<PAGE>



NOTE TRUST DEED
-------------------------------------------------------------------



PERPETUAL TRUSTEES CONSOLIDATED LIMITED
(Trustee)

CRUSADE MANAGEMENT LIMITED
(Manager)

WILMINGTON TRUST COMPANY
(Note Trustee)

BANKERS TRUST COMPANY
(Principal Paying Agent)

BANKERS TRUST COMPANY
(Calculation Agent)

P.T. LIMITED
(Security Trustee)











ALLEN ALLEN & HEMSLEY
The Chifley Tower
2 Chifley Square
Sydney  NSW  2000
Australia
Tel  61 29230 4000
Fax  61 29230 5333



(C) Copyright Allen Allen & Hemsley 2001


<PAGE>


NOTE TRUST DEED                                          ALLEN ALLEN & HEMSLEY
-------------------------------------------------------------------------------


CROSS REFERENCE TABLE1
--------------------------------------------   --------------------------------
TRUST INDENTURE ACT SECTION                         CLAUSE
--------------------------------------------   --------------------------------
310      (a)(1)                                     23.6
         (a)(2)                                     23.1(d)
         (a)(3)                                     23.6
         (a)(4)                                     22.2(b)
         (a)(5)                                     NA2
         (b)                                        23.6
         (c)                                        23.6, 23.1
                                                    NA
--------------------------------------------------- ---------------------------
311      (a)                                        13.1
         (b)                                        13.1
         (c)                                        NA
-------------------------------------------------- -----------------------------
312      (a)                                        35.1, 35.2(a)
         (b)                                        35.2(b)
         (c)                                        35.2(c)
--------------------------------------------------- ----------------------------
313      (a)                                        35.3
         (b)(1)                                     35.3
         (b)(2)                                     NA
         (c)                                        35.4
         (d)                                        35.3
--------------------------------------------------- ----------------------------
314      (a)(1)                                     35.5
         (a)(2)                                     35.5
         (a)(3)                                     35.5
         (a)(4)                                     11.1(j)
         (b)                                        11.1(k)
         (c)                                        36.1(a)
         (d)                                        36.1(b)
         (e)                                        36.1(c)
         (f)                                        36.1(a)
--------------------------------------------------- ----------------------------
315      (a)                                        13.2(b)
         (b)                                        13.4
         (c)                                        13.2(a)
         (d)                                        13.2(c), (d)
         (e)                                        36.2
--------------------------------------------------- ----------------------------
316      (a)(1)                                     36.3
         (a)(2)                                     NA
         (b)                                        36.4
--------------------------------------------------- ----------------------------
317      (a)(1)                                     6.1
         (a)(2)                                     NA
         (b)                                        2.5
--------------------------------------------------- ----------------------------
318      (a)                                        36.5
--------------------------------------------------- ----------------------------



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

                                                                          Page i

<PAGE>


NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

2.       NA means not applicable.














--------------------------------------------------------------------------------
                                                                         PAGE ii


<PAGE>


<TABLE>
<CAPTION>

NOTE TRUST DEED                                                                  ALLEN ALLEN & HEMSLEY
------------------------------------------------------------------------------------------------------
<S>     <C>         <C>                                                                      <C>

TABLE OF CONTENTS

1.       DEFINITIONS AND INTERPRETATION                                                         2

         1.1        Definitions and Interpretation                                              2


         1.2        Definitions in Master Trust Deed, Supplementary Terms Notice and
                    Conditions                                                                  4
         1.3        Incorporation by reference                                                  4
         1.4        Interpretation                                                              5
         1.5        Determination, statement and certificate sufficient evidence                5
         1.6        Document or agreement                                                       5
         1.7        Transaction Document                                                        5
         1.8        Trustee as trustee                                                          5
         1.9        Knowledge of Trustee                                                        6
         1.10       Knowledge of the Note Trustee                                               6
         1.11       Appointment of the Note Trustee                                             6
         1.12       Obligations of the Trustee                                                  6
         1.13       Opinion of Counsel                                                          7

2.       PAYMENTS ON NOTES                                                                      7
         2.1        Principal amount                                                            7
         2.2        Covenant to repay                                                           7
         2.3        Deemed payment                                                              8
         2.4        Following Event of Default                                                  8
         2.5        Requirements of Paying Agent                                                9
         2.6        Certification                                                               9
         2.7        Determinations                                                             10

3.       FORM OF, ISSUE OF AND DUTIES AND TAXES ON, NOTES                                      10
         3.1        Issue of Book-Entry Notes                                                  10
         3.2        Form of Book-Entry Notes                                                   10
         3.3        Definitive Notes                                                           12
         3.4        Stamp and Other Taxes                                                      13
         3.5        Indemnity for non-issue                                                    13
         3.6        Note Register and Note Registrar                                           13
-----------------------------------------------------------------------------------------------------
                                                                                               PAGE i

<PAGE>
<CAPTION>

NOTE TRUST DEED                                                                  ALLEN ALLEN & HEMSLEY
------------------------------------------------------------------------------------------------------
<S>      <C>        <C>                                                                      <C>

4.       COVENANT OF COMPLIANCE                                                                14

5.       CANCELLATION OF US$ NOTES                                                             15
         5.1        Cancellation                                                               15
         5.2        Records                                                                    15

6.       ENFORCEMENT                                                                           15
         6.1        Actions following Event of Default                                         15
         6.2        Evidence of default                                                        16
         6.3        Overdue interest                                                           16
         6.4        Restrictions on enforcement                                                16
         6.5        Action by Noteholders                                                      16

7.       PROCEEDINGS                                                                           17
         7.1        Acting only on direction                                                   17
         7.2        Security Trustee acting                                                    17
         7.3        Note Trustee alone entitled to act                                         18
         7.4        Available amounts                                                          18
         7.5        No obligation to ensure compliance                                         18
         7.6        Conflict of interests                                                      18

8.       NOTICE OF PAYMENT                                                                     19

9.       INVESTMENT BY NOTE TRUSTEE                                                            19

10.      PARTIAL PAYMENTS                                                                      19

11.      COVENANTS BY THE TRUSTEE AND MANAGER                                                  20

12.      REMUNERATION OF NOTE TRUSTEE                                                          22
         12.1       Fee                                                                        22
         12.2       Additional Remuneration                                                    22
         12.3       Costs, expenses                                                            23
         12.4       Overdue rate                                                               23
         12.5       Continuing obligation                                                      23

------------------------------------------------------------------------------------------------------
                                                                                              PAGE ii

<PAGE>
<CAPTION>

NOTE TRUST DEED                                                                 ALLEN ALLEN & HEMSLEY
------------------------------------------------------------------------------------------------------
<S>     <C>         <C>                                                                      <C>


13.      NOTE TRUSTEE                                                                          24
         13.1       Preferential Collection of Claims Against Trustee                          24
         13.2       Duties of Note Trustee                                                     24
         13.3       Obligations of Note Trustee                                                25
         13.4       Notice of Defaults                                                         25
         13.5       Rights of Note Trustee                                                     25

14.      NOTE TRUSTEE'S LIABILITY                                                              33

15.      DELEGATION BY NOTE TRUSTEE                                                            33

16.      EMPLOYMENT OF AGENT BY NOTE TRUSTEE                                                   33

17.      NOTE TRUSTEE CONTRACTING WITH TRUSTEE                                                 34

18.      WAIVER                                                                                35

19.      AMENDMENT                                                                             35
         19.1       Approval                                                                   35
         19.2       Resolution of US$ Noteholders                                              36
         19.3       Distribution of amendments                                                 36
         19.4       Amendments binding                                                         36
         19.5       Conformity with TIA                                                        36

20.      US$ NOTEHOLDERS                                                                       37
         20.1       Absolute Owner                                                             37
         20.2       Clearing Agency Certificate                                                38

21.      CURRENCY INDEMNITY                                                                    38

22.      NEW NOTE TRUSTEES                                                                     39
         22.1       Appointment by Trustee                                                     39
         22.2       Appointment by Note Trustee                                                39
         22.3       Notice                                                                     40

23.      NOTE TRUSTEE'S RETIREMENT AND REMOVAL                                                 40
         23.1       Removal by Trustee                                                         40

-----------------------------------------------------------------------------------------------------
                                                                                             PAGE iii

<PAGE>
<CAPTION>

NOTE TRUST DEED                                                                 ALLEN ALLEN & HEMSLEY
------------------------------------------------------------------------------------------------------
<S>     <C>           <C>                                                                    <C>

         23.2       Removal by US$ Noteholders                                                 41
         23.3       Resignation                                                                41
         23.4       Rating Agencies approval                                                   41
         23.5       Trust Corporation                                                          41
         23.6       Successor to Note Trustee                                                  42
         23.7       Eligibility; Disqualification                                              42

24.      NOTE TRUSTEE'S POWERS ADDITIONAL                                                      43

25.      SEVERABILITY OF PROVISIONS                                                            43

26.      NOTICES                                                                               43
         26.1       General                                                                    43
         26.2       Details                                                                    44

27.      GOVERNING LAW AND JURISDICTION                                                        45

28.      COUNTERPARTS                                                                          45

29.      LIMITED RECOURSE                                                                      45
         29.1       General                                                                    45
         29.2       Liability of Trustee limited to its right to indemnity                     45
         29.3       Unrestricted remedies                                                      46
         29.4       Restricted remedies                                                        47

30.      SUCCESSOR TRUSTEE                                                                     47

31.      REIMBURSEMENT FOR THE COST OF INDEPENDENT ADVICE                                      47

32.      NO LIABILITY                                                                          48

33.      INFORMATION MEMORANDUM                                                                48

34.      NOTE TRUSTEE'S LIMITED LIABILITY                                                      48
         34.1       Reliance on certificate                                                    48
         34.2       Note Trustee's reliance on Manager, Security Trustee, Trustee or
                    Servicer                                                                   49

-----------------------------------------------------------------------------------------------------
                                                                                               PAGE iv

<PAGE>

<CAPTION>

NOTE TRUST DEED                                                                  ALLEN ALLEN & HEMSLEY
------------------------------------------------------------------------------------------------------
<S>        <C>     <C>                                                                     <C>

         34.3       Compliance with laws                                                       49
         34.4       Reliance on experts                                                        50
         34.5       Oversights of others                                                       50
         34.6       Powers, authorities and discretions                                        50
         34.7       Impossibility or impracticability                                          50
         34.8       Legal and other proceedings                                                50
         34.9       No liability except for negligence etc.                                    51
         34.10      Further limitations on Note Trustee's liability                            52
         34.11      Conflicts                                                                  53
         34.12      Information                                                                53
         34.13      Investigation by Note Trustee                                              54

35.      NOTEHOLDERS' LISTS AND REPORTS                                                        54
         35.1       Provision of information                                                   54
         35.2       Preservation of Information; Communications to Noteholders                 54
         35.3       Reports by Note Trustee                                                    54
         35.4       Notices to US$ Noteholders; Waiver                                         55
         35.5       Reports by Trustee                                                         55

36.      TRUST INDENTURE ACT - MISCELLANEOUS                                                   56
         36.1       Compliance Certificates and Opinions, etc                                  56
         36.2       Undertaking for Costs                                                      58
         36.3       Exclusion of section 316                                                   58
         36.4       Unconditional Rights of US$ Noteholders to Receive Principal and
                    Interest                                                                   58
         36.5       Conflict with Trust Indenture Act                                          59

37.      CONSENT OF US$ NOTEHOLDERS                                                            59
         37.1       General                                                                    59
         37.2       Special Written Approvals                                                  59
         37.3       Requirement for writing                                                    60

SCHEDULE 1                                                                                     64
         Form Book-Entry Note                                                                  64
         Assignment                                                                            68

------------------------------------------------------------------------------------------------------
                                                                                                PAGE v

<PAGE>
<CAPTION>

NOTE TRUST DEED                                                                  ALLEN ALLEN & HEMSLEY
------------------------------------------------------------------------------------------------------
<S>     <C>           <C>                                                                   <C>

SCHEDULE 2                                                                                     69
         Information to be contained in Noteholder's Report                                    69

SCHEDULE 3 : TERMS AND CONDITIONS OF THE US$ NOTES                                             70








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                                                                                               PAGE vi
</TABLE>

<PAGE>



NOTE TRUST DEED                                          ALLEN ALLEN & HEMSLEY
-------------------------------------------------------------------------------
DATE                                      2001

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


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

          1.    PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841)
                incorporated in Victoria of Level 3, 39 Hunter Street, Sydney,
                New South Wales 2000 in its capacity as trustee of the Crusade
                Global Trust No. 1 of 2001 (the TRUSTEE);

          2.    CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) incorporated in
                the Australian Capital Territory of 4-16 Montgomery Street,
                Kogarah, New South Wales 2217 as Manager of the Crusade Euro
                Trust No. 2 of 1998 (the MANAGER);

          3.    CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) incorporated in
                the Australian Capital Territory of 4-16 Montgomery Street,
                Kogarah, New South Wales 2217 as Manager of the Crusade Global
                Trust No. 1 of 2001 (the MANAGER);

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

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

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

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

RECITALS
---------

          A     The Trustee has resolved at the direction of the Manager to
                issue US$898,000,000 of mortgage backed pass through floating
                rate notes comprising US$180,000,000 Class A-1 Notes due January
                2032 , US$718,000,000 Class A-2 Notes due January 2032 (together
                the US$ NOTES) and A$239,900,000 of mortgage backed pass through
                floating rate notes comprising A$200,000,000 Class A-3 Notes due
                January 2032, A$35,200,000 Class B Notes due January 2032 and
                A$4,700,000 Class C Notes due January


-------------------------------------------------------------------------------
                                                                          PAGE 1

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


                2032 (together the A$ NOTES). The US$ Notes are to be
                constituted and secured in the manner provided in this deed and
                the other Transaction Documents.


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

IT IS AGREED as follows.

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

          1.1   DEFINITIONS AND INTERPRETATION

                The following definitions apply unless the context requires
                otherwise.

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

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

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

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

                EXCHANGE ACT means the United States Securities Exchange Act of
                1934, as amended [MBP TO CONFIRM].

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

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

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


--------------------------------------------------------------------------------
                                                                          PAGE 2

<PAGE>


NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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

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

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

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

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

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

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

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

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

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

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

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


--------------------------------------------------------------------------------
                                                                          PAGE 3

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                referred because of such officer's knowledge of and familiarity
                with the particular subject.

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

                TIA means the Unites States Trust Indenture Act of 1939, as
                amended. [MBP TO CONFIRM]

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

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

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

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

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

          1.3   INCORPORATION BY REFERENCE

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

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

                INDENTURE SECURITIES means the US$ Notes.

                INDENTURE SECURITY HOLDER means a US$ Noteholder.

                INDENTURE TO BE QUALIFIED means the Note Trust Deed.

                INDENTURE TRUSTEE or INSTITUTIONAL TRUSTEE means the Note
                Trustee.

                OBLIGOR on the indenture securities means the Trustee.

                Any other term which is used in this deed in respect of a
                section or provision of the TIA and which is defined in the TIA,
                defined in the TIA by reference

--------------------------------------------------------------------------------
                                                                          PAGE 4

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

          1.4   INTERPRETATION

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

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

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

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

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

          1.5   DETERMINATION, STATEMENT AND CERTIFICATE SUFFICIENT EVIDENCE

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

          1.6   DOCUMENT OR AGREEMENT

                A reference to:

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

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

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

          1.7   TRANSACTION DOCUMENT

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

          1.8   TRUSTEE AS TRUSTEE

                In this deed, except where provided to the contrary:

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

--------------------------------------------------------------------------------
                                                                          PAGE 5

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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

          1.9   KNOWLEDGE OF TRUSTEE

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

          1.10  KNOWLEDGE OF THE NOTE TRUSTEE

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

          1.11  APPOINTMENT OF THE NOTE TRUSTEE

         The Note Trustee:

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

                (b)  acknowledges and declares that it:

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

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

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

          1.12  OBLIGATIONS OF THE TRUSTEE

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

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

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

--------------------------------------------------------------------------------
                                                                          PAGE 6

<PAGE>


NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


          1.13  OPINION OF COUNSEL

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

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

          2.1   PRINCIPAL AMOUNT

                The aggregate principal amount of the US$ Notes is limited to
                US$898,000,000 :

                (a)  US$180,000,000 in respect of the Class A-1 Notes;

                (b)  US$718,000,000 in respect of the Class A-2 Notes;

          2.2   COVENANT TO REPAY

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

                     (i)      the Maturity Date of the US$ Notes; or

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

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

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

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


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                                                                          PAGE 7

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

          2.3   DEEMED PAYMENT

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

          2.4   FOLLOWING EVENT OF DEFAULT

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

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

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

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

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

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                                                                          PAGE 8


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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                                       shall direct in that notice, other than
                                       any documents or records which the
                                       relevant Paying Agent or Calculation
                                       Agent is obliged not to release by any
                                       law or regulation; or

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

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

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

          2.5   REQUIREMENTS OF PAYING AGENT

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

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

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

          2.6   CERTIFICATION

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

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

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

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                                                                          PAGE 9

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

          2.7   DETERMINATIONS

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

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

          3.1   ISSUE OF BOOK-ENTRY NOTES

                (a)  Each Class of US$ Notes shall, on issue be represented by
                     Book-Entry Notes.

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

          3.2   FORM OF BOOK-ENTRY NOTES

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

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

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

                     (i)      US$180,000,000 for the Class A-1 Notes; and

                     (ii)     US$718,000,000 for the Class A-2 Notes.

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                                                                         PAGE 10

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

                     (iv)     the rights of US$ Note Owners shall be exercised
                              only through the Clearing Agency and shall be
                              limited to those established by law and agreements
                              between such US$ Note Owners and the Clearing
                              Agency and/or the Clearing Agency Participants.
                              Pursuant to the Note Depository Agreement,


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                                                                         PAGE 11


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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                              unless and until Definitive Notes are issued
                              pursuant to clause 3.3, the initial Clearing
                              Agency will make book-entry transfers among the
                              Clearing Agency Participants and receive and
                              transmit payments of principal and interest on the
                              US$ Notes to such Clearing Agency Participants;
                              and

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

          3.3   DEFINITIVE NOTES

                If:

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

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

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

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

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

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                                                                         PAGE 12

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

          3.4   STAMP AND OTHER TAXES

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

                (a)  the execution of the Transaction Documents;

                (b)  the constitution and original issue and delivery of the US$
                     Notes;

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

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

          3.5   INDEMNITY FOR NON-ISSUE

                If the Trustee is required to issue, or procure the issue of,
                Definitive Notes following an event specified in clause 3.3(a)
                but fails to do so within 30 days of delivery to the Trustee of
                the Book-Entry Notes in accordance with clause 3.3 then the
                Trustee shall (subject to clause 29) indemnify the Note Trustee,
                the US$ Noteholders and the US$ Note Owners, and keep them
                indemnified, against any loss or damage incurred by any of them
                if the amount received by the Note Trustee, the US$ Noteholders
                or the US$ Note Owners is less than the amount that would have
                been received had Definitive Notes been issued within the 30
                days referred to in this clause 3.5. If and for so long as the
                Trustee discharges its obligations under this indemnity, the
                breach by the Trustee of the provisions of clause 3.3 shall be
                deemed to be cured. The Manager must promptly advise the Trustee
                if it becomes actually aware of the occurrence of the relevant
                event and the Trustee shall promptly notify the Note Trustee of
                the relevant event.

          3.6   NOTE REGISTER AND NOTE REGISTRAR

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


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                                                                         PAGE 13

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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

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

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

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

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


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                                                                         PAGE 14

<PAGE>


NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

          5.    CANCELLATION OF US$ NOTES
          ----------------------------------------------------------------------

          5.1   CANCELLATION

                The Trustee shall procure that all US$ Notes:

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

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

                shall be cancelled by or on behalf of the Trustee.

          5.2   RECORDS

                The Trustee shall procure that:

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

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

          6.    ENFORCEMENT
                ----------------------------------------------------------------

          6.19  ACTIONS FOLLOWING EVENT OF DEFAULT

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

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

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                                                                         PAGE 15

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

          6.2   EVIDENCE OF DEFAULT

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

          6.3   OVERDUE INTEREST

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

          6.4   RESTRICTIONS ON ENFORCEMENT

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

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

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

          6.5   ACTION BY NOTEHOLDERS

                Notwithstanding any other provision of this Deed, if the Note
                Trustee, having become bound to take steps and/or proceed under
                clause 6.1 and/or the Security Trust Deed, fails to do so within
                a reasonable time and such failure is continuing, the US$
                Noteholders may proceed directly against the

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                                                                         PAGE 16

<PAGE>


NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                Trustee but then only if and to the extent the US$ Noteholders
                are able to do so under Australian law.

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

          7.1   ACTING ONLY ON DIRECTION

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

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

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

          7.2   SECURITY TRUSTEE ACTING

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

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                                                                         PAGE 17

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

          7.3   NOTE TRUSTEE ALONE ENTITLED TO ACT

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

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

                (b)  enforce the provisions of this deed or of the US$ Notes
                     (including the Conditions),

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

          7.4   AVAILABLE AMOUNTS

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

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

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

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

          7.5   NO OBLIGATION TO ENSURE COMPLIANCE

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

          7.6   CONFLICT OF INTERESTS

                The Note Trustee shall, with respect to all the powers, trusts,
                authorities, duties and discretions vested in it by the
                Transaction Documents, except


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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                where expressly provided otherwise, have regard to the interests
                of the US$ Noteholders.

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

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

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

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

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

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

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                                                                         PAGE 19

<PAGE>


NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

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

                (b)  (TRANSACTION DOCUMENTS)

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

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

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

                (d)  (NOTIFY EVENTS OF DEFAULT)

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

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

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

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

                (e)  (MAINTENANCE OF OFFICE OR AGENCY) The Manager on behalf of
                     the Trustee will maintain in the Borough of Manhattan, The
                     City of New York [AND IN LONDON], [MBP TO CONFIRM WHETHER
                     STILL REQUIRED] an office or agency where US$ Notes may be
                     surrendered for registration of transfer or exchange, and
                     where notices and demands to or upon the Trustee in respect
                     of the US$ Notes and this deed may

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                                                                         PAGE 20

<PAGE>


NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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


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                                                                         PAGE 21


<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

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

                (k)  (NOTEHOLDER REPORT)

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

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

          12.   REMUNERATION OF NOTE TRUSTEE
          ----------------------------------------------------------------------
          12.1  FEE

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

          12.2  ADDITIONAL REMUNERATION

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

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                                                                         PAGE 22

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

          the Trustee shall pay to the Note Trustee any additional remuneration
          as they agree.

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

          12.3  COSTS, EXPENSES

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

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

          12.4  OVERDUE RATE

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

          12.5  CONTINUING OBLIGATION

          Unless otherwise specifically stated in any discharge relating to this
          deed the provisions of this clause shall continue in full force and
          effect

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                                                                         PAGE 23

<PAGE>


NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

          notwithstanding such discharge and even if the Note Trustee has ceased
          to be the Note Trustee for any reason including but not limited to
          those contemplated in clause 23 it will be entitled to all rights
          arising to it prior to it ceasing to be the Note Trustee.

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

          13.1  PREFERENTIAL COLLECTION OF CLAIMS AGAINST TRUSTEE

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

          13.2  DUTIES OF NOTE TRUSTEE

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

                (b)  Except while an Event of Default subsists:

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

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

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

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

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

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


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                                                                         PAGE 24

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

          13.3   OBLIGATIONS OF NOTE TRUSTEE

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

          13.4   NOTICE OF DEFAULTS

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

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

          13.5   RIGHTS OF NOTE TRUSTEE

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

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

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

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

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

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                                                                         PAGE 25



<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

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

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

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

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                                                                         PAGE 26

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

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

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

                (o)  Subject to clauses 6.5 and 7.4, the Note Trustee may
                     certify in good faith whether or not any of the events set
                     out in paragraphs (b) to (e) of Condition 9 or any breach
                     under clause 8 of the Security Trust Deed is in its opinion
                     materially prejudicial to the interests of the relevant US$
                     Noteholders and may certify, in relation to the event set
                     out in paragraph (a) of Condition 9 in relation to any
                     payment of interest on the US$ Notes that the Trustee had,
                     on the due date for payment of the amount of interest in
                     question, sufficient cash to pay, in accordance with the
                     provisions of the Supplementary Terms Notice or the
                     Security Trust Deed, all interest (after payment of all
                     sums which are permitted under the Supplementary Terms
                     Notice or the Security Trust Deed to be paid in priority to
                     or pari passu with them) and that certificate shall be
                     conclusive and binding upon the

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                                                                         PAGE 27

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                     Trustee, the US$ Noteholders. The Note Trustee shall have
                     no liability to the Trustee, any US$ Noteholder or any
                     other person in relation to any such certificate or in
                     relation to any delay or omission in providing such
                     certificate. In giving any certificate relating to
                     paragraph (a) of Condition 9, the Note Trustee may rely on
                     any determination made by any independent accountants of
                     recognised standing in Australia and any such determination
                     shall be conclusive and binding on the Trustee and the US$
                     Noteholders. The Trustee shall pay the Note Trustee
                     reasonable costs and expenses of providing the certificate
                     at the times specified in the Supplementary Terms Notice.

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

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

                (r)  The Note Trustee shall not be liable for any failure,
                     omission or defect in or filing or procuring registration
                     or filing of or otherwise protecting or perfecting the
                     Security Trust Deed or the Mortgaged Property or any other
                     security or failure to call for delivery of

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                     documents of title to the Mortgaged Property or any other
                     security or to require any further assurances in relation
                     to any property or assets comprised in the Mortgaged
                     Property or any other security.

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

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

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

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

                (w)  No provision of this deed requires the Note Trustee to do
                     anything which may be illegal or contrary to applicable law
                     or regulation or expend or risk its own funds or otherwise
                     incur any financial liability

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                     in the performance of any of its duties, or in the exercise
                     of any of its rights or powers, if it has grounds to
                     believe that repayment of those funds or adequate indemnity
                     against that risk or liability is not assured to it.
                     Without limitation nothing contained in this deed imposes
                     any obligation on the Note Trustee to make any further
                     advance to an Obligor or to borrow any moneys under a
                     Transaction Document or to maintain, protect or preserve
                     any moneys standing to the credit of the Collection
                     Account.

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

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

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

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

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

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

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

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                            in them or any waiver or consent which has at any
                            time been granted in relation to any of the above;

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

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

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

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

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

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

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

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

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

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                     held or treated as, or being deemed to be, a creditor, for
                     the purposes of the Consumer Credit Legislation, in respect
                     of any of the Mortgages.

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

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

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

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

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

                (ee) The Note Trustee shall not be liable to the Trustee, or any
                     Noteholder by reason of having accepted as valid or not
                     having rejected any Definitive Note purporting to be such
                     and subsequently found to be forged or not authentic and
                     the Note Trustee may call for and shall be at liberty to
                     accept and place full reliance on as sufficient evidence of
                     the facts stated therein a certificate or letter of
                     confirmation certified as true and accurate and signed on
                     behalf of


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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
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                     the Common Depository or any common depository for them or
                     any person as the Note Trustee reasonably considers
                     appropriate, or any form of record made by any of them to
                     the effect that at any particular time or through any
                     particular period any particular person is, was, or will
                     be, shown in its records as entitled to a particular number
                     of US$ Notes.

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

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

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

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

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

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

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

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

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                     the use of such an agent does not have an adverse effect on
                     the ratings of the US$ Notes. If the Note Trustee exercises
                     reasonable care in the selection of that agent and
                     providing the Note Trustee and the agent are not related
                     bodies corporate (as defined in the Corporations Law), the
                     Note Trustee shall not in any way be responsible for any
                     loss incurred by reason of any misconduct or default on the
                     part of that agent.

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

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

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

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

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
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          18.   WAIVER
          ----------------------------------------------------------------------

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

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

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

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

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

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

          19.1  APPROVAL

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

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

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                                                                              35

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

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

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

          19.2  RESOLUTION OF US$ NOTEHOLDERS

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

          19.3  DISTRIBUTION OF AMENDMENTS

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

          19.4  AMENDMENTS BINDING

                Any amendment under this clause is binding on the US$
                Noteholders.

          19.5  CONFORMITY WITH TIA

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

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                                                                              36


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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

          20.   US$ NOTEHOLDERS
          ----------------------------------------------------------------------

          20.1  ABSOLUTE OWNER

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

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

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

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

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

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
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                     Maturity Date (and except for the redemption for any US$
                     Note called for redemption pursuant to Condition 5 which
                     shall be payable as provided below.

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

          20.2  CLEARING AGENCY CERTIFICATE

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

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

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

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

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

                     (i)    the date (if any) as of which the non-US$ currency
                            equivalent of the US$ amounts due or contingently
                            due under this deed (other than this clause) or in
                            respect of the relevant US$

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                            Notes is calculated for the purposes of any
                            bankruptcy, insolvency or liquidation of the
                            Trustee; and

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

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

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

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

          22.1  APPOINTMENT BY TRUSTEE

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

          22.2  APPOINTMENT BY NOTE TRUSTEE

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

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

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                                                                         PAGE 39

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

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

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

          22.3  NOTICE

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

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

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

          23.1  REMOVAL BY TRUSTEE

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

--------------------------------------------------------------------------------
                                                                         PAGE 40

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

                (b)  the Note Trustee has ceased its business;

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

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

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

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

          23.2  REMOVAL BY US$ NOTEHOLDERS

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

          23.3  RESIGNATION

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

          23.4  RATING AGENCIES APPROVAL

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

          23.5  TRUST CORPORATION

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

--------------------------------------------------------------------------------
                                                                         PAGE 41

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                Note Trustee shall be entitled to appoint a new Note Trustee
                which is a Trust Corporation and such appointment shall be
                deemed to have been made under clause 22.2 of this Deed.

          23.6  SUCCESSOR TO NOTE TRUSTEE

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

                (b)  Any corporation:

                     (i)    into which the Note Trustee is merged;

                     (ii)   with which the Note Trustee is consolidated;

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

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

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

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

          23.7  ELIGIBILITY; DISQUALIFICATION

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

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

                (c)  The Note Trustee shall comply with section 310(b) of the
                     TIA, provided that any indenture or indentures under which
                     other securities of the Trustee are outstanding shall be
                     excluded from the

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                                                                         PAGE 42

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                     operation of section 310(b)(1) of the TIA for the purposes
                     of paragraph (b) if the requirements for such exclusion set
                     out in section 310(b)(1) of the TIA are met.

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

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

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

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

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

          26.1  GENERAL

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

                (a)  must be in writing;

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

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

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

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

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

--------------------------------------------------------------------------------
                                                                         page 43

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

          26.2  DETAILS

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

                THE TRUSTEE

                PERPETUAL TRUSTEES CONSOLIDATED LIMITED

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

                [Tel:             9229 9000
                Fax:              9221 7870


                Attention:        Manager, Securitisation

                THE MANAGER

                CRUSADE MANAGEMENT LIMITED

                Level 11
                55 Market Street
                SYDNEY NSW 2000
                AUSTRALIA

                Tel:              612 9320 5605
                Fax:              612 9320 5586

                Attention:        Executive Manager, Securitisation

                THE PRINCIPAL PAYING AGENT

                BANKERS TRUST COMPANY

                123 Washington Street
                New York  New York  10006

                Tel:              [*]
                Fax:              [*]

                Attention:        Issuer Services

                THE CALCULATION AGENT

                BANKERS TRUST COMPANY

                123 Washington Street
                New York  New York  10006

                Tel:              [*]
                Fax:              [*]
                Attention:        Issuer Services

--------------------------------------------------------------------------------
                                                                         PAGE 44


<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                THE NOTE TRUSTEE

                WILMINGTON TRUST COMPANY

                Rodney Square North
                1100 Market Street
                Wilmington Delaware 19890-0001

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

                THE SECURITY TRUSTEE

                P.T. LIMITED

                Level 7
                39 Hunter Street,
                SYDNEY, NSW 2000

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

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

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

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

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

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

          29.1  GENERAL

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

          29.2  LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT TO INDEMNITY

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

--------------------------------------------------------------------------------
                                                                         PAGE 45

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                     indemnified for the liability. This limitation of the
                     Trustee's liability applies despite any other provision of
                     this Deed and extends to all liabilities and obligations of
                     the Trustee in any way connected with any representation,
                     warranty, conduct, omission, agreement or transaction
                     related to this Deed or the Trust.

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

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

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

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

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

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

          29.3  UNRESTRICTED REMEDIES

                Nothing in clause 29.2 limits any party in:

--------------------------------------------------------------------------------
                                                                         PAGE 46


<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

                (b)  obtaining declaratory relief;

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

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

          29.4  RESTRICTED REMEDIES

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

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

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

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

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

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

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

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

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

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

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

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

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

--------------------------------------------------------------------------------
                                                                              47

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

                0 for:

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

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

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

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

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

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

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

          34.1  RELIANCE ON CERTIFICATE

                The Note Trustee shall not incur any liability as a result of
                relying upon the authority, validity, due authorisation of, or
                the accuracy of any information contained in any notice,
                resolution, direction, consent, certificate, receipt, affidavit,
                statement, valuation report or other document or communication

--------------------------------------------------------------------------------
                                                                         PAGE 48

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                (including any of the above submitted or provided by the
                Manager, by the Trustee or by a US$ Noteholder) if the Note
                Trustee is entitled, under clause 34.2 to assume such
                authenticity, validity, due authorisation or accuracy.

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

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

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

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

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

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

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

          34.3  COMPLIANCE WITH LAWS

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

--------------------------------------------------------------------------------
                                                                         PAGE 49

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

          34.4  RELIANCE ON EXPERTS

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

          34.5  OVERSIGHTS OF OTHERS

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

          34.6  POWERS, AUTHORITIES AND DISCRETIONS

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

          34.7  IMPOSSIBILITY OR IMPRACTICABILITY

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

          34.8  LEGAL AND OTHER PROCEEDINGS

                (a)  (INDEMNITY FOR LEGAL COSTS) The Note Trustee or the US$
                     Noteholders acting under Clause 6.5 (as the case may be)
                     (each an INDEMNIFIED PARTY) shall be indemnified by the
                     Trustee (subject to clause 29) for all legal costs and
                     disbursements on a full indemnity

--------------------------------------------------------------------------------
                                                                         PAGE 50

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                     basis and all other cost, disbursements, outgoings and
                     expenses incurred by the Indemnified Party in connection
                     with:

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

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

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

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

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

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

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

          34.9  NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

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

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                claims and demands to which it may render itself liable and all
                costs, charges, damages and expenses which it may incur by so
                doing.

         34.10  FURTHER LIMITATIONS ON NOTE TRUSTEE'S LIABILITY

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

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

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

                     (i)    any US$ Noteholder under this Deed, any other
                            Transaction Document or any other document;

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

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

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

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

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

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

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


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

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

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

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

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

          34.11 CONFLICTS

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

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

          34.12 INFORMATION

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

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
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          34.13 INVESTIGATION BY NOTE TRUSTEE

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

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

          35.1  PROVISION OF INFORMATION

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

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

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

                provided that so long as:

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

                (d)  the US$ Notes are Book-Entry Notes,

                no such list shall be required to be furnished.

          35.2  PRESERVATION OF INFORMATION; COMMUNICATIONS TO NOTEHOLDERS

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

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

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

          35.3  REPORTS BY NOTE TRUSTEE

                If required by section 313(a) of the TIA, within 60 days after
                each 30 June, beginning with 30 June 2001, the Note Trustee
                shall mail to each US$

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

          35.4  NOTICES TO US$ NOTEHOLDERS; WAIVER

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

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

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

          35.6  REPORTS BY TRUSTEE

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

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

                (b)  file with the Note Trustee and the Commission in accordance
                     with rules and regulations prescribed from time to time by
                     the Commission such additional information, documents and
                     reports with respect to compliance by the Trustee with the
                     conditions and

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                     covenants of this deed as may be required from time to time
                     by such rules and regulations; and

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

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

          36.1  COMPLIANCE CERTIFICATES AND OPINIONS, ETC

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

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

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

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

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

                     (ii)   Whenever any property or securities are to be
                            released from the Security Interest created by the
                            Security Trust Deed, the Trustee shall also furnish
                            to the Note Trustee an Officer's Certificate
                            certifying or stating the opinion of each person
                            signing such certificate as to the fair value
                            (within 90 days of such release) of the property or
                            securities proposed to be

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                            released and stating that in the opinion of such
                            person the proposed release will not impair the
                            security under the Security Trust Deed in
                            contravention of the provisions of the Security
                            Trust Deed or this deed.

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

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

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

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

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

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

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

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

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

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
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          36.2  UNDERTAKING FOR COSTS

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

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

                     (i)    any suit instituted by the Note Trustee;

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

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

          36.3  EXCLUSION OF SECTION 316

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

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

          36.4  UNCONDITIONAL RIGHTS OF US$ NOTEHOLDERS TO RECEIVE PRINCIPAL
                AND INTEREST

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

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

          36.5  CONFLICT WITH TRUST INDENTURE ACT

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

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

          37.   CONSENT OF US$ NOTEHOLDERS
          ----------------------------------------------------------------------

          37.1  GENERAL

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

          37.2  SPECIAL WRITTEN APPROVALS

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

                     (i)    modification of the date fixed for final maturity of
                            the US$ Notes;

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

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

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

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

                     (vi)   alteration of this sub-paragraph.

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

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

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                                                                         PAGE 59

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

          37.3  REQUIREMENT FOR WRITING

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

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                                                                         PAGE 60

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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

                approval of US$ Noteholders, the record date for determining US$
                Noteholders with respect to such solicitation shall be the date
                upon which the Principal Paying Agent distributes such notices
                or solicitation to the US$ Noteholders.

EXECUTED as a deed in New York.

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

TRUSTEE

SIGNED on behalf of                   )
PERPETUAL TRUSTEES                    )
CONSOLIDATED LIMITED                  )
(ABN 81 004 029 841)                  )
by its attorney under the Power of    )
Attorney dated                        )
in the presence of:                   )
                                            ------------------------------------
                                            Signature

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


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


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

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

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


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


--------------------------------------------------------------------------------
                                                                         PAGE 61

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

NOTE TRUSTEE

SIGNED, SEALED AND                       )
DELIVERED on behalf of                   )
WILMINGTON TRUST COMPANY                 )
                                         )
by its attorney under the Power of       )
Attorney dated                           )
in the presence of:                      )
                                           -------------------------------------
                                           Signature


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


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


PRINCIPAL PAYING AGENT

SIGNED, SEALED AND                       )
DELIVERED on behalf of                   )
BANKERS TRUST COMPANY                    )
by its attorney under the Power of       )
Attorney dated                           )
in the presence of:                      )

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


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


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

CALCULATION AGENT

SIGNED, SEALED AND                       )
DELIVERED on behalf of                   )
BANKERS TRUST COMPANY                    )
by its attorney under the Power of       )
Attorney dated                           )
in the presence of:                      )

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


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


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


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                                                                         PAGE 62


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NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


SECURITY TRUSTEE

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


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


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

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                                                                         PAGE 63


<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

SCHEDULE 1

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

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

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

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

                     PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                              (ABN 81 004 029 841)

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

      in its capacity as trustee of the Crusade Global Trust No. 1 of 2001

                                 BOOK-ENTRY NOTE

                                  representing

                                  US$[NUMBER]**

  Class [A-1/A-2] Mortgage Backed Floating Rate Notes Due on the Final Maturity
                          Date falling in January 2032

This Note is a Class [A-1/A-2] Book-Entry Note without principal or interest in
respect of a duly authorised issue of Notes of Perpetual Trustees Consolidated
Limited in its capacity as trustee of the Crusade Global Trust No. 1 of 2001
(the "TRUST") (the "ISSUER"), designated as specified in the title above (the
"NOTES"), in an initial aggregate principal amount of

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

and (a) constituted by a Master Trust Deed (the "MASTER TRUST DEED") dated 14
March 1998 between the Issuer, St.George Bank Limited and Crusade Management
Limited (the "MANAGER"), by a Supplementary Terms Notice (the "SUPPLEMENTARY
TERMS NOTICE") dated [*] 2001 between (among others) the Issuer, the Security
Trustee (as defined herein), St.George Custodial Pty Limited, [Bankers Trust
Company] (the note trustee for the time being referred to as the "NOTE TRUSTEE")
as trustee for the holders for the time being of the Class [A-1/A-2] Notes (the
"CLASS

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                                                                         PAGE 64

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

[A-1/A-2] NOTEHOLDERS") and the Manager, and by the Conditions; (b) issued
subject to a Note Trust Deed dated [*] 2001 (the "NOTE TRUST DEED") between
(among others) the Issuer, the Manager and the Note Trustee; and (c) secured by
a Security Trust Deed (the "SECURITY TRUST DEED") dated [*] 2001 between the
Issuer, the Manager, the Note Trustee and P.T. Limited (ABN 67 004 454 666) (the
"SECURITY TRUSTEE"), which expression shall include its successor for the time
being as security trustee under the Security Trust Deed). References to the
Conditions (or to any particular numbered Condition) shall be to the Terms and
Conditions of the US$ Notes set out in Schedule 3 to the Note Trust Deed but
with the deletion of those provisions which are applicable only to US$ Notes in
definitive form. Terms and expressions defined in the Note Trust Deed and the
Conditions shall, save as expressly stated otherwise, bear the same meanings
when used herein.

If the Issuer is obliged to issue Definitive Notes under Clause 3.3 of the Note
Trust Deed this Class [A-1/A-2] Book-Entry Note will be exchangeable in whole at
the offices of the Principal Paying Agent at 1761 East Street, Andrew Place,
Santa Ana, California 92705, (or such other place outside Australia and any of
its respective territories and possessions and other areas subject to
jurisdictions as the Note Trustee may agree) for Class [A-1/A-2]Definitive Notes
and the Issuer shall execute and procure that the Principal Paying Agent
authenticates and delivers in full exchange for this Class [A-1/A-2] Book-Entry
Note, Class [A-1/A-2] Definitive Notes in aggregate principal amount equal to
the Amount of all Class [A-1/A-2] Notes represented by this Class [A-1/A-2]
Book-Entry Note. The Issuer is not obliged to issue Definitive Notes until 30
days after the occurrence of an event set out in clause 3.3 of the Note Trust
Deed.

The Issuer, in its capacity as trustee of the Trust, subject to this US$
Book-Entry Note and subject to and in accordance with the Conditions and the
Note Trust Deed promises to pay to Cede & Co., or registered assigns of this
Class [A-1/A-2] Book-Entry Note the principal sum of US$[WORDS]**
(US$[NUMBER])** or such lesser amount as may from time to time be represented by
this Class [A-1/A-2] Book-Entry Note (or such part of that amount as may become
repayable under the Conditions, the Supplementary Terms Notice and the Note
Trust Deed) on such date(s) that principal sum (or any part of it) becomes
repayable in accordance with the Conditions, the Supplementary Terms Notice and
the Note Trust Deed and to pay interest in arrears on each Quarterly Payment
Date (as defined in Condition 4) on the Invested Amount (as defined in Condition
5(a)) of this Class [A-1/A-2] Book-Entry Note at rates determined in accordance
with Class [A-1/A-2] Condition 4 and all subject to and in accordance with the
certification requirements described in this Class [A-1/A-2] Book-Entry Note,
the Conditions, the Supplementary Terms Notice and the Note Trust Deed, which
shall be binding on the registered holder of this Class [A-1/A-2] Book-Entry
Note (as if references in the Conditions to the Notes and the Noteholders were
references to this Class [A-1/A-2] Book-Entry Note and the registered holder of
this Class [A-1/A-2] Book-Entry Note respectively and as if the same had been
set out in this Class [A-1/A-2] Book-Entry Note in full with all necessary
changes, except as otherwise provided in this Class [A-1/A-2] Book-Entry Note).

Payments of interest on this Class [A-1/A-2] Note due and payable on each
Quarterly Payment Date, together with the instalment of principal, if any, shall
be payable to the nominee of the Common Depository (initially, such nominee to
be


--------------------------------------------------------------------------------
                                                                         PAGE 65

<PAGE>

Cede & Co.). No payment of interest or principal may be made by the Issuer or
any Paying Agent in the Commonwealth of Australia or its possessions or into a
bank account or to an address in the Commonwealth of Australia. Each of the
persons appearing from time to time in the records of DTC, as the holder of a
beneficial interest in a Class [A-1/A-2] Note will be entitled to receive any
payment so made in respect of that Class [A-1/A-2] Note in accordance with the
respective rules and procedures of DTC. Such persons will have no claim directly
against the Issuer in respect of payments due on the Class [A-1/A-2] Notes which
must be made by the holder of this Class [A-1/A-2] Book-Entry Note, for so long
as this Class [A-1/A-2] Book-Entry Note is outstanding.

On any payment of principal and/or interest on the Class [A-1/A-2] Notes as set
out above details of that payment shall be endorsed by or on behalf of the
Issuer in the Note Register and, in the case of payments of principal, the
Invested Amount of the Class [A-1/A-2] Notes shall be reduced for all purposes
by the amount so paid and endorsed in the Note Register. Any such record shall
be prima facie evidence that the payment in question has been made.

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

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

On an exchange of this Class [A-1/A-2] Book-Entry Note, this Class [A-1/A-2]
Book-Entry Note shall be surrendered to the Principal Paying Agent.

This Class [A-1/A-2] Book-Entry Note shall not become valid for any purpose
unless and until the Certificate of Authentication attached has been signed by
an Authorised Signatory of the Principal Paying Agent (as defined in the
Supplementary Terms Notice).

This Class [A-1/A-2] Book-Entry Note is governed by, and shall be construed in
accordance with, the laws of New South Wales, Australia.

IN WITNESS the Issuer has caused this Class [A-1/A-2]Book-Entry Note to be
signed [manually/in facsimile] by a person duly authorised on its behalf

Perpetual Trustees Consolidated Limited in its capacity as trustee of the
Crusade Global Trust No. 1 of 2001

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


--------------------------------------------------------------------------------
                                                                         PAGE 66

<PAGE>

NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

IMPORTANT NOTICE:

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

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

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

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

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

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

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

                          CERTIFICATE OF AUTHENTICATION

This Class [A-1/A-2] Book-Entry Note is to be authenticated by Bankers Trust
Company and until so authenticated shall not be valid for any purpose.

BANKERS TRUST COMPANY as Principal Paying Agent

--------------------------------------------------------------------------------
                                                                         PAGE 67

<PAGE>


NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

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

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



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



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

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


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


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

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

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


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                                                                         PAGE 68

<PAGE>


NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

SCHEDULE 2

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

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

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

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

(iii)    the Available Income;

(iv)     the Total Available Funds;

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

(vi)     the Redraw Shortfall;

(vii)    the Payment Shortfall (if any);

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

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

(x)      the Gross Principal Collections;

(xi)     the Principal Collections;

(xii)    the Liquidity Shortfall (if any);

(xiii)   the Remaining Liquidity Shortfall (if any);

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

(xv)     the Class A Bond Factor, the Class B Bond Factor and the Class C Bond
         Factor;

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

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

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

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

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

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

(xxii)   delinquency statistics with respect to the Housing Loans.

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                                                                         PAGE 69

<PAGE>


NOTE TRUST DEED                                            ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

SCHEDULE 3 : TERMS AND CONDITIONS OF THE US$ NOTES