<PAGE>

SUPPLEMENTARY TERMS NOTICE
------------------------------------------------------------------
Perpetual Trustees Consolidated Limited
(Trustee)

CRUSADE MANAGEMENT LIMITED
(Manager)

ST.GEORGE BANK LIMITED
(Approved Seller)

ST.GEORGE BANK LIMITED
(Servicer)

ST.GEORGE BANK LIMITED
(Indemnifier)

ST.GEORGE CUSTODIAL PTY LIMITED
(Custodian)

P.T. LIMITED
(Security Trustee)

WILMINGTON TRUST COMPANY
(Note Trustee)

Crusade Global Trust No. 1 of 2001







ALLEN ALLEN & HEMSLEY
The Chifley Tower
2 Chifley Square
Sydney  NSW  2000
Australia
Tell  61  2 9230 4000
Fax  61  2 9230 5333



(C)Copyright Allen Allen & Hemsley 2001




<PAGE>


-----------------------------------------------------------------------------
Supplementary Terms Notice                               Allen Allen & Hemsley
-----------------------------------------------------------------------------



<TABLE>

TABLE OF CONTENTS
<S>                                                                                          <C>
1.       INTRODUCTION                                                                           1

2.       DEFINITIONS AND INTERPRETATION                                                         2
2.1      Definitions                                                                            2
2.2      Interpretation                                                                        27
2.3      Limitation of liability                                                               27
2.4      Knowledge of Trustee                                                                  28

3.       DIRECTION AND TRUST BACK                                                              28

4.       NOTES                                                                                 29
4.1      Conditions of Notes                                                                   29
4.2      Summary of conditions of Notes                                                        29
4.3      Issue of Notes                                                                        33
4.4      Trustee's Covenant to Noteholders and the Note Trustee                                33
4.5      Repayment of Notes on Payment Dates                                                   34
4.6      Final Redemption                                                                      34
4.7      Period During Which Interest Accrues                                                  34
4.8      Calculation of Interest                                                               34
4.9      Step-Up Margin                                                                        35
4.10     Aggregate receipts                                                                    36

5.       CASHFLOW ALLOCATION METHODOLOGY                                                       36
5.1      Total Available Funds                                                                 36
5.2      Excess Available Income - Reimbursement of Charge Offs and Principal Draws            38
5.3      Excess Distribution                                                                   39
5.4      Initial Principal Distributions                                                       40
5.5      Principal Distributions prior to Stepdown Date                                        41
5.6      Principal distributions after Stepdown Date                                           42
5.7      Final Maturity Date                                                                   43
5.8      Redraws                                                                               43

<PAGE>

5.9      Determination Date - Payment Shortfall                                                44
5.10     Allocating Liquidation Losses                                                         45
5.11     Insurance claims                                                                      45
5.12     Payments before Payment Date                                                          45
5.13     Charge Offs                                                                           46
5.14     Payments into US$ Account                                                             46
5.15     Payments out of US$ Account                                                           47
5.16     Rounding of amounts                                                                   47
5.17     Manager's Report                                                                      47
5.18     Payment Priorities Following an Event of Default:  Security Trust Deed                47
5.19     Prescription                                                                          48
5.20     Accounting Procedures:  Principal & Interest                                          48
5.21     Replacement of Currency Swap                                                          48
5.22     Notice of calculations                                                                49
5.23     Bond Factors                                                                          49
5.24     Loan Offset Interest                                                                  49

6.       MASTER TRUST DEED AND SERVICING AGREEMENT                                             50
6.1      Completion of details in relation to Master Trust Deed                                50
6.2      Amendments to Master Trust Deed                                                       52
6.3      Amendments to the Servicing Agreement                                                 88

7.       CALL AND TAX REDEMPTION                                                               88
7.1      Call                                                                                  88
7.2      Tax Event                                                                             89

8.       SUBSTITUTION OF PURCHASED RECEIVABLES                                                 90
8.1      Approved Seller substitution                                                          90
8.2      Other substitutions                                                                   90
8.3      Selection criteria                                                                    91

9.       APPLICATION OF THRESHOLD RATE                                                         92
9.1      Calculation of Threshold Rate                                                         92
9.2      Setting Threshold Rate                                                                92
9.3      Loan Offset Deposit Accounts                                                          92

<PAGE>

10.      TITLE PERFECTION EVENTS                                                               92

11.      BENEFICIARY                                                                           93

12.      NOTE TRUSTEE                                                                          94
         12.1     Capacity                                                                     94
         12.2     Exercise of rights                                                           94
         12.3     Representation and warranty                                                  94
         12.4     Payments                                                                     94
         12.5     Payment to be made on Business Day                                           94

13.      SECURITY TRUST DEED                                                                   94

14.      CUSTODIAN AGREEMENT                                                                   95

15.      MANAGER'S DIRECTIONS TO BE IN WRITING                                                 95

16.      UNDERTAKINGS BY SELLER AND SERVICER                                                   95

17.      TAX REFORM                                                                            95

SCHEDULE 1                                                                                    100

SCHEDULE 2                                                                                    102
         Application for A$ Notes                                                             102
         Crusade Global Trust No. 1 of 2001                                                   102

SCHEDULE 3                                                                                    105
         Note Acknowledgment                                                                  105
         Crusade Global Trust No.1 of 2001                                                    105

SCHEDULE 4                                                                                    107
         Note Transfer and Acceptance                                                         107
         Crusade Global Trust No.1 of 2001                                                    107
</TABLE>





<PAGE>

1.       INTRODUCTION


         This Supplementary Terms Notice is issued on           2001 pursuant
         and subject to the Master Trust Deed dated 14 March 1998 (the MASTER
         TRUST DEED) between:

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

         CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) of 4-16 Montgomery
         Street, Kogarah, New South Wales 2217 as Manager (the MANAGER);

         ST.GEORGE BANK LIMITED (ABN 92 055 513 070) of 4-16 Montgomery Street,
         Kogarah, New South Wales 2217 in its capacity as Servicer, Approved
         Seller and Indemnifier (ST.GEORGE);

         ST.GEORGE CUSTODIAL PTY LIMITED (ABN 87 003 347 411) of 4-16 Montgomery
         Street, Kogarah, New South Wales 2217 (the CUSTODIAN);

         P.T. LIMITED (ABN 67 004 454 666) of Level 7, 39 Hunter Street Sydney,
         New South Wales 2000 (the SECURITY TRUSTEE); and

         WILMINGTON TRUST COMPANY of Rodney Square North, 110 North Market
         Street, Wilmington Delaware 19890-0001 (the NOTE TRUSTEE) which has
         agreed to act as note trustee in relation to Notes issued by the Trust
         under the Note Trust Deed and in accordance with this Supplementary
         Terms Notice.

         This Supplementary Terms Notice is issued by the Manager and applies in
         respect of Crusade Global Trust No. 1 of 2001.

         Each party to this Supplementary Terms Notice agrees to be bound by the
         Transaction Documents as amended by this Supplementary Terms Notice in
         the capacity set out with respect to them in this Supplementary Terms
         Notice or the Master Trust Deed.

         The parties agree that the Approved Seller is to be an Approved Seller
         for the purposes of the Master Trust Deed, this Supplementary Terms
         Notice and the other Transaction Documents for the Trust.

         The parties agree that the Servicer is to be a Servicer for the
         purposes of the Master Trust Deed, this Supplementary Terms Notice and
         the other Transaction Documents for the Trust.

         The parties agree that the Custodian is to be a Custodian for the
         purposes of the Master Trust Deed, this Supplementary Terms Notice and
         the other Transaction Documents for the Trust.


                                                                          Page 1
<PAGE>

2.       DEFINITIONS AND INTERPRETATION

2.1      DEFINITIONS

         Unless otherwise defined in this Supplementary Terms Notice, words and
         phrases defined in the Master Trust Deed have the same meaning where
         used in this Supplementary Terms Notice.

         In this Supplementary Terms Notice, and for the purposes of the
         definitions in the Master Trust Deed, the following terms have the
         following meanings unless the contrary intention appears. These
         definitions apply only in relation to the Crusade Global Trust No. 1 of
         2001, and do not apply to any other Trust (as defined in the Master
         Trust Deed).

         A$ CLASS A INTEREST AMOUNT means, for any Quarterly Payment Date in
         relation to a Confirmation for US$ Notes, the amount in Australian
         dollars which is calculated:

         (a)      on a daily basis at AUD-BBR-BBSW, as defined in the ISDA
                  Definitions, as at the first day of the Interest Period ending
                  on (but excluding) that Payment Date with a designated
                  maturity of 90 days (or, in the case of the first Interest
                  Period, 60 days) plus the relevant Spread;

         (b)      on the A$ Equivalent of the aggregate of the Invested Amount
                  of those Class A Notes as at the first day of the Interest
                  Period ending on (but excluding) that Payment Date; and

         (c)      on the basis of the actual number of days in that Interest
                  Period and a year of 365 days.

         A$ EQUIVALENT means:

         (a)      in relation to an amount denominated or to be denominated in
                  US$, the amount converted to (and denominated in) A$ at the A$
                  Exchange Rate; or

         (b)      in relation to an amount denominated or to be denominated in
                  A$, the amount of A$.

         A$ EXCHANGE RATE means, on any date, the rate of exchange (set as at
         the commencement of a Currency Swap) applicable under that Currency
         Swap for the exchange of United States dollars for Australian dollars.

         A$ NOTEHOLDER means a Noteholder of an A$ Note.

         A$ NOTE means a Class A-3 Note, a Class B Note or a Class C Note.

         ACCRUED INTEREST ADJUSTMENT means, in relation to the Approved Seller,
         all interest and fees accrued on the Purchased Receivables purchased
         from the Approved Seller up to (but excluding) the Closing Date which
         are unpaid as at the close of business on the Closing Date.

         AGENCY AGREEMENT means the Agency Agreement dated on or about the date
         of this Deed between the Trustee, the Manager, the Note Trustee, the
         Principal Paying Agent, the other Paying Agents and the Calculation
         Agent.



                                                                          Page 2
<PAGE>

         ARREARS subsist in relation to a Receivable at any time if, at that
         time, the principal outstanding under that Receivable is greater than
         the scheduled principal balance for that Receivable.

         ARREARS PERCENTAGE means, for any Payment Date:

         (a)      the aggregate Unpaid Balance of all Purchased Receivables
                  which are in Arrears by 60 consecutive days or more as at the
                  end of the Collection Period immediately preceding that
                  Payment Date;

         divided by

         (b)      the aggregate Unpaid Balance of all Purchased Receivables as
                  at the end of the Collection Period immediately preceding that
                  Payment Date,

         expressed as a percentage.

         ASSET has the meaning in the Master Trust Deed and includes any Loan or
         any Mortgage specified in a Sale Notice or any Mortgage, Related
         Security or other rights with respect thereto which is acquired by the
         Trustee for the Trust, or any Authorised Investment acquired by the
         Trustee.

         AUTHORISED SIGNATORY means:

         (a)      in relation to the Note Trustee, any duly authorised officer
                  of the Note Trustee and any other duly authorised person of
                  the Note Trustee;

         (b)      in relation to the Principal Paying Agent, any duly authorised
                  officer of the Principal Paying Agent and any other duly
                  authorised person of the Principal Paying Agent; and

         (c)      in relation to the Calculation Agent, any duly authorised
                  officer of the Calculation Agent and any other duly authorised
                  person of the Calculation Agent.

         AVAILABLE INCOME means, in relation to the Trust for any Monthly
         Collection Period, the total of the following:

         (a)      the Finance Charge Collections for the Trust for that Monthly
                  Collection Period; plus

         (b)      to the extent not included in paragraph (a):

                  (i)      any amount received by or on behalf of the Trustee in
                           relation to that Monthly Collection Period on or by
                           the Monthly Payment Date immediately following the
                           end of that Monthly Collection Period with respect to
                           net receipts under any Interest Hedge;

                  (ii)     any interest income received by or on behalf of the
                           Trustee during that Monthly Collection Period in
                           respect of moneys credited to the Collection Account
                           in relation to the Trust;

                  (iii)    amounts in the nature of interest otherwise paid by
                           the Approved Seller, the Servicer or the Manager to
                           the Trustee in respect of Collections held by it;


                                                                          Page 3
<PAGE>

                  (iv)     all other amounts received by or on behalf of the
                           Trustee in respect of the Assets in the nature of
                           income; and

                  (v)      all amounts received by or on behalf of the Trustee
                           in the nature of income during that Monthly
                           Collection Period from any provider of a Support
                           Facility (other than a Redraw Facility Agreement)
                           under that Support Facility and which the Manager
                           determines should be accounted for in respect of a
                           Finance Charge Loss,

         but excluding interest credited to a Support Facility Collateral
         Account.

         Available Income, for any Quarterly Collection Period, means the total
         of the above amounts for the three Monthly Collection Periods that
         comprise that Quarterly Collection Period.

         BANK means:

         (a)      for the purposes of paragraph (a) of the definition of
                  BUSINESS DAY and the definition of US$ ACCOUNT:

                  (i)      a corporation authorised under the Banking Act 1959
                           (Cth) to carry on general banking business in
                           Australia or a corporation formed or incorporated
                           under an Act of the Parliament of an Australian
                           Jurisdiction to carry on the general business of
                           banking;

                  (ii)     a person authorised under the Banking Act 1987 (UK)
                           to carry on a deposit taking business; or

                  (iii)    a banking institution or trust company organised or
                           doing business under the laws of the United States of
                           America or any of its states; and

         (b)      in any other case, a corporation authorised under the Banking
                  Act 1959 (Cth) to carry on general banking business in
                  Australia or a corporation formed or incorporated under an Act
                  of the Parliament of an Australian Jurisdiction to carry on
                  the general business of banking.

         BASIS SWAP means, in relation to the master interest rate swap
         agreement dated on or about the date of this Supplementary Terms Notice
         made between the Trustee in its capacity as trustee of the Trust, the
         Manager, St.George as principal floating rate payer and Credit Suisse
         First Boston International as standby floating rate payer, on the terms
         of the ISDA Master Agreement (with amendments thereto), each
         Transaction (as defined in that agreement) entered into in accordance
         with that agreement in relation to the interest rate risk arising from
         a Floating Rate Loan.

         BBSW REFERENCE BANK means any financial institution authorised to quote
         on the Reuters Screen BBSW Page.

         BENEFICIARY means, in relation to the Trust, the Manager.

         BOND FACTOR means a Class A Bond Factor, a Class B Bond Factor or a
         Class C Bond Factor.


                                                                          Page 4
<PAGE>

         BOOK-ENTRY NOTE means a book-entry note issued or to be issued by the
         Trustee in registered form under clause 3.1 of the Note Trust Deed
         representing Class A-1 Notes or Class A-2 Notes substantially in the
         form of schedule 1 to the Note Trust Deed.

         BREAK PAYMENT means any amount owed by an Obligor under a Fixed Rate
         Loan and which amount is owed following payment by that Obligor of any
         principal before the due date for that principal, in accordance with
         the terms of the relevant Receivable Agreement (and includes an amount
         owed by the Mortgage Insurer with respect to the obligation of an
         Obligor to pay any such amount).

         BUSINESS DAY means:

         (a)      in relation to the Note Trust Deed, the Agency Agreement, any
                  US$ Note, (including any Condition) and any payment of US$
                  under a Currency Swap, any day, other than a Saturday, Sunday
                  or public holiday, on which Banks are open for business in
                  London, Sydney and New York, or as otherwise specified in the
                  relevant Condition; and

         (b)      in relation to any A$ Notes, any other Transaction Document
                  and any payments of A$, any day, other than a Saturday, Sunday
                  or public holiday, on which Banks are open for business in
                  London, Sydney and New York, or as otherwise specified in the
                  relevant Condition;.

         CALCULATION AGENT means Bankers Trust Company.

         CARRYOVER CHARGE OFF means, in relation to the Trust at any time, a
         Carryover Class A Charge Off, or a Carryover Class B Charge Off, a
         Carryover Class C Charge Off or a Carryover Redraw Charge Off.

         CARRYOVER CLASS A CHARGE OFF means, on any Quarterly Determination
         Date, in relation to a Class A Note, the aggregate of Class A Charge
         Offs in relation to that Class A Note prior to that Quarterly
         Determination Date and which have not been reinstated under clause
         5.2(a)(ii)(A) or 5.2(a)(ii)(B).

         CARRYOVER CLASS B CHARGE OFF means, on any Quarterly Determination
         Date, in relation to a Class B Note, the aggregate of Class B Charge
         Offs prior to that Quarterly Determination Date and which have not been
         reinstated under clause 5.2(a)(iv).

         CARRYOVER CLASS C CHARGE OFF means, on any Quarterly Determination
         Date, in relation to a Class C Note, the aggregate of Class C Charge
         Offs prior to that Quarterly Determination Date and which have not been
         reinstated under clause 5.2(a)(v).

         CARRYOVER REDRAW CHARGE OFF means, on any Quarterly Determination Date,
         the aggregate of Redraw Charge Offs prior to that Quarterly
         Determination Date and which have not been repaid under clause
         5.2(a)(ii)(C).

         CLASS where used in relation to the Notes, means each class constituted
         by the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
         Class B Notes and the Class C Notes and where used in relation to
         Noteholders means the holders of Notes in the relevant Class or Classes
         of Notes.



                                                                          Page 5
<PAGE>

         CLASS A BOND FACTOR means, in relation to a Quarterly Determination
         Date for a Class of Class A Notes, the aggregate of the Invested
         Amounts for that Class of Class A Notes for that Quarterly
         Determination Date, less all Class A Principal Payments to be made on
         the next Quarterly Payment Date divided by the aggregate Class A
         Initial Invested Amounts for that Class of Class A Notes expressed to
         seven decimal places.

         CLASS A CHARGE OFF means, in relation to a Class A Note, the amount of
         any reduction in the Class A Stated Amount for that Note under clause
         5.13(c)(i).

         CLASS A INITIAL INVESTED AMOUNT means, in relation to any Class A Note,
         the Initial Invested Amount of that Class A Note.

         CLASS A INTEREST means in relation to a Class A Note, all interest
         accrued on that Class A Note in respect of an Interest Period in
         accordance with clause 4.8.

         CLASS A NOTE means a Class A-1 Note, Class A-2 Note or Class A-3 Note.

         CLASS A-1 NOTE means a Note issued as a Class A-1 Note by the Trustee
         with the characteristics of a Class A-1 Note under this Supplementary
         Terms Notice and includes any relevant Book-Entry Note (or any part or
         interest in) and any relevant Definitive Note.

         CLASS A-1 PROPORTION means, on any date, the aggregate Invested Amount
         of all Class A-1 Notes at that date divided by the aggregate Invested
         Amount of all Class A Notes.

         CLASS A-2 NOTE means a Note issued as a Class A-2 Note by the Trustee
         with the characteristics of a Class A-2 Note under this Supplementary
         Terms Notice and includes any relevant Book-Entry Note (or any part or
         interest in) and any relevant Definitive Note.

         CLASS A-2 PROPORTION means, on any date, the aggregate Invested Amount
         of all Class A-2 Notes at that date divided by the aggregate Invested
         Amount of all Class A Notes.

         CLASS A-3 NOTE means a Note issued as a Class A-3 Note by the Trustee
         with the characteristics of a Class A-3 Note under this Supplementary
         Terms Notice.

         CLASS A-3 NOTEHOLDER means a Noteholder of a Class A-3 Note. CLASS A-3
         PROPORTION means, on any date, the aggregate Invested Amount of all
         Class A-3 Notes at that date divided by the aggregate Invested Amount
         of all Class A Notes.

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

         CLASS A PRINCIPAL DISTRIBUTION AMOUNT means, on any Payment Date, an
         amount equal to the lesser of:

         (a)      the Principal Collections remaining for distribution on that
                  Payment Date after payment of the Initial Principal
                  Distribution; and

         (b)      the greater of:

                  (i)      the A$ Equivalent of the aggregate Invested Amount of
                           the Class A Notes at the beginning of the Collection
                           Period



                                                                          Page 6
<PAGE>

                  ending immediately before that Payment Date minus the product
                  of:

                           (A)     95.74%; and

                           (B)     the aggregate Unpaid Balance of the Purchased
                                   Receivables housing loans as of the last day
                                   of that Collection Period; and

                  (ii)     zero.

         CLASS A PRINCIPAL PAYMENT means each payment to the US$ Noteholders
         under clause 5.15, following a payment under clauses 5.5(b), 5.5(c),
         5.6(b)(i) or 5.6(b)(ii) or each payment to Class A-3 Noteholders under
         clauses 5.5(d) or 5.6(b)(ii).

         CLASS A STATED AMOUNT means, on a Quarterly Determination Date and in
         relation to a Class A Note, an amount equal to:

         (a)      the Class A Initial Invested Amount for that Note; less

         (b)      the aggregate of all Class A Principal Payments made before
                  that Determination Date with respect to that Class A Note;
                  less

         (c)      Carryover Class A Charge Offs (if any) made in relation to
                  that Class A Note; less

         (d)      Class A Principal Payments (if any) to be made in relation to
                  that Class A Note on the next Payment Date; less

         (e)      Class A Charge Offs (if any) to be made in relation to that
                  Class A Note on the next Payment Date; plus

         (f)      the amount (if any) of the Excess Available Income applied in
                  reinstating the Stated Amount of that Class A Note under
                  clause 5.2(a)(ii) on that Determination Date.

         CLASS B BOND FACTOR means, on a Quarterly Determination Date, the
         aggregate of the Invested Amounts for all Class B Notes for that
         Quarterly Determination Date less all Class B Principal Payments to be
         made on the next Quarterly Payment Date divided by the aggregate Class
         B Initial Invested Amounts for all Class B Notes expressed to seven
         decimal places.

         CLASS B CHARGE OFF means, in relation to a Class B Note, the amount of
         any reduction in the Class B Stated Amount for that Note under clause
         5.13(b).

         CLASS B INITIAL INVESTED AMOUNT means, in relation to any Class B Note,
         the Initial Invested Amount of that Class B Note.

         CLASS B INTEREST means, in relation to a Class B Note, all interest
         accrued on that Class B Notes in respect of an Interest Period in
         accordance with clause 4.8.

         CLASS B NOTE means a Note issued as a Class B Note by the Trustee with
         the characteristics of a Class B Note under this Supplementary Terms
         Notice.

         CLASS B NOTEHOLDER means a Noteholder of a Class B Note.

         CLASS B PRINCIPAL DISTRIBUTION AMOUNT means, on any Payment Date, an
         amount equal to the lesser of:



                                                                          Page 7
<PAGE>

         (a)      the Principal Collections remaining for distribution on that
                  Payment Date after payment of the Initial Principal
                  Distributions and the Class A Principal Distribution Amount;
                  and

         (b)      the greater of:

                  (i)      the aggregate Invested Amount on the Class A Notes
                           (after taking into account the payment of the Class A
                           Principal Distribution Amount on that Payment Date)
                           plus the aggregate Invested Amount of the Class B
                           Notes at the beginning of the Collection Period
                           ending immediately before that Payment Date minus the
                           product of:

                           (A)     99.50% and

                           (B)     the aggregate Unpaid Balance of the Purchased
                                   Receivables as of the last day of that
                                   Collection Period; and

                  (ii)     zero.

         CLASS B PRINCIPAL PAYMENT means each payment to the Class B Noteholders
         under clauses 5.5(e) or 5.6(c).

         CLASS B STATED AMOUNT means, on a Quarterly Determination Date and in
         relation to a Class B Note, an amount equal to:

         (a)      the Class B Initial Invested Amount for that Note; less

         (b)      the aggregate of all Class B Principal Payments made before
                  that Determination Date with respect to that Class B Note;
                  less

         (c)      Carryover Class B Charge Offs (if any) made in relation to
                  that Class B Note; less

         (d)      Class B Principal Payments (if any) to be made in relation to
                  that Class B Note on the next Payment Date; less

         (e)      Class B Charge Offs (if any) to be made in relation to that
                  Class B Note on the next Payment Date; plus

         (f)      the amount (if any) of the Excess Available Income applied in
                  reinstating the Stated Amount of that Class B Note under
                  clause 5.2(a)(iv) on that Determination Date.

         CLASS C BOND FACTOR means, on a Quarterly Determination Date, the
         aggregate of the Invested Amounts for all Class C Notes for that
         Quarterly Determination Date less all Class C Principal Payments to be
         made on the next Quarterly Payment Date divided by the aggregate Class
         C Initial Invested Amounts for all Class C Notes expressed to seven
         decimal places.

         CLASS C CHARGE OFF means, in relation to a Class C Note, the amount of
         any reduction in the Class C Stated Amount for that Note under clause
         5.13(a).

         CLASS C INITIAL INVESTED AMOUNT means, in relation to any Class C Note,
         the Initial Invested Amount of that Class C Note.



                                                                          Page 8
<PAGE>

         CLASS C INTEREST means in relation to a Class C Note all interest
         accrued on that Class C Note in respect of an Interest Period in
         accordance with clause 4.8.

         CLASS C NOTE means a Note issued as a Class C Note by the Trustee with
         the characteristics of a Class C Note under this Supplementary Terms
         Notice.

         CLASS C NOTEHOLDER means a Noteholder of a Class C Note.

         CLASS C PRINCIPAL DISTRIBUTION AMOUNT means, on any Payment Date, an
         amount equal to the lesser of:

         (a)      the Principal Collections remaining for distribution on that
                  Payment Date after payment of the Initial Principal
                  Distributions, the Class A Principal Distribution Amount and
                  the Class B Principal Distribution Amount; and

         (b)      the greater of:

                  (i)      the aggregate Invested Amount of the Class A Notes
                           (after taking into account the payment of the Class A
                           Principal Distribution Amount on that Payment Date)
                           plus the aggregate Invested Amount of the Class B
                           Notes (after taking into account the payment of the
                           Class B Principal Distribution Amount on that Payment
                           Date) plus the aggregate Invested Amount of the Class
                           C Notes at the beginning of the Collection Period
                           ending immediately before that Payment Date minus the
                           product of:

                  (A)      100.00%; and

                  (B)      the aggregate Unpaid Balance of the Purchased
                           Receivables as of the last day of that Collection
                           Period; and

         (ii)     zero.

         CLASS C PRINCIPAL PAYMENT means each payment to the Class C Noteholders
         under clause 5.5(f) or 5.6(d).

         CLASS C STATED AMOUNT means, on a Quarterly Determination Date and in
         relation to a Class C Note, an amount equal to:

         (a)      the Class C Initial Invested Amount for that Note; less

         (b)      the aggregate of all Class C Principal Payments made before
                  that Determination Date with respect to that Class C Note;
                  less

         (c)      Carryover Class C Charge Offs (if any) made in relation to
                  that Class C Note; less

         (d)      Class C Principal Payments (if any) to be made in relation to
                  that Class C Note on the next Payment Date; less

         (e)      Class C Charge Offs (if any) to be made in relation to that
                  Class C Note on the next Payment Date; plus



                                                                          Page 9
<PAGE>

         (f)      the amount (if any) of the Excess Available Income applied in
                  reinstating the Stated Amount of that Class C Note under
                  clause 5.2(a)(v) on that Determination Date.

         CLEARING AGENCY means an organisation registered as a CLEARING AGENCY
         pursuant to Section 17A of the Exchange Act appointed by the Manager
         and the Trustee to hold Notes (directly or through a Common
         Depository), and initially means DTC.

         CLOSING DATE means, in relation to the Trust, 28 February 2001 or such
         later date as may be agreed between the Trustee and the Note Manager.

         COLLECTION ACCOUNT means, in relation to the Trust, the Australian
         dollar account number [*] BSB [*] with Australia and New Zealand
         Banking Group (ABN 11 005 357 522), at its office at [*] or any other
         account opened under clause 13 of this Supplementary Terms Notice or
         clause 21 of the Master Trust Deed and maintained by the Trustee with
         an Approved Bank, under clause 21 of the Master Trust Deed. [KIRSTY
         MCPHAIL TO PROVIDE ACCOUNT DETAILS]

         COLLECTION PERIOD means a Monthly Collection Period or a Quarterly
         Collection Period.

         COLLECTIONS means, in relation to the Trust for a period, Finance
         Charge Collections and Principal Collections for that period.

         COMMON DEPOSITORY means Cede & Co, as depository for DTC, or any other
         common depository for DTC or any Clearing Agency appointed from time to
         time to hold any Book-Entry Note.

         CONDITIONS means the Conditions for the US$ Notes in the form set out
         in schedule 3 to the Note Trust Deed (but, so long as the US$ Notes are
         represented by Book-Entry Notes, with the deletion of any provisions
         which are applicable only to the Definitive Notes), as the same may
         from time to time be modified in accordance with this Supplementary
         Terms Notice and the Note Trust Deed. Any reference in this
         Supplementary Terms Notice to a particular numbered Condition shall be
         construed accordingly.

         CONFIRMATION means, in respect of the Currency Swap, any Confirmation
         (as defined in the Currency Swap).

         CSFB means Credit Suisse First Boston Corporation.

         CURRENCY SWAP means, in relation to the master interest rate and
         currency exchange agreement dated on or about the date of this
         Supplementary Terms Notice between the Trustee in its capacity as
         trustee of the Trust, the Manager, Credit Suisse First Boston
         International as principal currency swap provider and the Standby
         Currency Swap Provider as standby currency swap provider, on the terms
         of the ISDA Master Agreement (with amendments thereto), each
         Transaction (as defined in that agreement) entered into in accordance
         with that agreement under which the principal or standby (as the case
         may be) swap provider, agrees to pay certain amounts in US$ to the
         Trustee in exchange for certain amounts in A$ or any other Hedge
         Agreement on similar terms which, if entered into, will not result in
         the downgrading of, or withdrawal of the ratings for, any Notes.



                                                                         Page 10
<PAGE>

         CUSTODIAN AGREEMENT means the agreement so entitled dated 19 March 1998
         between the Trustee, the Manager and the Custodian.

         CUSTODIAN FEE means the fee payable under clause 6.1(d) of this
         Supplementary Terms Notice and clause 6.1 of the Custodian Agreement.

         CUT-OFF DATE means, in respect of each Receivable and Receivable
         Security, close of business, 16 February 2001.

         DEFINITIVE NOTE means a note in definitive form (whether bearer or
         registered) issued or to be issued in respect of any US$ Note under,
         and in the circumstances specified in, clause 3.3 of the Note Trust
         Deed, and includes any replacement for a Definitive Note issued under
         Condition 11.

         DESIGNATED RATING AGENCY means S&P, Moody's or Fitch.

         DETERMINATION DATE means a Monthly Determination Date or a Quarterly
         Determination Date.

         DTC means the Depository Trust Company.

         ELIGIBILITY CRITERIA means the criteria set out in the schedule to this
         Supplementary Terms Notice, subject to the Trustee and Manager
         receiving confirmation from the Designated Rating Agencies that the
         criteria will not adversely affect the Rating.

         ENFORCEMENT EXPENSES means the costs and expenses incurred by the
         Approved Seller or the Servicer in connection with the enforcement of
         any Purchased Receivables or the related Receivable Rights referred to
         in clause 6.2(a) of the Servicing Agreement.

         EXCESS AVAILABLE INCOME means, 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 DISTRIBUTION means, in relation to a Quarterly Collection
         Period, the amount (if any) by which the Excess Available Income for
         that Quarterly Collection Period exceeds the amounts applied under
         clause 5.2 on each Determination Date relating to that Quarterly
         Collection Period.

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

         FINAL MATURITY DATE means the date specified in clause 4.2(i).

         FINANCE CHARGE COLLECTIONS means, for a Monthly Collection Period, the
         aggregate of:

         (a)      the aggregate of all amounts received by or on behalf of the
                  Trustee during that Monthly Collection Period in respect of
                  interest, fees and other amounts in the nature of income
                  payable under or in respect of the Purchased Receivables and
                  the related Receivable Rights, to the extent not included
                  within any other paragraph of this definition, including:

                  (i)      any Liquidation Proceeds on account of interest;

                  (ii)     any payments by the Approved Seller to the Trustee on
                           the repurchase of a Purchased Receivable under the
                           Master Trust



                                                                         Page 11
<PAGE>

                           Deed during that Monthly Collection Period which are
                           attributable to interest;

                  (iii)    any Break Payments received during that Monthly
                           Collection Period;

                  (iv)     any amount received by the Trustee from the Approved
                           Seller under clause 5.24 with respect to that Monthly
                           Collection Period attributable to interest; and

                  (v)      any interest on Collections payable by the Approved
                           Seller under clause 5.2(b)(ii) of the Servicing
                           Agreement (as amended by this Supplementary Terms
                           Notice).

         (b)      all amounts in respect of interest, fees and other amounts in
                  the nature of income, received by or on behalf of the Trustee
                  during that Monthly Collection Period including:

                  (i)      from the Approved Seller, in respect of any breach of
                           a representation, warranty or undertaking contained
                           in the Master Trust Deed or this Supplementary Terms
                           Notice;

                  (ii)     from the Approved Seller under any obligation under
                           the Master Trust Deed or this Supplementary Terms
                           Notice to indemnify or reimburse the Trustee for any
                           amount;

                  (iii)    from the Servicer in respect of any breach of a
                           representation, warranty or undertaking contained in
                           the Servicing Agreement;

                  (iv)     from the Servicer under any obligation under the
                           Servicing Agreement to indemnify or reimburse the
                           Trustee for any amount;

                  (v)      from the Custodian in respect of any breach of a
                           representation, warranty or undertaking contained in
                           the Custodian Agreement;

                  (vi)     from the Custodian under any obligation under the
                           Custodian Agreement to indemnify or reimburse the
                           Trustee for any amount;

                  (vii)    from the Indemnifier under the Indemnity in respect
                           of any losses arising from a breach by the Custodian
                           of its obligations under the Custodian Agreement;

                  (viii)   from the Trustee in its personal capacity in respect
                           of any breach of a representation, warranty or
                           undertaking in respect of which it is not entitled to
                           be indemnified out of the Assets of the Trust, or any
                           indemnity from the Trustee in its personal capacity
                           contained in the Transaction Documents; and

                  (ix)     from the Manager in respect of any breach of a
                           representation, warranty or undertaking of the
                           Manager in respect of a breach of which it is not
                           entitled to be indemnified out of the Assets of the
                           Trust, or any indemnity from the Manager, contained
                           in the Transaction Documents,



                                    Page 12
<PAGE>

                  in each case which are determined by the Manager to be in
                  respect of interest, fees and other amounts in the nature of
                  income payable under the Purchased Receivables and the related
                  Receivable Rights; and

         (c)      Recoveries in the nature of income received by or on behalf of
                  the Trustee during that Monthly Collection Period;

         less:

         (d)      the Government Charges collected by or on behalf of the
                  Trustee for that Monthly Collection Period; and

         (e)      the aggregate of all bank fees and charges due to the Servicer
                  or the Approved Seller as agreed by them and consented to by
                  the Trustee (that consent not to be unreasonably withheld)
                  from time to time and collected by the Approved Seller or the
                  Servicer during that Monthly Collection Period.

         For a Quarterly Collection Period, it means the aggregate of those
         amounts relating to the three Monthly Collection Periods that comprise
         that Quarterly Collection Period.

         FINANCE CHARGE LOSS means, for a Quarterly Collection Period, the
         amount of any Liquidation Loss referred to in clause 5.10(a).

         FIXED RATE LOAN means, at any time, any Purchased Receivable which
         bears a fixed rate of interest at that time.

         FLOATING RATE LOAN means, at any time, any Purchased Receivable which
         bears a variable rate set, as permitted by the relevant Receivable
         Agreement, at the discretion of the Approved Seller.

         GOVERNMENT CHARGES means, for any Collection Period, the aggregate of
         all amounts collected by the Servicer or the Approved Seller in that
         Collection Period in respect of the Purchased Receivables and the
         related Receivable Rights representing financial institutions duty,
         bank accounts debit tax or similar Taxes.

         HEDGE AGREEMENT in relation to the Trust includes any Interest Hedge
         and the Currency Swap.

         HOUSING LOAN PRINCIPAL means, in relation to a Purchased Receivable,
         the principal amount of that Purchased Receivable from time to time.

         INCOME DISTRIBUTION DATE means, for the purposes of the Master Trust
         Deed, each Payment Date.

         INDEMNIFIER means St.George.

         INDEMNITY means the deed of indemnity between the Trustee, the
         Indemnifier, the Manager and the Custodian dated on or about the date
         of this Supplementary Terms Notice.

         INFORMATION MEMORANDUM means the Prospectus relating to the Trust and
         the US$ Notes and the Information Memorandum dated on or about the date
         of this Supplementry Terms Notice relating to the Trust and the A$
         Notes.



                                                                         Page 13
<PAGE>

         INITIAL INVESTED AMOUNT means, in respect of a Note, the amount stated
         as the Initial Invested Amount for that Note in clause 4.2(e).

         INITIAL PRINCIPAL DISTRIBUTION means any distribution of Principal
         Collections in accordance with clause 5.4(c).

         INTEREST means Class A Interest, Class B Interest or Class C Interest.

         INTEREST HEDGE means the Basis Swap or an Interest Rate Swap.

         INTEREST PAYMENT DATE means, for the purposes of the Master Trust Deed,
         each Quarterly Payment Date.

         INTEREST PERIOD means:

         (a)      in relation to the first Interest Period of a Note, the period
                  commencing on (and including) the Closing Date and ending on
                  (but excluding) the first Quarterly Payment Date; and

         (b)      in relation to the final Interest Period, the period
                  commencing on (and including) the Quarterly Payment Date prior
                  to the day on which all amounts due on such Notes are redeemed
                  in full in accordance with the Transaction Documents and
                  ending on (but excluding) such day; provided that if the
                  Stated Amount of any Note on the due date for redemption is
                  not zero and payment of principal due is improperly withheld
                  or refused, the final Interest Period shall end on the day on
                  which:

                  (i)      the monies in respect of that Note have been received
                           by the Note Trustee or the Principal Paying Agent and
                           notice to that effect has been given in accordance
                           with the relevant Condition; or

                  (ii)     the Stated Amount of that Note has been reduced to
                           zero provided that Interest shall thereafter begin to
                           accrue from (and including) any date on which the
                           Stated Amount of that Note becomes greater than zero;
                           and

         (c)      in relation to each other Interest Period, each period
                  commencing on (and including) a Quarterly Payment Date and
                  ending on (but excluding) the next Quarterly Payment Date.

                  INTEREST RATE means, in relation to:

         (a)      a Class A-1 Note and an Interest Period:

                  (i)      up to, and including the Quarterly Payment Date
                           falling in January 2002, LIBOR in relation to that
                           Interest Period minus the relevant Margin for the
                           Class A-1 Notes;

                  (ii)     from but excluding the Quarterly Payment Date falling
                           in January 2002 up to and including the Quarterly
                           Payment Date falling in April 2008, LIBOR in relation
                           to that Interest Period plus the relevant Margin for
                           the Class A-1 Notes;

         (b)      a Class A-2 Note and an Interest Period, LIBOR in relation to
                  that Interest Period plus the relevant Margin for the Class
                  A-2 Notes;



                                                                         Page 14
<PAGE>

         (c)      an A$ Note and an Interest Period, the Three Month Bank Bill
                  Rate on the first day of that Interest Period plus the
                  relevant Margin for the relevant A$ Note.

         INTEREST RATE SWAP means, in relation to the master agreement dated on
         or about the date of this Supplementary Terms Notice made between the
         Trustee as trustee of the Trust, the Manager, St.George as principal
         floating rate payer and Credit Suisse First Boston International as
         standby floating rate payer, on the terms of the ISDA Master Agreement
         (with amendments thereto), each Transaction (as defined in that
         agreement) entered into in accordance with that agreement in relation
         to the interest rate risk arising from a Receivable which is a Fixed
         Rate Loan.

         INVESTED AMOUNT means, on a Determination Date in relation to a Note,
         the Initial Invested Amount of that Note minus the aggregate of
         Principal Payments made in respect of the Note on or before that
         Determination Date.

         ISDA means the International Swaps and Derivatives Association, Inc.
         (formerly the International Swaps Dealers Association Inc).

         ISDA DEFINITIONS means the 2000 Definitions as amended from time to
         time published by the International Swaps and Derivatives Association,
         Inc.

         ISDA MASTER AGREEMENT means the June 1992 Multicurrency-Cross border
         edition of the Master Agreement published by ISDA, any schedule forming
         part of that Agreement and the relevant addenda to it.

         JOINT LEAD MANAGER means CSFB or St.George Bank Limited.

         LIBOR means, in relation to any Interest Period, the rate of interest
         determined by the Calculation Agent as follows.

         (a)      On the second Business Day before the beginning of each
                  Interest Period (each an INTEREST DETERMINATION DATE), the
                  rate "USD-LIBOR-BBA" as the applicable Floating Rate Option
                  under the ISDA Definitions being the rate applicable to any
                  Interest Period for three-month (or, in the case of the first
                  Interest Period, two-month) deposits in US Dollars which
                  appears on the Telerate Page 3750 as of 11.00am, London time,
                  determined on the Interest Determination Date by the
                  Calculation Agent.

         (b)      If such rate does not appear on the Telerate Page 3750, the
                  rate for that Interest Period will be determined as if the
                  Trustee and the Calculation Agent had specified
                  "USD-LIBOR-Reference Banks" as the applicable Floating Rate
                  Option under the ISDA Definitions. "USD-LIBOR-Reference Banks"
                  means that the rate for an Interest Period will be determined
                  on the basis of the rates at which deposits in US Dollars are
                  offered by the REFERENCE BANKS (being four major banks in the
                  London interbank market agreed to by the Calculation Agent and
                  the Currency Swap Provider) at approximately 11.00am, London
                  time, on the Interest Determination Date to prime banks in the
                  London interbank market for a period of three months (or, in
                  the case of the first Interest Period, 2 months) commencing on
                  the first day of the Interest Period and in a Representative
                  Amount (as defined in the ISDA Definitions). The Calculation
                  Agent will request the



                                                                         Page 15
<PAGE>

         principal London office of each of the Reference Banks to provide a
         quotation of its rate. If at least two such quotations are provided,
         the rate for that Interest Period will be the arithmetic mean of the
         quotations. If fewer than two quotations are provided as requested, the
         rate for that Interest Period will be the arithmetic mean of the rates
         quoted by not less than two major banks in New York City, selected by
         the Calculation Agent and the Currency Swap Provider, at approximately
         11.00am, New York City time, on that Interest Determination Date for
         loans in US Dollars to leading European banks for a period of three
         months (or, in the case of the first Interest Period, 2 months)
         commencing on the first day of the Interest Period and in a
         Representative Amount.

         (c)      If no such rates are available in New York City, then the rate
                  for such Interest Period shall be the most recently determined
                  rate in accordance with this paragraph.

         In this definition of LIBOR, BUSINESS DAY means any day on which
         commercial banks are open for business (including dealings in foreign
         exchange and foreign currency deposits) in London and New York City.

         LIQUIDATION LOSS means, for a Collection Period, the amount (if any) by
         which the Unpaid Balance of a Purchased Receivable (together with the
         Enforcement Expenses relating to the Purchased Receivable and the
         related Receivable Rights) exceeds the Liquidation Proceeds in relation
         to the Purchased Receivable for that Collection Period.

         LIQUIDATION PROCEEDS means, in relation to a Purchased Receivable and
         the related Receivable Rights which have been or are being enforced,
         all amounts recovered in respect of the enforcement of the Purchased
         Receivable and the related Receivable Rights (but does not include the
         proceeds of any Mortgage Insurance Policy).

         LOAN OFFSET DEPOSIT ACCOUNT means any deposit account maintained by an
         Obligor under a Purchased Receivable with the Approved Seller where an
         amount equal to the interest which would otherwise accrue on that
         account is offset against moneys owed by that Obligor under that
         Purchased Receivable, in accordance with the relevant Receivable
         Agreement.

         LOAN OFFSET INTEREST AMOUNT means, in relation to any Obligor under a
         Purchased Receivable, the amount of any interest which would be payable
         by the Approved Seller to that Obligor on amounts standing to the
         credit of the Obligor's Loan Offset Deposit Account, if interest was
         payable on that account.

         LVR means in relation to a Loan, the outstanding amount of that Loan,
         plus any other amount secured by any Mortgage for that Loan or related
         Loans, at the date of determination divided by the aggregate value
         (determined at the time the Mortgage was granted) of the Mortgaged
         Property subject to the related Mortgage for that Loan, expressed as a
         percentage.

         MARGIN means, in relation to any Note, the Margin for that Note agreed
         between the Manager and the Joint Lead Managers (in the case of A$
         Notes) and the Note Manager (in the case of the US$ Notes), and
         notified by the


                                                                         Page 16
<PAGE>

         Manager to the Trustee under clause 4.2(d) in relation to that Note, as
         it may be modified under clause 4.9.

         MODIFIED FOLLOWING BUSINESS DAY CONVENTION has the meaning given to it
         in the ISDA Definitions.

         MONTHLY COLLECTION PERIOD means, in relation to a Monthly Payment Date,
         the calendar month which precedes the calendar month in which the
         Monthly Payment Date occurs. The first Monthly Collection Period is the
         period from (but excluding) the Cut-Off Date to (and including) 31
         March 2001. The last Monthly Collection Period is the period from (but
         excluding) the last day of the calendar month that precedes the date on
         which the Trust is terminated under clause 3.5 of the Master Trust Deed
         to (and including) that date.

         MONTHLY DETERMINATION DATE means, in relation to the Trust for a
         Monthly Collection Period, the date which is 2 Business Days prior to
         the Monthly Payment Date following the end of that Monthly Collection
         Period.

         MONTHLY PAYMENT DATE means, in relation to a Monthly Collection Period,
         the 20th day of the calendar month that follows that Monthly Collection
         Period, subject to adjustment in accordance with the Modified Following
         Business Day Convention.

         MORTGAGE INSURER means St.George Insurance Pte Ltd, PMI Mortgage
         Insurance Limited, GE Mortgage Insurance Pty Ltd or the Commonwealth of
         Australia.

         MORTGAGE SHORTFALL means, in relation to a Purchased Receivable, the
         amount (if a positive number) equal to the Principal Loss for that
         Purchased Receivable minus the aggregate of:

         (a)      the total amount recovered and recoverable in respect of that
                  Purchased Receivable under the relevant Mortgage Insurance
                  Policy, determined to be attributable to principal; and

         (b)      the total amount recovered and recoverable by the Trustee from
                  the Approved Seller or the Servicer (as the case may be) in
                  respect of that Purchased Receivable (by way of damages or
                  otherwise) under or in respect of the Master Trust Deed, this
                  Supplementary Terms Notice or the Servicing Agreement (as the
                  case may be), determined by the Manager to be attributable to
                  principal.

         For the purposes of this definition,

         (c)      an amount shall be regarded as not recoverable upon the
                  earlier of:

                  (i)      a determination being made, in the case of paragraph
                           (a), by the Manager, and in the case of paragraph
                           (b), by the Trustee, in each case upon the advice of
                           such suitably qualified expert advisers as the
                           Manager or the Trustee (as the case may be) thinks
                           fit, that there is no such amount, or that such
                           amount is not likely to be recovered (including
                           because the relevant Mortgage Insurance Policy has
                           been terminated, the relevant Mortgage Insurer is
                           entitled to reduce the amount of the claim or the
                           Mortgage Insurer defaults in payment of a claim); and


                                                                         Page 17
<PAGE>

                  (ii)     the date which is two years after the Determination
                           Date upon which the relevant Principal Loss was
                           determined under clause 5.10; and

         (d)      a Mortgage Shortfall arises on the date upon which there are
                  no further amounts referred to in (a) and (b) recoverable in
                  respect of the relevant Purchased Receivable.

         NOTE means a Class A Note, a Class B Note or Class C Note referred to
         in clause 4, and includes:

         (a)      the Conditions relating to a US$ Note; and

         (b)      any interest in a Book-Entry Note as an account holder with a
                  Clearing Agency.

         NOTEHOLDER means, at any time, the person who:

         (a)      in relation to an A$ Note, is registered as the holder of that
                  Note at that time;

         (b)      in relation to a Definitive Note, is the registered holder of
                  that Note (in the case of registered Definitive Notes) or
                  bearer of that Note (in the case of bearer Definitive Notes)
                  at that time; or

         (c)      in relation to a Note which is represented by a Book-Entry
                  Note, is the registered holder of that Note at that time,

         except that for the purposes of payments in respect of Book-Entry
         Notes, the right to those payments shall be vested, as against the
         Trustee and the Note Trustee in respect of the Trust, by payment to the
         Clearing Agency in accordance with and subject to their respective
         Conditions and the provisions of this Supplementary Terms Notice and
         the Note Trust Deed. The words holder and holders shall (where
         appropriate) be construed accordingly.

         NOTE MANAGER means the CSFB.

         NOTE REGISTER means the register kept by the Note Registrar to provide
         for the registration and transfer of US$ Notes under the Note Trust
         Deed.

         NOTE REGISTRAR means Bankers Trust Company Corporate Trust & Agency
         Services, 123 Washington Street, New York, New York, 10006 or any
         successor note registrar approved in writing by the Note Trustee and
         appointed under the Agency Agreement.

         NOTE TRUST DEED means the deed so entitled dated on or about the date
         of this Supplementary Terms Notice between the Note Trustee, the
         Trustee and the Manager.

         NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
         on or about the date of this Supplementary Terms Notice issued under
         the Master Trust Deed in relation to the Trust.

         PAYMENT DATE means a Monthly Payment Date or a Quarterly Payment Date.

         PAYMENT SHORTFALL means, in relation to any Collection Period, the
         amount (if any) by which Total Payments for that Collection Period
         exceed the Available Income for that Collection Period.


                                                                         Page 18
<PAGE>

         PREMISES means the area labelled "Crusade Global Trust No. 1 of 2001"
         located in a secure area on Lower Ground Floor, St.George House, 4-16
         Montgomery Street, Kogarah, New South Wales 2217 (or such other
         premises as the Custodian proposes, and the Trustee agrees to in
         writing).

         PRINCIPAL AMORTISATION DATE means, in relation to a Note for the
         purposes of the Master Trust Deed, each Quarterly Payment Date.

         PRINCIPAL CHARGE OFF means, in relation to any Quarterly Collection
         Period, the aggregate of all Mortgage Shortfalls for that Quarterly
         Collection Period.

         PRINCIPAL COLLECTIONS means, for a Collection Period, the aggregate of:

         (a)      all amounts received by or on behalf of the Trustee from or on
                  behalf of Obligors under the Purchased Receivables during that
                  Collection Period in respect of principal, in accordance with
                  the terms of the Purchased Receivables, including principal
                  prepayments;

         (b)      all other amounts received by or on behalf of the Trustee
                  under or in respect of principal under the Purchased
                  Receivables and the related Receivable Rights during that
                  Collection Period including:

                  (i)      any Liquidation Proceeds on account of principal;

                  (ii)     any payments by the Approved Seller to the Trustee on
                           the repurchase of a Purchased Receivable under the
                           Master Trust Deed during that Monthly Collection
                           Period which are attributable to principal; and

                  (iii)    any amount received by the Trustee from the Approved
                           Seller under clause 5.24 with respect to that Monthly
                           Collection Period attributable to principal,

         (c)      all amounts received by or on behalf of the Trustee during
                  that Collection Period from any provider of a Support Facility
                  (other than the Currency Swap but including any Mortgage
                  Insurance Policy) under that Support Facility and which the
                  Manager determines should be accounted for in respect of a
                  Principal Loss;

         (d)      all amounts received by or on behalf of the Trustee during
                  that Collection Period:

                  (i)      from the Approved Seller, in respect of any breach of
                           a representation, warranty or undertaking of the
                           Approved Seller contained in the Master Trust Deed or
                           this Supplementary Terms Notice;

                  (ii)     from the Approved Seller under any obligation of the
                           Approved Seller under the Master Trust Deed or this
                           Supplementary Terms Notice to indemnify or reimburse
                           the Trustee for any amount;

                  (iii)    from the Servicer, in respect of any breach of any
                           representation, warranty or undertaking of the
                           Servicer contained in the Servicing Agreement;


                                                                         Page 19
<PAGE>

                  (iv)     from the Servicer under any obligation of the
                           Servicer under the Servicing Agreement to indemnify
                           or reimburse the Trustee for any amount;

                  (v)      from the Custodian in respect of any breach of a
                           representation, warranty or undertaking of the
                           Custodian contained in the Custodian Agreement;

                  (vi)     from the Custodian under any obligation of the
                           Custodian under the Custodian Agreement to indemnify
                           or reimburse the Trustee for any amount;

                  (vii)    from the Indemnifier under the Indemnity in respect
                           of any losses arising from a breach by the Custodian
                           of its obligations contained in the Custodian
                           Agreement;

                  (ix)     from the Trustee in its personal capacity in respect
                           of any breach of a representation, warranty or
                           undertaking of the Trustee in respect of which it is
                           not entitled to be indemnified out of the Assets of
                           the Trust; from the Trustee in its personal capacity
                           under any obligation of the Trustee under the
                           Transaction Documents to indemnify or reimburse the
                           Trust for any amount;

                  (x)      from the Manager in respect of any breach of a
                           representation, warranty or undertaking of the
                           Manager contained in the Transaction Documents of
                           which it is not entitled to be indemnified out of the
                           Assets of the Trust; and

                  (xi)     from the Manager under any obligation of the Manager
                           under the Transaction Documents to indemnify or
                           reimburse the Trust for any amount,

                  in each case, which are determined by the Manager to be in
                  respect of principal payable under the Purchased Receivables
                  and the related Receivable Rights;

         (e)      any amounts in the nature of principal received by or on
                  behalf of the Trustee during that Collection Period pursuant
                  to the sale of any Asset (including the A$ Equivalent of any
                  amount received by the Trustee on the issue of the Notes which
                  was not used to purchase a Purchased Receivable or Purchased
                  Receivable Security, and which the Manager determines is
                  surplus to the requirements of the Trust);

         (f)      any amount of Excess Available Income to be applied to pay a
                  Principal Charge Off or a Carryover Charge Off; and

         (g)      any Excess Available Income to be applied under clause 5.2 to
                  Principal Draws made on a previous Payment Date,

         less any amounts paid by the Trustee to replace a Receivable of the
         Trust in accordance with clause 8.

         PRINCIPAL DRAW means, for a Monthly Collection Period, the amount
         calculated under clause 5.9 in relation to that Monthly Collection
         Period.



                                                                         Page 20
<PAGE>

         PRINCIPAL ENTITLEMENT means, in relation to a Note for the purposes of
         the Master Trust Deed, at any time prior to the Final Maturity Date,
         the Invested Amount of such Note at such time and, on the Final
         Maturity Date or the date on which the Note is fully redeemed under the
         Transaction Documents, the Stated Amount of such Note at such date.

         PRINCIPAL LOSS means, for a Quarterly Collection Period, the amount of
         any Liquidation Loss for that Quarterly Collection Period referred to
         in clause 5.10(b).

         PRINCIPAL PAYING AGENT means Bankers Trust Company or any successor as
         Principal Paying Agent under the Agency Agreement.

         PRINCIPAL PAYMENT means a Class A Principal Payment, a Class B
         Principal Payment or a Class C Principal Payment.

         PROPERTY RESTORATION EXPENSES means costs and expenses incurred by or
         on behalf of the Trustee, or by the Servicer under the Servicing
         Agreement, in repairing, maintaining or restoring to an appropriate
         state of repair and condition any Mortgaged Property, in exercise of a
         power conferred on the mortgagee under the relevant Purchased
         Receivable and Relevant Documents.

         PURCHASED RECEIVABLE means each Loan specified in a Sale Notice and
         purchased by the Trustee, unless the Trustee has ceased to have an
         interest in that Loan.

         PURCHASED RECEIVABLE SECURITY means each Mortgage specified in a Sale
         Notice and acquired by the Trustee, unless the Trustee has ceased to
         have an interest in that Mortgage.

         QUARTERLY COLLECTION PERIOD means in relation to a Quarterly Payment
         Date, the 3 Monthly Collection Periods that precede the calendar month
         in which the Quarterly Payment Date falls. The First Quarterly
         Collection Period is the period from (and excluding) the Cut-Off Date,
         to (and including) 31 March 2001. The last Quarterly Collection Period
         ends on (and includes) the date on which the Trust is terminated under
         clause 3.5 of the Master Trust Deed.

         QUARTERLY DETERMINATION DATE means, in relation to the Trust for a
         Quarterly Collection Period, the date which is 2 Business Days prior to
         the Quarterly Payment Date following the end of that Quarterly
         Collection Period.

         QUARTERLY PAYMENT DATE has the meaning given in clause 4.2(h).

         RATING means the rating specified in clause 4.2(f).

         RECEIVABLE means, in relation to the Trust, the rights of the Approved
         Seller or the Trustee (as the case may require) under or in respect of
         Loans constituted upon acceptance of the Approved Seller's standard
         loan offer for any of its mortgage loan products (or any variation of
         those products after a Sale Notice is or was given) as varied by the
         Approved Seller's standard letter of variation if any (unless that
         variation would make that Receivable cease to comply with the
         Eligibility Criteria).



                                                                         Page 21
<PAGE>

         RECORD DATE means:

         (a)      with respect to a Payment Date for any A$ Note, 4.00pm (Sydney
                  time) on the second Business Day before that Payment Date;

         (b)      with respect to the Payment Date for any Book-Entry Note,
                  close of business on the second Business Day before that
                  Payment Date; and

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

         RECOVERY means any amount received by the Servicer under or in respect
         of a Purchased Receivable and the related Receivable Rights at any time
         after a Finance Charge Loss or Principal Loss has arisen in respect of
         that Purchased Receivable, provided that amount is not otherwise
         payable to a Mortgage Insurer under a Mortgage Insurance Policy.

         REDRAW means, in relation to any Collection Period, an amount provided
         to an Obligor by the Approved Seller under a Purchased Receivable in
         that Collection Period in respect of any principal prepayments
         previously made to the Obligor's loan account in accordance with the
         terms of the Obligor's Purchased Receivable.

         REDRAW CHARGE OFF means the amount of any reduction in the Redraw
         Principal Outstanding under the Redraw Facility Agreement under clause
         5.13.

         REDRAW FACILITY AGREEMENT means, in relation to the Trust, the
         agreement so entitled dated on or about the date of this Supplementary
         Terms Notice between the Trustee, the Manager and the Redraw Facility
         Provider.

         REDRAW FACILITY PROVIDER means, in relation to the Trust, St.George.

         REDRAW PRINCIPAL OUTSTANDING has the meaning given in the Redraw
         Facility Agreement.

         REDRAW RETENTION AMOUNT has the meaning given in clause 5.8(c).

         REDRAW SHORTFALL means the total amount (if any) of Redraws made by the
         Approved Seller for which it has not been reimbursed which remain
         outstanding after:

         (a)      applying Principal Collections towards reimbursement of those
                  Redraws under clause 5.4; and

         (b)      without duplication, drawing on the Redraw Retention Amount
                  (if any).

         REMITTANCE DATE means the day which is two (2) Business Days before a
         Payment Date.

         SALE NOTICE means any Sale Notice (as defined in the Master Trust Deed)
         which may be given by the Approved Seller to the Trustee as trustee of
         the Trust after the date of execution of this Supplementary Terms
         Notice and which is subsequently accepted by the Trustee.

         SECOND STEP-UP MARGIN has the meaning given in clause 4.9(b).



                                                                         Page 22
<PAGE>

         SECURITY TRUST DEED means the agreement so entitled dated on or before
         the date of this Supplementary Terms Notice between the Trustee, the
         Manager, the Note Trustee and the Security Trustee.

         SECURITY TRUSTEE'S FEE means the fee payable under clause 11.2 of the
         Security Trust Deed.

         SELLER LOAN AGREEMENT means the agreement so entitled dated on or about
         the date of this Supplementary Terms Notice between the Approved
         Seller, the Trustee and the Manager.

         SERVICING AGREEMENT means the agreement so entitled dated 19 March 1998
         between the Trustee, the Manager and the Servicer.

         SERVICING FEE means the fee payable under clause 6.1(c) of this
         Supplementary Terms Notice and clause 6.1 of the Servicing Agreement.

         SPREAD has the meaning given in the Currency Swap in respect of
         payments by the Trustee under the Currency Swap.

         STEPDOWN DATE means the Payment Date falling in April 2004.

         STANDBY CURRENCY SWAP PROVIDER means, initially, DLJ International
         Capital and thereafter any other person who is or becomes a party to a
         Currency Swap as Standby Currency Swap Provider in accordance with the
         provisions of the Currency Swap.

         STATED AMOUNT means in relation to the Class A Notes, the Class A
         Stated Amount, in relation to the Class B Notes, the Class B Stated
         Amount and in relation to the Class C Notes, the Class C Stated Amount.

         STEP-UP MARGIN has the meaning given in clause 4.9(a).

         SUBSCRIPTION AGREEMENT means the Underwriting Agreement dated on or
         about the date of this Supplementary Terms Notice between the Trustee,
         the Manager, St. George Bank Limited and CSFB, in relation to
         subscription for the Notes.

         SUPPORT FACILITY means each Support Facility (as defined in the Master
         Trust Deed) which relates to the Trust and includes the Indemnity.

         SUPPORT FACILITY COLLATERAL ACCOUNT means, in relation to a Support
         Facility, each Collateral Account as defined in that Support Facility.

         SWAP PROVIDER means, in relation to a Hedge Agreement, the counterparty
         which enters into that arrangement with the Trustee.

         THREE MONTH BANK BILL RATE on any date means the rate calculated by
         taking the simple average of the rates quoted on the Reuters Screen
         BBSW Page at approximately 10.00am, Sydney time, on each of that date
         and the preceding two Business Days (each a CALCULATION DAY) for each
         BBSW Reference Bank so quoting (but not fewer than five) as being the
         mean buying and selling rate for a bill (which for the purpose of this
         definition means a bill of exchange of the type specified for the
         purpose of quoting on the Reuters Screen BBSW Page) having a tenor of
         90 days [(or, where the relevant date is the first day of the first
         Interest Period, [60 days])] eliminating the highest and lowest mean
         rates and taking the average of the remaining


                                                                         Page 23
<PAGE>

         mean rates and then (if necessary) rounding the resultant figure
         upwards to four decimal places. If on any Calculation Day fewer than
         five BBSW Reference Banks have quoted rates on the Reuters Screen BBSW
         Page, the rate for that date shall be calculated as above by taking the
         rates otherwise quoted by five of the BBSW Reference Banks on
         application by the parties for such a bill of the same tenor. If in
         respect of any Calculation Day the rate for that date cannot be
         determined in accordance with the foregoing procedures then the rate
         for that Calculation Day shall mean such rate as is agreed between the
         Manager and St.George having regard to comparable indices then
         available.

         THRESHOLD RATE means, at any time, 0.25% per annum plus the minimum
         rate of interest that must be set on all Purchased Receivables where
         permitted under the relevant Receivable Agreement which will be
         sufficient (assuming that all relevant parties comply with their
         obligations at all times under the Transaction Documents, the Purchased
         Receivables and the related Receivable Rights), when aggregated with
         the income produced by the rate of interest on all other Purchased
         Receivables and other Authorised Investments, to ensure that the
         Trustee will have available to it sufficient Collections to enable it
         to comply with its obligations under the Transaction Documents relating
         to the Trust as they fall due (including the repayment of any Principal
         Draws by the Final Maturity Date of all Notes).

         TITLE PERFECTION EVENT means, in relation to the Trust, the events set
         out in clause 10.

         TOTAL AVAILABLE FUNDS means, for a Collection Period, the aggregate of:

         (a)      the Available Income for that Collection Period; and

         (b)      any Principal Draw which the Trustee is required to allocate
                  under clause 5.9 on or before the Payment Date for that
                  Collection Period.

         TOTAL INVESTED AMOUNT means, at any time, the sum of:

         (a)      all Invested Amounts of all US$ Notes; and

         (b)      the US$ Equivalent of all Invested Amounts of all A$ Notes, at
                  that time.

         TOTAL PAYMENTS means, in relation to a Collection Period, all amounts
         paid by the Trustee under clause 5.1 on the Payment Date in relation to
         that Collection Period.

         TOTAL STATED AMOUNT means, at any time, the sum of the aggregate of the
         Stated Amounts of all US$ Notes and the aggregate of the US$ Equivalent
         of the Stated Amounts of all Class A-3 Notes, all Class B Notes and all
         Class C Notes at that time.

         TRANSACTION has the meaning given to it under the relevant ISDA Master
         Agreement.

         TRANSACTION DOCUMENT means each Transaction Document (as defined in the
         Master Trust Deed) to the extent that it relates to the Trust, the
         Notes or the Seller Loan Agreement.


                                                                         Page 24
<PAGE>

         TRIGGER EVENT will subsist on any Payment Date if:

         (a)      both:

                  (i)      the average of the Arrears Percentages for the 12
                           Monthly Collection Periods immediately preceding that
                           Payment Date (or, where that payment Date occurs
                           within 12 months of the Closing Date, for the period
                           commencing on the Closing Date and ending on the last
                           day of the Collection Period immediately preceding
                           that Payment Date) (the RELEVANT PERIOD) exceeds 4%;
                           and

                  (ii)     the aggregate Mortgage Shortfalls for the Relevant
                           Period exceeds 10% of the aggregate Initial Invested
                           Amount of the Class B Notes and the Class C Notes; or

         (b)      on that Payment Date, the Total Stated Amount of all Notes is
                  equal to or less than 10% of the aggregate of the Initial
                  Invested Amount of all Notes and the Trustee does not exercise
                  the call option under clause 7.1.

         TRUST means the Crusade Global Trust No. 1 of 2001 constituted under
         the Master Trust Deed and the Notice of Creation of Trust.

         TRUST EXPENSES means, in relation to a Collection Period (and in the
         following order of priority):

         (a)      first, Taxes payable in relation to the Trust for that
                  Collection Period;

         (b)      second, any other Expenses relating to the Trust for that
                  Collection Period which are not covered by (c) to (i)
                  (inclusive) below;

         (c)      third, pari passu the Trustee's Fee for that Collection
                  Period, the Security Trustee's Fee for that Collection Period
                  and any fee payable to the Note Trustee under the Note Trust
                  Deed for that Collection Period;

         (d)      fourth, the Servicing Fee for that Collection Period;

         (e)      fifth, the Manager's Fee for that Collection Period;

         (f)      sixth, the Custodian Fee for that Collection Period;

         (g)      seventh, pari passu any fee or expenses payable to the
                  Principal Paying Agent, any other Paying Agent or the
                  Calculation Agent under the Agency Agreement;

         (h)      eighth, any costs, charges or expenses (other than fees)
                  incurred by, and any liabilities owing under any indemnity
                  granted to, any Note Manager, the Manager, the Security
                  Trustee, the Servicer, the Note Trustee, a Paying Agent or the
                  Calculation Agent in relation to the Trust under the
                  Transaction Documents, for that Collection Period; and

         (i)      ninth, any amounts payable to the Currency Swap Provider under
                  clause 5.21,

         all of the amounts in paragraphs (a) to (i) (inclusive) being EXPENSES
         for the purposes of the Master Trust Deed.



                                                                         Page 25
<PAGE>

         US$ ACCOUNT means, in relation to the Trust, the US$ account opened
         with the Principal Paying Agent or any other account opened and
         maintained outside Australia, with the Principal Paying Agent so long
         as the Principal Paying Agent is an Approved Bank.

         US$ EQUIVALENT means:

         (a)      in relation to an amount denominated or to be denominated in
                  Australian dollars, that amount converted to (and denominated
                  in) US$ at the US$ Exchange Rate; or

         (b)      in relation to an amount denominated in US$ the amount of US$.

         US$ EXCHANGE RATE means, on any date, the rate of exchange (set as at
         the commencement of the Currency Swap) applicable under the Currency
         Swap for the exchange of Australian dollars for United States dollars.

         US$ NOTE means a Class A-1 Note or a Class A-2 Note.

         US$ NOTEHOLDER means a Noteholder of a US$ Note.

2.2      INTERPRETATION

         Clause 1.2 of the Master Trust Deed is incorporated into this
         Supplementary Terms Notice as if set out in full, except that any
         reference to DEED is replaced by a reference to SUPPLEMENTARY TERMS
         NOTICE and any reference to UNITED STATES DOLLARS, USD and US$ is to
         currency of the United States of America.

2.3      LIMITATION OF LIABILITY

         (A)      GENERAL

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

         (B)      LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY

                  (i)      The Trustee enters into this Supplementary Terms
                           Notice 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 this Supplementary Terms Notice or
                           the Trust is limited to and can be enforced against
                           the Trustee only to the extent to which it can be
                           satisfied out of the assets 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
                           Supplementary Terms Notice 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
                           Supplementary Terms Notice or the Trust.


                                                                         Page 26
<PAGE>

                  (ii)     Subject to paragraph (iii) 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.

                  (iii)    The provisions of this clause 2.3 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.

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

                  (v)      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 Supplementary
                           Terms Notice 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 (iii) above.

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

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

2.4      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,


                                                                         Page 27
<PAGE>

         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.

3.       DIRECTION AND TRUST BACK

         (a)      A Trust Back, entitled CRUSADE GLOBAL TRUST BACK NO. 1 OF
                  2001, is created in relation to Other Secured Liabilities
                  secured by the Purchased Receivable Securities.

         (b)      The parties agree that the Trust will be a TRUST for the
                  purposes of the Transaction Documents.

4.       NOTES


4.1      CONDITIONS OF NOTES

         (a)      The conditions of the A$ Notes will be as set out in the
                  Master Trust Deed, as supplemented and amended by the
                  provisions set out in this Supplementary Terms Notice.

         (b)      The conditions of the US$ Notes will be as set out in the
                  Master Trust Deed, the Conditions, the Note Trust Deed and
                  this Supplementary Terms Notice.

4.2      SUMMARY OF CONDITIONS OF NOTES

         Under clause 6.3 of the Master Trust Deed, the Manager provides the
         following information in respect of the Notes.

(a)      Class of Note:                There will be the following Classes of
                                       Notes. Under the Transaction
                                       Documentseach shall be treated as a
                                       separate Class of Notes:
                                       (i)       Class A-1 Notes
                                       (ii)      Class A-2 Notes
                                       (iii)     Class A-3 Notes
                                       (iv)      Class B Notes
                                       (v)       Class C Notes
(b)      Total Initial                 (i)       Notes: Class A-1 Notes -
         Invested Amount of each                 US$180,000,000
         Class                         (ii)      Class A-2 Notes -
                                                 US$718,000,000
                                       (iii)     Class A-3 Notes - A$200,000,000
                                       (iv)      Class B Notes - A$35,200,000
                                       (v)       Class C Notes - A$4,700,000

(c)      Manner and order in which     As set out in clause 5
         principal and interest is to be paid on Notes:



                                                                         Page 28
<PAGE>

(d)      Margin:                       (i)   in the case of the Class A
                                             Notes, up to, and including, the
                                             Quarterly Payment Date falling in
                                             January 2002, the following
                                             percentages per annum in respect of
                                             each Class:

                                             Class A-1 Notes: 0.[*]% per annum
                                             Class A-2 Notes: 0.[*]% per annum
                                             Class A-3 Notes: 0.[*]% per annum;

                                       (ii)  in the case of the Class A-1 Notes
                                             , if the Trustee has not
                                             repurchased or redeemed the
                                             relevant Notes on or before the
                                             Quarterly Payment Date falling in
                                             January 2002, then for each
                                             Interest Period following the
                                             Quarterly Payment Date in January
                                             2002 up to and including the
                                             Quarterly Payment Date falling in
                                             April 2008, the relevant Step-Up
                                             Margin; and

                                       (iii) in the case of the Class A-1 Notes,
                                             if the Trustee has not repurchased
                                             or redeemed all of the Class
                                             A-Notes on or before Quarterly
                                             Payment Date falling in April 2008,
                                             then for each Interest Period after
                                             the Quarterly Payment Date falling
                                             in April 2008, the relevant Margin
                                             will be [*]% per annum;

                                       (iv)  in the case of the Class A-2 Notes
                                             and the Class A-3 Notes, if the
                                             Trustee has not repurchased or
                                             redeemed the relevant Notes on or
                                             before the Quarterly Payment Date
                                             falling in January 2002, then for
                                             each Interest Period following the
                                             Quarterly Payment Date in January
                                             2002 the relevant Step-Up Margin;
                                             and

                                       (v)   in the case of the: Class B Notes:
                                             0.[*]% per annum Class C Notes:
                                             0.[*]% per annum.

(e)      Initial Invested Amount:       Class A-1 Notes: US$[*] per Note.
                                        Class A-2 Notes: US$[*] per Note.
                                        Class A-3 Notes: A$[*] per Note.



                                                                     Page     29
<PAGE>

                           Class B Notes: A$[*] per Note.
                           Class C Notes: A$[*] per Note.

(f)      Rating:           (i)     Class A Notes - AAA long term credit rating
                                   from S&P, Aaa long term credit rating from
                                   Moody's and AAA long term credit rating from
                                   Fitch.

                           (ii)    Class B Notes - AA- long term credit rating
                                   from S&P and AA long term credit rating from
                                   Fitch.

                           (iii)   Class C Notes - A long term credit rating
                                   from S&P and A+ long term credit rating from
                                   Fitch.

(g)      Issue Price:      (i)     Class A-1 Notes - issued at 100 per cent.

                           (ii)    Class A-2 Notes - issued at 100 per cent.

                           (iii)   Class A-3 Notes - issued at 100 per cent.

                           (iv)    Class B Notes - issued at 100 per cent.

                           (v)     Class C Notes - issued at 100 per cent.

(h)      Quarterly
         Payment Dates:    (i)     US$ Notes - the 20th day of April, July,
                                   October and January in each year (New York
                                   time)

                           (ii)    A$ Notes - the 20th day of April, July,
                                   October and January (Sydney time)

                           (iii)   If, in either case, that day is not a
                                   Business Day, the Quarterly Payment Date
                                   shall be adjusted in accordance with the
                                   Modified Following Business Day Convention.
                                   The first Quarterly Payment Date for the US$
                                   Notes will be 20th April 2001 (New York time)
                                   and the first Quarterly Payment Date for the
                                   A$ Notes will be 20th April 2001 (Sydney
                                   time). In each case, the final Quarterly
                                   Payment Date is the earlier of the applicable
                                   Final Maturity Date and the Payment Date on
                                   which the Notes are redeemed in full or, in
                                   the case of the US$ Notes,


                                                                         Page 30
<PAGE>

                                   repurchased under the Conditions.

(i)      Final Maturity
         Date:             (i)     Class A-1 Notes - the Quarterly Payment Date
                                   falling in January 2032 (New York time).

                           (ii)    Class A-2 Notes - the Quarterly Payment Date
                                   falling in January 2032 (New York time).

                           (iii)   Class A-3 Notes - the Quarterly Payment Date
                                   falling in January 2032 (Sydney time).

                           (iv)    Class B Notes - the Quarterly Payment Date
                                   falling in January 2032 (Sydney time).

                           (v)     Class C Notes - the Quarterly Payment Date
                                   falling in January 2032 (Sydney time).

                           (vi)    In each case, the date specified shall be
                                   subject to adjustment in accordance with the
                                   Modified Following Business Day Convention.

4.3               ISSUE OF NOTES

                  (a)      US$ Notes must be issued in amounts, or on terms,
                           such that their offer for subscription and their
                           issue will comply with:

                           (i)     the Financial Services Act 1986 (UK) and all
                                   regulations made under or in relation to that
                                   Act and the Public Offers of Securities
                                   Regulations 1995; and [MBP TO ADVISE]

                           (ii)    the United States Securities Act of 1933, the
                                   Exchange Act, all regulations made under or
                                   in relation to them, and all other laws or
                                   regulations of any jurisdiction of the United
                                   States of America regulating the offer or
                                   issue of, or subscription for, Notes.

                  (b)      A$ Notes must be issued in minimum parcels or
                           subscriptions which have an aggregate Initial
                           Investment Amount of $500,000, (disregarding any
                           amount payable to the extent to which it is to be
                           paid out of money lent by the person offering the
                           Notes or an associate (as defined in Division 2 of
                           Part 1.2 of the Corporations Law)) or must otherwise
                           constitute an issue that does not require disclosure
                           under Part 6D.2 of the Corporations Law.

                  (c)      No A$ Note has been or will be registered under the
                           United States Securities Act of 1933 as amended (the
                           SECURITIES ACT) and the A$ Notes may not be offered
                           or sold within the United States or to, or for the
                           account of benefit of, US persons except in
                           accordance with Regulation S under the Securities Act
                           or pursuant to an exemption from the registration
                           requirements of the Securities Act. Terms used


                                                                         Page 31
<PAGE>

                           in this paragraph have the meanings given to them by
                           Regulation S under the Securities Act.

4.4      TRUSTEE'S COVENANT TO NOTEHOLDERS AND THE NOTE TRUSTEE

         Subject to the terms of the Master Trust Deed and this Supplementary
         Terms Notice, the Trustee:

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

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

                  (i)      make all payments on or in respect of the Notes held
                           by that Noteholder on the due date for payment;

                  (ii)     comply with the terms of this Supplementary Terms
                           Notice and the Transaction Documents to which it is a
                           party; and

                  (iii)    pay the Stated Amount in relation to the Notes held
                           by that Noteholder on the Final Maturity Date and
                           accrued and unpaid interest thereon.

4.5      REPAYMENT OF NOTES ON PAYMENT DATES

         (a)      On each Quarterly Payment Date for a Note, the Invested Amount
                  of that Note shall be reduced by, and the obligations of the
                  Trustee with respect to that Note shall be discharged to the
                  extent of, the amount of the Principal Payment made on that
                  Quarterly Payment Date in respect of that Note.

         (b)      All payments of principal on US$ Notes will be made in United
                  States dollars.

         (c)      All payments of principal on A$ Notes will be made in
                  Australian Dollars.

4.6      FINAL REDEMPTION

         Each Note shall be finally redeemed, and the obligations of the Trustee
         with respect to the payment of the Invested Amount of that Note shall
         be finally discharged, on the first to occur of:

         (a)      the date upon which the Invested Amount of that Note is
                  reduced to zero;

         (b)      the date upon which the relevant Noteholder renounces in
                  writing all of its rights to any amounts payable under or in
                  respect of that Note;

         (c)      the date on which all amounts received by the Note Trustee
                  with respect to the enforcement of the Security Trust Deed are
                  paid to the Principal Paying Agent;

         (d)      the Payment Date immediately following the date on which the
                  Trustee completes a sale and realisation of all Assets of the
                  Trust in


                                                                         Page 32
<PAGE>

                  accordance with the Master Trust Deed and this Supplementary
                  Terms Notice; and

         (e)      the Final Maturity Date.

4.7      PERIOD DURING WHICH INTEREST ACCRUES

         Each Note bears interest calculated and payable in arrears in
         accordance with this Supplementary Terms Notice from the Closing Date
         to the date upon which that Note is finally redeemed under clause 4.6.

4.8      CALCULATION OF INTEREST

         (a)      Subject to paragraph (b) and (d), interest payable on each
                  Note in respect of each Interest Period is calculated:

                  (i)      on a daily basis at the applicable Interest Rate;

                  (ii)     on the Invested Amount of that Note as at the first
                           day of that Interest Period; and

                  (iii)    on the basis of the actual number of days in that
                           Interest Period and a year of 365 days (in the case
                           of A$ Notes) or 360 days (in the case of US$ Notes),

         and shall accrue due from day to day.

         (b)      No interest will accrue on any Note for the period from and
                  including:

                  (i)      the date on which the Stated Amount of that Note is
                           reduced to zero (provided that interest shall
                           thereafter begin to accrue from (and including) any
                           date on which the Stated Amount of that Note becomes
                           greater than zero); or

                  (ii)     if the Stated Amount of the Note on the due date for
                           redemption in full of the Note is not zero, the due
                           date for redemption of the 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 Note at the rate from time to time
                           applicable to the Note until the later of:

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

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

         (c)      All payments of interest on US$ Notes will be made in United
                  States dollars.



                                                                         Page 33
<PAGE>

         (d)      All payments of interest on A$ Notes will be made in
                  Australian dollars.

         (e)      If Interest is not paid in respect of a 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 on that Note
                  until the unpaid Interest, and interest on it, is available
                  for payment and:


                  (i)      in the case of the US$ Notes, notice of that
                           availability has been duly given in accordance with
                           Condition 12; or

                  (ii)     in the case of the A$ Notes, there is full
                           satisfaction of those amounts, to be determined in
                           accordance with clause 32.4 of the Master Trust Deed
                           (as amended in accordance with this Supplementary
                           Terms Notice).

4.9      STEP-UP MARGIN

         (a)      If the Trustee has not repurchased or redeemed all of a Class
                  of the Class A Notes on or before, the Quarterly Payment Date
                  falling in:

                  (i)      the case of the Class A-1 Notes, January 2002;

                  (ii)     the case of the Class A-2 Notes, January 2002;

                  (iii)    the case of the Class A-3 Notes, January 2002,
                           the Margin for that Class on and from that date will
                           be the following percentages per annum (each a
                           STEP-UP MARGIN):

                  (i)      in the case of the Class A-1 Notes, [*]%;

                  (ii)     in the case of the Class A-2 Notes, [*]%; and

                  (iii)    in the case of the Class A-3 Notes, [*]%.

4.10     AGGREGATE RECEIPTS

         Notwithstanding anything in clauses 5.5, 5.6 and 5.8, no Noteholder
         will be entitled to receive aggregate principal under any of those
         clauses on any Note at any time in excess of the Invested Amount for
         that Note at that time.

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

5.       CASHFLOW ALLOCATION METHODOLOGY


5.1      TOTAL AVAILABLE FUNDS

         (a)      (MONTHLY) Subject to paragraph (b), on each Monthly Payment
                  Date (other than a Quarterly Payment Date) and based on the
                  calculations,


                                                                         Page 34
<PAGE>

                  instructions and directions provided to it by the Manager, the
                  Trustee must pay out of Total Available Funds, in relation to
                  the Monthly Collection Period ending immediately before that
                  Monthly Payment Date, the following amounts in the following
                  order of priority:

                  (i)      first, an amount equal to any Accrued Interest
                           Adjustment required to be paid to the Approved Seller
                           (and each of the Trustee, the Noteholders and the
                           other Creditors that have the benefit of the Security
                           Trust Deed acknowledges and agrees that it has no
                           entitlement to the moneys comprising the Accrued
                           Interest Adjustment); and

                  (ii)     second, any interest payable by the Trustee under the
                           Redraw Facility Agreement.

         (b)      (LIMIT) The Trustee shall only make a payment under any of
                  sub-paragraphs (a)(i) or (a)(ii) if it is directed in writing
                  to do so by the Manager 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.

         (c)      (QUARTERLY) Subject to paragraph (d), on each Quarterly
                  Payment Date, and based on the calculations, instructions and
                  directions provided to it by the Manager, the Trustee must pay
                  or cause to be paid out of Total Available Funds, 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, an amount equal to any Accrued Interest
                           Adjustment required to be paid to the Approved Seller
                           (and each of the Trustee, the Noteholders and the
                           other Creditors that have the benefit of the Security
                           Trust Deed acknowledges and agrees that it has no
                           entitlement to the moneys comprising the Accrued
                           Interest Adjustment);

                  (ii)     second, payment to the Swap Provider under the
                           Interest Rate Swap of any Break Payments received by
                           or on behalf of the Trustee from an Obligor or a
                           Mortgage Insurer during the Quarterly Collection
                           Period;

                  (iii)    third, (unless specified later in this clause
                           5.1(c)), Trust Expenses which have been incurred
                           prior to that Quarterly Payment Date and which have
                           not previously been paid or reimbursed under an
                           application of this clause 5.1 (in the order of
                           priority set out in the definition of TRUST
                           EXPENSES);

                  (iv)     fourth, payment to the Redraw Facility Provider of
                           any fees payable by the Trustee under the Redraw
                           Facility Agreement;

                  (v)      fifth, without duplication, any amounts that would
                           have been payable under this clause 5.1(c) (other
                           than under sub-paragraphs (ix) and (xi) (inclusive))
                           on any previous Quarterly Payment Date, if there had
                           been sufficient Total Available Funds, which have not
                           been paid by the Trustee and in the


                                                                         Page 35
<PAGE>

                           order they would have been paid under that prior
                           application of this clause 5;

                  (vi)     sixth, pari passu and rateably as between themselves
                           payment to each Mortgage Insurer of an amount equal
                           to the greater of the following:

                           (A)     zero; and

                           (B)     the difference between any overpayment by it
                                   of amounts in respect of income (for which it
                                   has not previously been reimbursed) and the
                                   aggregate of the Excess Distributions paid to
                                   the Beneficiary on previous Quarterly Payment
                                   Dates under clause 5.3(a);

                  (vii)    seventh, pari passu and rateably as between
                           themselves:

                           (A)     any interest payable by the Trustee under the
                                   Redraw Facility Agreement;

                           (B)     the payment to the Currency Swap Provider
                                   under each Confirmation relating to US$ Notes
                                   of the A$ Class A Interest Amount payable
                                   under that Confirmation at that date; and

                           (C)     the payment to the Class A-3 Noteholders of
                                   the relevant Class A Interest amount;

                  (viii)   eighth, any amounts that would have been payable
                           under sub-paragraph (ix) on any previous Quarterly
                           Payment Date, if there had been sufficient Total
                           Available Funds, which have not been paid by the
                           Trustee;

                  (ix)     ninth, the payment to the Class B Noteholders of the
                           relevant Class B Interest amount as at that date;

                  (x)      tenth, any amounts that would have been payable under
                           subparagraph (xi) on any previous Quarterly Payment
                           Date, if there had been sufficient Total Available
                           Funds, which have not been paid by the Trustee;

                  (xi)     eleventh, the payment to the Class C Noteholders of
                           the Class C Interest amount;

                  (xii)    twelfth, pari passu and rateably as between
                           themselves payment to each Mortgage Insurer of an
                           amount equal to any overpayment by that Mortgage
                           Insurer of amounts in respect of income (for which
                           that Mortgage Insurer has not previously been
                           reimbursed).

         (d)      The Trustee shall only make a payment under any of
                  sub-paragraphs (c)(i) to (c)(xii) inclusive if it is directed
                  in writing to do so by the Manager 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.



                                                                         Page 36
<PAGE>

5.2      EXCESS AVAILABLE INCOME - REIMBURSEMENT OF CHARGE OFFS AND PRINCIPAL
         DRAWS

         (a)      Subject to paragraph (b), 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 following order of priority:

                  (i)      first, the Excess Available Income must be applied in
                           reimbursement of all Principal Charge Offs for that
                           Quarterly Collection Period;

                  (ii)     second, the balance of the Excess Available Income
                           (after application under paragraph (i)) must be
                           applied pari passu and rateably between themselves
                           (based on the Redraw Principal Outstanding and the A$
                           Equivalent of the Stated Amount of the Class A Notes,
                           as the case may be):

                           (A)     as a payment, to the Currency Swap Provider
                                   under a Confirmation relating to the US$
                                   Notes, of the A$ Equivalent of any Carryover
                                   Class A Charge Offs relating to the US$
                                   Notes;

                           (B)     as a payment to the Class A-3 Noteholders of
                                   an amount equal to the Carryover Class A
                                   Charge Offs relating to the Class A-3 Notes;
                                   and

                           (C)     as a repayment under the Redraw Facility
                                   Agreement, as a reduction of, and to the
                                   extent of, the Carryover Redraw Charge Offs;

                  (iii)    third, the balance of the Excess Available Income
                           (after application under paragraphs (i) and (ii))
                           must be applied to all Principal Draws which have not
                           been repaid as at that Quarterly Payment Date;

                  (iv)     fourth, the balance of the Excess Available Income
                           (after application under paragraphs (i) to (iii)
                           (inclusive)) must be applied in or towards
                           reinstating the Stated Amount of the Class B Notes to
                           the extent of any Carryover Class B Charge Offs; and

                  (v)      fifth, the balance of the Excess Available Income
                           (after application under paragraphs (i) to (iv)
                           (inclusive) must be applied in or towards reinstating
                           the Stated Amounts of the Class C Notes to the extent
                           of any Carryover Class C Charge Offs.

                  Any amount applied pursuant to sub-paragraphs (i) to (v)
                  (inclusive) above will be treated as Principal Collections to
                  the extent of that application and in the case of amounts paid
                  under sub-paragraph (ii) or (v) will be paid on the Payment
                  Date following that Determination Date.

         (b)      The Trustee shall only make a payment under any of
                  sub-paragraphs (a)(i) to (a)(v) inclusive if it is directed in
                  writing to do so by the


                                                                         Page 37
<PAGE>

                  Manager and only to the extent that any Excess Available
                  Income remains from which to make the payment after amounts
                  with priority to that payment have been distributed.

5.3      EXCESS DISTRIBUTION

         (a)      The Trustee must at the written direction of the Manager pay
                  any Excess Distribution for a Quarterly Collection Period to
                  the Beneficiary on the relevant Quarterly Payment Date.

         (b)      The Trustee may not recover any Excess Distributions from the
                  Beneficiary once they are paid to the Beneficiary except:

                  (i)      where there has been a manifest error in the relevant
                           calculation of the Excess Distributions; or

                  (ii)     an amount equal to payments made or required to be
                           made by the Trustee under clause 5.1(c)(xii) , and
                           the Beneficiary agrees to pay to the Trustee any such
                           amount.

5.4      INITIAL PRINCIPAL DISTRIBUTIONS

         (a)      (MONTHLY) Subject to paragraph (b), on each Monthly Payment
                  Date (other than a Quarterly Payment Date) and based on the
                  calculations, instructions and directions provided to it by
                  the Manager, the Trustee must distribute or cause to be
                  distributed out of Principal Collections, in relation to the
                  Monthly Collection Period ending immediately before that
                  Monthly Payment Date, the following amounts in the following
                  order of priority:

                  (i)      first, to allocate to Total Available Funds any
                           Principal Draw calculated in accordance with clause
                           5.9; and

                  (ii)     second, to retain in the Collection Account as a
                           provision such amount as the Manager determines is
                           appropriate to make for any anticipated shortfalls in
                           payments under clause 5.1 on the following Monthly
                           Payment Date or Quarterly Payment Date.

         (b)      (MONTHLY LIMIT) The Trustee shall only make a payment under
                  any of sub-paragraphs (a)(i) and (a)(ii) inclusive 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.

         (c)      (QUARTERLY) Subject to paragraph (d), on each Quarterly
                  Payment Date, and based on the calculations, instructions and
                  directions provided to it by the Manager, the Trustee 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, to allocate to Total Available Funds any
                           Principal Draws calculated in accordance with clause
                           5.9;



                                                                         Page 38
<PAGE>

                  (ii)     second, to retain in the Collection Account as a
                           provision such amount as the Manager determines is
                           appropriate to make for any anticipated shortfalls in
                           payments under clause 5.1 on the following Monthly
                           Payment Date or Quarterly Payment Date;

                  (iii)    third, subject to clause 5.8(d), to repay any Redraws
                           provided by the Approved Seller in relation to
                           Purchased Receivables in accordance with clause 5.8
                           to the extent that it has not previously been
                           reimbursed in relation to those Redraws;

                  (iv)     fourth, to repay all Redraw Principal Outstanding
                           under the Redraw Facility Agreement on that Quarterly
                           Payment Date;

                  (v)      fifth, to retain in the Collection Account as a
                           provision to reimburse further Redraws an amount
                           equal to the Redraw Retention Amount for the next
                           Quarterly Collection Period.

         (d)      (QUARTERLY LIMIT) The Trustee shall only make a payment under
                  any of sub-paragraphs (c)(i) to (c)(v) inclusive 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.

5.5      PRINCIPAL DISTRIBUTIONS PRIOR TO STEPDOWN DATE

         Subject to paragraph (b), on each Quarterly Payment Date prior to the
         Stepdown Date, or at any time if a Trigger Event is subsisting, and
         based on the calculations, instructions and directions provided to it
         by the Manager, the Trustee 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:

         (a)      first, all the Initial Principal Distributions for that
                  Collection Period;

         (b)      second, as a payment to the Currency Swap Provider under a
                  Confirmation relating to the Class A-1 Notes, of an amount
                  equal to the lesser of:

                  (i)      the amount available for distribution under this
                           sub-paragraph (b) after all payments which have
                           priority under this clause 5.5; and

                  (ii)     the A$ Equivalent of the Invested Amounts for all
                           Class A-1 Notes;

         (c)      third, as a payment to the Currency Swap Provider under a
                  Confirmation relating to the Class A-2 Notes, of an amount
                  equal to the lesser of:

                  (i)      the amount available for distribution under this
                           sub-paragraph (c) after all payments which have
                           priority under this clause 5.5; and


                                                                         Page 39
<PAGE>

                  (ii)     the A$ Equivalent of the Invested Amounts for all
                           Class A-2 Notes;

         (d)      fourth, as a payment to the Class A-3 Noteholders, of an
                  amount equal to the lesser of:

                  (i)      the amount available for distribution under this
                           sub-paragraph (d) after all payments which have
                           priority under this clause 5.5; and

                  (ii)     the Invested Amounts in respect of all Class A-3
                           Notes;

         (e)      fifth, as payment to the Class B Noteholders, of an amount
                  equal to the lesser of:

                  (i)      the amount available for distribution under this
                           sub-paragraph (e) after all payments which have
                           priority under this clause 5.5; and

                  (ii)     the Invested Amounts in respect of all Class B Notes;

         (f)      sixth, as payment to the Class C Noteholders, of an amount
                  equal to the lesser of:

                  (i)      the amount available for distribution under this
                           sub-paragraph (f) after all payments which have
                           priority under this clause 5.5; and

                  (ii)     the Invested Amounts in respect of all Class C Notes.

         (g)      (LIMIT) The Trustee shall only make a payment under any of
                  sub-paragraphs (a) to (f) inclusive 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.

5.6      PRINCIPAL DISTRIBUTIONS AFTER STEPDOWN DATE

         Subject to paragraph (b), on each Quarterly Payment Date after the
         Stepdown Date, provided that no Trigger Event is subsisting, and based
         on the calculations, instructions and directions provided to it by the
         Manager, the Trustee 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:

         (a)      first, all the Initial Principal Distributions for that
                  Collection Period;

         (b)      as a payment, out of the Class A Principal Distribution
                  Amount:

                  (i)      first, to the Currency Swap Provider under a
                           Confirmation relating to the Class A-1 Notes, of an
                           amount equal to the lesser of:

                           (A)     that Class A Principal Distribution Amount;
                                   and

                           (B)     the A$ Equivalent of the aggregate Invested
                                   Amounts of the Class A1 Notes on that Payment
                                   Date;



                                                                         Page 40
<PAGE>

                  (ii)     second, to the Currency Swap Provider under a
                           Confirmation relating to the Class A-2 Notes, of an
                           amount equal to the lesser of:

                           (A)     the amount of the Class A Principal
                                   Distribution Amount remaining after making
                                   the payment referred to in (b)(i); and

                           (B)     the A$ Equivalent of the aggregate Invested
                                   Amount of the Class A-2 Notes on that Payment
                                   Date,

                  (iii)    third, as a payment to the Class A-3 Noteholders, of
                           an amount equal to the lesser of:

                           (A)     the amount of the Class A Principal
                                   Distribution Amount remaining after making
                                   the payment referred to in (b)(i) and
                                   (b)(ii); and

                           (B)     the aggregate Invested Amount of the Class
                                   A-3 Notes on that Payment Date,

         (c)      as a payment out of the Class B Principal Distribution Amount
                  for that Payment Date to the Class B Noteholders of an amount
                  equal to the aggregate Invested Amount of the Class B Notes on
                  that Payment Date; and

         (d)      as a payment out of the Class C Principal Distribution Amount
                  for that Payment Date to the Class C Noteholders of an amount
                  equal to the aggregate Invested Amount of the Class C Notes on
                  that Payment Date.

         (LIMIT) The Trustee shall only make a payment under any of the
         sub-paragraphs listed above if it is directed in writing to do so by
         the Manager only:

         (a)      in the case of sub-paragraphs (b) to (d) inclusive, to the
                  extent that any Principal Collections remain from which to
                  make the payment after amounts to be paid under paragraph (a);
                  and

         (b)      in the case of sub-paragraphs (b)(i) to (b)(iii) inclusive to
                  the extent that any Principal Collections comprising part of
                  the Class A Principal Distribution Amount remain after the
                  amounts required to be paid under paragraph (b) with priority
                  to that payment have been distributed.

5.7      FINAL MATURITY DATE

         On the Business Day immediately following the date on which all Secured
         Moneys (as defined in the Security Trust Deed) are fully and finally
         repaid, and only after payment of all amounts referred to in paragraphs
         (a) and (c), the Trustee must pay any Principal Collections which
         remain available to the Approved Seller in reduction of the Principal
         Outstanding (as defined in the Seller Loan Agreement) as a full and
         final settlement of the obligations of the Trustee under the Seller
         Loan Agreement.



                                                                         Page 41
<PAGE>

5.8      REDRAWS


         (a)      The Approved Seller, after receiving confirmation that it may
                  do so from the Manager, may make Redraws to Obligors under
                  Purchased Receivables so that the then scheduled principal
                  balance of those Purchased Receivables is not exceeded.

         (b)      The Approved Seller will be reimbursed in relation to any
                  Redraw for which it has not previously been reimbursed under
                  clause 5.4.

         (c)      On each Quarterly Determination Date the Manager shall
                  determine an amount, not exceeding 2% of the total Invested
                  Amount of all Notes, which it reasonably anticipates will be
                  required in the Quarterly Collection Period in which that
                  Quarterly Determination Date occurs to fund further Redraws
                  under Purchased Receivables in addition to any prepayments of
                  principal that it anticipates will be received from Obligors
                  during that Quarterly Collection Period. That amount, from
                  time to time, less amounts withdrawn or deposited as described
                  in this clause 5.8, is called the REDRAW RETENTION AMOUNT. The
                  Manager shall on the day of such determination advise the
                  Trustee of the amount so determined.

         (d)      In addition to the Approved Seller's right of reimbursement
                  under clause 5.8(b), the Trustee shall on each Business Day it
                  receives a direction from the Manager to do so, reimburse the
                  Approved Seller for Redraws made on or before that Business
                  Day for which it has not received reimbursement but only to
                  the extent of the aggregate of:

                  (i)      the Redraw Retention Amount for that Quarterly
                           Collection Period to the extent it has been funded
                           under clause 5.4(c)(v); and

                  (ii)     any amount which the Manager is entitled to direct
                           the Trustee to draw under the Redraw Facility
                           Agreement at that time.

         (e)      If the Manager determines on any Business Day that there is a
                  Redraw Shortfall, the Manager may on that date direct in
                  writing the Trustee to make a drawing under the Redraw
                  Facility Agreement on that or any other Business Day equal to
                  the amount which the Trustee is permitted to draw under clause
                  3.1(c) of the Redraw Facility Agreement at that time.

5.9      DETERMINATION DATE - PAYMENT SHORTFALL

         If the Manager determines on any Monthly Determination Date that there
         is a Payment Shortfall for the relevant Monthly Collection Period the
         Manager must direct the Trustee to pay out of Principal Collections, as
         a principal distribution under clause 5.4, an amount (the PRINCIPAL
         DRAW) equal to the lesser of:

         (a)      the Payment Shortfall; and



                                                                         Page 42
<PAGE>

         (b)      the amount of Principal Collections available for distribution
                  on the Monthly Payment Date following that Monthly
                  Determination Date.

5.10     ALLOCATING LIQUIDATION LOSSES

         On each Quarterly Determination Date, the Manager must determine, in
         relation to the aggregate of all Liquidation Losses arising during that
         Quarterly Collection Period:

         (a)      the amount of those Liquidation Losses which is attributable
                  to interest, fees and expenses in relation to the relevant
                  Purchased Receivables (FINANCE CHARGE LOSS); and

         (b)      the amount of those Liquidation Losses which is attributable
                  to principal in relation to the relevant Purchased Receivables
                  (PRINCIPAL LOSS),

         on the basis that all Liquidation Proceeds actually received by or on
         behalf of the Trustee in relation to a Purchased Receivable are applied
         first against interest, fees and other Enforcement Expenses (other than
         Property Restoration Expenses) relating to that Purchased Receivable,
         and then against the Housing Loan Principal and Property Restoration
         Expenses relating to that Purchased Receivable.

5.11     INSURANCE CLAIMS

         (a)      If, on any Monthly Determination Date, the Manager determines
                  that there has been a Liquidation Loss in relation to a
                  Purchased Receivable during the immediately preceding Monthly
                  Collection Period, the Manager shall direct the Servicer (if
                  the Servicer has not already done so), promptly, and in any
                  event so that the claim is made within the time limit
                  specified in the relevant Mortgage Insurance Policy for that
                  Purchased Receivable without the amount of the claim becoming
                  liable to be reduced by reason of delay, to make a claim under
                  the relevant Mortgage Insurance Policy.

         (b)      Upon receipt of any amount under or in respect of a Mortgage
                  Insurance Policy in payment of a claim referred to in
                  paragraph (a), the Manager must determine which part of the
                  amount is attributable to interest, fees and other amounts in
                  the nature of income, and which part of that amount is
                  attributable to principal.

5.12     PAYMENTS BEFORE PAYMENT DATE

         (a)      Subject to the Transaction Documents, by no later than 4.00 pm
                  (Sydney time) on the Remittance Date for a Collection Period,
                  the Manager must deposit or use its best endeavours to procure
                  that the Servicer deposits, in the Collection Account all
                  Available Income and Principal Collections for that Collection
                  Period to the extent received on or before that date.


                                                                         Page 43
<PAGE>

         (b)      The Manager must direct the Trustee to:

                  (i)      apply amounts credited to the Collection Account in
                           making payments in discharge of the Trustee's
                           obligations under this clause 5; and

                  (ii)     make the applications and reinstatements required or
                           contemplated by this clause 5,

                  in each case, under and in accordance with this clause 5.

5.13     CHARGE OFFS

         If the Principal Charge Offs for any Quarterly Collection Period
         exceeds 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 the end of the Quarterly Collection Period:

         (a)      reduce pari passu and rateably as between themselves the Class
                  C Stated Amount of each of the Class C Notes by the amount of
                  that excess which is attributable to each Class C Note until
                  the Class C Stated Amount is zero (CLASS C CHARGE OFFS); and

         (b)      if the Class C Stated Amount is zero and any amount of that
                  excess has not been applied under paragraph (a), reduce pari
                  passu and rateably as between themselves the Class B Stated
                  Amount of each of the Class B Notes by the amount of that
                  excess which is attributable to each Class B Note until the
                  Class B Stated Amount is zero (CLASS B CHARGE OFFS); and

         (c)      if both the Class C Stated Amount and Class B Stated Amount
                  are zero and any amount of that excess has not been applied
                  under paragraph (b), reduce pari passu and rateably as between
                  the Class A Notes and the Redraw Facility Agreement with
                  respect to the balance of that excess:

                  (i)      rateably as between each of the Class A Notes, the
                           Class A Stated Amount on each of the Class A Notes
                           until the Class A Stated Amount of that Class A Note
                           is zero (CLASS A CHARGE OFFS); and

                  (ii)     the Redraw Principal Outstanding under the Redraw
                           Facility Agreement applied against Redraw Advances
                           (as defined in the Redraw Facility Agreement) in
                           reverse chronological order of their Drawdown Dates
                           (as defined in the Redraw Facility Agreement), until
                           the Redraw Principal Outstanding is zero (REDRAW
                           CHARGE OFFS).

5.14     PAYMENTS INTO US$ ACCOUNT

         (a)      The Trustee shall direct the Currency Swap Provider to pay all
                  amounts denominated in US$ payable to the Trustee by the
                  Currency Swap Provider under the Currency Swap into the US$
                  Account or to


                                                                         Page 44
<PAGE>

                  the Principal Paying Agent under the Agency Agreement on
                  behalf of the Trustee.

         (b)      If any of the Trustee, the Manager or the Servicer receives
                  any amount denominated in US$ from the Currency Swap Provider
                  under the Currency Swap they will promptly pay that amount to
                  the credit of the US$ Account.

5.15     PAYMENTS OUT OF US$ ACCOUNT

         (a)      The Trustee shall, on the direction of the Manager, or shall
                  require that the Principal Paying Agent on its behalf, pay all
                  amounts credited to the US$ Account as follows and in
                  accordance with the Note Trust Deed and the Agency Agreement.

         (b)      All amounts credited to the US$ Account by the Currency Swap
                  Provider in relation to a payment by the Trustee in no order
                  of priority:

                  (i)      under clauses 5.1(c)(v) and (c)(vii)(D), will be paid
                           pari passu in relation to US$ Notes as payments of
                           Class A Interest on those US$ Notes;

                  (ii)     under clause 5.2(a)(ii)(A), will be paid pari passu
                           in relation to US$ Notes in or towards reinstating
                           the Stated Amount of those US$ Notes, to the extent
                           of the Carryover Class A Charge Offs;

                  (iii)    amounts credited under clauses 5.5(b) and 5.6(b)(i),
                           pari passu to Class A-1 Noteholders as Class A
                           Principal Payments on the Class A-1 Notes until the
                           Invested Amounts of the Class A-1 Notes have been
                           reduced to zero; and

                  (iv)     amounts credited under clauses 5.5(c) and 5.5(b)(ii)
                           pari passu to Class A-2 Noteholders as Class A
                           Principal payments on the Class A-2 Notes until the
                           Invested Amounts of the Class A-2 Notes have been
                           reduced to zero.

5.16     ROUNDING OF AMOUNTS

         In making the calculations required or contemplated by this clause 5,
         the Manager shall round calculations to four decimal places, except
         that all monetary amounts shall be rounded down to the nearest cent or
         as otherwise required in this Supplementary Terms Notice.

5.17     MANAGER'S REPORT

         The Manager will provide to the Trustee, the Note Trustee and the
         Designated Ratings Agencies, the Manager's Report for a Collection
         Period no later than 4.00pm (Sydney time) on the Remittance Date
         following that Collection Period.


                                                                         Page 45
<PAGE>

5.18     PAYMENT PRIORITIES FOLLOWING AN EVENT OF DEFAULT: SECURITY TRUST DEED

         Following an Event of Default as defined in the Security Trust Deed,
         the priority of payments with respect to the Trust will be governed by
         the Security Trust Deed.

5.19     PRESCRIPTION

         Despite any other provision of this Supplementary Terms Notice and the
         Master Trust Deed, Condition 8 applies to all amounts payable in
         relation to any US$ Note.

5.20     ACCOUNTING PROCEDURES: PRINCIPAL & INTEREST

         To facilitate the implementation of this Cashflow Allocation
         Methodology, the Manager will keep accounting records in accordance
         with the Transaction Documents and will keep separate ledgers,
         including a "Principal Account", "Income Account" and "Cash Account",
         into which credit and debit entries will be made to record receipts and
         payments of principal, income or amounts unallocated at the relevant
         time.

5.21     REPLACEMENT OF CURRENCY SWAP

         (a)      If the Currency Swap is terminated, the Trustee must, at the
                  direction of the Manager, enter into one or more currency
                  swaps which replace the Currency Swap (other than by way of
                  transfer under section 6(b) of the Currency Swap)
                  (collectively a REPLACEMENT CURRENCY SWAP) but only on the
                  condition:

                  (i)      that the Settlement Amount (as defined in the
                           Currency Swap), if any, which is payable by the
                           Trustee to the Currency Swap Provider on termination
                           of the Currency Swap will be paid in full when due in
                           accordance with this Supplementary Terms Notice and
                           the Currency Swap;

                  (ii)     the ratings assigned to the Notes are not adversely
                           affected; and

                  (iii)    the liability of the Trustee under that Replacement
                           Currency Swap is limited to at least the same extent
                           that its liability is limited under the Currency
                           Swap.

         (b)      If the condition in paragraph (a) is satisfied, the Trustee
                  must at the direction of the Manager enter into the
                  Replacement Currency Swap and if it does so it must direct the
                  provider of the Replacement Currency Swap to pay any upfront
                  premium to enter into the Replacement Currency Swap due to the
                  Trustee directly to the Currency Swap Provider in satisfaction
                  of and to the extent of the Trustee's obligation to pay the
                  Settlement Amount to the Currency Swap Provider as referred to
                  in paragraph (a). If the Settlement Amount (if any) is payable
                  by the Currency Swap Provider to the Trustee, the Manager
                  shall direct the Currency Swap Provider to pay such amount
                  direct to the Replacement Currency Swap Provider in
                  satisfaction of any upfront premium to enter into the
                  Replacement

                                                                         Page 46
<PAGE>

         Currency Swap. Where the upfront premium payable upon entry into the
         Replacement Currency Swap is:

         (i)      payable by the Trustee to the Replacement Swap Provider, then
                  the:

                  (A)      excess of the Settlement Amount over the upfront
                           premium will be included as Available Income for the
                           relevant Collection Period; and

                  (B)      excess of the upfront premium payable over the
                           Settlement Amount will be satisfied by the Trustee as
                           a TRUST EXPENSE; and

         (ii)     payable by the Replacement Swap Provider to the Trustee, then
                  the:

                  (A)      excess of the Settlement Amount over the upfront
                           premium will be satisfied by the Trustee as a Trust
                           Expense; and

                  (B)      excess of the upfront premium over the Settlement
                           Amount will be included as Available Income for the
                           relevant Collection Period.

5.22     NOTICE OF CALCULATIONS

         The calculations outlined in this clause 5, or required to be made by
         the Manager under any Condition, must be made by the Manager and
         notified to the Trustee on each Determination Date. The Manager must
         also notify the Trustee of all details of payments which are to be made
         by or on behalf of the Trustee on each Payment Date. The Manager must
         also notify the Currency Swap Provider of all payments which are to be
         made by or on behalf of the Trustee on each Quarterly Payment Date
         under clauses 5.1(c)(v), 5.1(c)(vii)(D), 5.2(a)(ii)(A), 5.5(b), 5.5(c),
         5.6(b)(i) and 5.6(b)(ii) on each relevant Quarterly Determination Date.
         In the absence of manifest error, each of the Trustee and the Currency
         Swap Provider is entitled to rely conclusively on (and will rely on)
         the Manager's calculations and notifications and is not required to
         (and it will not) investigate the accuracy of them.

5.23 BOND FACTORS

         (a)      On each Quarterly Determination Date, the Manager will, in
                  respect of the Collection Period ending before that Quarterly
                  Determination Date, calculate or otherwise ascertain the Class
                  A Bond Factors, the Class B Bond Factors and the Class C Bond
                  Factors.

         (b)      The Manager shall notify all Class A-3 Noteholders, all Class
                  B Noteholders, all Class C Noteholders, the Principal Paying
                  Agent, the Note Trustee and the Calculation Agent as soon as
                  practicable after (and in any event by not later than the
                  Quarterly Payment Date immediately following) the relevant
                  Quarterly Determination Date of the relevant Class A Bond
                  Factors, the Class B Bond Factor and the Class C Bond Factor.



                                                                         Page 47
<PAGE>

5.24     LOAN OFFSET INTEREST

         On each Monthly Determination Date, the Approved Seller shall pay to
         the Trustee an amount equal to all Loan Offset Interest Amounts for the
         Monthly Collection Period immediately preceding that Monthly
         Determination Date.

6.       MASTER TRUST DEED AND SERVICING AGREEMENT

6.1      COMPLETION OF DETAILS IN RELATION TO MASTER TRUST DEED

         (a)      (MANAGER FEE)

                  For the purpose of clause 15 of the Master Trust Deed, the fee
                  payable to the Manager in respect of the Trust for each
                  Quarterly Collection Period will be an amount calculated:

                  (i)      on the aggregate Housing Loan Principal of the
                           Purchased Receivables on the first day of that
                           Quarterly Collection Period;

                  (ii)     at the rate of 0.09% per annum or as otherwise agreed
                           by the Manager and the Trustee from time to time; and

                  (iii)    on the actual number of days in the Quarterly
                           Collection Period divided by 365 days,

                  and shall accrue due from day to day. That fee is payable in
                  Australian dollars.

         (b)      (TRUSTEE'S FEE AND SECURITY TRUSTEE'S FEE)

                  (i)      For the purpose of clause 19.1 of the Master Trust
                           Deed and clause 11.2 of the Security Trust Deed, the
                           combined fee payable to the Trustee and the Security
                           Trustee in respect of the Trust for each Quarterly
                           Collection Period will be an amount calculated:

                           (A)     on the aggregate Housing Loan Principal of
                                   the Purchased Receivables on the first day of
                                   that Quarterly Collection Period;

                           (B)     at the rate of 0.0275% per annum or as
                                   otherwise agreed by the Manager, the Trustee
                                   and the Security Trustee from time to time;
                                   and

                           (C)     on the actual number of days in the Quarterly
                                   Collection Period divided by 365 days,

                           and shall accrue due from day to day. That fee is
                           payable in Australian dollars.

                  (ii)     If the Trustee or the Security Trustee (as the case
                           may be) is required at any time to undertake duties
                           which relate to the enforcement of the terms of any
                           Transaction Document by the Trustee or Security
                           Trustee (as the case may be) upon a


                                                                         Page 48
<PAGE>

                           default by any other party under the terms of that
                           Transaction Document, the Trustee or Security Trustee
                           (as the case may be) is entitled to such additional
                           remuneration as may be agreed between the Trustee or
                           the Security Trustee (as the case may be) and the
                           Manager or, failing agreement, such amount as is
                           determined by a merchant bank (acting as an expert
                           and not as an arbitrator) selected by the Trustee or
                           the Security Trustee (as the case may be). The
                           determination of such merchant bank shall be
                           conclusive and binding on the Manager and the Trustee
                           or the Security Trustee (as the case may be) so far
                           as the law allows.

         (c)      (SERVICING FEE)

                  For the purpose of clause 6.1 of the Servicing Agreement, the
                  fee payable to the Servicer in respect of the Trust for each
                  Quarterly Collection Period will be an amount calculated:

                  (i)      on the aggregate Housing Loan Principal of the
                           Purchased Receivables on the first day of that
                           Quarterly Collection Period;

                  (ii)     at the rate of 0.40% per annum or as otherwise agreed
                           by the Manager, the Trustee and the Servicer from
                           time to time; and

                  (iii)    on the actual number of days in the Quarterly
                           Collection Period divided by 365 days,

                  or as otherwise agreed by the Trustee, the Manager and the
                  Servicer. That fee shall accrue due from day to day. That fee
                  is payable in Australian dollars.

         (d)      (CUSTODIAN FEE)

                  For the purpose of clause 6.1 of the Custodian Agreement, the
                  fee payable to the Custodian in respect of the Trust for each
                  Quarterly Collection Period will be an amount calculated:

                  (i)      on the aggregate Housing Loan Principal of the
                           Purchased Receivables on the first day of that
                           Quarterly Collection Period;

                  (ii)     at the rate of 0.015% per annum or as otherwise
                           agreed by the Manager, the Trustee and the Custodian
                           from time to time; and

                  (iii)    on the actual number of days in the Quarterly
                           Collection Period divided by 365 days,

                  or as otherwise agreed by the Trustee, the Manager and the
                  Custodian. That fee shall accrue due from day to day. That fee
                  is payable in Australian dollars.



                                                                         Page 49
<PAGE>

         (e)      (FEE CHANGES TO TAKE ACCOUNT OF GST)

         None of the above fees in this clause 6.1 are to be increased by
         reference to any applicable goods and services tax unless:

         (i)      the Trustee, the Manager and the recipient of the relevant fee
                  agree (that agreement not to be unreasonably withheld); and

         (ii)     the increase will not result in the downgrading or withdrawal
                  of the rating of any Notes.

6.2      AMENDMENTS TO MASTER TRUST DEED

         The Master Trust Deed is amended for the purpose of the Trust as
         follows:

         (A)      CLAUSE 1.1 - AUTHORISED INVESTMENT

                  For the purposes of the definition of AUTHORISED INVESTMENT in
                  clause 1.1 of the Master Trust Deed:

                  (i)      each of the investments in paragraphs (b), (d), (e),
                           (f), (g), (h), (i) and (j) of that definition must
                           have a rating of AAA (long term) or A-1+ (short term)
                           (as the case may be) from S&P, a rating of Aaa (long
                           term) or P-1 (short term) (as the case may be) from
                           Moody's and a rating of AAA (long term) or F1+ (short
                           term) (as the case may be) from Fitch to be an
                           AUTHORISED INVESTMENT for the Trust;

                  (ii)     each of the investments in paragraphs (b) and (d)-(j)
                           inclusive of that definition must mature no later
                           than the next Quarterly Payment Date following its
                           acquisition;

                  (iii)    each investment must be denominated in Australian
                           Dollars;

                  (iv)     each investment must be of a type which does not
                           adversely affect the 50% risk weighting attributed to
                           the Notes by the Bank of England (as to which the
                           Trustee may rely on external advice);

                  (v)      each investment must be held by, or in the name of
                           the Trustee or its nominee;

                  (vi)     sub-paragraph (i) is deleted and replaced with the
                           following:

                                   securities which are "mortgage-backed
                                   securities" within the meaning of both the
                                   Duties Act, 1997 of New South Wales and the
                                   Trustee Act, 1958 of Victoria.

                  (vii)    sub-paragraph (j)(1) is deleted and replaced with the
                           following:

                                   prescribed for the purposes of sub-paragraph
                                   (d) of the definition of a "prescribed
                                   property" in the Duties Act, 1997 of New
                                   South Wales, or are otherwise included within
                                   the definition of "pool of mortgages" in that
                                   Act; and



                                                                         Page 50
<PAGE>

                  (viii)   the reference to STAMP DUTIES ACT, 1920 in the last
                           paragraph of that definition is deleted and replaced
                           with DUTIES ACT, 1997.

         (B)      CLAUSE 1.1 - AUTHORISED SIGNATORY

                  The definition of Authorised Signatory is deleted and replaced
                  with the following:

                           AUTHORISED SIGNATORY in relation to any corporation
                           means any person from time to time certified in
                           writing by two directors of the corporation (or, in
                           the case of the Trustee, by any divisional manager)
                           to be an authorised signatory of the corporation,
                           whose signature appears on such certificate and which
                           signature is certified thereon by such directors (or
                           such divisional manager) to be that person's
                           signature(and, in the case of the Trustee or the
                           Security Trustee (as the case may be), also includes
                           any officer of the Trustee or the Security Trustee
                           (as the case may be) who has the word "manager",
                           "group executive" or "counsel" in their title).

         (C)      CLAUSE 1.1 - CEDEL BANK

                  (i)      The definition of Cedel Bank is deleted and the
                           following definition inserted:

                           "CLEARSTREAM, LUXEMBOURG means Clearstream Banking,
                           societe anonyme."

                  (ii)     Each reference to "Cedel Bank" in:

                           (A)     paragraph (u) of the definition of EXPENSES
                                   in clause 1.1; and

                           (B)     the definition of NOTEHOLDERS in clause 1.1,
                                   is deleted and replaced with the words
                                   "Clearstream, Luxembourg"

         (D)      CLAUSE 1.1 - EUROCLEAR

                  The definition of Euroclear is deleted and the following
                  definition inserted:

                           "EUROCLEAR means Euroclear Bank S.A./N.V."

         (E)      CLAUSE 1.1 - EXPENSES

                  For the purposes of the definition of EXPENSES in clause 1.1
                  of the Master Trust Deed, a new paragraph (w) is inserted as
                  follows and the existing paragraph (w) becomes paragraph (x).

                           "(w) any fees and expenses payable to any Stock
                           Exchange [or DTC] from time to time by the Trustee;"
                           [MBP TO CONFIRM]

         (F)      CLAUSE 1.1 - EXTRAORDINARY RESOLUTION

                  For the purposes of the definition of EXTRAORDINARY RESOLUTION
                  in clause 1.1 of the Master Trust Deed, that definition is
                  deleted and the following definition is inserted.


                                                                         Page 51

<PAGE>

          "Extraordinary Resolution" means, in relation to:

          (a)  any Class of A$ Noteholders subject to the provisions of the
               Security Trust Deed:

               (i)  a resolution passed at a meeting of that Class of A$
                    Noteholders duly convened and held in accordance with the
                    provisions contained in clause 29 of this Master Trust Deed
                    by a majority consisting of not less than 75% of the votes
                    able to be cast by the relevant Noteholders (cast by show of
                    hands or poll, as the case may be); or

               (ii) a resolution in writing under clause 29 of this Master Trust
                    Deed signed by all Noteholders in the relevant Class of
                    Noteholders;


          (b)  all Noteholders means, subject to the provisions of the Security
               Trust Deed a resolution passed, in a meeting of all A$
               Noteholders duly convened and held in accordance with the
               provisions contained in clause 29 of this Master Trust Deed and
               in a meeting of US$ Noteholders in accordance with the Note Trust
               Deed, by majority consisting of not less than 75% calculated as
               follows:

                                   (A x I) + U
                                   -----------

                                        T


                    Where: A = the percentage of A$ Noteholders voting in favour
                               of the resolution;


                           I = the US$ Equivalent of the aggregate Invested
                               Amount of all A$ Notes;


                           U = the aggregate Invested Amount of the US$ Notes
                               held by US$ Noteholders who voted in favour of
                               the resolution


                           T = the Total Invested Amount.


          (c)  all Class A Noteholders means, subject to the provisions of the
               Security Trust Deed a resolution passed, in a meeting of all
               Class A-3 Noteholders duly convened and held in accordance with
               the provisions contained in clause 29 of this Master Trust Deed
               and in a meeting of US$ Noteholders in accordance with the Note
               Trust Deed, by majority consisting of not less than 75%
               calculated as follows:

                                   (A x I) + U
                                   -----------

                                        T

                                                                         Page 52
<PAGE>


                    Where: A = the percentage of Class A-3 Noteholders voting in
                               favour of the resolution;


                           I = the US$ Equivalent of the aggregate Invested
                               Amount of all Class A-3 Notes;


                           U = the aggregate Invested Amount of the US$ Notes
                               held by US$ Noteholders who voted in favour of
                               the resolution


                           T = the aggregate Invested Amount of all Class A
                               Notes.


          (g)  CLAUSE 1.1 - DEFINITIONS


               For the purpose of the Trust, the following new definitions are
               inserted, in alphabetical order, in clause 1.1 of the Master
               Trust Deed:


                    APPLICATION FOR NOTES means an application for A$ Notes in
                    the form of schedule 2 to the Supplementary Terms Notice or
                    in such other form as may from time to time be agreed
                    between the Trustee and the Manager.


                    AUSTRACLEAR means Austraclear Limited.


                    AUSTRACLEAR REGULATIONS means the regulations published by
                    Austraclear.


                    AUSTRACLEAR SYSTEM means the System as defined in the
                    Austraclear Regulations.


                    MARKED NOTE TRANSFER means a Note Transfer marked as in
                    accordance with clause 7.15 of this Master Trust Deed.


                    NOTE ACKNOWLEDGEMENT means an acknowledgement of the
                    registration of a person as the holder of an A$ Note in the
                    form set out in schedule 3 to this Supplementary Terms
                    Notice or in such other form as may from time to time be
                    agreed between the Trustee and the Manager.


                    NOTE TRANSFER means a transfer and acceptance of A$ Notes
                    materially in the form of schedule 4 to this Supplementary
                    Terms Notice or in such other form as may from time to time
                    be agreed between the Trustee and the Manager.


                    REGISTER means in relation to a Trust, the register required
                    to be maintained in accordance with clause 28 of this Master
                    Trust Deed.


                                                                         Page 53
<PAGE>

                    REPRESENTATIVE means:

                    (i)  in the case of any A$ Noteholder, a person appointed as
                         a proxy for that Noteholder under clause 29.9; and

                    (ii) without limiting the generality of paragraph (a), in
                         the case of an A$ Noteholder which is a body corporate,
                         a person appointed under clause 29.10 by that A$
                         Noteholder."

          (g)  CLAUSE 1.1 - GUARANTEED INVESTMENT CONTRACT


               For the purposes of the definition of GUARANTEED INVESTMENT
               CONTRACT in clause 1.1 of the Master Trust Deed, the words "or
               any equivalent regulations issued under the Duties Act 1997" are
               inserted at the end of that definition.

          (i)  CLAUSE 1.1 - TERMINATION DATE


               For the purpose of the definition of TERMINATION DATE in clause
               1.1 of the Master Trust Deed, the words "and the Trustee and the
               Manager agree that no further Notes are proposed to be issued by
               the Trustee in relation to that Trust" are inserted at the end of
               paragraph (c)(i) of that definition.

          (j)  CLAUSE 4 - NOTES


               For the purposes of the Trust, clause 4 in the Master Trust Deed
               is deleted and the following new clause 4 is inserted as follows.


               4.   NOTES


               4.1  ACKNOWLEDGEMENT OF INDEBTEDNESS


                    Subject to the terms of this Master Trust Deed and the
                    Supplementary Terms Notice:

                    (a)  each entry in the Register relating to a Trust in
                         respect of an A$ Note; and

                    (b)  each US$ Note issued by a Trust,


                    constitutes an independent and separate acknowledgement to
                    the relevant Noteholder by the Trustee of its indebtedness
                    as trustee of the Trust for the Invested Amount of that Note
                    together with the other rights given to Noteholders under
                    this Master Trust Deed, the Supplementary Terms Notice and
                    the Security Trust Deed, and (in relation to a US$ Note) the
                    Note Trust Deed and the relevant Conditions.


               4.2  LEGAL NATURE OF NOTES

                    (a)  A$ Notes will be in the form of inscribed stock, and
                         the Trustee's obligations in relation to those A$ Notes
                         and under this Master Trust and this Supplementary
                         Terms Notice in respect of those A$ Notes (including
                         any obligation to pay interest or principal) will
                         become effective on inscription in the Register for the
                         Trust under this Master Trust and this Supplementary
                         Terms Notice of the details for those A$ Notes.

                    (b)  US$ Notes will be in registered form in respect of
                         Book-Entry Notes and will be in bearer or registered
                         form in respect of

                                                                         Page 54
<PAGE>

                         Definitive Notes, provided that there will be no bearer
                         notes issued in the United States of America.


               4.3  TERMS OF NOTES

                    (a)  All Notes issued by the Trustee as trustee of a Trust
                         shall be issued with the benefit of, and subject to,
                         this Master Trust Deed, the relevant Supplementary
                         Terms Notice and the relevant Security Trust Deed and,
                         in relation to the US$ Notes, the relevant Note Trust
                         Deed and the relevant Conditions.

                    (b)  The documents referred to in paragraph (a) are binding
                         on the Manager, the Trustee, the Note Trustee, the
                         Security Trustee and the Noteholders.


               4.4  INTEREST AND PRINCIPAL ENTITLEMENT OF NOTEHOLDERS


                    Subject to this Master Trust Deed, the relevant
                    Supplementary Terms Notice and the relevant Security Trust
                    Deed and, in relation to the US$ Notes, the relevant Note
                    Trust Deed and the relevant Conditions (and, in particular,
                    subject to any such provisions which provide for principal
                    losses to be charged off against any Notes), the Trustee as
                    trustee of a Trust shall, in respect of the Notes issued by
                    it in that capacity, pay or cause to be paid to the
                    Noteholders (as relevant) of those Notes;


                    (a)  (INTEREST) Interest Entitlement on each Interest
                         Payment Date; and


                    (b)  (PRINCIPAL) their Principal Entitlement on each
                         Quarterly Payment Date.


               4.5  NOTES NOT INVALID IF ISSUED IN BREACH


                    No Note shall be invalid or unenforceable on the ground that
                    it was issued in breach of this Master Trust Deed, the
                    relevant Supplementary Terms Notice or any other Transaction
                    Document.


               4.6  LOCATION OF A$ NOTES


                    The property in the A$ Notes shall for all purposes be
                    regarded as situated at the place where the Register on
                    which those A$ Notes are recorded is located.


               4.7  NO DISCRIMINATION BETWEEN NOTEHOLDERS


                    There shall not be any discrimination or preference between
                    Notes within the same Class, or the corresponding
                    Noteholders, in relation to a Trust by reason of the time of
                    issue of Notes or for any other reason, subject only to the
                    Supplementary Terms Notice relating to the Notes, the terms
                    of the Security Trust Deed (if any) relating to the Trust
                    and (in relation to the USDUS$ Notes) the relevant Note
                    Trust Deed and the relevant Conditions.


               4.8  NOTE REGISTER


                    In the event that any Definitive Notes are issued in
                    registered form, the Trustee (or if the Trustee fails to do
                    so, the Manager on behalf of the Trustee) will appoint a
                    person to operate and maintain a register of those


                                                                         Page 55
<PAGE>

                    Definitive Notes in accordance with standard United States
                    practice and law.

          (k)  CLAUSE 5.3 - RANKING OF INTEREST OF BENEFICIARY


               For the purposes of clause 5.3 of the Master Trust Deed, the
               Trustee may seek and rely upon a direction from the Note Trustee
               as to the interests of the US$ Noteholders.

          (l)  CLAUSES 6.1 AND 6.6(A) - NOTE ISSUE DIRECTION

               (i)  For the purposes of clause 6.1 of the Master Trust Deed, the
                    Note Issue Direction for the Notes may be issued by the
                    Manager on or at any time prior to the Note Issue Date for
                    the Notes.

               (ii) For the purposes of clause 6.6(a) of the Master Trust Deed,
                    the certification by the Manager may occur on or at any time
                    prior to the Note Issue Date for the Notes.

          (m)  CLAUSE 6.7 - SUBSCRIPTION AGREEMENT

               (i)  Clause 6.7(c) of the Master Trust Deed is amended by
                    replacing paragraph (i) with the following


                    (i)  (TRANSACTION DOCUMENTS) entered into the Transaction
                         Documents to which it is a party in its capacity as
                         trustee of the Trust.

               (ii) For the purposes of clause 6.7(a)(iii), the Trustee will
                    enter into the Subscription Agreements.

          (n)  CLAUSE 6.8 - ACTION FOLLOWING NOTE ISSUE


               For the purposes of the Trust, clause 6.8 of the Master Trust
               Deed is deleted and the following new clause 6.8 is inserted:


                    6.8  ACTION FOLLOWING NOTE ISSUE


                         As soon as practicable after a Note Issue Date for a
                         Trust:


                         (a)  in relation to A$ Notes only:


                              (i)  (ENTER DETAILS IN THE REGISTER) the Trustee
                                   shall enter into the Register for that Trust
                                   in accordance with clause 28 the information
                                   required under clause 28.1;


                              (ii) (ISSUE NOTE ACKNOWLEDGEMENT) the Trustee
                                   shall issue a Note Acknowledgement to each
                                   A$ Noteholder in respect of its holding of
                                   A$ Notes; and


                             (iii) (ISSUE MARKED NOTE TRANSFERS) if requested
                                   by an A$ Noteholder in its Application for
                                   Notes, the Trustee shall issue a Marked Note
                                   Transfer to that A$ Noteholder; and


                                                                         Page 56
<PAGE>

                    (b)  in relation to US$ Notes only, the Trustee shall issue
                         those US$ Notes in accordance with the relevant Note
                         Trust Deed and the relevant Supplementary Terms Notice.

     (o)  CLAUSE 7 - TRANSFER OF NOTES


          For the purpose of this Trust, Clause 7 of the Master Trust Deed is
          deleted and the following new clause 7 is inserted:


          7.   TRANSFER OF NOTES


          7.1  NO RESTRICTIONS ON TRANSFER OF NOTES


               Subject to this Master Trust Deed and the relevant Supplementary
               Terms Notice and (in respect of the US$ Notes) the relevant Note
               Trust Deed and Conditions, there shall be no restriction on the
               transfer of Notes.


          7.2  MINIMUM TRANSFER


               (a)  An A$ Noteholder must not transfer any A$ Notes held by it
                    unless:


                    (i)  the amount payable by the transferee for those A$ Notes
                         is not less than A$500,000; or


                    (ii) the offer or invitation to the transferee by the A$
                         Noteholder in relation to the A$ Notes is an offer or
                         invitation that will not require disclosure under Part
                         6D.2 of the Corporations Law.


               (b)  No A$ Note has been or will be registered under the United
                    States Securities Act of 1933 as amended (the SECURITIES
                    ACT) and may not be offered or sold within the United States
                    or to, or for the account or benefit of, US persons except
                    in accordance with Regulation S under the Securities Act or
                    pursuant to an exemption from the registration requirements
                    of the Securities Act. Terms used in this paragraph have the
                    meanings given to them by Regulation S under the Securities
                    Act.


               (c)  A US$ Noteholder must not transfer any US$ Notes except in
                    accordance with the Financial Services Act 1986 (UK) and all
                    regulations made under or in relation to that Act and the
                    Public Offers of Securities Regulations 1995 and in
                    accordance with the provisions of clause 3.6 of the Note
                    Trust Deed. [MBP TO CONFIRM]


               (d)  None of the Trustee, the Manager, the Servicer, any Note
                    Manager, the Note Trustee, the Security Trustee or an
                    Approved Seller is liable to any Noteholder in relation to a
                    breach by that Noteholder of paragraph (b).


          7.3  FORM OF TRANSFER


               Every transfer of A$ Notes shall be effected by a Note Transfer.


                                                                         Page 57
<PAGE>

          7.4  EXECUTION OF NOTE TRANSFER


               Every Note Transfer shall be duly completed and executed by the
               transferor and transferee.


          7.5  STAMPING OF NOTE TRANSFER


               Every Note Transfer lodged with the Trustee shall be duly stamped
               (if applicable).


          7.6  DELIVERY OF NOTE TRANSFER TO TRUSTEE


               Every Note Transfer shall be delivered to the Trustee, together
               with the Note Acknowledgement to which it relates, for
               registration.


          7.7  REGISTRATION OF TRANSFEREE AS A$ NOTEHOLDER


               Subject to this clause 7, the Trustee shall, on receipt of a Note
               Transfer, enter the transferee in the Register as the holder of
               the A$ Notes which are the subject of the Note Transfer.


          7.8  TRUSTEE ENTITLED TO REFUSE TO REGISTER CLASS B TRANSFER


               The Trustee may refuse to register any Note Transfer which would
               result in:


               (a)  (BREACH) a contravention of or failure to observe:

                    (i)   (MASTER TRUST DEED) the terms of this Master Trust
                          Deed;

                    (ii)  (SUPPLEMENTARY TERMS NOTICE) the terms of the
                          Supplementary Terms Notice;

                    (iii) (SECURITY TRUST DEED) the terms of the Security Trust
                          Deed; or

                    (iv)  (THE LAW) any law of an Australian Jurisdiction; or


               (b)  (REQUIRES REGISTRATION) an obligation to procure
                    registration of any of the above with, or the approval of
                    any of the above by, any Government Agency.


          7.9  REFUSAL TO REGISTER ABSOLUTE


               The Trustee shall not be bound to give any reason for refusing to
               register any Note Transfer and its decision shall be final,
               conclusive and binding. If the Trustee refuses to register a Note
               Transfer it shall, as soon as practicable (and in no event later
               than 7 days after the date the Note Transfer was lodged with it),
               send to the transferor and the transferee notice of such refusal.


          7.10 NO FEE FOR REGISTRATION OF A NOTE TRANSFER


               No fee shall be charged for the registration of any Note
               Transfer.

                                                                         Page 58
<PAGE>



          7.11 TAKING EFFECT OF NOTE TRANSFERS


               (a)  (NOTE TRANSFER NOT EFFECTIVE UNTIL REGISTRATION) A Note
                    Transfer shall not take effect until registered by the
                    Trustee and until the transferee is entered in the Register
                    as the holder of the A$ Notes which are the subject of the
                    Note Transfer, the transferor shall remain the holder of
                    those A$ Notes.


               (b)  (TRANSFER RECEIVED WHEN REGISTER CLOSED) When a Note
                    Transfer is received by the Trustee during any period when
                    the Register is closed for any purpose, the Trustee shall
                    not register the Note Transfer until the Business Day after
                    the day on which that Register is reopened.


          7.12 RIGHTS AND OBLIGATIONS OF TRANSFEREE


               Subject to this Master Trust Deed and the relevant Supplementary
               Terms Notice, a transferee of A$ Notes, on being noted in the
               Register as the holder of the A$ Notes, shall have the following
               rights and obligations:


               (a)  (THOSE OF THE TRANSFEROR) all the rights and the obligations
                    which the transferor previously had; and


               (b)  (THOSE UNDER MASTER TRUST DEED) all the rights and
                    obligations of an A$ Noteholder as provided by this Master
                    Trust Deed and the relevant Supplementary Terms Notice as if
                    the transferee was originally a party to this Master Trust
                    Deed and that Supplementary Terms Notice.


          7.13 PAYMENTS TO TRANSFEREE


               Subject to this Master Trust Deed (including clause 32.1 of the
               Master Trust Deed), on the entry of a transferee of A$ Notes in
               the Register, the transferee shall become entitled to receive any
               payments then due or which may become due to the holder of the
               relevant A$ Notes (including whether or not the entitlement to
               payment wholly or partly arose or accrued prior to the transfer
               and the Trustee shall be discharged for any such payment made to
               the transferee).


          7.14 TRANSMISSION OF ENTITLEMENTS


               (a)  (ELECTION) Any person becoming entitled to an A$ Note as a
                    result of the death, mental incapacity or bankruptcy of an
                    A$ Noteholder may, on producing such evidence as the Trustee
                    requires of their entitlement, elect to be either registered
                    as the A$ Noteholder in respect of the relevant A$ Notes or
                    to transfer the relevant A$ Notes to a third party in the
                    manner specified in this clause.


               (b)  (METHOD OF ELECTION) If an entitled person elects to be
                    registered as the A$ Noteholder, the person shall deliver to
                    the Trustee a notice in writing to this effect signed by the
                    person. If the person elects to have another person
                    registered he or she shall execute a Note Transfer in
                    relation to the relevant A$ Notes in



                                                                         Page 59
<PAGE>

                    favour of that other person. All the provisions of this
                    Master Trust Deed and the relevant Supplementary Terms
                    Notice relating to the transfer of A$ Notes and the
                    registration of Note Transfers shall be applicable to any
                    such notice or Note Transfer as if the death, mental
                    incapacity or bankruptcy of the A$ Noteholder had not
                    occurred and the notice or Note Transfer was a Note Transfer
                    executed by the A$ Noteholder.


               (c)  (DISCHARGE) A person entitled to A$ Notes under this clause
                    shall be entitled to receive and may give a good discharge
                    for all moneys payable in respect of such A$ Notes but,
                    except as otherwise provided by this Master Trust Deed and
                    the relevant Supplementary Terms Notice, shall not be
                    entitled to any of the rights or privileges of an A$
                    Noteholder unless and until the person is entered in the
                    Register as the holder of those A$ Notes.


          7.15 MARKED NOTE TRANSFER


               (a)  (ENTITLEMENT TO MARKING) An A$ Noteholder may from time to
                    time request the Trustee to provide the A$ Noteholder with a
                    Marked Note Transfer.


               (b)  (MARKING) The A$ Noteholder shall deliver a Note Transfer to
                    the Trustee and the Trustee shall mark the Note Transfer in
                    such manner as agreed from time to time by the Trustee and
                    the Manager and issue the same to the A$ Noteholder.


               (c)  (TRUSTEE WILL NOT REGISTER TRANSFER) Until the expiry of 90
                    days (or any substitute period as the Trustee and Manager
                    agree from time to time and as advised to A$ Noteholders)
                    from the date on which the Note Transfer was marked, the
                    Trustee shall not register any transfer of A$ Notes relating
                    to the Marked Note Transfer otherwise than on that Marked
                    Note Transfer.


               (d)  (NO EXTENSION BY CLOSING OF REGISTER) The period referred to
                    in sub-paragraph (c) shall not be extended by the closing of
                    the Register for any purpose.


               (e)  (DELIVERY) A Marked Note Transfer shall be issued to an A$
                    Noteholder by personal delivery at the time the A$
                    Noteholder attends the offices of the Trustee (or such other
                    place nominated by the Trustee) for the marking of the Note
                    Transfer by the Trustee.


          7.16 RELIANCE ON DOCUMENTS


               The Trustee shall be entitled to accept and assume the
               authenticity and genuineness of any Note Transfer or other
               document produced to it and to assume that any Note Transfer or
               other document produced to it has been duly executed. The Trustee
               shall not be bound to enquire into the authenticity or
               genuineness of any Note Transfer or other document, nor shall it
               incur any liability for registering any Note Transfer which is


                                                                         Page 60
<PAGE>

               subsequently discovered to be a forgery or otherwise defective,
               unless the Trustee had actual notice of such forgery or defect at
               the time of registration of such Note Transfer.


          7.17 SPECIMEN SIGNATURES


               The Trustee may (but need not) require each A$ Noteholder to
               submit specimen signatures (and in the case of a corporation may
               require those signatures to be authenticated by the secretary or
               director of such A$ Noteholder) of persons authorised to execute
               Note Transfers on behalf of such A$ Noteholder and shall be
               entitled to assume (until notified to the contrary) that such
               authority has not been revoked.


          7.18 NOTES LODGED WITH AUSTRACLEAR


               If A$ Notes are lodged into the Austraclear System, the Trustee
               shall enter Austraclear in the Register as the holder of those A$
               Notes. While those A$ Notes remain in the Austraclear System:


               (a)  all payments and notices required of the Trustee and the
                    Manager in relation to those A$ Notes will be directed to
                    Austraclear; and


               (b)  all dealings (including transfers) and payments in relation
                    to those A$ Notes within the Austraclear System will be
                    governed by the Austraclear Regulations and need not comply
                    with this clause 7 to the extent of any inconsistency.

     (p)  CLAUSE 7A - NOTE ACKNOWLEDGEMENT


          For the purposes of the Trust a new clause 7A is inserted in the
          Master Trust Deed as follows:


               7A.  NOTE ACKNOWLEDGEMENT


               7A.1 ISSUE OF NOTE ACKNOWLEDGEMENT


                    When a person has been entered in the Register as the holder
                    of A$ Notes, as soon as practicable (and in any event no
                    later than 5 Business Days or such shorter period specified
                    in the relevant Supplementary Terms Notice or as otherwise
                    agreed by the Trustee with the person or the Manager)
                    thereafter, the Trustee shall issue a Note Acknowledgement
                    to that person in respect of those A$ Notes. If the person
                    has been entered into the Register under a Note Transfer and
                    the transferor continues to retain a holding of A$ Notes,
                    the Trustee shall, within the same period stated above,
                    issue to the transferor a Note Acknowledgement in respect of
                    that retained holding of A$ Notes. No certificates will be
                    issued in respect of A$ Notes.


               7A.2 NOTE ACKNOWLEDGEMENT NOT CERTIFICATE OF TITLE


                    A Note Acknowledgement shall not be a certificate of title
                    as to A$ Notes and the Register shall be the only conclusive
                    evidence of the ownership of A$ Notes and the entitlements
                    under them. A Note Acknowledgement cannot be pledged or
                    deposited as



                                                                         Page 61
<PAGE>

                    security nor can an A$ Note be transferred by delivery of
                    only a Note Acknowledgement.


               7A.3 EXECUTION OF NOTE ACKNOWLEDGEMENT


                    Each Note Acknowledgement shall be signed on behalf of the
                    Trustee manually, or in facsimile by mechanical or
                    electronic means, by any Authorised Signatory of the
                    Trustee. If any Authorised Signatory of the Trustee whose
                    signature appears on a Note Acknowledgement dies or
                    otherwise ceases to be an Authorised Signatory before the
                    Note Acknowledgement has been issued, the Trustee may
                    nevertheless issue the Note Acknowledgement.


               7A.4 MORE THAN ONE NOTE ACKNOWLEDGEMENT


                    If an A$ Noteholder wishes to receive more than one Note
                    Acknowledgement it shall return its Note Acknowledgement to
                    the Trustee and at the same time request in writing the
                    issue of a specified number of separate Note
                    Acknowledgements. Subject to clause 4.5, the Trustee shall
                    then cancel the original Note Acknowledgement and issue, in
                    lieu, separate Note Acknowledgements. A fee prescribed by
                    the Trustee (not exceeding $10 for each Note
                    Acknowledgement) shall be paid by the A$ Noteholder to the
                    Trustee.


               7A.5 WORN OUT, DEFACED OR LOST NOTE ACKNOWLEDGEMENT


                    If any Note Acknowledgement is worn out or defaced then, on
                    production to the Trustee, the Trustee may cancel the same
                    and may issue a new Note Acknowledgement. If any Note
                    Acknowledgement is lost or destroyed then, on proof to the
                    satisfaction of the Trustee, and on such indemnity as the
                    Trustee may consider adequate having been given, a new Note
                    Acknowledgement shall be given to the person entitled to
                    such lost or destroyed Note Acknowledgement. An entry as to
                    the issue of the new Note Acknowledgement and of the
                    indemnity (if any) shall be made in the Register. A fee
                    prescribed by the Trustee (not exceeding $10) shall be paid
                    by the person requesting the new Note Acknowledgement to the
                    Trustee.


               7A.6 JOINT HOLDINGS


                    If a single parcel of A$ Notes is held by more than one
                    person, only the person whose name stands first in the
                    Register in relation to that parcel of A$ Notes shall be
                    entitled to:


                    (a)  be issued the relevant Note Acknowledgement and, if
                         applicable, a Marked Note Transfer;


                    (b)  be given any notices; and


                    (c)  be paid any moneys due in respect of such A$ Notes.


               7A.7 DELIVERY OF NOTE ACKNOWLEDGEMENT

                                                                         Page 62
<PAGE>


                    A Note Acknowledgement may be sent to the relevant A$
                    Noteholder by mail or by personal delivery to the A$
                    Noteholder's address appearing in the Register and the Note
                    Acknowledgement so sent shall be at the risk of that A$
                    Noteholder.

     (q)  CLAUSE 8.5 - AUTHORISED INVESTMENT


          For the purposes of Clause 8.5 of the Master Trust Deed, but subject
          always to the right of substitution under clause 8, Authorised
          Investments shall not include those investments specified in
          paragraphs (a) and (c) of the definition of Authorised Investments in
          the Master Trust Deed, namely:

          (i)  Loans secured by Mortgages, those Mortgages, other Related
               Securities and Receivable Rights; and

          (ii) other Receivables, Receivable Securities and Receivable Rights
               approved by the Manager.

     (r)  CLAUSE 12.3(B) SALE NOTICE


          For the purposes of clause 12.3(b) of the Master Trust Deed, a Sale
          Notice may be delivered to the Trustee by the Approved Seller on or at
          any time prior to the Expiry Time.

     (s)  CLAUSE 12.5(A)(III) - CONDITIONS PRECEDENT TO PURCHASE


          For the purposes of clause 12.5(a)(iii) of the Master Trust Deed, the
          following is a condition precedent to the giving of a Sale Notice:

          (i)  (CERTIFIED COPIES) Certified copies of the forms of each Mortgage
               Insurance Policy, and the forms of the Receivable Agreements,
               relating to the Purchased Receivables.

     (t)  CLAUSE 12.6(A)(VII) REPRESENTATIONS AND WARRANTIES


          For the purposes of clause 12.6(a)(vii) of the Master Trust Deed, the
          Approved Seller makes the following further representations and
          warranties in relation to each Sale Notice.

          (i)   (ASSIGNABILITY) All consents required in relation to the
                assignment of the Receivables specified in the Sale Notice and
                the related Receivable Rights have been obtained. Those
                Receivables and Receivable Rights are assignable.

          (ii)  (QUALITY OF TITLE) It is the sole, legal and beneficial owner of
                the Receivables specified in the Sale Notice and the related
                Receivable Rights. Those Receivables and the related Receivable
                Rights, together with the interest of the Approved Seller under
                the Relevant Documents, are owned by it free and clear of any
                Security Interest (other than any Security Interest arising
                solely as the result of any action taken by the Trustee in
                connection with the Trust).

          (iii) (ELIGIBLE RECEIVABLE) As at the relevant Cut-Off Date, each
                Receivable which is specified in the Sale Notice is an Eligible



                                                                         Page 63
<PAGE>

               Receivable. In relation to any related Receivable Security that
               is required to be registered with any Government Agency and
               which is not registered at its Cut-Off Date, it will be
               registered.

          (iv) (RECEIVABLE SECURITIES) Each Receivable and Receivable Security
               which is specified in the Sale Notice and each Related Security
               is legally valid, binding and enforceable against the relevant
               Obligor(s) in all material respects except to the extent that it
               is affected by laws relating to creditors rights generally, or
               doctrines of equity.

          (v)  (SET OFF) Once equitably assigned to the Trustee, no Receivable
               which is specified in the Sale Notice or related Receivable Right
               will be subject to any right of rescission, set off, counterclaim
               or similar defence.

          (vi) (COMPLIANCE WITH LAWS) At the time each Receivable and Receivable
               Security which is specified in the Sale Notice and each Related
               Security was entered into and up to and including the Closing
               Date, it complied in all material respects with applicable laws,
               including, without limitation, where the Consumer Credit
               Legislation applies, the Consumer Credit Legislation and the
               performance by the Approved Seller of its obligations in respect
               of each such Receivable, Receivable Security and Related Security
               (including without limitation, its variation, discharge, release,
               administration, servicing and enforcement) up to and including
               the Closing Date complied in all material respects with
               applicable laws including, without limitation, where the Consumer
               Credit Legislation applied, the Consumer Credit Legislation.

         (vii) (OWNERSHIP) In relation to each Receivable Security which is
               specified in the Sale Notice, the relevant Obligor(s) is or are
               the sole legal owner of the relevant Mortgaged Property and
               registered as the sole proprietor(s) of the relevant Mortgaged
               Property.



                                                                         Page 64
<PAGE>

        (viii) (INSURANCE) Each Receivable which is specified in the Sale
               Notice is the subject of a Mortgage Insurance Policy from a
               Mortgage Insurer for the scheduled term of that Receivable for
               the amount of that Receivable and which is not subject to the
               Pool Policy. The sale of each such Receivable to the Trustee is
               not contrary to the relevant Mortgage Insurance Policy. The
               Approved Seller has not done or omitted to do anything which
               might prejudicially affect or limit its rights or the rights of
               the Trustee under or in respect of a Mortgage Insurance Policy
               (including the payment of any premiums due under that Mortgage
               Insurance Policy) to the extent that those rights relate to that
               Receivable or the related Receivable Rights. On transfer to the
               Trustee of equitable title to a Purchased Receivable:

               (A)  the Trustee will have the benefit of the relevant Mortgage
                    Insurance Policy for that Receivable; and

               (B)  the Approved Seller will procure that the Trustee receives
                    evidence of each Mortgage Insurer's acknowledgement of the
                    transfer.

          (ix) (SOLVENCY OF MORTGAGE INSURER) The Approved Seller does not have
               actual notice that any Mortgage Insurer under any Mortgage
               Insurance Policy in relation to a Receivable is insolvent or will
               be unable to pay a valid claim.

          (x)  (SOLVENCY OF OTHER INSURERS) The officers of the Approved Seller
               who have responsibility for the transactions contemplated by the
               Transaction Documents do not have actual notice that any insurer
               under any insurance policy (other than a Mortgage Insurer under
               any Mortgage Insurance Policy) in relation to a Receivable is
               insolvent or will be unable to pay a valid claim.

          (xi) (SELECTION PROCESS) There is no fraud, dishonesty, material
               misrepresentation or negligence on the part of the Approved
               Seller in connection with the selection and offer to the Trustee
               of any Receivables or related Receivable Securities which is
               specified in the Sale Notice.

         (xii) (NO VOID TRANSACTIONS) The assignment of the Receivables which
               are specified in the Sale Notice and Receivable Rights will not
               be held by a court to be an undervalue transfer, a fraudulent
               conveyance, or a voidable preference under any law relating to
               insolvency.

        (xiii) (SECURITY INTEREST) The sale, transfer and assignment of the
               Approved Seller's interest in the Receivables which are specified
               in the Sale Notice and the related Receivable Rights, will not
               constitute a breach of any Relevant Document or the Approved
               Seller's obligations or a default by the Approved Seller under
               any Security Interest.

                                                                         Page 65
<PAGE>

         (xiv) (RELEVANT DOCUMENTS) The Approved Seller holds in its possession
               or control all Relevant Documents that relate to the Receivables
               and the related Receivable Securities which are specified in the
               Sale Notice necessary to register and enforce the provisions of
               and the security created by the relevant Receivable Securities.

          (xv) (SOLVENCY) The Approved Seller is solvent, is able to pay its
               debts as and when they become due and payable and has no notice
               of, nor taken any steps in relation to, any application or order
               for its winding up or the appointment of a receiver or liquidator
               to it or any of its assets.

         (xvi) (NO RESCISSION, ETC) As at the Cut-Off Date, none of the
               Receivables and none of the Receivable Securities which are
               specified in the Sale Notice were satisfied, cancelled,
               discharged or rescinded and the Mortgaged Property relating to
               each relevant Receivable and Receivable Security had not been
               released from the security of the relevant Receivable Securities.

        (xvii) (INTEREST RATE) Except as specified in a Receivable Agreement,
               a Receivable Security or the Sale Notice, and subject to
               applicable laws, the interest rate for each such Receivable is
               not subject to any limitation, no consent, additional memoranda
               or other writing is required from the relevant Obligor to give
               effect to a change in that rate and any change in that rate will
               be effective on notice being given to that Obligor in accordance
               with the terms of the relevant Receivable or Receivable Security.

       (xviii) (COMPLIANCE WITH PROCEDURES) At the time each Receivable and
               each Receivable Security which is specified in the Sale Notice
               and each Related Security was entered into it complied in all
               material respects with the Approved Seller's underwriting and
               operations procedures, as agreed with the Manager.

         (xix) (GOOD FAITH) Each Receivable and Receivable Security which is
               specified in the Sale Notice and each Related Security was
               entered into by the Approved Seller in good faith.

          (xx) (ORDINARY COURSE OF BUSINESS) At the time each Receivable and
               each Receivable Security which is specified in the Sale Notice
               and each Related Security was entered into, it was not purchased
               by the Approved Seller but was originated in the ordinary course
               of the Approved Seller's business.

         (xxi) (FIRST RANKING SECURITY) In respect of each Receivable and each
               Receivable Security which is specified in the Sale Notice and
               each Related Security, the Approved Seller has taken all
               reasonably necessary steps to ensure that each related Mortgage
               complies with the applicable legal requirements to


                                                                         Page 66
<PAGE>

               be a first ranking Mortgage secured over land, subject to
               registration in due course.

        (xxii) (NO NOTICE OF BANKRUPTCY OR WINDING UP) At the time each
               Receivable and each Receivable Security which is specified in the
               Sale Notice and each Related Security was entered into at any
               time prior to the Closing Date, the Approved Seller had not
               received any notice of any insolvency, bankruptcy or liquidation
               of the Obligor(s) or any guarantors or security providers (except
               that if a Receivable is in Arrears but complies with the
               Eligibility Criteria, the fact that it is in Arrears is not in
               and of itself notice of insolvency) or any notice that any such
               person did not have the legal capacity to enter into the relevant
               Mortgage.

       (XXIII) (NO WAIVER, ETC) As at the Cut-Off Date, none of the
               Receivables and none of the Receivable Securities which is
               specified in the Sale Notice and no Related Security had been
               waived or altered, except in writing and as part of the Relevant
               Documents.

        (XXIV) (INFORMATION ON RECEIVABLES) All information provided by the
               Approved Seller to the Trustee in connection with the
               Receivables, the Receivable Securities and the Related Securities
               was, when given, true and accurate in all material respects and
               not misleading or deceptive and did not omit to state a material
               fact necessary in order to make the statements therein in light
               of the circumstances in which they were made not misleading or
               deceptive.

         (XXV) (NO KNOWLEDGE OF ADVERSE EVENT) As at the Cut-Off Date, the
               Approved Seller was not aware of any circumstance or event that
               may materially and adversely affect:

               (A)  the value or enforceability of any Receivable, Receivable
                    Security or Related Security; or

               (B)  the ability of the Approved Seller to perform its
                    obligations under the Transaction Documents.

        (XXVI) (FAIR CONSIDERATION) The Approved Seller regards the
               consideration paid for the Receivables specified in the Sale
               Notice as fair and equals the outstanding principal of the
               Receivables on the Closing Date (plus or minus $1,000).

       (XXVII) (NO BREACH OF OBLIGATIONS) The Approved Seller is not in
               breach of any obligation or agreement which has had or may have a
               Material Adverse Effect.

      (XXVIII) (DEPOSIT ACCOUNT) If the Approved Seller has required an
               Obligor to establish a deposit account with it in relation to a
               Receivable, the Approved Seller has done so for administrative
               convenience only.

                                                                         Page 67
<PAGE>

        (XXIX) (WAIVER OF SET-OFF) The Approved Seller's standard form of
               Receivable Agreement includes a clause to the effect that the
               relevant Obligor waives all rights of set-off as between the
               Obligor and the Approved Seller.

         (xxx) (AUSTRALIAN DOLLARS) Each Receivable is, at the Closing Date,
               denominated and payable only in Australian dollars in Australia.

     (u)  CLAUSE 12.6(D)(II) - OFFER AND ACCEPTANCE


          Clause 12.6(d)(ii) of the Master Trust Deed is amended by:

          (i)   deleting to the satisfaction of the Manager and the Trustee and
                inserting (if capable of remedy to the satisfaction of the
                Manager and the Trustee);

          (ii)  replacing "." at the end of sub-clause (G) with "; and"; and

          (iii) inserting a new sub-clause (H) as follows:


               (H)  the Approved Seller shall indemnify the Trustee from and
                    against any and all damages, losses, claims, liabilities and
                    related costs and expenses including legal costs and
                    expenses on a full indemnity basis that the Trustee may
                    sustain or incur under the Consumer Credit Legislation as a
                    direct or indirect consequence of a breach of the Approved
                    Seller's representation and warranty under clause 6.2(h)(vi)
                    of the Supplementary Terms Notice, together with any
                    relevant break costs for which the Trustee is liable in
                    relation to the prepayment of any Hedge Agreement for the
                    Trust.

     (v)  CLAUSE 12.6(D)(V) - LIMIT ON DAMAGES


          Clause 12.6(d)(v) of the Master Trust Deed is amended by adding the
          following after the word "damages" in the last line:


               except for a breach of the Approved Seller's representation and
               warranty under clause 6.2(h)(vi) of the Supplementary Terms
               Notice where, in addition, the Approved Seller will indemnify the
               Trustee from and against any and all damages, losses, claims,
               liabilities and related costs and expenses including legal costs
               and expenses on a full indemnity basis the Trustee may sustain or
               incur under the Consumer Credit Legislation as a direct or
               indirect consequence of that breach.

     (w)  CLAUSE 12.7(A)(I) - APPROVED SELLER UNDERTAKINGS


          For the purposes of clause 12.7(a)(i) of the Master Trust Deed, the
          Approved Seller provides the following further undertaking:

          (i)  (MORTGAGE INSURANCE POLICY REQUIREMENTS) it will do, or refrain
               from doing, at the direction of the Trustee or the Manager, such
               acts and things as may be required under the relevant Mortgage
               Insurance Policy which may only be done or not done (as the case
               may be) by a credit provider for the purposes of the Consumer
               Credit Legislation.

                                                                         Page 68
<PAGE>

     (x)  CLAUSE 14.9 - ACCOUNTING FOR MONEYS RECEIVED


          Clause 14.9(a) of the Master Trust Deed shall be replaced by the
          following:


               The Manager will pay to, or to an account of the Trustee, within
               2 Business Days of receipt, all moneys coming into its hands
               belonging to the Trust or payable to the Trust.

     (y)  CLAUSE 14.10 - REUTERS


               The Manager may prepare and arrange for the publication by
               Reuters (or another customary electronic medium) of summary pool
               performance data for the Trust in a format similar to that used
               by other mortgage-backed securities or asset-backed securities
               (as the case may be) in the Australian market. If it does, the
               Manager shall provide a copy of the report as soon as practicable
               after preparation to the Designated Rating Agencies. The report
               shall include a statement agreed between the Manager and the
               Trustee summarising the extent of the Trustee's liability under
               the Trust.

     (x)  CLAUSE 14.20 - ADDITIONAL COVENANTS BY MANAGER


               For the purposes of clause 14.20 of the Master Trust Deed, the
               Manager shall also:

         (i)   (FILING) make all filings which the Manager is actually aware are
               required in connection with the Trust or the Assets of the Trust
               with any Governmental Agency in any jurisdiction;

         (ii)  (COMPLY WITH OBLIGATIONS AND LAWS) promptly comply with all other
               duties and obligations imposed on the Manager by the Transaction
               Documents in relation to the Trust and comply with all relevant
               material laws in the relevant jurisdiction in carrying out such
               duties and obligations;

         (iii) (NOTIFICATION TO DESIGNATED RATING AGENCIES) notify the
               Designated Rating Agencies that a Class of Notes has been fully
               and finally redeemed when the aggregate Invested Amount of that
               Class of Notes has been reduced to zero; and

         (iv)  (STEP-UP MARGIN) if a Step-Up Margin applies to any Note under
               clause 4.9, not direct the Trustee to enter into or extend a
               Transaction under an Interest Hedge (as defined in the relevant
               Interest Hedge) unless the Manager is of the opinion that the
               amounts payable by the provider of that Interest Hedge to the
               Trustee in relation to the Transaction are calculated with
               reference to that Step-Up Margin.

     (aa) CLAUSE 16.1(C) - RETIREMENT BY MANAGER


          Clause 16.1(c) of the Master Trust Deed shall be amended by replacing
          the words fraud, negligence or wilful default in the second last and
          last lines with the words breach of contract.

                                                                         Page 69
<PAGE>

     (bb) CLAUSE 16.6 - TRUSTEE TO ACT AS MANAGER IF NO SUCCESSOR APPOINTED


          Clause 16.6 of the Master Trust Deed shall be replaced with the
          following:


          (a)  When a notice is given under clause 16.4 of this Master Trust
               Deed, the Trustee shall be entitled to appoint some other
               corporation to be the Manager of the Trust on any terms the
               Trustee sees fit (including the amount of Manager's Fee that
               would be payable to the replacement Manager at market rates)
               provided that the terms of that appointment will not have an
               adverse affect on the ratings of the Notes.


          (b)  Subject to paragraph (c) below, until a replacement Manager is
               appointed under paragraph (a) above, the Manager must continue to
               act as Manager and be entitled to the Manager's Fee while so
               acting.


          (c)  If a replacement Manager is not appointed at the end of the
               period of notice specified in a notice given under clause 16.4 of
               this Master Trust Deed:


               (i)  the Trustee must itself perform the obligations and
                    functions which this Deed contemplates being performed by
                    the Manager, until a successor Manager is appointed in
                    accordance with this Deed and be entitled to the Manager's
                    Fee while so acting; and


               (ii) the resignation of the Manager will become effective.

     (cc) CLAUSE 17.2


          For the purposes of this Trust clause 17.2 of the Master Trust Deed,
          the following new paragraph (z) is inserted and the existing paragraph
          (z) becomes paragraph (aa).


               (CLEARING SYSTEMS) to lodge Notes, or arrange for Notes to be
               lodged, with DTC, or a depository for DTC; and

     (dd) CLAUSE 18.3 - TO ACT HONESTLY, DILIGENTLY AND PRUDENTLY


               Clause 18.3 of the Master Trust Deed is amended by:

               (i)  replacing "." at the end of paragraph (j) with "; and"; and

               (ii) inserting a new sub-clause (k) as follows:


                      (REMOVAL OF THE TRUSTEE'S AGENTS OR DELEGATES) as soon as
                      practicable in any event within 45 days' notice from the
                      Manager to do so, remove any agent or delegate of the
                      Trustee that breaches any obligation or duty imposed on
                      the Trustee under this Master Trust Deed or any other
                      Transaction Document in relation to the Trust provided
                      that the Manager reasonably believes such breach will have
                      a Material Adverse Effect.

                                                                         Page 70
<PAGE>

     (ee) CLAUSE 21.1 - OPENING OF BANK ACCOUNTS


          For the purposes of this Trust, clause 21.1(d) of the Master Trust
          Deed is amended by:

          (i)  adding the words other than a Collection Account after the words
               "if an Account" in line 1 of that clause; and

          (ii) adding the following new clause 21.1(e):

               (e)  (CHANGE BANK ACCOUNTS) If a Collection Account is held with
                    a Bank which ceases to be an Approved Bank then the Manager
                    must direct the Trustee to, and the Trustee shall, as soon
                    as practicable, and in any event, within 2 days of receipt
                    of actual notice of that cessation;

                    (i)  commence opening an account with an Approved Bank (the
                         NEW COLLECTION ACCOUNT); and

                    (ii) commence transferring funds standing to the credit of
                         the Collection Account to the New Collection Account,


                         and as soon as practicable (and in any event within 5
                         Business Days of receipt of actual notice of that
                         cessation) ensure that all funds standing to the credit
                         of the Collection Account have been transferred to the
                         New Collection Account.

               (f)  The Servicer shall do all things necessary to assist the
                    Manager and the Trustee to comply with their obligations
                    under this clause 21.1.

     (ff) CLAUSE 23.9 - NO RESPONSIBILITY FOR SERVICER


          Clause 23.9 of the Master Trust Deed shall be amended by replacing the
          words the fraud, negligence or wilful default of in the second last
          line with the words "a breach of contract by."

     (gg) CLAUSE 28 - ASSET REGISTER


          For the purposes of this Trust clause 28 of the Master Trust Deed is
          deleted and a new clause 28 inserted as follows:


          28.  THE REGISTER


          28.1 DETAILS TO BE KEPT ON REGISTER


               The Trustee shall keep or cause to be kept a register with
               respect to the Trust, on which shall be entered:

               (a)  the following information relating to the Trust:

                    (i)  (NAME) the name of the Trust;

                    (ii) (CREATION) the date of the creation of the Trust;

               (b)  the following information relating to each A$ Note issued in
                    relation to the Trust:

                    (iii) (CLASS) the Class of that A$ Note;

                                    Page 71
<PAGE>

                    (iv) (NOTE ISSUE DATES) its Note Issue Date;

                    (v)  (INITIAL INVESTED AMOUNT) the total Initial Invested
                         Amount of all A$ Notes of the same Class and the total
                         Initial Invested Amount of all A$ Notes;

                    (vi) (INVESTED AMOUNT) its Invested Amount from time to
                         time;

                   (vii) (STATED AMOUNT) its Stated Amount from time to time;

                  (viii) (SUPPLEMENTARY TERMS) details of any supplementary
                         terms applicable to it;

                    (ix) (DATE OF ENTRY) the date on which a person was entered
                         as the holder of that A$ Note;

                    (x)  (DATE OF CESSATION) the date on which a person ceased
                         to be a holder of that A$ Note;

                    (xi) (DETAILS) where applicable, Payment Dates, Principal
                         Amortisation Dates, Maturity Dates and Margin on that
                         A$ Note; and (xii) (PAYMENTS) a record of each payment
                         made in respect of that A$ Note, and

               (c)  the following information relating to each A$ Noteholder:

                  (xiii) (DETAILS OF NOTEHOLDERS) that A$ Noteholder's name
                         and address;

                   (xiv) (NUMBER OF A$ NOTES) the number of A$ Notes in each
                         Class held by that A$ Noteholder;

                    (A)  (NOTE ACKNOWLEDGEMENT) the serial number of each Note
                         Acknowledgement issued to that A$ Noteholder and the
                         number and Class of the A$ Notes to which that Note
                         Acknowledgement relates;

                    (B)  (ACCOUNT) the account to which any payments due to that
                         A$ Noteholder are to be made (if applicable);

                    (C)  (TAX FILE NUMBER) a record of whether the Trustee has
                         or has not received the tax file number (TFN), ABN or
                         reason for TFN exemption, in respect of that A$
                         Noteholder; and

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

               (i)  is required by the Supplementary Terms Notice;

                                                                         Page 72
<PAGE>

                    (ii) the Trustee considers necessary or desirable; or

                    (iii) the Manager reasonably requires.


          28.2 ASSET REGISTER


               The Trustee shall keep or cause to be kept an asset register with
               respect to the Trust, in which shall be entered the Authorised
               Investments and other Assets of the Trust (other than Purchased
               Receivables and the related Receivable Rights) entered into the
               relevant asset register on an individual basis.


          28.3 PLACE OF KEEPING REGISTER, COPIES AND ACCESS


               The Register shall be:

               (a)  (PLACE KEPT) kept at the Trustee's principal office in
                    Sydney or at such place as the Trustee and the Manager may
                    agree;

               (b)  (ACCESS TO MANAGER AND AUDITOR) open to the Manager and the
                    Auditor of the Trust to which it relates to inspect during
                    normal business hours;

               (c)  (INSPECTION BY A$ NOTEHOLDERS) open for inspection by A$
                    Noteholders during normal business hours but only in respect
                    of information relating to that A$ Noteholder or the Class
                    of A$ Notes in respect of which that A$ Noteholder is a
                    Noteholder; and


               (d)  (NOT FOR COPYING) unavailable to be copied by any person
                    (other than the Manager) except in compliance with such
                    terms and conditions (if any) as the Manager and Trustee in
                    their absolute discretion nominate from time to time.


          28.4 DETAILS ON REGISTER CONCLUSIVE

               (a)  (RELIANCE ON REGISTER) The Trustee shall be entitled to rely
                    on the Register in clause 28.1 as being a correct, complete
                    and conclusive record of the matters set out in it at any
                    time and whether or not the information shown in the
                    Register is inconsistent with any other document, matter or
                    thing.

               (b)  (NO TRUSTS ETC) The Trustee shall not be obliged to enter on
                    the Register notice of any trust, Security Interest or other
                    interest whatsoever in respect of any Note and the Trustee
                    shall be entitled to recognise person named in the Register
                    as the A$ Noteholder and the absolute owner of relevant A$
                    Notes and the Trustee shall not be bound or affected by any
                    trust affecting the ownership of any A$ Note unless ordered
                    by a court or required by statute.

                                                                         Page 73
<PAGE>

               (c)  (REGISTER NOT TO BE SIGNED) The Trustee shall ensure that it
                    does not sign or otherwise execute any entry in a Register.


          28.5 CLOSING OF REGISTER


               The Trustee may:

               (a)  without prior notice to any Noteholder close the Register
                    established under clause 28.1:


                    (i)  in relation to all A$ Notes, each period from the close
                         of business (Sydney time) on the Business Day preceding
                         each Payment Date in respect of such A$ Notes to close
                         of business on that Payment Date; or


                    (ii) when required for the Auditor to conduct any audit in
                         relation to the Trust; or

               (b)  with prior notice to each A$ Noteholder, close the Register
                    for other periods not exceeding 30 days (or such other
                    period of time as agreed between the Trustee and the
                    Manager, with the approval of an Extraordinary Resolution of
                    the relevant Class of A$ Noteholders), in aggregate, in any
                    calendar year.


          28.6 ALTERATION OF DETAILS ON REGISTER


               On the Trustee being notified of any change of name or address or
               payment or other details of any A$ Noteholder by that A$
               Noteholder, the Trustee shall alter the Register accordingly, as
               soon as reasonably practicable (and in any event within 5
               Business Days of receipt of that notice).


          28.7 CERTIFICATION OF REGISTER


               If:


               (a)  an entry is omitted from the Register;


               (b)  an entry is made in the Register otherwise than in
                    accordance with the Master Trust Deed or this Supplementary
                    Terms Notice;


               (c)  an entry wrongly exists in the Register;


               (d)  there is an error, omission, misdescription or defect in any
                    entry in the Register; or


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


               the Trustee shall rectify the same upon becoming aware of it.


          28.8 CORRECTNESS OF REGISTER


               Neither the Manager nor the Trustee shall be liable for any
               mistake in the Register or in any purported copy except to the


                                                                         Page 74
<PAGE>

               extent that the mistake is attributable to its fraud, negligence
               or breach of trust.


          28.9 MANAGER MUST PROVIDE INFORMATION


               The Manager must provide the Trustee and any person appointed in
               accordance with clause 28.10 with such information as the Trustee
               or that other person may reasonably require to maintain the
               Register.


          28.10 THIRD PARTY REGISTRAR


               The Trustee may cause the Register to be maintained by a third
               party on its behalf and require that person to discharge the
               Trustee's obligations under the Master Trust Deed and this
               Supplementary Terms Notice in relation to the Register.

     (hh) CLAUSE 29 - MEETINGS OF NOTEHOLDERS


          For the purposes of the Trust, clause 29 of the Master Trust Deed is
          deleted and a new clause 29 inserted as follows:


          29.1 US$ NOTEHOLDERS


               (a)  Any proposal requiring the consent of US$ Noteholders will
                    be determined in accordance with the Note Trust Deed.


               (b)  The provisions of this clause 29, other than this clause
                    29.1, shall not apply to US$ Notes.


          29.2 CONVENING OF MEETINGS BY TRUSTEE AND MANAGER


          (a)  The Trustee or the Manager may at any time convene a meeting of
               the A$ Noteholders or of a Class or Classes of A$ Noteholders.


          (b)  A$ Noteholders, who together hold A$ Notes with an aggregate
               Invested Amount of not less than 20% of the total Invested
               Amounts of all A$ Notes in the relevant Class or Classes or
               Notes, may at any time convene a meeting of the relevant Class or
               Classes of A$ Noteholders (as the case may be).


          29.3 NOTICE OF MEETINGS


          (a)  (PERIOD OF NOTICE) Subject to clause 29.3(b) at least 7 days'
               notice (inclusive of the day on which the notice is given and of
               the day on which the meeting is held) of a meeting of a Class or
               Classes of A$ Noteholders (as the case may be) shall be given to
               all A$ Noteholders in the relevant Class or Classes of A$
               Noteholders.


          (b)  (SHORT NOTICE) Notwithstanding clause 29.3(a), if it is so agreed
               by a majority in number of the Class or Classes of A$ Noteholders
               (as the case may be) (as the case may be) having the right to
               attend and vote at a



                                                                         Page 75
<PAGE>

               meeting, being a majority that together hold at least 95% of the
               then outstanding A$ Notes in the relevant Class or Classes of A$
               Notes, a resolution may be proposed and passed at a meeting of
               which less than 7 days' notice has been given.


          (c)  (FAILURE TO GIVE NOTICE) The accidental omission to give notice
               to or the non-receipt of notice by a Noteholder shall not
               invalidate the proceedings at any meeting.


          (d)  (COPIES) A copy of a notice convening a meeting shall be given by
               the Trustee or the Manager (whichever is convening the meeting)
               to the other, and also to the Beneficiary and the Designated
               Rating Agencies. Failure to give such a notice in accordance with
               this clause shall invalidate the meeting unless the party who has
               not received the notice waives the invalidation.


          (e)  (METHOD OF GIVING NOTICE) Notice of a meeting shall be given in
               the manner provided in this deed.


          (f)  (CONTENTS OF A NOTICE) Notice of a meeting of any Class or
               Classes of A$ Noteholders shall specify:


               (i)   (TIME ETC) the day, time and place of the proposed meeting;


               (ii)  (AGENDA) the agenda of the business to be transacted at the
                     meeting;


               (iii) (PROPOSED RESOLUTION) the terms of any proposed resolution;


               (iv)  (CLOSING OF REGISTER) that the persons appointed to
                     maintain the relevant Register, for the purpose of
                     determining those entitled to attend, may not register any
                     Note Transfer relating to A$ Notes in the relevant Class or
                     Classes for the period of 2 Business Days prior to the
                     meeting;


               (v)   (APPOINTMENT OF PROXIES) that appointments of proxies must
                     be lodged no later than 24 hours prior to the time fixed
                     for the meeting; and

               (i)   (ADDITIONAL INFORMATION) such additional information as the
                     person giving the notice thinks fit.


          29.4 CHAIRPERSON


               The Trustee may nominate a person to be chairperson of a meeting
               which has been convened by the



                                                                         Page 76
<PAGE>

               Trustee or the Manager. The chairperson need not be an A$
               Noteholder and may be a representative of the Trustee. If such a
               person is not present or is present but unwilling to act, then
               the relevant Class or Classes of A$ Noteholders (as the case may
               be) present may choose an A$ Noteholder to be the chairperson.


          29.5 QUORUM


               At any meeting any two or more persons present in person being
               either of the relevant Class or Classes of A$ Noteholders (as the
               case may be) or a Representative, holding or representing, A$
               Notes in the relevant Class, with an aggregate Invested Amount of
               not less than 75% of the Invested Amounts of all A$ Notes
               outstanding in that Class shall form a quorum for the transaction
               of business and no business (other than the choosing of a
               chairperson) shall be transacted at any meeting unless the
               requisite quorum is present at the commencement of business.


          29.6 ADJOURNMENT


               (a)  (QUORUM NOT PRESENT) If within 15 minutes from the time
                    appointed for any meeting a quorum is not present, the
                    meeting shall stand adjourned (unless the Trustee agrees
                    that it be dissolved) for such period, not being less than 7
                    days nor more than 42 days, as may be appointed by the
                    chairperson. At such adjourned meeting two or more persons
                    present in person being either of the relevant Class or
                    Classes of A$ Noteholders (as the case may be) or a
                    Representative, holding or representing, A$ Notes in the
                    relevant Class, with an aggregate Invested Amount of not
                    less than 50% of the Invested Amounts of all A$ Notes
                    outstanding in that Class shall form a quorum and shall have
                    the power to pass any resolution and to decide on all
                    matters which could properly have been dealt with at the
                    meetings from which the adjournment took place had a quorum
                    been present at such meeting.


               (b)  (ADJOURNMENT OF MEETING) The chairperson may with the
                    consent of (and shall if directed by) any meeting adjourn
                    the same from time to time and from place to place but no
                    business shall be transacted at any adjourned meeting except
                    business which might lawfully have been transacted at the
                    meeting from which the adjournment took place.


               (c)  (NOTICE OF ADJOURNED MEETING) At least 5 days' notice of any
                    meeting adjourned through want of a quorum shall be given in
                    the same manner as for the original meeting and such notice
                    shall state the quorum required at such adjourned meeting.
                    It shall not,




                                                                         Page 77
<PAGE>

                    however, otherwise be necessary to give any notice of an
                    adjourned meeting.


          29.7 VOTING PROCEDURE


               (a)  (SHOW OF HANDS) Every resolution submitted to a meeting
                    shall be decided in the first instance by a show of hands
                    and, in case of equality of votes, the chairperson shall
                    both on a show of hands and on a poll have a casting vote in
                    addition to the vote or votes (if any) to which he or she
                    may be entitled as an A$ Noteholder or as a Representative.


               (b)  (DECLARATION) At any meeting, unless a poll is (before or on
                    the declaration of the result of the show of hands)
                    demanded, a declaration by the chairperson that a resolution
                    has been carried by a particular majority or lost or not
                    carried by any particular majority is conclusive evidence of
                    the fact without proof of the number or proportion of the
                    votes recorded in favour of or against such resolution.


               (c)  (POLL) If at any meeting a poll is demanded by the
                    chairperson, the Trustee or the Manager or by one or more
                    persons being either of the relevant Class or Classes of A$
                    Noteholders (as the case may be) or a Representative,
                    holding or representing, A$ Notes in the relevant Class,
                    with an aggregate Invested Amount of not less than 2% of the
                    Invested Amounts of all A$ Notes outstanding in that Class,
                    it shall be taken in such manner and (subject to this
                    clause) either at once or after such an adjournment as the
                    chairperson directs and the result of such poll shall be
                    deemed to be the resolution of the meeting at which the poll
                    was demanded as at the date of the taking of the poll. The
                    demand for a poll shall not prevent the continuance of the
                    meeting for the transaction of any business other than the
                    question on which the poll has been demanded. The demand for
                    a poll may be withdrawn.


               (d)  (NO ADJOURNMENT) Any poll demanded at any meeting on the
                    election of a chairperson or on any question of adjournment
                    shall be taken at the meeting without adjournment.


               (e)  (VOTES) Subject to clause 29.7(a), at any meeting:


                    (i)  on a show of hands, every person present being an A$
                         Noteholder in respect of the relevant Class or Classes
                         of A$ Notes holding, or being a Representative holding
                         or representing, then outstanding $A Notes of the
                         relevant Class or Classes (as the case may be) shall
                         have one vote; and


                                                                         Page 78
<PAGE>

                    (ii) on a poll, every person present shall have one vote for
                         each $A Note of the relevant Class or Classes (as the
                         case may be) then outstanding that he or she holds or
                         in respect of which he or she is a Representative as
                         stated in the relevant Register at the date the notices
                         are dispatched to the relevant A$ Noteholders for the
                         meeting.


                    Any person entitled to more than one vote need not use all
                    his or her votes or cast all his or her votes to which he or
                    she is entitled in the same way.


          29.8 RIGHT TO ATTEND AND SPEAK


               The Trustee, the Manager and the relevant Beneficiary (through
               their respective representatives) and their respective financial
               and legal advisers shall be entitled to attend and speak at any
               meeting of the A$ Noteholders or any Class (as the case may be).
               No person shall otherwise be entitled to attend or vote at any
               meeting of the A$ Noteholders or any Class (as the case may be)
               unless he or she holds outstanding A$ Notes of the relevant Class
               or is a Representative holding , or representing the holder of,
               A$ Notes of the relevant Class.


          29.9 APPOINTMENT OF PROXIES


               (a)  (REQUIREMENTS) Each instrument appointing a proxy shall be
                    in writing and, together (if so required by the Trustee)
                    with proof satisfactory to the Trustee of its due execution,
                    shall be deposited at the registered office of the Trustee
                    or at such other place as the Trustee shall designate or
                    approve not less than 24 hours before the time appointed for
                    holding the meeting or adjourned meeting at which the named
                    proxy proposes to vote and in default, the instrument or
                    proxy shall be treated as invalid unless the chairperson of
                    the meeting decides otherwise before such meeting or
                    adjourned meeting proceeds to business. A notarially
                    certified copy proof (if applicable) of due execution shall
                    if required by the Trustee be produced by the proxy at the
                    meeting or adjourned meeting but the Trustee shall not be
                    obliged to investigate or be concerned with the validity of
                    the instrument, or the authority of, the proxy named in any
                    such instrument. Any person may act as a proxy whether or
                    not that person is an A$ Noteholder.


               (b)  (PROXY REMAINS VALID) Any vote given in accordance with the
                    terms of an instrument of proxy conforming with clause
                    29.9(a) shall be valid notwithstanding the previous death or
                    insanity of the principal, revocation or amendment of the
                    proxy or of


                                                                         Page 79
<PAGE>

                    any of the A$ Noteholder's instructions under which it was
                    executed, so long as no intimation in writing of such death,
                    insanity, revocation or amendment is received by the Trustee
                    at its registered office or by the chairperson of the
                    meeting in each case not less than 24 hours before the
                    commencement of the meeting or adjourned meeting at which
                    the proxy is used.


         29.10 CORPORATE REPRESENTATIVES


               A person authorised under section 250D of the Corporations Law,
               by an A$ Noteholder being a body corporate, to act for it at any
               meeting shall, in accordance with his or her authority until his
               or her authority is revoked by the body corporate concerned, be
               entitled to exercise the same powers on behalf of that body
               corporate as that body corporate could exercise if it were an
               individual A$ Noteholder and shall be entitled to produce
               evidence of his or her authority to act at any time before the
               time appointed for the holding of or at the meeting or adjourned
               meeting or for the taking of a poll at which he proposes to vote.


         29.11 RIGHTS OF REPRESENTATIVES


               A Representative of an A$ Noteholder shall have the right to
               demand or join in demanding a poll and shall (except and to the
               extent to which the Representative is specially directed to vote
               for or against any proposal) have power generally to act at a
               meeting for that A$ Noteholder. The Trustee, the Manager and any
               officer of the Trustee and the Manager may be appointed a
               Representative.


         29.12 POWERS OF A MEETING OF A$ NOTEHOLDERS


               (a)  (POWERS) Subject to the Security Trust Deed (and in
                    particular any power of the Note Trustee and the Class A-3
                    Noteholders to override the decisions of either or both of
                    the Class B Noteholders and the Class C Noteholders), a
                    meeting of all or any Class A$ Noteholders shall, without
                    prejudice to any rights or powers conferred on other persons
                    by the Transaction Documents, only have power to do the
                    following exercisable by Extraordinary Resolution:


                    (i)  to sanction any action that the Trustee, the Manager or
                         the relevant Servicer proposes to take to enforce the
                         provisions of any Transaction Document;


                    (ii) to sanction any proposal by the Manager, the Trustee or
                         the relevant Servicer for any modification, abrogation,
                         variation or compromise of, or arrangement in respect
                         of, the rights of the relevant Class or Classes of



                                                                         Page 80
<PAGE>

                         A$ Noteholders against the Trustee, the Manager, an
                         Approved Seller or the relevant Servicer whether such
                         rights arise under any Transaction Document or
                         otherwise;


                   (iii) to sanction the exchange or substitution of the
                         relevant Class or Classes of A$ Notes for, or the
                         conversion of the relevant Class or Classes of A$ Notes
                         into, other obligations or securities of the Trustee or
                         any other body corporate formed or to be formed;


                    (iv) under clause 33.2 of the Master Trust Deed, to consent
                         to any alteration, addition or modification of any
                         Transaction Document which shall be proposed by the
                         Trustee or the Manager;


                    (v)  to discharge or exonerate the Trustee, the Manager, an
                         Approved Seller or the relevant Servicer from any
                         liability in respect of any act or omission for which
                         it may become responsible under any Transaction
                         Document;


                    (vi) to authorise the Trustee, the Manager, the relevant
                         Servicer or any other person to concur in and execute
                         and do all such documents, acts and things as may be
                         necessary to carry out and give effect to any
                         Extraordinary Resolution; and


                   (vii) to exercise any other power expressly granted under
                         the Supplementary Terms Notice.


          (b)  (NO POWER) No meeting of the Class A$ Noteholders shall have
               power to, nor shall any resolution submitted to the meeting
               propose or have the effect of:

                    (i)  removing the Servicer or the Manager from office;


                    (ii) interfering with the management of the Trust;


                   (iii) winding up or terminating the Trust (except as
                         contemplated by clause 29.12(a)(vii));


                    (iv) altering the Authorised Investments of the Trust;


                    (v)  amending any Transaction Document (except as
                         contemplated by clause 29.12(a)); or


                    (vi) altering the Interest Payment Dates, Principal Payment
                         Dates, Interest, Principal Entitlements or the other
                         terms of the



                                                                         Page 81
<PAGE>

                         Supplementary Terms Notice (subject to clause
                         29.12(a)(iii)).


         29.13 EXTRAORDINARY RESOLUTION BINDING ON A$ NOTEHOLDERS


               An Extraordinary Resolution passed at a meeting of any Class or
               Classes of A$ Noteholders duly convened and held in accordance
               with this deed shall be binding on all of the relevant Class or
               Classes of A$ Noteholders whether or not present at such meeting.
               Each such A$ Noteholder, the Trustee and the Manager shall be
               bound to give effect to that resolution accordingly.


         29.14 MINUTES AND RECORDS


               Minutes of all resolutions and proceedings at every meeting of
               any Class of A$ Noteholders shall be made and duly entered in the
               books to be from time to time provided for that purpose by the
               Trustee and any such minutes purporting to be signed by the
               chairperson of the meeting at which such resolutions were passed
               or proceedings transacted or by the chairperson of the next
               succeeding meeting of that Class of A$ Noteholders shall be
               conclusive evidence of those matters and until the contrary is
               proved every such meeting in respect of the proceedings of which
               minutes have been made and signed shall be deemed to have been
               duly convened and held and all resolutions passed or proceedings
               transacted at such meeting to have been duly passed and
               transacted.


         29.15 WRITTEN RESOLUTIONS


               Notwithstanding the preceding provisions of this clause 29, a
               resolution of a Class or Classes of A$ Noteholders (including an
               Extraordinary Resolution) may be passed, without any meeting or
               previous notice being required, by an instrument or instruments
               in writing which has or have:


               (a)  in the case of a resolution (including an Extraordinary
                    Resolution) of the relevant Class or Classes of A$
                    Noteholders (as the case may be), been signed by all of the
                    A$ Noteholders in the relevant Class or Classes of Class A$
                    Noteholders; and


               (b)  any such instrument shall be effective on presentation to
                    the Trustee for entry in the records referred to in clause
                    29.14.


         29.16 FURTHER PROCEDURES FOR MEETINGS


               Subject to all other provisions contained in this deed, the
               Trustee may, without the consent of any A$ Noteholders, prescribe
               such further regulations regarding the holding of any meetings of
               any or all Classes of A$ Noteholders and attendance and voting at
               such meetings as the Trustee may, with the agreement of the


                                                                         Page 82
<PAGE>

               Manager, determine including particularly (but without prejudice
               to the generality of the above) such regulations and requirements
               as the Trustee thinks reasonable:


               (a)  (ENTITLEMENT TO VOTE) so as to satisfy itself that persons
                    who purport to attend or vote at any meeting of any A$
                    Noteholders are entitled to do so in accordance with this
                    deed; and


               (b)  (FORMS OF REPRESENTATIVE) as to the form of appointment of a
                    Representative,


               but the Trustee may not decrease the percentage of a Class or
               Classes of A$ Noteholders required to pass an Extraordinary
               Resolution or an ordinary resolution.

     (ii) CLAUSE 32 - PAYMENTS GENERALLY


          For the purpose of the Trust clause 32 is amended as follows:

          (i)  Clause 32.1 of the Master Trust Deed is deleted and replaced with
               the following.


          32.1 PAYMENTS TO NOTEHOLDERS

               (a)  Any payment made by or on behalf of the Trustee in respect
                    of any US$ Note shall be made in accordance with the
                    relevant Supplementary Terms Notice, the relevant Note Trust
                    Deed and the relevant Agency Agreement;

               (b)  Any payment made by or on behalf of the Trustee in respect
                    of any A$ Note shall be made to the person whose name is, on
                    the Record Date, entered in the Register as the holder of
                    the relevant A$ Note (or in the case of joint A$
                    Noteholders, to the person whose name first appears in the
                    Register).

          (ii) Clause 32.2 of the Master Trust Deed is deleted and replaced with
               the following.


          32.2 MANAGER TO ARRANGE PAYMENTS


                    The Trustee will:

                    (a)  prepare or cause to be prepared all cheques which are
                         to be issued to A$ Noteholders and to Beneficiaries and
                         stamp the same as required by law; or

                    (b)  otherwise arrange payments under clause 32.7.


                    The Trustee will sign (by autographical, mechanical or other
                    means) cheques for despatch on the day on which they ought
                    to be despatched.

          (iii) Clause 32.4 of the Master Trust Deed is deleted and replaced
                with the following.


               32.4 PAYMENT GOOD DISCHARGE

                    There is a full satisfaction of the moneys payable under an
                    A$ Note, and a good discharge to the Trustee, the Manager or
                    the



                                                                         Page 83
<PAGE>

                    Servicer (as the case may be) in relation to that A$ Note,
                    when the cheque is despatched by post in accordance with
                    clause 32.2(a) or, if not posted, delivered to the A$
                    Noteholder or as directed by the A$ Noteholder. None of the
                    Trustee, the Manager or the Servicer shall be responsible
                    for any moneys which are not credited to the bank account of
                    an A$ Noteholder or a Beneficiary if the Trustee's bank has
                    been instructed to effect the direct transfer referred to in
                    clause 32.7(c).


                    There is a full satisfaction of the moneys payable under a
                    US$ Note, and a good discharge to the Trustee, the Manager
                    or the Servicer (as the case may be) in relation to that US$
                    Note, when so provided under the Note Trust Deed.

          (iv) Clause 32.6 of the Master Trust Deed is deleted and replaced with
               the following.


               32.6 TAXATION


                    (a)  (NET PAYMENTS) Subject to this clause, payments in
                         respect of the Notes shall be made free and clear of,
                         and without deduction for, or by reference to, any
                         present or future Taxes of any Australian Jurisdiction
                         unless required by law.


                    (b)  (INTEREST WITHHOLDING TAX - A$ NOTES) All payments in
                         respect of the A$ Notes will be made without
                         withholding or deduction for, or on account of, any
                         present or future taxes, duties or charges of
                         whatsoever nature unless the Trustee or any person
                         making payments on behalf of the Trustee is required by
                         applicable law to make any such payment in respect of
                         the A$ Notes subject to any withholding or deduction
                         for, or on account of, any present or future taxes,
                         duties or charges of whatever nature. In the event the
                         Trustee or the person making payments on behalf of the
                         Trustee (as the case may be) makes such payment after
                         such withholding or deduction has been made, the
                         Trustee or the person making such payments on behalf of
                         the Trustee (as the case may be) shall account to the
                         relevant authorities for the amount so required to be
                         withheld or deducted and neither the Trustee nor any
                         person making payments on behalf of the Trustee( as the
                         case may be) will be obliged to make any additional
                         payments to A$ Noteholders in respect of that
                         withholding or deduction.


                    (c)  (INTEREST WITHHOLDING TAX - US$ NOTES) Payments on US$
                         Notes by or on behalf of the Trustee will be made
                         subject to deduction for any Interest Withholding Tax
                         and all other withholdings and deductions referred to
                         in Condition 7. In the event the Trustee or the person
                         making payments on behalf of the Trustee (as the case
                         may be) makes such payment after such withholding or
                         deduction has been made, the Trustee or the person
                         making such payments on behalf of the


                                                                         Page 84
<PAGE>

                         Trustee (as the case may be) shall account to the
                         relevant authorities for the amount so required to be
                         withheld or deducted and neither the Trustee nor any
                         person making payments on behalf of the Trustee (as the
                         case may be) will be obliged to make any additional
                         payments to US$ Noteholders in respect of that
                         withholding or deduction.


                    (d)  (TAX FILE NUMBERS) The Trustee or any person making
                         payments on behalf of the Trustee will be required to
                         deduct tax-at-source on interest payments on any A$
                         Note to each A$ Noteholder who has or is required to
                         have a Tax File Number or an Australian Business Number
                         or an exemption (as the case may be) at the highest
                         personal marginal tax rate unless the Trustee receives
                         from such A$ Noteholder the Tax File Number of that A$
                         Noteholder, the Australian Business Number of that A$
                         Noteholder or evidence of any exemption the A$
                         Noteholder may have from the need to advise the Trustee
                         of a Tax File Number. The Tax File Number, Australian
                         Business Number or appropriate evidence (as the case
                         may be) must be received by the Trustee not less than
                         ten Business Days prior to the relevant payment date.
                         The Trustee, or any person making any payments on
                         behalf of the Trustee, is entitled to deduct any such
                         tax-at-source required to be paid by it in relation to
                         A$ Notes at that highest personal marginal tax rate if
                         no Tax File Number, Australian Business Number or
                         exemption (as the case may be) is provided.

          (v)  A new Clause 32.7 is inserted into the Master Trust Deed as
               follows.


               32.7 PAYMENT METHODS - A$ NOTES


                    Any moneys payable by the Trustee, the Manager or the
                    Servicer to an A$ Noteholder or to a Beneficiary under this
                    Master Trust Deed and the relevant Supplementary Terms
                    Notice shall be paid by the Trustee in Sydney or if the
                    Trustee elects may be paid by:

                    (a)  (CHEQUE) crossed not negotiable cheque in favour of the
                         A$ Noteholder or the Beneficiary (as the case may be)
                         and despatched by post to the address of the A$
                         Noteholder shown in the Register on the Record Date or
                         to the address of the Beneficiary for the purposes of
                         clause 31;

                    (b)  (ELECTRONIC TRANSFER) electronic transfer through
                         Austraclear;

                                                                         Page 85
<PAGE>

                    (c)  (DIRECT PAYMENT) by direct transfer to a designated
                         account of the A$ Noteholder or the Beneficiary held
                         with a bank or other financial institution in
                         Australia; or

                    (d)  (OTHER AGREED MANNER) any other manner specified by the
                         A$ Noteholder or the Beneficiary (as the case may be)
                         and agreed to by the Manager and the Trustee.

     (jj) CLAUSE 33.14


          For the purposes of clause 30.12 of the Master Trust Deed, insert a
          new paragraph (j) as follows and renumber the existing paragraph (j)
          as paragraph (k):


               (j)  (FOR ACTS OF NOTE Registrar) for any act, omission or
                    default of any Note Registrar appointed under the relevant
                    Agency Agreement or Note Trust Deed, in relation to its
                    duties and obligations under the relevant Agency Agreement
                    or Note Trust Deed, except where the Note Registrar is the
                    Trustee.

     6.3  AMENDMENTS TO THE SERVICING AGREEMENT


          The Servicing Agreement is amended for the purpose of the trust as
          follows:

          (a)  Clause 5.2(a) is amended by replacing the words on the Remittance
               Date for that Collection Period with the words on or before the
               expiration of five (5) Business Days from receipt by the
               Servicer.

          (b)  Clause 5.2(b)(ii) is amended by replacing the words five Business
               Days following receipt by the Servicer with the words immediately
               upon receipt by the Servicer.

7.        CALL AND TAX REDEMPTION
--------------------------------------------------------------------------------

7.1       CALL


          The Trustee must, when so directed by the Manager (at the Manager's
          option), having given not more than 60 nor less than 45 days' notice
          to the Class A Noteholders in accordance with, in the case of the US$
          Notes, Condition 12 and in the case of the Class A-3 Notes, in
          accordance with the terms of this Supplementary Terms Notice and the
          Master Trust Deed, purchase or redeem all, but not some only of the
          Class A Notes by repaying the Invested Amount, or, if the Class A
          Noteholders, by Extraordinary Resolution of the Class A Noteholders so
          agree, the Stated Amount, of those Class A Notes, together with
          accrued interest to (but excluding) the date of repurchase or
          redemption on any Quarterly Payment Date falling on or after the
          earlier of:

          (a)  the Quarterly Payment Date on which the Total Stated Amount of
               all Notes is equal to or less than 10% of the aggregate of the
               Initial Invested Amount of all Notes; and

          (b)  (i) in the case of Class A-1 Notes, the Quarterly Payment Date
                   falling in April 2008;

                                                                         Page 86
<PAGE>

              (ii) in the case of Class A-2 Notes, the Quarterly Payment Date
                   falling in April 2008; or

             (iii) in the case of Class A-3 Notes, the Quarterly Payment Date
                   falling in April 2008,


          provided that the Trustee will be in a position on such Quarterly
          Payment Date to discharge (and the Manager so certifies to the Trustee
          and the Note Trustee upon which the Trustee and the Note Trustee will
          rely conclusively) all its liabilities in respect of the Class A Notes
          (at their Invested Amount or their Stated Amount if so agreed by the
          Class A Noteholders) and any amounts which would be required under the
          Security Trust Deed to be paid in priority or pari passu with the
          Class A Notes if the security for the Notes were being enforced.

7.2      TAX EVENT


          If the Manager satisfies the Trustee and the Note Trustee immediately
          prior to giving the notice referred to below that either:

          (a)  on the next Quarterly Payment Date the Trustee would be required
               to deduct or withhold from any payment of principal or interest
               in respect of the 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

          (b)  the total amount payable in respect of interest in relation to
               any of the Purchased Receivables for a Collection Period ceases
               to be receivable (whether or not actually received) by the
               Trustee during such Collection Period,


          the Trustee must, when so directed by the Manager, at the Manager's
          option (provided that the Trustee will be in a position on such
          Quarterly Payment Date to discharge (and the Manager will so certify
          to the Trustee the Note Trustee all its liabilities in respect of the
          Class A Notes (at their Invested Amount or if the Class A Noteholders
          have agreed by Extraordinary Resolution and have so notified the
          Trustee and the Manager not less than 21 days before such Quarterly
          Payment Date, at their Stated Amount) and any amounts which would be
          required under the Security Trust Deed to be paid in priority or pari
          passu with the Class A Notes if the security for the Notes were being
          enforced), having given not more than 60 nor less than 45 days' notice
          to the Class A Noteholders in accordance with Condition 12 redeem all,
          but not some only, of the Class A Notes at their Invested Amount (or,
          if the Class A Noteholders by Extraordinary Resolution have so agreed,
          at their Stated Amount) together with accrued interest to (but
          excluding) the date of redemption on any subsequent Quarterly Payment
          Date, provided that the Class A Noteholders may by Extraordinary
          Resolution elect, and shall notify the Trustee and the Manager not
          less than 21 days before the next Quarterly Payment Date following the
          receipt of notice of such proposed redemption, that they do not
          require the Trustee to redeem the Class A Notes.

                                                                         Page 87
<PAGE>

8.        SUBSTITUTION OF PURCHASED RECEIVABLES
--------------------------------------------------------------------------------

8.1       APPROVED SELLER SUBSTITUTION

          (a)  The Trustee must, at the direction of the Manager (at the
               Manager's option), at any time replace a Receivable of the Trust
               which has been repurchased by the Approved Seller under clause
               12.6(d) of the Master Trust Deed using the funds received from
               the repurchase to purchase a substitute Eligible Receivable from
               the Approved Seller, if available.

          (b)  The Approved Seller may elect to sell a substitute Receivable to
               the Trustee (which the Trustee shall acquire if it is directed by
               the Manager to do so), provided the substitute Receivable
               satisfies the following requirements:

               (i)   it complies with the Eligibility Criteria;

               (ii)  at the time of substitution, the substitute Receivable has
                     a maturity date no later than the date being 2 years prior
                     to the Final Maturity Date;

               (iii) the substitution will not adversely affect the Rating;

               (iv)  the relevant Mortgage Insurer has confirmed that the
                     substitute Receivable is covered by the relevant Mortgage
                     Insurance Policy; and

               (v)   it is selected by the Manager in accordance with clause
                     8.3.

8.2       OTHER SUBSTITUTIONS


          The Trustee must, at the direction of the Manager (at the Manager's
          option), at any time:

          (a)   replace a Mortgage relating to a Purchased Receivable;

          (b)   allow an Obligor to replace the Mortgaged Property secured by
                such a Mortgage; or

          (c)   allow an Obligor to refinance a Purchased Receivable to purchase
                a new Mortgaged Property,


          provided that all of the following conditions are met:

          (i)   the same Obligor or Obligors continue to be the Obligor or
                Obligors under the replacement Mortgage and that Purchased
                Receivable or refinanced Receivable (as the case may be);

          (ii)  either the replacement Mortgage, or the replacement Mortgaged
                Property, do not result in the relevant Purchased Receivable
                failing to comply with the Eligibility Criteria or the
                refinanced Receivable satisfies the Eligibility Criteria (as
                the case may be);

          (iii) any such replacement or refinancing occurs simultaneously with
                the release of the previous Mortgage, Mortgaged Property or
                Receivable (as the case may be);

                                                                         Page 88
<PAGE>

          (iv)  the principal outstanding under the relevant Receivable is,
                after the replacement or refinancing, the same as before that
                replacement or refinancing; and

          (v)   clause 8.3 applies.

8.3       SELECTION CRITERIA


          The Manager will apply the following criteria (in descending order of
          importance) when selecting a substitute Eligible Receivable under
          clause 8.1 or approving a substitution under clause 8.2:

          (i)   the substitute Eligible Receivable will have an Unpaid Balance
                within A$30,000 of the outgoing Eligible Receivable's Unpaid
                Balance, as determined at the time of substitution;

          (ii)  an outgoing owner-occupied or investment Mortgage will be
                replaced by another owner-occupied or investment Mortgage (as
                the case may be);

          (iii) the substitute Eligible Receivable will have a then current LVR
                no more than five per cent (5%) greater than the outgoing
                Eligible Receivables then current LVR, as determined at the time
                of substitution;

          (iv)  an outgoing Eligible Receivable will be substituted by another
                Eligible Receivable with a security property located in the same
                State or Territory;

          (v)   an outgoing Eligible Receivable will be substituted by another
                Eligible Receivable with a security property with the same or
                similar postcode; and

          (vi)  in the case of substitution under clause 8.1, the substitute
                Eligible Receivable will have the closest original loan amount
                to that of the outgoing Eligible Receivable.


          The Trustee is entitled to rely on the information provided by the
          Manager in this regard.

9.       APPLICATION OF THRESHOLD RATE
--------------------------------------------------------------------------------

9.1      CALCULATION OF THRESHOLD RATE


         If at any time the Basis Swap is terminated, the Manager must, on each
         of:

         (a)   the earlier of:

               (i)  the date which is 3 Business Days following the date on
                    which the Basis Swap is terminated; and

               (ii) the Determination Date immediately following the date on
                    which the Basis Swap is terminated; and

         (b)   each successive Determination Date for so long as the Basis Swap
               has not been replaced by a similar Hedge Agreement or until the
               Trustee



                                                                         Page 89
<PAGE>

               and the Manager otherwise agree (and the Designated Rating Agency
               for each Class of Notes has confirmed in writing that that
               agreement would not result in a downgrading of the rating given
               to any relevant Note or the withdrawal of the rating of any
               relevant Note),


          calculate the Threshold Rate as at that date and notify the Trustee,
          the Servicer and the Approved Seller of that Threshold Rate on the
          relevant Payment Date.

9.2       SETTING THRESHOLD RATE


          If the Servicer is notified of a Threshold Rate under clause 9.1, it
          will, not more than 7 Business Days following the date on which the
          Basis Swap is terminated, ensure that the interest rate payable on
          each Purchased Receivable which is subject to a variable rate is set
          not less than the Threshold Rate and shall promptly notify the
          relevant Obligors of the change in accordance with the Receivable
          Agreements.

9.3       LOAN OFFSET DEPOSIT ACCOUNTS


          If at any time there is no current Basis Swap in place, the Servicer
          and the Approved Seller must ensure that the interest rates applicable
          to the Loan Offset Deposit Accounts are such that, if the Approved
          Seller does not meet any of its obligations under clause 5.25, the
          Servicer will not be required, as a direct result of that non-payment,
          to increase the Threshold Rate under clause 9.

10.       TITLE PERFECTION EVENTS
----------------------------------------------------------------

          Each of the following is a Title Perfection Event.

          (a)  (DOWNGRADE) The Approved Seller ceases to have a long term rating
               of at least BBB from S&P, Baa-2 from Moody's or BBB from Fitch.

          (b)  (EVENT OF INSOLVENCY) An Insolvency Event occurs with respect to
               the Approved Seller.

          (c)  (NON COMPLIANCE) The Servicer as Approved Seller fails to pay any
               Collections (as defined in the Servicing Agreement) within the
               time required under the Servicing Agreement.

          (d)  (SERVICER TRANSFER EVENT) For so long as the Servicer is also an
               Approved Seller to the Trust, a Servicer Transfer Event occurs.

          (e)  (BREACH OF REDRAW FACILITY AGREEMENT) For so long as the Approved
               Seller is also the Redraw Facility Provider, the Redraw Facility
               Provider breaches its obligations, undertakings or
               representations under the Redraw Facility Agreement and such
               breach has had, or if continued will have, a Material Adverse
               Effect (as determined by the Trustee after taking appropriate
               expert advice).

          (f)  (BREACH OF REPRESENTATIONS) The Approved Seller breaches any
               representation, warranty, covenant or undertaking made by it in a



                                                                         Page 90
<PAGE>

               Transaction Document, which breach, if capable of remedy, is not
               remedied within 30 days of the earlier of:

               (i)  the Approved Seller becoming aware of the breach; and

               (ii) the Approved Seller being notified of the breach by the
                    Trustee, Manager or Servicer.

11.      BENEFICIARY
--------------------------------------------------------------------------------

     (a)  The Beneficiary holds the beneficial interest in the Trust in
          accordance with the Master Trust Deed and this Supplementary Terms
          Notice.

     (b)  The beneficial interest held by the Beneficiary is limited to the
          Trust and each Asset of the Trust subject to and in accordance with
          the Master Trust Deed and this Supplementary Terms Notice.

     (c)  The Beneficiary has:

          (i)  the right to receive on the termination of the Trust the entire
               beneficial interest of the Trust; and

          (ii) the right to receive distributions in respect of the Trust under
               the Master Trust Deed and this Supplementary Terms Notice to the
               extent that Distributable Income is available for distribution
               under the Master Trust Deed and this Supplementary Terms Notice.

     (d)  The Beneficiary may not assign, or create or allow to exist any
          Security Interest over, its rights or interests in respect of the
          Trust if to do so would have a Material Adverse Effect or might have
          an adverse tax consequence in respect of the Trust.

     (e)  No person, other than the Beneficiary, may be appointed to hold a
          beneficial interest in the Trust without the prior written consent of
          both the Trust Manager and the Beneficiary.

12.      NOTE TRUSTEE
--------------------------------------------------------------------------------

12.1     CAPACITY


         The Note Trustee is a party to this Supplementary Terms Notice in its
         capacity as trustee for the US$ Noteholders from time to time under the
         Note Trust Deed.

12.2     EXERCISE OF RIGHTS

     (a)  The rights, remedies and discretions of the US$ Noteholders under the
          Transaction Documents including all rights to vote or give
          instructions to the Security Trustee and to enforce undertakings or
          warranties under the Transaction Documents, except as otherwise
          provided in the Note Trust Deed or the Security Trust Deed, may


                                                                         Page 91
<PAGE>

          only be exercised by the Note Trustee on behalf of the US$ Noteholders
          in accordance with the Note Trust Deed.

     (b)  The US$ Noteholders, except as otherwise provided in the Note Trust
          Deed or the Security Trust Deed, may only exercise enforcement rights
          in respect of the Mortgaged Property through the Note Trustee and only
          in accordance with the Transaction Documents.

12.3     REPRESENTATION AND WARRANTY


         The Note Trustee represents and warrants to each other party to this
         Supplementary Terms Notice that it has the power under the Note Trust
         Deed to enter into the Transaction Documents to which it is a party and
         to exercise the rights, remedies and discretions of, and to vote on
         behalf of the US$ Noteholders.

12.4     PAYMENTS


         Any payment to be made to the US$ Noteholders under the Transaction
         Documents may be made to the Principal Paying Agent or the Note Trustee
         (as the case may be) in accordance with the Agency Agreement and the
         Note Trust Deed.

12.5     PAYMENT TO BE MADE ON BUSINESS DAY


         If any payment is due under a Transaction Document on a day which is
         not a Business Day the due date will be the next Business Day unless
         that day falls in the next calendar month, in which case the due date
         will be the preceding Business Day.

13.      SECURITY TRUST DEED
--------------------------------------------------------------------------------

         The parties to this Deed agree to comply with clause 16.9 of the
         Security Trust Deed.

14.      CUSTODIAN AGREEMENT
--------------------------------------------------------------------------------

         The Custodian Agreement is amended for the purpose of the Trust by
         deleting the words and between each Relevant Trust from the
         second/third line of clause 3.1(c).

15.      MANAGER'S DIRECTIONS TO BE IN WRITING
--------------------------------------------------------------------------------

         Any direction given to the Trustee by the Manager under a Transaction
         Document must be in writing.

                                                                         Page 92
<PAGE>

16.       UNDERTAKINGS BY SELLER AND SERVICER
--------------------------------------------------------------------------------

          Each of the Seller and Servicer undertakes that:

          (a)  it will not allow the interest rate on a Purchased Receivable
               which is a Fixed Rate Loan to be re-fixed at the end of its fixed
               rate term if it will result in a downgrade or withdrawal of the
               rating of any Notes;

          (b)  it will not allow a Purchased Receivable to convert from a Fixed
               Rate Loan to a Floating Rate Loan, or from a Floating Rate Loan
               to a Fixed Rate Loan, if that conversion would result in a
               downgrade or withdrawal of the rating of any Notes;

          (c)  it must ensure that if the use of any Mortgaged Property which
               relates to a Purchased Receivable from owner occupied to
               investment, or from investment to owner occupied, the relevant
               Purchased Receivable continues to satisfy the Eligibility
               Criteria; and

          (d)  it must not provide to any Obligor features in respect of a
               Purchased Receivable which are additional to those that applied
               on the Closing Date unless those additional features would not:

               (i)  affect any Mortgage Insurance Policy relating to that
                    Purchased Receivable;

               (ii) result in the downgrade or withdrawal of the rating of any
                    Notes.

17.      TAX REFORM
--------------------------------------------------------------------------------

     (a)  The parties acknowledge that:

          (i)  the Commonwealth Government has announced its intention that
               non-fixed trusts be taxed as companies from 1 July 2001;

          (ii) it is in the interests of all parties, including the Trustee, the
               Noteholders and the Beneficiary, that:

               (A)  the Trustee always be in a position to pay any Tax liability
                    when due;

               (B)  the payment of Tax by the Trustee must not affect the amount
                    of principal or interest payable on the Notes or the timing
                    of such payments; and

               (C)  the rating of the Notes be maintained; and

         (iii) draft legislation to implement this change has been made
               publicly available, and it appears that the Trust will be a fixed
               trust which will not be taxed as a company.

     (b)  If and when an amending Bill is introduced into Federal Parliament,
          and the result of that amending Bill if it becomes law will be that
          the Trustee will become liable to pay Tax on the net income of the
          Trust, or any part of it, then:



                                                                         Page 93
<PAGE>

          (i)  the Manager shall promptly consult with the Trustee and each
               Designated Rating Agency to determine what changes, if any, are
               necessary to the cashflow allocation methodology in clause 5 to
               achieve the objective referred to in clause 17(a)(ii) (the
               OBJECTIVE);

          (ii) within two months of the amending Bill being introduced into
               Federal Parliament (or such longer time as the Trustee and each
               Designated Rating Agencies permit) the Manager shall use
               reasonable endeavours to provide a written recommendation to the
               Trustee and a draft deed amending this Supplementary Terms Notice
               that, if executed, will achieve the Objective; and

         (iii) upon the Trustee being notified that the draft deed amending
               this Supplementary Terms will achieve the Objective (and in this
               regard the Trustee may rely (amongst others) upon advice of tax
               lawyers), and each of the other parties to this Supplementary
               Terms Notice being reasonably satisfied that they will not be
               adversely affected by the proposed amendments to this
               Supplementary Terms Notice, each party to this Supplementary
               Terms Notice shall execute that amendment deed.

     (c)  Provided that the Trustee receives written advice from an experienced
          and reputable tax lawyer or tax accountant to the effect that if the
          cashflow allocation methodology, as amended under paragraph (b)(iii),
          is followed the Objective will be met, and each Designated Rating
          Agency confirms in writing that the change in Tax law or the amendment
          under paragraph (b)(iii) will not give rise to the downgrade or
          withdrawal of rating of any Note:

          (i)  the Trustee shall not be obliged to obtain the consent of any
               Noteholder or Beneficiary to the amendment; and

          (ii) subject to its terms, the amendment shall be effective when
               executed, and may:

               (A)  permit the Trustee to accumulate a reserve out of moneys
                    that would otherwise be payable to the Beneficiary; and/or

               (B)  provide for Tax to be paid out of moneys that would
                    otherwise have been payable to the Beneficiary.

     (d)  Without limiting paragraph (c), in formulating a proposal to meet the
          Objective, the Manager shall have regard to the impact of any change
          to the cashflow allocation methodology on the Beneficiary, and shall
          consider proposals made by the Beneficiary that will enable the
          Trustee to meet the Objective, for example:

          (i)  by the Beneficiary providing a subordinated loan to the Trustee;

                                                                         Page 94
<PAGE>

          (ii) permitting the reinvestment by the Beneficiary of distributions
               from the Trust; or

         (iii) a combination of the above.


          Any proposal made by the Beneficiary under this paragraph (d) may only
          be implemented if each Designated Rating Agency confirms in writing
          that implementation of the proposal will not give rise to the
          downgrade or withdrawal of rating of any Notes.


EXECUTED as a deed.


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


TRUSTEE


SIGNED SEALED and DELIVERED            )
on behalf of                           )
PERPETUAL TRUSTEES                     )
CONSOLIDATED LIMITED                   )
by its attorney in the presence of:    )
                                           ------------------------------------
                                           Signature


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


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


MANAGER


SIGNED SEALED and DELIVERED            )
on behalf of                           )
CRUSADE MANAGEMENT                     )
LIMITED                                )
by its attorney in the presence of:    )
                                           ------------------------------------
                                           Signature


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


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



                                                                         Page 95
<PAGE>


APPROVED SELLER/SERVICER


SIGNED SEALED and DELIVERED            )
on behalf of                           )
ST.GEORGE BANK LIMITED                 )
by its attorney in the presence of:    )
                                           ------------------------------------
                                           Signature


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


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




CUSTODIAN


SIGNED SEALED and DELIVERED            )
on behalf of                           )
ST.GEORGE CUSTODIAL PTY                )
LIMITED                                )
by its attorney in the presence of:    )
                                           ------------------------------------
                                           Signature


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


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




SECURITY TRUSTEE


SIGNED SEALED and DELIVERED            )
on behalf of                           )
P.T. LIMITED                           )
by its attorney in the presence of:    )
                                           ------------------------------------
                                           Signature


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


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



                                                                         Page 96
<PAGE>


NOTE TRUSTEE



SIGNED SEALED and DELIVERED             )
on behalf of                            )
WILMINGTON TRUST COMPANY                )
by its attorney in the presence of:     )
                                            -----------------------------------
                                            Signature


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


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


                                                                         Page 97
<PAGE>



SCHEDULE 1




An Eligible Receivable means a Loan which, as at the Cut-Off Date for that Loan:

(a)      it is sourced from the Approved Seller's general
         portfolio of residential mortgage loans;

(b)      is secured by a Receivable Security that constitutes
         a first ranking mortgage over residential
         (owner-occupied or investment) land situated in
         capital city metropolitan areas or regional centres
         in Australia which is or will be registered under the
         Real Property Legislation, or where a Receivable
         Security is not, or will not be when registered be, a
         first ranking mortgage, the relevant Sale Notice
         includes an offer in relation to all prior ranking
         registered mortgages;

(c)      is secured by a Receivable Security over a Mortgaged Property which has
         erected on it a residential dwelling and which is required by the
         Receivable Agreement to be covered by general insurance by insurers
         approved in accordance with the Transaction Documents;

(d)      has an LVR less than or equal to 95% for owner occupiers and 90% for
         investment properties;

(e)      was not purchased by the Approved Seller but was
         approved and originated by the Approved Seller in the
         ordinary course of its business;

(f)      under which the relevant Obligor does not owe more
         than A$500,000;

(g)      the relevant Obligor in respect of which was required
         to repay the Receivable within 30 years of the
         Cut-Off Date;

(h)      no payment from the Obligor is in Arrears for more than 30 consecutive
         days;

(i)      the sale of an equitable interest in, or the sale of an equitable
         interest in any related Receivable Security, does not contravene or
         conflict with any law;

(j)      together with the related Receivable Security, has been or will be
         stamped, or has been taken by the relevant stamp duties authority to be
         stamped, with all applicable duty;

(k)      is on fully amortising repayment terms;

(l)      is secured by a Receivable Security that is covered by mortgage
         insurance from a Mortgage Insurer under the relevant Mortgage Insurance
         Policy for 100% of amounts outstanding under the relevant loans (but
         not including timely payment cover);

(m)      complies in all material respects with applicable laws, including the
         Consumer Credit Legislation;

(n)      is fully drawn;

                                                                         Page 98
<PAGE>


(o)      is subject to the terms and conditions of the Approved Seller's Great
         Australian Home Loan product, its Standard Variable Rate Loan,
         including loans entitled to a "Loyalty" rate, due to a home loan
         relationship with the Approved Seller of 5 years or more, or loans that
         bear a fixed rate of interest for up to 5 years; and

(p)      which has a maturity date at least one (1) year before the maturity
         date of the Notes.


                                                                         Page 99
<PAGE>



SCHEDULE 2

APPLICATION FOR A$ NOTES
CRUSADE GLOBAL TRUST NO. 1 OF 2001
--------------------------------------------------------------------------------

To:  Perpetual Trustees Consolidated Limited as trustee of the Crusade Global
Trust No. 1 of 2001 (the TRUSTEE)





From:                                                           (ABN [*])
     -----------------------------------------------------------
                              (Name)


     of                                                   (the APPLICANT).
       ---------------------------------------------------
                             (Address)



APPLICATION
--------------------------------------------------------------------------------

The Applicant applies for the following [Class A-3 Notes/Class B Notes/Class C
Notes] (delete whichever is not applicable) (the NOTES) to be issued by the
Trustee as trustee of the Crusade Global Trust No. 1 of 2001 (the TRUST) under
the Master Trust Deed dated 14 March 1998 (as amended from time to time)
establishing the Crusade Trusts (the MASTER TRUST DEED):

1.   The Notes applied for are:

2.   The amount of Notes applied for is:


APPLICANT BOUND
--------------------------------------------------------------------------------

The Applicant agrees that the Notes will be issued subject to, and agrees to be
bound by, the provisions of the Master Trust Deed, the Supplementary Terms
Notice in relation to the Notes and the Security Trust Deed dated [*] 2001 in
relation to the Trust.


ACKNOWLEDGMENT BY APPLICANT
--------------------------------------------------------------------------------

The Applicant acknowledges that the liability of the Trustee to make payments in
respect of the Notes is limited to its right of indemnity from the assets of the
Trust from time to time available to make such payments under the Master Trust
Deed.


The Applicant further acknowledges that:

(a)  it has independently and without reliance on St.George Bank Limited
     (ST.GEORGE), the Trustee, the Manager or any other person (including
     without



                                                                        Page 100
<PAGE>

     reliance on any materials prepared or distributed by any of the above) made
     its own assessment and investigations regarding its investment in the
     Notes;

(b)  it understands that the Notes do not represent deposit or other liabilities
     of St.George or Associates of St.George;

(c)  the Applicant's holding of the Notes is subject to investment risk,
     including possible delays in repayment and loss of income and principal
     invested; and

(d)  neither St.George nor any Associate of St.George in any way stands behind
     the capital value and/or performance of the Notes or the Assets of the
     Trust except to the limited extent provided in the Transaction Documents
     for the Trust.

GENERAL
--------------------------------------------------------------------------------

Payments due under the Notes may be made:

o    by cheque posted to the above address

o    to the credit of the following account:

     Name of Bank:
     Address of Bank:
     Account Details:
     Account No.:
     Name of Account:

A Marked Note Transfer of the abovementioned Notes is required: Yes/No.

Applicant's Tax File Number:

INTERPRETATION
--------------------------------------------------------------------------------

Each expression used in this Application for A$ Notes that is not defined has
the same meaning as in the Master Trust Deed or the relevant Supplementary Terms
Notice.

Dated:

SIGNED:
       --------------------------------

*    This Application for A$ Notes together with a cheque for the amount of the
     Notes applied for should be sent to the Trustee at the address above.


*    Where the Applicant is a trustee, this Application for A$ Notes must be
     completed in the name of the trustee and signed by the trustee without
     reference to the trust.


*    Where this Application for A$ Notes is executed by a corporation, it must
     be executed either under common seal by two directors or a director and a
     secretary or under a power of attorney.


*    If this Application for A$ Notes is signed under a power of attorney, the
     attorney is taken, upon signing, to certify that it has not received notice

                                                                        Page 101
<PAGE>

     of revocation of that power of attorney. A certified copy of the power of
     attorney must be lodged with this Application for A$ Notes.



                                                                        Page 102
<PAGE>




SCHEDULE 3

NOTE ACKNOWLEDGMENT

CRUSADE GLOBAL TRUST NO.1 OF 2001
----------------------------------------------------------------

CLASS:

INITIAL INVESTED AMOUNT:

INTEREST RATE:

INTEREST PAYMENT DATES:

PRINCIPAL AMORTISATION DATES:

FINAL MATURITY DATE:



This confirms that:

NOTEHOLDER:

ABN (if applicable):

ADDRESS:


appears in the Register as the holder of the abovementioned
Notes (the NOTES).


The Notes are issued by Perpetual Trustees Consolidated Limited (the TRUSTEE) in
its capacity as trustee of the abovementioned Trust (the TRUST) under a Master
Trust Deed dated 14 March 1998 (as amended from time to time) establishing the
Crusade Trusts (the MASTER TRUST DEED).


The Notes are issued subject to the provisions of the Master Trust Deed, the
Supplementary Terms Notice in relation to the Notes and the Security Trust Deed
dated [*] 2001. A copy of the Master Trust Deed, the Supplementary Terms Notice
and the Security Trust Deed are available for inspection by Note Holders at the
offices of Crusade Management Limited (ABN 90 072 715 916) at St.George House,
14-16 Montgomery Street, Kogarah, New South Wales 2217.


The Trustee's liability to make payments in respect of the Notes is limited to
its right of indemnity from the Assets of the Trust from time to time available
to make such payments under the Master Trust Deed and Supplementary Terms
Notice. All claims against the Trustee in relation to the Notes may only be
satisfied out of the Assets of the Trust except in the case of (and to the
extent of) any fraud, negligence or wilful default on the part of the Trustee or
its officers, employees, any agent or delegate employed by the Trustee other
than in accordance with Section 53 of the Trustee Act to carry out any
transactions contemplated by this Deed.


Each 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


                                                                        Page 103
<PAGE>

represented by any shortfall that exists after any such final distribution is
extinguished.


The Trustee shall not be liable to satisfy any obligations or liabilities from
its personal assets except in the case (and to the extent) of any fraud,
negligence or Default on the part of the Trustee or its officers, employees or
an agent or delegate employed by the Trustee other than in accordance with
Section 53 of the Trustee Act to carry out any transactions contemplated by this
Deed. Neither the Trustee nor the Manager guarantees the payment of interest or
the repayment of principal due on the Notes.


This Note Acknowledgment is not a certificate of title and the Register is the
only conclusive evidence of each abovementioned Noteholder's entitlement to
Notes.


Transfers of Notes must be under a Note Transfer in the form contained in
Schedule 4 to the Master Trust Deed (copies of which are available from then
Trustee at its abovementioned address). Executed Note Transfers must be
submitted to the Trustee.


Each expression used in this Note Acknowledgment that is not defined has the
same meaning as in the Master Trust Deed.


This Note Acknowledgment and the Notes to which it relates will be governed by
the laws of the New South Wales.


Dated:


Executed in New South Wales for and on behalf of the Perpetual
Trustees Consolidated Limited





--------------------------------------------
Authorised Signatory




                                                                        Page 104
<PAGE>



SCHEDULE 4

NOTE TRANSFER AND ACCEPTANCE

CRUSADE GLOBAL TRUST NO.1 OF 2001
--------------------------------------------------------------------------------

To: Perpetual Trustees Consolidated Limited                Date Lodged [*]
    as trustee of the                                      REGISTRY USE ONLY
    Crusade Trust No. 1 of 2001 (the TRUSTEE)



TRANSFEROR

(Full name, ACN/ABN (if applicable) and address):

(please print)

APPLIES TO ASSIGN AND TRANSFER TO
TRANSFEREE

(Full name, ACN/ABN (if applicable) and address):

(please print)

and its/their executors, administrators or assigns


The following Notes in the Crusade Global Trust No. 1 of 2001
Number of Notes:
Class:
Initial Invested Amount:
Interest Payment Dates:
Principal Amortisation Dates:
Final Maturity Date:


Consideration Payable: $[*]


and all my/our/its property and interests in rights to those Notes and to the
interest accrued on them.


TRANSFEROR
           -------------------------------------------------------------------,
(Signature:  see Notes)


WITNESS                                           Date:
        -----------------------------------------


TRANSFEREE
           -------------------------------------------------------------------,
(Signature:  see Notes)


WITNESS                                           Date:
        -----------------------------------------

PAYMENTS (Tick where appropriate)


*    In accordance with existing instructions (existing holders only)


                                                                        Page 105
<PAGE>

*        By cheque posted to the above address


*        By credit to the following account in Australia in the name of the
         Transferee only


Tax File Number (if applicable):


Authorised signature of Transferee
                                    --------------------------------
Date:


NOTES:

1.       The Transferor and the Transferee acknowledge that the transfer of the
         Notes specified in this Transfer and Acceptance (the NOTES) shall only
         take effect on the entry of the Transferee's name in the Register as
         the holder of the Notes.

2.       The Transferee agrees to accept the Notes subject to the provisions of
         the Master Trust Deed dated 14 March 1998 (as amended from time to
         time) establishing the Crusade Trusts (the TRUST DEED), the
         Supplementary Terms Notice in relation to the Notes and the related
         Security Trust Deed dated [*] 2001.

3.       The Transferee acknowledges that it has independently
         and without reliance on St.George Bank Limited (ABN
         92 055 513 070), the Trustee, Crusade Management
         Limited (ABN 90 072 715 916) (the MANAGER) or any
         other person (including without reliance on any
         materials prepared or distributed by any of the
         above) made its own assessment and investigations
         regarding its investment in the Notes.

4.       The Trustee's liability to make payments in respect of the Notes is
         limited to its right of indemnity from the assets of the abovementioned
         Trust from time to time available to make such payments under the Trust
         Deed.

5.       Where the Transferor and/or the Transferee is a trustee, this Note
         Transfer must be completed in the name of the trustee and signed by the
         trustee without reference to the trust.

6.       Where this Note Transfer is executed by a corporation, it must be
         executed either under common seal by two directors or a director and a
         secretary or under a power of attorney.

7.       If this Transfer and Acceptance is signed under a power of attorney,
         the attorney certifies that it has not received notice of revocation of
         that power of attorney. A certified copy of the power of attorney must
         be lodged with this Note Transfer.

8.       This Note Transfer must be lodged with the Trustee for registration.

9.       The Trustee may, in the manner and for the period
         specified in the Trust Deed and any relevant
         Supplementary Terms Notice, close the Register.  The
         total period that the Register may be closed will not
         exceed 30 days (or such other period agreed to by the
         Manager) in aggregate in any calendar year.  No Note
         Transfer received after 4:00pm Sydney time on the day
         of closure of the Register or whilst the Register is
         closed will be registered until the Register is
         re-opened.

                                                                        Page 106
<PAGE>


10.      If the Transferee is a non-resident for Australian taxation purposes,
         withholding tax will be deducted from all interest payments unless an
         exemption is provided to the Trustee or withholding tax is no longer
         payable as a result of any change in the relevant Australian laws.

11.      The Notes covered hereby have not been registered under the United
         States Securities Act of 1933 as amended (the SECURITIES ACT) and may
         not be offered and sold within the United States or to or for the
         account or benefit of United States persons:


         (i)  as part of their distribution at any time; or


         (ii) otherwise until 40 days after the completion of the distribution
              of the series of Notes of which such Notes are a part, as
              determined and certified by the Joint Lead Managers,


         except in either case in accordance with Regulation S under the
         Securities Act. Terms used above have the meanings given to them by
         Regulation S.

12.      [INSERT ANY RESTRICTIONS ON THE TRANSFER OF NOTES.]


[MARKING WHERE CLAUSE 8.15 APPLIES]

13.      The Trustee certifies that the Transferor is inscribed in the Register
         as the holder of the Notes specified in this Note Transfer and that it
         will not register any transfer of such Notes other than under this Note
         Transfer before [INSERT DATE].


Dated:


For and on behalf of Perpetual Trustees Consolidated Limited
as trustee of the Crusade Trust No. 1 of 2001



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




                                                                        Page 107