a Class A-1 Note is
      entitled to proceed directly against the Trustee to enforce the
      performance of any of the provisions of the Security Trust Deed or of the
      Class A-1 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-1 Noteholders (if
      entitled under the Transaction Documents to act in place of the Note
      Trustee) may proceed directly against the Trustee but then only if and to
      the extent the Class A-1 Noteholders are able to do so under Australian
      law. The Security Trustee shall comply with all directions given to it by
      the Note Trustee pursuant to any power to give directions granted to the
      Note Trustee pursuant to this deed or to the Security Trust Deed provided
      that the Security Trustee has the power under the Security Trust Deed to
      take the action contemplated by the


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

7.3   Note Trustee alone entitled to act

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

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

      (b)   enforce the provisions of this deed or of the Class A-1 Notes
            (including the Conditions),

      and no Class A-1 Noteholder is entitled to take any of the above actions
      or to proceed directly against the Trustee to enforce the performance of
      any of the provisions of this deed or the Class A-1 Notes (including the
      Conditions).

7.4   Available amounts

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

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

      (b)   the Trustee has entered into a legally binding contract with an
            entity either whose long term unsecured and unguaranteed debt is
            rated AA- by S&P or 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, to provide sufficient cash on or before the relevant
            Payment Date to enable the Trustee to discharge the relevant
            liabilities,

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

7.5   No obligation to ensure compliance

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

7.6   Conflict of interests

      The Note Trustee shall, with respect to all the powers, trusts,
      authorities, duties and discretions vested in it by the Transaction
      Documents, except where expressly provided otherwise, have regard to the
      interests of the Class A-1 Noteholders.


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                                                                         Page 16
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8.    Notice of Payment

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

      The Principal Paying Agent shall give notice to the Class A-1 Noteholders
      in accordance with Condition 12 of the day fixed for any payment to them
      of amounts received by the Note Trustee under clause 16 of the Security
      Trust Deed and in any relevant circumstance will certify to the Note
      Trustee that the requirements of clauses 7.1(a) and (b) of the Note Trust
      Deed have been satisfied (and the Note Trustee shall be entitled to rely
      upon such certification). Those payments may be made in accordance with
      Condition 6 (in the case of Definitive Notes) or in the name of the
      nominee of the Clearing Agency by wire transfer in immediately available
      funds to an account designated by such nominee to the order of the
      registered holder of the Class A-1 Note (in the case of any Book-Entry
      Note) and payment of those amounts by the Note Trustee to the Principal
      Paying Agent for that purpose shall be a good discharge to the Note
      Trustee.

9.    Investment by and Compensation of Note Trustee

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

9.1   Investment by the Note Trustee

      Any amount which, under the trusts of this deed ought to or may be
      invested by the Note Trustee as directed in writing by the Manager, may be
      invested in the name or under the control of the Note Trustee in any
      Authorised Investments and the Note Trustee may at any time or times vary
      any Authorised Investments into other Authorised Investments and shall not
      be responsible for any loss due to depreciation in value or otherwise
      resulting from any Authorised Investments made by it in good faith.

9.2   Compensation

      (a)   The Note Trustee or its affiliates are permitted to receive
            additional compensation that could be deemed to be in the Note
            Trustee's economic self-interest for:

            (i)   serving as investment adviser, administrator, shareholder,
                  servicing agent, custodian or sub-custodian with respect to
                  certain of the Authorised Investments;

            (ii)  using affiliates to effect transactions in certain Authorised
                  Investments; or

            (iii) effecting transactions in certain Authorised Investments.

      (b)   For the avoidance of doubt, clause 9.2(a) does not entitle the Note
            Trustee to receive any such additional compensation pursuant to the
            terms of the Transaction Documents.

10.   Partial Payments

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


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      Trustee by the recipient of the payment as the Trustee considers
      sufficient and the Note Trustee shall be entitled to rely on such
      certification.

11.   Covenants by the Trustee and Manager

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      Each of the Trustee and the Manager undertake severally to the Note
      Trustee, for itself and on behalf of the Class A-1 Noteholders, as follows
      in relation to the Trust for so long as any of the Class A-1 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)

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

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

      (c)   (Information) It will give to the Note Trustee a copy of any
            information in its possession relating to the Trust as soon as
            reasonably practicable in connection with the exercise and
            performance of its powers and obligations under this deed and which
            the Trustee or the Manager (as the case may be) reasonably considers
            has a material bearing on the interest of the Class A-1 Noteholders.

      (d)   (Notify Events of Default)

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

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

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

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

      (e)   (Maintenance of Office or Agency) The Manager on behalf of the
            Trustee will maintain in the Borough of Manhattan, The City of New
            York an office or agency where Class A-1 Notes may be surrendered
            for registration of transfer or exchange, and where notices and
            demands to or upon the Trustee in respect of the Class A-1 Notes and
            this deed may be served. The Trustee hereby initially appoints the
            Principal Paying Agent acting through its agent, DTC Transfer Agent
            Services, at 55 Water Street, Jeanette Park Entrance, New York, New
            York


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            10041, to serve as its agent for the purposes of the surrender of
            Class A-1 Notes for registration of transfer or exchange. The
            Principal Paying Agent shall act solely for, and as agent of, the
            Trustee and shall not have any obligations towards or relationship
            or agency or trust with any other person in respect of its
            appointment under this sub-paragraph (e). The Manager will give
            prompt written notice to the Note Trustee of the location, and of
            any change in the location, of any such office or agency. If at any
            time the Trustee shall fail to maintain any such office or agency or
            shall fail to furnish the Note Trustee with the address thereof,
            such notices and demands may be made or served at the Corporate
            Trust Office. The Trustee hereby appoints the Note Trustee as its
            agent to receive all such notices and demands to be served at the
            Corporate Trust Office.

      (f)   (Calculation Agent) It will procure that, so long as any of the
            Class A-1 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 the Agency Agreement and
            Condition 12 of:

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

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

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

      (h)   (Notices) It will promptly give to the Note Trustee, or ensure that
            the Note Trustee receives for approval by the Note Trustee, two
            copies of the form of every notice prior to the notice being given
            to the Class A-1 Noteholders in accordance with Condition 12.

      (i)   (Annual Statement as to Compliance) The Trustee (or the Manager on
            its behalf) will deliver to the Note Trustee, within 120 days after
            the end of each fiscal year of the Trust (commencing on 30 September
            2004), and otherwise in compliance with the requirements of section
            314(a)(4) of the TIA, an Officer's Certificate stating that:

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

            (ii)  to the best of the knowledge of the Signatory, based on the
                  review referred to in paragraph (i), the Trustee has complied
                  with all conditions and covenants under this deed 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(i) compliance shall be determined
            without regard to any period of grace or requirement of notice under
            this deed.

      (j)   (Opinions as to Trust Estate) On the Closing Date, the Trustee (or
            the Manager on its behalf) shall furnish to the Note Trustee an
            Opinion of Counsel (who may be of counsel for the Trustee) either
            stating that in the opinion of such counsel the Security Trust Deed
            and any


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            other requisite documents has been properly recorded and filed so as
            to make effective the Security Interest intended to be created by
            the Security Trust Deed, and reciting the details of such action, or
            stating that in the opinion of such counsel no such action is
            necessary to make such Security Interest effective.

            Within 120 days after the end of each fiscal year commencing on 30
            September 2004 the Trustee (or the Manager on its behalf) shall
            furnish to the Note Trustee an Opinion of Counsel (who may be of
            counsel for the Trustee) either stating that in the opinion of such
            counsel such action has been taken with respect to the recording,
            filing, re-recording, and refiling of the Security Trust Deed and
            any other requisite documents as is necessary to maintain the
            Security Interest created by the Security Trust Deed, and reciting
            the details of such action, or stating that in the opinion of such
            counsel no such action is necessary to maintain such Security
            Interest.

      (k)   (Noteholder Report)

            (i)   The Trustee (or the Manager on its behalf) shall deliver to
                  the Principal Paying Agent and the Note Trustee on each
                  Determination Date the Noteholders Report for the related
                  Collection Period, with written instructions for the Note
                  Trustee and the Principal Paying Agent to forward the
                  Noteholder Report to each Class A-1 Noteholder.

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

12.   Remuneration of Note Trustee

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12.1  Fee

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

12.2  Additional Remuneration

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

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


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Note Trust Deed                                           Allens Arthur Robinson
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12.3  Costs, expenses

      (a)   Subject to clause 34.8, the Trustee shall also reimburse, pay or
            discharge all reasonable costs, charges, liabilities and expenses
            and any stamp and other Taxes or duties paid by the Note Trustee (or
            the Class A-1 Noteholders acting under clause 6.5 (as the case may
            be)) in connection with properly undertaking its duties under the
            Transaction Documents and in connection with any legal proceedings
            brought by the Note Trustee (or the Class A-1 Noteholders acting
            under clause 6.5 (as the case may be)) to enforce any obligation
            under this deed or the Class A-1 Notes. The Note Trustee shall not
            be reimbursed for any overhead or general operating expenses which
            it incurs.

      (b)   Without prejudice to the right of indemnity by law given to
            trustees, to the extent the Trustee is itself entitled to be
            indemnified, and subject to clause 29, the Trustee indemnifies the
            Note Trustee (or the Class A-1 Noteholders acting under clause 6.5
            (as the case may be)) and every other person properly appointed by
            it or any of them under this deed from and against all liabilities,
            losses, damages, costs, expenses, actions, proceedings, claims and
            demands incurred by or made against it or him in the execution of
            the trusts of this deed or of their powers or in respect of any
            matter or thing done or omitted in any way relating to this deed
            (other than arising from any fraud, negligence, default or breach of
            trust by the Note Trustee or that person).

12.4  Overdue rate

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

12.5  Continuing obligation

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

13.   Note Trustee

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13.1  Preferential Collection of Claims Against Trustee

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


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

      (b)   Except while an Event of Default subsists:

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

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

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

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

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

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

13.3  Obligations of Note Trustee

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

13.4  Notice of Defaults

      (a)   If an Event of Default occurs and is subsisting and the Note Trustee
            is actually aware of that Event of Default, the Note Trustee shall
            mail to each Class A-1 Noteholder notice of the Event of Default
            within 90 days after becoming so aware.

      (b)   Except in the case of a default in payment of principal of or
            interest on any Class A-1 Note (including payments pursuant to the
            mandatory redemption provisions of that Class A-1 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 in good faith determines that withholding the notice
            is in the interest of Class A-1 Noteholders.

13.5  Rights of Note Trustee

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

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


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

      (d)   The Note Trustee shall not be responsible for and makes no
            representation as to the validity or adequacy of this deed or the
            Class A-1 Notes, shall not be accountable for the Trustee's use of
            the proceeds from the Class A-1 Notes, and shall not be responsible
            for any statement of the Trustee in this deed or in any document
            issued in connection with the sale of the Class A-1 Notes or in the
            Class A-1 Notes.

      (e)   The Note Trustee may in relation to this deed act on the advice or
            opinion of or any information obtained from any lawyer, valuer,
            accountant, banker, broker, credit-rating agency, lead manager or
            other expert whether obtained by the Trustee, the Note Trustee, the
            Manager, the Servicer or otherwise.

      (f)   Any advice, opinion or information may be sent or obtained by
            letter, 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,
            telegram, facsimile transmission or cable although the same shall
            contain some error or shall not be authentic.

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

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

      (i)   The Note Trustee shall not be responsible for the application of the
            proceeds of the issue of any of the Class A-1 Notes by the Trustee
            or any moneys borrowed by the Trustee under any Transaction Document
            or the exchange of any Book-Entry Note for any other Book-Entry Note
            or Definitive Note, as the case may be.

      (j)   Except as otherwise provided in this deed or any other Transaction
            Documents to which it is a party, the Note Trustee shall not be
            bound to give notice to any person of the execution of this deed or
            any of the Transaction Documents or any transaction contemplated
            hereby or thereby


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            or to take any steps to ascertain whether any Event of Default has
            happened and, until it has actual knowledge or express notice to the
            contrary, the Note Trustee is entitled to assume that no Event of
            Default has happened and that the Trustee and each other party to
            any Relevant Document is observing and performing all the
            obligations on its part contained in the Class A-1 Notes and under
            this deed or, as the case may be, the Security Trust Deed or any
            other Transaction Document to which it is a party.

      (k)   Save as expressly otherwise provided in this deed or the Transaction
            Documents, the Note Trustee shall have absolute and uncontrolled
            discretion as to the exercise of the discretions vested in the Note
            Trustee by this deed and the Transaction Documents (the exercise of
            which as between the Note Trustee and the Class A-1 Noteholders)
            shall be conclusive and binding on the Class A-1 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-1 Noteholders, or any of them, the Note Trustee shall
            nevertheless not be so bound unless first indemnified to its
            satisfaction against all actions, proceedings, claims and demands to
            which it may render itself liable and all costs, charges, damages,
            expenses and liabilities which it may incur by so doing.

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

      (m)   The Note Trustee shall not (unless and to the extent ordered so to
            do by a court of competent jurisdiction) be required to disclose to
            any Class A-1 Noteholder or any Mortgagee, any information made
            available to the Note Trustee by the Trustee or any other person in
            connection with the trusts of this deed and no Class A-1 Noteholder
            shall be entitled to take any action to obtain from the Note Trustee
            any such information.

      (n)   Where it is necessary or desirable for any purpose in connection
            with this deed to convert any sum from one currency to another it
            shall (unless otherwise provided by this deed, any other Transaction
            Document or required by law) be converted at the rate or rates, in
            accordance with the method and as at the date for the determination
            of the rate of exchange, as may be agreed by the Note Trustee in
            consultation with the Trustee and the Manager as relevant and any
            rate, method and date so agreed shall be binding on the Trustee and
            the Class A-1 Noteholders.

      (o)   Subject to clauses 6.5 and 7.4, the Note Trustee may certify in good
            faith whether or not any of the events set out in Condition 9 or any
            breach under clause 8 of the Security Trust Deed is in its opinion
            materially prejudicial to the interests of the relevant Class A-1
            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-1 Notes that the Trustee had, on the due date for
            payment of the amount of interest in question, sufficient cash to
            pay, in accordance with the provisions of the Supplementary Terms
            Notice or the Security Trust Deed, all interest (after payment of
            all sums which are permitted under the Supplementary Terms Notice or
            the Security Trust Deed to be paid in priority to or pari passu with
            them) and that certificate shall be conclusive and binding upon the
            Trustee and the Class A-1 Noteholders. The Note Trustee shall have
            no liability to the Trustee, any Class A-1 Noteholder or any other
            person in relation to any such


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                                                                         Page 24
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            certificate or in relation to any delay or omission in providing
            such certificate. In giving any certificate relating to paragraph
            (a) of Condition 9, the Note Trustee may rely on any determination
            made by any independent accountants of recognised standing in
            Australia and any such determination shall be conclusive and binding
            on the Trustee and the Class A-1 Noteholders. The Trustee shall pay
            the Note Trustee reasonable costs and expenses of providing the
            certificate at the times specified in the Supplementary Terms
            Notice.

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

      (q)   The Note Trustee shall not be responsible for recitals, statements,
            warranties or representations of any party (other than itself)
            contained in any Transaction Document or other document entered into
            in connection with it and shall assume its accuracy and correctness
            and (except with respect to itself) the execution, legality,
            effectiveness, adequacy, genuineness, validity or enforceability or
            admissibility in evidence of that agreement or other document or any
            security constituted by them, and the Note Trustee may accept
            without enquiry, requisition or objection all title as the Trustee
            may have to any of the Mortgaged Property or as any other person may
            have to any other security charged from time to time to the Note
            Trustee and shall not be bound to investigate or make any enquiry in
            the title of the Trustee to any of the Mortgaged Property or the
            title of any other person to any other security charged from time to
            time to the Note Trustee whether or not any default or failure might
            be, or might have been, discovered upon examination inquiry or
            investigation and whether or not capable of remedy. Notwithstanding
            the generality of the foregoing each Class A-1 Noteholder is solely
            responsible for making its own independent appraisal of and
            investigation into the Trust and the Class A-1 Notes and the Note
            Trustee shall not at any time have any responsibility for the same
            and no Class A-1 Noteholder shall rely on the Note Trustee in that
            respect.

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

      (s)   The Note Trustee shall not be obliged (whether or not directed to do
            so by the Class A-1 Noteholders) to direct the Security Trustee to
            perfect legal title to any Purchased Receivable Security if, in the
            opinion of the Note Trustee, that perfection would or might result
            in the Note Trustee becoming liable to or incurring any obligation
            to any Obligor under a Purchased Receivable or Purchased Receivable
            Security and, in its opinion, there is or would be insufficient cash
            to discharge, in accordance with the provisions of the Security
            Trust Deed, that liability or obligations as and when they arise.
            Notwithstanding the generality of the foregoing, the Note Trustee
            shall have no responsibility or liability for the payment of any
            fees


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            for the registration of a Mortgage in Australia or for any related
            legal, administrative or other fees, costs and expenses (including,
            but not limited to, any proper disbursements and any goods and
            services tax or value added tax). The Manager will provide to the
            Note Trustee such information and the Trustee will pay to the Note
            Trustee such costs as the Note Trustee reasonably considers
            necessary to make these determinations and, subject to clause 29,
            the Trustee indemnifies the Note Trustee against any loss or damage
            suffered as a result of the Note Trustee incurring such an
            obligation.

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

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

      (v)   The Note Trustee has no responsibility whatsoever to the Trustee or
            any Class A-1 Noteholder as regards any deficiency or additional
            payment, as the case may be, which might arise because the Note
            Trustee or the Trustee is subject to any Tax in respect of the
            Mortgaged Property, the Security Trust Deed or any other security or
            any income or any proceeds from them.

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

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


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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

      (z)   The Note Trustee shall be entitled to call for and rely on a
            certificate or any letter of confirmation or explanation reasonably
            believed by it to be genuine, of any Approved Seller, the Servicer,
            the Trustee, the Manager, any Paying Agent, the Calculation Agent,
            any Designated Rating Agency or any other credit rating agency in
            respect of every manner and circumstance for which a certificate is
            expressly provided for under this deed or in respect of the rating
            of the Class A-1 Notes or the Conditions and the Note Trustee is not
            bound in any such case to call for further evidence or be
            responsible for any loss, liability, costs, damages, expenses or
            inconvenience that may be occasioned by its failing so to do.

      (aa)  In connection with any proposed modification, waiver, authorisation
            or determination permitted by this deed, the Note Trustee shall not
            have regard to the consequences thereof for individual Class A-1
            Noteholders resulting from their being for any purpose domiciled or
            resident in, or otherwise connected with, or subject to, the
            jurisdiction of any particular territory.

      (bb)  Except as otherwise provided in this deed or any other Transaction
            Document, the Note Trustee shall have no responsibility for the
            maintenance of any rating of the Class A-1 Notes by a Designated
            Rating Agency or any other credit-rating agency or any other person.

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

      (dd)  The Note Trustee acknowledges that the Manager is responsible, under
            the Supplementary Terms Notice, for calculating all amounts referred
            to in clause 5 of the Supplementary Terms Notice (other than
            calculations required to be made by the Calculation Agent under the
            Agency


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            Agreement) and the Note Trustee has no liability in respect of these
            calculations other than as a result of the fraud, negligence,
            default or breach of trust of the Note Trustee.

      (ee)  The Note Trustee shall not be liable to the Trustee, or any
            Noteholder by reason of having accepted as valid or not having
            rejected any Definitive Note purporting to be such and subsequently
            found to be forged or not authentic and the Note Trustee may call
            for and shall be at liberty to accept and place full reliance on as
            sufficient evidence of the facts stated therein a certificate or
            letter of confirmation certified as true and accurate and signed on
            behalf of the Common Depository or any common depository for them or
            any person as the Note Trustee reasonably considers appropriate, or
            any form of record made by any of them to the effect that at any
            particular time or through any particular period any particular
            person is, was, or will be, shown in its records as entitled to a
            particular number of Class A-1 Notes.

14.   Note Trustee's Liability

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

15.   Delegation by Note Trustee

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      (a)   The Note Trustee may whenever it thinks fit delegate by power of
            attorney or otherwise to any person or persons for any period
            (whether exceeding one year or not) or indefinitely all or any of
            the trusts, powers and authorities vested in the Note Trustee by
            this deed and that delegation may be made upon any terms and subject
            to any conditions (including power to sub-delegate) and subject to
            any regulations as the Note Trustee may in the interests of the
            Class A-1 Noteholders think fit, provided that appointment does not
            have an adverse effect on the ratings of the Class A-1 Notes.

      (b)   If the Note Trustee exercises reasonable care in the selection of a
            delegate under paragraph (a), providing the Note Trustee and the
            delegate are not related bodies corporate (as defined in the
            Corporations Act 2001), the Note Trustee shall not be in any way
            responsible for any loss incurred by reason of any misconduct or
            default on the part of any delegate or sub-delegate. The Note
            Trustee must within a reasonable time prior to any delegation or any
            renewal, extension or termination of any delegation give notice of
            it to the Trustee and the Designated Rating Agencies.

      (c)   Notwithstanding any other provision in this clause 15, where the
            Note Trustee delegates any power to a related body corporate (as
            defined in the Corporations Act 2001), the Note Trustee shall be
            liable for all acts or omissions of the delegate done or omitted
            whilst acting in its capacity as such.

16.   Employment of Agent by Note Trustee

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      (a)   The Note Trustee may in the conduct of the trusts of this deed
            instead of acting personally employ and pay an agent, whether being
            a lawyer or other professional person, to transact or


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            concur in transacting any business and to do or concur in doing all
            acts required to be done in connection with the trusts of this deed
            provided that the use of such an agent does not have an adverse
            effect on the ratings of the Class A-1 Notes. If the Note Trustee
            exercises reasonable care in the selection of that agent and
            providing the Note Trustee and the agent are not related bodies
            corporate (as defined in the Corporations Act 2001), the Note
            Trustee shall not in any way be responsible for any loss incurred by
            reason of any misconduct or default on the part of that agent.

      (b)   Notwithstanding other provision or provisions in this clause 16,
            where the Note Trustee employs, under this clause 16, a related body
            corporate (as defined in the Corporations Act 2001) as agent, the
            Note Trustee shall be liable for all acts or omissions of the agent
            done or omitted whilst acting in its capacity as such.

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

17.   Note Trustee Contracting with Trustee

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      Neither the Note Trustee nor any director or officer of a corporation
      acting as a trustee under this deed is by reason of its or their fiduciary
      position only in any way precluded from entering into or being interested
      in any contract or financial or other transaction or arrangement with the
      Trustee or any other party to any of the Transaction Documents or any
      person or body corporate associated with the Trustee including any
      contract, transaction or arrangement of a banking or insurance nature or
      any contract, transaction or arrangement in relation to the making of
      loans or the provision of financial facilities to or the purchase, placing
      or underwriting of or subscribing or procuring subscriptions for or
      otherwise acquiring holding or dealing with the Class A-1 Notes or any of
      them, or any other bonds, stocks, shares, debenture stock, debentures,
      notes or other securities of the Trustee or any other party to any of the
      Transaction Documents or any related person or body corporate or from
      accepting or holding the trusteeship of any other trust deed constituting
      or securing any other securities issued by or relating to the Trustee or
      any other party to any of the Transaction Documents or any related person
      or body corporate or any other office of profit under the Trustee or any
      other party to any of the Transaction Documents or any related person or
      body corporate and shall be entitled to retain and shall not be in any way
      liable to account for any profit made or share of brokerage or commission
      or remuneration or other benefit received by them or in connection with
      any of those arrangements.

18.   Waiver

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      (a)   The Note Trustee may without prejudice to its rights in respect of
            any subsequent breach, condition, event or act from time to time and
            at any time (but only if, and in so far as, in its


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            opinion the interests of any of the Class A-1 Noteholders are not
            materially prejudiced), waive or authorise on any terms and subject
            to any conditions as it sees fit and proper:

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

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

            but the Note Trustee shall not exercise any powers conferred on it
            by this clause in contravention of any express direction given in
            writing by holders of Class A-1 Notes representing at least 75% of
            the aggregate Invested Amount of the Class A-1 Notes or by request
            under Condition 10(d). No direction or request shall affect any
            waiver, authorisation or determination previously given or made.

      (b)   Any waiver, authorisation or determination under this clause is
            binding on the Class A-1 Noteholders and if, but only if, the Note
            Trustee so requires, shall be notified by the Trustee to the Class
            A-1 Noteholders in accordance with Condition 12 as soon as
            practicable.

19.   Amendment

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19.1  Approval

      The Note Trustee, the Manager and the Trustee may, following the giving of
      not less than 10 Business Days' prior notice to each Designated Rating
      Agency, by way of supplemental deed alter, add to or modify this deed
      (including this clause 19), the Conditions (other than the proviso in
      clause 37.2 or any provision of this deed or the Conditions referred to in
      that proviso) and this clause or any Transaction Document so long as that
      alteration, addition or modification is:

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

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

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


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      (d)   in the opinion of the Note Trustee not materially prejudicial to the
            interests of the Class A-1 Noteholders as a whole,

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

      For the avoidance of doubt, the Note Trustee shall be entitled to rely
      conclusively on, and shall not be liable to any person for such reliance
      on, an opinion of counsel in connection with any alteration, addition or
      modification under subparagraphs 19.1(b) to (d) inclusive.

19.2  Resolution of Class A-1 Noteholders

      Where in the opinion of the Note Trustee a proposed alteration, addition
      or modification to this deed, other than an alteration, addition or
      modification referred to in clause 19.1, is materially prejudicial or
      likely to be materially prejudicial to the interest of Class A-1
      Noteholders as a whole or any class of Class A-1 Noteholders or clause
      37.2(a) applies, the Note Trustee, the Manager and the Trustee may make
      that alteration, addition or modification only if sanctioned in writing by
      holders of at least 75% of the aggregate Invested Amount of the Class A-1
      Notes, subject to the TIA.

19.3  Distribution of amendments

      The Manager shall distribute to all Class A-1 Noteholders and each
      Designated Rating Agency a copy of any amendments made under clause 19.1
      or 19.2 under Condition 12 as soon as reasonably practicable after the
      amendment has been made.

19.4  Amendments binding

      Any amendment under this clause is binding on the Class A-1 Noteholders.

19.5  Conformity with TIA

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

20.   Class A-1 Noteholders

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20.1  Absolute Owner

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

      (b)   So long as the Class A-1 Notes, or any of them, are represented by a
            Book-Entry Note, the Trustee, the Manager, the Note Trustee and any
            Paying Agent may treat the person for the time being shown in the
            records of the Clearing Agency as the holder of any Class A-1 Note
            as the absolute owner of that Class A-1 Note and the Trustee, the
            Manager, the Note Trustee and the Paying Agents are not affected by
            any notice to the contrary, but without prejudice to the


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            entitlement of the registered holder of the Book-Entry Note to be
            paid principal and interest on the Book-Entry Note in accordance
            with its terms. Such person shall have no claim directly against the
            Trustee in respect of payment due on the Class A-1 Notes for so long
            as the Class A-1 Notes are represented by a Book-Entry Note and the
            relevant obligations of the Trustee will be discharged by payment to
            the registered holder of the Book-Entry Note in respect of each
            amount so paid.

      (c)   Any payments by the Trustee to the registered holder of a Book-Entry
            Note or to an owner of a Class A-1 Note under this clause will be a
            good discharge to the Trustee.

      (d)   All payments made to the owner of a Class A-1 Note under this clause
            (or, in the case of a Book-Entry Note, to or to the order of the
            registered holder of that Book-Entry Note) shall be valid and, to
            the extent of the sums so paid, effective to satisfy and discharge
            the liability for the moneys payable upon those Class A-1 Notes.

      (e)   Any instalment of interest or principal, payable on any Class A-1
            Note which is punctually paid or duly provided for by the Trustee to
            the Paying Agent on the applicable Payment Date or Maturity Date
            shall be paid to the person in whose name such Class A-1 Note is
            registered on the Record Date, by cheque mailed first-class, postage
            prepaid, to such person's address as it appears on the Note Register
            on such Record Date, except that, unless Definitive Notes have been
            issued pursuant to clause 3.3, with respect to Class A-1 Notes
            registered on the Record Date in the name of the nominee of the
            Clearing Agency (initially, such nominee to be Cede & Co.), payment
            will be made by wire transfer in immediately available funds to the
            account designated by such nominee and except for the final
            instalment of principal payable with respect to such Class A-1 Note
            on a Payment Date or Maturity Date (and except for the redemption
            for any Class A-1 Note called for redemption pursuant to Condition 5
            which shall be payable as provided in paragraph (f).

      (f)   The principal of each Class A-1 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-1 Note is registered at the close of business on the Record
            Date preceding the Payment Date on which the Trustee expects that
            the final instalment of principal of and interest on such Class A-1
            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-1 Note and shall specify the place where
            such Class A-1 Note may be presented and surrendered for payment of
            such instalment. Notices in connection with redemptions of Class A-1
            Notes shall be mailed to Class A-1 Noteholders as provided in clause
            31.4.

20.2  Clearing Agency Certificate

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


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21.   Currency Indemnity

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      Subject to this deed including, without limitation, clause 29, the Trustee
      indemnifies the Note Trustee and the Class A-1 Noteholders and keeps them
      indemnified against:

      (a)   any loss or damage incurred by any of them arising from the
            non-payment by the Trustee of any US$ amount due to the Note Trustee
            or the relevant Class A-1 Noteholders under this deed or the
            relevant Class A-1 Notes by reason of any variation in the rates of
            exchange between those used for the purposes of calculating the
            amount due under a judgment or order in respect of that payment,
            which amount is expressed in a currency other than US$, and under
            which the Note Trustee, the Class A-1 Noteholders do not have an
            option to have that judgment or order expressed in US$, and those
            prevailing at the date of actual payment by the Trustee; and

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

            (i)   the date (if any) as of which the non-US$ currency equivalent
                  of the US$ amounts due or contingently due under this deed
                  (other than this clause) or in respect of the relevant Class
                  A-1 Notes is calculated for the purposes of any bankruptcy,
                  insolvency or liquidation of the Trustee; and

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

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

      (c)   The indemnities in this clause are obligations of the Trustee
            separate and independent from its obligations under the Class A-1
            Notes and apply irrespective of any time or indulgence granted by
            the Note Trustee or the Class A-1 Noteholders from time to time and
            shall continue in full force and effect despite the judgment or
            filing of any proof or proofs in any bankruptcy, insolvency or
            liquidation of the Trustee for a liquidated sum or sums in respect
            of amounts due under this deed (other than this clause) or the Class
            A-1 Notes. Any deficiency will constitute a loss suffered by the
            Class A-1 Noteholders and no proof or evidence of any actual loss
            shall be required by the Trustee or its liquidator.

22.   New Note Trustees

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22.1  Appointment by Trustee

      The Trustee may, at the direction of the Manager, at any time appoint a
      new note trustee of this deed who has previously been approved in writing
      by holders of at least 75% of the aggregate Invested Amount of the Class
      A-1 Notes. One or more persons may hold office as note trustee or note
      trustees of this deed but that note trustee or note trustees must be or
      include a Trust Corporation. Whenever there are more than two note
      trustees of this deed the majority of those note trustees are competent to
      execute and exercise all the duties, powers, trusts, authorities and
      discretions vested in the Note Trustee by this deed if a Trust Corporation
      is included in that majority.


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22.2  Appointment by Note Trustee

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

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

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

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

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

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

22.3  Notice

      (a)   The Trustee shall notify the Principal Paying Agent and the Class
            A-1 Noteholders in writing of any appointment of a new note trustee
            or any retirement or removal of an existing note trustee of this
            deed as soon as practicable after becoming aware of that
            appointment, retirement or removal in accordance with Condition 12.

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

23.   Note Trustee's Retirement and Removal

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23.1  Removal by Trustee

      The Trustee (or the Manager on its behalf after informing the Trustee of
      its intention to do so) may at any time terminate the appointment of the
      Note Trustee by giving written notice to that effect to each


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      Designated Rating Agency and the Note Trustee with effect immediately on
      that notice, if any of the following occurs in relation to the Note
      Trustee:

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

      (b)   the Note Trustee has ceased its business;

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

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

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

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

23.2  Removal by Class A-1 Noteholders

      The Class A-1 Noteholders may resolve by written consent of the holders of
      at least 75% of the aggregate Invested Amount of the Class A-1 Notes to
      require the Trustee to remove the Note Trustee or note trustees for the
      time being of this deed.

23.3  Resignation

      Subject to this clause 23, the Note Trustee may resign its appointment
      under this deed at any time by giving to the Trustee, the Manager, the
      Security Trustee and each Designated Rating Agency not less than 3 months
      written notice to that effect which notice shall expire not less than 30
      days before any due date for payment of the Class A-1 Notes.

23.4  Rating Agencies approval

      Any resignation or removal of the Note Trustee and appointment of a
      successor note trustee will not become effective until acceptance of the
      appointment by that successor note trustee and confirmation by the
      Designated Rating Agencies that such appointment will not cause a
      downgrading, qualification or withdrawal of the then current ratings of
      the Class A-1 Notes.

23.5  Trust Corporation

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


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23.6  Successor to Note Trustee

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

      (b)   Any corporation:

            (i)   into which the Note Trustee is merged;

            (ii)  with which the Note Trustee is consolidated;

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

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

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

      (c)   If no other person can be found to act as Note Trustee, the
            Noteholders may elect a Note Trustee from among the holders of the
            Class A-1 Notes.

23.7  Eligibility; Disqualification

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

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

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

24.   Note Trustee's Powers Additional

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

      The powers conferred upon the Note Trustee by this deed shall be in
      addition to any powers which may from time to time be vested in the Note
      Trustee by the general law or as a holder of any of the Class A-1 Notes.


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25.   Severability of Provisions

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

26.   Notices

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

26.1  General

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

      (a)   must be in writing;

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

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

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

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

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

26.2  Details

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

      The Trustee

      PERPETUAL TRUSTEES CONSOLIDATED LIMITED

      Level 7, 9 Castlereagh Street,
      Sydney, New South Wales 2000

      Tel:        612 9229 9000
      Fax:        612 9221 7870

      Attention:  Manager, Securitisation


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      The Manager

      CRUSADE MANAGEMENT LIMITED

      Level 11
      55 Market Street
      SYDNEY NSW 2000
      AUSTRALIA

      Tel:        612 9320 5605
      Fax:        612 9320 5586

      Attention:  Executive Manager, Securitisation

      The Principal Paying Agent

      DEUTSCHE BANK TRUST COMPANY AMERICAS

      1761 East St. Andrew Place, Santa Ana, California 92705-4934

      Tel:        714 247 6000
      Fax:        714 247 6478
      Attention:  Trust Administration -ST0401

      The Calculation Agent

      DEUTSCHE BANK TRUST COMPANY AMERICAS

      1761 East St. Andrew Place, Santa Ana, California 92705-4934

      Tel:        714 247 6000
      Fax:        714 247 6478
      Attention:  Trust Administration -ST0401

      The Note Trustee

      DEUTSCHE BANK TRUST COMPANY AMERICAS

      1761 East St. Andrew Place, Santa Ana, California 92705-4934

      Tel:        714 247 6000
      Fax:        714 247 6478
      Attention:  Trust Administration -ST0401

      The Security Trustee

      P.T. LIMITED

      Level 7
      9 Castlereagh Street,
      SYDNEY, NSW 2000

      Tel:        612 9229 9000
      Fax:        612 9221 7870

      Attention:  Manager, Securitisation


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27.   Governing Law and Jurisdiction

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

28.   Counterparts

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

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

29.   Limited Recourse

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

29.1  General

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

29.2  Liability of Trustee limited to its right to indemnity

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

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

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

      (d)   It is acknowledged that the Relevant Parties are responsible under
            this deed or the other Transaction Documents for performing a
            variety of obligations relating to the Trust. No act or omission of
            the Trustee (including any related failure to satisfy its
            obligations under this deed)


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            will be considered fraud, negligence or Default of the Trustee for
            the purpose of paragraph (c) above to the extent to which the act or
            omission was caused or contributed to by any failure by any Relevant
            Party or any person who has been delegated or appointed by the
            Trustee in accordance with the Transaction Documents to fulfil its
            obligations relating to the Trust or by any other act or omission of
            a Relevant Party or any such person.

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

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

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

29.3  Unrestricted remedies

      Nothing in clause 29.2 limits any party in:

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

      (b)   obtaining declaratory relief;

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

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

29.4  Restricted remedies

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

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

      (b)   (statutory demand) issue any demand under section 459E(1) of the
            Corporations Act 2001 (or any analogous provision under any other
            law) against the Trustee;

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

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

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

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

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

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


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30.   Successor Trustee

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

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

31.   Reimbursement for the Cost of Independent Advice

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

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

32.   No Liability

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

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

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

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

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

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

33.   Information Memorandum

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

      The Note Trustee has no responsibility for any statement or information in
      or omission from any information memorandum, advertisement, circular or
      other document issued by or on behalf of the Trustee or Manager, including
      in connection with the issue of Class A-1 Notes. Neither the Trustee nor
      the Manager may publish or permit to be published any such document in
      connection with the offer of Class A-1 Notes or an invitation for
      subscriptions for Class A-1 Notes containing any statement which makes
      reference to the Note Trustee without the prior written consent of the
      Note Trustee, which consent must not be unreasonably withheld. In
      considering whether to give its consent, the Note Trustee is not required
      to take into account the interests of the Noteholders.


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34.   Note Trustee's Limited Liability

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

34.1  Reliance on certificate

      The Note Trustee shall not incur any liability as a result of relying upon
      the authority, validity, due authorisation of, or the accuracy of any
      information contained in any notice, resolution, direction, consent,
      certificate, receipt, affidavit, statement, valuation report or other
      document or communication (including any of the above submitted or
      provided by the Manager, by the Trustee or by a Class A-1 Noteholder) if
      the Note Trustee is entitled, under clause 34.2 to assume such
      authenticity, validity, due authorisation or accuracy.

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

34.2  Note Trustee's reliance on Manager, Security Trustee, Trustee or Servicer

      (a)   (Authorised Signatories are sufficient evidence) Whenever any
            certificate, notice, proposal, direction, instruction, document or
            other communication is to be given to the Note Trustee, the Note
            Trustee may assume:

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

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

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

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

34.3  Compliance with laws

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

34.4  Reliance on experts

      The Note Trustee may rely on and act on the opinion or statement or
      certificate or advice of or information obtained from the Security
      Trustee, the Servicer, the Trustee, barristers or solicitors


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

34.5  Oversights of others

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

34.6  Powers, authorities and discretions

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

34.7  Impossibility or impracticability

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

34.8  Legal and other proceedings

      (a)   (Indemnity for legal costs) The Note Trustee or the Class A-1
            Noteholders acting under Clause 6.5 (as the case may be) (each an
            Indemnified Party) shall be indemnified by the Trustee (subject to
            clause 29) for all legal costs and disbursements on a full indemnity
            basis and all other cost, disbursements, outgoings and expenses
            incurred by the Indemnified Party in connection with:

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

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

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


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

            (iv)  has been approved in advance by the written consent of the
                  holders of at least 75% of the aggregate Invested Amount of
                  the Class A-1 Notes; or

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

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

34.9  No liability except for negligence etc.

      Except to the extent caused by the fraud, negligence, default or breach of
      trust on the Note Trustee's part or on the part of any of its officers or
      employees, or any agents or delegate, sub-agent, sub-delegate employed by
      the Note Trustee in accordance with this deed (and where this deed
      provides that the Note Trustee is liable for the acts or omissions of any
      such person) to carry out any transactions contemplated by this deed, the
      Note Trustee shall not be liable for any losses, costs, liabilities or
      claims arising from the failure to pay moneys on the due date for payment
      to any Class A-1 Noteholder or any other person or for any loss howsoever
      caused in respect of any of the Trust or to any Class A-1 Noteholder or
      other person. The Note Trustee is not obliged to take any action under
      this deed unless it is indemnified to its reasonable satisfaction against
      all actions, proceedings, claims and demands to which it may render itself
      liable and all costs, charges, damages and expenses which it may incur by
      so doing.

34.10 Further limitations on Note Trustee's liability

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

34.11 Conflicts

      (a)   (Not liable to account) Note Trustee shall not be in any way liable
            to account to any Class A-1 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.


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      (b)   (Fiduciary relationship) Note Trustee shall not by reason of any
            fiduciary relationship be in any way precluded from making any
            contracts or entering into any transactions with any person in the
            ordinary course of its business or from undertaking any banking,
            financial, development, agency or other services including any
            contract or transaction in relation to the placing of or dealing
            with any investment and the acceptance of any office or profit or
            any contract of loan or deposits or other contract or transaction
            which any person or company not being a party to this deed could or
            might have lawfully entered into if not a party to this deed. Note
            Trustee shall not be accountable to any Class A-1 Noteholder or any
            other person for any profits arising from any such contracts,
            transactions or offices.

34.12 Information

      Except for notices and other documents and information (if any) expressed
      to be required to be furnished to any person by the Note Trustee under
      this deed or any other Transaction Document, the Note Trustee shall not
      have any duty or responsibility to provide any person (including any Class
      A-1 Noteholder) with any credit or other information concerning the
      affairs, financial condition or business of the Trust.

34.13 Investigation by Note Trustee

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

35.   Noteholders' Lists and Reports

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

35.1  Provision of information

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

      (a)   every six months (with the first six month period commencing on the
            Closing Date) (each such date being a Notice Date), a list, in such
            form as the Note Trustee may reasonably require, of the names and
            addresses of the Class A-1 Noteholders as of the Record Date
            immediately preceding that Notice Date; and

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

      provided that so long as:

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

      (d)   the Class A-1 Notes are Book-Entry Notes,

      no such list shall be required to be furnished.

35.2  Preservation of Information; Communications to Noteholders

      (a)   The Note Trustee shall preserve, in as current a form as is
            reasonably practicable, the names and addresses of the Class A-1
            Noteholders contained in the most recent list (if any) furnished


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            to the Note Trustee as provided in clause 35.1 and if it acts as
            Note Registrar, the names and addresses of Class A-1 Noteholders
            received by the Note Trustee in its capacity as Note Registrar. The
            Trustee may destroy any list furnished to it as provided in such
            clause 35.1 upon receipt of a new list so furnished.

      (b)   Class A-1 Noteholders may communicate pursuant to section 312(b) of
            the TIA with other Class A-1 Noteholders with respect to their
            rights under this deed or under the Class A-1 Notes.

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

35.3  Reports by Note Trustee

      If required by section 313(a) of the TIA, within 60 days after each 30
      June, beginning with 30 June 2004, the Note Trustee shall mail to each
      Class A-1 Noteholder, the Trustee and the Manager as required by section
      313(c) of the TIA a brief report dated as of such date that complies with
      section 313(a) of the TIA. The Note Trustee also shall comply with section
      313(b) of the TIA. A copy of each report at the time of its mailing to
      Class A-1 Noteholders shall be filed by the Note Trustee with the
      Commission and each stock exchange, if any, on or by which the Class A-1
      Notes are then listed. The Manager on behalf of the Trustee shall notify
      the Note Trustee in writing if and when the Class A-1 Notes are listed on
      or by any stock exchange.

35.4  Notices to Class A-1 Noteholders; Waiver

      Where this deed provides for notice to Class A-1 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
      Class A-1 Noteholder affected by such event, at his or her address as it
      appears on the Note Register, not later than the latest date, and not
      earlier than the earliest date, prescribed for the giving of such notice.
      In any case where notice to Class A-1 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-1 Noteholder shall affect the sufficiency
      of such notice with respect to other Class A-1 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-1 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-1 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 Trustee shall
      direct the Note Trustee shall be deemed to be a sufficient giving of such
      notice.

35.5  Reports by Trustee

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


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

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

      (c)   supply to the Note Trustee (and the Note Trustee shall transmit by
            mail to all Class A-1 Noteholders described in section 313(c) of the
            TIA) such summaries of any information, documents and reports
            required to be filed by the Trustee pursuant to clauses (a) and (b)
            of this clause 35.5 as may be required by rules and regulations
            prescribed from time to time by the Commission.

36.   Trust Indenture Act - Miscellaneous

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

36.1  Compliance Certificates and Opinions, etc

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

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

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

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

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

            (ii)  Whenever any property or securities are to be released from
                  the Security Interest created by the Security Trust Deed, the
                  Trustee shall also furnish to the Note Trustee an Officer's
                  Certificate certifying or stating the opinion of each person
                  signing such


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                  certificate as to the fair value (within 90 days of such
                  release) of the property or securities proposed to be released
                  and stating that in the opinion of such person the proposed
                  release will not impair the security under the Security Trust
                  Deed in contravention of the provisions of the Security Trust
                  Deed or this deed.

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

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

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

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

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

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

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

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

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

36.2  Undertaking for Costs

      (a)   Subject to paragraph (b), all parties to this deed agree, and each
            Class A-1 Noteholder by such Class A-1 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


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Note Trust Deed                                           Allens Arthur Robinson
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            Note Trustee, the filing by any party litigant in such suit of an
            undertaking to pay the costs of such suit, and that such court may
            in its discretion assess reasonable costs, including reasonable
            attorneys' fees, against any party litigant in such suit, having due
            regard to the merits and good faith of the claims or defences made
            by such party litigant.

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

            (i)   any suit instituted by the Note Trustee;

            (ii)  any suit instituted by any Class A-1 Noteholder, or group of
                  Class A-1 Noteholders in each case holding in the aggregate
                  more than 10% of the aggregate Invested Amount of the Class
                  A-1 Notes; or

            (iii) any suit instituted by any Class A-1 Noteholder for the
                  enforcement of the payment of principal or interest on any
                  Class A-1 Note on or after the respective due dates expressed
                  in such Class A-1 Note and in this deed (or, in the case of
                  final redemption of a Class A-1 Note, on or after the Final
                  Maturity Date).

36.3  Exclusion of section 316

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

      (b)   For the purposes of section 316(a)(2) of the TIA in determining
            whether any Class A-1 Noteholders have concurred in any relevant
            direction or consent, Notes owned by the Trustee or by any Associate
            of the Trustee, shall be disregarded, except that for the purposes
            of determining whether the Note Trustee shall be protected in
            relying on any such direction or consent, only Class A-1 Notes which
            the Note Trustee knows are so owned shall be so disregarded.

36.4  Unconditional Rights of Class A-1 Noteholders to Receive Principal and
      Interest

      Notwithstanding any other provisions in this deed, any Class A-1
      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-1 Note on or after the respective due dates thereof expressed in such
      Class A-1 Note or in this deed (or, in the case of final redemption of a
      Class A-1 Note, on or after the Final Maturity Date) and to institute suit
      for the enforcement of any such payment, and such right shall not be
      impaired without the consent of such Class A-1 Noteholder, except to the
      extent that the institution or prosecution thereof or the entry of
      judgment therein would, under applicable law, result in the surrender,
      impairment, waiver, or loss of the Security Interest created by the
      Security Trust Deed upon any property subject to such Security Interest.

36.5  Conflict with Trust Indenture Act

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

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


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Note Trust Deed                                           Allens Arthur Robinson
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37.   Consent of Class A-1 Noteholders

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

37.1  General

      Except as expressly provided in elsewhere in this deed or in clause 37.2
      below, any action that may be taken by the Class A-1 Noteholders under
      this deed may be taken by registered holders of not less than a majority
      of the aggregate Invested Amount of Class A-1 Notes.

37.2  Special Written Approvals

      (a)   The following matters are only capable of being effected by the
            approval in writing of holders of at least 75% of the aggregate
            Invested Amount of the Class A-1 Notes, namely:

            (i)   modification of the date fixed for final maturity of the Class
                  A-1 Notes;

            (ii)  reduction or cancellation of the principal payable on the
                  Class A-1 Notes or any alteration of the date or priority of
                  redemption of the Class A-1 Notes;

            (iii) alteration of the amount of interest payable on any class of
                  the Class A-1 Notes or modification of the method of
                  calculating the amount of interest payable on the Class A-1
                  Notes or modification of the date of payment of or interest
                  payable on the Class A-1 Notes;

            (iv)  alteration of the currency in which payments under the Class
                  A-1 Notes are to be made;

            (v)   altering the required percentage of aggregate Invested Amount
                  required to consent or take any action of the Class A-1 Notes;

            (vi)  alteration of this sub-paragraph.

      (b)   The Class A-1 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-1 Notes, as appropriate,

            (i)   power to sanction any compromise or arrangement proposed to be
                  made between the Trustee and the Class A-1 Noteholders;

            (ii)  power to sanction any abrogation, modification, compromise or
                  arrangement in respect of the rights of the Class A-1
                  Noteholders against the Trustee or against any of its property
                  or against any other person whether such rights shall arise
                  under these presents, any of the Class A-1 Notes or otherwise;

            (iii) power to assent to any modification of the provisions
                  contained in these presents, the Class A-1 Notes (including
                  the Conditions) or the provisions of any of the Relevant
                  Documents which shall be proposed by the Trustee or the Note
                  Trustee;

            (iv)  power to give any authority or sanction which under the
                  provisions of these presents or the Class A-1 Notes (including
                  the Conditions) is required to be given by, in writing by
                  holders of at least 75% of the aggregate Invested Amount of
                  the Class A-1 Notes;

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


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

            (vi)  power to discharge or exonerate the Note Trustee from all
                  liability in respect of any act or omission for which the Note
                  Trustee may have become responsible under this deed or under
                  the Class A-1 Notes;

            (vii) power to authorise the Note Trustee to concur in and execute
                  and do all such deeds, instruments, acts and things as may be
                  necessary to carry out and give effect to the approval in
                  writing by holders of at least 75% of the aggregate Invested
                  Amount of the Class A-1 Notes;

            (viii) power to sanction any scheme or proposal for the exchange or
                  sale of the Class A-1 Notes, as the case may be, for, or the
                  conversion of the Class A-1 Notes, into, or the cancellation
                  of the Class A-1 Notes, in consideration of shares, stock,
                  notes, bonds' debentures, debenture stock and/or other
                  obligations and/or securities of the Trustee or of any other
                  company formed or to be formed, or for or into or in
                  consideration of cash, or partly for or into or in
                  consideration of such shares, stock, notes, bonds, debenture
                  stock and/or other obligations and/or securities as aforesaid
                  and partly for or into or in consideration of cash.

37.3  Requirement for writing

      Except as expressly provided elsewhere in this deed, all notices and
      consents from Class A-1 Noteholders and Class A-1 Note Owners shall be
      delivered in writing. Any solicitation of such notices or consent shall be
      in writing and be delivered by the Trustee, Manager or Note Trustee, as
      applicable, seeking such notice or consent form the Class A-1 Noteholders
      or Class A-1 Note Owners to the Principal Paying Agent, who shall deliver
      the foregoing to the appropriate Class A-1 Noteholders or Class A-1 Note
      Owners. With respect to any solicitation of approval of Class A-1
      Noteholders, the record date for determining Class A-1 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-1
      Noteholders.

      Executed as a deed in the State of New York.

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


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                                                                         Page 53
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Note Trust Deed                                           Allens Arthur Robinson
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TRUSTEE

Signed Sealed and Delivered for
Perpetual Trustees Consolidated
Limited by its attorney in the
presence of:


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


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


MANAGER

Signed Sealed and Delivered for
Crusade Management Limited by its
attorney in the presence of:


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


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


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                                                                         Page 54
<PAGE>

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

NOTE TRUSTEE

Signed Sealed and Delivered by
Deutsche Bank Trust Company Americas
in the presence of:


--------------------------------------     -------------------------------------
Witness Signature                          Signature


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


--------------------------------------     -------------------------------------
Witness Signature                          Signature


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


PRINCIPAL PAYING AGENT

Signed Sealed and Delivered by
Deutsche Bank Trust Company Americas
in the presence of:


--------------------------------------     -------------------------------------
Witness Signature                          Signature


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


--------------------------------------     -------------------------------------
Witness Signature                          Signature


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


--------------------------------------------------------------------------------
                                                                         Page 55
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Note Trust Deed                                           Allens Arthur Robinson
--------------------------------------------------------------------------------

CALCULATION AGENT

Signed Sealed and Delivered by
Deutsche Bank Trust Company Americas
in the presence of:


--------------------------------------     -------------------------------------
Witness Signature                          Signature


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


--------------------------------------     -------------------------------------
Witness Signature                          Signature


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


SECURITY TRUSTEE

Signed Sealed and Delivered for P.T.
Limited by its attorney in the
presence of:


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


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


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                                                                         Page 56
<PAGE>

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

Schedule 1

Form Book-Entry Note

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

REGISTERED                          CUSIP No
No. R-                              ISIN No.
                                    Common Code

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

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

                     PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                              (ABN 81 004 029 841)

             (a limited liability company incorporated in Australia)

      in its capacity as trustee of the Crusade Global Trust No. 1 of 2004

                                 BOOK-ENTRY NOTE

                                  representing

                                US$1,000,000,000

  Class A-1 Mortgage Backed Floating Rate Notes Due on the Final Maturity Date
                             falling in January 2035

This Note is a Class A-1 Book-Entry Note without principal or interest in
respect of a duly authorised issue of Notes of Perpetual Trustees Consolidated
Limited in its capacity as trustee of the Crusade Global Trust No. 1 of 2004
(the "Trust") (the "Issuer"), designated as specified in the title above (the
"Notes"), in an initial aggregate principal amount of

                                US$1,000,000,000

and (a) constituted by a Master Trust Deed (the "Master Trust Deed") dated 14
March 1998 between the Issuer, St.George Bank Limited and Crusade Management
Limited (the "Manager"), by a Supplementary Terms Notice (the "Supplementary
Terms Notice") dated on or about [*] between (among others) the Issuer, the
Security Trustee (as defined herein), St.George Custodial Pty Limited, Deutsche
Bank Trust Company Americas (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-1 Notes (the "Class A-1 Noteholders") and the Manager, and by the Conditions;
(b) issued


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Note Trust Deed                                           Allens Arthur Robinson
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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 31 December 2003 between
the Issuer, the Manager, P.T. Limited (ABN 67 004 454 666) (the "Security
Trustee") and the Note Trustee (by accession under the Supplementary Terms
Notice) 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-1 Notes set out in Schedule 3 to the Note Trust Deed but with the
deletion of those provisions which are applicable only to Class A-1 Notes in
definitive form. Terms and expressions defined in the Note Trust Deed and the
Conditions shall, save as expressly stated otherwise, bear the same meanings
when used herein.

If the Issuer is obliged to issue Definitive Notes under Clause 3.3 of the Note
Trust Deed this Class A-1 Book-Entry Note will be exchangeable in whole at the
offices of the agent of the Principal Paying Agent at DTC Transfer Agent
Services, 55 Water Street, Jeanette Park Entrance, New York, New York 10041 (or
such other place outside Australia and any of its respective territories and
possessions and other areas subject to jurisdictions as the Note Trustee may
agree) for Class A-1Definitive Notes and the Issuer shall execute and procure
that the Principal Paying Agent authenticates and delivers in full exchange for
this Class A-1 Book-Entry Note, Class A-1 Definitive Notes in aggregate
principal amount equal to the Amount of all Class A-1 Notes represented by this
Class A-1 Book-Entry Note. The Issuer is not obliged to issue Definitive Notes
until 30 days after the occurrence of an event set out in clause 3.3 of the Note
Trust Deed.

The Issuer, in its capacity as trustee of the Trust, subject to this US$
Book-Entry Note and subject to and in accordance with the Conditions and the
Note Trust Deed promises to pay to Cede & Co., or registered assigns of this
Class A-1 Book-Entry Note the principal sum of US$ one billion
(US$1,000,000,000) or such lesser amount as may from time to time be represented
by this Class A-1 Book-Entry Note (or such part of that amount as may become
repayable under the Conditions, the Supplementary Terms Notice and the Note
Trust Deed) on such date(s) that principal sum (or any part of it) becomes
repayable in accordance with the Conditions, the Supplementary Terms Notice and
the Note Trust Deed and to pay interest in arrears on each Quarterly Payment
Date (as defined in Condition 4) on the Invested Amount (as defined in Condition
5(a)) of this Class A-1 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-1 Book-Entry Note, the Conditions, the
Supplementary Terms Notice and the Note Trust Deed, which shall be binding on
the registered holder of this Class A-1 Book-Entry Note (as if references in the
Conditions to the Notes and the Noteholders were references to this Class A-1
Book-Entry Note and the registered holder of this Class A-1 Book-Entry Note
respectively and as if the same had been set out in this Class A-1 Book-Entry
Note in full with all necessary changes, except as otherwise provided in this
Class A-1 Book-Entry Note).

Payments of interest on this Class A-1 Note due and payable on each Quarterly
Payment Date, together with the instalment of principal, if any, shall be
payable to the nominee of the Common Depository (initially, such nominee to be
Cede & Co.). No payment of interest or principal may be made by the Issuer or
any Paying Agent in the Commonwealth of Australia or its possessions or into a
bank account or to an address in the Commonwealth of Australia. Each of the
persons appearing from time to time in the records of DTC, as the holder of a
beneficial interest in a Class A-1 Note will be entitled to receive any payment
so made in respect of that Class A-1 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-1 Notes which must be made
by the holder of this Class A-1 Book-Entry Note, for so long as this Class A-1
Book-Entry Note is outstanding.


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                                                                         Page 58
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--------------------------------------------------------------------------------

On any payment of principal and/or interest on the Class A-1 Notes as set out
above details of that payment shall be endorsed by or on behalf of the Issuer in
the Note Register and, in the case of payments of principal, the Invested Amount
of the Class A-1 Notes shall be reduced for all purposes by the amount so paid
and endorsed in the Note Register. Any such record shall be prima facie evidence
that the payment in question has been made.

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

The US$ Definitive Notes to be issued on that exchange will be in registered
form each in the denomination of US$100,000 and multiples of US$1 in excess
thereof. If the Issuer fails to meet its obligations to issue US$ Definitive
Notes, this shall be without prejudice to the Issuer's obligations with respect
to the Notes under the Note Trust Deed, the Master Trust Deed, the Supplementary
Terms Notice and this US$ Book-Entry Note.

On an exchange of this Class A-1 Book-Entry Note, this Class A-1 Book-Entry Note
shall be surrendered to the Principal Paying Agent.

This Class A-1 Book-Entry Note shall not become valid for any purpose unless and
until the Certificate of Authentication attached has been signed by an
Authorised Signatory of the Principal Paying Agent (as defined in the
Supplementary Terms Notice).

This Class A-1 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-1Book-Entry Note to be signed
manually or in facsimile by a person duly authorised on its behalf.

Perpetual Trustees Consolidated Limited in its capacity as trustee of the
Crusade Global Trust No. 1 of 2004

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

IMPORTANT NOTICE:

(a)   The Class A-1 Notes do not represent deposits or other liabilities of
      St.George Bank Limited, ABN 92 055 513 070 ("St.George") or associates of
      St.George.

(b)   The holding of Class A-1 Notes is subject to investment risk, including
      possible delays in repayment and loss of income and principal invested.

(c)   Neither St.George, any associate of St.George, Perpetual Trustees
      Consolidated Limited, the Security Trustee, the Note Trustee nor any Note
      Manager in any way stands behind the capital value and/or performance of
      the Class A-1 Notes or the assets of the Trust except to the limited
      extent provided in the Transaction Documents for the Trust.

(d)   None of St.George, Perpetual Trustees Consolidated Limited, the Custodian
      (as defined in the Supplementary Terms Notice), the Servicer (as defined
      in the Supplementary Terms Notice), the Manager, the Security Trustee, the
      Note Trustee, the Currency Swap Provider (as defined in the Supplementary
      Terms Notice) or any of the Note Managers (as defined in the Supplementary
      Terms Notice) guarantees the payment of interest or the repayment of
      principal due on the Class A-1 Notes.


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

(f)   Without limiting the Conditions, the Issuer's liability to make payments
      in respect of the Class A-1 Notes is limited to its right of indemnity
      from the assets of the Trust from time to time available to make such
      payments under the Master Trust Deed and Supplementary Terms Notice. All
      claims against the Issuer in relation to the Class A-1 Notes can be
      enforced against the Issuer only to the extent to which it can be
      satisfied out of the assets of the Trust out of which the Issuer is
      actually indemnified for the liability except in the case of (and to the
      extent of) any fraud, negligence or Default (as defined in the Master
      Trust Deed) on the part of the Issuer.

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

                          CERTIFICATE OF AUTHENTICATION

This Class A-1 Book-Entry Note is to be authenticated by Deutsche Bank Trust
Company Americas and until so authenticated shall not be valid for any purpose.

DEUTSCHE BANK TRUST COMPANY AMERICAS as Principal Paying Agent


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Note Trust Deed                                           Allens Arthur Robinson
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Assignment

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

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

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

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

--------------------------------------------------------------------------------
                         (name and address of assignee)

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

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

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

Dated:
                  ------------------      --------------------------------------

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

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


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Schedule 2

Information to be contained in Noteholder's Report

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

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

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

      (c)   the Available Income;

      (d)   the Total Available Funds;

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

      (f)   the Redraw Shortfall;

      (g)   the Payment Shortfall (if any);

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

      (i)   the Principal Collections;

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

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

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

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

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

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

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

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

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


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Schedule 3

Terms and Conditions of the Class A-1 Notes

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The following, subject to amendments, are the terms and conditions of the Class
A-1 Notes, substantially as they will appear on the reverse of the Class A-1
Notes in definitive form. Class A-1 Notes in definitive form will only be issued
in certain circumstances. While the Class A-1 Notes remain in book-entry form,
the same terms and conditions govern them, except to the extent that they are
appropriate only to the Class A-1 Notes in definitive form. For a summary of the
provisions relating to the Class A-1 Notes in book-entry form, see the summary
at the end of this section.

            Paragraphs in italics are included by way of explanation only, and
            do not constitute part of the terms and conditions of the Class A-1
            Notes.

The issue of US$1,000,000,000 Mortgage Backed Pass Through Floating Rate Class
A-1 Notes due January 2035 (the Class A-1 Notes) and A$[500,000,000] Mortgage
Backed Pass Through Floating Rate Class A-2 Notes due January 2035 (the Class
A-2 Notes, and together with the Class A-1 Notes, the Class A Notes) and
A$[28,000,000] Mortgage Backed Pass Through Floating Rate Class B Notes due
January 2035 (the Class B Notes) and A$[4,300,000] Mortgaged Backed Pass Through
Floating Rate Class C Notes due January 2035 (the Class C Notes) (the Class B
Notes and the Class C Notes, together, are the A$ Notes and the $A Notes and the
Class A Notes, together, are the Notes) by Perpetual Trustees Consolidated
Limited, in its capacity as trustee of the Crusade Global Trust No. 1 of 2004
(the Trust) (in such capacity, the Issuer), was authorised by a resolution of
the Board of Directors of the Issuer passed on or about [*]. These Notes are (a)
issued subject to a Master Trust Deed (the Master Trust Deed) dated 14 March
1998 between the Issuer, Crusade Management Limited (in such capacity, the
Manager and, in the capacity of residual income beneficiary under the Trust, the
Residual Income Beneficiary) and St.George Bank Limited (St.George), a
Supplementary Terms Notice (the Supplementary Terms Notice) dated on or about
[*] between (among others) the Issuer and Deutsche Bank Trust Company Americas
(the note trustee for the time being referred to as the Note Trustee) as trustee
for the holders for the time being of the Class A-1 Notes (the Class A-1
Noteholders) (the holders for the time being of the A$ Notes being the A$
Noteholders and, together with the Class A-1 Noteholders, the Noteholders)) and
the Manager, and these terms and conditions (the Conditions); (b) constituted by
a Note Trust Deed dated on or about [*] (the Note Trust Deed) between the
Issuer, the Manager and the Note Trustee; and (c) secured by a Security Trust
Deed (the Security Trust Deed dated 31 December 2003 between the Issuer, the
Manager, the Note Trustee (by accession under the Supplementary Terms Notice)
and P.T. Limited (ABN 67 004 454 666 (the security trustee for the time being
referred to as 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 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 an
agency agreement (the Agency Agreement) dated on or about [*] between the
Issuer, the Manager, the Note Trustee and Deutsche Bank Trust Company Americas
acting through its office designated from time to time under the Agency
Agreement as Principal Paying Agent (the Principal Paying Agent, which
expression includes its successors as Principal Paying Agent under the Agency
Agreement) and Deutsche Bank Trust Company Americas, as


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calculation agent (the Calculation Agent, which expression includes its
successors as Calculation Agent under the Agency Agreement), and under which
further paying agents may be appointed (together with the Principal Paying
Agent, the Paying Agents, which expression includes the successors of each
paying agent as such under the Agency Agreement and any additional paying agents
appointed), payments in respect of the Class A-1 Notes will be made by the
Paying Agents and the Calculation Agent will make the determinations specified
in the Agency Agreement. The Class A-1 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 Terms
Notice, the Security Trust Deed, the Note Trust Deed, the Agency Agreement, the
Servicing Agreement dated 19 March 1998 and made between the Issuer, the Manager
and St.George as servicer (together with any substitute or successor, the
Servicer), the Custodian Agreement (the Custodian Agreement) dated 19 March 1998
and made between the Issuer, the Manager and St.George Custodial Pty Ltd as
custodian (together with any substitute or successor, the Custodian) and the
Indemnity (the Indemnity) dated 19 March 1998 between St.George as indemnifier
(in such capacity, the Indemnifier), the Manager, the Custodian and the Issuer
(together with the agreements with respect to the Basis Swap, the Fixed-Floating
Rate Swap and the Currency Swap (as each such term is defined below), those
documents the Relevant Documents and certain other transaction documents defined
as such in the Supplementary Terms Notice, the Transaction Documents). Copies of
the Transaction Documents are available for inspection at the principal office
of the Note Trustee, being at the date hereof 1761 East St. Andrew Place, Santa
Ana, California 92705-4934, and at the specified offices for the time being of
the Paying Agents.

In connection with the issue of the Class A-1 Notes, the Issuer has entered into
an ISDA (defined below) master interest rate exchange agreement dated on or
about [*] with St.George (the Basis Swap Provider) together with a confirmation
relating thereto dated on or about [*] (the Basis Swap). The Issuer has also
entered into an ISDA master interest rate exchange agreement dated on or about
[*] with St.George (the Fixed-Floating Rate Swap Provider) together with a
confirmation relating thereto dated on or about [*] (the Fixed-Floating Rate
Swap). The Issuer has also entered into an ISDA master currency exchange
agreement dated on or about [*] with [National Australia Bank Limited] (the
Currency Swap Provider) (the Currency Swap Provider together with the Basis Swap
Provider and the Fixed-Floating Rate Swap Provider, the Swap Providers) together
with a confirmation relating thereto dated on or about [*] in respect of a swap
transaction relating to each of the Class A-1 Notes the Currency Swaps).

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-1 Notes will be issued in registered form without interest
      coupons in minimum denominations of US$100,000 and multiples of US$1 in
      excess thereof.

      Each Class of Notes will be represented by one or more typewritten fully
      registered book-entry notes (each, a Book-Entry Note and collectively, the
      Book-Entry Notes) registered in the name of Cede & Co. as nominee of The
      Depository Trust Company (DTC). Beneficial interests in the 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 Book-Entry Notes on behalf of persons who have accounts with Euroclear
      and Clearstream, Luxembourg


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Note Trust Deed                                           Allens Arthur Robinson
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      through accounts maintained in the names of Euroclear or Clearstream,
      Luxembourg, or in the names of their respective depositories, with DTC.

      If the Issuer is obliged to issue Definitive Notes under clause 3.3 of the
      Note Trust Deed, interests in the applicable Book-Entry Note will be
      transferred to the beneficial owners thereof in the form of Definitive
      Notes, without interest coupons, in the denominations set forth above. A
      Definitive Note will be issued to each Noteholder in respect of its
      registered holding or holdings of Class A-1 Notes against delivery by such
      Noteholders of a written order containing instructions and such other
      information as the Issuer and Deutsche Bank Trust Company Americas, acting
      as note registrar (the Note Registrar) may require to complete, execute
      and deliver such Definitive Notes. In such circumstances, the Issuer will
      cause sufficient Definitive Notes to be executed and delivered to the Note
      Registrar for completion, authentication and dispatch to the relevant
      Noteholders.

2.    STATUS, SECURITY AND RELATIONSHIP BETWEEN THE CLASS A-1 NOTES AND THE A$
      NOTES

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

      The Class A-1 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, together with the Class A-2 Notes, pari passu and rateably
      without any preference or priority among themselves.

      The Class A-1 Notes are issued subject to the Master Trust Deed and the
      Supplementary Terms Notice and are secured by the same security as secures
      the A$ Notes and they, and the Class A-2 Notes, will rank in priority to
      the Class B Notes and Class C Notes in the event of the security being
      enforced and in respect of principal and interest (as set out in
      Conditions 4 and 5).

      The proceeds of the issue of the Class A-1 Notes and the A$ Notes are to
      be used by the Issuer to purchase an equitable interest in certain housing
      loans (the Loans) and certain related mortgages (the Mortgages) from
      St.George as an approved seller (the Approved Seller).

      In the event that the security for the Class A-1 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 whatsoever 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 Trust (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 arising and all claims in respect of such
      shortfall shall be extinguished (see further Condition 15). None of the
      Servicer, the Manager, St.George, the Note Trustee, the Security Trustee,
      the Swap Providers or the Note Managers (as defined in the Supplementary
      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-1 Noteholders as regards all the
      powers, trusts, authorities, duties and discretions of the Note Trustee
      (except where expressly provided otherwise).


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      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
      Mortgagee (as defined below).

3.    COVENANTS OF THE ISSUER

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

      So long as any of the Class A-1 Notes remains outstanding, the Issuer has
      made certain covenants for the benefit of the Class A-1 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 Trust until the Trust
      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:

      (i)    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;

      (ii)   subject to the Master Trust Deed, 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 Class C
             Noteholders, the Beneficiaries and the other Creditors of the Trust
             in accordance with its obligations under the relevant Transaction
             Documents;

      (iii)  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;

      (iv)   keep, or ensure that the Manager keeps, accounting records which
             correctly record and explain all amounts paid and received by the
             Issuer;

      (v)    keep the Trust separate from each other trust which is constituted
             under the Master Trust Deed and from its own assets and account for
             assets and liabilities of the Trust separately from those of other
             trusts constituted under the Master Trust Deed and from its own
             assets and liabilities;

      (vi)   do everything and take all such actions which are necessary
             (including obtaining all appropriate Authorisations which relate to
             it as trustee of the Trust and taking all actions necessary to
             assist the Manager to obtain all other appropriate Authorisations)
             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 under the Master Trust
             Deed;

      (vii)  not, as Issuer, engage in any business or activity in respect of
             the Trust except as contemplated or required by the Transaction
             Documents;

      (viii) except as contemplated or required by the Transaction Documents,
             maintain an independent and arm's length relationship with its
             related bodies corporate in relation to dealings affecting the
             Trust;


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      (ix)   except as contemplated or required by the Transaction Documents,
             not, in respect of the Trust, 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;

      (x)    comply with the rules and regulations of any stock exchange on
             which any Note is listed from time to time (the Stock Exchange);
             and

      (xi)   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 believes it will have a Material Adverse
             Effect.

(c)   Except as provided in any Transaction Document (and other than the charge
      given to the Security Trustee), the Issuer shall not, nor shall it permit
      any of its officers to, sell, mortgage, charge or otherwise encumber or
      part with possession of any assets of the Trust (the Trust 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 Servicers, the
      Noteholders, the Beneficiaries, the Note Manager or any other Creditors
      only if it is guilty of negligence, fraud or Default (as defined in
      Condition 15). The Issuer is not responsible for the acts or omissions of
      its agents or delegates (including persons referred to in clause 17.6 of
      the Master Trust Deed) selected by the Issuer in good faith using
      reasonable care except where the Trustee expressly instructs the agent or
      delegate to do or omit to do the relevant act, if the Trustee is aware of
      the default and does not take the action available to it under the
      Transaction Documents to address the act or omission or where the
      Transaction Documents expressly provide that the Trustee is so liable.

(e)   The Issuer will open and operate certain bank accounts in accordance with
      the Master Trust Deed and the Supplementary Terms Notice.

(f)   Subject to the Master Trust Deed and any Transaction Document to which it
      is a party, the Issuer shall act on all directions given to it by the
      Manager in accordance with the terms of the Master Trust Deed.

(g)   The Issuer shall properly perform the functions which are necessary for it
      to perform under all Transaction Documents in respect of the Trust.

4.    INTEREST

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

(a)   Payment Dates

      Each Class A-1 Note bears interest on its Invested Amount (as defined
      below) from and including [*] 2004 or such later date as may be agreed
      between the Issuer and the Managers for the issue of the Class A-1 Notes
      (the Closing Date). Interest in respect of the Class A-1 Notes will be
      payable quarterly in arrears on [*] in respect of the period from (and
      including the Closing Date and ending on (but excluding) [*] 2004 (the
      First Quarterly Payment Date) and thereafter on each [*], [*], [*] and [*]
      (each such date a Quarterly Payment Date). If any Payment Date would
      otherwise fall on a day which is not a Business Day (as defined below), it
      shall be postponed to the next day which is a Business Day, unless it
      would thereby fall into the next calendar month, in which case the due
      date shall be brought forward to the immediately the preceding Business
      Day. The final Quarterly Payment Date will be the earlier of the Final
      Maturity Date and the Payment Date on which the Notes are redeemed in
      full.


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      Business Day in this Condition 4 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 and Sydney.

      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-1 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.

      Interest shall cease to accrue on any Class A-1 Note for the period from
      (and including):

      (i)   the date on which the Stated Amount (as defined in Condition 5(a))
            of that Class A-1 Note is reduced to zero (provided that interest
            shall thereafter begin to accrue from (and including) any date on
            which the Stated Amount of the Class A-1 Note becomes greater than
            zero); or

      (ii)  if the Stated Amount of the Class A-1 Note on the due date for
            redemption is not zero, the due date for redemption of the Class A-1
            Note, unless, after the due date for redemption payment of principal
            due is improperly withheld or refused, following which interest
            shall continue to accrue on the Invested Amount of the Class A-1
            Note at the rate from time to time applicable to the Class A-1 Notes
            until the later of:

            (A)   the date on which the moneys in respect of that Class A-1 Note
                  have been received by the Note Trustee or the Principal Paying
                  Agent and notice to that effect is given in accordance with
                  Condition 12; and

            (B)   the Stated Amount of that Class A-1 Note has been reduced to
                  zero, providing that interest shall thereafter begin to accrue
                  from (and including) any date on which the Stated Amount of
                  that Class A-1 Note becomes greater than zero.

(b)   Interest Rate

      The rate of interest applicable from time to time to a Class of Notes (the
      Interest Rate) will be determined by the Calculation Agent on the basis of
      the following paragraphs.

      On the second Business Day before the beginning of each Interest Period
      (each an Interest Determination Date), the Calculation Agent will
      determine LIBOR as described in the definition of LIBOR set out in clause
      2.1 of the Supplementary Terms Notice.

      The Interest Rate applicable to the Class A-1 Notes for such Interest
      Period shall be determined by the Calculation Agent in the manner set out
      in the definition of Interest Rate set out in clause 2.1 of the
      Supplementary Terms Notice.

      The applicable Margin on each Class of Class A Notes is as set out in
      clause 4.2(d) of the Supplementary Terms Notice.

      There is no maximum or minimum Interest Rate.

(c)   Determination of Interest Rate and Calculation of Interest

      The Calculation Agent will, as soon as practicable after 11.00 am (New
      York time) on each Interest Determination Date, determine the Interest
      Rate applicable to, and calculate the amount of interest payable (the
      Interest) for the immediately succeeding Interest Period. The Interest is
      calculated in accordance with clause 4.8 of the Supplementary Terms
      Notice. The determination of the Interest Rate


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      and the Interest by the Calculation Agent shall (in the absence of
      manifest error) be final and binding upon all parties.

(d)   Notification and Publication of Interest Rate and Interest

      The Calculation Agent will cause the Interest Rate and the Interest
      applicable to each Class A-1 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 Interest, Interest Rate and the relevant Quarterly Payment Date 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 Interest Rate or calculate the Interest for a Class A-1 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-1 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. Notice of that termination will be
      given to the Class A-1 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)   Income distribution

      On each Quarterly Payment Date, and based on the calculations,
      instructions and directions provided to it by the Manager, the Issuer must
      pay or cause to be paid out of Total Available Funds, in relation to the
      Quarterly Collection Period (defined below) ending immediately before that
      Quarterly Payment Date, the amounts specified in clause 5.1(c) of the
      Supplementary Terms Notice in the order of priority specified in that
      clause.

      The Issuer shall only make a payment under any of the sub-paragraphs of
      clause 5.1(c) of the Supplementary Terms Notice if it is directed in
      writing by the Manager to do so and only to the extent that any Total
      Available Funds remain from which to make the payment after amounts with
      priority to that payment have been distributed.

      The Issuer is also required to make certain payments out of Total
      Available Funds on each Monthly Payment Date (as defined below) as more
      fully described in the Supplementary Terms Notice.

      Capitalised terms in this paragraph (g) have the same meaning given in the
      Supplementary Terms Notice unless otherwise defined in this document.


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5.    REDEMPTION AND PURCHASE

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

      Capitalised terms in this Condition 5 have the same meaning given in the
      Supplementary 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-1 Notes
            and the A$ Notes

            The Class A-1 Notes shall be subject to mandatory redemption in part
            on any Quarterly Payment Date if on that date there are any
            Principal Collections available to be distributed in relation to
            such Class A-1 Notes. The principal amount so redeemable in respect
            of each Class A-1 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 in respect of the Class A-1
            Notes as set out in Condition 5(b) on the day which is two Business
            Days prior to the Quarterly Payment Date (the Quarterly
            Determination Date) divided by the aggregate Invested Amount of all
            Class A-1 Notes, multiplied by the Invested Amount of that Note,
            provided always that no Principal Payment on a Class A-1 Note on any
            date may exceed the amount equal to the Invested Amount of that
            Class A-1 Note at that date less amounts charged off as at that date
            and not to be reinstated on the next Quarterly Payment Date, or to
            be charged off on the Quarterly Payment Date, as described in
            Condition 5(c) (that reduced amount being the Stated Amount of that
            Class A-1 Note).

            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.

            Following notification of the amount to be redeemed for each
            Quarterly Payment Date, the Manager will determine the Bond Factors
            for the Class A-1 Notes as of such Quarterly Payment Date and will
            notify the Issuer, the Calculation Agent, the Principal Paying Agent
            and the Note Trustee of this amount and shall cause the Bond Factor
            to be published pursuant to Condition 12.

      (b)   Principal Distributions on Notes

            On each Quarterly Payment Date, and based on the calculations,
            instructions and directions provided to it by the Manager, the
            Issuer must distribute or cause to be distributed out of Principal
            Collections, in relation to the Quarterly Collection Period ending
            immediately before that Quarterly Payment Date, the following
            amounts in the following order of priority:

            (i)   first, in the manner and order of priority set out in clause
                  5.4(c) of the Supplementary Terms Notice;

            (ii)  then:

                  (A)   prior to the Stepdown Date, or at any time if a Trigger
                        Event is subsisting, in the manner and order of priority
                        set out in clause 5.5 of the Supplementary Terms Notice;
                        and

                  (B)   on and after the Stepdown Date, provided that no Trigger
                        Event is subsisting, in the manner and order of priority
                        set out in clause 5.6 of the Supplementary Terms Notice.


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            The Issuer shall only make a payment under any of sub-paragraphs of
            clause 5.4(c), 5.5 and 5.6 (as applicable) if it is directed in
            writing to do so by the Manager and only to the extent that any
            Principal Collections remain from which to make the payment after
            amounts with priority to that payment have been distributed.

            The Issuer is also required to make certain payments out of
            Principal Collections (including allocating Principal Draws to Total
            Available Funds) on each Monthly Payment Date in accordance with the
            Supplementary Terms Notice.

      (c)   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.

      (d)   Excess Available Income - Reimbursement of Charge Offs and Principal
            Draw

            (i)   General

                  On each Quarterly Determination Date, the Manager must
                  determine, for a Quarterly Collection Period, the amount (if
                  any) by which the Total Available Funds for the Quarterly
                  Collection Period exceeds the Total Payments for the Quarterly
                  Collection Period (Excess Available Income).

            (ii)  Distribution of Excess Available Income

                  Subject to clause 5.2(b) of the Supplementary Terms Notice, on
                  each Quarterly Determination Date, the Manager must apply any
                  Excess Available Income for the Quarterly Collection Period
                  relating to that Quarterly Determination Date in the order of
                  priority specified in clause 5.2(a) of the Supplementary Terms
                  Notice.

      (e)   Excess Distribution

            The Issuer must at the written direction of the Manager pay any
            Excess Distribution for a Quarterly Collection Period to the
            Residual Income Beneficiary on the relevant Quarterly Payment Date.
            Once paid to the Residual Income Beneficiary, the Issuer may not
            recover any Excess Distributions from the Residual Income
            Beneficiary other than in the circumstances specified in clause 5.3
            of the Supplementary Terms Notice.

      (f)   US$ Account

            The Issuer shall direct the Currency Swap Provider to pay all
            amounts denominated in US$ payable to the Issuer by the Currency
            Swap Provider under the Currency Swap into the US$ Account or to the
            Principal Paying Agent under the Agency Agreement on behalf of the
            Issuer.

            The Issuer shall, on the direction of the Manager, or shall require
            that the Paying Agent on its behalf, pay all amounts credited to the
            US$ Account by the Currency Swap Provider as specified in clause
            5.15 of the Supplementary Terms Notice, and in accordance with the
            Note Trust Deed and the Agency Agreement.

      (g)   Charge Offs

            If the Principal Charge Offs for any Quarterly Collection Period
            exceed the Excess Available Income calculated on the Quarterly
            Determination Date for that Quarterly Collection Period, the Manager
            must, on and with effect from the Quarterly Payment Date immediately
            following


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            the end of the Quarterly Collection Period comply with clause 5.13
            of the Supplementary Terms Notice.

      (h)   Calculation of Principal Payments and Stated Amount

            On (or as soon as practicable after) each Determination Date, the
            Manager shall calculate the amount of principal to be repaid in
            respect of each Class A-1 Note, due on the Payment Date next
            following that Determination Date; (B) the Stated Amount and
            Invested Amount of each 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 (C) the Bond Factor for each Class on each
            Quarterly Determination Date in respect of the Collection Period
            ending before that Quarterly Determination Date.

            The Manager will notify the Issuer, the Note Trustee, the Principal
            Paying Agent and the Calculation Agent by not later than (or as soon
            as practicable after) the Quarterly Determination Date immediately
            preceding the relevant Quarterly Payment Date of each such
            determination and will immediately cause details of each of those
            determinations to be published in accordance with Condition 12 by
            one Business Day before the relevant Payment Date. If no Principal
            Payment is due to be made on the Class A-1 Notes on any Payment Date
            a notice to this effect will be given to the Class A-1 Noteholders
            in accordance with Condition 12.

            If the Manager does not at any time for any reason determine a
            Principal Payment, the Invested Amount or the Stated Amount
            applicable to Class A-1 Notes in accordance with this paragraph, the
            Principal Payment, Invested Amount and the Stated Amount shall be
            determined by the Calculation Agent in accordance with this
            paragraph and paragraph (i) above (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), purchase or redeem all, but not some only, of the Class A-1
            Notes in accordance with, and in the circumstances specified in
            clause 7.1 of the Supplementary Terms Notice.

            Section 7.1 of the Supplementary Terms Notice requires the Issuer to
            give not more than 60 nor less than 45 days' notice to the Class A-1
            Noteholders of a repurchase under that section 7.1.

      (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 that either (i) 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-1 Notes or the Currency Swap 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 (ii) the total
            amount payable in respect of interest in relation to any of the
            Loans for a Collection Period ceases to be receivable (whether or
            not actually received) by the Issuer during such Collection Period,
            the Issuer must, when so directed by the Manager, at


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            the Manager's option (subject to the provisos specified in clause
            7.1 of the Supplementary Terms Notice) redeem all, but not some
            only, of the Class A-1 Notes in accordance with clause 7.1 of the
            Supplementary Terms Notice.

      (k)   Redemption on Final Maturity

            If not otherwise redeemed, the Class A-1 Notes will be redeemed at
            their Stated Amount on the Quarterly Payment Date falling in [*].

      (l)   Cancellation

            All Class A-1 Notes redeemed in full pursuant to the above
            provisions will be cancelled forthwith, and may not be resold or
            reissued.

      (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 on behalf of the Issuer certifying
            or stating the opinion of each person signing such certificate as:

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

            (ii)  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

            (iii) that the Issuer will be in a position to discharge all its
                  liabilities in respect of the relevant Class A-1 Notes and any
                  amounts required under the Security Trust Deed to be paid in
                  priority to or pari passu with those Class A-1 Notes,

            and such officer's certificate shall be conclusive and binding on
            the Trustee, the Note Trustee and the holders of those Class A-1
            Notes.

6.    PAYMENTS

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

      (a)   Method of payment

            Any instalment of interest or principal, payable on any Class A-1
            Note which is punctually paid or duly provided for by the Trustee to
            the Paying Agent on the applicable Payment Date or Maturity Date
            shall be paid to the person in whose name such Class A-1 Note is
            registered on the Record Date, by cheque mailed first-class, postage
            prepaid, to such person's address as it appears on the Note Register
            on such Record Date, except that, unless Definitive Notes have been
            issued pursuant to clause 3.3, with respect to Class A-1 Notes
            registered on the Record Date in the name of the nominee of the
            Clearing Agency (initially 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-1 Note on a Payment Date or Maturity
            Date.


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      (b)   Initial Principal Paying Agent

            The initial Principal Paying Agent is Deutsche Bank Trust Company
            Americas at its office at 1761 East St. Andrew Place, Santa Ana,
            California 92705-4934 or such other office as designated from time
            to time under the Agency Agreement.

      (c)   Paying Agents

            The Issuer (or the Manager on its behalf with the consent of the
            Issuer, such consent not to be unreasonably withheld), may at any
            time (with the previous written approval of the Note Trustee) vary
            or terminate the appointment of any Paying Agent and appoint
            additional or other Paying Agents, provided that it will at all
            times maintain a Paying Agent having a specified office in New York
            City, California or such other jurisdiction as the Paying Agent, the
            Manager and the Trustee may agree from time to time. 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 Business Days

            Payments in respect of any amount of principal or Interest in
            respect of any Class A-1 Note shall be made on a Business Day.

      (e)   Interest

            If Interest is not paid in respect of a Class A-1 Note on the date
            when due and payable (other than because the due date is not a
            Business Day), that unpaid Interest shall itself bear interest at
            the Interest Rate applicable from time to time to the Class A-1
            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-1 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-1 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 will be obliged to make any additional payments to Class A-1
      Noteholders in respect of that withholding or deduction.

8.    PRESCRIPTION

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

      A Class A-1 Note shall become void in its entirety unless surrendered for
      payment within ten years of the Relevant Date in respect of any payment on
      it the effect of which would be to reduce the Stated Amount (in the case
      of final maturity, if applicable) or the Invested Amount of that Class A-1
      Note to zero. After the date on which a Class A-1 Note becomes void in its
      entirety, no claim may be made in respect of it.


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      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

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

      Clause 8.1 of the Security Trust Deed sets out which events constitute an
      Event of Default (whether or not it is within the control of the Issuer)
      for the purpose of these Conditions and the Security Trust Deed.

      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 shall
      (subject to being appropriately indemnified), if so directed by (a) the
      Noteholder Mortgagees (as defined in the Security Trust Deed) alone, where
      the Noteholder Mortgagees are the only Voting Mortgagees, or otherwise (b)
      an "Extraordinary Resolution of the Voting Mortgagees" (being 75% of votes
      capable of being cast by Voting Mortgagees present in person or by proxy
      of the relevant meeting or a written resolution signed by all Voting
      Mortgagees) of the Voting Mortgagees (which includes the Note Trustee on
      behalf of Class A-1 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-1 Noteholders themselves), declare the Class A
      Notes immediately due and payable and declare the security to be
      enforceable. If an Extraordinary Resolution of Voting Mortgagees referred
      to above elects not to direct the Security Trustee to enforce the Security
      Trust Deed, in circumstances where the Security Trustee could enforce, the
      Noteholder Mortgagees (in the case of the Class A-1 Noteholders, as
      represented by the Note Trustee acting at the direction of the Class A-1
      Noteholders) may nevertheless direct the Security Trustee to enforce the
      Security Trust Deed on behalf of the Noteholders.

      Voting Mortgagee has the meaning given to it in the Supplementary Terms
      Notice.

      Any reference to the Noteholder Mortgagees while they are the only Voting
      Mortgagees or where their consent is required under the Security Trust
      Deed in relation to a direction or act of the Security Trustee, means
      Noteholder Mortgagees representing more than 50% of the aggregate Invested
      Amount of the Class A-1 Notes and the A$ Notes.

      Subject to being indemnified in accordance with the Security Trust Deed,
      the Security Trustee shall take all action necessary to give effect to any
      direction by the Noteholder Mortgagees where they are the only Voting
      Mortgagees or to any Extraordinary Resolution of the Voting Mortgagees and
      shall comply with all directions given by the Note Trustee where it is the
      only Voting Mortgagee or contained in or given pursuant to any
      Extraordinary Resolution of the Voting Mortgagees in accordance with the
      Security Trust Deed.


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      No Class A-1 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-1 Notes remains outstanding and are due and payable
      otherwise than by reason of a default in payment of any amount due on the
      Class A-1 Notes, the Note Trustee must not vote under the Security Trust
      Deed to, or otherwise direct the Security Trustee to, dispose of the
      Mortgaged Property unless either:

      o     a sufficient amount would be realised to discharge in full all
            amounts owing to the Class A-1 Noteholders and any other amounts
            payable by the Issuer ranking in priority to or pari passu with the
            Class A-1 Notes; or

      o     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 (i).

      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 Mortgaged Property
      or any other property which is charged to the Security Trustee by any
      other person in respect of or relating to the obligations of the Issuer or
      any third party in respect of the Issuer or the Class A-1 Notes or
      relating in any way to the Mortgaged Property. Without limitation, neither
      the Note Trustee nor the Security Trustee shall be liable for any such
      decline or loss directly or indirectly arising from its acting, or failing
      to act, as a consequence of an opinion reached by it.

      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 or any Class A-1 Notes on behalf of the Class A-1 Noteholders unless
      directed or requested to do so by Noteholders holding at least 75% of the
      aggregate Invested Amount of Class A-1 Notes 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-1 Noteholder is entitled
      to proceed directly against the Issuer to enforce the performance of any
      of the provisions of the Security Trust Deed or the Class A-1 Notes
      (including these Conditions).

      The rights, remedies and discretions of the Class A-1 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-1 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-1 Noteholders
      from time to time and need not enquire whether the Note Trustee or the


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      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
      Mortgagees in accordance with the Security Trust Deed.

      Upon enforcement of the security created by the Security Trust Deed, the
      net proceeds thereof 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, the proceeds of or amounts credited to the
      collateral account under the Liquidity Facility Agreement (as defined in
      the Master Trust Deed) and payable to the Liquidity Facility Provider (as
      defined in the Master Trust Deed) and the proceeds of cash collateral
      lodged with and payable to a Swap Provider or other provider of a Support
      Facility (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
      Noteholders remaining after realization of the security and application of
      the proceeds as aforesaid shall, except in certain limited circumstances,
      be extinguished.

11.   Replacements of Class A-1 Notes

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

      If any Class A-1 Note is lost, stolen, mutilated, defaced or destroyed, it
      may be replaced at the specified office of the Principal Paying Agent
      located at 1761 East St. Andrew Place, Santa Ana, California 92705-4934 or
      such other office as may be designated from time to time under the Agency
      Agreement, 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 Issuer may reasonably require. Mutilated or defaced Class
      A-1 Notes must be surrendered before replacements will be issued.

12.   NOTICES

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

      All notices, other than notices given in accordance with the following
      paragraph, to Class A-1 Noteholders shall be deemed given if in writing
      and mailed, first-class, postage prepaid to each Class A-1 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-1 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-1 Noteholder shall
      affect the sufficiency of such notice with respect to other Class A-1
      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-1 Noteholder,
      either before or after the event, and such waiver shall be the equivalent
      of such notice. Waivers of notice by Class A-1 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.

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

      In case, by reason of the suspension of regular mail services as a result
      of a strike, work stoppage or similar activity, it shall be impractical to
      mail notice of any event to Class A-1 Noteholders when such


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      notice is required to be given, then any manner of giving such notice as
      the Trustee shall direct the Note Trustee shall be deemed to be a
      sufficient giving of such notice.

      Any notice required to be given by the Principal Paying Agent at any time
      shall be deemed to have been duly given if the information contained in
      such notice appears on the relevant page of the Reuters Screen, on the
      Website (as defined below) or such other similar electronic reporting
      service as may be approved by the Note Trustee and notified to Class A-1
      Noteholders (the Relevant Screen). Any such notice shall be deemed to have
      been given on the first date on which such information appeared on the
      Relevant Screen. If it is impossible or impracticable to give notice in
      accordance with this paragraph then notice of the matters referred to in
      this Condition shall be given in accordance with the preceding paragraph.

      Website means the website at the following address:

                     https://www.corporatetrust.db.com/invr

      or such other website as the Principal Paying Agent shall notify the Note
      Trustee, the Trustee, the Manager and the Class A-1 Noteholders, in
      accordance with this Condition, from time to time.

      All consents and approvals in these Conditions are to be given in writing.

13.   MEETINGS OF VOTING MORTGAGEES AND MEETINGS OF CLASS A-1 NOTEHOLDERS;
      MODIFICATIONS; CONSENTS; WAIVER

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

      The Security Trust Deed contains provisions for convening meetings of the
      Voting Mortgagees to, among other things, enable the Voting Mortgagees 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
      Mortgagees to direct the Security Trustee to enforce the Security Trust
      Deed.

      The Note Trust Deed contains provisions for convening meetings of Class
      A-1 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 Extraordinary Resolution of the Class A-1 Noteholders of a modification
      of the Class A-1 Notes (including these 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-1
      Notes, or a modification which would have the effect of altering the
      amount of interest payable in respect of a Class A-1 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-1 Notes, reducing or
      cancelling the amount of principal payable in respect of any Class A-1
      Notes or altering the majority required to pass an Extraordinary
      Resolution or altering the currency of payment of any Class A-1 Notes or
      the Coupons or an alteration of the date or priority of payment of
      interest on, or redemption of, the Class A-1 Notes or an election to
      receive the Stated Amount of the Notes instead of the Invested Amount 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-1 Noteholders as
      described below. The quorum at any meeting of Class A-1 Noteholders for
      passing an Extraordinary Resolution shall be two or more persons holding
      or representing over 50% of the aggregate Invested Amount of the Class A-1


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      Notes then outstanding or, at any adjourned meeting, two or more persons
      being or representing Class A-1 Noteholders whatever the aggregate
      Invested Amount of the Class A-1 Notes so held or represented except that,
      at any meeting the business of which includes the sanctioning of a Basic
      Terms Modification, the necessary quorum for passing an Extraordinary
      Resolution shall be two or more persons holding or representing 75% or at
      any adjourned such meeting 25%, or more of the aggregate Invested Amount
      of the Class A-1 Notes then outstanding. The Note Trust Deed contains
      provisions limiting the powers of the Class A-1 Noteholders, among other
      things, to request or direct the Note Trustee to take any action or to
      pass an effective Extraordinary Resolution according to the effect thereof
      on the interests of the Class A-1 Noteholders. Except in certain
      circumstances, the Note Trust Deed imposes no such limitations on the
      powers of the Class A-1 Noteholders, the exercise of which will be binding
      on the Class A-1 Noteholders, irrespective of the effect on their
      interests. An Extraordinary Resolution passed at any meeting of Class A-1
      Noteholders shall be binding on all Class A-1 Noteholders, whether or not
      they are present at the meeting, and on all Couponholders. The majority
      required for an Extraordinary Resolution shall be 75% of the votes cast in
      respect of that Extraordinary Resolution.

      The Note Trust Deed permits the Note Trustee, the Manager and the Trustee
      to, following the giving of not less than 10 Business Days' notice to each
      Designated Rating Agency, alter, add to or modify, by way of supplemental
      deed, the Note Trust Deed (including the meeting and amendment
      provisions), the Conditions (subject to the proviso more fully described
      in clause 37.2 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 Trust); or

      o     in the opinion of the Note Trustee not materially prejudicial to the
            interests of the Class A-1 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 this deed, other than an alteration, addition or
      modification referred to above, is materially prejudicial or likely to be
      materially prejudicial to the interests of Class A-1 Noteholders as a
      whole or any Class of Class A-1 Noteholders, the Note Trustee, the Manager
      and the Trustee may make that alteration, addition or


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      modification only if sanctioned in writing by holders of at least 75% of
      the aggregate Invested Amount of the Class A-1 Notes.

      The Note Trustee may also, in accordance with the Note Trust Deed and
      without the consent of the Class A-1 Noteholders or the Couponholders (but
      not in contravention of an Extraordinary Resolution), waive or authorise
      any breach or proposed breach of the Class A-1 Notes (including these
      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-1 Noteholders and the
      Couponholders and, if, but only if, the Note Trustee so requires, any such
      modification shall be notified to the Class A-1 Noteholders in accordance
      with Condition 12 as soon as practicable.

      The Manager shall distribute to all Class A-1 Noteholders and the
      Designated Rating Agencies a copy of any amendments made in accordance
      with the procedure described in that clause 19 of the Note Trust Deed and
      under the relevant Condition 12 as soon as reasonably practicable after
      the amendment has been made.

      Any amendment made will be binding on Noteholders and shall conform to the
      requirements of the TIA as then in effect so long as the Note Trust Deed
      shall be qualified under the TIA.

14.   INDEMNIFICATION AND EXONERATION OF THE NOTE TRUSTEE AND THE SECURITY
      TRUSTEE

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      (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-1 Notes 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 breach of trust (in the
            case of the Security Trustee) or negligence, fraud, default or
            breach of trust (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, Mortgaged Property or any
            deeds or documents of title thereto, being uninsured or inadequately
            insured or being held by or to the order of the Servicer or any of
            its affiliates or by clearing organisations or their 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.


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15.   LIMITATION OF LIABILITY OF THE ISSUER

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      (a)   General

            Clause 30 of the Master Trust Deed applies to the obligations and
            liabilities of the Issuer in relation to the Class A-1 Notes.

      (b)   Liability of Issuer limited to its right of indemnity

            (i)    The Issuer enters into the Transaction Documents and issues
                   the Notes only in its capacity as trustee of the Trust and in
                   no other capacity (except where the Transaction Documents
                   provide otherwise). Subject to paragraph (iii) below, a
                   liability arising under or in connection with the Transaction
                   Documents or the Trust can be enforced against the Issuer
                   only to the extent to which it can be satisfied out of the
                   assets and property of the Trust which are available to
                   satisfy the right of the 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 or the
                   Trust.

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

            (iii)  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 Trust as a result of the Issuer's fraud, negligence or
                   Default.

            (iv)   It is acknowledged that the Relevant Parties are responsible
                   under the Transaction Documents for performing a variety of
                   obligations relating to the Trust. No act or omission of the
                   Issuer (including any related failure to satisfy its
                   obligations under the Transaction Documents) will be
                   considered fraud, negligence or Default of the Issuer for the
                   purpose of paragraph (iii) 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 Trust or by any other act or omission of a Relevant Party
                   or any such person.

            (v)    In exercising their powers under the Transaction Documents,
                   each of the Issuer, the Security Trustee and the Noteholders
                   must ensure that no attorney, agent, delegate, receiver or
                   receiver and manager appointed by it in accordance with a
                   Transaction Document 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


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                   considered fraud, negligence or Default of the Issuer for the
                   purpose of paragraph (iii).

            (vi)   In this Condition 15, Relevant Parties means each of the
                   Manager, the Servicer, the Calculation Agent, each Paying
                   Agent, the Note Registrar, the Note Trustee, the Custodian,
                   the Basis Swap Provider, the Fixed-Floating Rate Swap
                   Provider and the Currency Swap Provider.

            (vii)  In this Condition 15, Default means a failure by the Issuer
                   to comply with an obligation which is expressly imposed on it
                   by the terms of a Transaction Document or a written direction
                   given by the Manager in accordance with a Transaction
                   Document (and in terms which are consistent with the
                   requirements of the Transaction Documents) in circumstances
                   where the Transaction Documents require or contemplate that
                   the Issuer will comply with that direction; in each case
                   within any period of time specified in, or contemplated by,
                   the relevant Transaction Document for such compliance.
                   However, it will not be the Default of the Issuer if the
                   Issuer does not comply with an obligation or direction where
                   the Note Trustee or the Security Trustee directs the Issuer
                   not to comply with that obligation or direction.

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

16.   GOVERNING LAW

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      Except for:

      (a)   the Currency Swap which is governed by the laws of England and
            Wales; and

      (b)   the administration of the Trust (as defined in the Note Trust Deed),
            including the exercise of the Note Trustee's powers under clause 13
            of the Note Trust Deed, which are both governed by the law of the
            State of New York and in the event of any inconsistency between the
            operation of the law of New South Wales, Australia and the law of
            the State of New York in respect of the application of those powers,
            the law of the State of New York will prevail to the extent of the
            inconsistency,

      the Class A-1 Notes and the Relevant Documents are governed by, and shall
      be construed in accordance with, the laws of New South Wales, Australia.


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              Summary of Provisions Relating to the Class A-1 Notes
                            While in Book-Entry Form

Each Class of the Class A-1 Notes will initially be represented by typewritten
book-entry notes (the Book-Entry Notes), without coupons, in the principal
amount of US$1,000,000,000. The Book-Entry Notes will be deposited with the
Common Depositary for DTC on or about the Closing Date. Upon deposit of the
Book-Entry Notes with the Common Depositary, DTC will credit each investor in
the Class A-1 Notes with a principal amount of Class A-1 Notes for which it has
subscribed and paid.

The Book-Entry Note will be exchangeable for definitive Class A-1 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-1 Notes will be entitled to be treated by the Issuer
and the Note Trustee as a holder of such principal amount of Class A-1 Notes and
the expression Class A-1 Noteholder shall be construed accordingly, but without
prejudice to the entitlement of the holder of the 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-1 Notes for so long as the Class A-1 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.

(a)   Payments

Interest and principal on each Book-Entry Note will be payable by the Principal
Paying Agent to the Common Depositary.

Each of the persons appearing from time to time as the beneficial owner of a
Class A-1 Note will be entitled to receive any payment so made in respect of
that Class A-1 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-1 Notes which must be made by the holder of the
relevant Book-Entry Note, for so long as such Book-Entry Note is outstanding.

A record of each payment made on a Book-Entry Note, distinguishing between any
payment of principal and any payment of interest, will be recorded in the Note
Register by the Principal Paying Agent and such record shall be prima facie
evidence that the payment in question has been made.

(b)   Exchange

The Book-Entry Note will be exchangeable for definitive Class A-1 Notes only if:

(i)   the Trust Manager advises the Principal Paying Agent in writing that the
      Clearing Agency is no longer willing or able properly to discharge its
      responsibilities with respect to the Class A-1 Notes or the Clearing
      Agency ceases to carry on business, and the Trust Manager is unable to
      located a qualified successor;

(ii)  the Issuer, at the direction of the Trust Manager (at the Trust Manager's
      option) advises the Principal Paying Agent in writing that the book-entry
      system through the Clearing Agency is or is to be terminated; or


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(iii) after the occurrence of an Event, of Default the Class A-1 Note Owner's
      representing beneficial interests aggregating to at least a majority of
      the aggregate Invested Amount of the Class A-1 Notes advise the Principal
      Paying Agent and Issuer through the Clearing Agency in writing that the
      continuation of a book-entry system through the Clearing Agency is no
      longer in the best interest of the Note Owners,

(iv)  then the Principal Paying Agent shall notify all Class A-1 Note Owners and
      the Issuer of the occurrence of any such event and of the availability of
      Definitive Notes to Class A-1 Note Owners requesting the same. Upon the
      surrender of the 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 Definitive Notes in accordance
      with the instructions of the Clearing Agency.

(c)   Notices

So long as the Notes are represented by the Book-Entry Note and the same is/are
held on behalf of the Clearing Agency, notices to Class A-1 Noteholders may be
given by delivery of the relevant notice to the Clearing Agency for
communication by them to entitled account holders in substitution for delivery
to each Class A-1 Noteholder as required by the Conditions.

(d)   Cancellation

Cancellation of any Class A-1 Note required by the Conditions will be effected
by reduction in the principal amount of the relevant Book-Entry Note.


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