Note Trust Deed

                                         PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                                                                       (Trustee)

                                                      CRUSADE MANAGEMENT LIMITED
                                                                       (Manager)

                                                            THE BANK OF NEW YORK
                                                                  (Note Trustee)

                                                            THE BANK OF NEW YORK
                                                        (Principal Paying Agent)

                                                            THE BANK OF NEW YORK
                                                             (Calculation Agent)

                                                                    P.T. LIMITED
                                                              (Security Trustee)

                                                          ALLENS ARTHUR ROBINSON
                                                               The Chifley Tower
                                                                2 Chifley Square
                                                                 Sydney NSW 2000
                                                                       Australia
                                                              Tel 61 2 9230 4000
                                                              Fax 61 2 9230 5333

                                       (C) Copyright Allens Arthur Robinson 2005



Note Trust Deed
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CROSS REFERENCE TABLE(1)
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TRUST INDENTURE ACT SECTION   CLAUSE
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310   (a)(1)                  23.6
      (a)(2)                  23.6(b)
      (a)(3)                  23.6
      (a)(4)                  22.2(b)
      (a)(5)                  NA(2)
      (b)                     23.6
      (c)                     NA
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311   (a)                     13.1
      (b)                     13.1
      (c)                     NA
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312   (a)                     35.1, 35.2(a)
      (b)                     35.2(b)
      (c)                     35.2(c)
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313   (a)                     35.3
      (b)(1)                  35.3
      (b)(2)                  NA
      (c)                     35.4
      (d)                     35.3
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314   (a)(1)                  35.5
      (a)(2)                  35.5
      (a)(3)                  35.5
      (a)(4)                  11.1(m)
      (b)                     11.1(m)
      (c)                     36.1(a)
      (d)                     36.1(b)
      (e)                     36.1(c)
      (f)                     36.1(a)
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315   (a)                     13.2(b)
      (b)                     13.4
      (c)                     13.2(a)
      (d)                     13.2(c), (d)
      (e)                     36.2
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316   (a)(1)                  36.3
      (a)(2)                  37.2(b)
      (b)                     36.4, 37.2(a)
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317   (a)(1)                  6.1
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Note Trust Deed
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      (a)(2)                  NA
      (b)                     2.5
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318   (a)                     36.5
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NOTES:

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

2.   NA means not applicable.



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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TABLE OF CONTENTS

1.    DEFINITIONS AND INTERPRETATION                                           2
      1.1     Definitions and Interpretation                                   2
      1.2     Definitions in Master Trust Deed, Supplementary Terms Notice
                 and Conditions                                                4
      1.3     Incorporation by reference                                       4
      1.4     Interpretation                                                   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                                               6
      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 for Paying Agents                                   9
      2.6     Certification                                                    9

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 Class A-1 Notes                                      12
      3.4     Definitive Class A-2 Notes                                      12
      3.5     Notice of Exchange Events                                       14
      3.6     Stamp and Other Taxes                                           14
      3.7     Indemnity for non-issue                                         14
      3.8     Note Register and Note Registrar                                14

4.    COVENANT OF COMPLIANCE                                                  16

5.    CANCELLATION OF OFFSHORE NOTES                                          16
      5.1     Cancellation of Offshore Notes                                  16
      5.2     Records                                                         16

6.    ENFORCEMENT                                                             17
      6.1     Actions following Event of Default                              17
      6.2     Evidence of default                                             17
      6.3     Overdue interest                                                17
      6.4     Restrictions on enforcement                                     17
      6.5     Action by Offshore Noteholders                                  18

7.    PROCEEDINGS                                                             18



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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      7.1     Acting only on direction                                        18
      7.2     Security Trustee acting                                         19
      7.3     Note Trustee alone entitled to act                              19
      7.4     Available amounts                                               20
      7.5     No liability                                                    20

8.    NOTICE OF PAYMENT                                                       20

9.    INVESTMENT BY NOTE TRUSTEE                                              20

10.   PARTIAL PAYMENTS                                                        21

11.   COVENANTS BY THE TRUSTEE AND MANAGER                                    21

12.   REMUNERATION OF NOTE TRUSTEE                                            24
      12.1    Fee                                                             24
      12.2    Additional Remuneration                                         25
      12.3    Costs, expenses                                                 25
      12.4    Overdue rate                                                    25
      12.5    Continuing obligation                                           26

13.   NOTE TRUSTEE                                                            26
      13.1    Preferential Collection of Claims Against Trustee               26
      13.2    Duties of Note Trustee                                          26
      13.3    Rights and limited responsibilities of Note Trustee             27
      13.4    Notice of Defaults                                              34

14.   NOTE TRUSTEE'S LIABILITY                                                35

15.   DELEGATION BY NOTE TRUSTEE                                              35

16.   EMPLOYMENT OF AGENT BY NOTE TRUSTEE                                     35

17.   NOTE TRUSTEE CONTRACTING WITH TRUSTEE                                   36

18.   WAIVER                                                                  36

19.   AMENDMENT                                                               37
      19.1    Approval                                                        37
      19.2    Extraordinary Resolution of Offshore Noteholders                38
      19.3    Distribution of amendments                                      38
      19.4    Amendments binding                                              38
      19.5    Conformity with TIA                                             38

20.   OFFSHORE NOTEHOLDERS                                                    38
      20.1    Absolute Owner                                                  38
      20.2    Clearing Agency Certificate                                     40

21.   CURRENCY INDEMNITY                                                      40

22.   NEW NOTE TRUSTEES                                                       41
      22.1    Appointment by Trustee                                          41
      22.2    Appointment by Note Trustee                                     41
      22.3    Notice                                                          42

23.   NOTE TRUSTEE'S RETIREMENT AND REMOVAL                                   42



NOTE TRUST DEED                                    [Allens Arthur Robinson LOGO]
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      23.1    Removal by Trustee                                              42
      23.2    Removal by Offshore Noteholders                                 42
      23.3    Resignation                                                     43
      23.4    Trust Corporation                                               43
      23.5    Successor to Note Trustee                                       43
      23.6    Eligibility; Disqualification                                   44

24.   NOTE TRUSTEE'S POWERS ADDITIONAL                                        44

25.   SEVERABILITY OF PROVISIONS                                              44

26.   NOTICES                                                                 45
      26.1    General                                                         45
      26.2    Details                                                         45

27.   GOVERNING LAW AND JURISDICTION                                          47

28.   COUNTERPARTS                                                            47

29.   LIMITED RECOURSE                                                        47
      29.1    General                                                         47
      29.2    Liability of Trustee limited to its right to indemnity          47
      29.3    Unrestricted remedies                                           48
      29.4    Restricted remedies                                             48

30.   SUCCESSOR TRUSTEE                                                       49

31.   REIMBURSEMENT FOR THE COST OF INDEPENDENT ADVICE                        49

32.   NO LIABILITY                                                            49

33.   INFORMATION MEMORANDUM                                                  50

34.   NOTE TRUSTEE'S LIMITED LIABILITY                                        50
      34.1    Reliance on certificate                                         50
      34.2    Note Trustee's reliance on Manager, Security Trustee,
                 Trustee or Servicer                                          51
      34.3    Compliance with laws                                            51
      34.4    Reliance on experts                                             51
      34.5    Oversights of others                                            51
      34.6    Powers, authorities and discretions                             52
      34.7    Impossibility or impracticability                               52
      34.8    Legal and other proceedings                                     52
      34.9    No liability except for negligence etc.                         53
      34.10   Further limitations on Note Trustee's liability                 53
      34.11   Conflicts                                                       54
      34.12   Information                                                     55
      34.13   Investigation by Note Trustee                                   55

35.   NOTEHOLDERS' LISTS AND REPORTS                                          55
      35.1    Provision of information                                        55
      35.2    Preservation of Information; Communications to Noteholders      56
      35.3    Reports by Note Trustee                                         56
      35.4    Notices to Class A-1 Noteholders; Waiver                        56
      35.5    Reports by Trustee                                              57



NOTE TRUST DEED                                    [Allens Arthur Robinson LOGO]
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36.   TRUST INDENTURE ACT - MISCELLANEOUS                                     57
      36.1    Compliance Certificates and Opinions, etc                       57
      36.2    Undertaking for Costs                                           59
      36.3    Exclusion of section 316                                        59
      36.4    Unconditional Rights of Offshore Noteholders to Receive
                 Principal and Interest                                       60
      36.5    Conflict with Trust Indenture Act                               60

37.   CONSENT OF OFFSHORE NOTEHOLDERS                                         60
      37.1    General                                                         60
      37.2    Special Written Approvals                                       60
      37.3    Requirement for writing                                         62
      37.4    No conflict between actions of Offshore Noteholders             62

38.   DOCUMENTS                                                               62

SCHEDULE 1                                                                    66
      Form of Class A-1 Book-Entry Note                                       66
      Assignment                                                              70

SCHEDULE 2                                                                    71
      Information to be contained in Noteholder's Report                      71

SCHEDULE 3                                                                    72
      Terms and Conditions of the Class A-1 Notes                             72
      1.      FORM DENOMINATION AND TITLE                                     73

SCHEDULE 4                                                                    96
      Form of Class A-2 Book-Entry Note                                       96
      Assignment                                                             101

SCHEDULE 5                                                                   102
      Terms and Conditions of the Class A-2 Notes                            102



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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DATE                                    2005

PARTIES

     1.   PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841)
          incorporated in Australia and registered in Victoria of Level 7, 9
          Castlereagh Street, Sydney, New South Wales 2000 in its capacity as
          trustee of the Crusade Global Trust No. 1 of 2005 (the TRUSTEE);

     2.   CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) incorporated in
          Australia and registered in New South Wales of 4-16 Montgomery Street,
          Kogarah, New South Wales 2217 as Manager of the Crusade Global Trust
          No. 1 of 2005 (the MANAGER);

     3.   THE BANK OF NEW YORK acting through its office at 101 Barclay Street,
          Floor 21 West, New York, New York 10286, United States of America (the
          NOTE TRUSTEE), which expression shall, wherever the context requires,
          include any other person or company for the time being a trustee under
          this deed or trustees of this deed;

     4.   THE BANK OF NEW YORK acting through its office at 101 Barclay Street,
          Floor 21 West, New York, New York 10286, United States of America as
          principal paying agent for the Class A-1 Notes described below and
          acting through its office at 48th Floor, 1 Canada Square, London E14
          5AL, United Kingdom as principal paying agent for the Class A-2 Notes
          described below (together the PRINCIPAL PAYING AGENT), which
          expression shall wherever the context requires, include any successor
          principal paying agent from time to time appointed under the Agency
          Agreement;

     5.   THE BANK OF NEW YORK acting through its office at 48th Floor, 1 Canada
          Square, London E14 5AL, United Kingdom (the CALCULATION AGENT), which
          expression shall wherever the context requires, include any successor
          calculation agent from time to time appointed under the Agency
          Agreement;

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

RECITALS

     A    The Trustee has resolved at the direction of the Manager to issue
          US$[600,000,000] of Class A-1 Notes due June 2037 (the CLASS A-1
          NOTES), (euro)[500,000,000] of Class A-2 Notes due June 2037 (the
          CLASS A-2 NOTES and together with the Class A-1 Notes, the OFFSHORE
          NOTES), A$[500,000,000] of Class



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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          A-3 Notes due June 2037, A$[26,700,000] of Class B Notes due June 2037
          and A$[8,600,000] of Class C Notes due June 2037 (together those A$
          denominated Notes being the A$ NOTES). The Offshore 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 Offshore
          Noteholders under this deed.
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IT IS AGREED as follows.

1.   DEFINITIONS AND INTERPRETATION
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1.1  DEFINITIONS AND INTERPRETATION

     The following definitions apply unless the context requires otherwise.

     CLASS A NOTE OWNER means a Class A-1 Note Owner or a Class A-2 Note Owner
     (as applicable).

     CLASS A-1 NOTE OWNER means, with respect to a Class A-1 Book-Entry Note,
     the person who is the beneficial owner of such Class A-1 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.

     CLASS A-2 NOTE OWNER means, with respect to a Class A-2 Book-Entry Note,
     the person who is the beneficial owner of such Class A-2 Book-Entry Note,
     as reflected on the books of the Clearing Agency, or on the books of the
     person maintaining an account with such Clearing Agency (directly as
     Clearing Agency Participant or as an indirect participant) in each case in
     accordance with the rules of such Clearing Agency.

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

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

     EVENT OF DEFAULT means, in respect of an Offshore Note, any of the events
     described in the relevant Condition 9.

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

     EXTRAORDINARY RESOLUTION has the meaning given in clause 19.2.



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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     INDEPENDENT means, in relation to a person, that the person:

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

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

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

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

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

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

     NOTEHOLDERS REPORT means the report to be delivered by the Manager, on
     behalf of the Trustee, in accordance with clause 11(n)(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 appointed as a Paying Agent by the
     Trustee under the Agency Agreement.

     RESPONSIBLE OFFICER means, with respect to the Note Trustee, any of its
     officers, including any Vice President, Assistant Vice President 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 in the Corporate Trust Department to whom such matter is
     referred because of such officer's knowledge of, and familiarity with, the
     particular subject.

     STATUTE means legislation now or hereafter in force of the Parliament of
     the Commonwealth of Australia or of any State or Territory thereof or of
     any legislative body of any other country or political subdivision thereof
     and any rule, regulation, ordinance, by-law, statutory instrument, order or
     notice now or hereafter made under such legislation.



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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     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 United States Trust Indenture Act of 1939, as amended.

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

     TRUST CORPORATION means:

     (a)  a corporation with the power and authority to act as a trustee in
          relation to the Note Trust at law or pursuant to legislation
          applicable to trustees in any relevant jurisdiction; and

     (b)  any person eligible for appointment as a trustee under an indenture to
          be qualified pursuant to the TIA, as set forth in Section 310 of the
          TIA,

     which shall include The Bank of New York for so long as it complies with
     such legislation.

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 relevant Conditions (including in each case by
          reference to another agreement) have the same meanings when used in
          this deed unless the context otherwise requires or unless otherwise
          defined in this deed.

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

          (i)  definitions in this deed;

          (ii) definitions in the Supplementary Terms Notice;

          (iii) definitions in the Master Trust Deed;

          (iv) definitions in the relevant Conditions.

     (c)  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
          Offshore Noteholder under this deed unless the Note Trustee (or the
          relevant Offshore Noteholders acting under clause 6.5, as the case may
          be) has agreed in writing to the changes under this deed.

1.3  INCORPORATION BY REFERENCE

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

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

     INDENTURE SECURITIES means the Class A-1 Notes.



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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     INDENTURE SECURITY HOLDER means a Class A-1 Noteholder.

     INDENTURE TO BE QUALIFIED means the Note Trust Deed.

     INDENTURE TRUSTEE or INSTITUTIONAL TRUSTEE means the Note Trustee.

     OBLIGOR on the indenture securities means the Trustee.

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

1.4  INTERPRETATION

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

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

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

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

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

1.5  DETERMINATION, STATEMENT AND CERTIFICATE SUFFICIENT EVIDENCE

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

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.



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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1.8  TRUSTEE AS TRUSTEE

     In this deed, except where provided to the contrary:

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

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

1.9  KNOWLEDGE OF TRUSTEE

     In relation to the Trust, the Trustee will only 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 only 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 Offshore 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;

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

          (iii) will hold the benefit of the covenant in clause 2.2, the
               covenants in clause 11 and all other rights of the Offshore
               Noteholders under the Offshore Notes,

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

1.12 OBLIGATIONS OF THE TRUSTEE

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

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



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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     (c)  Where the Manager is empowered to act on behalf of the Trustee, the
          Manager undertakes to the Trustee that it will duly and punctually
          perform, on behalf of the Trustee, those obligations imposed on the
          Trustee in accordance with the terms of the relevant clause.

1.13 OPINION OF COUNSEL

     For the purposes of this deed, the Trustee and the Note 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 or the
     Note 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
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2.1  PRINCIPAL AMOUNT

     (a)  The aggregate initial principal amount of the Class A-1 Notes is
          limited to US$[600,000,000].

     (b)  The aggregate initial principal amount of the Class A-2 Notes is
          limited to (euro)[500,000,000].

2.2  COVENANT TO REPAY

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

          (i)  the Final Maturity Date; or

          (ii) each earlier date as the Offshore 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:

          (iii) in US$ in New York for immediate value the principal amount of
               those Class A-1 Notes repayable, or in the case of a partial
               payment of those Class A-1 Notes, the principal amount payable,
               subject to and in accordance with the terms of those Class A-1
               Notes (including the relevant Conditions); and

          (iv) in Euros in London for immediate value the principal amount of
               those Class A-2 Notes repayable, or in the case of a partial
               payment of those Class A-2 Notes, the principal amount payable,
               subject to and in accordance with the terms of those Class A-2
               Notes (including the relevant Conditions).

     (b)  Subject to clause 2.3 and to the terms of the Offshore Notes
          (including the relevant Conditions and in particular the relevant
          Condition 6) and the Transaction Documents



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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          (including clause 29 of this deed), until any payment both before as
          well as after 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 on the Offshore Notes, at the respective rates
               calculated from time to time, in accordance with and on the dates
               provided for in the relevant Conditions; and

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

2.3  DEEMED PAYMENT

     Any payment of principal or interest in respect of any Offshore 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 Offshore 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 Offshore Notes in accordance with the
     terms of those Offshore Notes (including the relevant Conditions).

2.4  FOLLOWING EVENT OF DEFAULT

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

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

          (i)  (A)  to act as Principal Paying Agent, Irish 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 under the Note Trust and which is
                    available to be applied by the Note Trustee under this deed;
                    and

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

          (ii) to deliver up all Definitive Notes and all amounts, documents and
               records held by them in respect of the Offshore Notes to the Note
               Trustee or as the Note Trustee shall direct in that notice, other
               than any documents or records which the relevant



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               Paying Agent or Calculation Agent is obliged not to release by
               any law or regulation; or

     (b)  by notice in writing to the Trustee require it to make all subsequent
          payments in respect of the Offshore 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.

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

     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 Offshore Notes to the Note Trustee under paragraph (b).

2.5  REQUIREMENTS FOR PAYING AGENTS

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

     (b)  immediately notify by telex or 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 Offshore 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 Offshore Notes under the relevant
     Condition 5 the Note Trustee may rely upon an Officer's Certificate from
     the Manager on behalf of the Trustee certifying or stating, the opinion of
     each person signing that Officer's Certificate as to the following matters:

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

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

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



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     and that Officer's Certificate shall be conclusive and binding on the
     Trustee, the Note Trustee and the holders of those Offshore Notes. The Note
     Trustee shall not incur any liability as a result of relying on such
     certificate or such certificate subsequently being considered invalid.

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

3.1  ISSUE OF BOOK-ENTRY NOTES

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

     (b)  Each Book-Entry Note must be signed manually or by facsimile by an
          Authorised Signatory 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:

          (i)  in the case of Class A-1 Book-Entry Notes - in Schedule 1; and

          (ii) in the case of Class A-2 Book-Entry Notes - in Schedule 4.

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

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

          (i)  US$[600,000,000] for the Class A-1 Notes; and

          (ii) (euro)[500,000,000] for the Class A-2 Notes.

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

     (e)  The Class A-1 Notes and Class A-2 Notes upon original issue will be
          issued in the form of typewritten Notes representing the Class A-1
          Book-Entry Notes and Class A-2 Book-Entry Notes respectively. The
          Manager on behalf of the Trustee shall, on the date of this deed,



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          deliver or arrange the delivery on its behalf to the Principal Paying
          Agent, as agent for the Clearing Agency, of the Class A-1 Book-Entry
          Notes and the Class A-2 Book-Entry Notes. The Class A-1 Book-Entry
          Notes shall initially be registered on the Note Register in the name
          of the nominee of the relevant Clearing Agencies. The Class A-2
          Book-Entry Notes shall initially be registered on the Note Register in
          the name of the nominee of the Common Depository for and on behalf of
          the relevant Clearing Agencies. No Class A Note Owner will receive a
          Definitive Note representing such Class Note Owner's interest in such
          Note, except as provided in clause 3.3 or 3.4.

     (f)  Whenever a notice or other communication to the Offshore Noteholders
          is required under this deed, unless and until Definitive Notes shall
          have been issued to Class A Note Owners pursuant to clause 3.3 or 3.4,
          the Note Trustee shall give all such notices and communications
          specified herein to be given to Offshore Noteholders to the registered
          holders of the Book-Entry Notes, and shall have no obligation to the
          Offshore Note Owners.

     (g)  Unless and until the Definitive Notes have been issued to the Class A
          Note Owners pursuant to clause 3.3 or 3.4 (as the case may be):

          (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
               registered holders of the Book-Entry Notes for all purposes of
               this deed (including the payment of principal of and interest on
               the Offshore Notes and the giving of instructions or directions
               hereunder) as the sole holder of the Offshore Notes, and shall
               have no obligation to any Class A Note Owners;

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

          (iv) the rights of Class A Note Owners shall be exercised only through
               the relevant Clearing Agency and shall be limited to those
               established by law and agreements between such Class A Note
               Owners and the Clearing Agency and/or the Clearing Agency
               Participants. In respect of Class A-1 Notes, pursuant to the Note
               Depository Agreement, unless and until Definitive Class A-1 Notes
               are issued pursuant to clause 3.3, the relevant Clearing Agency
               will make book-entry transfers among the Clearing Agency
               Participants and receive and transmit payments of principal and
               interest on the Class A-1 Notes to such Clearing Agency
               Participants. In respect of Class A-2 Notes, unless and until
               Definitive Class A-2 Notes are issued pursuant to clause 3.4, the
               relevant Clearing Agencies will make book-entry transfers among
               themselves via book entries maintained by the relevant Common
               Depository and among the Clearing Agency Participants in respect
               of transfers among Clearing Agency Participants with the relevant
               Clearing Agency and receive and transmit payments of principal
               and interest on the Class A-2 Notes to such Clearing Agency
               Participants; and



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

3.3  DEFINITIVE CLASS A-1 NOTES

     (a)  If:

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

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

          then the Principal Paying Agent shall notify all of the appropriate
          Class A-1 Note Owners and the Trustee of the occurrence of any such
          event and of the availability of Definitive Class A-1 Notes to such
          Class A-1 Note Owners. Upon the surrender of the Class A-1 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 Class A-1 Notes in accordance with the instructions of that
          Clearing Agency.

     (b)  The Definitive Class A-1 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
          Class A-1 Notes.

     (c)  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  DEFINITIVE CLASS A-2 NOTES

     (a)  If, at any time any Class A-2 Notes, are represented by a Book-Entry
          Note:

          (i)  that Book-Entry Note becomes immediately due and repayable by
               reason of the occurrence of an Event of Default;



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

          (iii) as the result of any amendment to, or change in, the laws or
               regulations of any jurisdiction or any body politic, or
               government in any jurisdiction, or any minister, department,
               office, commission, instrumentality, agency, board, authority or
               organisation of any government or any corporation owned or
               controlled by any government having power to tax or in the
               interpretation by a revenue authority or a court of, or in the
               administration of, laws or regulations relating to taxation which
               becomes effective on or after the Note Issue Date, the Trustee or
               any Paying Agent is or will be required to make any deduction or
               withholding from any payment in respect of any of the Class A-2
               Notes which would not be required were those Class A-2 Notes in
               definitive form,

          then the Trustee shall (at its expense) (but subject to paragraph (c)
          below), within 30 days of becoming aware of the occurrence of the
          relevant event, but not prior to 40 days after the Closing Date issue
          Definitive Class A-2 Notes in exchange for the whole of the
          outstanding interest in that Book-Entry Note.

     (b)  The procedures to be carried out by the relevant parties on an
          exchange under paragraph (a) shall be made in accordance with the
          provisions of the terms of the Book-Entry Note in respect of which
          exchange is to be made and the normal practice of the relevant Common
          Depository, the Principal Paying Agent and the rules and procedures of
          Euroclear and Clearstream, Luxembourg from time to time.

     (c)  Despite this clause 3.4, the Trustee is not obliged to issue
          Definitive Class A-2 Notes until the later of:

          (i)  the expiry of 40 days after the later of the Note Issue Date and
               the date on which the relevant Class A-2 Notes are first offered
               to persons other than distributors in reliance on Regulation S of
               the Securities Act 1933, as amended; and

          (ii) 30 days after it becomes aware of the occurrence of the relevant
               event or request in paragraph (a).

     (d)  All Definitive Class A-2 Notes shall, subject to the terms of the
          Agency Agreement, be held by the Principal Paying Agent and shall be
          authenticated and delivered (at the cost of the Trustee) to the
          relevant Class A-2 Noteholders in accordance with the instructions of
          the holder of the relevant Book-Entry Note. The relevant Book-Entry
          Note shall be marked-down in respect of those Definitive Class A-2
          Notes which are so delivered as appropriate.

     (e)  The Definitive Class A-2 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
          Class A-2 Notes.



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     (f)  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.

3.5  NOTICE OF EXCHANGE EVENTS

     (a)  The Trustee or the Manager shall notify the Note Trustee in writing
          forthwith if the Trustee or the Manager (as the case may be) becomes
          actually aware of any of the events referred to in clause 3.3(a) and
          3.4(a) and shall, unless the Note Trustee agrees otherwise, promptly
          give notice of the event and of the Trustee's obligation to issue
          Definitive Notes to the relevant Offshore Noteholders in accordance
          with the relevant Condition 12.

     (b)  The Note Trustee shall notify the Trustee and the Manager in writing
          forthwith if the Note Trustee becomes actually aware of any of the
          events referred to in clause 3.3(a) and 3.4(a) and (where relevant)
          actually aware that the relevant event has the effect specified in
          that clause.

3.6  STAMP AND OTHER TAXES

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

     (a)  the execution of the Transaction Documents;

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

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

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

3.7  INDEMNITY FOR NON-ISSUE

     If the Trustee is required to issue, or procure the issue of, Definitive
     Notes following an event specified in clause 3.3(a) or 3.4(a) but fails to
     do so within 30 days of the Trustee or the Manager becoming actually aware
     of the occurrence of the relevant event then the Trustee shall (subject to
     clause 29) indemnify the Note Trustee, the Offshore Noteholders, and the
     Class A 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
     Offshore Noteholders or the Class A Note Owners is less than the amount
     that would have been received had Definitive Notes been issued within the
     30 days referred to above. If and for so long as the Trustee discharges its
     obligations under this indemnity, the breach by the Trustee of the
     provisions of clause 3.3(a) or 3.4(a) 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.

3.8  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 Offshore Notes and the registration of transfers of Offshore
          Notes.



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          The Note Registrar will be responsible for registering Offshore Notes
          and transfers of Offshore Notes as herein provided. The Trustee may,
          with the consent of the Note Trustee, appoint another person as Note
          Registrar. Upon any resignation or removal of any Note Registrar under
          the Agency Agreement, the Trustee with the assistance of and at the
          direction of, the Manager shall promptly appoint a successor or, if it
          elects not to make such an appointment, assume the duties of the Note
          Registrar.

     (b)  Upon surrender for registration of transfer of any Offshore Note at
          the office or agency of the Trustee to be maintained as provided in
          clause 11(e) (and in the case of a Class A-1 Note, 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 direction the Principal Paying Agent
          shall authenticate and the Offshore Noteholder shall obtain from the
          Note Trustee, in the name of the designated transferee or transferees,
          one or more new Offshore Notes, in any authorised denominations, of
          the same class and a like aggregate principal amount.

     (c)  At the option of the Offshore Noteholder, Offshore Notes may be
          exchanged for other Offshore Notes in any authorised denominations and
          a like aggregate principal amount, upon surrender of the Offshore
          Notes to be exchanged at such office or agency. Whenever any Offshore
          Notes are so surrendered for exchange (and in the case of a Class A-1
          Note, 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
          Offshore Noteholder shall obtain from the Note Trustee, the Offshore
          Notes which the Offshore Noteholder making the exchange is entitled to
          receive.

     (d)  Every Class A-1 Note presented or surrendered for registration of
          transfer or exchange shall be (i) duly endorsed by, or be accompanied
          by a written instrument of transfer in a form satisfactory to the Note
          Registrar duly executed by, the Class A-1 Noteholder thereof or such
          Class A-1 Noteholder's attorney duly authorised in writing, with such
          signature guaranteed by an "eligible guarantor institution" meeting
          the requirements of the Note Registrar which requirements include
          membership or participation of Securities Transfer Agents Medallion
          Program (STAMP) or such other "signature guarantee program" as may be
          determined by the Note Registrar in addition to, or in substitution
          for, Stamp, all in accordance with the Exchange Act, and (ii)
          accompanied by such other documents as the Note Registrar may require.
          Every Class A-2 Note presented or surrendered for registration of
          transfer or exchange shall be (i) duly endorsed by, or be accompanied
          by a written instrument of transfer in a form satisfactory to the Note
          Registrar duly executed by, the Class A-2 Noteholder thereof or such
          Class A-2 Noteholder's attorney duly authorised in writing, and (ii)
          accompanied by such other documents as the Note Registrar may require.

     (e)  No service charge shall be made to an Offshore Noteholder for any
          registration of transfer or exchange of Offshore 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 Offshore Notes.



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     (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 Offshore Notes selected for redemption or of
          any Offshore Note for a period of 30 days preceding the due date for
          any payment with respect to the Offshore Note.

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

     Each of the Manager and the Trustee covenants with the Note Trustee that it
     will comply with and perform and observe all provisions of the Transaction
     Documents which are expressed to be binding on it for the benefit of the
     Note Trustee or any Offshore Noteholder. The Transaction Documents to which
     the Trustee and the Note Trustee are a party and the relevant Conditions
     shall be binding on the Trustee, the Note Trustee and the Offshore
     Noteholders). The Note Trustee (or the Offshore Noteholders, under clause
     6.5, as the case may be) is entitled to enforce the obligations of the
     Trustee under the Offshore Notes and the relevant Conditions as if the same
     were set out and contained in this deed (which shall be read and construed
     as one document with the Notes). The provisions contained in Schedule 3 and
     Schedule 5 shall have effect as if set out in this deed.

5. CANCELLATION OF OFFSHORE NOTES
--------------------------------------------------------------------------------

5.1  CANCELLATION OF OFFSHORE NOTES

     The Trustee shall procure that all Offshore 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 the relevant 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
          Offshore Notes and of their redemption, payment, exchange or
          cancellation (as the case may be) and of all replacement Offshore
          Notes issued in substitution for lost, stolen, mutilated, defaced or
          destroyed Definitive Notes; and

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



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

6.1  ACTIONS FOLLOWING EVENT OF DEFAULT

     (a)  At any time while an Event of Default is subsisting the Note Trustee
          may (subject to the Security Trust Deed, to clauses 6.4 and 7, and to
          the relevant Conditions 9 and 10) at its discretion, and must, if so
          directed or requested under clause 7.1, without further notice take
          any action available to it to direct the Security Trustee to:

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

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

          (iii) enforce repayment of the Offshore Notes together with accrued
               interest and any other moneys payable to the Note Trustee, the
               Offshore 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 Offshore Notes or this
     deed, proof that as regards any Offshore Note, the Trustee has not paid any
     principal or interest due in respect of that Offshore Note shall (unless
     the contrary is proved) be sufficient evidence that the Trustee has not
     paid that principal or interest on all other Offshore Notes in respect of
     which the relevant payment is then due.

6.3  OVERDUE INTEREST

     The rates of interest payable in respect of any Offshore 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 Offshore Note became due and repayable in
     accordance with the provisions of the relevant Condition 4 except that no
     notices need be given to Offshore Noteholders, in relation to that
     interest.

6.4  RESTRICTIONS ON ENFORCEMENT

     (a)  If any of the Offshore Notes remain outstanding and are due and
          payable otherwise than by reason of a default in payment of any amount
          due on any Offshore 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:

          (i)  the Note Trustee is of the opinion, reached after considering at
               any time the advice of a merchant bank or other financial adviser
               selected by the Note Trustee in its sole and absolute discretion
               (the cost of such advice shall be an Expense payable to the Note
               Trustee), that a sufficient amount would be realised to discharge
               in full all amounts owing to the Offshore Noteholders and any
               other amounts payable by the Trustee ranking in priority to or
               pari passu with the Offshore Notes; or



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

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

6.5  ACTION BY OFFSHORE 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 Offshore Noteholders may proceed directly
     against the Trustee but then only if and to the extent the Offshore
     Noteholders are able to do so under the Transaction Documents and
     Australian law.

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

7.1  ACTING ONLY ON DIRECTION

     (a)  The Note Trustee may 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
          Offshore Notes.

     (b)  Subject to the Note Trustee being 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, the Note Trustee:

          (i)  shall only be bound to undertake any of the acts contemplated in
               paragraph (a) if it is directed to do so in writing by the
               holders of at least 75% of the aggregate Invested Amount (or such
               higher percentage as may be required by the TIA) of either all
               the Offshore Notes, all the Class A-1 Notes or all the Class A-2
               Notes, as appropriate; and



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          (ii) shall, if an Extraordinary Resolution of Voting Mortgagees elects
               not to direct the Security Trustee to enforce the Security Trust
               Deed in circumstances where the Security Trustee could enforce
               the Security Trust Deed, at the direction of either the Offshore
               Noteholders, the Class A-1 Noteholders or the Class A-2
               Noteholders in accordance with paragraph (b)(i), direct the
               Security Trustee to enforce the Security Trust Deed on behalf of
               the Offshore Noteholders, the Class A-1 Noteholders or the Class
               A-2 Noteholders (as the case may be).

     (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 relevant Offshore 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 Offshore Noteholder is entitled
     to proceed directly against the Trustee to enforce the performance of any
     of the provisions of the Security Trust Deed, the Offshore 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 Offshore Noteholders may proceed directly against the
     Trustee but then only if and to the extent the Note Trustee and/or the
     Offshore Noteholders are able to do so under the Transaction Documents and
     Australian law. The Security Trustee shall comply with all directions given
     to it by the Note Trustee pursuant to any power to give directions granted
     to the Note Trustee pursuant to this deed or to the Security Trust Deed
     provided that the Security Trustee has the power under the Security Trust
     Deed to take the action contemplated by the direction, and the Security
     Trustee shall not be liable for any direct and indirect costs, expenses,
     losses, damages, liabilities or actions arising or resulting from any
     action or conduct undertaken or not taken by the Security Trustee or its
     officers, employees or agents including as a consequence of following those
     directions.

7.3  NOTE TRUSTEE ALONE ENTITLED TO ACT

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

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

     (b)  enforce the provisions of this deed, the Offshore Notes (including the
          Conditions),

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



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7.4  AVAILABLE AMOUNTS

     For the purpose of Condition 5 of each Class of Offshore Notes, 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, Aa3 by Moody's or AA- by Fitch Ratings or whose short term
          unsecured and unguaranteed debt securities are rated A-1+ by S&P, P-1
          by Moody's or F1+ by Fitch Ratings, 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 LIABILITY

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

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

     The Principal Paying Agent shall give notice to the relevant Offshore
     Noteholders in accordance with the relevant Condition 12 of the day fixed
     for any payment to them of amounts received by the Note Trustee under
     clause 16 of the Security Trust Deed. Those payments may be made in
     accordance with the relevant Condition 6 as appropriate (in the case of
     Definitive Notes) or to an account designated by the nominee of the
     relevant Clearing Agency in the name of such nominee by wire transfer in
     immediately available funds or to the order of the Offshore Noteholder (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 by the Note Trustee.

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

     At the direction of the Manager, the Note Trustee must invest any moneys
     held by the Note Trustee under the Note Trust in such Authorised
     Investments as the Manager may specify from time to time and the Note
     Trustee shall not be responsible for any loss due to depreciation in value
     or otherwise resulting from any Authorised Investments made by it in
     compliance with any such direction. The Manager must not direct the Note
     Trustee to make any investment that could have an adverse effect on the 50%
     risk weighting attributed to the Class A-2 Notes by the Bank of England and
     the Note



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     Trustee need only account for interest on money held on deposit with itself
     equal to the highest rate payable by it to an independent depositor in
     respect of comparable deposits.

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

     In the case of Definitive Notes, on any payment of amounts received by the
     Note Trustee in accordance with the Supplementary Terms Notice, the
     relevant Condition or 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 a Paying Agent by or through whom such payment is
     made and the Note Trustee shall, or shall cause that 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.

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

     Each of the Trustee and the Manager undertakes to the Note Trustee, on
     behalf of the Offshore Noteholders, as follows in relation to the Trust for
     so long as any of the Offshore 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 Offshore Noteholders.

     (d)  (NOTIFY EVENTS OF DEFAULT)

          (i)  It will promptly notify the Note Trustee in writing if it has
               knowledge or notice of or is aware of the occurrence of an Event
               of Default, Trustee's Default, 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).



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          (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 in writing, 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:

          (i)  in the Borough of Manhattan, The City of New York an office or
               agency where Class A-1 Notes may be surrendered for registration
               of transfer or exchange, and where notices and demands to or upon
               the Trustee in respect of the Class A-1 Notes and this deed may
               be served and the Trustee initially appoints the Principal Paying
               Agent acting through its office at 101 Barclay Street, Floor 21
               West, New York, NY 10286 for this purpose; and

          (ii) in London, United Kingdom, an office or agency where Class A-2
               Notes may be surrendered for registration of transfer or
               exchange, and where notices and demands to or upon the Trustee in
               respect of the Class A-2 Notes and this deed may be served and
               the Trustee initially appoints the Principal Paying Agent acting
               through its office at 48th Floor, 1 Canada Square, London E14
               5AL, United Kingdom for this purpose.

          The Trustee hereby initially appoints the Principal Paying Agent to
          serve as its agent for the purposes of the surrender of Class A-1
          Notes and Class A-2 Notes for registration of transfer or exchange.
          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 Manager on behalf of the Trustee shall fail
          to maintain any such office or agency or shall fail to furnish the
          Note Trustee with the address thereof, such notices and demands may be
          made or served at the Corporate Trust Office. The Trustee hereby
          appoints the Note Trustee as its agent to receive all such notices and
          demands to be served at the Corporate Trust Office. Each of the
          Principal Paying Agent and the Note Trustee shall, in respect of its
          appointment under this sub-paragraph (e), 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. The Manager
          shall procure that the Trustee maintains the appointment of, if
          European Council Directive 2003/48/EC or any other directive
          implementing the conclusions of the ECOFIN Council Meeting of 26-27
          November 2000 is brought into force, a Paying Agent in a member state
          of the European Union that will not be obliged to withhold or deduct
          tax pursuant to any such directive or any law implementing or
          complying with, or introduced to conform with, such directive (an EU
          TAX DIRECTIVE PAYING AGENT).

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



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          (i)  obtain and maintain the listing of the Class A-2 Notes on the
               Irish Stock Exchange (including compliance with the continuing
               obligations applicable to the Trustee by virtue of the admission
               of the Class A-2 Notes to the Irish Stock Exchange) or, if it is
               unable to do so having used best endeavours, use best endeavours
               to obtain and maintain a quotation or listing of the Class A-2
               Notes on any other stock exchange or exchanges or securities
               market or markets as the Manager (with the prior written approval
               of the Note Trustee, that approval not to be unreasonably
               withheld or delayed) decides and following that quotation or
               listing enter into a deed supplemental to this deed to effect
               such consequential amendments to this deed necessary to comply
               with the requirements of any such stock exchange or securities
               market; and

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

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

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

     (i)  (IRISH PAYING AGENT) It will procure that, so long as the Class A-2
          Notes are listed on the Irish Stock Exchange, there will at all times
          be a Paying Agent with a specified office in the Republic of Ireland
          for so long as it is necessary to do so to comply with the Irish Stock
          Exchange listing requirements.

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

          (i)  any appointment, resignation or removal of any Paying Agent
               (other than the appointment of the initial Principal Paying Agent
               and the Irish 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).

     (k)  (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
          Offshore Noteholders in accordance with the relevant Condition 12.

     (l)  (ANNUAL STATEMENT AS TO COMPLIANCE) The Trustee (or the Manager on its
          behalf) will deliver to the Note Trustee, within 90 days after the end
          of each fiscal year of the Trust (commencing on 30 September 2005),
          and otherwise in compliance with the requirements of section 314(a)(4)
          of the TIA, an Officer's Certificate stating that:



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

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

          For the purposes of this clause 11(l) compliance shall be determined
          without regard to any period of grace or requirement of notice under
          the Transaction Documents.

     (m)  (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 the 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 90 days after the end of each fiscal year commencing on 30
          September 2005 the Trustee (or the Manager on its behalf) shall
          furnish to the Note Trustee an Opinion of Counsel (who may be the
          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.

     (n)  (NOTEHOLDER REPORT)

          (i)  The Trustee (or the Manager on its behalf) shall deliver to the
               Principal Paying Agent and the Note Trustee on each Determination
               Date the Noteholders Report for the related Collection Period,
               with written instructions for the Note Trustee and the Principal
               Paying Agent to forward the Noteholder Report to each Offshore
               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 the
     Manager from time to time and at the times specified in the Supplementary
     Terms Notice.



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12.2 ADDITIONAL REMUNERATION

     If the Note Trustee undertakes any of the acts contemplated in clause 7.1
     or it undertakes duties which it considers expedient or necessary under
     this deed, or which the Trustee requests it to undertake and which duties
     the Note Trustee, the Manager and the Trustee agree to be of an exceptional
     nature or otherwise outside the scope of the normal duties of the Note
     Trustee under this deed, the Trustee shall pay to the Note Trustee any
     additional remuneration as they agree.

     In the event that the Note Trustee, the Manager and the Trustee fail 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 New
     South 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 costs, charges, liabilities and expenses and any stamp
          and other Taxes or duties properly incurred or paid by the Note
          Trustee (or the Offshore Noteholders acting under clause 6.5 (as the
          case may be)) in connection with properly undertaking its duties under
          the Transaction Documents (including the fees and expenses of its
          counsel) and in connection with any legal proceedings brought by the
          Note Trustee (or the Offshore Noteholders acting under clause 6.5 (as
          the case may be)) to enforce any obligation under this deed the
          Offshore Notes.

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

12.4 OVERDUE RATE

     All sums payable by the Trustee under clauses 12 and 34.8 shall survive
     termination of this deed and the resignation or removal of the Note Trustee
     and 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 (in the case of
     sums payable in US$), EURIBOR (in the case of sums payable in Euros) and
     the Three Month Bank Bill Rate (in the case of sums payable in A$) (as
     applicable) 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.



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12.5 CONTINUING OBLIGATION

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

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

13.1 PREFERENTIAL COLLECTION OF CLAIMS AGAINST TRUSTEE

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

13.2 DUTIES OF NOTE TRUSTEE

     (a)  If an Event of Default has occurred and is subsisting, and a
          Responsible Officer of the Note Trustee has received written notice of
          such from the Trustee and the Manager, 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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13.3 RIGHTS AND LIMITED RESPONSIBILITIES OF NOTE TRUSTEE

     By way of supplement to any Statute regulating the Note Trust and in
     addition to the powers and protections which may from time to time be
     vested or available to the Note Trustee by general law, and subject to
     clause 14, it is expressly declared as follows.

     (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
          representations as to the validity or adequacy of this deed (other
          than in relation to its own execution of this deed) or the Offshore
          Notes, shall not be accountable for the Trustee's use of the proceeds
          from the Offshore 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 Offshore Notes or in the Offshore
          Notes.

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

     (f)  Any advice, opinion or information obtained by the Note Trustee under
          paragraph (e) may be sent or obtained by letter, telegram, telex,
          facsimile transmission, email or cable and may be conclusively relied
          on by the Note Trustee without further investigation and the Note
          Trustee shall not be liable for acting on any such advice, opinion or
          information purporting to be conveyed by any such letter, telegram,
          telex, facsimile transmission, email 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 with
          any banker or banking company or company whose business includes
          undertaking the safe custody of documents or lawyer or



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          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 or
          wilful default (in the case of the Note Trustee), 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 any clearing organisations or their operators or by any person
          on behalf of the Note Trustee if prudently chosen in accordance with
          the Transaction Documents.

     (i)  The Note Trustee shall not be responsible for the application of the
          proceeds of the issue of any of the Offshore 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 Offshore Notes and under this deed or, as
          the case may be, the Security Trust Deed or any other Transaction
          Document to which it is a party.

     (k)  Save as expressly otherwise provided in this deed or the Transaction
          Documents:

          (i)  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 Offshore Noteholders shall be
               conclusive and binding on the Offshore 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 Offshore Noteholders, or any of them, the Note Trustee shall
               nevertheless not be so bound unless it is first indemnified or
               accepts security 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; and

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

     (l)  The Note Trustee shall not be liable for acting upon any resolution
          purporting to have been passed at any meeting of all Offshore
          Noteholders, the Class A-1 Noteholders or the Class A-2 Noteholders
          (as the case may be) in respect of which minutes have been made and
          signed even though subsequently it may be found that there was some
          defect in the



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          constitution of the meeting or the passing of the resolution or that
          for any reason the resolution was not valid or binding upon the
          Offshore Noteholders, Class A-1 Noteholders or the Class A-2
          Noteholders (as the case may be).

     (m)  The Note Trustee shall not be liable to the Trustee or any Offshore
          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 a Clearing Agency, the Note Registrar or any Common
          Depository for any of 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 Offshore Notes.

     (n)  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.

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

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

     (q)  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 the relevant
          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
          Offshore Noteholders and may certify, in relation to the event set out
          in paragraph (a) of relevant Condition 9 in relation to any payment of
          interest on the Offshore Notes that the Trustee had, on the due date
          for payment of the amount of interest in question, sufficient cash to
          pay, in accordance with the provisions of the Supplementary Terms
          Notice or the Security Trust Deed, all interest (after payment of all
          sums which are permitted under the Supplementary Terms Notice or the
          Security Trust Deed to be paid in priority to or pari passu with them)
          and that certificate shall be conclusive and binding upon the Trustee
          and the Offshore Noteholders. The Note Trustee shall have no liability
          to the Trustee, any Offshore Noteholder or any other person in
          relation to any such certificate or in relation to



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          any delay or omission in providing such certificate. In giving any
          certificate relating to paragraph (a) of the relevant 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
          Offshore Noteholders. The Trustee shall pay the Note Trustee all
          proper costs and expenses of providing the certificate at the times
          specified in the Supplementary Terms Notice.

     (r)  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.

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

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

     (u)  The Note Trustee shall not be obliged (whether or not directed to do
          so by the Offshore Noteholders) to direct the Security Trustee to
          perfect legal title to any Purchased Receivable 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



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

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

     (w)  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 or to require any
          other person to maintain any such insurance or monitor the adequacy of
          any such insurance and shall not be responsible for any loss, expense
          or liability which may be suffered by any person as a result of the
          lack of or inadequacy of any insurance.

     (x)  The Note Trustee shall not be responsible for any loss, expense or
          liability (including, without limitation, any decline in the value or
          loss realised upon any sale or disposition made under the Security
          Trust Deed) occasioned to the Mortgaged Property or any other property
          or in respect of all or any of the moneys which may stand to the
          credit of the Collection Accounts, from time to time however caused
          (including any bank, broker, depository, warehouseman or other
          intermediary or any clearing system or its operator acting in
          accordance with or contrary to the terms of any of the Transaction
          Documents or otherwise), unless that loss is occasioned by the fraud,
          negligence or wilful default of the Note Trustee.

     (y)  The Note Trustee has no responsibility whatsoever to the Trustee or
          any Offshore 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.

     (z)  No provision of this deed requires the Note Trustee to do anything
          which may be illegal or contrary to applicable law or regulation or
          expend or risk its own funds or otherwise incur any financial
          liability in the performance of any of its duties, or in the exercise
          of any of its rights or powers, if it has grounds to believe that
          repayment of those funds or adequate indemnity against that risk or
          liability is not assured to it. Without limitation nothing contained
          in this deed imposes any obligation on the Note Trustee to make any
          further



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          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.

     (aa) 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 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



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               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 any person with 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 of the Approved Seller, the Trustee, the Servicer or
               the Manager to obtain or comply with the Transaction Documents or
               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 the
               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 Loan or any document entered into in
               connection with them whether or not similar to the above.

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

     (cc) The Note Trustee shall be entitled to call for and rely on a
          certificate or any letter of confirmation or explanation reasonably
          believed by it to be genuine, of the 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 or any letter
          of confirmation or explanation is expressly provided for under this
          deed or in respect of the rating of the Offshore 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.

     (dd) 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



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          for individual Offshore 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.

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

     (ff) 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.

     (gg) 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 or
          wilful default of the Note Trustee.

     (hh) Subject to clause 36.5, where there are any inconsistencies between
          any Statute regulating the Note Trust and the provisions of this deed,
          the provisions of this deed shall, to the extent allowed by law,
          prevail.

     (ii) Subject to clause 36.5 and to the maximum extent permitted by law, any
          duty imposed on the Note Trustee under any Statute shall not apply to
          the Note Trustee unless and only to the extent that the relevant duty
          is expressly stated as applying to the Note Trustee in this deed.

13.4 NOTICE OF DEFAULTS

     (a)  If an Event of Default occurs and is subsisting and the Note Trustee
          has received notice of that Event of Default from the Trustee and the
          Manager, the Note Trustee shall mail to each Offshore Noteholder
          notice of the Event of Default within 90 days after receipt of such
          notice.

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



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

     (a)  Subject to paragraph (b), the Note Trustee will have no liability
          under or in connection with this deed or any other Transaction
          Document (whether to the Offshore Noteholders, the Trustee, the
          Manager or any other person) other than to the extent to which the
          liability is able to be satisfied out of the assets of the Note Trust
          from which the Note Trustee is actually indemnified for the liability.

     (b)  The limitation in paragraph (a) will not apply to a liability of the
          Note Trustee to the extent that it is not satisfied because, under
          this deed or by operation of law, there is a reduction in the extent
          of the Note Trustee's indemnification as a result of the Note
          Trustee's fraud, negligence or wilful default. Nothing in this clause
          or any similar provision in any other Transaction Document limits or
          adversely affects the rights of the Note Trustee.

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 Offshore
          Noteholders think fit.

     (b)  If the Note Trustee exercises reasonable care in the selection of a
          delegate under paragraph (a), the Note Trustee shall not be required
          to supervise the actions of the delegate and shall, providing the Note
          Trustee and the delegate are not Related Bodies Corporate, not in any
          way be responsible for any loss incurred by reason of any fraud,
          negligence, 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.

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

     The Note Trustee may in the conduct of the Note Trust, instead of acting
     personally employ and pay an agent, whether being a lawyer or other
     professional person, to transact or concur in transacting any business and
     to do or concur in doing all acts required to be done in connection with
     the Note Trust. If the Note Trustee exercises reasonable care in the
     selection of that agent, the Note Trustee shall not be required to
     supervise the actions of the agent and shall not in any way be responsible
     for any loss incurred by reason of any fraud, negligence, misconduct or
     default on the part of that agent.

     Any Note Trustee or the agent of the Note Trustee which is a banker,
     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 Note Trust 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 including matters which might or should have been attended to in
     person



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     by a trustee not being a banker, lawyer, accountant, broker or other
     professional. 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 Note Trustee is by reason of its or their fiduciary position in
     any way precluded from entering into or being interested in any contract or
     financial or other transaction or arrangement with the Trustee or any other
     party to any of the Transaction Documents or any person or body corporate
     associated with the Trustee including any contract, transaction or
     arrangement of a banking or insurance nature or any contract, transaction
     or arrangement in relation to the making of loans or the provision of
     financial facilities to or the purchase, placing or underwriting of or
     subscribing or procuring subscriptions for or otherwise acquiring holding
     or dealing with the Offshore Notes or any of them, or any other bonds,
     stocks, shares, debenture stock, debentures, notes or other securities of
     the Trustee or any other party to any of the Transaction Documents or any
     related person or body corporate or from accepting or holding the
     trusteeship of any other trust deed constituting or securing any other
     securities issued by or relating to the Trustee or any other party to any
     of the Transaction Documents or any related person or body corporate or any
     other office of profit under the Trustee or any other party to any of the
     Transaction Documents or any related person or body corporate and shall be
     entitled to retain and shall not be in any way liable to account for any
     profit made or share of brokerage or commission or remuneration or other
     benefit received by them or in connection with any of those arrangements.

18.  WAIVER
--------------------------------------------------------------------------------

     (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 Offshore Noteholders are not materially
          prejudiced), waive or authorise on any terms and subject to any
          conditions as it sees fit and proper:

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

          (iii) any express direction given in writing by holders of Offshore
               Notes representing at least 75% of the aggregate Invested Amount
               of the Offshore Notes;



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          (iv) a request made by the Offshore Noteholders in accordance with the
               relevant Condition 10; or

          (v)  clauses 36.4 or 37.2 of this deed,

          and shall at all times act in accordance with the requirements of the
          TIA.

          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 Offshore Noteholders and if, but only if, the Note
          Trustee so requires, shall be notified by the Trustee to the Offshore
          Noteholders in accordance with the relevant Condition 12 as soon as
          practicable.

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

19.1 APPROVAL

     The Note Trustee, the Manager and the Trustee may, following giving notice
     to each Designated Rating Agency, by way of supplemental deed alter, add to
     or modify this deed (including this clause 19), the Conditions (subject to
     the relevant Condition 13) and this clause or any Transaction Document so
     long as that alteration, addition or modification is:

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

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

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

     (d)  in the opinion of the Note Trustee not materially prejudicial to the
          interests of the Offshore Noteholders as a whole or any Class of
          Offshore Noteholder,

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

     For the avoidance of doubt, the Note Trustee shall be entitled to rely
     conclusively on, and shall not be liable to any person for such reliance
     on, an Opinion of Counsel in connection with any alteration, addition or
     modification under sub-paragraphs (b) to (d) (inclusive) above.



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19.2 EXTRAORDINARY RESOLUTION OF OFFSHORE NOTEHOLDERS

     Subject to clause 37.2, 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 Offshore Noteholders as a whole or any Class of Offshore
     Noteholders, the Note Trustee, the Manager and the Trustee may make that
     alteration, addition or modification (subject to the TIA (if applicable))
     only if sanctioned in writing by holders of at least 75% of the aggregate
     Invested Amount of the Offshore Notes (an EXTRAORDINARY RESOLUTION).

19.3 DISTRIBUTION OF AMENDMENTS

     The Manager shall distribute to all Offshore Noteholders and each
     Designated Rating Agency a copy of any amendments made under clause 19.1 or
     19.2 under relevant 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 Offshore Noteholders.

19.5 CONFORMITY WITH TIA

     Every amendment of this deed executed pursuant to this clause 19 which
     affects the Class A-1 Notes or the Class A-1 Noteholders shall conform to
     the requirements of the TIA as then in effect so long as this deed shall
     then be qualified under the TIA.

20.  OFFSHORE 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 to
          the contrary 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 Offshore 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 relevant Clearing Agency as the holder of any Offshore
          Note as the absolute owner of that Offshore 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.
          Without limitation, notices to Offshore Noteholders may be given by:

          (i)  in the case of the Class A-1 Noteholders, delivery of the
               relevant notice to the relevant Clearing Agency for the Class A-1
               Notes as the holder of the relevant



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               Class A-1 Notes for communication by them to entitled account
               holders in substitution for publication as required by the
               relevant Conditions;

          (ii) in the case of the Class A-2 Noteholders, delivery of the
               relevant notice to Euroclear or Clearstream, Luxembourg for
               communication by them to entitled account holders in substitution
               for publication as required by the relevant Conditions; or

          (iii) in the case of the Class A-2 Noteholders, for so long as Class
               A-2 Notes are listed on the Irish Stock Exchange and the Irish
               Stock Exchange so requires, delivery of the relevant notice to
               the Company Announcements Office of the Irish Stock Exchange.

     (c)  Provided the Trustee pays the relevant Noteholder in accordance with
          the Transaction Documents, such Noteholder shall have no claim
          directly against the Trustee, the Note Trustee or the Principal Paying
          Agent in respect of payment due on the Offshore Notes for so long as
          the Offshore 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.

     (d)  All payments made to any person treated as the owner of an Offshore
          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 that Offshore
          Note.

     (e)  Any instalment of interest or principal, payable on any Offshore 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 Offshore Note is registered on
          the Record Date, by cheque mailed first-class, postage prepaid, to
          such person's address as it appears on the Note Register on such
          Record Date, except that, unless Definitive Notes have been issued
          pursuant to clause 3.3 or clause 3.4, with respect to Offshore Notes
          registered on the Record Date in the name of the nominee of the
          Clearing Agency (initially, such nominee to be the Common Depository),
          payment will be made by wire transfer in immediately available funds
          to the account designated by such nominee and except for the final
          instalment of principal payable with respect to such Offshore Note on
          a Payment Date or Maturity Date (and except for the redemption for any
          Offshore Note called for redemption pursuant to the relevant Condition
          5 which shall be payable as provided in paragraph (f).

     (f)  The principal of each Offshore Note shall be payable on each Payment
          Date and the Final Maturity Date as set forth in the relevant
          Conditions. The Principal Paying Agent shall notify the person in
          whose name an Offshore Note is registered at the close of business on
          the Record Date preceding the Payment Date, of the date on which the
          Trustee expects that the final instalment of principal and interest on
          such Offshore 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 Offshore Note and shall specify the
          place where such Offshore Note may be presented



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          and surrendered for payment of such instalment. Notices in connection
          with redemptions of Offshore Notes shall be mailed to Offshore
          Noteholders as provided in clause 26.1.

20.2 CLEARING AGENCY CERTIFICATE

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

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

     Subject to this deed including clause 29, the Trustee indemnifies the Note
     Trustee, the Offshore 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$ or Euro amount due to the Note
          Trustee or the relevant Offshore Noteholders under this deed or the
          relevant Offshore 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$ or Euros, and under which
          the Note Trustee or the Offshore Noteholders do not have an option to
          have that judgment or order expressed in US$ or Euros (as the case may
          be), 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$ or non-Euro (as the
               case may be) currency equivalent of the US$ or Euro (as the case
               may be) amounts due or contingently due under this deed (other
               than this clause) or in respect of the relevant Offshore 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$ or Euros (as the case may be).

          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 Offshore Notes and
          apply irrespective of any time or indulgence granted by the Note
          Trustee or the Offshore 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 Offshore Notes. Any



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          deficiency will constitute a loss suffered by the Offshore 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 by an
     Extraordinary Resolution of the Offshore Noteholders. One or more persons
     may hold office as Note Trustee or Note Trustees but that Note Trustee or
     those Note Trustees must be or include a Trust Corporation. Whenever there
     are more than two Note Trustees 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 Offshore Noteholders;

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

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

     (b)  Subject to the provisions of this deed, a person appointed under
          paragraph (a) has all trusts, rights, 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.

     (c)  Subject to this deed, all trusts, rights, powers, authorities,
          discretions, 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 a person appointed under paragraph (a) jointly
          (it being understood that such separate Note Trustee or co-Note
          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 trusts, rights, powers, authorities,
          discretions, duties and obligations shall be exercised and performed
          solely by such separate Note Trustee or co-Note Trustee, but solely at
          the direction of the Note Trustee.



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     (d)  The Note Trustee may remove or accept the resignation or retirement of
          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, which shall be
          reimbursed by the Trustee under clause 12.

22.3 NOTICE

     (a)  The Trustee shall notify the Principal Paying Agent of any appointment
          of a new Note Trustee or any retirement or resignation 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 the relevant Condition 12.

     (b)  The Note Trustee shall notify each Designated Rating Agency and the
          Offshore Noteholders 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 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 OFFSHORE NOTEHOLDERS

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



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23.3 RESIGNATION

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

     (b)  Notwithstanding paragraph (a), the Note Trustee shall not resign its
          appointment under this deed until a successor Note Trustee meeting the
          requirements set forth in clause 23.4 has been appointed and has
          accepted its appointment as Note Trustee under this deed as provided
          in clause 23.5.

     (c)  Subject to this deed, if a successor Note Trustee has not accepted its
          appointment within 30 days after:

          (i)  the Note Trustee has given notice of its resignation in
               accordance with paragraph (a); or

          (ii) the removal of the Note Trustee under clause 23.1 or 23.2,

          the Note Trustee may petition (the cost of which shall be an Expense
          of the Trust) any court of competent jurisdiction for the appointment
          of a successor Note Trustee.

23.4 TRUST CORPORATION

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

23.5 SUCCESSOR TO NOTE TRUSTEE

     (a)  On the execution by the Trustee, the 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;



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          (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 Offshore
          Noteholders may elect a Note Trustee from among the holders of the
          Offshore Notes.

23.6 ELIGIBILITY; DISQUALIFICATION

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

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

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

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

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



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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)  subject to paragraph (d), will be taken to be duly given or made:

          (i)  (in the case of delivery in person or by post) when delivered,
               received or left at the address of the recipient shown in clause
               26.2 or to any other address which may have been notified to the
               sender under this clause 26; and

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

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

          but if delivery or receipt is on a day on which business is not
          generally carried on in the place to which the communication is sent
          or is later than 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, facsimile and telex under
          this clause 26.1.

     (d)  For the purposes of paragraph (c), all notices, requests, demands,
          consents, approvals, agreements or other communications to the Note
          Trustee, Principal Paying Agent, Note Registrar or the Calculation
          Agent must be given or made by facsimile transmission.

26.2 DETAILS

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

     THE TRUSTEE

     PERPETUAL TRUSTEES CONSOLIDATED LIMITED

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

     Tel:       612 9229 9000
     Fax:       612 9221 7870

     Attention: Manager, Securitisation



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     THE MANAGER

     CRUSADE MANAGEMENT LIMITED

     Level 11
     55 Market Street
     SYDNEY NSW 2000
     AUSTRALIA

     Tel:       612 9320 5605
     Fax:       612 9320 5586

     Attention: Executive Manager, Securitisation

     THE PRINCIPAL PAYING AGENT

     THE BANK OF NEW YORK

     IN RELATION TO THE CLASS A-1 NOTES, CLASS A-1 NOTEHOLDERS AND CLASS A-1
     NOTE OWNERS:

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

     Telex:     Not applicable
     Fax:       +1 212 815 5802/5803
     Attention: Global Trust Services

     IN RELATION TO THE CLASS A-2 NOTES, CLASS A-2 NOTEHOLDERS AND CLASS A-2
     NOTE OWNERS:

     48th Floor, 1 Canada Square, London E14 5AL, United Kingdom

     Telex:     Not applicable
     Fax:       +44 2079646399
     Attention: Global Trust Services

     THE CALCULATION AGENT

     THE BANK OF NEW YORK

     48th Floor, 1 Canada Square, London E14 5AL, United Kingdom

     Telex:     Not applicable
     Fax:       +44 2079646399
     Attention: Global Trust Services

     THE NOTE TRUSTEE

     THE BANK OF NEW YORK

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



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     Telex:     Not applicable
     Fax:       +1 212 815 5802/5803
     Attention: Global Trust Services

     THE SECURITY TRUSTEE

     P.T. LIMITED

     Level 7
     9 Castlereagh Street,
     SYDNEY, NSW 2000

     Tel:       612 9229 9000
     Fax:       612 9221 7870

     Attention: Manager, Securitisation

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

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

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

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

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

29.1 GENERAL

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

29.2 LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT TO INDEMNITY

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



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          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, the Note Registrar and the provider of any Support
          Facility.

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

29.3 UNRESTRICTED REMEDIES

     Nothing in clause 29.2 or 29.4 limits any party in:

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

     (b)  obtaining declaratory relief; or

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

29.4 RESTRICTED REMEDIES

     Except as provided in clause 29.3, no party shall:



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

     (b)  (STATUTORY DEMAND) issue any demand under section 459E(1) of the
          Corporations Act 2001 (Cth) (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 each party waives its rights
     to make those applications and take those proceedings.

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

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

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

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

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

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

     (a)  any decline in the value or loss realised upon any sale or other
          dispositions made under the Security Trust Deed of any Mortgaged
          Property or any other property charged to the Security Trustee by any
          other person in respect of or relating to the 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 in value directly or indirectly arising from the Note
          Trustee acting or failing to act as a consequence of an opinion
          reached by it; or



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     (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, or wilful default of the Note Trustee.

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

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

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

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

34.1 RELIANCE ON CERTIFICATE

     (a)  The Note Trustee shall be entitled to call for and rely on a
          certificate or any letter of confirmation or explanation reasonably
          believed by it to be genuine, of the Trustee, the Manager, any Paying
          Agent, the Calculation Agent or any Designated Rating Agency in
          respect of every manner and circumstance for which a certificate or
          any letter of confirmation or explanation is expressly provided for
          under this deed or in respect of the rating of any of the Offshore
          Notes or the relevant Conditions and the Note Trustee is not bound in
          any such case to call for further evidence.

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

     (c)  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



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          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 Note Trust are actually aware to the
          contrary.

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

34.3 COMPLIANCE WITH LAWS

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

34.4 RELIANCE ON EXPERTS

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

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
     judgement, forgetfulness or want of prudence on the part of any person or



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     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 or wilful
     default, provided that nothing in this deed or any other Transaction
     Document imposes any obligations on the Note Trustee to review or supervise
     the performance by any other party of its obligations.

34.6 POWERS, AUTHORITIES AND DISCRETIONS

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

34.7 IMPOSSIBILITY OR IMPRACTICABILITY

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

34.8 LEGAL AND OTHER PROCEEDINGS

     (a)  (INDEMNITY FOR LEGAL COSTS) The Note Trustee or the Offshore
          Noteholders acting under clause 6.5 (as the case may be) (each an
          INDEMNIFIED PARTY) shall be indemnified by the Trustee (subject to
          clause 29) for all legal costs and disbursements on a full indemnity
          basis and all other costs, 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 in relation to the
          matters referred to in paragraph (i) or (ii) only, the Indemnified
          Party shall only be so indemnified by the Trustee if:

          (iv) the basis upon which any of those costs, disbursements, outgoings
               and expenses will be incurred has been approved in advance by the
               written consent of the holders of at least 75% of the aggregate
               Invested Amount of the Offshore 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



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          incurred in defending any action, suit, proceeding or dispute in which
          fraud, negligence or wilful default is alleged or claimed against it,
          but on the same being proved, accepted or admitted by it, it shall
          immediately repay to the 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 or wilful default on
     the Note Trustee's part or on the part of any of its officers or employees,
     or any agents or delegate, sub-agent, sub-delegate employed by the Note
     Trustee in accordance with this deed (and where this deed provides that the
     Note Trustee is liable for the acts or omissions of any such person) to
     carry out any transactions contemplated by this deed, the Note Trustee
     shall not be liable for any losses, costs, liabilities or claims arising
     from the failure to pay moneys on the due date for payment to any Offshore
     Noteholder or any other person or for any loss howsoever caused in respect
     of any of the Trust or to any Offshore Noteholder or other person.

     The Note Trustee is not obliged to take any action under this deed unless
     it 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 it may incur in doing so, to the extent
     permitted by law.

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 or wilful
          default;

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

          (i)  any Offshore 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 or
          wilful default of the Note Trustee, or any of its officers or
          employees, or an agent or delegate employed by the Note Trustee in
          accordance with this deed to carry out any transactions contemplated
          by this deed;

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



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

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

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

     (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 or wilful default 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)  (NO CONFLICT) Nothing in this deed shall prevent the Note Trustee
          (subject to clause 13.1 and section 311 of the TIA), the Trustee, the
          Manager, the Security Trustee or any Related Corporation or Associate
          of any of them or their directors or other officers (each a RELEVANT
          PERSON) from:

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

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

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



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

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

     (c)  (FIDUCIARY RELATIONSHIP) A Relevant Person shall not by reason of any
          fiduciary relationship be in any way precluded from making any
          contracts or entering into any transactions with any such person in
          the ordinary course of 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. A Relevant
          Person shall not be accountable to any Offshore 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 Offshore
     Noteholder) with any credit or other information concerning the affairs,
     financial condition or business of the Trust.

34.13 INVESTIGATION BY NOTE TRUSTEE

     Each Noteholder acknowledges that:

     (a)  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; and

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

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 Offshore Noteholders as of the Record Date
          immediately preceding that Notice Date; and



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     (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 Offshore 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 Offshore 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 Offshore Noteholders received by the Note
          Trustee in its capacity as Note Registrar. The Trustee may destroy any
          list furnished to it as provided in such clause 35.1 upon receipt of a
          new list so furnished.

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

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

35.3 REPORTS BY NOTE TRUSTEE

     If required by section 313(a) of the TIA, within 60 days after each 30
     June, beginning with 30 June 2005, the Note Trustee shall mail to each
     Class A-1 Noteholder, the Trustee and the Manager as required by section
     313(c) of the TIA a brief report dated as of such date that complies with
     section 313(a) of the TIA. The Note Trustee also shall comply with section
     313(b) of the TIA. A copy of each report at the time of its mailing to
     Class A-1 Noteholders shall be filed by the Note Trustee with the
     Commission and each stock exchange, if any, on or by which the Class A-1
     Notes are then listed. The Manager on behalf of the Trustee shall notify
     the Note Trustee in writing if and when the Class A-1 Notes are listed on
     or by any stock exchange.

35.4 NOTICES TO CLASS A-1 NOTEHOLDERS; WAIVER

     Where this deed provides for notice to Class A-1 Noteholders of any event,
     such notice shall be sufficiently given (unless otherwise herein expressly
     provided) if in writing and mailed, first-class, postage prepaid to each
     Class A-1 Noteholder affected by such event, at his or her address as it
     appears on the Note Register, not later than the latest date, and not
     earlier than the earliest date, prescribed for the giving of such notice.
     In any case where notice to Class A-1 Noteholders is given by mail, neither
     the failure to mail such notice nor any defect in any notice so mailed to
     any particular Class A-1 Noteholder shall affect the sufficiency of such
     notice with respect to other Class A-1 Noteholders, and any notice that is
     mailed in the manner herein provided shall conclusively be presumed to have
     been duly given.



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     Where this deed provides for notice in any manner, such notice may be
     waived in writing by any person entitled to receive such notice, either
     before or after the event, and such waiver shall be the equivalent of such
     notice. Waivers of notice by Class A-1 Noteholders shall be filed with the
     Note Trustee but such filing shall not be a condition precedent to the
     validity of any action taken in reliance upon such a waiver.

     In case, by reason of the suspension of regular mail services as a result
     of a strike, work stoppage or similar activity, it shall be impractical to
     mail notice of any event to Class A-1 Noteholders when such notice is
     required to be given pursuant to any provision of this deed, then any
     manner of giving such notice as the Manager on behalf of the Trustee shall
     direct the Note Trustee shall be deemed to be a sufficient giving of such
     notice.

35.5 REPORTS BY TRUSTEE

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

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

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

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

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

36.1 COMPLIANCE CERTIFICATES AND OPINIONS, ETC

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

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

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



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          (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 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 or the Euro 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:



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

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

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

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

36.2 UNDERTAKING FOR COSTS

     (a)  Subject to paragraph (b), all parties to this deed agree, and each
          Offshore Noteholder by such Offshore 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 Offshore Noteholder, or group of
               Offshore Noteholders in each case holding in the aggregate more
               than 10% of the aggregate Invested Amount of the Offshore Notes;
               or

          (iii) any suit instituted by any Offshore Noteholder for the
               enforcement of the payment of principal or interest on any
               Offshore Note on or after the respective due dates expressed in
               such Offshore Note and in this deed (or, in the case of final
               redemption of an Offshore 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 Offshore 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 Offshore Notes which the Note
          Trustee knows are so owned shall be so disregarded.



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36.4 UNCONDITIONAL RIGHTS OF OFFSHORE NOTEHOLDERS TO RECEIVE PRINCIPAL AND
     INTEREST

     Notwithstanding any other provisions in this deed, any Offshore Noteholder
     shall have the right, which is absolute and unconditional, to receive
     payment of the principal of and interest, if any, on such Offshore Note on
     or after the respective due dates thereof expressed in such Offshore Note
     or in this deed (or, in the case of final redemption of an Offshore 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 Offshore Noteholder, except to the extent that
     the institution or prosecution thereof or the entry of judgment therein
     would, under applicable law, result in the surrender, impairment, waiver,
     or loss of the Security Interest created by the Security Trust Deed upon
     any property subject to such Security Interest.

36.5 CONFLICT WITH TRUST INDENTURE ACT

     If any provision hereof limits, qualifies or conflicts with another
     provision hereof that is required to be included in this deed by any of the
     provisions of the TIA, such TIA 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 OFFSHORE 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 Offshore Noteholders under this
     deed may be taken by the holders of not less than a majority of the
     aggregate Invested Amount of the Offshore Notes.

37.2 SPECIAL WRITTEN APPROVALS

     (a)  The following matters are only capable of being effected by the
          approval in writing of all holders of the Offshore Notes, namely:

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

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

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

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

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



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

          (vi) an election to receive the Stated Amount of the Offshore Notes
               instead of the Invested Amount in the event of a call under
               clause 7.1 of the Supplementary Terms Notice; and

          (vii) alteration of this sub-paragraph.

     (b)  The Offshore Noteholders shall in addition to the powers given under
          this deed, have the following powers if approval is given by an
          Extraordinary Resolution of the Offshore Noteholders (or such higher
          percentage as may be required by the TIA):

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

          (ii) power to sanction any abrogation, modification, compromise or
               arrangement in respect of the rights of the Offshore 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 Offshore Notes or otherwise;

          (iii) power to assent to any modification of the provisions contained
               in these presents, the Offshore 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 Offshore Notes (including the
               relevant Conditions) is required to be given by, in writing by
               the holders of at least 75% of the aggregate Invested Amount of
               the Offshore Notes;

          (v)  power to approve 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
               Offshore 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 Offshore Notes;

          (viii) power to sanction any scheme or proposal for the exchange or
               sale of the Offshore Notes, as the case may be, for, or the
               conversion of the Offshore Notes, into, or the cancellation of
               the Offshore 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.



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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37.3 REQUIREMENT FOR WRITING

     Except as expressly provided elsewhere in this deed, all notices and
     consents from Offshore Noteholders and any Class A Note Owners (as the case
     may be) 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 from the
     Offshore Noteholders or Class A Note Owners (as the case may be) to the
     Principal Paying Agent, who shall deliver the foregoing to the appropriate
     Offshore Noteholders or Class A Note Owners. With respect to any
     solicitation of approval of Offshore Noteholders, the record date for
     determining Offshore Noteholders with respect to such solicitation shall be
     the date upon which the Principal Paying Agent distributes such notices or
     solicitation to the Offshore Noteholders.

37.4 NO CONFLICT BETWEEN ACTIONS OF OFFSHORE NOTEHOLDERS

     Notwithstanding any of the foregoing, the Class A-1 Noteholders and the
     Class A-2 Noteholders may take action as a Class on any matters that relate
     solely to that Class of Notes, provided that neither the Class A-1
     Noteholders nor the Class A-2 Noteholders may do anything which would
     affect the compliance of this deed with the TIA.

38.  DOCUMENTS
--------------------------------------------------------------------------------

     The Manager and the Trustee shall provide to the Note Trustee sufficient
     copies of all documents required by the relevant Conditions, this deed, the
     Prospectus or the Offering Circular to be made available by the Note
     Trustee to Offshore Noteholders for issue or inspection but only to the
     extent that such documents are in the Manager's or the Trustee's possession
     or are otherwise available to the Manager or the Trustee.

EXECUTED as a deed.

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



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

TRUSTEE

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


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


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

MANAGER

SIGNED SEALED AND DELIVERED for
CRUSADE MANAGEMENT LIMITED by its
attorney in the presence of:


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


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



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

NOTE TRUSTEE

EXECUTED for and on behalf of THE
BANK OF NEW YORK by:


-----------------------------------
Authorised Signatory


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

PRINCIPAL PAYING AGENT

EXECUTED for and on behalf of THE
BANK OF NEW YORK by:


-----------------------------------
Authorised Signatory


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



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

CALCULATION AGENT

EXECUTED for and on behalf of THE
BANK OF NEW YORK by:


-----------------------------------
Authorised Signatory


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

SECURITY TRUSTEE

SIGNED SEALED AND DELIVERED for
P.T. LIMITED by its attorney in the
presence of:


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


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



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

SCHEDULE 1

FORM OF CLASS A-1 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.

THIS CLASS A-1 BOOK-ENTRY NOTE IS A GLOBAL BOND FOR THE PURPOSES OF SECTION
128F(10) OF THE INCOME TAX ASSESSMENT ACT 1936 OF THE COMMONWEALTH OF AUSTRALIA.

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

                     PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                              (ABN 81 004 029 841)

             (a limited liability company incorporated in Australia)

      in its capacity as trustee of the Crusade Global Trust No. 1 of 2005

                                 BOOK-ENTRY NOTE

                                  representing

                                     US$[*]

            Class A-1 Mortgage Backed Floating Rate Notes Due on the
                    Final Maturity Date falling in June 2037

This Note is a Class A-1 Book-Entry Note without principal or interest in
respect of a duly authorised issue of Notes of Perpetual Trustees Consolidated
Limited in its capacity as trustee of the Crusade Global Trust No. 1 of 2005
(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 on or about [*] 2005 between (among others) the Issuer, the
Security Trustee (as defined herein), St.George Custodial Pty Limited, The Bank
of New York (the



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

note trustee for the time being referred to as the "NOTE TRUSTEE") as trustee
for the holders for the time being of the Class A-1 Notes (the "CLASS A-1
NOTEHOLDERS") and the Manager, and by the Conditions; (b) issued subject to a
Note Trust Deed dated [*] 2005 (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 [*] 2005 between the Issuer, the
Manager, 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) and the Note Trustee. References to the
Conditions (or to any particular numbered Condition) shall be to the Terms and
Conditions of the Class A-1 Notes set out in Schedule 3 to the Note Trust Deed
but with the deletion of those provisions which are applicable only to Class A-1
Notes in definitive form. Terms and expressions defined in the Note Trust Deed
and the Conditions shall, save as expressly stated otherwise, bear the same
meanings when used herein.

If the Issuer is obliged to issue Definitive Class A-1 Notes under Clause 3.3 of
the Note Trust Deed this Class A-1 Book-Entry Note will be exchangeable in whole
at the offices of the Principal Paying Agent at 101 Barclay Street, Floor 21
West, New York, New York 10286, United States of America (or such other place
outside Australia and any of its respective territories and possessions and
other areas subject to jurisdictions as the Note Trustee may agree) for
Definitive Class A-1 Notes and the Issuer shall execute and procure that the
Principal Paying Agent authenticates and delivers in full exchange for this
Class A-1 Book-Entry Note, Definitive Class A-1 Notes in aggregate principal
amount equal to the principal amount of all Class A-1 Notes represented by this
Class A-1 Book-Entry Note. The Issuer is not obliged to issue Definitive Class
A-1 Notes until 30 days after the occurrence of an event set out in clause 3.3
of the Note Trust Deed.

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

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



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

have no claim directly against the Issuer in respect of payments due on the
Class A-1 Notes which must be made by the registered holder of this Class A-1
Book-Entry Note, for so long as this Class A-1 Book-Entry Note is outstanding.

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

If the Issuer is obliged to issue Definitive Class A-1 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 Class A-1 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 Definitive Class A-1 Notes to be issued on that exchange will be in
registered form each in the denomination of US$100,000 and multiples of US$1 in
excess thereof. If the Issuer fails to meet its obligations to issue Definitive
Class A-1 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 Class A-1 Book-Entry Note.

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

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

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

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

Perpetual Trustees Consolidated Limited in its capacity as trustee of the
Crusade Global Trust No. 1 of 2005


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

IMPORTANT NOTICE:

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

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

(c)  None of St. George, any associate of St. George, Perpetual Trustees
     Consolidated Limited, the Security Trustee, the Note Trustee, the Principal
     Paying Agent, the Note Registrar, the Calculation Agent, any Paying Agent
     nor any Note Manager in any way stands behind the capital value and/or
     performance of



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

     the Class A-1 Notes or the assets of the Trust except to the limited extent
     provided in the Transaction Documents for the Trust (which, for the
     avoidance of doubt, does not apply to the Note Trustee, the Principal
     Paying Agent, the Note Registrar, any Paying Agent nor the Calculation
     Agent).

(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 Principal Paying Agent, the Note Registrar, any Paying
     Agent, the Calculation Agent, the Currency Swap Provider (as defined in the
     Supplementary Terms Notice) or any of the Note Managers (as defined in the
     Supplementary Terms Notice) guarantees the payment of interest or the
     repayment of principal due on the Class A-1 Notes.

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

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

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

                          CERTIFICATE OF AUTHENTICATION

This Class A-1 Book-Entry Note is to be authenticated by The Bank of New York
and until so authenticated shall not be valid for any purpose.

THE BANK OF NEW YORK as Principal Paying Agent



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

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.



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

SCHEDULE 2

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

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

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

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

     (c)  the Available Income;

     (d)  the Total Available Funds;

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

     (f)  the Redraw Shortfall;

     (g)  the Payment Shortfall (if any);

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

     (i)  the Principal Collections;

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

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

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

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

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

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

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

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

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

     (s)  the Liquidity Reserve as at that Determination Date.



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

SCHEDULE 3

TERMS AND CONDITIONS OF THE CLASS A-1 NOTES
--------------------------------------------------------------------------------

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

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

The issue of US$[600,000,000] Mortgage Backed Pass Through Floating Rate Class
A-1 Notes due June 2037 (the CLASS A-1 NOTES), (euro)[500,000,000] Mortgage
Backed Pass Through Floating Rate Class A-2 Notes due June 2037 (the CLASS A-2
NOTES), A$[500,000,000] Mortgage Backed Pass Through Floating Rate Class A-3
Notes due June 2037 (the CLASS A-3 NOTES, and together with the Class A-1 Notes,
and the Class A-2 Notes, the CLASS A NOTES) and A$[26,700,000] Mortgage Backed
Pass Through Floating Rate Class B Notes due June 2037 (the CLASS B NOTES) and
A$[8,600,000] Mortgaged Backed Pass Through Floating Rate Class C Notes due June
2037 (the CLASS C NOTES) (the Class B Notes, the Class C Notes and the Class A-3
Notes, together, are the A$ NOTES and the $A Notes and the Class A-1 Notes and
the Class A-2 Notes, together, are the NOTES) by Perpetual Trustees Consolidated
Limited, in its capacity as trustee of the Crusade Global Trust No. 1 of 2005
(the TRUST) (in such capacity, the ISSUER), was authorised by a resolution of
the Board of Directors of the Issuer passed on or about [*] 2005. These Notes
are (a) issued subject to a Master Trust Deed (the MASTER TRUST DEED) dated 14
March 1998 between the Issuer, Crusade Management Limited (in such capacity, the
MANAGER and, in the capacity of residual income beneficiary under the Trust, the
RESIDUAL INCOME BENEFICIARY) and St. George Bank Limited (ST. GEORGE), a
Supplementary Terms Notice (the SUPPLEMENTARY TERMS NOTICE) dated on or about
[*] 2005 between (among others) the Issuer and The Bank of New York (the note
trustee for the time being referred to as the NOTE TRUSTEE) as trustee for the
holders for the time being of the Class A-1 Notes (the CLASS A-1 NOTEHOLDERS)
and the holders of the Class A-2 Notes (the CLASS A-2 NOTEHOLDERS) (the holders
for the time being of the A$ Notes being the A$ NOTEHOLDERS and, together with
the Class A-1 Noteholders and the Class A-2 Noteholders, the NOTEHOLDERS)) and
the Manager, and these terms and conditions (the CONDITIONS); (b) in the case of
the Class A-1 Notes and the Class A-2 Notes, issued subject to a Note Trust Deed
dated on or about [*] 2005 (the NOTE TRUST DEED) between the Issuer, the Manager
and the Note Trustee; and (c) secured by a Security Trust Deed (the SECURITY
TRUST DEED dated [*] 2005 between the Issuer, the Manager, the Note Trustee and
P.T. Limited (ABN 67 004 454 666 (the security trustee for the time being
referred to as the SECURITY TRUSTEE).

The statements set out below include summaries of, and are subject to the
detailed provisions of, the Master Trust Deed, the Supplementary Terms Notice,
the Security Trust Deed and the Note Trust Deed. Certain words and expressions
used herein have the meanings defined in those documents. In accordance with an
agency agreement (the AGENCY AGREEMENT) dated on or about [*] 2005 between the
Issuer, the Manager, the



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

Note Trustee and The Bank of New York acting through its office designated from
time to time under the Agency Agreement as Principal Paying Agent (the PRINCIPAL
PAYING AGENT, which expression includes its successors as Principal Paying Agent
under the Agency Agreement) and The Bank of New York, as calculation agent (the
CALCULATION AGENT, which expression includes its successors as Calculation Agent
under the Agency Agreement), and under which further paying agents may be
appointed (together with the Principal Paying Agent, the PAYING AGENTS, which
expression includes the successors of each paying agent as such under the Agency
Agreement and any additional paying agents appointed), payments in respect of
the Class A-1 Notes will be made by the Paying Agents and the Calculation Agent
will make the determinations specified in the Agency Agreement. The Class A-1
Noteholders will be entitled (directly or indirectly) to the benefit of, will be
bound by, and will be deemed to have notice of, all the provisions of the Master
Trust Deed, the Supplementary Terms Notice, the Security Trust Deed, the Note
Trust Deed, the Agency Agreement, the Servicing Agreement dated 19 March 1998
and made between the Issuer, the Manager and St.George as servicer (together
with any substitute or successor, the SERVICER), the Custodian Agreement (the
CUSTODIAN AGREEMENT) dated 19 March 1998 and made between the Issuer, the
Manager and St.George Custodial Pty Ltd as custodian (together with any
substitute or successor, the CUSTODIAN) and the Indemnity (the INDEMNITY) dated
19 March 1998 between St.George as indemnifier (in such capacity, the
INDEMNIFIER), the Manager, the Custodian and the Issuer (together with the
agreements with respect to the Basis Swap, the Fixed-Floating Rate Swap and the
Currency Swap (as each such term is defined below), those documents the RELEVANT
DOCUMENTS and certain other transaction documents defined as such in the
Supplementary Terms Notice, the TRANSACTION DOCUMENTS). Copies of the
Transaction Documents are available for inspection at the principal office of
the Note Trustee, being at the date hereof 101 Barclay Street, Floor 21 West,
New York, New York 10286, United States of America and at the specified offices
for the time being of the Paying Agents.

In connection with the issue of the Class A-1 Notes, the Issuer has entered into
an ISDA (defined below) master interest rate exchange agreement dated on or
about [*] 2005 with St.George (the BASIS SWAP PROVIDER) together with a
confirmation relating thereto dated on or about [*] 2005 (the BASIS SWAP). The
Issuer has also entered into an ISDA master interest rate exchange agreement
dated on or about [*] 2005 with St.George (the FIXED-FLOATING RATE SWAP
PROVIDER) together with a confirmation relating thereto dated on or about [*]
2005 (the FIXED-FLOATING RATE SWAP). The Issuer has also entered into an ISDA
master currency exchange agreement (including schedule and credit support annex)
dated on or about [*] 2005 with The Royal Bank of Scotland plc (the CURRENCY
SWAP PROVIDER) (the Currency Swap Provider together with the Basis Swap Provider
and the Fixed-Floating Rate Swap Provider, the SWAP PROVIDERS) together with a
confirmation relating thereto dated on or about [*] 2005 in respect of a swap
transaction relating to the Class A-1 Notes the CURRENCY SWAP).

Book-Entry Notes will also bear the following legend: "This book-entry note is a
global bond for the purposes of section 128F(10) of the Income Tax Assessment
Act 1936 of the Commonwealth of Australia".

1.   FORM DENOMINATION AND TITLE
--------------------------------------------------------------------------------

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



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

     Each Class of Notes will be represented by one or more typewritten fully
     registered book-entry notes (each, a BOOK-ENTRY NOTE and collectively, the
     BOOK-ENTRY NOTES) registered in the name of Cede & Co. as nominee of The
     Depository Trust Company (DTC). Beneficial interests in the Book-Entry
     Notes will be shown on, and transfers thereof will be effected only
     through, records maintained by DTC and its participants. Euroclear Bank,
     S.A./N.V, as operator of the Euroclear System (EUROCLEAR) and Clearstream
     Banking, societe anonyme (CLEARSTREAM, LUXEMBOURG), may hold interests in
     the Book-Entry Notes on behalf of persons who have accounts with Euroclear
     and Clearstream, Luxembourg through accounts maintained in the names of
     Euroclear or Clearstream, Luxembourg, or in the names of their respective
     depositories, with DTC.

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

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

     The Class A-1 Notes are secured by a first ranking floating charge over all
     of the assets of the Trust (which include, among other things, the Loans
     (as defined below) and the Mortgages (as defined below) and related
     securities) (as more particularly described in the Security Trust Deed) and
     will rank, together with the Class A-2 Notes and the Class A-3 Notes, pari
     passu and rateably without any preference or priority among themselves.

     The Class A-1 Notes are issued subject to the Master Trust Deed and the
     Supplementary Terms Notice and are secured by the same security as secures
     the A$ Notes and the Class A-2 Notes and, the Class A-1 Notes, the Class
     A-2 Notes and the Class A-3 Notes, will rank in priority to the Class B
     Notes and Class C Notes in the event of the security being enforced and in
     respect of principal and interest (as set out in Conditions 4 and 5).

     The proceeds of the issue of the Class A-1 Notes, the Class A-2 Notes and
     the A$ Notes are to be used by the Issuer to purchase an equitable interest
     in certain housing loans (the LOANS) and certain related mortgages (the
     MORTGAGES) from St.George as an approved seller (the APPROVED SELLER),
     establish the Liquidity Reserve and to invest in such Authorised
     Investments as the Manager may specify from time to time.

     In the event that the security for the Class A-1 Notes is enforced and the
     proceeds of such enforcement are insufficient, after payment of all other
     claims ranking in priority to or pari passu with the Class A Notes under
     the Security Trust Deed, to pay in full all principal and interest and
     other



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     amounts whatsoever due in respect of the Class A Notes, then the Class A
     Noteholders shall have no further claim against the Issuer in respect of
     any such unpaid amounts.

     The net proceeds of realisation of the assets of the Trust (including
     following enforcement of the Security Trust Deed) may be insufficient to
     pay all amounts due to the Noteholders. Save in certain limited
     circumstances the other assets of the Issuer will not be available for
     payment of any shortfall arising and all claims in respect of such
     shortfall shall be extinguished (see further Condition 15). None of the
     Servicer, the Manager, St.George, the Note Trustee, the Security Trustee,
     the Swap Providers, the Paying Agents, the Calculation Agent or the Note
     Managers (as defined in the Supplementary Terms Notice) has any obligation
     to any Noteholder for payment of any amount by the Issuer in respect of the
     Notes.

     The Note Trust Deed contains provisions requiring the Note Trustee to have
     regard to the interests of Class A-1 Noteholders as regards all the powers,
     trusts, authorities, duties and discretions of the Note Trustee (except
     where expressly provided otherwise).

     The Security Trust Deed contains provisions requiring the Security Trustee,
     subject to the other provisions of the Security Trust Deed, to give
     priority to the interests of the Class A Noteholders, if there is a
     conflict between the interest of such Noteholders and any other Voting
     Mortgagee (as defined below).

3.   COVENANTS OF THE ISSUER
--------------------------------------------------------------------------------

     So long as any of the Class A-1 Notes remains outstanding, the Issuer has
     made certain covenants for the benefit of the Class A-1 Noteholders which
     are set out in the Master Trust Deed.

     These covenants include the following.

(a)  The Issuer shall act continuously as trustee of the Trust until the Trust
     is terminated as provided by the Master Trust Deed or the Issuer has
     retired or been removed from office in the manner provided under the Master
     Trust Deed.

(b)  The Issuer shall:

     (i)  act honestly and in good faith and comply with all relevant material
          laws in the performance of its duties and in the exercise of its
          discretions under the Master Trust Deed;

     (ii) subject to the Master Trust Deed, exercise such diligence and prudence
          as a prudent person of business would exercise in performing its
          express functions and in exercising its discretions under the Master
          Trust Deed, having regard to the interests of the Class A Noteholders,
          the Class B Noteholders, the Class C Noteholders, the Beneficiaries
          and the other Creditors of the Trust in accordance with its
          obligations under the relevant Transaction Documents;

     (iii) use its best endeavours to carry on and conduct its business in so
          far as it relates to the Master Trust Deed in a proper and efficient
          manner;

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



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

     (vi) do everything and take all such actions which are necessary (including
          obtaining all appropriate Authorisations which relate to it as trustee
          of the Trust and taking all actions necessary to assist the Manager to
          obtain all other appropriate Authorisations) to ensure that it is able
          to exercise all its powers and remedies and perform all its
          obligations under the Master Trust Deed, the Transaction Documents and
          all other deeds, agreements and other arrangements entered into by the
          Issuer under the Master Trust Deed;

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

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

     (ix) except as contemplated or required by the Transaction Documents, not,
          in respect of the Trust, guarantee or become obligated for the debts
          of any other entity or hold out its credit as being available to
          settle the obligations of others;

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

     (xi) within 45 days of notice from the Manager to do so, remove any of its
          agents or delegates that breaches any obligation imposed on the Issuer
          under the Master Trust Deed or any other Transaction Document where
          the Manager believes it will have a Material Adverse Effect.

(c)  Except as provided in any Transaction Document (and other than the charge
     given to the Security Trustee), the Issuer shall not, nor shall it permit
     any of its officers to, sell, mortgage, charge or otherwise encumber or
     part with possession of any assets of the Trust (the TRUST ASSETS).

(d)  The Issuer shall duly observe and perform the covenants and obligations of
     the Master Trust Deed and will be personally liable to the Servicers, the
     Noteholders, the Beneficiaries, the Note Manager or any other Creditors
     only if it is guilty of negligence, fraud or Default (as defined in
     Condition 15). The Issuer is not responsible for the acts or omissions of
     its agents or delegates (including persons referred to in clause 17.6 of
     the Master Trust Deed) selected by the Issuer in good faith using
     reasonable care except where the Trustee expressly instructs the agent or
     delegate to do or omit to do the relevant act, if the Trustee is aware of
     the default and does not take the action available to it under the
     Transaction Documents to address the act or omission or where the
     Transaction Documents expressly provide that the Trustee is so liable.

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



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

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

4.   INTEREST
--------------------------------------------------------------------------------

(A)  PAYMENT DATES

     Each Class A-1 Note bears interest on its Invested Amount (as defined
     below) from and including [17] March 2005 or such later date as may be
     agreed between the Issuer and the Underwriters for the issue of the Class
     A-1 Notes (the CLOSING DATE). Interest in respect of the Class A-1 Notes
     will be payable quarterly in arrears on 17 June 2005 in respect of the
     period from (and including the Closing Date and ending on (but excluding)
     17 June 2005 (the FIRST QUARTERLY PAYMENT DATE) and thereafter on each 17
     September, 17 December, 17 March and 17 June (each such date a QUARTERLY
     PAYMENT DATE). If any Payment Date would otherwise fall on a day which is
     not a Business Day (as defined below), it shall be postponed to the next
     day which is a Business Day, unless it would thereby fall into the next
     calendar month, in which case the due date shall be brought forward to the
     immediately the preceding Business Day. The final Quarterly Payment Date
     will be the earlier of the Final Maturity Date and the Payment Date on
     which the Notes are redeemed in full.

     BUSINESS DAY in these Conditions means any day, other than a Saturday,
     Sunday or public holiday, on which Banks are open for business in London,
     New York, Sydney and The Trans-European Real-Time Gross Settlement Express
     Transfer (TARGET) System or any successor to it is open.

     The period beginning on (and including) the Closing Date and ending on (but
     excluding) the First Quarterly Payment Date, and each successive period
     beginning on (and including) a Quarterly Payment Date and ending on (but
     excluding) the next Quarterly Payment Date is called an INTEREST PERIOD.
     Interest payable on a Class A-1 Note in respect of any Interest Period or
     any other period will be calculated on the basis of the actual number of
     days in that Interest Period and a 360 day year.

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

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

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



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

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

(B)  INTEREST RATE

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

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

     For the purposes of the foregoing paragraph, LIBOR Business Day means any
     day on which commercial banks are open for business (including dealings in
     foreign exchange and foreign currency deposits) in London.

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

     The applicable Margin on the Class A-1 Notes is as set out in clause 4.2 of
     the Supplementary Terms Notice.

     There is no maximum or minimum Interest Rate.

(C)  DETERMINATION OF INTEREST RATE AND CALCULATION OF INTEREST

     The Calculation Agent will, as soon as practicable after 11:00 am (London
     time) on each Interest Determination Date, determine the Interest Rate
     applicable to, and calculate the amount of interest payable (the INTEREST)
     for the immediately succeeding Interest Period. The Interest is calculated
     in accordance with clause 4.8 of the Supplementary Terms Notice. The
     determination of the Interest Rate and the Interest by the Calculation
     Agent shall (in the absence of manifest error) be final and binding upon
     all parties.

(D)  NOTIFICATION AND PUBLICATION OF INTEREST RATE AND INTEREST

     The Calculation Agent will cause the Interest Rate and the Interest
     applicable to each Class A-1 Note for each Interest Period and the relevant
     Quarterly Payment Date to be notified to the Issuer, the Manager, the Note
     Trustee and the Paying Agents.

     The Interest, Interest Rate and the relevant Quarterly Payment Date may
     subsequently be amended (or appropriate alternative arrangements made by
     way of adjustment) without notice in the event of a shortening of the
     Interest Period.

(E)  DETERMINATION OR CALCULATION BY THE MANAGER

     If the Calculation Agent at any time for any reason does not determine the
     relevant Interest Rate or calculate the Interest for a Class A-1 Note, the
     Manager shall do so and each such determination or



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

     calculation shall be deemed to have been made by the Calculation Agent. In
     doing so, the Manager shall apply the foregoing provisions of this
     Condition, with any necessary consequential amendments, to the extent that
     in its opinion, it can do so, and, in all other respects it shall do so in
     such a manner as it reasonably considers to be fair and reasonable in all
     the circumstances.

(F)  CALCULATION AGENT

     The Issuer will procure that, so long as any of the Class A-1 Notes remains
     outstanding, there will, at all times, be a Calculation Agent. The Issuer,
     or the Manager with the consent of the Issuer (such consent not to be
     unreasonably withheld) reserves the right at any time to terminate the
     appointment of the Calculation Agent immediately on the occurrence of
     certain specified events or, otherwise, with the prior written approval of
     the Note Trustee, by giving not less than 60 days written notice to, inter
     alia, the Calculation Agent. Notice of that termination will be given to
     the Class A-1 Noteholders. If any person is unable or unwilling to continue
     to act as the Calculation Agent, or if the appointment of the Calculation
     Agent is terminated, the Issuer will, with the approval of the Note
     Trustee, appoint a successor Calculation Agent to act as such in its place,
     provided that neither the resignation nor removal of the Calculation Agent
     shall take effect until a successor approved by the Note Trustee has been
     appointed.

(G)  INCOME DISTRIBUTION

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

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

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

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

5.   REDEMPTION AND PURCHASE
--------------------------------------------------------------------------------

     Capitalised terms in this Condition 5 have the same meaning given in the
     Supplementary Terms Notice unless otherwise defined in this document.

     (A)  MANDATORY REDEMPTION IN PART FROM PRINCIPAL COLLECTIONS AND
          APPORTIONMENT OF PRINCIPAL COLLECTIONS BETWEEN THE CLASS A-1 NOTES,
          THE CLASS A-2 NOTES AND THE A$ NOTES

          The Class A-1 Notes shall be subject to mandatory redemption in part
          on any Quarterly Payment Date if on that date there are any Principal
          Collections available to be distributed



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          in relation to such Class A-1 Notes. The principal amount so
          redeemable in respect of each Class A-1 Note prior to enforcement of
          the Security Trust Deed (each a PRINCIPAL PAYMENT) on any Quarterly
          Payment Date shall be the amount available for payment in respect of
          the Class A-1 Notes as set out in Condition 5(b) on the day which is
          two Business Days prior to the Quarterly Payment Date (the QUARTERLY
          DETERMINATION Date) divided by the aggregate Invested Amount of all
          Class A-1 Notes, multiplied by the Invested Amount of that Note,
          provided always that no Principal Payment on a Class A-1 Note on any
          date may exceed the amount equal to the Invested Amount of that Class
          A-1 Note at that date less amounts charged off as at that date and not
          to be reinstated on the next Quarterly Payment Date, or to be charged
          off on the Quarterly Payment Date, as described in Condition 5(c)
          (that reduced amount being the STATED AMOUNT of that Class A-1 Note).

          Notice of amounts to be redeemed will be provided by the Manager to
          the Issuer, the Calculation Agent, the Principal Paying Agent and the
          Note Trustee.

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

     (B)  PRINCIPAL DISTRIBUTIONS ON NOTES

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

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

          (ii) then:

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

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

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

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



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     (C)  GENERAL

          No amount of principal will be paid to a Noteholder in excess of the
          Invested Amount applicable to the Notes held by that Noteholder.

     (D)  EXCESS AVAILABLE INCOME - REIMBURSEMENT OF CHARGE OFFS, PRINCIPAL
          DRAWS AND LIQUIDITY DRAWS

          (i)  General

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

          (ii) Distribution of Excess Available Income

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

     (E)  EXCESS DISTRIBUTION

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

     (F)  US$ ACCOUNT

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

          If any of the Issuer, the Manager or the Servicer receive any amount
          denominated in US$ from the Currency Swap Provider under the Currency
          Swap, they will promptly pay that amount to the credit of the US$
          Account.

          The Issuer shall, on the direction of the Manager, or shall require
          that the Paying Agent on its behalf, pay all amounts credited to the
          US$ Account by the Currency Swap Provider as specified in clause 5.16
          of the Supplementary Terms Notice, and in accordance with the Note
          Trust Deed and the Agency Agreement.

     (G)  CHARGE OFFS

          If the Principal Charge Offs for any Quarterly Collection Period
          exceed the Excess Available Income calculated on the Quarterly
          Determination Date for that Quarterly Collection Period, the Manager
          must, on and with effect from the Quarterly Payment Date immediately
          following the end of the Quarterly Collection Period comply with
          clause 5.14 of the Supplementary Terms Notice.



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     (H)  CALCULATION OF PRINCIPAL PAYMENTS AND STATED AMOUNT

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

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

     (I)  CALL

          The Issuer must, when so directed by the Manager (at the Manager's
          option), purchase or redeem all, but not some only, of the Class A-1
          Notes in accordance with, and in the circumstances specified in clause
          7.1 of the Supplementary Terms Notice.

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

     (J)  REDEMPTION FOR TAXATION OR OTHER REASONS

          If the Manager satisfies the Issuer and the Note Trustee immediately
          prior to giving the notice referred to below that either (i) on the
          next Quarterly Payment Date the Issuer would be required to deduct or
          withhold from any payment of principal or interest in respect of the
          Class A-1 Notes or the Currency Swap any amount for or on account of
          any present or future taxes, duties, assessments or governmental
          charges of whatever nature imposed, levied, collected, withheld or
          assessed by the Commonwealth of Australia or any of its political
          sub-divisions or any of its authorities or (ii) the total amount
          payable in respect of interest in relation to any of the Loans for a
          Collection Period ceases to be receivable (whether or not actually
          received) by the Issuer during such Collection Period (but, for the
          avoidance of doubt, this paragraph (ii) does not apply to the failure
          by the Issuer to receive any interest on any Purchased Receivable
          merely by reason of the failure by the relevant Obligors to pay that
          interest in breach of the relevant Receivable Agreement), the Issuer
          must, when so directed by the Manager, at the Manager's option
          (subject to the provisos specified in clause 7.1 of the Supplementary
          Terms Notice) redeem all, but not some only, of the Class A-1 Notes in
          accordance with clause 7.1 of the Supplementary Terms Notice.



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     (K)  REDEMPTION ON FINAL MATURITY

          If not otherwise redeemed, the Class A-1 Notes will be redeemed at
          their Stated Amount on the Quarterly Payment Date falling in June
          2037.

     (L)  CANCELLATION

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

     (M)  CERTIFICATION

          For the purposes of any redemption made pursuant to this Condition 5,
          the Note Trustee may rely upon an Officer's Certificate under the Note
          Trust Deed from the Manager on behalf of the Issuer certifying or
          stating the opinion of each person signing such certificate as:

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

          (ii) that in the opinion of such person the proposed release will not
               impair the security under the Security Trust Deed in
               contravention of the provisions of the Security Trust Deed or the
               Note Trust Deed; and

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

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

6.   PAYMENTS
--------------------------------------------------------------------------------

     (A)  METHOD OF PAYMENT

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



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     (B)  INITIAL PRINCIPAL PAYING AGENT

          The initial Principal Paying Agent is The Bank of New York at its
          office at 101 Barclay Street, Floor 21 West, New York, New York 10286,
          United States of America or such other office as designated from time
          to time under the Agency Agreement.

     (C)  PAYING AGENTS

          The Issuer (or the Manager on its behalf with the consent of the
          Issuer, such consent not to be unreasonably withheld), may at any time
          (with the previous written approval of the Note Trustee) vary or
          terminate the appointment of any Paying Agent and appoint additional
          or other Paying Agents, provided that it will at all times maintain a
          Paying Agent having a paying office in New York City, and a Paying
          Agent having a paying office in the United Kingdom (which may be the
          same person) or such other jurisdiction as the Paying Agent, the
          Manager and the Trustee may agree from time to time. Notice of any
          such termination or appointment and of any change in the office
          through which any Paying Agent will act will be given in accordance
          with Condition 12.

     (D)  PAYMENT ON BUSINESS DAYS

          Payments in respect of any amount of principal or Interest in respect
          of any Class A-1 Note shall be made on a Business Day. If the due date
          for payment of any amount of principal or Interest in respect of any
          Class A-1 Note is not a Business Day then payment will not be made
          until the next succeeding Business Day unless that day falls in the
          next calendar month, in which case the due date will be the preceding
          Business Day and the holder of that Class A-1 Note shall not be
          entitled to any further interest or other payment in respect of that
          delay.

     (E)  INTEREST

          If Interest is not paid in respect of a Class A-1 Note on the date
          when due and payable (other than because the due date is not a
          Business Day), that unpaid Interest shall itself bear interest at the
          Interest Rate applicable from time to time to the Class A-1 Notes
          until the unpaid Interest, and interest on it, is available for
          payment and notice of that availability has been duly given in
          accordance with Condition 12.

7.   TAXATION
--------------------------------------------------------------------------------

     All payments in respect of the Class A-1 Notes will be made without
     withholding or deduction for, or on account of, any present or future
     taxes, duties or charges of whatsoever nature unless the Issuer or any
     Paying Agent is required by applicable law to make any such payment in
     respect of the Class A-1 Notes subject to any withholding or deduction for,
     or on account of, any present or future taxes, duties or charges of
     whatever nature. In that event the Issuer or that Paying Agent (as the case
     may be) shall make such payment after such withholding or deduction has
     been made and shall account to the relevant authorities for the amount so
     required to be withheld or deducted. Neither the Issuer nor any Paying
     Agent will be obliged to make any additional payments to Class A-1
     Noteholders in respect of that withholding or deduction.



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8.   PRESCRIPTION
--------------------------------------------------------------------------------

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

     As used in these Conditions, the RELEVANT DATE means the date on which a
     payment first becomes due but, if the full amount of the money payable has
     not been received by the Principal Paying Agent or the Note Trustee on or
     prior to that date, it means the date on which, the full amount of such
     money having been so received, notice to that effect is duly given by the
     Principal Paying Agent in accordance with Condition 12.

9.   EVENTS OF DEFAULT
--------------------------------------------------------------------------------

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

     In the event that the security constituted by the Security Trust Deed
     becomes enforceable following an event of default under the Notes any funds
     resulting from the realisation of such security shall be applied in
     accordance with the order of priority of payments as stated in the Security
     Trust Deed.

10.  ENFORCEMENT
--------------------------------------------------------------------------------

     At any time after an Event of Default occurs, the Security Trustee shall
     (subject to being appropriately indemnified), if so directed by (a) the
     Noteholder Mortgagees (as defined in the Security Trust Deed) alone, where
     the Noteholder Mortgagees are the only Voting Mortgagees, or otherwise (b)
     an "Extraordinary Resolution of the Voting Mortgagees" (being 75% of votes
     capable of being cast by Voting Mortgagees present in person or by proxy of
     the relevant meeting or a written resolution signed by all Voting
     Mortgagees - which includes the Note Trustee on behalf of Class A-1
     Noteholders, but not, unless the Note Trustee has become bound to take
     steps and/or proceed under the Security Trust Deed and fails to do so
     within a reasonable period of time and such failure is continuing, the
     Class A-1 Noteholders themselves), declare the Class A Notes immediately
     due and payable and declare the security to be enforceable. If an
     Extraordinary Resolution of Voting Mortgagees referred to above elects not
     to direct the Security Trustee to enforce the Security Trust Deed, in
     circumstances where the Security Trustee could enforce, the Noteholder
     Mortgagees (in the case of the Class A-1 Noteholders, as represented by the
     Note Trustee acting at the direction of the Class A-1 Noteholders) may
     nevertheless direct the Security Trustee to enforce the Security Trust Deed
     on behalf of the Noteholders.

     VOTING MORTGAGEE has the meaning given to it in the Supplementary Terms
     Notice.

     Any reference to the Noteholder Mortgagees while they are the only Voting
     Mortgagees or where their consent is required under the Security Trust Deed
     in relation to a direction or act of the



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     Security Trustee, means Noteholder Mortgagees representing more than 50% of
     the aggregate Invested Amount of the Class A-1 Notes, the Class A-2 Notes
     and the A$ Notes.

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

     No Class A-1 Noteholder is entitled to enforce the Security Trust Deed or
     to appoint or cause to be appointed a receiver to any of the assets secured
     by the Security Trust Deed or otherwise to exercise any power conferred by
     the terms of any applicable law on chargees except as provided in the
     Security Trust Deed.

     If any of the Class A-1 Notes remains outstanding and is due and payable
     otherwise than by reason of a default in payment of any amount due on the
     Class A-1 Notes, the Note Trustee must not vote under the Security Trust
     Deed to, or otherwise direct the Security Trustee to, dispose of the
     Mortgaged Property unless either:

     (a)  the Note Trustee is of the opinion, reached after considering at any
          time the advice of a merchant bank or other financial adviser selected
          by the Note Trustee in its sole and absolute discretion (the cost of
          such advice shall be an Expense payable to the Note Trustee), that a
          sufficient amount would be realised to discharge in full all amounts
          owing to the Class A-1 Noteholders and any other amounts payable by
          the Issuer ranking in priority to or pari passu with the Class A-1
          Notes; or

     (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 in its sole and
          absolute discretion (the cost of such advice shall be an Expense
          payable to the Note Trustee), that the cash flow receivable by the
          Issuer (or the Security Trustee under the Security Trust Deed) will
          not (or that there is a significant risk that it will not) be
          sufficient, having regard to any other relevant actual, contingent or
          prospective liabilities of the Issuer, to discharge in full in due
          course all the amounts referred to in paragraph (a) above.

     Except in the case of negligence, fraud or breach of trust (in the case of
     the Security Trustee) or negligence, fraud or wilful default (in the case
     of the Note Trustee), neither the Note Trustee nor the Security Trustee
     will be liable for any decline in the value, nor any loss realised upon any
     sale or other dispositions made under the Security Trust Deed, of any
     Mortgaged Property or any other property which is charged to the Security
     Trustee by any other person in respect of or relating to the obligations of
     the Issuer or any third party in respect of the Issuer or the Class A-1
     Notes or relating in any way to the Mortgaged Property. Without limitation,
     neither the Note Trustee nor the Security Trustee shall be liable for any
     such decline or loss directly or indirectly arising from its acting, or
     failing to act, as a consequence of an opinion reached by it in good faith
     based on advice received by it in accordance with the Note Trust deed or
     the Security Trust Deed, as the case may be.



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     Subject to the provisions of the Note Trust Deed (including clause 37.2),
     the Note Trustee shall not be bound to vote under the Security Trust Deed,
     or otherwise direct the Security Trustee under the Security Trust Deed or
     to take any proceedings, actions or steps under, or any other proceedings
     pursuant to or in connection with the Security Trust Deed, the Note Trust
     Deed or any Class A-1 Notes on behalf of the Class A-1 Noteholders unless
     directed or requested to do so by an Extraordinary Resolution of the Class
     A-1 Noteholders at the time (or such higher percentage as may be required
     by the TIA); and then only if the Note Trustee is indemnified to its
     satisfaction against all action, proceedings, claims and demands to which
     it may render itself liable and all costs, charges, damages and expenses
     which it may incur by so doing.

     Only the Security Trustee may enforce the provisions of the Security Trust
     Deed and neither the Note Trustee nor any Class A-1 Noteholder is entitled
     to proceed directly against the Issuer to enforce the performance of any of
     the provisions of the Security Trust Deed or the Class A-1 Notes (including
     these Conditions) except as provided for in the Security Trust Deed and the
     Note Trust Deed.

     The rights, remedies and discretions of the Class A-1 Noteholders under the
     Security Trust Deed including all rights to vote or give instructions or
     consent can only be exercised by the Note Trustee on behalf of the Class
     A-1 Noteholders in accordance with the Security Trust Deed. The Security
     Trustee may rely on any instructions or directions given to it by the Note
     Trustee as being given on behalf of the Class A-1 Noteholders from time to
     time and need not enquire whether the Note Trustee or the Noteholders from
     time to time have complied with any requirements under the Note Trust Deed
     or as to the reasonableness or otherwise of the Note Trustee. The Security
     Trustee is not obliged to take any action, give any consent or waiver or
     make any determination under the Security Trust Deed without being directed
     to do so by the Note Trustee or the Voting Mortgagees in accordance with
     the Security Trust Deed.

     Prior to the Security Trustee becoming actually aware of the occurrence of
     an Event of Default and provided that it has been indemnified in accordance
     with the Security Trust Deed, the Security Trustee may enforce the Security
     Trust Deed without an Extraordinary Resolution of the Voting Mortgagees if
     it believes (in its absolute discretion) that it is necessary to do so to
     protect the interests of the Mortgagees (provided that it shall enforce the
     Security Trust Deed if so directed by an Extraordinary Resolution of the
     Voting Mortgagees).

     Upon enforcement of the security created by the Security Trust Deed, the
     net proceeds thereof may be insufficient to pay all amounts due on
     redemption to the Noteholders. The proceeds from enforcement (which will
     not include amounts required by law to be paid to the holder of any prior
     ranking security interest, the proceeds of or amounts credited to the
     collateral account under the Liquidity Facility Agreement (as defined in
     the Master Trust Deed) and payable to the Liquidity Facility Provider (as
     defined in the Master Trust Deed) and the proceeds of cash collateral
     lodged with and payable to a Swap Provider or other provider of a Support
     Facility (as defined in the Master Trust Deed)) will be applied in the
     order of priority as set out in the Security Trust Deed. Any claims of
     Noteholders remaining after realization of the security and application of
     the proceeds as aforesaid shall, except in certain limited circumstances,
     be extinguished.



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11.  REPLACEMENTS OF CLASS A-1 NOTES
--------------------------------------------------------------------------------

     If any Class A-1 Note is lost, stolen, mutilated, defaced or destroyed, it
     may be replaced at the specified office of the Principal Paying Agent
     located at 101 Barclay Street, Floor 21 West, New York, New York 10286,
     United States of America or such other office as may be designated from
     time to time under the Agency Agreement, upon payment by the claimant of
     the expenses incurred in connection with that replacement and on such terms
     as to evidence and indemnity as the Issuer may reasonably require.
     Mutilated or defaced Class A-1 Notes must be surrendered before
     replacements will be issued.

12.  NOTICES
--------------------------------------------------------------------------------

     All notices, other than notices given in accordance with the following
     paragraph, to Class A-1 Noteholders shall be deemed given if in writing and
     mailed, first-class, postage prepaid to each Class A-1 Noteholder, at his
     or her address as it appears on the Note Register, not later than the
     latest date, and not earlier than the earliest date, prescribed for the
     giving of such notice. In any case where notice to Class A-1 Noteholders is
     given by mail, neither the failure to mail such notice nor any defect in
     any notice so mailed to any particular Class A-1 Noteholder shall affect
     the sufficiency of such notice with respect to other Class A-1 Noteholders,
     and any notice that is mailed in the manner herein provided shall
     conclusively be presumed to have been duly given.

     A notice may be waived in writing by the relevant Class A-1 Noteholder,
     either before or after the event, and such waiver shall be the equivalent
     of such notice. Waivers of notice by Class A-1 Noteholders shall be filed
     with the Note Trustee but such filing shall not be a condition precedent to
     the validity of any action taken in reliance upon such a waiver.

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

     In case, by reason of the suspension of regular mail services as a result
     of a strike, work stoppage or similar activity, it shall be impractical to
     mail notice of any event to Class A-1 Noteholders when such notice is
     required to be given, then any manner of giving such notice as the Trustee
     shall direct (on the instructions of the Trust Manager) the Note Trustee
     shall be deemed to be a sufficient giving of such notice.

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

     WEBSITE means the website at the following address:

                             HTTPS://WWW.BNYABS.COM



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

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

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

     The Security Trust Deed contains provisions for convening meetings of the
     Voting Mortgagees to, among other things, enable the Voting Mortgagees to
     direct or consent to the Security Trustee taking or not taking certain
     actions under the Security Trust Deed, for example to enable the Voting
     Mortgagees to direct the Security Trustee to enforce the Security Trust
     Deed.

     The Note Trust Deed contains provisions permitting Class A-1 Noteholders to
     act in relation to any matter affecting their interests, including the
     directing of the Note Trustee to direct the Security Trustee to enforce the
     security under the Security Trust Deed, or the sanctioning by Extraordinary
     Resolution of the Class A-1 Noteholders of a modification of the Class A-1
     Notes (including these Conditions) or the provisions of any of the
     Transaction Documents, provided that no modification of certain terms
     including, among other things, the date of maturity of the Class A-1 Notes,
     or a modification which would have the effect of altering the amount of
     interest payable in respect of a Class A-1 Note or modification of the
     method of calculation of the interest payable or of the date for payment of
     or interest payable in respect of any Class A-1 Notes, reducing or
     cancelling the amount of principal payable in respect of any Class A-1
     Notes or altering the currency of payment of any Class A-1 Notes or an
     alteration of the date or priority of redemption of, the Class A-1 Notes or
     altering the required percentage of the aggregate Invested Amount of the
     Class A-1 Notes required to consent or take any action, or an election to
     receive the Stated Amount of the Notes instead of the Invested Amount in
     the event of a call under Condition 5(i) or 5(j), or any other matter
     referred to in clause 37.2 of the Note Trust Deed needing the approval of
     all holders of Class A-1 Notes (any such modification being referred to
     below as a BASIC TERMS MODIFICATION) shall be effective unless sanctioned
     by all of the Class A-1 Noteholders. The quorum at any meeting of Class A-1
     Noteholders for passing an Extraordinary Resolution shall be two or more
     persons holding or representing over 50% of the aggregate Invested Amount
     of the Class A-1 Notes then outstanding or, at any adjourned meeting, two
     or more persons being or representing Class A-1 Noteholders whatever the
     aggregate Invested Amount of the Class A-1 Notes so held or represented,
     except that, at any meeting the business of which includes the sanctioning
     of a Basic Terms Modification, the necessary quorum for passing any such
     resolution shall be all of the Class A-1 Noteholders. The Note Trust Deed
     contains provisions limiting the powers of the Class A-1 Noteholders, among
     other things, to request or direct the Note Trustee to take any action or
     to pass an effective Extraordinary Resolution or a resolution passed under
     clause 37.2, according to the effect thereof on the interests of the Class
     A-1 Noteholders. Except in certain circumstances, the Note Trust Deed
     imposes no such limitations on the powers of the Class A-1 Noteholders, the
     exercise of which will be binding on the Class A-1 Noteholders,
     irrespective of the effect on their interests. An Extraordinary Resolution
     or resolution effecting a Basic Terms Modification passed at any meeting of
     Class A-1 Noteholders shall be binding on all Class A-1 Noteholders,
     whether or not they are present at the meeting. The



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     majority required for an Extraordinary Resolution shall be 75% of the votes
     cast in respect of that Extraordinary Resolution.

     The Note Trust Deed permits the Note Trustee, the Manager and the Trustee
     to, following the giving of notice to each Designated Rating Agency, alter,
     add to or modify, by way of supplemental deed, the Note Trust Deed
     (including the meeting and amendment provisions), the Conditions (subject
     to the proviso more fully described in clause 37.2 of the Note Trust Deed
     or any other terms of that deed or the Conditions to which it refers) or
     any Transaction Document so long as that alteration, addition or
     modification is:

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

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

     o    in the opinion of the Note Trustee appropriate or expedient as a
          consequence of a change to any law or regulation or a change in the
          requirements of any Government Agency (including, but not limited to,
          an alteration, addition or modification which is in the opinion of the
          Note Trustee appropriate or expedient as a consequence of the
          enactment of a law or regulation or an amendment to any law or
          regulation or ruling by the Commissioner or Deputy Commissioner of
          Taxation or any governmental announcement or statement, in any case
          which has or may have the effect of altering the manner or basis of
          taxation of trusts generally or of trusts similar to the Trust); or

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

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

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

     The Note Trustee may also, in accordance with the Note Trust Deed and
     without the consent of the Class A-1 Noteholders (but not in contravention
     of an Extraordinary Resolution or a resolution passed in accordance with
     clause 37.2 of the Note Trust Deed), waive or authorise any breach or
     proposed breach of the Class A-1 Notes (including these Conditions) or any
     Transaction Document or determine that any Event of Default or any
     condition, event or act which with the giving of notice and/or lapse of
     time and/or the issue of a certificate would constitute an Event of Default
     shall not, or shall not subject to specified conditions, be treated as
     such. Any such modification, waiver, authorisation or determination shall
     be binding on the Class A-1 Noteholders and, if, but only if, the Note
     Trustee so requires, any such modification shall be notified to the Class
     A-1 Noteholders in accordance with Condition 12 as soon as practicable.



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

     Any amendment made will be binding on the Class A-1 Noteholders and shall
     conform to the requirements of the TIA as then in effect so long as the
     Note Trust Deed shall be qualified under the TIA.

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

     (a)  The Note Trust Deed and the Security Trust Deed contain provisions for
          the indemnification of the Note Trustee and the Security Trustee
          (respectively) and for their relief from responsibility, including
          provisions relieving them from taking proceedings to realise the
          security and to obtain repayment of the Class A-1 Notes unless
          indemnified to their satisfaction. Each of the Note Trustee and the
          Security Trustee is entitled to enter into business transactions with
          the Issuer and/or any other party to the Transaction Documents without
          accounting for any profit resulting from such transactions. Except in
          the case of negligence, fraud or breach of trust (in the case of the
          Security Trustee) or negligence, fraud, or wilful default (in the case
          of the Note Trustee), neither the Security Trustee nor the Note
          Trustee will be responsible for any loss, expense or liability which
          may be suffered as a result of any assets secured by the Security
          Trust Deed, Mortgaged Property or any deeds or documents of title
          thereto, being uninsured or inadequately insured or being held by or
          to the order of the Servicer or any of its affiliates or by clearing
          organisations or their operators or by any person on behalf of the
          Note Trustee if prudently chosen in accordance with the Transaction
          Documents.

     (b)  Where the Note Trustee is required to express an opinion or make a
          determination or calculation under the Transaction Documents, the Note
          Trustee may appoint or engage such independent advisers as the Note
          Trustee reasonably requires to assist in the giving of that opinion or
          the making of that determination or calculation and any properly
          incurred costs and expenses payable to those advisers will be
          reimbursed to the Note Trustee by the Issuer or if another person is
          expressly stated in the relevant provision in a Transaction Document,
          that person.

15.  LIMITATION OF LIABILITY OF THE ISSUER
--------------------------------------------------------------------------------

     (A)  GENERAL

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

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

          (i)  The Issuer enters into the Transaction Documents and issues the
               Notes only in its capacity as trustee of the Trust and in no
               other capacity (except where the



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               Transaction Documents provide otherwise). Subject to paragraph
               (iii) below, a liability arising under or in connection with the
               Transaction Documents or the Trust can be enforced against the
               Issuer only to the extent to which it can be satisfied out of the
               assets and property of the Trust which are available to satisfy
               the right of the Issuer to be exonerated or indemnified for the
               liability. This limitation of the Issuer's liability applies
               despite any other provision of the Transaction Documents and
               extends to all liabilities and obligations of the Issuer in any
               way connected with any representation, warranty, conduct,
               omission, agreement or transaction related to the Transaction
               Documents or the Trust.

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

          (iii) The provisions of this Condition 15 shall not apply to any
               obligation or liability of the Issuer to the extent that it is
               not satisfied because under a Transaction Document or by
               operation of law there is a reduction in the extent of the
               Issuer's indemnification or exoneration out of the assets of the
               Trust as a result of the Issuer's fraud, negligence or Default.

          (iv) It is acknowledged that the Relevant Parties are responsible
               under the Transaction Documents for performing a variety of
               obligations relating to the Trust. No act or omission of the
               Issuer (including any related failure to satisfy its obligations
               under the Transaction Documents) will be considered fraud,
               negligence or Default of the Issuer for the purpose of paragraph
               (iii) of this Condition 15 to the extent to which the act or
               omission was caused or contributed to by any failure by any
               Relevant Party or any person who has been delegated or appointed
               by the Issuer in accordance with the Transaction Documents to
               fulfil its obligations relating to the Trust or by any other act
               or omission of a Relevant Party or any such person.

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

          (vi) In this Condition 15, RELEVANT PARTIES means each of the Manager,
               the Servicer, the Calculation Agent, each Paying Agent, the Note
               Registrar, the Note Trustee, the Custodian, the Basis Swap
               Provider, the Fixed-Floating Rate Swap Provider and the Currency
               Swap Provider and any other provider of a Support Facility.

          (vii) In this Condition 15, DEFAULT means a failure by the Issuer to
               comply with an obligation which is expressly imposed on it by the
               terms of a Transaction



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

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

16.  GOVERNING LAW
--------------------------------------------------------------------------------

     Except for:

     (a)  the Subscription Agreement (as defined in the Supplementary Terms
          Notice) and the Credit Support Annex to each of the Class A-1 Currency
          Swap and the Class A-2 Currency Swap which are governed by the laws of
          England and Wales;

     (b)  Underwriting Agreement (as defined in the Supplementary Terms Notice)
          which is governed by the laws of New York; and

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

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



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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              SUMMARY OF PROVISIONS RELATING TO THE CLASS A-1 NOTES
                            WHILE IN BOOK-ENTRY FORM

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

The Book-Entry Note will be exchangeable for definitive Class A-1 Notes in
certain circumstances described below.

Each person who is shown in the Note Register as the holder of a particular
principal amount of Class A-1 Notes will be entitled to be treated by the Issuer
and the Note Trustee as a holder of such principal amount of Class A-1 Notes and
the expression Class A-1 Noteholder shall be construed accordingly, but without
prejudice to the entitlement of the holder of the Book-Entry Note to be paid
principal and interest thereon in accordance with its terms. Such persons shall
have no claim directly against the Issuer in respect of payment due on the Class
A-1 Notes for so long as the Class A-1 Notes are represented by a Book-Entry
Note and the relevant obligations of the Issuer will be discharged by payment to
the registered holder of the Book-Entry Note in respect of each amount so paid.

(A)  PAYMENTS

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

Each of the persons appearing from time to time as the beneficial owner of a
Class A-1 Note will be entitled to receive any payment so made in respect of
that Class A-1 Note in accordance with the respective rules and procedures of
DTC. Such persons will have no claim directly against the Issuer in respect of
payments due on the Class A-1 Notes which must be made by the holder of the
relevant Book-Entry Note, for so long as such Book-Entry Note is outstanding.

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

(B)  EXCHANGE

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

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

(ii) after the occurrence of an Event, of Default the Class A-1 Note Owner's
     representing beneficial interests aggregating to at least a majority of the
     aggregate Invested Amount of the Class A-1 Notes advise the Principal
     Paying Agent and Issuer through the Clearing Agency in writing that the



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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     continuation of a book-entry system through the Clearing Agency is no
     longer in the best interest of the Note Owners,

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

(C)  NOTICES

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

(D)  CANCELLATION

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



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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SCHEDULE 4

FORM OF CLASS A-2 BOOK-ENTRY NOTE
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THIS CLASS A-2 BOOK-ENTRY NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE CLASS A-2 NOTES, MAY NOT BE OFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES, OR FOR THE ACCOUNT OR
BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT)
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE
UNITED STATES.

THIS CLASS A-2 BOOK-ENTRY NOTE IS A GLOBAL BOND FOR THE PURPOSES OF SECTION
128F(10) OF THE INCOME TAX ASSESSMENT ACT 1936 OF THE COMMONWEALTH OF AUSTRALIA.

REGISTERED                                    ISIN No __________________________

                                              Common Code ______________________

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

                    PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                              (ABN 81 004 029 841)

            (a limited liability company incorporated in Australia)

      in its capacity as trustee of the Crusade Global Trust No. 1 of 2005

                           CLASS A-2 BOOK-ENTRY NOTE

                                  representing

                                    (euro)[*]

     Class A-2 Mortgage Backed Floating Rate Notes Due on the Final Maturity
                           Date falling in June 2037

This Note is a Class 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 2005
(the "TRUST") (the "ISSUER"), designated as specified in the title above (the
"NOTES"), in an initial aggregate principal amount of

                                    (euro)[*]

and (a) constituted by a Master Trust Deed (the "MASTER TRUST DEED") dated 14
March 1998 between the Issuer, St.George Bank Limited and Crusade Management
Limited (the "MANAGER"), by a Supplementary Terms Notice (the "SUPPLEMENTARY
TERMS NOTICE") dated on or about [*] 2005 between (among others) the



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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Issuer, the Security Trustee (as defined herein), St.George Custodial Pty
Limited, The Bank of New York (the note trustee for the time being referred to
as the "NOTE TRUSTEE") as trustee for the holders for the time being of the
Class A-2 Notes (the "CLASS A-2 NOTEHOLDERS") and the Manager, and by the
Conditions; (b) issued subject to a Note Trust Deed dated [*] 2005 (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 [*] 2005 between the Issuer, the Manager, 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) and the Note
Trustee. References to the Conditions (or to any particular numbered Condition)
shall be to the Terms and Conditions of the Class A-2 Notes set out in Schedule
5 to the Note Trust Deed but with the deletion of those provisions which are
applicable only to Class A-2 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 Class A-2 Notes under clause 3.4 of
the Note Trust Deed, this Class A-2 Book-Entry Note will be exchanged in whole
at the offices of the Principal Paying Agent at 48th Floor, 1 Canada Square,
London E14 5AL (or such other place outside Australia and any of its territories
and possessions and other areas subject to its jurisdiction as the Note Trustee
may agree) for Definitive Class A-2 Notes and the Issuer shall procure that the
Principal Paying Agent issues and delivers, in full exchange for this Class A-2
Book-Entry Note, Definitive Class A-2 Notes in aggregate principal amount equal
to the principal amount of all Class A-2 Notes represented by this Class A-2
Book-Entry Note. The Issuer is not obliged to issue Definitive

Class A-2 Notes until the later of:

     (a)  the expiry of 40 days after the later of the Note Issue Date and the
          date on which the relevant Class A-2 Notes are first offered to
          persons other than distributors in reliance on Regulation S; and

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

If the Issuer fails to meet its obligations to issue Definitive Class A-2 Notes,
this shall be without prejudice to the Issuer's obligations with respect to the
Class A-2 Notes under the Note Trust Deed, the Master Trust Deed, the
Supplementary Terms Notice and this Class A-2 Book-Entry Note.

The Issuer, in its capacity as trustee of the Trust, subject to this Class A-2
Book-Entry Note and subject to and in accordance with the Conditions and the
Note Trust Deed promises to pay to The Bank of New York Depository (Nominees)
Limited, or registered assigns of this Class A-2 Book-Entry Note the principal
sum of (euro)[*] ([Amount in words]) or such lesser amount as may from time to
time be represented by this Class 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 of
this Class A-2 Book-Entry Note at rates determined in accordance with Condition
4 and all subject to and in accordance with the certification requirements
described in this Class A-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-2 Book-Entry Note (as if references in the Conditions to
the Notes and the Noteholders were references to this Class A-2 Book-Entry Note
and the registered holder of this Class A-



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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2 Book-Entry Note respectively and as if the same had been set out in this Class
A-2 Book-Entry Note in full with all necessary changes, except as otherwise
provided in this Class A-2 Book-Entry Note).

Payments of interest on this Class A-2 Book-Entry Note payable on each Quarterly
Payment Date, together with the instalment of principal, if any, shall be
payable by the Principal Paying Agent to the registered holder of the Class A-2
Notes provided that no payment of interest may be made by the Issuer or any
Paying Agent in the Commonwealth of Australia or its respective territories or
possessions. Each of the persons appearing from time to time in the records of
Euroclear Bank S.A./N.V., as operator of Euroclear, or of Clearstream Banking,
Societe Anonyme, as the holder of a beneficial interest in the Class A-2 Note
will be entitled to receive any payment so made in respect of that Class A-2
Note in accordance with the respective rules and procedures of Euroclear or, as
the case may be, Clearstream, Luxembourg. Such persons will have no claim
directly against the Issuer in respect of payments due on the Class A-2 Notes
which must be made by the registered holder of this Class A-2 Book-Entry Note,
for so long as this Class A-2 Book-Entry Note is outstanding.

On any payment of principal and/or interest on the Class 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-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 Class A-2 Notes under clause 3.4 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 Class A-2 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 Definitive Class A-2 Notes to be issued on that exchange will be in
registered form each in the denomination of (euro)100,000 and integral multiples
thereof. If the Issuer fails to meet its obligations to issue Definitive Class
A-2 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 Class A-2 Book-Entry Note.

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

This Class 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-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-2 Book-Entry Note to be signed
manually or in facsimile by a person duly authorised on its behalf.

Perpetual Trustees Consolidated Limited in its capacity as trustee of the
Crusade Global Trust No. 1 of 2005



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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By:
    ---------------------------------
    Authorised Signatory

IMPORTANT NOTICE:

(a)  The Class A-2 Notes do not represent deposits or other liabilities of
     St. George Bank Limited, ABN 92 055 513 070 ("ST. GEORGE") or associates of
     St. George.

(b)  The holding of Class A-2 Notes is subject to investment risk, including
     possible delays in repayment and loss of income and principal invested.

(c)  None of St. George, any associate of St. George, Perpetual Trustees
     Consolidated Limited, the Security Trustee, the Note Trustee, the Principal
     Paying Agent, the Note Registrar, the Calculation Agent, any Paying Agent
     nor any Note Manager in any way stands behind the capital value and/or
     performance of the Class A-2 Notes or the assets of the Trust except to the
     limited extent provided in the Transaction Documents for the Trust (which,
     for the avoidance of doubt, does not apply to the Note Trustee, the
     Principal Paying Agent, the Note Registrar, any Paying Agent nor the
     Calculation Agent).

(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 Principal Paying Agent, the Note Registrar, any Paying
     Agent, the Calculation Agent, the Currency Swap Provider (as defined in the
     Supplementary Terms Notice) or any of the Note Managers (as defined in the
     Supplementary Terms Notice) guarantees the payment of interest or the
     repayment of principal due on the Class A-2 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 Class A-2 Notes is limited to its right of indemnity from
     the assets of the Trust from time to time available to make such payments
     under the Master Trust Deed and Supplementary Terms Notice. All claims
     against the Issuer in relation to the Class A-2 Notes can be enforced
     against the Issuer only to the extent to which it can be satisfied out of
     the assets of the Trust out of which the Issuer is actually indemnified for
     the liability except in the case of (and to the extent of) any fraud,
     negligence or Default (as defined in the Master Trust Deed) on the part of
     the Issuer.

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

                          CERTIFICATE OF AUTHENTICATION

This Class A-1 Book-Entry Note is to be authenticated by The Bank of New York
and until so authenticated shall not be valid for any purpose.

THE BANK OF NEW YORK as Principal Paying Agent



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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ASSIGNMENT

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

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

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

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

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


Dated:
       ----------------------------            ---------------------------------
                                               Authorised Signatory:

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

----------
* 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.



NOTE TRUST DEED                                    [Allens Arthur Robinson LOGO]
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SCHEDULE 5

TERMS AND CONDITIONS OF THE CLASS A-2 NOTES
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The following, subject to amendments in accordance with the Note Trust Deed, are
the terms and conditions of the Class A-2 Notes, substantially as they will
appear on the reverse of the Class A-2 Notes in definitive form. Class A-2 Notes
in definitive form will only be issued in certain circumstances. While the Class
A-2 Notes remain in book-entry form, the same terms and conditions govern them,
except to the extent that they are appropriate only to the Class A-2 Notes in
definitive form. For a summary of the provisions relating to the Class A-2 Notes
in book-entry form, see the summary at the end of this Section.

Paragraphs in italics are included by way of explanation only, and do not
constitute part of the terms and conditions of the Class A-2 Notes.

The issue of US$[600,000,000] Class A-1 Mortgaged Backed Pass Through Floating
Rate Notes due June 2037 (the "CLASS A-1 NOTES"), (euro)[500,000,000] Class A-2
Mortgage Backed Pass Through Floating Rate Notes due June 2037 (the "CLASS A-2
NOTES"), A$[500,000,000] Class A-3 Mortgage Backed Pass Through Floating Rate
Notes due June 2037 (the "CLASS A-3 NOTES" and, together with the Class A-1
Notes and the Class A-2 Notes, the "CLASS A NOTES"), A$[26,700,000] Class B
Mortgage Backed Pass Through Floating Rate Notes due June 2037 (the "CLASS B
NOTES"), and A$[8,600,000] Class C Mortgaged Backed Pass Through Floating Rate
Notes due June 2037 (the "CLASS C NOTES"), the Class A-3 Notes, the Class B
Notes and the Class C Notes together being the "A$ NOTES", and the Class A
Notes, the Class B Notes and the Class C Notes together being the "NOTES") of
Perpetual Trustees Consolidated Limited in its capacity as trustee of the
Crusade Global Trust No. 1 of 2005 (the "TRUST") (in such capacity, the
"ISSUER") was authorised by a resolution of the Board of Directors of the Issuer
passed on or around [*] 2005.

The Notes are:

(a)  issued subject to a Master Trust Deed (the "MASTER TRUST DEED") dated 14
     March 1998 between Perpetual Trustees Consolidated Limited, Crusade
     Management Limited (ABN 90 072 715 916) (in such capacity, the "MANAGER"
     and, in the capacity of residual income beneficiary under the Trust, the
     "RESIDUAL INCOME BENEFICIARY") and St.George Bank Limited (ABN 92 055 513
     070) ("ST.GEORGE"), a Supplementary Terms Notice (the "SUPPLEMENTARY TERMS
     NOTICE") dated on or around [*] 2005 between (among others) the Issuer, The
     Bank of New York (the Note Trustee for the time being, referred to as the
     "NOTE TRUSTEE") as trustee for the holders for the time being of the Class
     A-1 Notes (the "CLASS A-1 NOTEHOLDERS") and the Class A-2 Notes (the "CLASS
     A-2 NOTEHOLDERS" and, together with the Class A-1 Noteholders (the
     "RELEVANT NOTEHOLDERS") and the Relevant Noteholders together with the
     holders for the time being of the Class A-3 Notes, the "CLASS A
     Noteholders"), of the Class B Notes (the "CLASS B NOTEHOLDERS") and of the
     Class C Notes (the "CLASS C NOTEHOLDERS"), the Class A Noteholders, the
     Class B Noteholders and the Class C Noteholders together being, the
     "NOTEHOLDERS" and the Class A-3 Noteholders, the Class B Noteholders and
     the Class C Noteholders together being the "A$ NOTEHOLDERS") and the
     Manager, and these terms and conditions (the "CONDITIONS");



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(b)  in the case of the Class A-1 Notes and the Class A-2 Notes, issued subject
     to a Note Trust Deed dated on or around [*] 2005 (the "NOTE TRUST DEED")
     between the Issuer, the Manager and the Note Trustee; and

(c)  secured by a Security Trust Deed (the "SECURITY TRUST DEED") dated [*] 2005
     between the Issuer, the Manager, the Note Trustee and P.T. Limited (ABN 67
     004 454 666) (the security trustee for the time being, referred to as the
     "SECURITY TRUSTEE").

The statements set out below include summaries of, and are subject to the
detailed provisions of, the Master Trust Deed, the Supplementary Terms Notice,
the Security Trust Deed and the Note Trust Deed. Certain words and expressions
used herein have the meanings defined in those documents.

In accordance with an agency agreement (the "AGENCY AGREEMENT") dated on or
around [*] 2005 between the Issuer, the Manager, the Note Trustee and The Bank
of New York as principal paying agent (the "PRINCIPAL PAYING AGENT", which
expression includes its successors as Principal Paying Agent under the Agency
Agreement), The Bank of New York, as calculation agent (the "CALCULATION AGENT",
which expression includes its successors as Calculation Agent under the Agency
Agreement), and AIB/ BNY Fund Management (Ireland) Limited as Irish paying agent
(the "IRISH PAYING AGENT", which expression includes its successors under the
Agency Agreement), and under which further paying agents may be appointed
(together with the Principal Paying Agent and the Irish Paying Agent, the
"PAYING AGENTS", which expression includes the successors of each paying agent
as such under the Agency Agreement and any additional paying agents appointed),
payments in respect of the Class A-2 Notes will be made by the Paying Agents and
the Calculation Agent will make the determinations specified in the Agency
Agreement.

The Class A-2 Noteholders will be entitled (directly or indirectly) to the
benefit of, will be bound by, and will be deemed to have notice of, all the
provisions of the Conditions, the Master Trust Deed, the Supplementary Terms
Notice, the Security Trust Deed, the Note Trust Deed, the Servicing Agreement
(the "SERVICING AGREEMENT") dated 14 March 1998 and made between Perpetual
Trustees Consolidated Limited, the Manager and St.George as servicer (together
with any substitute or successor, the "SERVICER"), the Custodian Agreement (the
"CUSTODIAN AGREEMENT") dated 14 March 1998 and made between Perpetual Trustees
Consolidated Limited, the Manager and St.George Custodial Pty Ltd as custodian
(together with any substitute or successor, the "CUSTODIAN") and the Indemnity
(the "INDEMNITY") dated 14 March 1998 between St.George as indemnifier (in such
capacity, the "INDEMNIFIER"), the Manager, the Custodian and Perpetual Trustees
Consolidated Limited (together with the agreements with respect to the Basis
Swap, the Fixed-Floating Rate Swap and the Currency Swap (as each such term is
defined below), those documents, together with certain other transaction
documents, the "TRANSACTION DOCUMENTS"). Copies of the Transaction Documents are
available for inspection at the principal office of the Note Trustee, being at
the date hereof 101 Barclay Street, Floor 21 West, New York, New York 10286,
United States of America, at the registered office of the Irish Paying Agent at
Guild House, Guild Street, Dublin 1, Republic of Ireland, and the office of the
Issuer.

In connection with the issue of the Notes, the Issuer has entered into an ISDA
(defined below) master interest rate exchange agreement dated on or around [*]
2005 with St.George (the "BASIS SWAP PROVIDER") together with one confirmation
relating thereto dated on or around [*] 2005 (the "BASIS SWAP"). The Issuer has
also entered into an ISDA master interest rate exchange agreement dated on or
around [*] 2005 with St.George (the "FIXED-FLOATING RATE SWAP PROVIDER")
together with one confirmation relating thereto dated on or around [*] 2005 (the
"FIXED-FLOATING RATE SWAP"). The Issuer has also entered into an ISDA master



NOTE TRUST DEED                                    [Allens Arthur Robinson LOGO]
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currency exchange agreement dated on or around [*] 2005 with The Royal Bank of
Scotland plc (the "CURRENCY SWAP PROVIDER" and, together with the Basis Swap
Provider and the Fixed-Floating Rate Swap Provider, the "SWAP PROVIDERS")
together with one schedule and confirmation relating thereto dated on or around
[*] 2005 in respect of the swap transaction relating to the Class A-2 Notes (the
"CURRENCY SWAP").

Each Class A-2 Note, whether in the form of a Class A-2 Book-Entry Note or a
Definitive Note will bear the following legend: "THIS CLASS A-2 NOTE HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED, (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND, AS A MATTER OF U.S. LAW, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE LATER OF THE CLOSING DATE AND THE COMMENCEMENT OF THE OFFERING OF THE
CLASS A-2 NOTES, MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES."

Each Book-Entry Note will also bear the following legend: "This book-entry note
is a global bond for the purposes of section 128F(10) of the Income Tax
Assessment Act 1936 of the Commonwealth of Australia".

1.   FORM, DENOMINATION AND TITLE

The Class A-2 Notes are issued in registered form, in minimum denominations of
(euro)100,000 and integral multiples thereof.

Each Class A-2 Note (whether in global or definitive form) is not a document of
title. Title shall be determined by entry in the Note Register and only the duly
registered holder from time to time is entitled to payments in respect of a
Class A-2 Note.

Each Class A-2 Note will be represented initially by a book-entry note in
registered form (each a "CLASS A-2 BOOK-ENTRY NOTE") registered in the name of
The Bank of New York Depositary (Nominees) Limited and deposited with the Common
Depository in respect of the Class A-2 Notes. Beneficial interests in the Class
A-2 Book-Entry Notes will be shown on, and transfers thereof will be effected
only through, records maintained by Euroclear or Clearstream, Luxembourg and
their participants. Euroclear and Clearstream, Luxembourg may hold interests in
the Class A-2 Book-Entry Notes on behalf of persons who have accounts with
Euroclear and Clearstream, Luxembourg through accounts maintained in the names
of Euroclear or Clearstream, Luxembourg.

If the Issuer is obliged to issue Definitive Class A-2 Notes under clause 3.4 of
the Note Trust Deed, interests in the applicable Class A-2 Book-Entry Note will
be transferred to the beneficial owners thereof in the form of Definitive Class
A-2 Notes, without interest coupons, in the denominations set forth above. A
Definitive Class A-2 Note will be issued to each Class A-2 Noteholder in respect
of its registered holding or holdings of Class A-2 Notes against delivery by
such Class A-2 Noteholder of a written order containing instructions and such
other information as the Issuer and The Bank of New York, acting as a note
registrar (the "NOTE REGISTRAR") may require to complete, execute and deliver
such Definitive Class A-2 Notes. In such circumstances, the Issuer will cause
sufficient Definitive Class A-2 Notes to be executed and delivered to the Note
Registrar for completion, authentication (by the Principal Paying Agent) and
dispatch to the relevant Class A-2 Noteholders.



NOTE TRUST DEED                                    [Allens Arthur Robinson LOGO]
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2.   STATUS, SECURITY AND RELATIONSHIP BETWEEN THE NOTES

The Notes are secured by a floating security over all of the assets of the Trust
(which include, among other things, the Purchased Loans (as defined below) and
the Mortgages (as defined below) and related securities) granted by the Issuer
under the Security Trust Deed) (the "ASSETS") and within each class will rank
pari passu and rateably without any preference or priority among themselves.

The Class A-2 Notes are issued subject to the Master Trust Deed and the
Supplementary Terms Notice and are secured by the same security as secures the
A$ Notes and the Class A-1 Notes and, the Class A-2 Notes, the Class A-1 Notes
and the Class A-3 Notes, will rank in priority to the Class B Notes and Class C
Notes in the event of the security being enforced and in respect of principal
and interest (as set out in Conditions 4 and 5).

The proceeds of the issue of the Class A-1 Notes, the Class A-2 Notes and the A$
Notes are to be used by the Issuer to purchase an equitable interest in certain
housing loans (the "LOANS") and certain related mortgages (the "MORTGAGES") from
St.George as an approved seller (the "APPROVED SELLER"), establish the Liquidity
Reserve and to invest in such Authorised Investments as the Manager may specify
from time to time.

In the event that the security for the Class A-2 Notes is enforced and the
proceeds of such enforcement are insufficient, after payment of all other claims
ranking in priority to or pari passu with the Class A Notes under the Security
Trust Deed, to pay in full all principal and interest and other amounts
whatsoever due in respect of the Class A Notes, then the Class A Noteholders
shall have no further claim against the Issuer in respect of any such unpaid
amounts.

The net proceeds of realisation of the Assets of the Trust (including following
enforcement of the Security Trust Deed) may be insufficient to pay all amounts
due to the Noteholders. Save in certain limited circumstances the other assets
of the Issuer will not be available for payment of any shortfall arising and all
claims in respect of such shortfall shall be extinguished (see further Condition
15). None of the Servicer, the Manager, St.George, the Note Trustee, the
Security Trustee, the Swap Providers, the Paying Agents, the Calculation Agent
or the Note Managers (as defined in the Supplementary Terms Notice) has any
obligation to any Noteholder for payment of any amount by the Issuer in respect
of the Notes.

The Note Trust Deed contains provisions requiring the Note Trustee to have
regard to the interests of Class A-2 Noteholders as regards all the powers,
trusts, authorities, duties and discretions of the Note Trustee (except where
expressly provided otherwise).

The Security Trust Deed contains provisions requiring the Security Trustee,
subject to the other provisions of the Security Trust Deed, to give priority to
the interests of the Class A Noteholders, if there is a conflict between the
interest of such Noteholders and any other Voting Mortgagee (as defined below).

3.   COVENANTS OF THE ISSUER

So long as any of the Class A-2 Notes remains outstanding, the Issuer has made
certain covenants for the benefit of the Noteholders which are set out in the
Master Trust Deed.

These covenants include the following:

(a)  The Issuer shall act continuously as trustee of the Trust until the Trust
     is terminated as provided by the Master Trust Deed or the Issuer has
     retired or been removed from office in the manner provided under the Master
     Trust Deed.



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(b)  The Issuer shall:

     (i)  act honestly and in good faith and comply with all relevant material
          laws in the performance of its duties and in the exercise of its
          discretions under the Master Trust Deed;

     (ii) subject to the Master Trust Deed, exercise such diligence and prudence
          as a prudent person of business would exercise in performing its
          express functions and in exercising its discretions under the Master
          Trust Deed, having regard to the interests of the Noteholders and
          other creditors and beneficiaries of the Trust;

     (iii) use its best endeavours to carry on and conduct its business in so
          far as it relates to the Master Trust Deed in a proper and efficient
          manner;

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

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

     (vi) do everything and take all such actions which are necessary (including
          obtaining all appropriate authorisations which relate to it as trustee
          of the Trust and taking all actions necessary to assist the Manager to
          obtain all other appropriate authorisations) to ensure that it is able
          to exercise all its powers and remedies and perform all its
          obligations under the Master Trust Deed, the Transaction Documents and
          all other deeds, agreements and other arrangements entered into by the
          Issuer under the Master Trust Deed;

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

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

     (ix) except as contemplated or required by the Transaction Documents, not,
          in respect of the Trust, guarantee or become obligated for the debts
          of any other entity or hold out its credit as being available to
          settle the obligations of others;

     (x)  comply with the rules and regulations of the Irish Stock Exchange
          Limited (the "IRISH STOCK EXCHANGE"); and

     (xi) within 45 days of notice from the Manager to do so, remove any of its
          agents or delegates that breaches any obligation imposed on the Issuer
          under the Master Trust Deed or any other Transaction Document where
          the Manager believes it will have a Material Adverse Affect.

(c)  Except as provided in any Transaction Document (and other than the charge
     given to the Security Trustee), the Issuer shall not, nor shall it permit
     any of its officers to, sell, mortgage, charge or otherwise encumber or
     part with possession of any Asset of the Trust.

(d)  The Issuer covenants that it will duly observe and perform the covenants
     and obligations of the Master Trust Deed, and the Issuer will be personally
     liable to the Servicer, the Noteholders, the Residual Income Beneficiary,
     the Note Managers, the Note Trustee or other creditors of the Trust, as the
     case



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     may be, only to the extent that there has been a reduction in its indemnity
     from the Assets as a result of its negligence, fraud or Default (as defined
     in Condition 15(b)(vii) "Liability of Trustee limited to its right of
     indemnity"). The Issuer is not responsible for the acts or omissions of its
     agents and delegates (including persons referred to in clause 17.6 of the
     Master Trust Deed) selected by the Issuer in good faith and using
     reasonable care, except where the Issuer expressly instructs the agent or
     delegate to do (or omit to do) the relevant act, if the Issuer is aware of
     the default of the agent or delegate and does not take the action available
     to it under the Transaction Documents to address the act or omission or
     where the Transaction Documents expressly provide that the Issuer is so
     liable.

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

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

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

4.   INTEREST

(A)  PAYMENT DATES

Each Class A-2 Note bears interest on its Invested Amount (as defined below)
from and including [17] March 2005 or such later date as may be agreed between
the Issuer and the Joint Managers (as defined in the Subscription Agreement) for
the issue of the Class A-2 Notes (the "CLOSING DATE"). Interest in respect of
the Class A-2 Notes will be payable quarterly in arrears on 17 June 2005 in
respect of the period from (and including) the Closing Date and ending on (but
excluding) 17 June 2005 (the "FIRST QUARTERLY PAYMENT DATE"). If any Payment
Date would otherwise fall on a day which is not a Business Day, it shall be
postponed to the next day which is a Business Day, unless it would thereby fall
into the next calendar month, in which case the due date shall be brought
forward to the immediately preceding Business Day. The final Quarterly Payment
Date will be the earlier of the Final Maturity Date and the Payment Date on
which the Notes are redeemed in full.

"BUSINESS DAY" in these Conditions means any day, other than a Saturday, Sunday
or public holiday, on which Banks are open for business in London, New York,
Sydney and The Trans-European Real-Time Gross Settlement Express Transfer
(TARGET) System or any successor to it is open.

The period beginning on (and including) the Closing Date and ending on (but
excluding) the first Quarterly Payment Date, and each successive period
beginning on (and including) a Quarterly Payment Date and ending on (but
excluding) the next Quarterly Payment Date and the final period referred to
below is called an "INTEREST PERIOD". Interest payable on a Class A-2 Note in
respect of any Interest Period or any other period will be calculated on the
basis of the actual number of days elapsed and a 360 day year.

     Interest shall cease to accrue on any Class A-2 Note from (and including):

     (i)  the date on which the Stated Amount of that Class A-2 Note is reduced
          to zero (provided that interest shall thereafter begin to accrue from
          (and including) any date on which the Stated Amount of that Class A-2
          Note becomes greater than zero); or

     (ii) if the Stated Amount on the due date for redemption in full of that
          Class A-2 Note is not zero, the due date for redemption in full of
          that Class A-2 Note, unless, after the due date for redemption,



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          payment of principal due is improperly withheld or refused, following
          which interest shall continue to accrue on the Invested Amount of the
          Class A-2 Note at the rate from time to time applicable to the Class
          A-2 Notes until the later of:

          (A)  the date on which the moneys in respect of that Class A-2 Note
               have been received by the Note Trustee or the Principal Paying
               Agent and notice to that effect is given in accordance with
               Condition 12 "Notices"; and

          (B)  the Stated Amount of that Class A-2 Note has been reduced to zero
               (provided that interest shall thereafter begin to accrue from
               (and including) any date on which the Stated Amount of that Class
               A-2 Note becomes greater than zero).

(B)  INTEREST RATE

The rate of interest applicable from time to time to the Class A-2 Notes (the
"INTEREST RATE") will be determined by the Calculation Agent on the basis of the
following paragraphs.

On the second EURIBOR Business Day before the beginning of each Interest Period
(each an "INTEREST DETERMINATION DATE"), the Calculation Agent will determine
"EURIBOR", which is the rate "EUR-EURIBOR - Telerate", as the applicable
Floating Rate Option under the Definitions of the International Swaps and
Derivatives Association, Inc. ("ISDA") incorporating the 2000 ISDA Definitions,
as amended and updated as at the Note Issue Date (the "ISDA DEFINITIONS") being
applicable for deposits in Euros for a period of three months which appears on
the Telerate Page 248 as of 11.00 am, Brussels time, on the relevant Interest
Determination Date. If such rate does not appear on the Telerate Page 248, the
rate for that Interest Period will be determined as if the Issuer and the
Calculation Agent had specified "EUR-EURIBOR-REFERENCE BANKS" as the applicable
Floating Rate Option under the ISDA Definitions. "EUR-EURIBOR-REFERENCE BANKS"
means that the rate for an Interest Period for a Class A-2 Note will be
determined on the basis of the rates at which deposits in Euros are offered by
four major banks in the Euro-zone interbank market agreed to by the Calculation
Agent and the Currency Swap Provider (the "REFERENCE BANKS") at approximately
11.00 am, Brussels time, on the relevant Interest Determination Date to prime
banks in the Euro-zone interbank market for a period of three months commencing
on the first day of the Interest Period and in a Representative Amount (as
defined in the ISDA Definitions). The Calculation Agent will request the
principal Euro-zone office of each of the Reference Banks to provide a quotation
of its rate. If at least two such quotations are provided by Reference Banks to
the Calculation Agent, the rate for that Interest Period will be the arithmetic
mean of the quotations. If fewer than two quotations are provided by Reference
Banks to the Calculation Agent following the Calculation Agent's request, the
rate for that Interest Period will be the arithmetic mean of the rates quoted by
four major banks in the Euro-zone, selected by the Calculation Agent and the
Currency Swap Provider, at approximately 11.00 am, Brussels time, on that
Interest Determination Date for loans in Euros to leading European banks for a
period of 3 months commencing on the first day of the Interest Period and in a
Representative Amount. If no such rates are available in the Euro-zone, then the
rate for such Interest Period will be the most recently determined rate in
accordance with this definition.

In this definition of EURIBOR, EURIBOR BUSINESS DAY means any day on which the
Trans-European Real-Time Gross Settlement Express Transfer (TARGET) System or
any successor to it is open.

There is no maximum or minimum Interest Rate.



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(C)  DETERMINATION OF INTEREST RATE AND CALCULATION OF INTEREST

The Calculation Agent will, as soon as practicable after 11.00 am (Brussels
time) on each Interest Determination Date, determine the relevant Interest Rate
applicable to, and calculate the amount of interest payable on each Class A-2
Note (the "INTEREST") for the immediately succeeding Interest Period. The
Interest is calculated by applying the Interest Rate for the relevant Class A-2
Notes to the relevant Invested Amount of the relevant Class A-2 Note on the
first day of the next Interest Period, multiplying such product by the actual
number of days in the relevant Interest Period and dividing by 360 and rounding
the resultant figure down to the nearest cent. The determination of the Interest
Rate and the Interest by the Calculation Agent shall (in the absence of manifest
error) be final and binding upon all parties.

(D)  NOTIFICATION AND PUBLICATION OF INTEREST RATE AND INTEREST

The Calculation Agent will cause the Interest Rate and the Interest applicable
to the Class A-2 Notes for each Interest Period and the relevant Quarterly
Payment Date to be notified to the Issuer, the Manager, the Note Trustee, the
Paying Agents, the Currency Swap Provider and the Irish Stock Exchange and the
Manager on behalf of the Issuer will cause the same to be published in
accordance with Condition 12 "Notices" on or as soon as possible after the date
of commencement of the relevant Interest Period. The Interest and the relevant
Quarterly Payment Date so published may subsequently be amended (or appropriate
alternative arrangements made by way of adjustment) without notice in the event
of a shortening of the Interest Period.

(E)  DETERMINATION OR CALCULATION BY THE MANAGER

If the Calculation Agent at any time for any reason does not determine the
Interest Rate or calculate the Interest for the Class A-2 Notes, the Manager
shall do so and each such determination or calculation shall be deemed to have
been made by the Calculation Agent. In doing so, the Manager shall apply the
foregoing provisions of this Condition, with any necessary consequential
amendments, to the extent that it can do so, and, in all other respects it shall
do so in such a manner as it reasonably considers to be fair and reasonable in
all the circumstances.

(F)  CALCULATION AGENT

The Issuer will procure that, so long as any of the Class A-2 Notes remains
outstanding, there will at all times be a Calculation Agent. The Issuer, or the
Manager with the consent of the Issuer (such consent not to be unreasonably
withheld), reserves the right at any time to terminate the appointment of the
Calculation Agent immediately on the occurrence of certain specified events or
otherwise, with the prior written approval of the Note Trustee, by giving not
less than 60 days' notice in writing to, inter alia, the Calculation Agent.
Notice of that termination will be given to the Class A-2 Noteholders, and any
stock exchange or other relevant authority on which the Class A-2 Notes are
listed and/or traded, in accordance with the Agency Agreement. If any person is
unable or unwilling to continue to act as the Calculation Agent, or if the
appointment of the Calculation Agent is terminated, the Issuer will, with the
prior written approval of the Note Trustee, appoint a successor Calculation
Agent to act as such in its place, provided that neither the resignation nor
removal of the Calculation Agent shall take effect until a successor approved by
the Note Trustee has been appointed.

(G)  INCOME DISTRIBUTION

On each Quarterly Payment Date, and based on the calculations, instructions and
directions provided to it by the Manager, the Issuer must pay or cause to be
paid out of Total Available Funds, in relation to the



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Quarterly Collection Period (defined below) ending immediately before that
Quarterly Payment Date, the amounts specified in clause 5.1(c) of the
Supplementary Terms Notice in the order of priority specified in that clause.

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

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

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

5.   REDEMPTION

Capitalised terms in this Condition 5 have the same meaning given in the
Supplementary Terms Notice unless otherwise defined in this document.

(A)  MANDATORY REDEMPTION IN PART FROM PRINCIPAL COLLECTIONS AND APPORTIONMENT
     OF PRINCIPAL COLLECTIONS BETWEEN THE CLASS A-1 NOTES, THE CLASS A-2 NOTES
     AND THE A$ NOTES

     The Class A-2 Notes shall be subject to mandatory redemption in part on any
     Quarterly Payment Date if on that date there are any Principal Collections
     (as defined below) available to be distributed in relation to such Class
     A-2 Notes. The principal amount so redeemable in respect of each Class A-2
     Note prior to enforcement of the Security Trust Deed (each a "PRINCIPAL
     PAYMENT") on any Quarterly Payment Date shall be the amount available for
     payment in respect of the Class A-2 Notes as set out in Condition 5(b) on
     the day which is two Business Days prior to the Quarterly Payment Date (the
     "QUARTERLY DETERMINATION DATE") divided by the aggregate Invested Amount of
     all Class A-2 Notes, multiplied by the Invested Amount of that Note,
     provided always that no Principal Payment on a Class A-2 Note on any date
     may exceed the amount equal to the Invested Amount of that Class A-2 Note
     at that date, less amounts charged off as at that date and not to be
     reinstated on the next Quarterly Payment Date, or to be charged off on the
     Quarterly Payment Date, as described in Condition 5(c) (that reduced amount
     being the "STATED AMOUNT" of that Class A-2 Note).

Notice of amounts to be redeemed will be provided by the Manager to the Issuer,
the Calculation Agent, the Principal Paying Agent and the Note Trustee.

Following notification of the amount to be redeemed for each Quarterly Payment
Date, the Manager will determine the Bond Factor for the Class A-2 Notes as of
such Quarterly Payment Date and will notify the Issuer, the Calculation Agent,
the Principal Paying Agent and the Note Trustee of this amount and shall cause
the Bond Factor to be published pursuant to Condition 12.

(B)  PRINCIPAL DISTRIBUTIONS ON NOTES

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



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

     (ii) then:

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

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

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

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

(C)  GENERAL

     No amount of principal will be paid to a Noteholder in excess of the
     Invested Amount applicable to the Notes held by that Noteholder.

(D)  EXCESS AVAILABLE INCOME - REIMBURSEMENT OF CHARGE OFFS, PRINCIPAL DRAWS AND
     LIQUIDITY DRAWS

(i)  General

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

(ii) Distribution of Excess Available Income

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

(E)  EXCESS DISTRIBUTION

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

(F)  EURO ACCOUNT

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



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     If any of the Issuer, the Manager or the Servicer receives any amount
     denominated in (euro) from the Currency Swap Provider under a Currency
     Swap, they will promptly pay that amount to the credit of the Euro Account.

     The Issuer shall, on the direction of the Manager, or shall require that
     the Paying Agent on its behalf, pay all amounts credited to the Euro
     Account by the Currency Swap Provider as specified in clause 5.18 of the
     Supplementary Terms Notice, and in accordance with the Note Trust Deed and
     the Agency Agreement.

(G)  CHARGE OFFS

     If the Principal Charge Offs for any Quarterly Collection Period exceed the
     Excess Available Income calculated on the Quarterly Determination Date for
     that Quarterly Collection Period, the Manager must, on and with effect from
     the Quarterly Payment Date immediately following the end of the Quarterly
     Collection Period comply with clause 5.14 of the Supplementary Terms
     Notice.

(H)  CALCULATION OF PRINCIPAL PAYMENTS AND STATED AMOUNT

     On (or as soon as practicable after) each Determination Date, the Manager
     shall (A) calculate the amount of principal to be repaid in respect of each
     Class A-2 Note, due on the next Payment Date following that Determination
     Date, (B) the Stated Amount and Invested Amount of each Note on the first
     day of the next following Interest Period (after deducting any principal
     due to be made on the next Payment Date); and (C) the Bond Factor for each
     Class of Note on each Quarterly Determination Date in respect of the
     Collection Period ending before that Quarterly Determination Date.

     The Manager will notify the Issuer, the Note Trustee, the Principal Paying
     Agent and the Calculation Agent by not later than (or as soon as
     practicable after) the Quarterly Determination Date immediately preceding
     the relevant Quarterly Payment Date of each such determination and will
     immediately cause details of each of those determinations to be published
     in accordance with Condition 12 by one Business Day before the relevant
     Payment Date. If no Principal Payment is due to be made on the Class A-2
     Notes on any Payment Date a notice to this effect will be given to the
     Class A-2 Noteholders in accordance with Condition 12.

(I)  CALL

     The Issuer must, when so directed by the Manager (at the Manager's option),
     purchase or redeem all, but not some only, of the Class A-2 Notes in
     accordance with, and in the circumstances specified in clause 7.1 of the
     Supplementary Terms Notice.

     Section 7.1 of the Supplementary Terms Notice requires the Issuer to give
     not more than 60 nor less than 45 days' notice to the Class A-2 Noteholders
     of a repurchase under that section 7.1.

(J)  REDEMPTION FOR TAXATION OR OTHER REASONS

If the Manager satisfies the Issuer and the Note Trustee immediately prior to
giving the notice referred to below that either:

(i)  on the next Quarterly Payment Date the Issuer would be required to deduct
     or withhold from any payment of principal or interest in respect of the
     Class A-2 Notes or the Currency Swap any amount for or on account of any
     present or future taxes, duties, assessments or governmental charges of
     whatever



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     nature imposed, levied, collected, withheld or assessed by the Commonwealth
     of Australia or any of its political sub-divisions or any of its
     authorities; or

(ii) the total amount payable in respect of interest in relation to any of the
     Loans for a Collection Period ceases to be receivable (whether or not
     actually received) by the Issuer during such Collection Period (but, for
     the avoidance of doubt, this paragraph (ii) does not apply to the failure
     by the Issuer to receive any interest on any Purchased Receivable merely by
     reason of the failure by the relevant Obligors to pay that interest in
     breach of the relevant Receivable Agreement),

the Issuer must, when so directed by the Manager, at the Manager's option,
(subject to the provisions specified in clause 7.1 of the Supplementary Terms
Notice) redeem all, but not some only, of the Class A-2 Notes in accordance with
clause 7.1 of the Supplementary Terms Notice.

(K)  REDEMPTION ON FINAL MATURITY

     If not otherwise redeemed, the Class A-2 Notes will be redeemed at their
     Stated Amount on the Quarterly Payment Date falling in June 2037.

(L)  CANCELLATION

     All Class A-2 Notes redeemed in full pursuant to the above provisions will
     be cancelled forthwith, and may not be resold or reissued.

(M)  CERTIFICATION

     For the purposes of any redemption made pursuant to this Condition 5, the
     Note Trustee may rely upon an Officer's Certificate under the Note Trust
     Deed from the Manager on behalf of the Issuer certifying or stating the
     opinion of each person signing such certificate as:

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

     (ii) that in the opinion of such person the proposed release will not
          impair the security under the Security Trust Deed in contravention of
          the provisions of the Security Trust Deed or the Note Trust Deed; and

     (iii) that the Issuer will be in a position to discharge all its
          liabilities in respect of the relevant Class A-2 Notes and any amounts
          required under the Security Trust Deed to be paid in priority to or
          pari passu with those Class A-2 Notes,

     and such Officer's Certificate shall be conclusive and binding on the
     Trustee, the Note Trustee and the holders of those Class A-2 Notes.

6.   PAYMENTS

(A)  METHOD OF PAYMENT

Any instalment of interest or principal payable on any Class A-2 Note which is
punctually paid or duly provided for by the Issuer to the Principal Paying Agent
on the applicable Quarterly Payment Date or Final Maturity Date shall be paid to
the person in whose name such Class A-2 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
Class A-2 Notes have been issued pursuant to clause 3.4 of the Note Trust Deed,
with respect to Class A-2 Notes registered on the Record Date in the name of the



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nominee of the Clearing Agencies (initially in respect of the Class A-2 Notes
such Clearing Agencies to be Euroclear or Clearstream, Luxembourg and such
nominee to be Bank of New York Depository (Nominees) Limited, the nominee of the
Common Depository, payment will be made by wire transfer in immediately
available funds to the account designated by such nominee and except for the
final instalment of principal payable with respect to such Class A-2 Note on a
Quarterly Payment Date or Final Maturity Date.

Payments are subject in all cases to any fiscal or other laws or regulations
applicable in the place of payment.

(B)  INITIAL PRINCIPAL PAYING AGENT AND INITIAL IRISH PAYING AGENT

The initial Principal Paying Agent is The Bank of New York acting through its
office at 48th Floor, 1 Canada Square, London E14 5AL, United Kingdom. The
initial Irish Paying Agent is AIB/BNY Fund Management (Ireland) Limited at its
registered office at Guild House, Guild Street, Dublin 1, Republic of Ireland.

(C)  PAYING AGENTS

The Issuer (or the Manager on its behalf with the consent of the Issuer, such
consent not to be unreasonably withheld) may at any time with the prior written
consent of the Note Trustee vary or terminate the appointment of any Paying
Agent and appoint additional or other Paying Agents, provided that it will at
all times maintain a Principal Paying Agent and will maintain at all times a
Paying Agent having a paying office in the United Kingdom (in respect of the
Class A-2 Notes) and, for so long as the Class A-2 Notes are listed on the Irish
Stock Exchange, there will be a Paying Agent with a paying office in the
Republic of Ireland for so long as it is necessary to do so to comply with the
Irish Stock Exchange's listing requirements.

The Manager shall procure that the Trustee maintains the appointment of, if
European Council Directive 2003/48/EC or any other directive implementing the
conclusions of the ECOFIN Council Meeting of 26-27 November 2000 is brought into
force, a Paying Agent in a member state of the European Union that will not be
obliged to withhold or deduct tax pursuant to any such directive or any law
implementing or complying with, or introduced to conform with, such directive.

(D)  PAYMENT ON BUSINESS DAYS

Payments in respect of any amount of principal or Interest in respect of any
Class A-2 Note shall be made on a Business Day. If the due date for payment of
any amount of principal or Interest in respect of any Class A-2 Note is not a
Business Day then payment will not be made until the next succeeding Business
Day unless that day falls in the next calendar month, in which case the due date
will be the preceding Business Day and the holder of that Class A-2 Note shall
not be entitled to any further interest or other payment in respect of that
delay.

(E)  INTEREST ON UNPAID INTEREST

If Interest is not paid in respect of a Class A-2 Note on the date when due and
payable (other than because the due date is not a Business Day), that unpaid
Interest shall itself bear interest at the relevant Interest Rate applicable
from time to time to the relevant Class A-2 Notes until the unpaid Interest, and
interest on it, is available for payment and notice of that availability has
been duly given in accordance with Condition 12 "Notices".

7.   TAXATION

All payments in respect of the Class A-2 Notes will be made without withholding
or deduction for, or on account of, any present or future taxes, duties or
charges of whatsoever nature unless the Issuer, any Paying



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Agent or the Currency Swap Provider is required by applicable law to make any
such payment in respect of the Class A-2 Notes subject to any withholding or
deduction for, or on account of, any present or future taxes, duties or charges
of whatever nature. In that event the Issuer, that Paying Agent or the Currency
Swap Provider (as the case may be) shall make such payment after such
withholding or deduction has been made and shall account to the relevant
authorities for the amount so required to be withheld or deducted. Neither the
Issuer, any Paying Agent or the Currency Swap Provider will be obliged to make
any additional payments to Class A-2 Noteholders in respect of that withholding
or deduction.

8.   PRESCRIPTION

A Class A-2 Note shall become void in its entirety unless surrendered for
payment within 10 years of the Relevant Date in respect of any payment on it the
effect of which would be to reduce the relevant Stated Amount (in the case of
final maturity, if applicable) or the relevant Invested Amount of that Class A-2
Note to zero. After the date on which a Class A-2 Note becomes void in its
entirety, no claim may be made in respect of it.

As used in these Conditions, the "RELEVANT DATE" means the date on which a
payment first becomes due but, if the full amount of the money payable has not
been received in London by the Principal Paying Agent or the Note Trustee on or
prior to that date, it means the date on which, the full amount of such money
having been so received, notice to that effect is duly given by the Principal
Paying Agent in accordance with Condition 12 "Notices".

9.   EVENTS OF DEFAULT

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

In the event that the security constituted by the Security Trust Deed becomes
enforceable following an event of default under the Notes any funds resulting
from the realisation of such security shall be applied in accordance with the
order of priority of payments as stated in the Security Trust Deed.

10.  ENFORCEMENT

     At any time after an Event of Default occurs, the Security Trustee shall
     (subject to being appropriately indemnified), if so directed by (a) the
     Noteholder Mortgagees (as defined in the Security Trust Deed) alone, where
     the Noteholder Mortgagees are the only Voting Mortgagees, or otherwise (b)
     an "Extraordinary Resolution of the Voting Mortgagees" (being 75% of votes
     capable of being cast by Voting Mortgagees present in person or by proxy of
     the relevant meeting or a written resolution signed by all Voting
     Mortgagees), which includes the Note Trustee on behalf of the Class A-2
     Noteholders, but not, unless the Note Trustee has become bound to take
     steps and/or proceed under the Security Trust Deed and fails to do so
     within a reasonable period of time and such failure is continuing, the
     Class A-2 Noteholders themselves), declare the Class A Notes immediately
     due and payable and declare the security to be enforceable. If an
     Extraordinary Resolution of Voting Mortgagees referred to above elects not
     to direct the Security Trustee to enforce the Security Trust Deed, in
     circumstances where the Security Trustee could enforce, the Noteholder
     Mortgagees (in the case of the Class A-2 Noteholders, as represented by the
     Note Trustee acting at the direction of the Class A-2 Noteholders) may
     nevertheless direct the Security Trustee to enforce the Security Trust Deed
     on behalf of the Noteholders.



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     "VOTING MORTGAGEE" has the meaning given to it in the Supplementary Terms
     Notice.

     Any reference to the Noteholder Mortgagees while they are the only Voting
     Mortgagees or where their consent is required under the Security Trust Deed
     in relation to a direction or act of the Security Trustee, means Noteholder
     Mortgagees representing more than 50% of the aggregate Invested Amount of
     the Class A-2 Notes and the A$ Notes.

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

     No Class A-2 Noteholder is entitled to enforce the Security Trust Deed or
     to appoint or cause to be appointed a receiver to any of the assets secured
     by the Security Trust Deed or otherwise to exercise any power conferred by
     the terms of any applicable law on chargees except as provided in the
     Security Trust Deed.

     If any of the Class A-2 Notes remains outstanding and is due and payable
     otherwise than by reason of a default in payment of any amount due on the
     Class A-2 Notes, the Note Trustee must not vote under the Security Trust
     Deed to, or otherwise direct the Security Trustee to, dispose of the
     Mortgaged Property unless either:

     (a)  the Note Trustee is of the opinion, reached after considering at any
          time the advice of a merchant bank or other financial adviser selected
          by the Note Trustee in its sole and absolute discretion (the cost of
          such advice shall be an Expense payable to the Note Trustee), that a
          sufficient amount would be realised to discharge in full all amounts
          owing to the Class A-2 Noteholders and any other amounts payable by
          the Issuer ranking in priority to or pari passu with the Class A-2
          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 in its sole and
          absolute discretion (the cost of such advice shall be an Expense
          payable to the Note Trustee), that the cash flow receivable by the
          Issuer (or the Security Trustee under the Security Trust Deed) will
          not (or that there is a significant risk that it will not) be
          sufficient, having regard to any other relevant actual, contingent or
          prospective liabilities of the Issuer, to discharge in full in due
          course all the amounts referred to in paragraph (a) above.

     Except in the case of negligence, fraud or breach of trust (in the case of
     the Security Trustee) or negligence, fraud or wilful default (in the case
     of the Note Trustee), neither the Note Trustee nor the Security Trustee
     will be liable for any decline in the value, nor any loss realised upon any
     sale or other dispositions made under the Security Trust Deed, of any
     Mortgaged Property or any other property which is charged to the Security
     Trustee by any other person in respect of or relating to the obligations of
     the Issuer or any third party in respect of the Issuer or the Class A-2
     Notes or relating in any way to the Mortgaged Property. Without limitation,
     neither the Note Trustee nor the Security Trustee shall be liable for any
     such decline or loss directly or indirectly arising from its acting, or
     failing to act, as a



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     consequence of a reasonable opinion reached by it in good faith based on
     advice received by it in accordance with the Note Trust Deed or the
     Security Trust Deed, as the case may be.

     Subject to the provisions of the Note Trust Deed (including clause 37.2),
     the Note Trustee shall not be bound to vote under the Security Trust Deed,
     or otherwise direct the Security Trustee under the Security Trust Deed, or
     to take any proceedings, actions or steps under, or any other proceedings
     pursuant to or in connection with the Security Trust Deed, the Note Trust
     Deed or any Class A-2 Notes on behalf of the Class A-2 Noteholders unless
     directed or requested to do so by an Extraordinary Resolution of the Class
     A-2 Noteholders at the time; and then only if the Note Trustee is
     indemnified to its satisfaction against all action, proceedings, claims and
     demands to which it may render itself liable and all costs, charges,
     damages and expenses which it may incur by so doing.

     Only the Security Trustee may enforce the provisions of the Security Trust
     Deed and neither the Note Trustee nor any Class A-2 Noteholder is entitled
     to proceed directly against the Issuer to enforce the performance of any of
     the provisions of the Security Trust Deed or the Class A-2 Notes (including
     these Conditions) except as provided for in the Security Trust Deed and the
     Note Trust Deed.

     The rights, remedies and discretions of the Class A-2 Noteholders under the
     Security Trust Deed, including all rights to vote or give instructions or
     consent, can only be exercised by the Note Trustee on behalf of the Class
     A-2 Noteholders in accordance with the Security Trust Deed. The Security
     Trustee may rely on any instructions or directions given to it by the Note
     Trustee as being given on behalf of the Class A-2 Noteholders from time to
     time and need not enquire whether the Note Trustee or the Noteholders from
     time to time have complied with any requirements under the Note Trust Deed
     or as to the reasonableness or otherwise of the Note Trustee. The Security
     Trustee is not obliged to take any action, give any consent or waiver or
     make any determination under the Security Trust Deed without being directed
     to do so by the Note Trustee or the Voting Mortgagees in accordance with
     the Security Trust Deed.

     Prior to the Security Trustee becoming actually aware of the occurrence of
     an Event of Default and provided that it has been indemnified in accordance
     with the Security Trust Deed, the Security Trustee may enforce the Security
     Trust Deed without an Extraordinary Resolution of the Voting Mortgagees if
     it believes (in its absolute discretion) that it is necessary to do so to
     protect the interests of the Mortgagees (provided that it shall enforce the
     Security Trust Deed if so directed by an Extraordinary Resolution of the
     Voting Mortgagees).

     Upon enforcement of the security created by the Security Trust Deed, the
     net proceeds thereof may be insufficient to pay all amounts due on
     redemption to the Noteholders. The proceeds from enforcement (which will
     not include amounts required by law to be paid to the holder of any prior
     ranking security interest the proceeds of or amounts credited to the
     collateral account under the Liquidity Facility Agreement (as defined in
     the Master Trust Deed) and payable to the Liquidity Facility Provider (as
     defined in the Master Trust Deed), and the proceeds of cash collateral
     lodged with and payable to a Swap Provider or other provider of a Support
     Facility (as defined in the Master Trust Deed)) will be applied in the
     order of priority as set out in the Security Trust Deed. Any claims of
     Noteholders remaining after realization of the security and application of
     the proceeds as aforesaid shall, except in certain limited circumstances,
     be extinguished.



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11.  REPLACEMENTS OF CLASS A-2 NOTES

If any Class A-2 Note is lost, stolen, mutilated, defaced or destroyed, it may
be replaced at the specified office of the Principal Paying Agent located at
48th Floor, 1 Canada Square, London E15 5AL or such other office as may be
designated from time to time under the Agency Agreement upon payment by the
claimant of the costs incurred in connection with that replacement and on such
terms as to evidence and indemnity as the Principal Paying Agent may reasonably
require. Mutilated or defaced Class A-2 Notes must be surrendered before
replacements will be issued.

12.  NOTICES

All notices, other than notices given in accordance with the following
paragraph, to Class A-2 Noteholders shall be deemed given if in writing and
mailed, first-class, postage prepaid to each Class A-2 Noteholder, at his or her
address as it appears on the Note Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice and
(for so long as the Class A-2 Notes are listed on the Irish Stock Exchange and
the Irish Stock Exchange so requires) if a copy is delivered to the Company
Announcement Office of the Irish Stock Exchange and if a copy of such notice is
made available at the registered office of the Irish Paying Agent at Guild
House, Guild Street, Dublin 1, Republic of Ireland. In any case where notice to
Class A-2 Noteholders is given by mail, neither the failure to mail such notice
nor any defect in any notice so mailed to any particular Class A-2 Noteholder
shall affect the sufficiency of such notice with respect to other Class A-2
Noteholders, and any notice that is mailed in the manner herein provided shall
conclusively be presumed to have been duly given.

A notice may be waived in writing by the relevant Class A-2 Noteholder, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Class A-2 Noteholders shall be filed with the Note
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

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

In case, by reason of the suspension of regular mail services as a result of a
strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event to Class A-2 Noteholders when such notice is required to be
given, then any manner of giving such notice as the Trustee shall direct (on the
instructions of the Trust Manager) the Note Trustee shall be deemed to be a
sufficient giving of such notice.

Any notice required to be given by the Principal Paying Agent at any time shall
be deemed to have been duly given if the information contained in such notice
appears on the relevant page of the Reuters Screen, on the Website (as defined
below) or such other similar electronic reporting service as may be approved by
the Note Trustee and notified to Class A-2 Noteholders (the "RELEVANT SCREEN").
Any such notice shall be deemed to have been given on the first date on which
such information appeared on the Relevant Screen. If it is impossible or
impracticable to give notice in accordance with this paragraph then notice of
the matters referred to in this Condition shall be given in accordance with the
preceding paragraph.

"WEBSITE" means the website at the following address:

                             https://www.bnyabs.com

or such other website as the Principal Paying Agent shall notify the Note
Trustee, the Trustee, the Manager and the Class A-2 Noteholders, in accordance
with this Condition, from time to time.

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



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13.  MEETINGS OF VOTING MORTGAGEES AND MEETINGS OF RELEVANT NOTEHOLDERS;
     MODIFICATIONS; CONSENTS; WAIVER

The Security Trust Deed contains provisions permitting the Voting Mortgagees to,
among other things, direct or consent to the Security Trustee taking or not
taking certain actions under the Security Trust Deed, for example to enable the
Voting Mortgagees to direct the Security Trustee to enforce the Security Trust
Deed.

The Note Trust Deed contains provisions permitting the Relevant Noteholders to
act on any matter affecting their interests, including the directing of the Note
Trustee to direct the Security Trustee to enforce the security under the
Security Trust Deed, or the sanctioning by an Extraordinary Resolution of the
Relevant Noteholders of a modification of the Relevant Notes (including these
Conditions) or the provisions of any of the Transaction Documents, provided that
no modification of certain terms including, among other things, the date of
maturity of the Class A-2 Notes, or a modification which would have the effect
of altering the amount of interest payable in respect of a Class A-2 Note or
modification of the method of calculation of the interest payable or of the date
for payment of or interest payable in respect of any Class A-2 Notes, reducing
or cancelling the amount of principal payable in respect of any Class A-2 Notes
or altering the currency of payment of any Class A-2 Notes or an alteration of
the date or priority of redemption of, the Class A-2 Notes or altering the
required percentage of the aggregate Invested Amount of the Class A-2 Notes
required to consent or take any action, or an election to receive the Stated
Amount of the Notes instead of the Invested Amount in the event of a call under
Condition 5(m) "Call" or 5(n) "Redemption for Taxation or Other Reasons", or any
other matter referred to in clause 37.2 of the Note Trust Deed needing the
approval of all holders of the Class A-2 Notes (any such modification being
referred to below as a BASIC TERMS MODIFICATION) shall be effective unless
sanctioned by all of the Class A-2 Noteholders. The quorum at any meeting of
Class A-2 Noteholders for passing an Extraordinary Resolution of Class A-2
Noteholders shall be two or more persons holding or representing over 50% of the
aggregate Invested Amount of the Class A-2 Notes then outstanding or, at any
adjourned meeting, two or more persons being or representing Class A-2
Noteholders whatever the aggregate Invested Amount of the Class A-2 Notes so
held or represented except that, at any meeting the business of which includes
the sanctioning of a Basic Terms Modification, the necessary quorum for passing
any such resolution shall be all of the Class A-2 Noteholders. An Extraordinary
Resolution and a resolution passed effecting a Basic Terms Modification passed
at any meeting of Class A-2 Noteholders shall be binding on all Class A-2
Noteholders, whether or not they are present at the meeting.

The majority required for an "EXTRAORDINARY RESOLUTION" of Class A-2 Noteholders
shall be 75% of the votes cast in respect of that Extraordinary Resolution in
accordance with the terms of the Security Trust Deed.

The Note Trust Deed permits the Note Trustee, the Manager and the Trustee to,
following the giving of notice to each Designated Rating Agency, alter, add to
or modify, by way of supplemental deed, the Note Trust Deed (including the
meeting and amendment provisions), the Conditions (subject to the proviso more
fully described in clause 37.2 of the Note Trust Deed or any other terms of that
deed or the Conditions to which it refers) or any Transaction Document so long
as that alteration, addition or modification is:

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

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

(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 governmental authority; or



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(d)  in the opinion of the Note Trustee, neither materially prejudicial nor
     likely to be prejudicial to the interests of the Relevant Noteholders.

The Note Trustee may also, but is not obliged to, in accordance with the Note
Trust Deed and without the consent of any Class A-2 Noteholders (but not in
contravention of an Extraordinary Resolution or any resolution passed in
accordance with clause 37.2 of the Note Trust Deed), waive or authorise any
breach or proposed breach of Class A-2 Notes (including these Conditions) or any
Transaction Document or determine that any Event of Default or any condition,
event or act which with the giving of notice and/or lapse of time and/or the
issue of a certificate would constitute an Event of Default shall not, or shall
not subject to specified conditions, be treated as such. Any such modification,
waiver, authorisation or determination shall be binding on the relevant Class
A-2 Noteholders and, if, but only if, the Note Trustee so requires, any such
modification shall be notified to the relevant Class A-2 Noteholders in
accordance with Condition 12 "Notices" as soon as practicable.

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

The Note Trust Deed and the Security Trust Deed contain provisions for the
indemnification of the Note Trustee and the Security Trustee (respectively) and
for their relief from responsibility, including provisions relieving them from
taking proceedings to realise the security and to obtain repayment of the Notes
unless indemnified to their satisfaction. Each of the Note Trustee and the
Security Trustee is entitled to enter into business transactions with the Issuer
and/or any other party to the Transaction Documents without accounting for any
profit resulting from such transactions. Except in the case of negligence, fraud
or breach of trust (in the case of the Security Trustee) or negligence, fraud or
wilful default (in the case of the Note Trustee), neither the Security Trustee
nor the Note Trustee will be responsible for any loss, expense or liability
which may be suffered as a result of any assets secured by the Security Trust
Deed, 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
operators or by any person on behalf of the Note Trustee if prudently chosen in
accordance with the Transaction Documents.

Where the Note Trustee is required to express an opinion or make a determination
or calculation under the Transaction Documents, the Note Trustee may appoint or
engage such independent advisers as the Note Trustee requires to assist in the
giving of that opinion or the making of that determination or calculation and
any costs and expenses payable to those advisers will be reimbursed to the Note
Trustee by the Issuer or if another person is expressly stated in the relevant
provision in a Transaction Document, that person.

15.  LIMITATION OF LIABILITY OF THE ISSUER

(A)  GENERAL

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

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

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



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          which are available to satisfy the right of the Issuer to be
          indemnified for the liability. This limitation of the Issuer's
          liability applies despite any other provision of the Transaction
          Documents and extends to all liabilities and obligations of the Issuer
          in any way connected with any representation, warranty, conduct,
          omission, agreement or transaction related to the Transaction
          Documents or the Trust.

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

     (iii) The provisions of this Condition 15 shall not apply to any obligation
          or liability of the Issuer to the extent that it is not satisfied
          because under a Transaction Document or by operation of law there is a
          reduction in the extent of the Issuer's indemnification out of the
          Assets of the Trust as a result of the Issuer's fraud, negligence or
          Default.

     (iv) It is acknowledged that the Relevant Parties are or may be responsible
          under the Transaction Documents for performing a variety of
          obligations relating to the Trust. No act or omission of the Issuer
          (including any related failure to satisfy its obligations under the
          Transaction Documents) will be considered fraud, negligence or Default
          of the Issuer for the purpose of paragraph (iii) of this Condition 15
          to the extent to which the act or omission was caused or contributed
          to by any failure by any Relevant Party or any person who has been
          delegated or appointed by the Issuer in accordance with the
          Transaction Documents to fulfil its obligations relating to the Trust
          or by any other act or omission of a Relevant Party or any such
          person.

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

     (vi) In this Condition, "RELEVANT PARTIES" means each of the Manager, the
          Servicer, the Calculation Agent, each Paying Agent, the Note Trustee,
          the Custodian, the Basis Swap Provider, the Fixed-Floating Rate Swap
          Provider, each Paying Agent, each Lead Manager, the Currency Swap
          Provider and any other provider of a Support Facility.

     (vii) In this Condition, "DEFAULT" means a failure by the Issuer to comply
          with:

          (A)  an obligation which is expressly imposed on it by the terms of a
               Transaction Document; or

          (B)  a written direction given by the Manager in accordance with a
               Transaction Document (and in terms which are consistent with the
               requirements of the Transaction Documents) in circumstances where
               the Transaction Documents require or contemplate that the Issuer
               will comply with that direction,

          in each case within any period of time specified in, or contemplated
          by, the relevant Transaction Document for such compliance. However, it
          will not be the Default of the Issuer if the Issuer does



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          not comply with an obligation or direction where the Note Trustee or
          the Security Trustee directs the Issuer not to comply with that
          obligation or direction.

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

16.  GOVERNING LAW

The Class A-2 Notes, and the Transaction Documents are governed by, and shall be
construed in accordance with, the laws of New South Wales, Australia except for:

(a)  the Subscription Agreement and the Credit Support Annex to each of the
     Class A-1 Currency Swap and the Class A-2 Currency Swap, which are governed
     by English law; and

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



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Summary of Provisions Relating to the Class A-2 Notes while in Book-Entry Form

Each Class A-2 Note will initially be represented by typewritten book-entry
notes (each, a "CLASS A-2 BOOK-ENTRY NOTE"), without coupons or talons, in the
principal amount of (euro)[*]. The Class A-2 Book-Entry Notes will be registered
in the name of The Bank of New York Depositary (Nominees) Limited and deposited
with the Common Depositary in respect of the Class A-2 Notes on or about the
Closing Date. Upon deposit of a Class A-2 Book-Entry Note with the Common
Depositary for the Class A-2 Notes, Euroclear or Clearstream, Luxembourg will
credit each subscriber of the relevant Class A-2 Notes with a principal amount
of those Class A-2 Notes for which it has subscribed and paid.

The Class A-2 Book-Entry Notes will be exchangeable for definitive Class A-2
Notes in certain circumstances described below.

Each person who is for the time being shown in the Note Register as the holder
of a particular principal amount of those Class A-2 Notes will be entitled to be
treated by the Issuer and the Note Trustee as a holder of such principal amount
of those Class A-2 Notes and the expression "CLASS A-2 NOTEHOLDER" shall be
construed accordingly. Such persons will have no claim directly against the
Issuer in respect of payments due on the Class A-2 Notes which must be made by
the registered holder of the relevant Class A-2 Book-Entry Note, for so long as
such Class A-2 Book-Entry Note is outstanding.

(A)  PAYMENTS

     Interest and principal on each Class A-2 Book-Entry Note will be payable by
     the Principal Paying Agent to the Common Depositary for the Class A-2 Notes
     provided that no payment of interest may be made by the Issuer or any
     Paying Agent in the Commonwealth of Australia or its territories or
     possessions. Each of the persons appearing from time to time in the records
     of Euroclear, or of Clearstream, Luxembourg, as the beneficial owner of a
     Class A-2 Note will be entitled to receive any payment so made in respect
     of that Class A-2 Note in accordance with the respective rules and
     procedures of Euroclear or, as the case may be, Clearstream, Luxembourg.

     A record of each payment made on a Class A-2 Book-Entry Note,
     distinguishing between any payment of principal and any payment of
     interest, will be recorded in the Note Register by the Note Registrar, and
     such record is sufficient evidence unless the contrary is proved that the
     payment in question has been made.

(B)  EXCHANGE

     A Class A-2 Book-Entry Note will be exchangeable for Class A-2 Definitive
     Notes only if: (i) the principal amount of those Class A-2 Notes becomes
     immediately due and payable by reason of an Event of Default (as set out in
     Condition 10 "Enforcement"); or (ii) either Euroclear or Clearstream,
     Luxembourg is closed for business for a continuous period of 14 days (other
     than by reason of holiday, statutory or otherwise) or announces an
     intention permanently to cease business; or (iii) as the result of any
     amendment to, or change in, the laws or regulations of any jurisdiction or
     any body politic, or government in any jurisdiction, or any minister,
     department, office, commission, instrumentality, agency, board, authority
     or organisation of any government or any corporation owned or controlled by
     any government having power to tax or in the interpretation by a revenue
     authority or a court of, or in the administration of, laws or regulations
     relating to taxation which becomes effective on or after the



Note Trust Deed                                    [Allens Arthur Robinson LOGO]
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     Closing Date, the Issuer or any Paying Agent is or will be required to make
     any deduction or withholding from any payment in respect of those Class A-2
     Notes which would not be required were those Class A-2 Notes in definitive
     form, then the Issuer will (at the Issuer's expense) issue those definitive
     Class A-2 Notes represented by that Class A-2 Book-Entry Note in exchange
     for the whole outstanding interest in that Class A-2 Book-Entry Note within
     30 days after becoming aware of the occurrence of the relevant event but in
     any event not prior to the expiry of 40 days after the Note Issue Date.

(C)  NOTICES

     So long as any Class A-2 Notes are represented by any Class A-2 Book-Entry
     Note and that Class A-2 Book-Entry Note is held on behalf of Euroclear
     and/or Clearstream, Luxembourg, notices to the relevant Class A-2
     Noteholders may be given by delivery of the relevant notice to Euroclear
     and/or Clearstream, Luxembourg for communication by them to entitled
     account holders and sent to the Company Announcement Office of the Irish
     Stock Exchange.

(D)  CANCELLATION

     Cancellation of any Class A-2 Note required by the Conditions will be
     effected by reduction in the principal amount of the relevant Class A-2
     Book-Entry Note.