<PAGE>
                                                              [CLAYTON UTZ LOGO]
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THE BANK OF NEW YORK, NEW YORK BRANCH
US Dollar Note Trustee

SECURITISATION ADVISORY SERVICES PTY. LIMITED
ABN 88 064 133 946
Manager

PERPETUAL TRUSTEE COMPANY LIMITED
ABN 42 000 001 007
Issuer







MEDALLION TRUST SERIES 2003-1G
US DOLLAR NOTE TRUST DEED

                               [CLAYTON UTZ LOGO]
                                     LAWYERS
               Levels 22-35 No. 1 O'Connell Street Sydney NSW 2000
                                    Australia
                   PO Box H3 Australia Square Sydney NSW 1215
                               www.claytonutz.com
                    Tel + 61 2 9353 4000 Fax + 61 2 8220 6700
       OUR REF - 801/784/21723929 CONTACT - BEN SANDSTAD

            SYDNEY O MELBOURNE O BRISBANE O PERTH O CANBERRA O DARWIN

          Liability limited by the Solicitors Scheme approved under the
                      Professional Standards Act 1994 (NSW)




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<TABLE>
<CAPTION>
TABLE OF CONTENTS


<S>        <C>                                                                                                   <C>
1...........DEFINITIONS AND INTERPRETATION........................................................................1

            1.1         Definitions...............................................................................1
            1.2         Series Supplement and Master Trust Deed definitions.......................................4
            1.3         Interpretation............................................................................4
            1.4         Issuer's capacity.........................................................................6
            1.5         Benefit of Covenants
                        under this Deed...........................................................................7
            1.6         Obligations Several.......................................................................7
            1.7         Incorporated Definitions
                        and other Provisions......................................................................7
            1.8         Interpretation of Provisions Incorporated from TIA........................................7
            1.9         Class A-2 Notes May Not
                        Be Issued.................................................................................8

2...........THE US DOLLAR NOTE TRUST..............................................................................8

            2.1         Appointment of US Dollar Note Trustee.....................................................8
            2.2         Declaration of US Dollar
                        Note Trust................................................................................8
            2.3         Duration of US Dollar Note Trust..........................................................8
            2.4         Benefit of US Dollar
                        Note Trust................................................................................8
            2.5         Interested persons bound..................................................................8

3...........AMOUNT, FORM AND ISSUE OF CLASS A-1 NOTES.............................................................8

            3.1         Aggregate amount and denomination.........................................................8
            3.2         Description and Form of Class A-1 Notes...................................................9
            3.3         Initial Issue as Book-Entry Notes.........................................................9
            3.4         Issue of Class A-1 Definitive Notes......................................................10
            3.5         Indemnity for non-issue of Class A-1 Definitive Notes....................................11

4...........US DOLLAR NOTE REGISTER..............................................................................11

            4.1         Maintenance of US Dollar Note Registrar..................................................11
            4.2         Provision of Class A-1 Noteholder Information............................................11
            4.3         US Dollar Note Register conclusive.......................................................12

5...........REPRESENTATIONS AND WARRANTIES.......................................................................12

            5.1         By the Issuer............................................................................12
            5.2         By the Manager...........................................................................13
            5.3         By the US Dollar Note Trustee............................................................13

6...........COVENANTS BY ISSUER AND MANAGER......................................................................14

            6.1         Covenant to Pay..........................................................................14
            6.2         Covenant of Compliance...................................................................14
            6.3         Other covenants..........................................................................15
            6.4         Covenants between Issuer and Manager.....................................................16

7...........ENFORCEMENT..........................................................................................17

            7.1         Notice Following an Event of Default or Potential Event of Default.......................17
            7.2         Restrictions on enforcement..............................................................17
            7.3         US Dollar Note Trustee may enforce.......................................................18
            7.4         US Dollar Note Trustee alone may enforce.................................................18

8...........US DOLLAR NOTE TRUSTEE'S POWERS, PROTECTIONS ETC.....................................................19

            8.1         US Dollar Note Trustee's additional powers, protections, etc.............................19
            8.2         Waivers..................................................................................24
            8.3         US Dollar Note Trustee's liability.......................................................24
            8.4         Dealings with Series Trust...............................................................25
            8.5         Delegation of duties of US Dollar Note Trustee...........................................25
            8.6         Related Body Corporate of the US Dollar Note Trustee.....................................26

                                                                              i.

<PAGE>

9...........DUTIES OF THE US DOLLAR NOTE TRUSTEE.................................................................26

            9.1         US Dollar Note Trustee's general duties..................................................26
            9.2         Duties of the US Dollar Note Trustee prior to Event of Default...........................26
            9.3         Duties of the US Dollar Note Trustee following an Event of Default.......................26
            9.4         Certain limitations of liability where acting in good faith..............................26
            9.5         US Dollar Note Trustee not relieved of liability for negligence etc......................27
            9.6         Preferred collection of claims against Issuer............................................27
            9.7         Compliance with Section 310 of TIA.......................................................27
            9.8         Voting at meetings under Master Trust Deed or Security Trust Deed........................27
            9.9         Transaction Documents....................................................................27

10..........APPLICATION OF MONEYS................................................................................27

            10.1        Moneys received..........................................................................27
            10.2        Investment of moneys held................................................................28

11..........CONTINUING SECURITY AND RELEASES.....................................................................28

            11.1        Issuer's liability not affected..........................................................28
            11.2        Waiver by Issuer.........................................................................28

12..........REMUNERATION AND EXPENSES OF US DOLLAR NOTE TRUSTEE..................................................29

            12.1        Payment of fee...........................................................................29
            12.2        Payment of expenses......................................................................29
            12.3        Additional duties........................................................................29
            12.4        Dispute as to additional duties..........................................................29
            12.5        Currency and VAT.........................................................................30
            12.6        No other fees or expenses................................................................30
            12.7        Issuer personally liable for fees........................................................30
            12.8        Timing of payments.......................................................................30
            12.9        Non-discharge............................................................................30

13..........ADDITIONAL US DOLLAR NOTE TRUSTEES...................................................................30

            13.1        Appointment and removal..................................................................30
            13.2        Joint exercise of powers.................................................................31
            13.3        Notice...................................................................................31

14..........RETIREMENT OR REMOVAL OF US DOLLAR NOTE TRUSTEE......................................................31

            14.1        Retirement of US Dollar Note Trustee.....................................................31
            14.2        Removal by Manager.......................................................................32
            14.3        US Dollar Note Trustee may retire........................................................32
            14.4        Appointment of Substitute US Dollar Note Trustee by Class A-1 Noteholders................32
            14.5        Release of US Dollar Note Trustee........................................................32
            14.6        Vesting of US Dollar Trust Fund in Substitute US Dollar Note Trustee.....................33
            14.7        Substitute US Dollar Note Trustee to Execute Deed........................................33
            14.8        Rating Agencies Advised..................................................................33
            14.9        Retention of Lien........................................................................33
            14.10       Issuer and Manager Cannot be Appointed...................................................33
            14.11       No Limitation of TIA.....................................................................33

15..........AMENDMENT............................................................................................34

            15.1        Amendment by US Dollar Note Trustee......................................................34
            15.2        Amendments Requiring Consent of all Class A-1 Noteholders................................34
            15.3        Compliance with TIA......................................................................35

                                                                             ii.
<PAGE>

            15.4        No Rating Agency downgrade...............................................................35
            15.5        Distribution of amendments...............................................................35
            15.6        Amendments binding on Class A-1 Noteholders..............................................35

16..........REPORTS..............................................................................................35

            16.1        Reports by US Dollar Note Trustee........................................................35
            16.2        Reports by Issuer........................................................................35
            16.3        Restricted securities....................................................................36

17..........CURRENCY INDEMNITY...................................................................................36

            17.1        Improper currency receipts...............................................................36
            17.2        Currency indemnity.......................................................................36
            17.3        Failure to pay proper currency...........................................................37

18..........EXPENSES AND STAMP DUTIES............................................................................37

            18.1        Expenses.................................................................................37
            18.2        Stamp duties and other taxes.............................................................37

19..........TRUST INDENTURE ACT..................................................................................38

            19.1        Certificates and opinions................................................................38
            19.2        Undertaking for costs....................................................................39
            19.3        Exclusion of section 316(a)(1)...........................................................39
            19.4        Unconditional rights of Class A-1 Noteholders to receive principal and interest..........39
            19.5        Conflict with Trust Indenture Act........................................................39

20..........GOVERNING LAW AND JURISDICTION.......................................................................40

            20.1        Governing law............................................................................40
            20.2        Jurisdiction.............................................................................40

21..........NOTICES..............................................................................................40

            21.1        Method of delivery.......................................................................40
            21.2        Deemed receipt...........................................................................40
            21.3        Notices to Class A-1 Noteholders.........................................................41
            21.4        Notices from Class A-1 Noteholders.......................................................41
            21.5        Issuer and Manager.......................................................................41

22..........ISSUER'S LIMITED LIABILITY...........................................................................42

            22.1        Limitation on Issuer's Liability.........................................................42
            22.2        Claims against Issuer....................................................................42
            22.3        Breach of trust..........................................................................42
            22.4        Acts or omissions........................................................................42
            22.5        No authority.............................................................................42
            22.6        No obligation............................................................................42

23..........MISCELLANEOUS........................................................................................43

            23.1        Assignment by Issuer.....................................................................43
            23.2        Assignment by Manager....................................................................43
            23.3        Assignment by US Dollar Note Trustee.....................................................43
            23.4        Certificate of US Dollar Note Trustee....................................................43
            23.5        Continuing obligation....................................................................43
            23.6        Settlement conditional...................................................................43
            23.7        Interest on judgment.....................................................................43
            23.8        Severability of provisions...............................................................44
            23.9        Remedies cumulative......................................................................44
            23.10       Waiver...................................................................................44
            23.11       Written waiver, consent and approval.....................................................44
            23.12       Time of essence..........................................................................44

                                                                            iii.
<PAGE>

            23.13       Moratorium legislation...................................................................44
            23.14       Binding on each signatory................................................................44
            23.15       Counterparts.............................................................................44

SCHEDULE 1 FORM OF CLASS A-1 NOTE................................................................................45


SCHEDULE 2 FORM OF US DOLLAR NOTE CONDITIONS.....................................................................50

</TABLE>


                                                                             iv.

<PAGE>


TRUST INDENTURE ACT - CROSS REFERENCE TABLE

This Cross Reference Table does not, for any purpose, form
part of this US Dollar Note Trust Deed.  "N.A." means not
applicable.

TRUST INDENTURE ACT SECTION                    CLAUSE REFERENCE
310   (a) (1)                                  5.3(h), 9.7, 14.2, 14.3, 14.4
      (a) (2)                                  9.7
      (a) (3)                                  13.2
      (a) (4)                                  N.A.
      (a) (5)                                  14.10
      (b)                                      9.7(c), 14.11
      (c)                                      N.A.
311   (a)                                      9.6
      (b)                                      9.6
      (c)                                      N.A.
312   (a)                                      4.2(a), 4.2(b)
      (b)                                      4.2(b)
      (c)                                      4.2(c)
313   (a)                                      16.1
      (b)(1)                                   16.1
      (b)(2)                                   16.1
      (c)                                      16.1
      (d)                                      16.1
314   (a)(1)                                   16.2(a)
      (a)(2)                                   16.2(b)
      (a)(3)                                   16.2(c)
      (a)(4)                                   6.3(c)
      (b)                                      6.3(g)
      (c)                                      19.1(a)
      (d)                                      19.1(b)
      (e)                                      19.1(c)
      (f)                                      N.A.
315   (a)                                      9.2
      (b)                                      7.1(a)
      (c)                                      9.3
      (d)                                      9.5, 8.1(e)
      (e)                                      19.2
316   (a)(1)                                   19.3(a)
      (a)(2)                                   15.2
      (b)                                      19.4
      (c)                                      21.4
317   (a)(1)                                   7.3(a)
      (a)(2)                                   7.3(b)
      (b)                                      6.3(j)
318   (a)                                      19.5





                                                                              i.
<PAGE>


THIS US DOLLAR NOTE TRUST DEED MADE AT SYDNEY ON 13 MARCH 2003

PARTIES        THE BANK OF NEW YORK, NEW YORK BRANCH, a New York banking
               corporation acting through its New York Branch at 101 Barclay
               Street, 21W, New York, New York, 10286 (hereinafter included in
               the expression the "US DOLLAR NOTE TRUSTEE")

               SECURITISATION ADVISORY SERVICES PTY. LIMITED ABN 88 064 133 946,
               a company incorporated in Australia and registered in the
               Australian Capital Territory and having an office at Level 6, 48
               Martin Place, Sydney, Australia (hereinafter included by
               incorporation in the expression the "MANAGER")

               PERPETUAL TRUSTEE COMPANY LIMITED ABN 42 000 001 007, a company
               incorporated in Australia and registered in the State of New
               South Wales and having an office at Level 7, 9 Castlereagh
               Street, Sydney, Australia in its capacity as trustee of the
               Series Trust (as hereinafter defined) (hereinafter included in
               the expression the "ISSUER")

RECITALS

A.        The Issuer is the trustee, and the Manager is the manager, of the
          Series Trust.

B.        The Issuer proposes to issue, at the direction of the Manager,
          securities, including the Class A-1 Notes to be constituted, issued
          and authenticated pursuant to this Deed.

C.        The US Dollar Note Trustee has agreed to act as trustee for the
          benefit of the Class A-1 Noteholders on the terms of this Deed.

D.        This Deed is an indenture qualified under, and subject to the
          mandatory provisions of, the Trust Indenture Act 1939 of the United
          States of America, which are incorporated by reference in and made
          part of this Deed.

THIS DEED PROVIDES


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

1.        DEFINITIONS AND INTERPRETATION

1.1       DEFINITIONS

          In this Deed, unless the contrary intention appears:

          "ADDITIONAL NOTE TRUSTEE" means each person from time to time
          appointed under clause 13.1 to act as a co-trustee with the US Dollar
          Note Trustee.

          "AGENT" has the same meaning as in the Agency Agreement.

          "AUTHORISED OFFICER" means:

          (a)  in relation to the US Dollar Note Trustee, a responsible officer
               of the Corporate Trust Administration department of the US Dollar
               Note Trustee;

          (b)  in relation to the Issuer, an Authorised Officer of the Issuer
               for the purposes of the Master Trust Deed; and

          (c)  in relation to the Manager, an Authorised Officer of the Manager
               for the purposes of the Master Trust Deed.

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

          "CHARGE RELEASE DATE" has the same meaning as in the Security Trust
          Deed.

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

                                                                              1.
<PAGE>


          "CLASS A-1 BOOK-ENTRY NOTE" means a Class A-1 Note issued or to be
          issued, as the case may be, by the Issuer in accordance with clause
          3.3(a) to the Depository or its nominee or subsequently transferred to
          a replacement Depositary or its nominee.

          "CLASS A-1 DEFINITIVE NOTE" means a Class A-1 Note issued or to be
          issued, as the case may be, by the Issuer in accordance with clause
          3.4.

          "CLASS A-1 NOTE" means a debt security issued by the Issuer, in its
          capacity as trustee of the Series Trust, pursuant to the provisions of
          this Deed (whether as a Class A-1 Book-Entry Note or a Class A-1
          Definitive Note).

          "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 in the books of the Depository or in the
          books of a person maintaining an account with the Depository (directly
          as a Clearing Agency Participant or as an indirect participant, in
          each case in accordance with the rules of the Depository).

          "CLASS A-1 NOTEHOLDER" in relation to a Class A-1 Note at any given
          time means the person then appearing in the US Dollar Note Register as
          the holder of the Class A-1 Note.

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

          "COMMISSION" means the Securities and Exchange Commission of the
          United States of America, as from time to time constituted, created
          under the Exchange Act, or if at any time after the execution of this
          Deed that Commission is not existing and performing the duties now
          assigned to it under the TIA, then the body performing those duties.

          "COUNSEL'S OPINION" means one or more written opinions of legal
          counsel (who may, except as otherwise expressly provided in this Deed,
          be employees or counsel of the Issuer or the Manager) acceptable to
          the US Dollar Note Trustee which:

          (a)  are addressed to the US Dollar Note Trustee (and which may also
               be addressed to other persons);

          (b)  are in a form satisfactory to, and are subject to such
               qualifications and assumptions as are acceptable to, the US
               Dollar Note Trustee; and

          (c)  comply, where applicable, with the TIA,

          and which state, in the opinion of the legal counsel, the matter to be
          opined upon.

          "ELIGIBLE TRUST CORPORATION" means any person eligible for appointment
          as an institutional trustee under an indenture to be qualified
          pursuant to the TIA as prescribed in section 310(a) of the TIA.

          "EVENT OF DEFAULT" has the meaning ascribed to that term in the
          Security Trust Deed.

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

          "INTERESTED PERSONS" means a collective reference to the Issuer, the
          Class A-1 Noteholders, the Class A-1 Note Owners, the Manager and all
          persons claiming through them and "INTERESTED PERSON" means a several
          reference to all Interested Persons.

          "ISSUER" means Perpetual Trustee Company Limited ABN 42 000 001 007 or
          if Perpetual Trustee Company Limited retires or is removed as trustee
          of the Series Trusts (as defined in the Master Trust Deed), any then
          Substitute Trustee and includes the Manager when acting as the Trustee
          in accordance with the terms of the Master Trust Deed.

                                                                              2.
<PAGE>

          "MAJORITY" in relation to the Class A-1 Noteholders, means Class A-1
          Noteholders holding Class A-1 Notes with an Invested Amount of greater
          than 50% of the aggregate Invested Amount of all the Class A-1 Notes.

          "MASTER TRUST DEED" means the Master Trust Deed dated 8 October 1997
          and made between the Issuer and the Manager, as amended from time to
          time.

          "PAYMENT MODIFICATION" means any alteration, addition or revocation of
          any provision of this Deed, the Class A-1 Notes (including the US
          Dollar Note Conditions), the Master Trust Deed to the extent that it
          applies to the Series Trust, the Series Supplement or the Security
          Trust Deed which modifies:

          (a)  the amount, timing, place, currency or manner of payment of
               principal or interest in respect of the Class A-1 Notes
               including, without limitation, any modification to the Stated
               Amount, Invested Amount, interest rate or maturity date of the
               Class A-1 Notes or to clause 10 of the Series Supplement,
               conditions 5.4, 6.3, 6.9 and 7.2 of the US Dollar Note Conditions
               or clause 13 of the Security Trust Deed or which would impair the
               rights of Class A-1 Noteholders to institute suit for enforcement
               of such payment on or after the due date for such payment;

          (b)  the definition of the term "Special Majority" in this clause 1.1,
               clause 21.4 of this Deed or the circumstances in which the
               consent or direction of a Special Majority of Class A-1
               Noteholders is required;

          (c)  clause 6.1(a) of the Security Trust Deed; or

          (d)  the requirements for altering, adding to or revoking any
               provision of the US Dollar Note Trust Deed or the Class A-1 Notes
               (including the US Dollar Note Conditions).

          "POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of
          notice or the lapse of time or both, would constitute an Event of
          Default.

          "SECURED CREDITOR" has the same meaning as in the Security Trust Deed.

          "SECURITY TRUST" has the same meaning as in the Security Trust Deed.

          "SERIES SUPPLEMENT" means the Series Supplement dated 5 March 2003
          between the Commonwealth Bank of Australia ABN 48 123 123 124,
          Homepath Pty Limited ABN 35 081 986 530, the Manager and the Issuer.

          "SERIES TRUST" means the trust known as the Medallion Trust Series
          2003-1G established pursuant to the Master Trust Deed and the Series
          Supplement.

          "SPECIAL MAJORITY" in relation to the Class A-1 Noteholders, means
          Class A-1 Noteholders holding Class A-1 Notes with an aggregate
          Invested Amount of no less than 75% of the aggregate Invested Amount
          of all the Class A-1 Notes.

          "STATUTE" means any 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.

          "SUBSTITUTE US DOLLAR NOTE TRUSTEE" means at any given time means the
          entity then appointed as US Dollar Note Trustee under clause 14.

          "TIA" means the Trust Indenture Act of 1939 of the United States of
          America as in force at the date of this Deed, or, if this Deed is
          first qualified under the Trust Indenture Act after the issue of Class
          A-1 Notes, as in force at the date of such qualification.



                                                                              3.
<PAGE>

          "US DOLLAR NOTE REGISTER" has the same meaning as in the Agency
          Agreement.

          "US DOLLAR NOTE REGISTRAR" has the same meaning as in the Agency
          Agreement.

          "US DOLLAR NOTE TRUSTEE" means The Bank of New York, New York Branch
          or if The Bank of New York, New York Branch retires or is removed as
          US Dollar Note Trustee, any then Substitute US Dollar Note Trustee.

          "US DOLLAR NOTE TRUST" means the trust established under clause 2.2 of
          this Deed.

          "US DOLLAR TRUST FUND" means:

          (a)  the US Dollar Note Trustee's rights, remedies and powers under
               this Deed, the Security Trust Deed and each other Transaction
               Document to which the US Dollar Note Trustee is expressed to be a
               party;

          (b)  the US Dollar Note Trustee's right, title and interest as a
               beneficiary of the Security Trust; and

          (c)  any other property and benefits which the US Dollar Note Trustee
               holds on trust for the Class A-1 Noteholders under this Deed.

          "VOTING SECURED CREDITORS" has the same meaning as in the Security
          Trust Deed.

1.2       SERIES SUPPLEMENT AND MASTER TRUST DEED DEFINITIONS

          Subject to clause 1.7, unless defined in this Deed, words and phrases
          defined in either or both of the Master Trust Deed and the Series
          Supplement have the same meaning in this Deed. Where there is any
          inconsistency in a definition between this Deed (on the one hand) and
          the Master Trust Deed or the Series Supplement (on the other hand),
          this Deed prevails. Where there is any inconsistency in a definition
          between the Master Trust Deed and the Series Supplement, the Series
          Supplement prevails over the Master Trust Deed in respect of this
          Deed. Subject to clause 1.7, where words or phrases used but not
          defined in this Deed are defined in the Master Trust Deed in relation
          to a Series Trust (as defined in the Master Trust Deed) and/or an
          Other Trust such words or phrases are to be construed in this Deed,
          where necessary, as being used only in relation to the Series Trust
          (as defined in this Deed) and/or the CBA Trust (as defined in the
          Series Supplement), as the context requires.

1.3       INTERPRETATION

          In this Deed unless the contrary intention appears:

          (a)  the expression "PERSON" includes an individual, a corporation and
               a Governmental Agency;

          (b)  the expression "OWING" includes amounts that are owing whether
               such amounts are liquidated or not or are contingent or presently
               accrued due and includes all rights sounding in damages only;

          (c)  the expression "POWER" in relation to a person includes all
               powers, authorities, rights, remedies, privileges and discretions
               conferred upon that person by the Transaction Documents, by any
               other deed, agreement, document, or instrument, by any Statute or
               otherwise by law;

          (d)  a reference to any person includes that person's executors,
               administrators, successors, substitutes and assigns, including
               any person taking by way of novation;

          (e)  subject to clause 1.7, a reference to this Deed, the Master Trust
               Deed or to any other deed, agreement, document or instrument
               includes respectively this Deed, the

                                                                              4.
<PAGE>

               Master Trust Deed or such other deed, agreement, document or
               instrument as amended, novated, supplemented, varied or replaced
               from time to time;

          (f)  a reference to any Statute, other than the TIA, or to any section
               or provision of any Statute, other than any section or provision
               of the TIA, includes any statutory modification or re-enactment
               or any statutory provision substituted therefore and all
               ordinances, by-laws regulations and other statutory instruments
               issued thereunder;

          (g)  a reference to a Related Body Corporate includes a corporation
               which is or becomes a Related Body Corporate during the currency
               of this Deed;

          (h)  words importing the singular include the plural (and vice versa)
               and words denoting a given gender include all other genders;

          (i)  headings are for convenience only and do not affect the
               interpretation of this Deed;

          (j)  a reference to a clause is a reference to a clause of this Deed;

          (k)  a reference to a Schedule is a reference to a Schedule to this
               Deed;

          (l)  where any word or phrase is given a defined meaning any other
               part of speech or other grammatical form in respect of such word
               or phrase has a corresponding meaning;

          (m)  all accounting terms used in this Deed have the same meaning
               ascribed to those terms under accounting principles and practices
               generally accepted in Australia from time to time;

          (n)  a reference to a party is a reference to a party to this Deed;

          (o)  a reference to time is a reference to New York time;

          (p)  a reference to any thing is a reference to the whole and each
               part of it and a reference to a group of persons is a reference
               to all of them collectively, to any two or more of them
               collectively and to each of them individually;

          (q)  if an act prescribed under this Deed to be done by a party on or
               by a given day is done after 5.30 pm on that day, it is to be
               taken to be done on the following day;

          (r)  where any day on which a payment is due to be made or a thing is
               due to be done under this Deed is not a Business Day, that
               payment must be made or that thing must be done on the
               immediately succeeding Business Day;

          (s)  a reference to "WILFUL DEFAULT" in relation to the Issuer, the US
               Dollar Note Trustee or the Manager means, subject to clause
               1.3(t), any wilful failure to comply with, or wilful breach by,
               the Issuer, the US Dollar Note Trustee or the Manager (as the
               case may be) of any of its obligations under any Transaction
               Document, other than a failure or breach which:

               (i)  A.   arises as a result of a breach of a Transaction
                         Document by a person other than:

                         1)   the Issuer, the US Dollar Note Trustee or the
                              Manager (as the case may be); or

                         2)   any other person in referred to in clause 1.3(t)
                              in relation to the Issuer, the US Dollar Note
                              Trustee or the Manager (as the case may be); and



                                                                              5.
<PAGE>

                       B.   the performance of the action (the non-performance
                            of which gave rise to such breach) is a
                            pre-condition to the Issuer, the US Dollar Note
                            Trustee or the Manager (as the case may be)
                            performing the said obligation;

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

               (iii)   is:

                       A.   in accordance with any proper instruction or
                            direction of the Voting Secured Creditors given at a
                            meeting of Voting Secured Creditors convened
                            pursuant to the Security Trust Deed;

                       B.   in accordance with any proper instruction or
                            direction of a Majority (or a Special Majority) of
                            the Class A-1 Noteholders given in accordance with
                            this Deed; or

                       C.   in accordance with any proper instruction or
                            direction of the Investors given at a meeting
                            convened under the Master Trust Deed (as amended by
                            the Series Supplement);

          (t)  a reference to the "FRAUD", "NEGLIGENCE", "WILFUL DEFAULT" or
               "BREACH OF TRUST" of the Issuer, the US Dollar Note Trustee or
               the Manager means the fraud, negligence, wilful default or breach
               of trust of the Issuer, the US Dollar Note Trustee or the Manager
               (as the case may be) and of its officers, employees, agents and
               any other person where the Issuer, the US Dollar Note Trustee or
               the Manager (as the case may be) is liable for the acts or
               omissions of such other person under the terms of any Transaction
               Document;

          (u)  subject to the mandatory provisions of the TIA and clause 21.2,
               each party will only be considered to have knowledge or awareness
               of, or notice of, a thing or grounds to believe anything by
               virtue of the officers of that party (or any Related Body
               Corporate of that party) which have the day to day responsibility
               for the administration or management of that party's (or a
               Related Body Corporate of that party's) obligations in relation
               to the Series Trust, the US Dollar Note Trust or this Deed,
               having actual knowledge, actual awareness or actual notice of
               that thing, or grounds or reason to believe that thing (and
               similar references will be interpreted in this way). In addition,
               notice, knowledge or awareness of an Event of Default, Potential
               Event of Default, Servicer Default, Perfection of Title Event,
               Trustee Default or Manager Default means notice, knowledge or
               awareness of the occurrence of the events or circumstances
               constituting an Event of Default, Potential Event of Default,
               Servicer Default, Perfection of Title Event, Trustee Default or
               Manager Default, as the case may be; and

          (v)  a reference to prospective liabilities includes, without
               limitation, the liabilities of the Issuer under the Transaction
               Documents.

1.4       ISSUER'S CAPACITY

          In this Deed, unless expressly specified otherwise:

          (a)  (REFERENCES TO ISSUER): a reference to the Issuer is a reference
               to the Issuer in its capacity as trustee of the Series Trust
               only, and in no other capacity; and

          (b)  (REFERENCES TO ASSETS OF ISSUER): a reference to the undertaking,
               assets, business or money of the Issuer is a reference to the
               undertaking, assets, business or money of the Issuer in the
               capacity referred to in paragraph (a).

                                                                              6.
<PAGE>

1.5       BENEFIT OF COVENANTS UNDER THIS DEED

          Unless the context indicates a contrary intention, the US Dollar Note
          Trustee holds the covenants, undertakings and other obligations and
          liabilities of the Issuer and the Manager under this Deed on trust for
          the benefit of the Class A-1 Noteholders on the terms and conditions
          of this Deed.

1.6       OBLIGATIONS SEVERAL

          The obligations of the parties under this Deed are several.

1.7       INCORPORATED DEFINITIONS AND OTHER PROVISIONS

          Where in this Deed a word or expression is defined by reference to its
          meaning in another Transaction Document or there is a reference to
          another Transaction Document or to a provision of another Transaction
          Document, any amendment to the meaning of that word or expression, to
          that Transaction Document or to that provision (as the case may be)
          will be of no effect for the purposes of this Deed unless and until
          the amendment:

          (a)  (NO PAYMENT MODIFICATION): if it does not effect a Payment
               Modification is either:

               (i)  if the US Dollar Note Trustee is of the opinion that the
                    amendment will not be materially prejudicial to the
                    interests of the Class A-1 Noteholders, consented to by the
                    US Dollar Note Trustee; or

               (ii) otherwise, approved by a Special Majority of the Class A-1
                    Noteholders; or

          (b)  (PAYMENT MODIFICATION): if the amendment does effect a Payment
               Modification, is consented to by each Class A-1 Noteholder.

1.8       INTERPRETATION OF PROVISIONS INCORPORATED FROM TIA

          Where a provision of the TIA is incorporated into this Deed in
          accordance with the TIA (as described in clause 19.5) the following
          terms used in that provision have the following meanings in this Deed:

          "COMMISSION" has the meaning given to that term in clause 1.1.

          "DEFAULT" means an Event of Default.

          "INDENTURE SECURITIES" means the Class A-1 Notes.

          "INDENTURE SECURITY HOLDER" means a Class A-1 Noteholder.

          "INDENTURE TO BE QUALIFIED" means this Deed.

          "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the US Dollar
          Note Trustee.

          "OBLIGOR UPON THE INDENTURE SECURITIES" means the Issuer.

          Any other term, expression or provision which is used in this Deed in
          respect of a section or provision of the TIA and which is defined in
          the TIA, defined in the TIA by reference to another Statute or defined
          by or in any rule of or issued by the Commission, will have the
          meaning assigned to it by such definitions. Any term or expression
          that is used in both:

          (a)  (TIA): a mandatory provision of the TIA; and

                                                                              7.
<PAGE>

          (b)  (THIS DEED): a clause of this Deed that, on its face, appears to
               satisfy or reflect that mandatory provision of the TIA, will be
               construed and interpreted as a Federal court of the United States
               of America would construe and interpret the term or expression.

1.9       CLASS A-2 NOTES MAY NOT BE ISSUED

          If Class A-2 Notes are not issued on the Closing Date, the Class A-1
          Notes will be the only Class A Notes and the terms "Class A Note"
          and "Class A-1 Note" have the same meaning and may be used
          interchangeably in this Deed, any Class A-1 Note and the US Dollar
          Note Conditions and any related expressions are to be construed
          accordingly.

--------------------------------------------------------------------------------
2.        THE US DOLLAR NOTE TRUST

2.1       APPOINTMENT OF US DOLLAR NOTE TRUSTEE

          The US Dollar Note Trustee is hereby appointed and agrees to act as
          trustee of the US Dollar Note Trust (with effect from the constitution
          of the US Dollar Note Trust) on the terms and conditions in this Deed.

2.2       DECLARATION OF US DOLLAR NOTE TRUST

          The US Dollar Note Trustee declares that it holds the US Dollar Trust
          Fund on trust for those persons who are Class A-1 Noteholders from
          time to time.

2.3       DURATION OF US DOLLAR NOTE TRUST

          The US Dollar Note Trust commences on the date of this Deed and
          terminates on the first to occur of:

          (a)  (REDEMPTION OF CLASS A-1 NOTES): the date 6 months after the US
               Dollar Note Trustee has been satisfied that all moneys owing by
               the Issuer or the Manager in respect of or in relation to Class
               A-1 Notes or this Deed have been duly paid;

          (b)  (CHARGE RELEASE DATE): the Charge Release Date; and

          (c)  (80TH ANNIVERSARY): the 80th anniversary of the date of this
               Deed.

2.4       BENEFIT OF US DOLLAR NOTE TRUST

          Each Class A-1 Noteholder is entitled to the benefit of the US Dollar
          Note Trust on the terms and conditions contained in this Deed.

2.5       INTERESTED PERSONS BOUND

          The provisions of this Deed, the Class A-1 Notes (including the US
          Dollar Note Conditions), the Master Trust Deed, the Series Supplement
          and the Security Trust Deed are binding upon every Interested Person.

--------------------------------------------------------------------------------
3.        AMOUNT, FORM AND ISSUE OF CLASS A-1 NOTES

3.1       AGGREGATE AMOUNT AND DENOMINATION

          The aggregate principal amount of the Class A-1 Notes will be
          $US1,000,000,000 and, in the case of the Class A-1 Definitive Notes,
          will be issued in minimum denominations of US$100,000 and integral
          multiples of US$10,000.

                                                                              8.
<PAGE>

3.2       DESCRIPTION AND FORM OF CLASS A-1 NOTES

          (a)  (FORM OF CLASS A-1 NOTES): The Class A-1 Notes must be serially
               numbered and typewritten or printed (in the case of Class A-1
               Book-Entry Notes) or typewritten, printed, lithographed or
               engraved or produced by any combination of these methods and with
               or without steel borders (in the case of Class A-1 Definitive
               Notes) in the form or substantially in the form set out in
               Schedule 1.

          (b)  (SIGNING OF CLASS A-1 NOTES): Each Class A-1 Note must be signed
               by an Authorised Officer or other duly appointed representative
               of the Issuer on behalf of the Issuer.

          (c)  (AUTHENTICATION OF CLASS A-1 NOTES): Each Class A-1 Note must be
               authenticated by an Authorised Officer or other duly appointed
               representative of the US Dollar Note Trustee on behalf of the US
               Dollar Note Trustee. No Class A-1 Note will be valid for any
               purpose unless and until so authenticated.

          (d)  (DATING OF CLASS A-1 NOTES): The Class A-1 Notes must be dated
               the date of their authentication.

3.3       INITIAL ISSUE AS BOOK-ENTRY NOTES

          (a)  (ISSUE AS BOOK-ENTRY NOTES): The Class A-1 Notes will upon issue
               be represented by one or more book-entry notes and will be
               initially registered in accordance with clause 4 in the name of
               Cede & Co, as nominee of The Depositary Trust Company as the
               initial Depository.

          (b)  (DELIVERY OF CLASS A-1 BOOK-ENTRY NOTES): The Issuer must on the
               Closing Date deliver or procure the delivery of the Class A-1
               Book-Entry Notes to the Principal Paying Agent as custodian for
               the Depository.

          (c)  (RIGHTS ATTACHING TO CLASS A-1 BOOK-ENTRY Notes): A Class A-1
               Book-Entry Note executed and authenticated in accordance with
               clause 3.2 will constitute binding and valid obligations of the
               Issuer. Until a Class A-1 Book-Entry Note has been exchanged
               pursuant to this Deed, it will in all respects be entitled to the
               same benefits as a Class A-1 Definitive Note except as
               specifically provided to the contrary in this Deed or the
               provisions of the Class A-1 Book-Entry Note.

          (d)  (EXCHANGE ETC.): Subject to this Deed, the procedures relating to
               the exchange, authentication, delivery, surrender, cancellation,
               presentation, marking up or down of any of a Class A-1 Book-Entry
               Note and any other matters to be carried out by the relevant
               parties upon exchange of any Class A-1 Book-Entry Note will be
               made in accordance with the provisions of the Class A-1
               Book-Entry Notes and the normal practice of the Depositary's
               nominee, the US Dollar Note Registrar and the rules and
               procedures of the Depository from time to time.

          (e)  (DEALINGS WITH DEPOSITORY): Unless and until the Class A-1
               Definitive Notes have been issued to a Class A-1 Note Owner
               pursuant to clause 3.4, the following provisions apply:

               (i)     the Issuer, the Manager, each Agent and the US Dollar
                       Note Trustee will be entitled to deal with the Depository
                       for all purposes whatsoever (including the payment of
                       principal of and interest on the Class A-1 Notes and the
                       giving of instructions or directions under this Deed) as
                       the absolute holder of the Class A-1 Notes and none of
                       the Issuer, the Manager, any Agent or the US Dollar Note
                       Trustee will be affected by notice to the contrary;



                                                                              9.
<PAGE>

               (ii)    whenever a notice or other communication to the Class A-1
                       Noteholders is required under this Deed or any other
                       Transaction Document all such notices and communications
                       must be given to the Depository and are not required to
                       be given to the Class A-1 Note Owners;

               (iii)   the rights of Class A-1 Note Owners may be exercised only
                       through the Depository and are limited to those
                       established by law and agreements between such Class A-1
                       Note Owners and the Depository and/or the Clearing Agency
                       Participants;

               (iv)    the Issuer, the Manager, each Agent and the US Dollar
                       Note Trustee may conclusively rely upon any statement
                       from the Depository or any Clearing Agency Participant as
                       to the votes, instructions or directions it has received
                       from Class A-1 Note Owners and/or Clearing Agency
                       Participants.

          To the extent that the provisions of this clause 3.3 conflict with any
          other provisions of this Deed, the provisions of this clause 3.3
          prevail.

3.4       ISSUE OF CLASS A-1 DEFINITIVE NOTES

          (a)  (EVENTS LEADING TO EXCHANGE):  If:

               (i)     the Depository advises the US Dollar Note Trustee in
                       writing that the Depository is no longer willing or able
                       properly to discharge its responsibilities with respect
                       to the Class A-1 Notes and the Manager is unable to
                       locate a qualified successor to act as Depository;

               (ii)    the Manager (at its option) advises the Issuer, the US
                       Dollar Note Trustee and the Depository in writing that
                       Class A-1 Definitive Notes are to be issued in
                       replacement of the Class A-1 Book Entry Notes; or

               (iii)   an Event of Default has occurred and is subsisting and
                       the Class A-1 Note Owners representing beneficial
                       interests aggregating to at least a majority of the
                       aggregate Invested Amount of the Class A-1 Notes advise
                       the Issuer through the Depository in writing that the
                       continuation of a book entry system through the
                       Depository is no longer in the best interests of the
                       Class A-1 Note Owners,

          then the Issuer, on the direction of the Manager, must within 30 days
          of such event instruct the Depository to notify all of the appropriate
          Class A-1 Note Owners of the occurrence of any such event and of the
          availability of Class A-1 Definitive Notes to such Class A-1 Note
          Owners requesting the same. The US Dollar Note Trustee must promptly
          advise the Issuer and the Manager upon the occurrence of an event
          referred to in clause 3.4(a)(i) and the Issuer must promptly advise
          the US Dollar Note Trustee and the Manager upon the occurrence of an
          event referred to in clause 3.4(a)(iii).

          (b)  (EXCHANGE FOR CLASS A-1 DEFINITIVE NOTES): Upon the surrender of
               Class A-1 Book-Entry Notes to the Issuer by the Depository
               following an instruction of the Issuer pursuant to clause 3.4(a),
               and the delivery by the Depository of the relevant registration
               instructions to the Issuer, the Issuer must issue and execute and
               the US Dollar Note Trustee must authenticate and deliver Class
               A-1 Definitive Notes of the same aggregate Invested Amount as
               those Class A-1 Book-Entry Notes, replacing those Class A-1
               Book-Entry Notes, in accordance with clause 3.2 and the
               instructions of the Depository. None of the US Dollar Note
               Trustee, the Manager, the Issuer or any Agent will be liable for
               any delay in delivery of such instructions

                                                                             10.
<PAGE>

               and each such person may conclusively rely on, and will be
               protected in relying on, such instructions.

          (c)  (NO OTHER ENTITLEMENT): No Class A-1 Note Owner will be entitled
               to receive a Class A-1 Definitive Note representing such Class
               A-1 Note Owner's interest in a Class A-1 Note, except as provided
               in this clause 3.4.

3.5       INDEMNITY FOR NON-ISSUE OF CLASS A-1 DEFINITIVE NOTES

          If the Issuer is required to issue Class A-1 Definitive Notes
          following an event specified in clause 3.4 but fails to do so within
          30 days of delivery to the Issuer of the Class A-1 Book-Entry Notes in
          accordance with clause 3.4 then the Issuer must, subject to clause 22,
          indemnify the US Dollar Note Trustee, the Class A-1 Noteholders and
          Class A-1 Note Owners, and keep them indemnified, against any loss or
          damage incurred by any of them if the amount received by the US Dollar
          Note Trustee, the Class A-1 Noteholders or Class A-1 Note Owners,
          respectively, is less than the amount that would have been received
          had Class A-1 Definitive Notes been issued. If the Issuer breaches its
          obligations under clause 3.4, it is acknowledged and agreed that
          damages alone will not be an adequate remedy for such a breach and
          that, in addition to any other rights they may have, the US Dollar
          Note Trustee, the Class A-1 Noteholders and the Class A-1 Note Owners
          are entitled to sue the Issuer for specific performance, injunctive
          relief or other equitable relief to enforce the Issuer's obligations
          under clause 3.4.

--------------------------------------------------------------------------------
4.        US DOLLAR NOTE REGISTER

4.1       MAINTENANCE OF US DOLLAR NOTE REGISTRAR

          The Issuer must procure that the US Dollar Note Register is
          maintained, and that Class A-1 Notes are transferred, exchanged,
          replaced, redeemed and cancelled, all in accordance with the
          provisions of the Class A-1 Notes (including the US Dollar Note
          Conditions) and the Agency Agreement. If at any time for any reason
          there ceases to be a person performing the functions of the US Dollar
          Note Registrar under the Agency Agreement, the Issuer must act as the
          US Dollar Note Registrar and perform all of the obligations of the US
          Dollar Note Registrar contained in the Agency Agreement.

4.2       PROVISION OF CLASS A-1 NOTEHOLDER INFORMATION

          (a)  (PROVISION OF INFORMATION): The Issuer must provide or procure
               the provision to the US Dollar Note Trustee (if the US Dollar
               Note Trustee is not the US Dollar Note Registrar) at intervals of
               not more than 6 months (commencing as from the Closing Date), and
               at such other times as the US Dollar Note Trustee may request in
               writing, all information in the possession or control of the US
               Dollar Note Registrar as to the names and addresses of the Class
               A-1 Noteholders, provided that the Issuer will not have any
               obligations pursuant to this clause 4.2(a) while the Class A-1
               Notes are all Class A-1 Book-Entry Notes.

          (b)  (US DOLLAR NOTE TRUSTEE'S OBLIGATIONS): The US Dollar Note
               Trustee must preserve, in as current form as is reasonably
               practicable, the names and addresses of the Class A-1 Noteholders
               provided to it pursuant to clause 4.2(a) or otherwise received by
               it in any capacity and must comply with its obligations pursuant
               to section 312(b) of the TIA.

          (c)  (PROTECTION): The Issuer, the US Dollar Note Trustee and the US
               Dollar Note Registrar will have the protection of section 312(c)
               of the TIA in relation to the disclosure of information in
               accordance with this clause 4.2.

                                                                             11.
<PAGE>

4.3       US DOLLAR NOTE REGISTER CONCLUSIVE

          A Class A-1 Note is not a certificate of title and the US Dollar Note
          Register is the only conclusive evidence of title to Class A-1 Notes.


--------------------------------------------------------------------------------
5.        REPRESENTATIONS AND WARRANTIES

5.1       BY THE ISSUER

          The Issuer represents and warrants to the US Dollar Note Trustee that:

          (a)  (DUE INCORPORATION): it is duly incorporated and has the
               corporate power to own its property and to carry on its business
               as is now being conducted;

          (b)  (CONSTITUTION): the execution delivery and performance of this
               Deed does not violate its constitution;

          (c)  (CORPORATE POWER): it has the power and has taken all corporate
               and other action required to enter into this Deed and to
               authorise the execution and delivery of this Deed and the
               performance of its obligations under this Deed;

          (d)  (FILINGS): all corporate notices and all registrations with the
               Australian Securities and Investments Commission, the Commission
               or similar office in its jurisdiction of incorporation and in any
               other jurisdiction required to be filed or effected, as
               applicable, by it in connection with the execution, delivery and
               performance of this Deed have been filed or effected, as
               applicable, and all such filings and registrations are current,
               complete and accurate;

          (e)  (LEGALLY BINDING OBLIGATION): its obligations under this Deed are
               valid, legally binding and enforceable obligations in accordance
               with the terms of this Deed except as such enforceability may be
               limited by any applicable bankruptcy, insolvency, reorganisation,
               moratorium or trust or general principles of equity or other
               similar laws affecting creditors' rights generally;

          (f)  (EXECUTION, DELIVERY AND PERFORMANCE): its execution, delivery
               and performance of this Deed does not violate any existing law or
               regulation in any applicable jurisdiction or any document or
               agreement to which it is a party or which is binding upon it or
               any of its assets;

          (g)  (AUTHORISATION): all consents, licences, approvals and
               authorisations of every Governmental Agency required to be
               obtained by it in connection with the execution, delivery and
               performance of this Deed in its personal capacity have been
               obtained and are valid and subsisting;

          (h)  (SERIES TRUST VALIDLY CREATED): the Series Trust has been validly
               created and is in existence at the date of this Deed;

          (i)  (SOLE TRUSTEE): it has been validly appointed as trustee of the
               Series Trust and is presently the sole trustee of the Series
               Trust;

          (j)  (MASTER TRUST DEED AND THE SERIES SUPPLEMENT): the Series Trust
               is solely constituted by the Master Trust Deed and the Series
               Supplement;

          (k)  (NO PROCEEDINGS TO REMOVE): it has received no notice and to its
               knowledge no resolution has been passed or direction or notice
               has been given, removing it as trustee of the Series Trust; and

          (l)  (NO BREACH): it is not in breach of any material provision of the
               Master Trust Deed or the Series Supplement.

                                                                             12.
<PAGE>

5.2       BY THE MANAGER

          The Manager represents and warrants to the US Dollar Note Trustee
          that:

          (a)  (DUE INCORPORATION): it is duly incorporated and has the
               corporate power to own its property and to carry on its business
               as is now being conducted;

          (b)  (CONSTITUTION): its execution, delivery and performance of this
               Deed does not violate its constitution;

          (c)  (CORPORATE POWER): it has the power and has taken all corporate
               and other action required to enter into this Deed and to
               authorise the execution and delivery of this Deed and the
               performance of its obligations under this Deed;

          (d)  (FILINGS): it has filed all corporate notices and effected all
               registrations with the Australian Securities and Investments
               Commission, the Commission or similar office in its jurisdiction
               of incorporation and in any other jurisdiction as required by law
               and all such filings and registrations are current, complete and
               accurate;

          (e)  (LEGALLY BINDING OBLIGATION): its obligations under this Deed are
               valid, legally binding and enforceable obligations in accordance
               with the terms of this Deed except as such enforceability may be
               limited by any applicable bankruptcy, insolvency,
               re-organisation, moratorium or trust or general principles of
               equity or other similar laws affecting creditors' rights
               generally;

          (f)  (EXECUTION, DELIVERY AND PERFORMANCE): its execution, delivery
               and performance of this Deed does not violate any existing law or
               regulation in any applicable jurisdiction or any document or
               agreement to which it is a party or which is binding upon it or
               any of its assets;

          (g)  (AUTHORISATION): all consents, licences, approvals and
               authorisations of every Governmental Agency required to be
               obtained by the Manager in connection with the execution,
               delivery and performance of this Deed have been obtained and are
               valid and subsisting;

          (h)  (INVESTMENT COMPANY): the Series Trust is not, and, if all the
               parties to the Transaction Documents perform their obligations
               under the Transaction Documents, will not become, an "investment
               company" as that term is defined in the Investment Company Act of
               1940 of the United States of America; and

          (i)  (COMPLIANCE WITH TIA): this Deed has been duly qualified under
               the TIA.

5.3       BY THE US DOLLAR NOTE TRUSTEE

          The US Dollar Note Trustee represents and warrants to the Issuer and
          the Manager that:

          (a)  (DUE INCORPORATION): it is duly incorporated and has the
               corporate power to own its property and to carry on its business
               as is now being conducted;

          (b)  (CONSTITUTION): its execution, delivery and performance of this
               Deed does not violate its constitution;

          (c)  (CORPORATE POWER): it has the power and has taken all corporate
               and other action required to enter into this Deed and to
               authorise the execution and delivery of this Deed and the
               performance of its obligations under this Deed;

          (d)  (FILINGS): it has filed all corporate notices and effected all
               registrations with the Commission or similar office in its
               jurisdiction of incorporation and in any other


                                                                             13.
<PAGE>

               jurisdiction as required by law and all such filings and
               registrations are current, complete and accurate;

          (e)  (LEGALLY BINDING OBLIGATION): its obligations under this Deed are
               valid, legally binding and enforceable obligations in accordance
               with the terms of this Deed except as such enforceability may be
               limited by any applicable bankruptcy, insolvency,
               re-organisation, moratorium or trust or general principles of
               equity or other similar laws affecting creditors' rights
               generally;

          (f)  (EXECUTION, DELIVERY AND PERFORMANCE): its execution, delivery
               and performance of this Deed does not violate any existing law or
               regulation in any applicable jurisdiction or any document or
               agreement to which it is a party or which is binding upon it or
               any of its assets;

          (g)  (AUTHORISATION): all consents, licences, approvals,
               authorisations of and filings with every Governmental Agency
               required to be obtained or made by the US Dollar Note Trustee in
               connection with the execution, delivery and performance of this
               Deed have been obtained or made and are valid and subsisting; and

          (h)  (ELIGIBLE TRUST CORPORATION): it is an Eligible Trust
               Corporation.


--------------------------------------------------------------------------------
6.        COVENANTS BY ISSUER AND MANAGER


6.1       COVENANT TO PAY

          (a)  (COVENANT TO PAY): Subject to and in accordance with the
               provisions of this Deed, the Series Supplement and the Class A-1
               Notes (including, without limitation, clauses 6.1(b) and 22 and
               Condition 12 of the US Dollar Note Conditions), the Issuer
               covenants in favour of the US Dollar Note Trustee that it will
               duly and punctually repay the principal of and pay interest and
               all other amounts owing in relation to the Class A-1 Notes to, or
               to the order of, the US Dollar Note Trustee in immediately
               available funds in US dollars as and when the same fall due for
               repayment or payment.

          (b)  (SATISFACTION OF COVENANT): Subject to clause 6.1(b) of the
               Agency Agreement, every payment by or at the direction of the
               Issuer to the Principal Paying Agent or the Currency Swap
               Provider made in accordance with the Agency Agreement on account
               of an amount owing in relation to the Class A-1 Notes will
               operate as payment by the Issuer to the US Dollar Note Trustee in
               satisfaction of the Issuer's obligations under clause 6.1(a).

6.2       COVENANT OF COMPLIANCE

          (a)  (CLASS A-1 NOTES): The Issuer and the Manager each severally
               covenants in favour of the US Dollar Note Trustee that it will
               comply with all of its obligations under the Class A-1 Notes (as
               if the provisions of the Class A-1 Notes, including the US Dollar
               Note Conditions, were set out in full in this Deed).

          (b)  (TRANSACTION DOCUMENTS): The Issuer and the Manager each
               severally covenants in favour of the US Dollar Note Trustee that
               it will:

               (i)     comply with, perform and observe all of its material
                       obligations under all the other Transaction Documents to
                       which it is a party; and

               (ii)    use reasonable endeavours to procure that each other
                       party to a Transaction Document (other than the US Dollar
                       Note Trustee) to which it is a party complies with its
                       material obligations under that Transaction Document.



                                                                             14.
<PAGE>

6.3       OTHER COVENANTS

          The Issuer and the Manager each severally covenants in favour of the
          US Dollar Note Trustee that so long as any Class A-1 Notes remain
          outstanding, and unless the US Dollar Note Trustee agrees otherwise in
          accordance with this Deed, it will:

          (a)  (ASSISTANCE TO US DOLLAR NOTE TRUSTEE): provide to the US Dollar
               Note Trustee, as the US Dollar Note Trustee may reasonably
               require to enable the US Dollar Note Trustee to perform its
               duties and functions under this Deed, such information, copies of
               any accounting records and other documents, statements and
               reports required to be maintained by, or that are otherwise in
               the possession of, the Issuer or the Manager, as the case may be,
               or which it is entitled to obtain from any person and execute
               such documents and do such things, which the Issuer has the power
               to do under the Master Trust Deed and Series Supplement, as may
               be necessary, in the reasonable opinion of the US Dollar Note
               Trustee, to give effect to this Deed or any other Transaction
               Document to which the US Dollar Note Trustee is a party;

          (b)  (NOTIFY EVENTS OF DEFAULT ETC.): promptly notify the US Dollar
               Note Trustee upon becoming aware of the occurrence of an Event of
               Default, Potential Event of Default, Servicer Default, Perfection
               of Title Event, Trustee Default, Manager Default or Potential
               Termination Event and provide the US Dollar Note Trustee with
               details of such occurrence;

          (c)  (CERTIFICATE AS TO COMPLIANCE): provide to the US Dollar Note
               Trustee within 120 days after the end of each fiscal year of the
               Series Trust (commencing on the fiscal year ending in June 2003):

               (i)     in accordance with section 314(a)(4) of the TIA, a brief
                       certificate from its principal executive officer,
                       principal financial officer or principal accounting
                       officer as to his or her knowledge of the activities of
                       the Issuer and the Manager in respect of the Series Trust
                       during that year and of the Issuer's or the Manager's, as
                       the case may be, compliance with all conditions,
                       covenants and other provisions under this Deed (including
                       under clause 6.2(b) and determined without regard to any
                       period of grace or requirement of notice under this Deed
                       or any other Transaction Document) and giving reasonable
                       details about any non-compliance; and

               (ii)    a certificate (which may be part of the certificate
                       referred to in clause 6.3(c)(i)) from an Authorised
                       Officer of the Issuer and from an Authorised Officer of
                       the Manager, as the case may be, stating whether to the
                       best of his or her knowledge in the period since the date
                       of execution of this Deed (in the case of the first such
                       certificate) based on a review of the activities referred
                       to in clause 6.3(c)(i) or since the provision of the most
                       recent certificate under this clause 6.3(c)(ii) (in the
                       case of any other such certificate), an Event of Default,
                       Potential Event of Default, Perfection of Title Event,
                       Servicer Default, Manager Default or Trustee Default has
                       occurred and, if any such event has occurred, giving
                       reasonable details of that event;

          (d)  (COPY NOTICES TO CLASS A-1 NOTEHOLDERS): provide, or procure that
               there is provided, to the US Dollar Note Trustee a copy of each
               notice given to Class A-1 Noteholders by the Issuer (at the same
               time as such notice is given);

          (e)  (AUDITOR'S REPORT): in the case of the Manager only, provide, or
               procure that there is provided, to the US Dollar Note Trustee,
               within 10 Business Days of the date of its issue, a copy of each
               report issued by the Auditor pursuant to clauses 21.9 and 22.3 of
               the Master Trust Deed;



                                                                             15.
<PAGE>

          (f)  (ACCESS TO RECORDS): allow the US Dollar Note Trustee, and any
               person appointed by the US Dollar Note Trustee to whom it has no
               reasonable objection, access at all times during normal business
               hours, upon reasonable notice, to the accounting records of the
               Series Trust held by it or in its control;

          (g)  (OPINION AS TO FILING): procure that there is provided to the US
               Dollar Note Trustee in accordance with section 314(b) of the TIA:

               (i)     on the Closing Date, Counsel's Opinion either stating
                       that the Security Trust Deed 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 no
                       such action is necessary to make such Security Interest
                       effective; and

               (ii)    within 120 days after the end of each fiscal year of the
                       Series Trust (commencing on the fiscal year ending in
                       June 2004), Counsel's Opinion either stating that such
                       action has been taken with respect to the recording,
                       filing, re-recording and re-filing of the Security Trust
                       Deed as is necessary to maintain the Security Interest
                       created by the Security Trust Deed and reciting the
                       details of such action or stating that no such action is
                       necessary to maintain such Security Interest;

          (h)  (CHANGE OF MANAGER): in the case of the Issuer only, promptly
               notify the US Dollar Note Trustee of any retirement or
               replacement of the Manager pursuant to clause 20 of the Master
               Trust Deed and of the appointment of a Substitute Manager;

          (i)  (TRANSACTION DOCUMENTS): in the case of the Manager only, provide
               to the US Dollar Note Trustee, on or prior to the Issue Date in
               respect of the Class A-1 Notes, one copy of each Transaction
               Document as at that Issue Date (other than any Transaction
               Document to which the US Dollar Note Trustee is a party) and
               provide to the US Dollar Note Trustee a copy of each Transaction
               Document executed after the Issue Date (other than any
               Transaction Document to which the US Dollar Note Trustee is a
               party) promptly after its execution; and

          (j)  (PAYING AGENTS TRUST): ensure that each Paying Agent agrees, as a
               term of its appointment, to hold in trust for the benefit of
               Class A-1 Noteholders or the US Dollar Note Trustee all sums held
               by such Paying Agent for the payment of the principal of or
               interest on the Class A-1 Notes and to promptly give to the US
               Dollar Note Trustee notice of any default by the Issuer (without
               regard to any grace period) in the making of any such payment.

6.4       COVENANTS BETWEEN ISSUER AND MANAGER

          (a)  (OBLIGATIONS OF MANAGER): Without limiting any other obligations
               of the Manager pursuant to any Transaction Document, the Manager
               covenants in favour of the Issuer to prepare and submit to the
               Issuer all documents required to be filed with or submitted to
               the Commission by the Issuer in relation to the Class A-1 Notes,
               the Series Trust or this Deed at least, where possible, 5
               Business Days before such filing or submission is required and to
               take such other actions as may reasonably be taken by the Manager
               to perform or ensure the performance by the Issuer of its
               obligations under the TIA, the Exchange Act in relation to the
               Class A-1 Notes, the Series Trust or this Deed. No breach by the
               Issuer of any obligation under the TIA, the Exchange Act or this
               Deed will be considered to be fraudulent, negligent or wilful
               default for the purposes of clause 22.3 to the extent that it
               results from a breach by the Manager of this clause 6.4(a).

          (b)  (OBLIGATION OF ISSUER): Subject to compliance by the Manager with
               clause 6.4(a), the Issuer covenants in favour of the Manager to
               sign all documents and do all

                                                                             16.
<PAGE>

               things reasonably requested by the Manager in relation to the
               compliance by the Issuer or the Manager of its obligations under
               the TIA or the Exchange Act in relation to the Class A-1 Notes,
               the Series Trust or this Deed.

--------------------------------------------------------------------------------
7.        ENFORCEMENT

7.1       NOTICE FOLLOWING AN EVENT OF DEFAULT OR POTENTIAL EVENT OF DEFAULT

          If an Event of Default or Potential Event of Default has occurred and
          is known to the US Dollar Note Trustee, the US Dollar Note Trustee
          must:

          (a)  (NOTIFY CLASS A-1 NOTEHOLDERS): notify each Class A-1 Noteholder
               and such other persons as are specified in Section 313(c) of the
               TIA of the Event of Default or Potential Event of Default, as the
               case may be, within 10 days, or such shorter period as may be
               required by the rules of any stock exchange on which the Class
               A-1 Notes are listed, after becoming aware of the Event of
               Default, or Potential Event of Default provided that except in
               the case of a default in payment of principal or interest on any
               Class A-1 Note, the US Dollar Note Trustee may withhold such
               notice if and so long as the board of directors, the executive
               committee or a trust committee of its directors and/or Authorised
               Officers in good faith determine that withholding the notice is
               in the interest of Class A-1 Noteholders;

          (b)  (DETERMINE WHETHER TO SEEK DIRECTIONS): if a meeting of Voting
               Secured Creditors is to be held under the Security Trust Deed,
               determine whether it proposes to seek directions from Class A-1
               Noteholders as to how to vote at that meeting and, if so, whether
               it proposes to instruct the Security Trustee to delay the holding
               of that meeting while it obtains such directions from the Class
               A-1 Noteholders; and

          (c)  (VOTE AT MEETING OF SECURED CREDITORS): subject to clause 7.2,
               vote at any meeting of Voting Secured Creditors held under the
               Security Trust Deed in accordance with clause 9.8.

7.2       RESTRICTIONS ON ENFORCEMENT

          (a)  (CLASS A-1 NOTES OUTSTANDING): If any of the Class A-1 Notes
               remain outstanding and are due and payable otherwise than by
               reason of a default in payment of any amount due on the Class A-1
               Notes, the US Dollar Note Trustee must not vote at a meeting of
               Voting Secured Creditors under the Security Trust Deed, or
               otherwise direct the Security Trustee, to dispose of the Charged
               Property unless:

               (i)     a sufficient amount would be realised to discharge in
                       full all amounts owing to the Class A-1 Noteholders in
                       respect of the Class A-1 Notes and any other amounts
                       owing by the Issuer to any other person ranking in
                       priority to or equally with the Class A-1 Notes;

               (ii)    the US Dollar Note Trustee is of the opinion, reached
                       after considering at any time and from time to time the
                       advice of an investment bank or other financial adviser
                       selected by the US Dollar 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 clause
                       7.2(a)(i); or

               (iii)   the US Dollar Note Trustee is so directed by a Special
                       Majority of Class A-1 Noteholders.

                                                                             17.
<PAGE>

          (b)  (LIABILITY FOR ENFORCEMENT): Subject to clauses 8.3, 9.3 and 9.5
               and the mandatory provisions of the TIA, the US Dollar Note
               Trustee will not be liable for any decline in the value, nor any
               loss realised upon any sale or other dispositions made under the
               Security Trust Deed, of any Charged Property. Without limiting
               the foregoing, the US Dollar Note Trustee will not 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 clause 7.2(a).

7.3       US DOLLAR NOTE TRUSTEE MAY ENFORCE

          The US Dollar Note Trustee has the power, subject to clause 22:

          (a)  (ENFORCE FOLLOWING DEFAULT): in the event of a default in
               repayment of the principal or payment of interest by the Issuer
               in respect of any Class A-1 Note when and as the same shall
               become due and payable, which default has continued for a period
               of 10 days, to recover judgment, in its own name and as trustee
               of the US Dollar Note Trust, against the Issuer upon the Class
               A-1 Notes for the whole amount of such principal and interest
               remaining unpaid; and

          (b)  (FILE PROOFS): to file such proofs of claim and other payments or
               documents as may be necessary or advisable in order to have the
               claims of the US Dollar Note Trustee and the Class A-1
               Noteholders allowed in any judicial proceedings in relation to
               the Issuer upon the Class A-1 Notes, the Creditors in relation to
               the Series Trust or the Assets of the Series Trust;

          (c)  (COLLECT MONEYS): to collect and receive any moneys or other
               property payable or deliverable on any of those claims and to
               distribute those moneys; and

          (d)  (ENFORCE RIGHTS): if an Event of Default occurs and is
               subsisting, to proceed to protect and enforce its rights and the
               rights of the Class A-1 Noteholders by such appropriate judicial
               proceedings as the US Dollar Note Trustee deems most effectual to
               protect and enforce any such rights, whether for the performance
               of any provision of this Deed or in aid of the exercise of any
               power under this Deed or to enforce any other proper remedy,

          but nothing in this clause 7.3 is to be construed as requiring the US
          Dollar Note Trustee to take any such action unless it has been
          directed to do so by a Special Majority of the Class A-1 Noteholders
          and has been indemnified or put in funds to its satisfaction by the
          Class A-1 Noteholders against any liability that it may incur as a
          result of taking such action. If the US Dollar Note Trustee takes any
          action to enforce any of the provisions of the Class A-1 Notes proof
          that as regards any Class A-1 Note the Issuer has not paid any
          principal or interest due in respect of that Class A-1 Note will
          (unless the contrary is proved) be sufficient evidence that the Issuer
          has not paid that principal or interest on all other Class A-1 Notes
          in respect of which the relevant payment is then due.

7.4       US DOLLAR NOTE TRUSTEE ALONE MAY ENFORCE

          Subject to clause 19.4 and the mandatory provisions of the TIA, only
          the US Dollar Note Trustee may enforce, or direct the Security Trustee
          to enforce, the obligations of the Issuer or the Manager to the Class
          A-1 Noteholders under the Class A-1 Notes, this Deed or any other
          Transaction Document. No Class A-1 Noteholder is entitled to proceed
          directly against the Issuer or the Manager in respect of the Class A-1
          Notes, this Deed or any other Transaction Document.



                                                                             18.
<PAGE>

--------------------------------------------------------------------------------
8.        US DOLLAR NOTE TRUSTEE'S POWERS, PROTECTIONS ETC.

8.1       US DOLLAR NOTE TRUSTEE'S ADDITIONAL POWERS, PROTECTIONS, ETC.

          By way of supplement to any Statute regulating the US Dollar Note
          Trust and in addition to the powers, rights and protections which may
          from time to time be vested in or available to the US Dollar Note
          Trustee by the general law it is expressly declared, notwithstanding
          anything to the contrary in this Deed (subject only to clauses 8.3,
          9.3 and 9.5 and the mandatory provisions of the TIA) as follows.

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

          (b)  (CLASS A-1 NOTES): The US Dollar Note Trustee is not responsible
               for the receipt or application of the proceeds of issue of any of
               the Class A-1 Notes or (except when acting as US Dollar Note
               Registrar and to the extent specifically provided in this Deed or
               the Agency Agreement) for the exchange, transfer or cancellation
               of any Class A-1 Note.

          (c)  (ACT ON PROFESSIONAL ADVICE): Subject to clause 9.2(b), the US
               Dollar Note Trustee may act on the opinion or advice of, or
               information obtained from, any lawyer, valuer, banker, broker,
               accountant or other expert appointed by the US Dollar Note
               Trustee, or by a person other than US Dollar Note Trustee, where
               that opinion, advice or information is addressed to the US Dollar
               Note Trustee or by its terms is expressed to be capable of being
               relied upon by the US Dollar Note Trustee. Subject to clause
               9.2(b), the US Dollar Note Trustee will not be responsible to any
               Interested Person for any loss occasioned by so acting and in
               reliance on such advice. Any such opinion, advice or information
               may be sent or obtained by letter, telex or facsimile
               transmission and the US Dollar Note Trustee will not be liable to
               any Interested Person for acting on any opinion, advice or
               information conforming with any applicable requirements of this
               Deed or the TIA and purporting to be conveyed by such means even
               though it contains some error which is not a manifest error or is
               not authentic.

          (d)  (NO ENQUIRY): Unless specifically required under this Deed, the
               US Dollar Note Trustee is not bound to give notice to any person
               of the execution of this Deed or to take any steps to ascertain
               whether there has occurred any Event of Default, Potential Event
               of Default, Perfection of Title Event, Servicer Default, Manager
               Default or Trustee Default or event which, with the giving of
               notice or the lapse of time would constitute a Perfection of
               Title Event, Servicer Default, Manager Default or Trustee Default
               or to keep itself informed about the circumstances of the Issuer
               or the Manager and, until it has actual knowledge or express
               notice to the contrary, the US Dollar Note Trustee may assume
               that no Event of Default, Potential Event of Default, Perfection
               of Title Event, Servicer Default, Manager Default or Trustee
               Default has occurred and that the Issuer, the Manager and each
               other party to the Transaction Documents (other than the US
               Dollar Note Trustee) are observing and performing all the
               obligations on their part contained in the Transaction Documents
               and need not inquire whether that is, in fact, the case (but
               nothing in this clause 8.1(d) is to be construed as limiting the
               US Dollar Note

                                                                             19.
<PAGE>

               Trustee's right to make such inquiries, in its discretion, and to
               exercise its powers under this Deed so to do).

          (e)  (ACTS PURSUANT TO DIRECTIONS): The US Dollar Note Trustee will
               not be responsible for having acted in good faith upon a
               direction purporting to have been given by a Majority of the
               Class A-1 Noteholders even though it may subsequently be found
               that for any reason such direction was not valid or binding upon
               the US Dollar Note Trustee. However, for the purposes of
               determining whether a Majority of Class A-1 Noteholders have
               given a direction which the US Dollar Note Trustee may rely upon
               in accordance with this clause, Class A-1 Notes which the US
               Dollar Note Trustee knows are owned by the Issuer or the Manager
               or by any person directly or indirectly controlling or controlled
               by or under direct or indirect common control with the Issuer or
               the Manager, shall be disregarded.

          (f)  (RELIANCE): Subject to clause 9.2(b), the US Dollar Note Trustee
               is, for any purpose and at any time, entitled to rely on, act
               upon, accept and regard as conclusive and sufficient (without
               being in any way bound to call for further evidence or
               information or being responsible for any loss that may be
               occasioned by such reliance, acceptance or regard) any of the
               following:

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

               (ii)    any information or statement provided to it in relation
                       to the Class A-1 Notes, the Class A-1 Noteholders or the
                       Class A-1 Note Owners by the Depositary or its nominee;

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

               (iv)    all accounts supplied to the US Dollar Note Trustee
                       pursuant to this Deed and all reports of the Auditor
                       supplied to the US Dollar Note Trustee pursuant to this
                       Deed; and

               (v)     notices and other information supplied to the US Dollar
                       Note Trustee under this Deed,

               save, in each case, when it is actually aware that the
               information supplied pursuant to subclauses (i) to (v) is
               incorrect or incomplete.

          (g)  (DIRECTOR'S CERTIFICATES): Subject to clause 9.2(b), the US
               Dollar Note Trustee may call for and may accept as sufficient
               evidence of any fact or matter or of the expediency of any
               dealing, transaction, step or thing a certificate signed by any
               two directors or Authorised Officers of the Issuer or the Manager
               as to any fact or matter upon which the US Dollar Note Trustee
               may, in the exercise of any of its duties, powers, authorities
               and discretions under this Deed, require to be satisfied or to
               have information to the effect that in the opinion of the person
               or persons so certifying any particular dealing, transaction,
               step or thing is expedient and the US Dollar Note Trustee will
               not be bound to call for further evidence and will not be
               responsible for any loss that may be occasioned by acting on any
               such certificate (but nothing in this clause 8.1(g) is to be
               construed as either limiting the US Dollar Note Trustee's right
               to call for such evidence, in its discretion, and to exercise its
               powers under this Deed so to do or permitting the US Dollar Note
               Trustee to rely on

                                                                             20.
<PAGE>

               evidence of compliance with conditions precedent where such
               reliance is not permitted by section 314 of the TIA).

          (h)  (SIGNATURES): The US Dollar Note Trustee may rely in good faith
               on the validity of any signature on any Class A-1 Note, transfer,
               form of application or other instrument or document unless the US
               Dollar Note Trustee has reason to believe that the signature is
               not genuine. The US Dollar Note Trustee is not liable to make
               good out of its own funds any loss incurred by any person if a
               signature is forged or otherwise fails to bind the person whose
               signature it purports to be or on whose behalf it purports to be
               made.

          (i)  (CUSTODY OF DOCUMENTS): The US Dollar Note Trustee may hold or
               deposit this Deed and any deed or documents relating to this Deed
               or to the Transaction Documents in any part of the world, other
               than the Commonwealth of Australia, and with any banker or
               banking company or entity whose business includes undertaking the
               safe custody of deeds or documents or with any lawyer or firm of
               lawyers reasonably believed by it to be of good repute and the US
               Dollar Note Trustee will not be responsible for any loss incurred
               in connection with any such holding or deposit and may pay all
               sums to be paid on account of or in respect of any such deposit.

          (j)  (DISCRETION): The US Dollar Note Trustee, as regards all the
               powers, trusts, authorities and discretions vested in it pursuant
               to this Deed, any other Transaction Document or otherwise, has,
               subject to any express provision to the contrary contained in
               this Deed or any other Transaction Document to which it is a
               party, absolute and uncontrolled discretion as to the exercise of
               such powers, authorities, trusts and discretions and will be in
               no way responsible to any Interested Person or any other person
               for any loss, costs, damages, expenses or inconvenience which may
               result from the exercise or non-exercise of such powers,
               authorities, trusts and discretions. Without limiting the
               foregoing, any consent or approval given by the US Dollar Note
               Trustee for the purposes of this Deed or any other Transaction
               Document may be given on such terms and subject to such
               conditions (if any) as the US Dollar Note Trustee thinks fit and,
               notwithstanding anything to the contrary in this Deed, may be
               given retrospectively.

          (k)  (EMPLOY AGENTS): Wherever it considers it expedient in the
               interests of the Class A-1 Noteholders, the US Dollar Note
               Trustee may, instead of acting personally, employ and pay an
               agent selected by it, whether or not a lawyer or other
               professional person, to transact or conduct, or concur in
               transacting or conducting any business and to do or concur in
               doing all acts required to be done by the US Dollar Note Trustee
               (including the receipt and payment of money under this Deed). The
               US Dollar Note Trustee will not be responsible to any Interested
               Person for any misconduct, or default on the part of any such
               person appointed by it under this Deed or be bound to supervise
               the proceedings or acts of any such person, provided that the US
               Dollar Note Trustee has exercised good faith and due care in such
               appointment and that any such person will be a person who is in
               the opinion of the US Dollar Note Trustee appropriately qualified
               to do any such things. Any such agent being a lawyer, banker,
               broker or other person engaged in any profession or business will
               be entitled to charge and be paid all usual professional and
               other charges for business transacted and acts done by him or her
               or any partner of his or her or by his or her firm in connection
               with this Deed and also his or her reasonable charges in addition
               to disbursements for all other work and business done and all
               time spent by him or her or his or her partners or firm on
               matters arising in connection with this Deed including matters
               which might or should have been attended to in person by a
               trustee not being a lawyer, banker, broker or other professional
               person.



                                                                             21.
<PAGE>

          (l)  (DELEGATION): Subject to clause 8.5, the US Dollar Note Trustee
               may whenever it thinks it expedient in the interests of Class A-1
               Noteholders, delegate to any person or fluctuating body of
               persons selected by it all or any of the duties, powers,
               authorities, trusts and discretions vested in the US Dollar Note
               Trustee by this Deed provided that, except as provided in any
               Transaction Documents, the US Dollar Note Trustee may not
               delegate to such third parties any material part of its powers,
               duties or obligations as US Dollar Note Trustee (provided that
               following the occurrence of an Event of Default the US Dollar
               Note Trustee may delegate any of its powers, duties and
               obligations to be exercised or performed in Australia). Any such
               delegation may be by power of attorney or in such other manner as
               the US Dollar Note Trustee may think fit and may be made upon
               such terms and conditions (including power to sub-delegate) and
               subject to such regulations as the US Dollar Note Trustee may
               think fit. Provided that the US Dollar Note Trustee has exercised
               good faith and due care in the selection of such delegate, and
               subject to clause 8.6, it will not be under any obligation to any
               Interested Person to supervise the proceedings or be in any way
               responsible for any loss incurred by reason of any misconduct or
               default on the part of any such delegate or sub-delegate.

          (m)  (APPLY TO COURT): The US Dollar Note Trustee may, whenever it
               thinks it expedient in the interests of the Class A-1
               Noteholders, apply to any court for directions in relation to any
               question of law or fact arising either before or after an Event
               of Default and assent to or approve any applications of any Class
               A-1 Noteholder, the Issuer or the Manager.

          (n)  (DISCLOSURE): Subject to this Deed, any applicable laws and any
               duty of confidentiality owed by any Interested Person to any
               other person, the US Dollar Note Trustee may, for the purpose of
               meeting its obligations under this Deed, disclose to any Class
               A-1 Noteholder any confidential, financial or other information
               made available to the US Dollar Note Trustee by an Interested
               Person or any other person in connection with this Deed.

          (o)  (DETERMINATION): The US Dollar Note Trustee, as between itself
               and the Class A-1 Noteholders, has full power to determine
               (acting reasonably and in good faith) all questions and doubts
               arising in relation to any of the provisions of this Deed and
               every such determination, whether made upon such a question
               actually raised or implied in the acts or proceedings of the US
               Dollar Note Trustee, will be conclusive and will bind the US
               Dollar Note Trustee and the Class A-1 Noteholders.

          (p)  (INTERESTS OF CLASS A-1 NOTEHOLDERS): In connection with the
               exercise by it of any of its trusts, powers, authorities and
               discretions under this Deed or any other Transaction Document
               (including, without limitation, any modification, waiver,
               authorisation or determination), the US Dollar Note Trustee must
               where it is required to have regard to the interests of the Class
               A-1 Noteholders, have regard to the general interests of the
               Class A-1 Noteholders as a class. The US Dollar Note Trustee will
               not incur any liability to any Class A-1 Noteholder as a result
               of the US Dollar Note Trustee giving effect to this clause
               8.1(p).

          (q)  (ASSUMPTION AS TO PREJUDICE): The US Dollar Note Trustee is
               entitled to assume, for the purposes of exercising any power,
               trust, authority, duty or discretion under or in relation to the
               Class A-1 Notes, this Deed or any other Transaction Document,
               that such exercise will not be materially prejudicial to the
               interests of the Class A-1 Noteholders if each of the Rating
               Agencies has confirmed in writing that such exercise will not
               result in the reduction, qualification or withdrawal of the
               credit rating then assigned by it to the Class A-1 Notes (but
               nothing in this clause is to be construed as requiring the US
               Dollar Note Trustee to obtain such confirmation).

          (r)  (VALIDITY OF TRANSACTION DOCUMENTS): The US Dollar Note Trustee
               is not responsible for the execution, delivery, legality,
               effectiveness, adequacy,

                                                                             22.
<PAGE>

               genuineness, validity, performance, enforceability, admissibility
               in evidence, form or content of this Deed or any other
               Transaction Document (other than the execution and delivery by it
               of this Deed and each other Transaction Document to which it is
               expressed to be a party and the performance of those obligations
               expressed to be binding on it under this Deed and such
               Transaction Documents) and is not liable for any failure to
               obtain any licence, consent or other authority for the execution,
               delivery, legality, effectiveness, adequacy, genuineness,
               validity, performance, enforceability or admissibility in
               evidence of this Deed or any other Transaction Document except to
               the extent specifically provided in this Deed or such Transaction
               Document. The US Dollar Note Trustee is not responsible for
               recitals, statements, warranties or representations of any party
               (other than itself) contained in any Transaction Document (and is
               entitled to assume the accuracy and correctness thereof).

          (s)  (DEFECT IN SECURITY INTEREST): The US Dollar Note Trustee is not
               bound or concerned to examine or enquire into nor is it liable
               for any defect in or failure to perfect any Security Interest
               created or purported to be created by the Security Trust Deed and
               the US Dollar Note Trustee may accept without enquiry,
               requisition or objection such title as the Issuer may have to the
               Charged Property or any part thereof from time to time and shall
               not be bound to investigate or make any enquiry into the title of
               the Issuer to the Charged Property or any part thereof from time
               to time.

          (t)  (CLASS A-1 NOTEHOLDERS RESPONSIBLE): Each Class A-1 Noteholder is
               solely responsible for making its own independent appraisal of
               and investigation into the financial condition, creditworthiness,
               condition, affairs, status and, nature of the Issuer and the
               Series Trust and the US Dollar Note Trustee does not at any time
               have any responsibility for the same and no Class A-1 Noteholder
               may rely on the US Dollar Note Trustee in respect of such
               appraisal and investigation.

          (u)  (LIMIT ON OBLIGATIONS): No provision of this Deed or any other
               Transaction Document requires the US Dollar Note Trustee to do
               anything which may be contrary to any applicable law or
               regulation or to 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 shall
               have reasonable grounds for believing that repayment of such
               funds or full indemnity against such risk or liability is not
               assured to it. Except for the obligations imposed on it under
               this Deed, the Class A-1 Notes or any other Transaction Document,
               the US Dollar Note Trustee is not obliged to do or omit to do any
               thing, including entering into any transaction or incurring any
               liability unless the US Dollar Note Trustee's liability, is
               limited in a manner satisfactory to the US Dollar Note Trustee in
               its absolute discretion.

          (v)  (NO DUTY TO PROVIDE INFORMATION): Subject to the express
               requirements of this Deed or otherwise as required by any law,
               the US Dollar Note Trustee has no duty (either initially, or on a
               continuing basis) to consider or provide any Class A-1
               Noteholders with any confidential financial, price sensitive or
               other information made available by the Issuer, the Manager or
               any other person under or in connection with this Deed or any
               Transaction Document (whenever coming into its possession) and no
               Class A-1 Noteholder is entitled to take any action to obtain
               from the US Dollar Note Trustee any such information.

          (w)  (NO LIABILITY FOR BREACH): The US Dollar Note Trustee is not to
               be under any liability whatsoever for a failure to take any
               action in respect of any breach by the Issuer of its duties as
               trustee of the Series Trust of which the US Dollar Note Trustee
               is not aware or in respect of any Event of Default or Potential
               Event of Default of which the US Dollar Note Trustee is not
               aware.

                                                                             23.
<PAGE>

          (x)  (DISPUTE OR AMBIGUITY): In the event of any dispute or ambiguity
               as to the construction or enforceability of this Deed or any
               other Transaction Document, or the US Dollar Note Trustee's
               powers or obligations under or in connection with this Deed or
               the determination or calculation of any amount or thing for the
               purpose of this Deed or the construction or validity of any
               direction from Class A-1 Noteholders, provided the US Dollar Note
               Trustee is using reasonable endeavours to resolve such ambiguity
               or dispute, the US Dollar Note Trustee, in its absolute
               discretion, may (but will have no obligation to) refuse to act or
               refrain from acting in relation to matters affected by such
               dispute or ambiguity.

          (y)  (LOSS TO CHARGED PROPERTY): The US Dollar Note Trustee shall not
               be responsible for any loss, expense or liability occasioned to
               the Charged Property or any other property or in respect of all
               or any of the moneys which may stand to the credit of the
               Collections Account from time to time however caused (including,
               without limitation, where caused by an act or omission of the
               Security Trustee) unless that loss is occasioned by the fraud,
               negligence, wilful default or breach of trust of the US Dollar
               Note Trustee.

          (z)  (CONVERSION OF MONEY): Where necessary or expedient in order to
               fulfil its obligations under this Deed or any Transaction
               Document the US Dollar Note Trustee may convert any moneys
               forming part of the US Dollar Trust Fund from one currency into
               another at such market exchange rate or rates as are reasonably
               determined by the US Dollar Note Trustee.

          (aa) (RATINGS): Except as otherwise provided in this Deed or any other
               Transaction Document, the US Dollar Note Trustee has no
               responsibility for the maintenance of any rating of the Class A-1
               Notes by any Rating Agency or any other person.

          (bb) (NO LIABILITY FOR TAX ON PAYMENTS): The US Dollar Note Trustee
               has no responsibility whatsoever to any Class A-1 Noteholder or
               any other person in relation to any deficiency in a payment by
               the US Dollar Note Trustee to any Class A-1 Noteholders if that
               deficiency arises as a result of the US Dollar Note Trustee or
               the Issuer being subject to any Tax in respect of that payment,
               the Charged Property, the Security Trust Deed, this Deed or any
               income or proceeds from them.

8.2       WAIVERS

          Subject to clause 7.1(a), the US Dollar Note Trustee may, and if
          directed to do so by a Majority of Class A-1 Noteholders must, on such
          terms and conditions as it may deem reasonable, without the consent of
          any of the Class A-1 Noteholders, and without prejudice to its rights
          in respect of any subsequent breach agree to any waiver or
          authorisation of any breach or proposed breach of any of the terms and
          conditions of the Transaction Documents by the Issuer, the Manager or
          any other person which, unless the US Dollar Note Trustee is acting on
          the direction of a Majority of Class A-1 Noteholders, is not, in the
          opinion of the US Dollar Note Trustee, materially prejudicial to the
          interests of the Class A-1 Noteholders as a class. No such waiver,
          authorisation or determination may be made in contravention of any
          prior direction by a Majority of the Class A-1 Noteholders. No
          direction of the Class A-1 Noteholders shall affect any such waiver,
          authorisation or determination previously given or made. Any such
          waiver, authorisation or determination will, if the US Dollar Note
          Trustee so requires, be notified to the Class A-1 Noteholders by the
          Issuer as soon as practicable after it is made in accordance with this
          Deed.

8.3       US DOLLAR NOTE TRUSTEE'S LIABILITY

          Nothing in this Deed or any other Transaction Document will in any
          case in which the US Dollar Note Trustee has failed to show the degree
          of care and diligence required of it as trustee having regard to the
          provisions of this Deed and the mandatory provisions of the TIA
          conferring on it any trusts, powers, authorities or discretions exempt
          the US Dollar Note

                                                                             24.
<PAGE>

          Trustee from or indemnify it against any liability for breach of trust
          or any liability which by virtue of any rule of law would otherwise
          attach to it in respect of fraud or wilful default of which it may be
          guilty in relation to its duties under this Deed.

8.4       DEALINGS WITH SERIES TRUST

          Subject to clause 9.7, none of the:

          (a)  (US DOLLAR NOTE TRUSTEE): US Dollar Note Trustee in its personal
               or any other capacity;

          (b)  (RELATED BODIES CORPORATE): Related Bodies Corporate of the US
               Dollar Note Trustee;

          (c)  (DIRECTORS ETC.): directors or officers of the US Dollar Note
               Trustee or its Related Bodies Corporate; or

          (d)  (SHAREHOLDERS): shareholders of the US Dollar Note Trustee or its
               Related Bodies Corporate,

          is prohibited from:

          (e)  (SUBSCRIBING FOR): subscribing for, purchasing, holding, dealing
               in or disposing of Class A-1 Notes;

          (f)  (CONTRACTING WITH): at any time:

               (i)     contracting with;

               (ii)    acting in any capacity as representative or agent for; or

               (iii)   entering into any financial, banking, agency or other
                       transaction with,

               any other of them, the Issuer, the Manager or any Secured
               Creditor (including any Class A-1 Noteholder); or

          (g)  (BEING INTERESTED IN): being interested in any contract or
               transaction referred to in paragraphs (e) or (f).

          None of the persons mentioned is liable to account to the Class A-1
          Noteholders for any profits or benefits (including, without
          limitation, bank charges, commission, exchange brokerage and fees)
          derived in connection with any contract or transaction referred to in
          paragraphs (e) or (f). The preceding provisions of this clause 8.4
          only apply if the relevant person, in connection with the action,
          contract or transaction, acts in good faith to all Class A-1
          Noteholders and, in the case of the US Dollar Note Trustee, are
          subject to section 311(a) of the TIA.

8.5       DELEGATION OF DUTIES OF US DOLLAR NOTE TRUSTEE

          The US Dollar Note Trustee must not delegate to any person any of its
          trusts, duties, powers, authorities or discretions under this Deed
          except:

          (a)  (RELATED BODY CORPORATE): to a Related Body Corporate of the US
               Dollar Note Trustee; or

          (b)  (AS OTHERWISE PERMITTED): in accordance with the provisions of
               this Deed or otherwise as agreed by the Manager.

                                                                             25.
<PAGE>

8.6       RELATED BODY CORPORATE OF THE US DOLLAR NOTE TRUSTEE

          Where the US Dollar Note Trustee delegates any of its trusts, duties,
          powers, authorities and discretions to any person who is a Related
          Body Corporate of the US Dollar Note Trustee, the US Dollar Note
          Trustee at all times remains liable for the acts or omissions of such
          Related Body Corporate and for the payment of fees of that Related
          Body Corporate when acting as delegate.

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9.        DUTIES OF THE US DOLLAR NOTE TRUSTEE

9.1       US DOLLAR NOTE TRUSTEE'S GENERAL DUTIES

          The US Dollar Note Trustee must comply with the duties imposed on it
          by this Deed, the Class A-1 Notes (including the US Dollar Note
          Conditions) and each other Transaction Document to which it is a party
          and must:

          (a)  (ACT CONTINUOUSLY): act continuously as trustee of the US Dollar
               Note Trust until the US Dollar Note Trust is terminated in
               accordance with this Deed or until it has retired or been removed
               in accordance with this Deed; and

          (b)  (HAVE REGARD TO THE INTERESTS OF CLASS A-1 NOTEHOLDERS): in the
               exercise of all discretions vested in it by this Deed and all
               other Transaction Documents, except where expressly provided
               otherwise, have regard to the interest of the Class A-1
               Noteholders as a class.

9.2       DUTIES OF THE US DOLLAR NOTE TRUSTEE PRIOR TO EVENT OF DEFAULT

          Prior to an Event of Default:

          (a)  (US DOLLAR NOTE TRUSTEE NOT LIABLE): the US Dollar Note Trustee
               shall not be liable except for the performance of such duties as
               are specifically set out in this Deed, the Class A-1 Notes
               (including the US Dollar Note Conditions) or any other
               Transaction Document to which it is a party and no implied
               covenants or obligations on the part of the US Dollar Note
               Trustee are to be read into this Deed; and

          (b)  (RELIANCE ON CERTIFICATES): the US Dollar Note Trustee may
               conclusively rely, as to the truth of the statements and the
               correctness of the opinions expressed therein, in the absence of
               bad faith on the part of the US Dollar Note Trustee, upon
               certificates or opinions furnished to the US Dollar Note Trustee
               and conforming to the requirements of this Deed provided that the
               US Dollar Note Trustee shall examine, where applicable, the
               evidence furnished to it pursuant to any provision of this Deed
               to determine whether or not such evidence conforms to the
               requirements of this Deed.

9.3       DUTIES OF THE US DOLLAR NOTE TRUSTEE FOLLOWING AN EVENT OF DEFAULT

          If an Event of Default has occurred and is subsisting the US Dollar
          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.

9.4       CERTAIN LIMITATIONS OF LIABILITY WHERE ACTING IN GOOD FAITH

          The US Dollar Note Trustee shall not be liable under this Deed or any
          Transaction Document for any error of judgment made in good faith by
          an Authorised Officer of the US Dollar Note Trustee unless it is
          proved that the US Dollar Note Trustee was negligent in ascertaining
          the pertinent facts.


                                                                             26.
<PAGE>

9.5       US DOLLAR NOTE TRUSTEE NOT RELIEVED OF LIABILITY FOR NEGLIGENCE ETC.

          Subject to clauses 9.2 and 9.4, nothing in this Deed will relieve the
          US Dollar Note Trustee from liability for its own negligent action,
          its own negligent failure to act or its own wilful misconduct. Section
          315(d)(3) of the TIA is expressly excluded by this Deed.

9.6       PREFERRED COLLECTION OF CLAIMS AGAINST ISSUER

          The US Dollar Note Trustee must comply with section 311(a) of the TIA
          and the rules thereunder other than with respect to any creditor
          relationship excluded from the operation of section 311(a) by section
          311(b) of the TIA. Following its retirement or removal pursuant to
          clause 14, the US Dollar Note Trustee will remain subject to section
          311(a) of the TIA to the extent required by the TIA.

9.7       COMPLIANCE WITH SECTION 310 OF TIA

          (a)  (SECTION 310(A) OF TIA): The US Dollar Note Trustee must ensure
               that it at all times satisfies the requirements of section 310(a)
               of the TIA.

          (b)  (CAPITAL): Without limiting the foregoing, the US Dollar Note
               Trustee must ensure that it all times has 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)  (SECTION 310(B) OF TIA): The US Dollar Note Trustee must at all
               times comply with section 310(b) of the TIA, provided that any
               indenture or indentures under which other securities of the
               Issuer are outstanding will be excluded from the operation of
               section 310(b)(1) of the TIA if the requirements for such
               exclusion set out in section 310(b)(1) of the TIA are met.

9.8       VOTING AT MEETINGS UNDER MASTER TRUST DEED OR SECURITY TRUST DEED

          If the US Dollar Note Trustee is entitled under the Master Trust Deed
          (as varied by clause 1.6 of the Series Supplement) or the Security
          Trust Deed to vote at any meeting on behalf of Class A-1 Noteholders,
          the US Dollar Note Trustee must vote in accordance, where applicable,
          with the directions of the Class A-1 Noteholders (whether or not
          solicited and whether or not all Class A-1 Noteholders have provided
          such directions) and otherwise in its absolute discretion. In acting
          in accordance with the directions of Class A-1 Noteholders the US
          Dollar Note Trustee must exercise its votes for or against any
          proposal to be put to a meeting in the same proportion as that of the
          aggregate Invested Amounts of the Class A-1 Notes held by Class A-1
          Noteholders who have directed the US Dollar Note Trustee to vote for
          or against such a proposal.

9.9       TRANSACTION DOCUMENTS

          The US Dollar Note Trustee must make available at the US Dollar Note
          Trustee's registered office for inspection by Class A-1 Noteholders a
          copy of each Transaction Document in accordance with Condition 3 of
          the US Dollar Note Conditions (provided that the US Dollar Note
          Trustee will not be in default of its obligations pursuant to this
          clause 9.9 in respect of any Transaction Document, other than a
          Transaction Document to which the US Dollar Note Trustee is a party, a
          copy of which has not been provided to the US Dollar Note Trustee).

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10.       APPLICATION OF MONEYS

10.1      MONEYS RECEIVED

            The US Dollar Note Trustee must hold all moneys received by it under
            this Deed or any other Transaction Document upon trust to apply
            them:

                                                                             27.
<PAGE>

          (a)  (FEES AND EXPENSES): first, towards all amounts owing to the US
               Dollar Note Trustee under this Deed (other than under clause
               6.1); and

          (b)  (CLASS A-1 NOTEHOLDERS): secondly, pari passu to the Class A-1
               Noteholders towards repayment of principal and payment of
               interest and all other amounts outstanding to them by the Issuer
               in respect of the Class A-1 Notes.

10.2      INVESTMENT OF MONEYS HELD

          An amount which under this Deed ought to or may be invested by the US
          Dollar Note Trustee may be invested in the name or control of the US
          Dollar Note Trustee in:

          (a)  (AUTHORISED SHORT-TERM INVESTMENTS): Authorised Short-Term
               Investments; or

          (b)  (US$ INVESTMENTS): any investment denominated in US dollars which
               has assigned to it the highest short-term credit rating from each
               Rating Agency or which is otherwise approved by that Rating
               Agency,

          and the US Dollar Note Trustee may at any time vary any such
          investments and is not responsible for any loss resulting from such
          investments whether due to depreciation in value, fluctuations in
          exchange rates or otherwise.

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11.       CONTINUING SECURITY AND RELEASES

11.1      ISSUER'S LIABILITY NOT AFFECTED

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

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

          (b)  (DELAY IN RECOVERY): subject to Condition 8.5 of the US Dollar
               Note Conditions, the US Dollar Note Trustee failing or neglecting
               to recover any amounts owing in respect of the Class A-1 Notes;

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

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

11.2      WAIVER BY ISSUER

          The Issuer waives in favour of the US Dollar Note Trustee:

          (a)  (ALL RIGHTS NECESSARY TO GIVE EFFECT TO DEED): all rights
               whatsoever against the US Dollar Note Trustee and any other
               person estate or assets to the extent necessary to give effect to
               anything in this Deed;

          (b)  (ALL RIGHTS INCONSISTENT WITH DEED): all rights inconsistent with
               the provisions of this Deed.

                                                                             28.
<PAGE>

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12.       REMUNERATION AND EXPENSES OF US DOLLAR NOTE TRUSTEE

12.1      PAYMENT OF FEE

          The Issuer must pay to the US Dollar Note Trustee during the period
          that any of the Class A-1 Notes remain outstanding the fee separately
          agreed by the US Dollar Note Trustee and the Issuer (at such times and
          upon such terms as to interest for overdue payments or otherwise as
          are agreed between the Issuer and the US Dollar Note Trustee). If the
          US Dollar Note Trustee retires or is removed under this Deed, the US
          Dollar Note Trustee must refund to the Issuer that proportion of the
          fee (if any) which relates to the period during which the US Dollar
          Note Trustee will not be the US Dollar Note Trustee.

12.2      PAYMENT OF EXPENSES

          The Issuer must pay or reimburse to the US Dollar Note Trustee all
          reasonable costs, expenses, charges, stamp duties and other Taxes and
          liabilities properly incurred by the US Dollar Note Trustee, or its
          properly appointed agents or delegates, in the performance of the
          obligations of the US Dollar Note Trustee under this Deed or any other
          Transaction Document including, without limitation, all costs and
          expenses (including legal costs and expenses) incurred by the US
          Dollar Note Trustee in the enforcement of any obligations under this
          Deed or any other Transaction Documents. Without limiting any right of
          indemnity available by law to the US Dollar Note Trustee, the US
          Dollar Note Trustee is entitled to be indemnified from US Dollar Trust
          Fund from and against all such the costs, expenses, charges, stamp
          duties and other Taxes and liabilities. Nothing in this clause 12.2
          entitles or permits the US Dollar Note Trustee to be reimbursed or
          indemnified for general overhead costs and expenses of the US Dollar
          Note Trustee (including, without limitation, rents and any amounts
          payable by the US Dollar Note Trustee to its employees in connection
          with their employment) incurred directly or indirectly in connection
          with the business activities of the US Dollar Note Trustee or in the
          exercise of its rights, powers and discretions or the performance of
          its duties and obligations under this Deed or any Transaction
          Document.

12.3      ADDITIONAL DUTIES

          In the event of the occurrence of an Event of Default or the US Dollar
          Note Trustee considering it expedient or necessary or being requested
          pursuant to any Transaction Document to undertake duties which the US
          Dollar Note Trustee and the Manager agree to be of an exceptional
          nature or otherwise outside the scope of the normal duties of the US
          Dollar Note Trustee under this Deed or the other Transaction Documents
          the Issuer must pay to the US Dollar Note Trustee such additional
          remuneration as is agreed between the Manager and the US Dollar Note
          Trustee.

12.4      DISPUTE AS TO ADDITIONAL DUTIES

          In the event of the Manager and the US Dollar Note Trustee failing to
          agree:

          (a)  upon the amount of any additional remuneration referred to in
               clause 12.3; or

          (b)  upon whether duties of the US Dollar Note Trustee are of an
               exceptional nature or otherwise outside the scope of the normal
               duties of the US Dollar Note Trustee for the purposes of clause
               12.3,

          such matters shall be determined by a merchant or investment bank
          (acting as an expert and not as an arbitrator) selected by the US
          Dollar Note Trustee and approved by the Manager or, failing such
          approval, nominated (on the application of the US Dollar Note 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 payable by the Issuer as an Expense)
          and the determination of any such merchant or investment bank shall be
          final and binding upon the US Dollar Note Trustee, the Manager and the
          Issuer.

                                                                             29.
<PAGE>

12.5      CURRENCY AND VAT

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

12.6      NO OTHER FEES OR EXPENSES

          Except as provided in clauses 12.1, 12.2, 12.3, 12.4 and 12.5 or as
          expressly provided elsewhere in this Deed or any other Transaction
          Document, neither the Issuer nor the Manager has any liability in
          respect of any fees, commissions or expenses of the US Dollar Note
          Trustee in connection with this Deed or any Transaction Document.

12.7      ISSUER PERSONALLY LIABLE FOR FEES

          Notwithstanding any other provision of this Deed, the Issuer must pay
          to the US Dollar Note Trustee the fees referred to in clause 12.1, and
          any value added tax on such fees, from its own personal funds and will
          not be entitled to be indemnified from the Assets of the Series Trust
          with respect to such fees or value added taxes provided that if The
          Bank of New York, New York Branch retires or is removed as US Dollar
          Note Trustee the Issuer will only be liable to pay the fees referred
          to in clause 12.1, and any value added tax on such fees, from its own
          personal funds, to the extent that such fees and value added tax do
          not exceed the amount that would have been payable to The Bank of New
          York, New York Branch if it had remained as US Dollar Note Trustee.
          The balance of such fees and value added tax, if any, will be an
          Expense for which the Issuer is entitled to be indemnified from the
          Assets of the Series Trust in accordance with the Series Supplement.

12.8      TIMING OF PAYMENTS

          Except as referred to in clause 12.7, all payments by the Issuer to
          the US Dollar Note Trustee under this clause 12 are payable on the
          first Distribution Date following demand by the US Dollar Note Trustee
          from funds available for this purpose in accordance with the Series
          Supplement.

12.9      NON-DISCHARGE

          Unless otherwise specifically stated in any discharge of the US Dollar
          Note Trust the provisions of this clause 12 will continue in full
          force and effect despite such discharge.

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13.       ADDITIONAL US DOLLAR NOTE TRUSTEES

13.1      APPOINTMENT AND REMOVAL

          The US Dollar Note Trustee may, upon giving prior notice to the Issuer
          and the Manager (but without the consent of the Issuer, the Manager or
          the Class A-1 Noteholders), appoint any person (an "ADDITIONAL NOTE
          TRUSTEE") (other than the Issuer or a Related Body Corporate of the
          Issuer) established or resident in any jurisdiction (whether an
          Eligible Trust Corporation or not) to act as a co-trustee jointly with
          the US Dollar Note Trustee:

          (a)  (INTERESTS OF CLASS A-1 NOTEHOLDERS): if the US Dollar Note
               Trustee considers such appointment to be in the interests of the
               Class A-1 Noteholders;

          (b)  (LEGAL REQUIREMENTS): 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

          (c)  (OBTAINING JUDGMENT): 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 this Deed or any other
               Transaction Document.

                                                                             30.
<PAGE>

          The Issuer, for valuable consideration, irrevocably appoints the US
          Dollar Note Trustee to be its attorney in its name and on its behalf
          to execute an instrument of appointment of any such Additional Note
          Trustee. Such Additional Note Trustee will (subject always to the
          provisions of this ) have such trusts, powers, authorities and
          discretions (not exceeding those conferred on the US Dollar Note
          Trustee by this Deed or any other Transaction Document) and such
          duties and obligations as are conferred or imposed by the instrument
          of appointment. Such reasonable remuneration as the US Dollar Note
          Trustee may pay to any Additional Note Trustee, together with any
          costs and expenses properly incurred by any Additional Note Trustee in
          performing its functions as such, are expenses of the US Dollar Note
          Trustee recoverable by it pursuant to clause 12.2. The US Dollar Note
          Trustee, upon giving prior notice to the Issuer and the Manager, has
          the power to remove any Additional Trustee. The Issuer, for valuable
          consideration, irrevocably appoints the US Dollar Note Trustee to be
          its attorney in its name and on its behalf to execute an instrument of
          removal of any such Additional Note Trustee.

13.2      JOINT EXERCISE OF POWERS

          All rights, powers, duties and obligations conferred or imposed upon
          an Additional Note Trustee are conferred or imposed upon and exercised
          or performed by the US Dollar Note Trustee and the Additional Note
          Trustee jointly (it being understood that an Additional Note Trustee
          is not authorised to act separately without the US Dollar 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 US Dollar Note Trustee shall be incompetent or unqualified to
          perform such act or acts, in which event such rights, powers, duties
          and obligations shall be exercised and performed singly by such
          Additional Note Trustee (but subject to the direction of the US Dollar
          Note Trustee).

13.3      NOTICE

          The US Dollar Note Trustee must promptly notify the Principal Paying
          Agent, the Class A-1 Noteholders and the Rating Agencies of each
          appointment or removal of an Additional Note Trustee pursuant to this
          clause 13.

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14.       RETIREMENT OR REMOVAL OF US DOLLAR NOTE TRUSTEE

14.1      RETIREMENT OF US DOLLAR NOTE TRUSTEE

          The US Dollar Note Trustee covenants that it will retire as US Dollar
          Note Trustee if:

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

          (b)  (CEASES TO CARRY ON BUSINESS): it ceases to carry on business;

          (c)  (CEASES TO BE AN ELIGIBLE TRUST CORPORATION): it ceases to be an
               Eligible Trust Corporation;

          (d)  (CLASS A-1 NOTEHOLDERS REQUIRE RETIREMENT): it is so directed by
               a Special Majority of Class A-1 Noteholders;

          (e)  (BREACH OF DUTY): when required to do so by the Manager or the
               Issuer by notice in writing, it fails or neglects within 20
               Business Days after receipt of such notice to carry out or
               satisfy any material duty imposed on it by this Deed or any
               Transaction Document; or

          (f)  (CHANGE IN OWNERSHIP): there is a change in ownership of 50% or
               more of the issued equity share capital of the US Dollar Note
               Trustee from the position as at the

                                      31.
<PAGE>

               date of this Deed or effective control of the US Dollar Note
               Trustee alters from the position as at the date of this Deed
               unless in either case approved by the Manager (whose approval
               must not be unreasonably withheld).

14.2      REMOVAL BY MANAGER

          If the US Dollar Note Trustee refuses to retire the Manager is
          entitled to remove the US Dollar Note Trustee from office immediately
          by notice in writing if an event referred to in clause 14.1 has
          occurred. On the retirement or removal of the US Dollar Note Trustee
          under the provisions of clause 14.1 or this clause 14.2:

          (a)  (NOTIFY RATING AGENCIES): the Manager must promptly notify the
               Rating Agencies of such retirement or removal; and

          (b)  (APPOINT SUBSTITUTE US DOLLAR NOTE TRUSTEE): subject to any
               approval required by law, the Manager is entitled to and must use
               reasonable endeavours to appoint in writing some other Eligible
               Trust Corporation that is approved by the Rating Agencies to be
               the Substitute US Dollar Note Trustee.

14.3      US DOLLAR NOTE TRUSTEE MAY RETIRE

          The US Dollar Note Trustee may retire at any time as trustee under
          this Deed upon giving 3 months (or such lesser time as the Manager,
          the Issuer and the US Dollar Note Trustee agree) notice in writing to
          the Issuer, the Manager and the Rating Agencies, without giving any
          reason and without being responsible for any liabilities incurred by
          reason of such retirement provided that such retirement is in
          accordance with this Deed, provided that no such period of notice of
          retirement may expire within the period of 30 days preceding each
          Distribution Date. Upon such retirement the US Dollar Note Trustee,
          subject to any approval required by law, may appoint in writing any
          other Eligible Trust Corporation that is approved by the Rating
          Agencies and the Manager, which approval must not be unreasonably
          withheld by the Manager, as US Dollar Note Trustee in its stead. If
          the US Dollar Note Trustee does not propose a replacement by the date
          which is 1 month prior to the date of its proposed retirement, the
          Manager is entitled to appoint a Substitute US Dollar Note Trustee,
          which must be an Eligible Trust Corporation that is approved by the
          Rating Agencies, as of the date of the proposed retirement.

14.4      APPOINTMENT OF SUBSTITUTE US DOLLAR NOTE TRUSTEE BY CLASS A-1
          NOTEHOLDERS

          Notwithstanding clauses 14.1, 14.2 and 14.3, no retirement or removal
          of the US Dollar Note Trustee will be effective until a Substitute US
          Dollar Note Trustee has been appointed as in its place. If a
          Substitute US Dollar Note Trustee has not been appointed under clauses
          14.1, 14.2 or 14.3 at a time when the position of US Dollar Note
          Trustee would, but for this clause 14.4, become vacant in accordance
          with those clauses, the Issuer must promptly advise the Class A-1
          Noteholders a Special Majority of whom may appoint an Eligible Trust
          Corporation nominated by any of them to act as US Dollar Note Trustee.

14.5      RELEASE OF US DOLLAR NOTE TRUSTEE

          Upon retirement or removal of the US Dollar Note Trustee as trustee of
          the US Dollar Note Trust, the US Dollar Note Trustee is released from
          all obligations under this Deed arising after the date of the
          retirement or removal except for its obligation to vest the US Dollar
          Trust Fund in the Substitute US Dollar Note Trustee and to deliver all
          books and records relating to the US Dollar Note Trust to the
          Substitute US Dollar Note Trustee. The Manager and the Issuer may
          settle with the US Dollar Note Trustee the amount of any sums payable
          by the US Dollar Note Trustee to the Manager or the Issuer or by the
          Manager or the Issuer to the US Dollar Note Trustee and may give to or
          accept from the US Dollar Note Trustee a discharge in respect of those
          sums which will be conclusive and binding as between the Manager, the
          Issuer and the

                                                                             32.
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          US Dollar Note Trustee but not as between the US Dollar Note Trustee
          and the Class A-1 Noteholders.

14.6      VESTING OF US DOLLAR TRUST FUND IN SUBSTITUTE US DOLLAR NOTE TRUSTEE

          The US Dollar Note Trustee, on its retirement or removal, must vest
          the US Dollar Trust Fund or cause it to be vested in the Substitute US
          Dollar Note Trustee and must deliver and assign to such Substitute US
          Dollar Note Trustee as appropriate all books, documents, records and
          other property whatsoever relating to the US Dollar Trust Fund.

14.7      SUBSTITUTE US DOLLAR NOTE TRUSTEE TO EXECUTE DEED

          Each Substitute US Dollar Note Trustee must upon its appointment
          execute a deed in such form as the Manager may require whereby such
          Substitute US Dollar Note Trustee must undertake to the Class A-1
          Noteholders to be bound by all the covenants on the part of the US
          Dollar Note Trustee under this Deed from the date of such appointment.

14.8      RATING AGENCIES ADVISED

          The Manager must promptly:

          (a)  (RETIREMENT): approach and liaise with each Rating Agency in
               respect of any consents required from it to the replacement of
               the US Dollar Note Trustee pursuant to clauses 14.2 or 14.3;

          (b)  (CHANGE OF OWNERSHIP): notify the Rating Agencies of it becoming
               aware of a change in ownership of 50% or more of the issued
               equity share capital of the US Dollar Note Trustee from the
               position as at the date of this Deed or effective control of the
               US Dollar Note Trustee altering from the date of this Deed; and

          (c)  (APPROVAL FOR CHANGE IN OWNERSHIP): notify the Rating Agencies of
               any approvals given by the Manager pursuant to clause 14.1(f).

14.9      RETENTION OF LIEN

          Notwithstanding any release of the outgoing US Dollar Note Trustee
          under this clause 14, the outgoing US Dollar Note Trustee will remain
          entitled to the benefit of the indemnities granted by this Deed to the
          outgoing US Dollar Note Trustee in respect of any liability, cost or
          other obligation incurred by it while acting as US Dollar Note
          Trustee, as if it were still the US Dollar Note Trustee under this
          Deed.

14.10     ISSUER AND MANAGER CANNOT BE APPOINTED

          Notwithstanding the preceding provisions of this clause 14, none of
          the Manager, the Issuer, any Support Facility Provider nor any of
          their Related Bodies Corporate may be appointed as US Dollar Note
          Trustee.

14.11     NO LIMITATION OF TIA

          Nothing in this clause 14 is to be construed as limiting any right of
          a Class A-1 Noteholder to take any action to remove the US Dollar Note
          Trustee in accordance with section 310(b) of the TIA.

                                                                             33.
<PAGE>

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15.       AMENDMENT

15.1      AMENDMENT BY US DOLLAR NOTE TRUSTEE

          Subject to this clause 15 and to any approval required by law, the US
          Dollar Note Trustee, the Manager and the Issuer may together agree,
          without the consent or sanction of any Class A-1 Noteholder, by way of
          supplemental deed to alter, add to or revoke any provision of this
          Deed or the Class A-1 Notes (including the US Dollar Note Conditions)
          so long as such alteration, addition or revocation is not a Payment
          Modification and such alteration, addition or revocation in the
          opinion of the US Dollar Note Trustee:

          (a)  (NECESSARY OR EXPEDIENT): is necessary or expedient to comply
               with the provisions of any Statute or regulation or with the
               requirements of any Governmental Agency;

          (b)  (MANIFEST ERROR): is made to correct a manifest error or
               ambiguity or is of a formal, technical or administrative nature
               only;

          (c)  (AMENDMENT TO LAW): is appropriate or expedient as a consequence
               of an amendment to any Statute or regulation or altered
               requirements of any Governmental Agency or any decision of any
               court (including, without limitation, an alteration, addition or
               modification which is in the opinion of the US Dollar Note
               Trustee appropriate or expedient as a consequence of the
               enactment of a Statute or regulation or an amendment to any
               Statute or regulation or ruling by the Commissioner or Deputy
               Commissioner of Taxation or any governmental announcement or
               statement or any decision of any court, 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 Series Trust or
               the US Dollar Note Trust); or

          (d)  (OTHERWISE DESIRABLE): and in the opinion of the Issuer is
               otherwise desirable for any reason and:

               (i)     is not in the opinion of the US Dollar Note Trustee
                       likely, upon coming into effect, to be materially
                       prejudicial to the interests of Class A-1 Noteholders; or

               (ii)    if it is in the opinion of the US Dollar Note Trustee
                       likely, upon coming into effect, to be materially
                       prejudicial to Class A-1 Noteholders, the consent of a
                       Special Majority of Class A-1 Noteholders to the
                       alteration, addition or resolution has been obtained. For
                       the purpose of determining whether a Special Majority of
                       Class A-1 Noteholders has consented to an alteration,
                       addition or revocation, Class A-1 Notes which are
                       beneficially owned by the Issuer or the Manager or by any
                       person directly or indirectly controlling or controlled
                       by or under direct or indirect common control with the
                       Issuer or the Manager, shall be disregarded,

          provided that the US Dollar Note Trustee, the Manager and the Issuer
          may not alter, add to or revoke any provision of this Deed or the
          Class A-1 Notes unless the Manager has notified the Rating Agencies 5
          Business Days in advance.

15.2      AMENDMENTS REQUIRING CONSENT OF ALL CLASS A-1 NOTEHOLDERS

          The US Dollar Note Trustee, the Manager and the Issuer may together
          agree by way of supplemental deed to make or effect a Payment
          Modification to this Deed or the Class A-1 Notes (including the US
          Dollar Note Conditions) if, and only if, the consent has first been
          obtained of each Class A-1 Noteholder to such Payment Modification.

                                                                             34.
<PAGE>

15.3      COMPLIANCE WITH TIA

          Any supplemental deed altering, adding to or revoking any provision of
          this Deed or the Class A-1 Notes (including the US Dollar Note
          Conditions) referred to in this clause 15 must conform, to the extent
          applicable, with the requirements of the TIA.

15.4      NO RATING AGENCY DOWNGRADE

          The US Dollar Note Trustee will be entitled to assume that any
          proposed alteration, addition or revocation, other than a Payment
          Modification, will not be materially prejudicial to the interests of
          Class A-1 Noteholders if each Rating Agency issues a Rating
          Affirmation Notice in relation to the alteration, addition or
          revocation.

15.5      DISTRIBUTION OF AMENDMENTS

          The Issuer must distribute to all Class A-1 Noteholders a copy of any
          amendment made pursuant to this clause 15 as soon as reasonably
          practicable after the amendment has been made.

15.6      AMENDMENTS BINDING ON CLASS A-1 NOTEHOLDERS

          Any alteration, addition or revocation of a provision of this Deed or
          the Class A-1 Notes made pursuant to this clause 15 is binding on all
          Class A-1 Noteholders.

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16.       REPORTS

16.1      REPORTS BY US DOLLAR NOTE TRUSTEE

          If so required by section 313(a) of the TIA, the US Dollar Note
          Trustee shall provide to each Class A-1 Noteholder, and such other
          persons as the US Dollar Note Trustee is required by section 313(c) of
          the TIA to provide reports to, at intervals of not more than 12 months
          (commencing as from the Closing Date) a brief report of the events
          referred to in section 313(a) of the TIA that have occurred within the
          preceding 12 months and shall provide such additional reports to Class
          A-1 Noteholders, and such other persons as the US Dollar Note Trustee
          is required by section 313(c) of the TIA to provide reports to, as are
          required by section 313(b) of the TIA at the times specified in that
          section. A copy of each such report at the time of its provision to
          Class A-1 Noteholders must be copied to the Issuer and the Manager and
          must be filed by the US Dollar Note Trustee with the Commission and
          each stock exchange, if any, on which the Class A-1 Notes are listed.

16.2      REPORTS BY ISSUER

          The Issuer and the Manager each severally covenants that it will:

          (a)  (COPY SECURITIES EXCHANGE ACT REPORTS TO US DOLLAR NOTE TRUSTEE):
               file:

               (i)     with the Commission at such times as are required under
                       the Exchange Act; and

               (ii)    with the US Dollar Note Trustee, within 15 days after it
                       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), if any, which it may be required to file
               with the Commission pursuant to section 13 or 15(d) of the
               Exchange Act or, if it is not required to file information,
               documents or reports pursuant to either of such sections, then to
               file with the US Dollar Note Trustee and the Commission, in

                                                                             35.
<PAGE>

               accordance with the rules and regulations prescribed by the
               Commission, such of the supplementary and periodic information,
               documents and reports which may be required pursuant to section
               13 of the Exchange Act, in respect of a security listed and
               registered on a national securities exchange as may be prescribed
               in such rules and regulations;

          (b)  (OTHER REPORTS): file with the US Dollar 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 it with the
               conditions and covenants of this Deed as may be required from
               time to time by such rules and regulations; and

          (c)  (SUMMARIES TO CLASS A-1 NOTEHOLDERS): transmit to Class A-1
               Noteholders, and such other persons as are required by section
               314(a)(3) of the TIA, such summaries of any information,
               documents and reports required to be filed by the Issuer or the
               Manager pursuant to clauses 16.2(a) and (b) as may be required by
               rules and regulations prescribed from time to time by the
               Commission.

16.3      RESTRICTED SECURITIES

          The Issuer and the Manager each severally covenants that it will
          forthwith notify the US Dollar Note Trustee, if, at any time, after
          the Closing Date, any Class A-1 Notes become "restricted securities"
          (as defined in Rule 144(a)(3) of Securities Act of 1933 of the United
          States of America) and during any period during which the Issuer or
          the Manager is neither subject to Sections 13 or 15(d) of the Exchange
          Act nor exempt from reporting pursuant to Rule 12g3-2(d) under the
          Exchange Act, make available to each holder of those Class A-1 Notes
          in connection with any resale of those Class A-1 Notes and to any
          prospective purchaser of the Class A-1 Notes from that holder, in each
          case upon request, the information specified in and meeting the
          requirements of Rule 144(A)(d)(4) under the Securities Act.

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17.       CURRENCY INDEMNITY

17.1      IMPROPER CURRENCY RECEIPTS

          If any payment is made by the Issuer under this Deed or the Class A-1
          Notes or if the US Dollar Note Trustee or any Class A-1 Noteholder
          receives or recovers any money under or pursuant to this Deed or the
          Class A-1 Notes in a currency ("RECEIPT CURRENCY") other than the
          currency in which the money was payable pursuant to the terms of this
          Deed or the Class A-1 Notes ("AGREED CURRENCY"), the Issuer must, as a
          separate and additional liability, pay to the recipient such
          additional amount so that after conversion from the Receipt Currency
          into the Agreed Currency of such money so paid, received or recovered
          and after the payment of all commission and expenses in relation to
          such conversion the recipient will receive net in its hands an amount
          in the Agreed Currency equal to the amount of the money payable under
          this Deed or the Class A-1 Notes in the Agreed Currency.

17.2      CURRENCY INDEMNITY

          If a judgment or an order is rendered by any court or tribunal for the
          payment of any amount payable by the Issuer under this Deed or the
          Class A-1 Notes or for the payment of damages in respect of any breach
          by the Issuer of this Deed or the Class A-1 Notes or any Insolvency
          Event in relation to the Issuer occurs resulting in money being
          payable or receivable in respect of any proof or other claim, and such
          judgment, order, proof or claim is expressed in a currency ("JUDGMENT
          CURRENCY") other than the currency in which the money was payable
          pursuant to the terms of this Deed or the Class A-1 Notes ("AGREED
          CURRENCY"), the Issuer must indemnify and hold harmless and keep
          indemnified the person with the benefit of the judgment, order, proof
          or claim (as the case may be) (the "RECEIVING PARTY") against any
          deficiency in the Agreed Currency in the amount received by the
          Receiving Party arising or resulting from any variation as between:

                                                                             36.
<PAGE>

          (a)  (JUDGMENT RATE): the rate of exchange at which the Agreed
               Currency is converted to the Judgment Currency for the purposes
               of such judgment, order, proof or claim; and

          (b)  (ACTUAL RATE): the rate of exchange which the Receiving Party is
               able to purchase the Agreed Currency with the amount of the
               Judgment Currency actually received by the Receiving Party,

          and such indemnity will continue in full force and effect
          notwithstanding any such judgment, order, proof or claim.

17.3      FAILURE TO PAY PROPER CURRENCY

          Any payment purportedly pursuant to the terms of this Deed or a Class
          A-1 Note in a currency other than the currency in which it is required
          to be paid will not discharge or satisfy the relevant obligation of
          the payer to make the payment except to the extent that, and insofar
          as, the currency in which the payment is required to be made is
          acquired by sale of the currency in which the payment was actually
          made.

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18.       EXPENSES AND STAMP DUTIES

18.1      EXPENSES

          Subject to clause 22, the Issuer will on demand reimburse the US
          Dollar Note Trustee for and keep the US Dollar Note Trustee
          indemnified against all expenses including legal costs and
          disbursements (on a full indemnity basis) incurred by the US Dollar
          Note Trustee in connection with:

          (a)  (PREPARATION): the preparation and execution of this Deed and any
               subsequent consent, agreement, approval or waiver under this Deed
               or amendment to this Deed;

          (b)  (ENFORCEMENT): the exercise, enforcement, preservation or
               attempted exercise enforcement or preservation of any rights
               under this Deed including without limitation any expenses
               incurred in the evaluation of any matter of material concern to
               the US Dollar Note Trustee; and

          (c)  (GOVERNMENTAL AGENCY): any enquiry by a Governmental Agency
               concerning the Issuer or the Assets of the Series Trust or a
               transaction or activity the subject of the Transaction Documents.

18.2      STAMP DUTIES AND OTHER TAXES

          The Issuer must pay any stamp and other duties and Taxes, including
          fines and penalties, payable in Australia, the United Kingdom,
          Belgium, Luxembourg or the United States on or in connection with:

          (a)  (EXECUTION OF DEED): the execution, delivery and performance of
               this Deed or any payment, receipt or other transaction
               contemplated by this Deed;

          (b)  (ISSUE OF CLASS A-1 NOTES): the constitution and original issue
               and delivery of the Class A-1 Notes; and

          (c)  (PROCEEDINGS): any action taken by the US Dollar Note Trustee or
               (where in accordance with this Deed or the Security Trust Deed
               the Class A-1 Noteholders are entitled to do so) the Class A-1
               Noteholders to enforce the provisions of the Class A-1 Notes,
               this Deed, the Master Trust Deed, the Series Supplement or the
               Security Trust Deed.

                                                                             37.
<PAGE>

          The Issuer must indemnify and keep indemnified the US Dollar Note
          Trustee against any loss or liability incurred or suffered by it as a
          result of the delay or failure by the Issuer to pay any such stamp and
          other duties and Taxes.

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19.       TRUST INDENTURE ACT

19.1      CERTIFICATES AND OPINIONS

          (a)  (CLASS A-1 NOTE CONDITIONS PRECEDENT): Upon any application or
               request by the Issuer to the US Dollar Note Trustee to take any
               action under any provision of this Deed, the Issuer must furnish
               to the US Dollar Note Trustee:

               (i)     a certificate from two Authorised Officers of the Issuer
                       stating that all conditions precedent, if any, provided
                       for in this Deed relating to the proposed action have
                       been complied with;

               (ii)    Counsel's Opinion stating that all such conditions
                       precedent, if any, have been complied with; and

               (iii)   if required by the TIA, a certificate from an accountant
                       meeting the applicable requirements of section 314(c)(3)
                       of the TIA,

               provided that in the case of any such application or request as
               to which the furnishing of such documents is specifically
               required by any other provision of this Deed no additional
               certificate or opinion need be furnished.

          (b)  (FAIR VALUE): The Issuer must furnish to the US Dollar Note
               Trustee a certificate or opinion of an engineer, appraiser or
               other expert as to the fair value:

               (i)     of any property or securities to be released from the
                       Security Interest created by the Security Trust Deed,
                       where this is required by section 314(d)(1) of the TIA;

               (ii)    to the Issuer of any securities the deposit of which with
                       the Issuer 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, where this is
                       required by section 314(d)(2) of the TIA; and

               (iii)   to the Issuer of any property the subjection of which to
                       the Security Interest created by the Security Trust Deed
                       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, where this is required by
                       section 314(d)(3) of the TIA,

               and every such certificate or opinion must comply with the
               relevant provisions of section 314(d) of the TIA (and, except as
               provided otherwise in section 314 of the TIA, may be given by an
               Authorised Officer of the Issuer).

          (c)  (FORM OF CERTIFICATES AND OPINIONS): Every certificate or opinion
               with respect to compliance with a Condition or covenant provided
               for in this Deed (other than the certificate referred to in
               clause 6.3(c)(i)) shall include:

               (i)     a statement that each signatory of such certificate or
                       opinion has read such covenant or Condition and the
                       definitions used therein;

               (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;

                                                                             38.
<PAGE>

               (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.

19.2      UNDERTAKING FOR COSTS

          (a)  (UNDERTAKING): Subject to clause 19.2(b), all parties to this
               deed agree, and each Class A-1 Noteholder by such Class A-1
               Noteholder's acceptance of the Class A-1 Notes are 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 US Dollar Note Trustee for any action taken,
               suffered or omitted by it as the US Dollar 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)  (EXCEPTIONS): The provisions of clause 19.2(a) shall not apply
               to:

               (i)     any suit instituted by the US Dollar Note Trustee;

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

               (iii)   any suit instituted by any Class A-1 Noteholder for the
                       enforcement of the payment of principal or interest on
                       any Class A-1 Note on or after the respective due dates
                       expressed in such Class A-1 Note and in this Deed.

19.3      EXCLUSION OF SECTION 316(A)(1)

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

19.4      UNCONDITIONAL RIGHTS OF CLASS A-1 NOTEHOLDERS TO RECEIVE PRINCIPAL AND
          INTEREST

          Notwithstanding any other provisions in this Deed, any Class A-1
          Noteholder shall have the right, which is absolute and unconditional,
          to receive payment of the principal of and interest, if any, on each
          Class A-1 Note held by it on or after the respective due dates thereof
          expressed in such Class A-1 Note or in this Deed or to institute suit
          for the enforcement of any such payment, and such right shall not be
          impaired without the consent of such Class A-1 Noteholder, except to
          the extent that this Deed or the Security Trust Deed contain
          provisions limiting or denying the right of any Class A-1 Noteholder
          to institute any such suit, if and 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.

19.5      CONFLICT WITH TRUST INDENTURE ACT

          The provisions of section 310 to 317 (inclusive) of the TIA are
          incorporated into, are a part of and govern this deed, whether or not
          contained in this Deed, unless expressly excluded by this Deed in
          accordance with the TIA. If any provision of this Deed limits,
          qualifies or conflicts

                                                                             39.
<PAGE>

          with any provision that is deemed to be included in this Deed by
          virtue of any of the provisions of the TIA, such provision deemed to
          be included in this Deed will prevail.

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20.       GOVERNING LAW AND JURISDICTION

20.1      GOVERNING LAW

          This Deed is governed by and construed in accordance with the laws of
          the State of New South Wales.

20.2      JURISDICTION

          (a)  (SUBMISSION TO JURISDICTION): The Issuer, the US Dollar Note
               Trustee, the Manager and each of the Class A-1 Noteholders each
               irrevocably submits to and accepts generally and unconditionally
               the non-exclusive jurisdiction of the Courts and appellate Courts
               of the State of New South Wales with respect to any legal action
               or proceedings which may be brought at any time relating in any
               way to this Deed.

          (b)  (WAIVER OF INCONVENIENT FORUM): The Issuer, the US Dollar Note
               Trustee, the Manager and each of the Class A-1 Noteholders each
               irrevocably waives any objection it may now or in the future have
               to the venue of any such action or proceedings brought in such
               courts and any claim it may now or in the future have that any
               such action or proceedings have been brought in an inconvenient
               forum.

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21.       NOTICES

21.1      METHOD OF DELIVERY

          Any notice, request, certificate, approval, demand, consent or other
          communication to be given under this Deed other than to or by a Class
          A-1 Noteholder must:

          (a)  (AUTHORISED OFFICER): be signed by an Authorised Officer of the
               party giving the same;

          (b)  (IN WRITING): be in writing; and

          (c)  (DELIVERY): be:

               (i)     left at the address of the addressee;

               (ii)    sent by prepaid ordinary post to the address of the
                       addressee; or

               (iii)   sent by facsimile to the facsimile number of the
                       addressee,

               notified by that addressee from time to time to the other parties
               to this Deed as its address for service pursuant to this Deed.

21.2      DEEMED RECEIPT

          A notice, request, certificate, demand, consent or other communication
          under this Deed other than to or by a Class A-1 Noteholder is deemed
          to have been received:

          (a)  (DELIVERY): where delivered in person, upon receipt;

          (b)  (POST): where sent by post, on the 3rd (or 7th if posted
               internationally) day after posting; and

          (c)  (FAX): where sent by facsimile, on production by the dispatching
               facsimile machine of a transmission report which indicates that
               the facsimile was sent in its entirety to the facsimile number of
               the recipient.

          However, if the time of deemed receipt of any notice is not before
          5.30 pm on a Business Day at the address of the recipient it is deemed
          to have been received at the commencement of business on the next
          Business Day.

21.3      NOTICES TO CLASS A-1 NOTEHOLDERS

          Any notice, request, certificate, approval, demand, consent or other
          communication to be given under this Deed to a Class A-1 Noteholder:

          (a)  (DELIVERY): will be effectively given if it is given in
               accordance with Condition 11; and

          (b)  (TIME): is deemed to have been given at the time specified in
               Condition 11.

21.4      NOTICES FROM CLASS A-1 NOTEHOLDERS

          Any notice, request, certificate, approval, document, consent,
          direction or other communication to be given under this Deed by a
          Class A-1 Noteholder to any person must:

          (a)  (SIGNED): be signed by the Class A-1 Noteholder or an attorney of
               the Class A-1 Noteholder;

          (b)  (IN WRITING): be in writing;

                                                                             40.
<PAGE>

          (c)  (DELIVERY): be:

               (i)     left at the address of the addressee;

               (ii)    sent by prepaid ordinary post to the address of the
                       addressee; or

               (iii)   sent by facsimile to the facsimile number of the
                       addressee,

               as set out in the US Dollar Note Conditions or otherwise as
               notified by that addressee to the Class A-1 Noteholders from time
               to time;

          (d)  (EVIDENCE): be accompanied by such evidence as to its proper
               execution by the Class A-1 Noteholder as the addressee may
               reasonably require,

          and will only be effective upon actual receipt by the addressee. For
          the purposes of seeking any consent, direction or authorisation from
          Class A-1 Noteholders pursuant to this Deed, the TIA (including
          section 316 of the TIA) or any Transaction Document the US Dollar Note
          Trustee may by notice to the Class A-1 Noteholders specify a date (not
          earlier than the date of the notice) upon which the Class A-1
          Noteholders for the purposes of that consent, direction or
          authorisation will be determined and, if it does so, the persons who
          are the Class A-1 Noteholders and the Invested Amount of the Class A-1
          Notes held by them will, for the purposes of that consent, direction
          or authorisation, be determined based upon the details recorded in the
          US Dollar Note Register as at 5.30 pm on that date.

21.5      ISSUER AND MANAGER

          Each of the Issuer and the Manager must maintain an office or an
          agency in New York where any legal proceedings in respect of this Deed
          or the Class A-1 Notes may be served on it. The Issuer initially
          appoints C.T. Corporation, 111 8th Avenue, New York, New York 10011,
          as its agent for these purposes. The Manager initially appoints
          Commonwealth Bank of Australia,

                                                                             41.
<PAGE>

          New York Branch, 599 Lexington Avenue, New York, New York 10022 as its
          agent for these purposes.

--------------------------------------------------------------------------------
22.       ISSUER'S LIMITED LIABILITY

22.1      LIMITATION ON ISSUER'S LIABILITY

          The Issuer enters into this Deed only in its capacity as trustee of
          the Series Trust and in no other capacity. A liability incurred by the
          Issuer acting in its capacity as trustee of the Series Trust arising
          under or in connection with this Deed is limited to and can be
          enforced against the Issuer only to the extent to which it can be
          satisfied out of Assets of the Series Trust out of which the Issuer is
          actually indemnified for the liability. This limitation of the
          Trustee's liability applies despite any other provision of this Deed
          (other than clauses 12.7 and 22.3) and extends to all liabilities and
          obligations of the Issuer in any way connected with any
          representation, warranty, conduct, omission, agreement or transaction
          related to this Deed.

22.2      CLAIMS AGAINST ISSUER

          The parties other than the Issuer may not sue the Issuer in respect of
          liabilities incurred by the Issuer acting in its capacity as trustee
          of the Series Trust in any capacity other than as trustee of the
          Series Trust, including seeking the appointment of a receiver (except
          in relation to Assets of the Series Trust), a liquidator, an
          administrator, or any similar person to the Issuer or prove in any
          liquidation, administration or similar arrangements of or affecting
          the Issuer (except in relation to the Assets of the Series Trust).

22.3      BREACH OF TRUST

          The provisions of this clause 22 will not apply to any obligation or
          liability of the Issuer to the extent that it is not satisfied because
          under the Master Trust Deed, the Series Supplement or any other
          Transaction Document or by operation of law there is a reduction in
          the extent of the Trustee's indemnification out of the Assets of the
          Series Trust, as a result of the Issuer's fraud, negligence or wilful
          default and will not apply to any obligation or liability of the
          Issuer to pay amounts from its personal funds pursuant to clause 12.7.

22.4      ACTS OR OMISSIONS

          It is acknowledged that the Relevant Parties are responsible under the
          Transaction Documents for performing a variety of obligations relating
          to the Series Trust. No act or omission of the Issuer (including any
          related failure to satisfy its obligations or any breach of
          representation or warranty under this Deed) will be considered
          fraudulent, negligent or a wilful default for the purpose of clause
          22.3 to the extent to which the act or omission was caused or
          contributed to by any failure by any Relevant Party or any other
          person appointed by the Issuer under any Transaction Document (other
          than a person whose acts or omissions the Issuer is liable for in
          accordance with any Transaction Document) to fulfil its obligations
          relating to the Series Trust or by any other act or omission of a
          Relevant Party or any other such person.

22.5      NO AUTHORITY

          No attorney or agent appointed in accordance with this Deed has
          authority to act on behalf of the Issuer in a way which exposes the
          Issuer to any personal liability and no act or omission of any such
          person will be considered fraud, negligence or wilful default of the
          Issuer for the purposes of clause 22.3.

22.6      NO OBLIGATION

          The Issuer is not obliged to enter into any commitment or obligation
          under this Deed or any Transaction Document (including incur any
          further liability) unless the Issuer's liability is


                                                                             42.
<PAGE>

          limited in a manner which is consistent with this clause 22 or
          otherwise in a manner satisfactory to the Issuer in its absolute
          discretion.

--------------------------------------------------------------------------------
23.       MISCELLANEOUS

23.1      ASSIGNMENT BY ISSUER

          The Issuer will not assign or otherwise transfer the benefit of this
          Deed or any of its rights, duties or obligations under this Deed
          except to a Substitute Trustee which is appointed as a successor
          trustee of the Series Trust under and in accordance with the Master
          Trust Deed.

23.2      ASSIGNMENT BY MANAGER

          The Manager will not assign or otherwise transfer the benefit of this
          Deed or any of its rights, duties or obligations under this Deed
          except to a Substitute Manager which is appointed as a successor
          manager of the Series Trust under and in accordance with the Master
          Trust Deed.

23.3      ASSIGNMENT BY US DOLLAR NOTE TRUSTEE

          The US Dollar Note Trustee will not assign or otherwise transfer all
          or any part of the benefit of this Deed or any of its rights, duties
          and obligations under this Deed except to a Substitute US Dollar Note
          Trustee which is appointed as a successor trustee under and in
          accordance with this Deed.

23.4      CERTIFICATE OF US DOLLAR NOTE TRUSTEE

          A certificate in writing signed by an Authorised Officer of the US
          Dollar Note Trustee certifying any act, matter or thing relating to
          this Deed is conclusive and binding on the Issuer in the absence of
          manifest error on the face of the certificate.

23.5      CONTINUING OBLIGATION

          This Deed is a continuing obligation notwithstanding any settlement of
          account intervening payment express or implied revocation or any other
          matter or thing whatsoever until a final discharge of this Deed has
          been given to the Issuer.

23.6      SETTLEMENT CONDITIONAL

          Any settlement or discharge between the Issuer and the US Dollar Note
          Trustee is conditional upon any security or payment given or made to
          the US Dollar Note Trustee by the Issuer or any other person in
          relation to the Secured Moneys not being avoided repaid or reduced by
          virtue of any provision or enactment relating to bankruptcy insolvency
          or liquidation for the time being in force and, in the event of any
          such security or payment being so avoided repaid or reduced the US
          Dollar Note Trustee is entitled to recover the value or amount of such
          security or payment avoided, repaid or reduced from the Issuer
          subsequently as if such settlement or discharge had not occurred.

23.7      INTEREST ON JUDGMENT

          If a liability under this Deed (other than a liability for negligence,
          fraud or wilful default of the Issuer under the Transaction Documents)
          becomes merged in a judgment or order then the Issuer as an
          independent obligation will pay interest to the US Dollar Note Trustee
          on the amount of that liability at a rate being the higher of the rate
          payable pursuant to the judgment or order and the highest rate payable
          on the Class A-1 Notes from the date it becomes payable until it is
          paid.

                                                                             43.
<PAGE>

23.8      SEVERABILITY OF PROVISIONS

          Any provision of this Deed which is illegal, void or unenforceable in
          any jurisdiction is ineffective in that jurisdiction to the extent
          only of such illegality, voidness or unenforceability without
          invalidating the remaining provisions of this Deed or the
          enforceability of that provision in any other jurisdiction.

23.9      REMEDIES CUMULATIVE

          The rights and remedies conferred by this Deed upon the US Dollar Note
          Trustee are cumulative and in addition to all other rights or remedies
          available to the US Dollar Note Trustee by Statute or by general law.

23.10     WAIVER

          A failure to exercise or enforce or a delay in exercising or enforcing
          or the partial exercise or enforcement of any right, remedy, power or
          privilege under this Deed by the US Dollar Note Trustee will not in
          any way preclude or operate as a waiver of any further exercise or
          enforcement of such right, remedy, power or privilege or the exercise
          or enforcement of any other right, remedy, power or privilege under
          this Deed or provided by law.

23.11     WRITTEN WAIVER, CONSENT AND APPROVAL

          Any waiver, consent or approval given by the US Dollar Note Trustee
          under this Deed will only be effective and will only be binding on the
          US Dollar Note Trustee if it is given in writing or given verbally and
          subsequently confirmed in writing and executed by the US Dollar Note
          Trustee or on its behalf by an Authorised Officer for the time being
          of the US Dollar Note Trustee.

23.12     TIME OF ESSENCE

          Time is of the essence in respect of the Issuer's obligations under
          this Deed.

23.13     MORATORIUM LEGISLATION

          To the fullest extent permitted by law, the provisions of all Statutes
          operating directly or indirectly:

          (a)  (LESSEN OBLIGATIONS): to lessen or otherwise to vary or affect in
               favour of the Issuer any obligation under this Deed; or

          (b)  (DELAY EXERCISE OF POWERS): to delay or otherwise prevent or
               prejudicially affect the exercise of any powers conferred on the
               US Dollar Note Trustee under this Deed,

          are expressly waived negatived and excluded.

23.14     BINDING ON EACH SIGNATORY

          This Deed binds each of the signatories to this Deed notwithstanding
          that any one or more of the named parties to this Deed does not
          execute this Deed, that there is any invalidity forgery or
          irregularity touching any execution of this Deed or that this Deed is
          or becomes unenforceable void or voidable against any such named
          party.

23.15     COUNTERPARTS

          This Deed may be executed in a number of counterparts and all such
          counterparts taken together is deemed to constitute one and the same
          instrument.

                                                                             44.
<PAGE>

SCHEDULE 1
FORM OF CLASS A-1 NOTE



Registered              CUSIP No:                                    $[        ]
No. R-                  ISIN No:
                        Common Code:


Unless this Class A-1 Note is presented by an authorised representative of The
Depository Trust Company, a New York corporation, ("DTC") to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Class A-1 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 OF THE
CLASS A-1 NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest in this Class A-1
Note.

[The above paragraph is to appear in the Class A-1 Book Entry Notes only.]

Each Class A-1 Noteholder represents, warrants and covenants (and by its
acquisition of a Class A-1 Note, each Class A-1 Noteholder shall be deemed to
represent) that it is either (i) not acquiring such US Dollar with the assets of
an "employee benefit plan" subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"); a "plan" described by Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "CODE"); any
entity deemed to hold "plan assets" of the foregoing under 29 C.F.R. 2510.3-101;
or any governmental plan subject to substantially similar applicable law or (ii)
its purchase and holding of such Class A-1 Note will not result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code or any
substantially similar applicable law.

THE PRINCIPAL OF THIS CLASS A-1 NOTE IS PAYABLE IN INSTALMENTS AND MAY BE
SUBJECT TO CHARGE-OFFS OR EXCHANGE AS SET FORTH BELOW, IN THE US DOLLAR NOTE
TRUST DEED AND IN THE US DOLLAR NOTE CONDITIONS. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS CLASS A-1 NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE OF THIS CLASS A-1 Note.

              PERPETUAL TRUSTEE COMPANY LIMITED ABN 42 000 001 007

    (a limited liability company incorporated under the law of Australia and
 registered in the State of New South Wales) in its capacity as trustee of the
       Medallion Trust Series 2003-1G (the "SERIES TRUST") (the "ISSUER")

                                 CLASS A-1 NOTE

This Class A-1 Note is issued by the Issuer in an initial aggregate principal
amount of US$ [ ] (the "CLASS A-1 Note") and is:

(a)    constituted by a US Dollar Note Trust Deed (the "US DOLLAR NOTE TRUST
       DEED") dated [ ] made between the Issuer, Securitisation Advisory
       Services Pty Limited ABN 88 064 133 946, (the "MANAGER") and The Bank of
       New York, New York Branch (the "US DOLLAR NOTE TRUSTEE"); and

(b)    issued subject to, and with the benefit of, amongst other things:

       (i)    a Master Trust Deed (the "MASTER TRUST DEED") dated 8 October 1997
              made between the Manager and Perpetual Trustee Company Limited as
              amended from time to time;

       (ii)   a Series Supplement (the "SERIES SUPPLEMENT") dated [ ] made
              between Commonwealth Bank of Australia ABN 48 123 123 124,
              Homepath Pty Limited ABN 35 081 986 530, the Manager and the
              Issuer;

                                                                              45
<PAGE>

       (iii)  a Security Trust Deed (the "SECURITY TRUST DEED") dated [   ] made
              between the Issuer, the Manager, the US Dollar Note Trustee and
              P.T. Limited ABN 67 004 454 666;

       (iv)   the Agency Agreement (the "AGENCY AGREEMENT") dated [   ] made
              between the Issuer, the US Dollar Note Trustee, the Manager, The
              Bank of New York, New York Branch as Principal Paying Agent, Agent
              Bank and US Dollar Note Registrar and The Bank of New York, London
              Branch as Paying Agent;

       (v)    the US Dollar Note Trust Deed; and

       (vi)   the US Dollar Note Conditions as set out in the Annexure to this
              Class A-1 Note (the "US DOLLAR NOTE CONDITIONS").

Unless defined in this Class A-1 Note, words and phrases defined in either or
both of the US Dollar Note Trust Deed and the US Dollar Note Conditions have the
same meaning in this Class A-1 Note. Where there is any inconsistency in a
definition between the US Dollar Note Trust Deed and the US Dollar Note
Conditions, the US Dollar Note Trust Deed prevails.

If this Class A-1 Note is a Class A-1 Book-Entry Note and the Issuer is obliged
to issue Class A-1 Definitive Notes under clause 3.4(a) of the US Dollar Note
Trust Deed, this Class A-1 Note will be exchangeable in whole upon its surrender
at the offices of the US Dollar Note Registrar as specified in the US Dollar
Note Conditions or notified to Class A-1 Noteholders from time to time (or such
other place as the US Dollar Note Trustee may agree) for Class A-1 Definitive
Notes and the Issuer shall execute and procure that the US Dollar Note Trustee
authenticates and delivers in full exchange for this Class A-1 Note, Class A-1
Definitive Notes in aggregate principal amount equal to the then Invested Amount
of this Class A-1 Note subject to and in accordance with clause 3.4(b) of the US
Dollar Note Trust Deed. The Issuer is not obliged to issue Class A-1 Definitive
Notes until 30 days after the occurrence of an event set out in clause 3.4(a) of
the US Dollar Note Trust Deed.

The Issuer, in its capacity as trustee of the Series Trust, subject to and in
accordance with this Class A-1 Note, the US Dollar Note Conditions, the Agency
Agreement, the Series Supplement and the US Dollar Note Trust Deed, promises to
pay to Cede & Co. as the registered holder of this Class A-1 Note, or to
registered assigns of this Class A-1 Note, the principal sum of US$ [ ] (or such
part of that amount as may become repayable under the US Dollar Note Conditions,
the Series Supplement and the US Dollar Note Trust Deed) on such date(s) as that
principal sum (or any part of it) becomes repayable in accordance with the US
Dollar Note Conditions, the Series Supplement and the US Dollar Note Trust Deed
and to pay interest in arrears on each Distribution Date on the Invested Amount
of this Class A-1 Note at rates determined in accordance with Condition 6 of the
US Dollar Note Conditions. The Class A-1 Definitive Notes to be issued on that
exchange will be in registered form each in the denomination of US$100,000 or
integral multiples of US$10,000. If the Issuer fails to meet its obligations to
issue Class A-1 Definitive Notes, this shall be without prejudice to the
Issuer's obligations with respect to the Class A-1 Notes under the US Dollar
Note Trust Deed, the Master Trust Deed, the Series Supplement, the Agency
Agreement and this Class A-1 Note.

Payments of interest on this Class A-1 Note due and payable on each Distribution
Date, together with the instalment of principal, if any, shall be payable in
accordance with Condition 8.1 of the US Dollar Note Conditions and the Agency
Agreement. If this Class A-1 Note is a Class A-1 Book-Entry Note such payments
will be made to the nominee of the Depository (initially, such nominee to be
Cede & Co.) and 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 only
in accordance with the respective rules and procedures of DTC. Such persons will
have no claim directly against the Issuer in respect of payments due on the
Class A-1 Notes which must be made by the holder of this Class A-1 Note, for so
long as this Class A-1 Note is outstanding.

                                                                              46
<PAGE>

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

This Class A-1 Note shall not become valid for any purpose unless and until the
Certificate of Authentication attached has been signed by an Authorised Officer
or other duly appointed representatives of the US Dollar Note Trustee.

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

If this Class A-1 Note is a Class A-1 Book-Entry Note, this Class A-1 Note is a
global note.

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

PERPETUAL TRUSTEE COMPANY LIMITED by:



......................................................................
Authorised Officer/duly appointed representative

IMPORTANT NOTES:

Neither the Manager nor the Issuer is under any obligation at any time to
repurchase any Class A-1 Notes from Class A-1 Noteholders.

This Class A-1 Note is not a certificate of title and the US Dollar Note
Register on which these Class A-1 Notes are registered is the only conclusive
evidence of the title of the abovementioned person to the Class A-1 Notes.

The Issuer issues this Class A-1 Note only in its role as trustee of the Series
Trust. Any obligation or liability of the Issuer arising under or in any way
connected with the Series Trust under the Master Trust Deed, the Series
Supplement, the US Dollar Note Trust Deed, this Class A-1 Note or any other
Transaction Document to which the Issuer is a party is limited to the extent to
which it can be satisfied out of the Assets of the Series Trust out of which the
Issuer is actually indemnified for the obligation or liability. This limitation
will not apply to any obligation or liability of the Issuer only to the extent
that it is not so satisfied because of any fraud, negligence or wilful default
on the part of the Issuer. The Issuer will have no liability for any act or
omission of the Manager or of any other person (other than a person whose acts
or omissions the Issuer is liable for in accordance with any Transaction
Document).

Transfers of the US Dollar Notes must be pursuant to the annexed form of
assignment and otherwise in accordance with clause 5 of the Agency Agreement.

None of the Manager or the Commonwealth Bank of Australia ABN 48 123 123 124
(the "BANK") as a Seller and the Servicer, or any other member of the
Commonwealth Bank group or the Issuer in its personal capacity or as trustee of
any other trust guarantees the payment or repayment of any principal, interest
or other amounts owing in respect of the Class A-1 Notes.

The Class A-1 Notes do not represent deposits or other liabilities of the
Manager, either Seller, the Servicer, the Bank or any other Related Body
Corporate of the Bank. The holding of the Class A-1 Notes is subject to
investment risk, including possible delays in payment and loss of income and
principal invested. None of the Manager, either Seller, the Servicer, the Bank
or any other Related Body Corporate of the Bank stand in any way behind the
capital value and/or performance of the Class A-1 Notes, or the Assets held by
the Series Trust.

                                                                              47
<PAGE>


CERTIFICATE OF AUTHENTICATION

This Class A-1 Note is authenticated by The Bank of New York, New York Branch as
US Dollar Note Trustee and until so authenticated shall not be valid for any
purpose.

THE BANK OF NEW YORK, NEW YORK BRANCH by:



......................................................................
Authorised Officer/duly appointed representative




                                                                              48
<PAGE>


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 Class A-1 Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________________, attorney, to transfer said
Class A-1 Note on the books kept for registration thereof, with full power of
substitution in the premises.

Dated: ____________________                                                    *
                                           -----------------------------------
                                           Signature Guaranteed:






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

----------------------------
* NOTE: The signatures to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Class A-1 Note in every
particular without alteration, enlargement or any change whatsoever.




                                                                              49
<PAGE>

SCHEDULE 2
FORM OF US DOLLAR NOTE CONDITIONS

1.          GENERAL

            The issue of the US$[ ] Class A Mortgage Backed Floating Rate Notes
            due 21 December 2033 (the "CLASS A NOTES") and the A$[ ] Class B
            Mortgage Backed Floating Rate Notes due 21 December 2033 (the "CLASS
            B NOTES" and together with the Class A Notes, the "NOTES") by
            Perpetual Trustee Company Limited ABN 42 000 001 007, ("PERPETUAL")
            in its capacity as trustee of the Medallion Trust Series 2003-1G
            (the "SERIES TRUST") (Perpetual in such capacity, the "ISSUER") was
            authorised by a resolution of the board of directors of Perpetual
            passed on 13 March 2003.

            The Class A Notes: (a) are constituted by a US Dollar Note Trust
            Deed (the "US DOLLAR NOTE TRUST DEED") dated on or about 13 March
            2003 made between the Issuer, Securitisation Advisory Services Pty
            Limited ABN 88 064 133 946, (the "MANAGER") and The Bank of New
            York, New York Branch (the "US DOLLAR NOTE TRUSTEE") as trustee for
            the several persons who are for the time being registered holders of
            the Class A Notes (each a "CLASS A NOTEHOLDER" and together the
            "CLASS A NOTEHOLDERS"); and (b) are issued subject to, and with the
            direct or indirect benefit of, amongst other things (i) a Master
            Trust Deed (the "MASTER TRUST DEED") dated 8 October 1997 made
            between the Manager and Perpetual, as amended from time to time;
            (ii) a Series Supplement (the "SERIES SUPPLEMENT") dated on or about
            5 March 2003 made between Commonwealth Bank of Australia ABN 88 123
            123 124 (generally the "BANK" and in its respective capacities under
            the Series Supplement, a "SELLER" and the initial "SERVICER"),
            Homepath Pty Limited ABN 35 081 986 530 (a "SELLER"), the Manager
            and Perpetual; (iii) a Security Trust Deed (the "SECURITY TRUST
            DEED") dated on or about 5 March 2003 made between the Issuer, the
            Manager, the US Dollar Note Trustee and P.T. Limited ABN 67 004 454
            666 (the "SECURITY Trustee"); (iv) the US Dollar Note Trust Deed;
            (v) these terms and conditions (the "CONDITIONS"); and (vi) the
            Agency Agreement (as defined below).

            Certain provisions of these Conditions (including the definitions
            herein) are summaries of the Transaction Documents and are subject
            to the detailed provisions of the Transaction Documents, a copy of
            which may be inspected as indicated in CONDITION 3.

            Payments of interest and principal, and the calculation of certain
            amounts and rates, under these Conditions in respect of the Class A
            Notes will be made pursuant to an Agency Agreement (the "AGENCY
            AGREEMENT") dated on or about 13 March 2003 made between the Issuer,
            the US Dollar Note Trustee, the Manager, The Bank of New York, New
            York Branch, as the initial principal paying agent (the "PRINCIPAL
            PAYING AGENT") (together with any other paying agent appointed from
            time to time under the Agency Agreement, the "PAYING AGENTS"), as
            the initial agent bank (the "AGENT BANK") and as the initial US
            Dollar note registrar (the "US DOLLAR NOTE REGISTRAR") and The Bank
            of New York, London Branch.

            The Issuer has entered into an ISDA Master Agreement (the "CURRENCY
            SWAP AGREEMENT") with the Bank (the "CURRENCY SWAP PROVIDER") and
            the Manager, together with a schedule, a credit support annex and a
            confirmation relating thereto in respect of the Class A Notes (such
            confirmation documenting the "CLASS A CURRENCY SWAP").

            "TRANSACTION DOCUMENTS" means the Master Trust Deed in so far as it
            relates to the Series Trust, the Series Supplement, the Currency
            Swap Agreement, the Interest Rate Swap Agreement, the Liquidity
            Facility Agreement, the Standby Redraw Facility Agreement, the PMI
            Mortgage Insurance Policy, the Security Trust Deed, the Dealer
            Agreement, the Underwriting Agreement, the US Dollar Note Trust
            Deed, these Conditions, the Agency Agreement and any other document
            which is agreed by the Manager and the Issuer to be a Transaction
            Document in relation to the Series Trust.

            "DEALER AGREEMENT", "PMI MORTGAGE INSURANCE POLICY", "INTEREST RATE
            SWAP

                                                                              50
<PAGE>

            AGREEMENT", "LIQUIDITY FACILITY AGREEMENT", "STANDBY REDRAW FACILITY
            AGREEMENT" and "UNDERWRITING AGREEMENT" have the same respective
            meanings as in the Series Supplement.

            "US$" means the lawful currency for the time being of the United
            States of America and "A$" means the lawful currency for the time
            being of the Commonwealth of Australia.

2.          DEFINITIONS AND INTERPRETATION

2.1         INCORPORATED DEFINITIONS AND OTHER PROVISIONS

            Where in these Conditions a word or expression is defined by
            reference to its meaning in another Transaction Document or there is
            a reference to another Transaction Document or to a provision of
            another Transaction Document, any amendment to the meaning of that
            word or expression, to that other Transaction Document or to that
            provision (as the case may be) will be of no effect for the purposes
            of these Conditions unless and until the amendment: (a) if it does
            not effect a Payment Modification (as defined in CONDITION 10.3) is
            either: (i) if the US Dollar Note Trustee is of the opinion that the
            amendment will not be materially prejudicial to the interests of the
            Class A Noteholders, consented to by the US Dollar Note Trustee; or
            (ii) otherwise, approved by a Special Majority (as defined in
            CONDITION 10.3) of the Class A Noteholders under the US Dollar Note
            Trust Deed; or (b) if the amendment does effect a Payment
            Modification (as defined in CONDITION 10.3), is consented to by each
            Class A Noteholder.

2.2         INTERPRETATION

            In these Conditions, unless the context otherwise requires: (a) a
            reference to a party includes that party's executors,
            administrators, successors, substitutes and assigns, including any
            person replacing that party by way of novation; (b) a reference to
            any regulation or to any section or provision thereof includes any
            statutory modification or re-enactment or any statutory provision
            substituted therefore and all ordinances, by-laws, regulations and
            other statutory instruments issued thereunder; (c) subject to
            CONDITION 2.1, a reference to any document or agreement is a
            reference to such document or agreement as amended, varied,
            supplemented or replaced from time to time; (d) words importing the
            singular include the plural (and vice versa); (e) words denoting a
            given gender include all other genders; and (f) headings are for
            convenience only and do not affect the interpretation of these
            Conditions.

2.3         CALCULATIONS

            Except as expressly provided otherwise in these Conditions, all
            calculations in a given currency under these Conditions will be
            rounded down to the nearest cent in that currency and all other
            calculations and percentages determined hereunder will be rounded
            down to the nearest 4 decimal places.

3.          CLASS A NOTEHOLDERS BOUND

            The Class A Noteholders are bound by, and are deemed to have notice
            of, all the provisions of the Transaction Documents. A copy of each
            Transaction Document is available for inspection during normal
            business hours on New York business days at the registered office
            for the time being of the US Dollar Note Trustee (which is, at the
            date of these Conditions, 101 Barclay Street, 21W, New York, New
            York, 10286).

4.          FORM, DENOMINATION AND TITLE OF AND TO, AND THE
            ISSUE OF DEFINITIVE, CLASS A NOTES

4.1         FORM AND DENOMINATION

            The Class A Notes will be issued in registered form, without
            interest coupons, in minimum denominations of US$100,000 and
            integral multiples of US$1,000. The initial principal amount of each
            Class A Note (the "INITIAL INVESTED AMOUNT" in relation to that
            Class A

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            Note) will be stated on its face.

4.2         TITLE

            Title to the Class A Notes will only be shown on, and will only pass
            by registration in, the register (the "US DOLLAR NOTE REGISTER")
            maintained by the US Dollar Note Registrar in accordance with the
            Agency Agreement. Class A Notes may be transferred, or may be
            exchanged for other Class A Notes in any authorised denominations
            and a like Invested Amount (as defined in CONDITION 6.4), upon the
            surrender of the Class A Notes to be transferred or exchanged duly
            endorsed with or accompanied by a written instrument of transfer and
            exchange duly executed (with such execution guaranteed by an
            eligible guarantor institution) and the provision of such other
            documents as the US Dollar Note Registrar may reasonably require, to
            a specified office of the US Dollar Note Registrar (as set out at
            the end of these Conditions or otherwise notified to Class A
            Noteholders) subject to and in accordance with the Agency Agreement.
            No service charge may be made for any transfer or exchange, but the
            US Dollar Note Registrar may require payment by the Class A
            Noteholder of a sum sufficient to cover any tax or other
            governmental charge that may be imposed in connection with any
            transfer or exchange of Class A Notes. The US Dollar Note Registrar
            need not register transfers or exchanges of Class A Notes for a
            period of 30 days preceding the due date for any payment with
            respect to the Class A Notes or for a period, not exceeding 30 days,
            specified by the US Dollar Note Trustee prior to any meeting, which
            includes Class A Noteholders, under the Master Trust Deed or the
            Security Trust Deed. The Issuer, the US Dollar Note Trustee, the
            Manager, the Agent Bank and each Paying Agent may accept the
            correctness of the US Dollar Note Register and any information
            provided to it by the US Dollar Note Registrar and is not required
            to enquire into its authenticity. None of the Issuer, the US Dollar
            Note Trustee, the Manager, the Agent Bank, any Paying Agent or the
            US Dollar Note Registrar is liable for any mistake in the US Dollar
            Note Register or in any purported copy except to the extent that the
            mistake is attributable to its own fraud, negligence or wilful
            default.

5.          STATUS, SECURITY AND RELATIONSHIP BETWEEN THE
            CLASS A NOTES, THE CLASS B NOTES AND THE REDRAW
            BONDS

5.1         STATUS OF THE SECURITIES

            The Notes and the Redraw Bonds (as defined in CONDITION 5.5)
            (together the "SECURITIES") are direct, secured (as described in
            CONDITION 5.2) limited recourse (as described in CONDITION 5.3)
            obligations of the Issuer.

5.2         SECURITY

            The obligations of the Issuer under the Securities are (amongst the
            other payment obligations of the Issuer comprising the Secured
            Moneys (as defined below)) secured, pursuant to the Security Trust
            Deed, in favour of the Security Trustee as trustee for the Secured
            Creditors (as defined below), by a floating charge (the "CHARGE")
            over all of the assets and property, real and personal (including
            choses in action and other rights), tangible and intangible, present
            or future, of the Series Trust (the "CHARGED PROPERTY"). The Charged
            Property includes an equitable interest in certain mortgage loans,
            and related mortgages, acquired by the Issuer from the Sellers. The
            Charge is a first ranking security, subject only to the Prior
            Interest in the Charged Property.

            "INVESTED AMOUNT" in relation to a Class A Note is defined in
            CONDITION 6.4 and in relation to a Class B Note or Redraw Bond (as
            defined in CONDITION 5.5) means A$100,000 less the aggregate of all
            amounts previously paid in relation to that Class B Note or Redraw
            Bond on account of principal pursuant to clause 10.5 of the Series
            Supplement.

            "PRIOR INTEREST" means the lien over, and right of indemnification
            from, the Charged Property held by the Issuer under, and calculated
            in accordance with, the Master Trust Deed for the fees,

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<PAGE>

            costs, charges and expenses incurred by or payable to the Issuer (in
            its capacity as trustee of the Series Trust) in accordance with the
            Master Trust Deed and the Series Supplement (other than the Secured
            Moneys and other than the Arranging Fees (as defined in the Series
            Supplement) payable to the Manager) which are unpaid or paid by the
            Issuer but not reimbursed to the Issuer from the assets and property
            of the Series Trust.

            "SECURED CREDITORS" means the US Dollar Note Trustee (in its
            personal capacity and as trustee of the US Dollar Note Trust
            established under the US Dollar Note Trust Deed), each Agent, each
            Securityholder, each Hedge Provider (as defined in the Series
            Supplement), the Liquidity Facility Provider (as defined in the
            Series Supplement), the Standby Redraw Facility Provider (as defined
            in the Series Supplement), the Servicer and each Seller.

            "SECURED MONEYS" means, without double counting, the aggregate of
            all moneys owing to the Security Trustee or to a Secured Creditor
            under any of the Transaction Documents, whether such amounts are
            liquidated or not or are contingent or presently accrued due, and
            includes all rights sounding in damages only provided that:

            (a)         the amount owing by the Issuer in relation to the
                        principal component of a Security is to be calculated by
                        reference to the Invested Amount of that Security;

            (b)         the amount owing by the Issuer in relation to the
                        principal component of the Standby Redraw Facility
                        Agreement is to be calculated by reference to the
                        aggregate of the Standby Redraw Facility Principal and
                        the Unreimbursed Principal Chargeoffs (as defined in
                        CONDITION 7.10) in relation to the Standby Redraw
                        Facility Principal; and

            (c)         the Secured Moneys do not include any fees or value
                        added tax payable to the US Dollar Note Trustee or an
                        Agent referred to in clause 12.7 of the US Dollar Note
                        Trust Deed or Clause 12.6 of the Agency Agreement.

            "SECURITYHOLDERS" means the Class A Noteholders, the Class B
            Noteholders (as defined in the Series Supplement) and the Redraw
            Bondholders (as defined in the Series Supplement).

            "STANDBY REDRAW FACILITY PRINCIPAL" has the same meaning as in the
            Series Supplement.

5.3         LIMITED RECOURSE

            The liability of the Issuer to make interest and principal payments
            on the Class A Notes is limited, except in certain circumstances
            described in CONDITION 12, to the assets and property of the Series
            Trust available for this purpose in accordance with, and subject to
            the order of priority of payments in, the Series Supplement (prior
            to enforcement of the Charge) or the Security Trust Deed (following
            enforcement of the Charge).

            The net proceeds of realisation of the assets and property of the
            Series Trust (including following enforcement of the Charge) may be
            insufficient to pay all amounts due to the Class A Noteholders and
            any other amounts ranking in priority to or equally with amounts due
            to the Class A Noteholders. Except in the limited circumstances
            described in CONDITION 12, the assets of Perpetual held in its
            personal capacity will not be available for payment of any shortfall
            arising and all claims in respect of such shortfall will be
            extinguished. The assets of Perpetual held in its capacity as
            trustee of any other trust (including any other series trust
            established pursuant to the Master Trust Deed) will not in any
            circumstances be available to pay any amounts due to Class A
            Noteholders.

            None of the Bank, either Seller, the Manager, the US Dollar Note
            Trustee, the Security Trustee, any Agent, the Currency Swap Provider
            or the Managers (as defined in the Underwriting Agreement), amongst
            others, has any obligation to any Class A Noteholder for payment of
            any amount owed by the Issuer in respect of the Class A Notes.

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<PAGE>

5.4         NO PREFERENCE WITHIN THE CLASS A NOTES

            The Class A Notes rank equally and rateably and without any
            preference or priority among themselves.

5.5         ISSUE OF REDRAW BONDS
            Under the Series Supplement, the Issuer is entitled to issue debt
            securities ("REDRAW Bonds") from time to time at the direction of
            the Manager. If prior to a Determination Date, the Manager considers
            that the aggregate of:

            (a)    the amount by which the aggregate of the Principal
                   Collections, the Principal Draw Reimbursement, the Principal
                   Chargeoff Reimbursements (as defined in CONDITION 7.10) and
                   the Other Principal Amounts for the Collection Period ending
                   on the Determination Date exceeds any Net Income Shortfall on
                   that Determination Date; and

            (b)    the Standby Redraw Facility Advance (if any) to be made on
                   the next Distribution Date (as defined in CONDITION 6.2),

            as estimated by the Manager are likely to be insufficient to meet in
            full the aggregate of:

            (c)    the Seller Advances; and

            (d)    the Standby Redraw Facility Principal,

            that the Manager estimates will be outstanding on the Determination
            Date, the Manager may direct the Issuer to issue Redraw Bonds for a
            principal amount specified in the direction. The maximum Stated
            Amount (as hereinafter defined) of the Redraw Bonds outstanding on
            any Distribution Date (as defined in CONDITION 6.2) (after taking
            into account any expected repayment of principal on the Redraw Bonds
            on that Distribution Date) must not exceed the Redraw Bond Principal
            Limit.

            "COLLECTION PERIOD", "DETERMINATION DATE", "NET INCOME SHORTFALL",
            "OTHER PRINCIPAL AMOUNT", "PRINCIPAL COLLECTIONS", "PRINCIPAL DRAW
            REIMBURSEMENT", "REDRAW BOND PRINCIPAL LIMIT", "SELLER ADVANCE",
            "STANDBY REDRAW FACILITY ADVANCE" and "STATED AMOUNT" in relation to
            the Redraw Bonds have the same respective meanings as in the Series
            Supplement.

            Prior to the enforcement of the Charge, under the Series Supplement:
            (i) the payment of interest on the Redraw Bonds will rank equally
            and rateably with the payment of the relevant A$ amount by the
            Issuer to the Currency Swap Provider which in turn will be applied
            to meet the payment of interest on the Class A Notes as explained in
            CONDITION 6.9; and (ii) the repayment of principal on the Redraw
            Bonds will rank ahead of the payment of the relevant A$ amount by
            the Issuer to the Currency Swap Provider which in turn will be
            applied to meet the repayment of principal on the Class A Notes as
            explained in CONDITION 7.2).

            Following the enforcement of the Charge, under the Security Trust
            Deed the payment of amounts owing in relation to the Redraw Bonds
            will rank rateably with the payment of amounts owing in relation to
            the Class A Notes (the amounts owing in respect of the Class A Notes
            will, for the purposes of determining distributions to, and
            allocations between, the Class A Noteholders and Redraw Bondholders
            and other Secured Creditors, be converted into A$ in accordance with
            the Security Trust Deed).

5.6         SUBORDINATION OF CLASS B NOTES

            Prior to the enforcement of the Charge, the payment of interest in
            relation to the Class B Notes is subordinated to, amongst other
            things, the payment of interest on the Class A Notes and the Redraw
            Bonds in accordance with the Series Supplement; and the repayment of
            the principal

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<PAGE>

            on the Class B Notes is, to a certain extent, subordinated to,
            amongst other things, the repayment of the principal on the Class A
            Notes and the Redraw Bonds in accordance with the calculations to be
            made of the amounts to be paid by the Issuer under the Series
            Supplement (the subordination of the Class B Notes is in respect of
            the relevant A$ amounts payable by the Issuer to the Currency Swap
            Provider which in turn will be applied to meet the payment of
            interest and the repayment of principal on the Class A Notes as
            explained, respectively, in CONDITIONS 6.9 and 7.2.).

            Following the enforcement of the Charge, in the distribution of the
            net proceeds (if any) arising from the enforcement of the Charge,
            any payment in relation to the Class B Notes will be subordinated
            to, amongst other things, payment of all amounts due in relation to
            the Class A Notes and the Redraw Bonds (the amounts owing in respect
            of the Class A Notes will, for the purposes of determining
            distributions to, and allocations between, the Class A Noteholders,
            and Class B Noteholders and other Secured Creditors, be converted
            into A$ in accordance with the Security Trust Deed).

            The Security Trust Deed contains provisions requiring the Security
            Trustee, subject to other provisions of the Security Trust Deed, to
            give priority to the interests of the Class A Noteholders and the
            Redraw Bondholders if there is a conflict between the interests of
            the Class A Noteholders and the Redraw Bondholders (on the one hand)
            and any other Secured Creditor, including the Class B Noteholders
            (on the other hand). In determining the interests of the Class A
            Noteholders, the Security Trustee may rely on a determination of the
            US Dollar Note Trustee.

5.7         THE SECURITIES RANK EQUALLY EXCEPT AS PROVIDED IN
            THE TRANSACTION DOCUMENTS

            The Securities enjoy the same rights, entitlements, benefits and
            restrictions except as expressly provided in the Transaction
            Documents.

6.          INTEREST

6.1         PERIOD OF ACCRUAL

            Each Class A Note accrues interest from (and including) 21 March
            2003 (the "CLOSING DATE") and ceases to accrue interest on (but
            excluding) the earliest of:

            (a)    the date on which the Stated Amount (as hereinafter defined)
                   of the Class A Note is reduced to zero and all accrued but
                   previously unpaid interest, is paid in full;

            (b)    the date on which the Class A Note is redeemed or repaid in
                   full in accordance with CONDITION 7 (other than CONDITION
                   7.6) unless, upon presentation, payment is improperly
                   withheld or refused in which case the Class A Note will
                   continue to bear interest in accordance with this CONDITION 6
                   (both before and after judgment) until (but excluding)
                   whichever is the earlier of:

                   (i)    the day on which all sums due in respect of the Class
                          A Note up to that day are received by or on behalf of
                          the Class A Noteholder; and

                   (ii)   the seventh day after notice is given to the Class A
                          Noteholder (either in accordance with CONDITION 11.1
                          or individually) that, where required by CONDITION
                          8.2, upon presentation thereof being duly made, such
                          payment will be made, provided that upon such
                          presentation payment is in fact made; and

            (c)    the date on which the Class A Note is deemed to be redeemed
                   in accordance with CONDITION 7.6.

            "STATED AMOUNT" in relation to:

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<PAGE>

            (a)    a Class A Note at any given time means the Initial Invested
                   Amount of that Class A Note less the sum of:

                   (i)    the aggregate of all amounts previously paid in
                          relation to that Class A Note on account of principal
                          pursuant to CONDITION 7.2(C); and

                   (ii)   the aggregate of all then Unreimbursed Principal
                          Chargeoffs (as defined in CONDITION 7.10) in relation
                          to that Class A Note; and

            (b)    any A$ Security (as defined in the Series Supplement) at any
                   given time means A$100,000 less the sum of:

                   (i)    the aggregate of all amounts previously paid in
                          relation to that A$ Security on account of principal
                          pursuant to clause 10.3 of the Series Supplement; and

                   (ii)   the aggregate of all then Unreimbursed Principal
                          Chargeoffs (as defined in the Series Supplement) in
                          relation to that A$ Security.

6.2         ACCRUAL PERIODS

            The period that a Class A Note accrues interest in accordance with
            CONDITION 6.1 is divided into periods (each an "ACCRUAL PERIOD").
            The first Accrual Period for a Class A Note commences on (and
            includes) the Closing Date and ends on (but does not include) the
            first Distribution Date thereafter. Each succeeding Accrual Period
            for a Class A Note commences on (and includes) a Distribution Date
            and ends on (but does not include) the next Distribution Date. The
            final Accrual Period for a Class A Note ends on (but does not
            include) the date on which interest ceases to accrue on the Class A
            Note pursuant to CONDITION 6.1.

            "DISTRIBUTION DATE" means the 21st day of March, June, September and
            December in each year (or, if such a day is not a Business Day, the
            next Business Day). The first Distribution Date is 21 June 2003 (or,
            if that day is not a Business Day, the next Business Day).

            "BUSINESS DAY" means any day on which banks are open for business in
            Sydney, New York City and London other than a Saturday, a Sunday or
            a public holiday in Sydney, New York City or London.

6.3         INTEREST RATE FOR THE CLASS A NOTES

            The rate of interest ("INTEREST RATE") payable from time to time in
            respect of a Class A Note and an Accrual Period is the aggregate of
            USD-LIBOR-BBA (as hereinafter defined) for that Accrual Period and
            the Issue Margin (as hereinafter defined) in relation to the Class A
            Note.

            "USD-LIBOR-BBA" for an Accrual Period will be calculated by the
            Agent Bank in accordance with paragraph (a) (or, if applicable,
            paragraph (b)) below (subject, in the case of the first Accrual
            Period, to paragraph (c) below):

            (a)    on the second Banking Day before the beginning of the Accrual
                   Period (a "RATE SET DATE") the Agent Bank will determine the
                   rate "USD-LIBOR-BBA" as the applicable Floating Rate Option
                   under the Definitions of the International Swaps and
                   Derivatives Association, Inc. ("ISDA") (the "ISDA
                   DEFINITIONS") being the rate applicable to any Accrual Period
                   for three-month deposits in US dollars in the London
                   inter-bank market which appears on the Rate Page (as
                   hereinafter defined) as of 11.00am, London time, on the Rate
                   Set Date; and

            (b)    if such rate does not appear on the Rate Page at that time,
                   the USD-LIBOR-BBA for that Accrual Period will be determined
                   as if the Issuer and the Agent Bank had specified
                   "USD-LIBOR-Reference Banks" as the applicable Floating Rate
                   Option under the ISDA Definitions. For this purpose
                   "USD-LIBOR-Reference Banks"

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<PAGE>

                   means that the rate for an Accrual Period will be determined
                   on the basis of the rates at which deposits in US dollars are
                   offered by the Reference Banks (being four major banks in the
                   London interbank market determined by the Agent Bank) at
                   approximately 11.00am, London time, on the Rate Set Date to
                   prime banks in the London interbank market for a period of
                   three months commencing on the first day of the Accrual
                   Period and in a Representative Amount (as defined in the ISDA
                   Definitions). The Agent Bank will request the principal
                   London office of each of the Reference Banks to provide a
                   quotation of its rate. If at least two such quotations are
                   provided, the USD-LIBOR-BBA for that Accrual Period will be
                   the arithmetic mean of the quotations. If fewer than two
                   quotations are provided as requested, the USD-LIBOR-BBA for
                   that Accrual Period will be the arithmetic mean of the rates
                   quoted by not less than two major banks in New York City,
                   selected by the Agent Bank and the Currency Swap Provider, at
                   approximately 11.00am, New York City time, on that Rate Set
                   Date for loans in US dollars to leading European banks for a
                   period of three months commencing on the first day of the
                   Accrual Period and in a Representative Amount. If no such
                   rates are available in New York City, then the USD-LIBOR-BBA
                   for such Accrual Period will be the most recently determined
                   rate in accordance with paragraph (a).

            "BANKING DAY" means any day on which banks are open for business in
            London and New York City, other than a Saturday, a Sunday or a
            public holiday in London or New York City.

            "RATE PAGE" means Telerate Page 3750 or, if Telerate Page 3750
            ceases to quote the relevant rate, such other page, section or part
            of Telerate as quotes the relevant rate and is selected by the Agent
            Bank or, if there is no such page, section or part of such other
            page, section or part of a different screen information service as
            quotes the relevant rate selected by the Agent Bank and approved by
            the US Dollar Note Trustee.

            "ISSUE MARGIN" in relation to a Class A Note means, subject to the
            following:

            (a)    for the period from, and including, the Closing Date to, but
                   excluding, the first Distribution Date (the "STEP-UP DATE")
                   after the Distribution Date on which the aggregate Mortgage
                   Loan Principal (as defined in the Series Supplement)
                   expressed as a percentage of the aggregate Mortgage Loan
                   Principal at the beginning of business (Sydney time) on 6
                   March 2003 falls below 10%, [ ]% per annum; and

            (b)    for the period from, and including, the Step-Up Date to, but
                   excluding, the date on which that Class A Note ceases to
                   accrue interest in accordance with CONDITION 6.1, [ ]% per
                   annum.

            If the Issuer, at the direction of the Manager, proposes to exercise
            its option to redeem the Securities at their Stated Amount in
            accordance with CONDITION 7.3 on a Distribution Date but is unable
            to do so because, following a meeting of Securityholders convened
            under the provisions of the Security Trust Deed by the Manager for
            this purpose, the Securityholders have not approved by an
            Extraordinary Resolution (as defined in CONDITION 9.1) the
            redemption of the Securities at their Stated Amount, then the Issue
            Margin in relation to each Class A Note from, and including, that
            Distribution Date to, but excluding, the date on which that Class A
            Note ceases to accrue interest in accordance with CONDITION 6.1, is
            [ ]% per annum.

            There is no maximum or minimum Interest Rate for the Class A Notes.

6.4         CALCULATION OF INTEREST ON THE CLASS A NOTES

            Interest on each Class A Note for an Accrual Period (the "CLASS A
            INTEREST AMOUNT") is calculated by applying the Interest Rate for
            that Class A Note for that Accrual Period to the Invested Amount of
            that Class A Note on the first day of the Accrual Period (after
            taking into account any reductions in the Invested Amount of that
            Class A Note on that day), by then

                                       57
<PAGE>

            multiplying such product by the actual number of days in the Accrual
            Period divided by 360 and rounding the resultant figure down to the
            nearest cent.

            "INVESTED AMOUNT" in relation to a Class A Note means the Initial
            Invested Amount of that Class A Note less the aggregate of all
            amounts previously paid in relation to that Class A Note on account
            of principal pursuant to CONDITION 7.2(C).

6.5         DETERMINATION OF INTEREST RATE AND CLASS A
            INTEREST AMOUNT

            The Agent Bank will, as soon as practicable after 11.00am (London
            time or, if applicable, New York City time) on each Rate Set Date,
            determine the Interest Rate in relation to the Class A Notes, and
            calculate the Class A Interest Amount, for the immediately
            succeeding Accrual Period in accordance with, respectively,
            CONDITIONS 6.3 and 6.4. The determination of the Interest Rate, and
            the calculation of the Class A Interest Amount, by the Agent Bank in
            accordance with, respectively, CONDITIONS 6.3 and 6.4 will (in the
            absence of manifest error, wilful default or bad faith) be final and
            binding upon all parties.

6.6         NOTIFICATION AND PUBLICATION OF INTEREST RATE AND
            CLASS A INTEREST AMOUNT

            The Agent Bank will cause the Interest Rate and the Class A Interest
            Amount for each Accrual Period, and the date of the next
            Distribution Date, to be notified to the Issuer, the Manager, the US
            Dollar Note Trustee, the Currency Swap Provider and the Paying
            Agents on or as soon as practical after the Agent Bank has
            determined the Interest Rate and calculated the Class A Interest
            Amount and will cause the same to be published in accordance with
            CONDITION 11.2 as soon as practical after that notification. The
            Class A Interest Amount and the Distribution Date may subsequently
            be amended (or appropriate alternative arrangements made by way of
            adjustment) without notice in the event of an extension or
            shortening of the Accrual Period. If following the occurrence of an
            Event of Default (as defined in CONDITION 9.1), the Security Trustee
            declares in accordance with the Security Trust Deed that the Class A
            Notes are immediately due and payable, the Class A Interest Amount
            and the Interest Rate in respect of the Class A Notes will
            nevertheless continue to be calculated by the Agent Bank in
            accordance with this Condition, but no publication of the Class A
            Interest Amount or the Interest Rate so calculated or the
            Distribution Dates needs to be made unless, in the case of the Class
            A Interest Amount or the Interest Rate, the US Dollar Note Trustee
            otherwise requires.

6.7         DETERMINATION OR CALCULATION BY THE US DOLLAR
            NOTE TRUSTEE

            If the Agent Bank at any time for any reason does not determine the
            Interest Rate in respect of the Class A Notes, or calculate the
            Class A Interest Amount, in accordance with this CONDITION 6, the US
            Dollar Note Trustee will do so and each such determination or
            calculation by the US Dollar Note Trustee will be as if made by the
            Agent Bank. In doing so, the US Dollar Note Trustee will apply the
            foregoing provisions of this CONDITION 6, with any necessary
            consequential amendments, to the extent that it can and in all other
            respects it will do so in such a manner as it considers to be fair
            and reasonable in all the circumstances.

6.8         AGENT BANK

            The Issuer will procure that, for so long as any of the Class A
            Notes remain outstanding, there will at all times be an Agent Bank.
            The Issuer, at the direction of the Manager, may with the prior
            written approval of the US Dollar Note Trustee, terminate the
            appointment of the Agent Bank immediately on the occurrence of
            certain events specified in the Agency Agreement in relation thereto
            or, otherwise, by giving not less than 60 days' notice in writing
            to, amongst others, the Agent Bank. Notice of that termination will
            be given by the Issuer to the Class A Noteholders in accordance with
            CONDITION 11.1. If any person is unable or unwilling to continue to
            act as the Agent Bank, or if the appointment of the Agent Bank is
            terminated, the Issuer, at the direction of the Manager, will
            appoint a successor Agent Bank to act as such in its place, provided
            that neither the resignation nor removal of the Agent Bank will take
            effect until a successor approved by the US Dollar Note Trustee has
            been appointed and notice of the

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            appointment of the successor has been given by the Issuer to the
            Class A Noteholders in accordance with CONDITION 11.1. The initial
            Agent Bank and its specified office are set out at the end of these
            Conditions.

6.9         PAYMENT OF THE CLASS A INTEREST AMOUNT

            The Class A Interest Amount for each Accrual Period in relation to a
            Class A Note is payable in arrears in US$ on the Distribution Date
            which is the last day of the Accrual Period. On each Distribution
            Date prior to the enforcement of the Charge, the Issuer must:

            (a)    to the extent that there are funds available for this purpose
                   in accordance with the Series Supplement pay, in accordance
                   with the directions of the Manager, the A$ Class A-1 Interest
                   Amount and any A$ Class A-1 Unpaid Interest Amount in
                   relation to that Distribution Date to the Currency Swap
                   Provider in accordance with the Class A Currency Swap;

            (b)    direct the Currency Swap Provider (which direction may be
                   contained in the Class A Currency Swap) to pay the Class A-1
                   Interest Payments on each Distribution Date to the Principal
                   Paying Agent in accordance with the Agency Agreement; and

            (c)    direct the Principal Paying Agent (which direction may be
                   contained in the Agency Agreement) to pay the Class A-1
                   Interest Payments received by it from the Currency Swap
                   Provider on a Distribution Date rateably amongst the Class A
                   Notes based on their Stated Amounts towards the Class A
                   Interest Amount in relation to each Class A Note in relation
                   to the Accrual Period ending on that Distribution Date and
                   any then Class A Unpaid Interest Amount (as defined in
                   CONDITION 6.10) in relation to each Class A Note (to the
                   extent included in the Class A-1 Interest Payment) in
                   accordance with, and subject to, these Conditions and the
                   Agency Agreement.

            "A$ CLASS A-1 INTEREST AMOUNT", "A$ CLASS A-1 UNPAID INTEREST
            AMOUNT" and "CLASS A-1 INTEREST PAYMENT" have the same respective
            meanings as in the Series Supplement.

6.10        INTEREST ON UNPAID INTEREST AMOUNTS

            If interest is not paid in respect of a Class A Note on the date
            when due and payable, that unpaid interest will itself bear interest
            at the Interest Rate in relation to the Class A Notes applicable
            from time to time until (but excluding the date of payment) the
            unpaid interest, and interest on it, is paid in accordance with
            CONDITION 6.9 (the unpaid interest and interest on that unpaid
            interest, in relation to a Class A Note, is a "CLASS A UNPAID
            INTEREST AMOUNT").

7.          REDEMPTION OF THE CLASS A NOTES

7.1         FINAL REDEMPTION OF THE CLASS A NOTES

            Unless previously redeemed (or deemed to be redeemed) in full, the
            Issuer will redeem the Class A Notes at their then Stated Amount,
            together with all then accrued but unpaid interest, on the
            Distribution Date occurring in December 2033 (the "SCHEDULED
            MATURITY DATE").

7.2         PART REDEMPTION OF CLASS A NOTES

            Subject to CONDITIONS 7.3, 7.4 and 7.6, on each Distribution Date
            prior to the enforcement of the Charge until the Stated Amount of
            the Class A Notes is reduced to zero the Issuer must:

            (a)    pay, in accordance with the directions of the Manager, the A$
                   Class A-1 Principal Amount (if any) in relation to that
                   Distribution Date to the Currency Swap Provider in accordance
                   with the Class A Currency Swap;

            (b)    direct the Currency Swap Provider (which instruction may be
                   contained in the Class

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                   A Currency Swap) to pay on each Distribution Date to the
                   Principal Paying Agent in accordance with the Agency
                   Agreement the US$ Equivalent of the amount of the A$ Class
                   A-1 Principal Amount (such US$ Equivalent of the A$ Class A-1
                   Principal Amount being the "CLASS A PRINCIPAL AMOUNT")
                   received by the Currency Swap Provider from the Issuer on
                   that Distribution Date; and

            (c)    direct the Principal Paying Agent (which direction may be
                   contained in the Agency Agreement) to pay Class A Principal
                   Amount received from the Currency Swap Provider equally
                   amongst the Class A Notes towards the repayment of the Stated
                   Amount on the Class A Notes in accordance with, and subject
                   to, these Conditions and the Agency Agreement. Such a payment
                   of the Stated Amount on a Class A Note will constitute a
                   redemption of the Class A Note in part to the extent of such
                   repayment and, upon such repayment, the obligation of the
                   Issuer with respect to the Class A Note will be discharged to
                   the extent of such repayment.

            "A$ CLASS A-1 PRINCIPAL AMOUNT" and "US$ EQUIVALENT" have the same
            respective meanings as in the Series Supplement.

7.3         CALL OPTION

            The Issuer will, subject to the other provisions of this CONDITION 7
            and prior to the enforcement of the Charge, when directed by the
            Manager (at the Manager's option), redeem all, but not some only, of
            the Securities at their then Invested Amount, subject to the
            following, together with all accrued but unpaid interest in respect
            of the Securities to (but excluding) the date of redemption, on any
            Distribution Date falling on or after the date on which the
            aggregate Mortgage Loan Principal (as defined in the Series
            Supplement) expressed as a percentage of the aggregate Mortgage Loan
            Principal at the beginning of business (Sydney time) on 6 March 2003
            falls below 10%.

            Notwithstanding the foregoing, the Issuer may redeem the Securities
            at their Stated Amount, instead of at their Invested Amount,
            together with accrued but unpaid interest in respect of the
            Securities to (but excluding) the date of redemption, if so approved
            by an Extraordinary Resolution (as defined in CONDITION 9.1) of the
            Securityholders together.

            The Manager will not direct the Issuer to, and the Issuer will not,
            so redeem the Securities on such a Distribution Date unless the
            Issuer is in a position on the Distribution Date to repay in respect
            of the Securities their then Invested Amount or Stated Amount, as
            required, together with all accrued but unpaid interest to (but
            excluding) the date of redemption and to discharge all its
            liabilities in respect of amounts which are required under the
            Security Trust Deed to be paid in priority to or equally with the
            Securities of all classes if the Charge were enforced.

            The Issuer will give not more than 60 nor less than 45 days' notice
            (which will be irrevocable) of the Distribution Date on which a
            proposed redemption under this CONDITION 7.3 will occur to the
            Sellers, the US Dollar Note Trustee, the Principal Paying Agent, the
            Agent Bank and to the Class A Noteholders in accordance with
            CONDITION 11.1.

7.4         REDEMPTION FOR TAXATION OR OTHER REASONS

            If the Manager satisfies the Issuer and the US Dollar Note Trustee
            immediately prior to giving the notice referred to below that by
            virtue of a change in law of the Commonwealth of Australia or any of
            its political subdivisions or any of its authorities or any other
            jurisdiction to which the Issuer becomes subject (or the application
            or official interpretation thereof) (a "RELEVANT JURISDICTION") from
            that in effect on the Closing Date, either:

            (a)    on the next Distribution Date the Issuer will be required to
                   deduct or withhold from any payment of principal or interest
                   in respect of the Class A Notes or any other class of the
                   Securities any amount for or on account of any present or
                   future taxes, duties, assessments or governmental charges of
                   whatever nature imposed, levied,

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                   collected, withheld or assessed by a Relevant Jurisdiction;
                   or

            (b)    the total amount payable in respect of interest in relation
                   to any of the Mortgage Loans (as defined in the Series
                   Supplement) for a Collection Period (as defined in the Series
                   Supplement) ceases to be receivable (whether or not actually
                   received) by the Issuer during such Collection Period by
                   reason of any present or future taxes, duties, assessments or
                   governmental charges of whatever nature imposed, levied,
                   collected, withheld or assessed by a Relevant Jurisdiction,

            and, in each case, such obligation cannot be avoided by the Issuer
            taking reasonable measures available to it, the Issuer must, when so
            directed by the Manager (at the Manager's option), redeem all, but
            not some only, of the Securities on any subsequent Distribution Date
            at their then Invested Amount, subject to the following, together
            with accrued but unpaid interest in respect of the Securities to
            (but excluding) the date of redemption. Notwithstanding the
            foregoing, the Issuer may redeem the Securities at their Stated
            Amount, instead of at their Invested Amount, together with accrued
            but unpaid interest in respect of the Securities to (but excluding)
            the date of redemption, if so approved by an Extraordinary
            Resolution (as defined in CONDITION 9.1) of the Securityholders
            together.

            The Manager will not direct the Issuer to, and the Issuer will not,
            so redeem the Securities unless the Issuer is in a position on such
            Distribution Date to repay in respect of the Securities their then
            Invested Amount or Stated Amount, as required, together with all
            accrued but unpaid interest to (but excluding) the date of
            redemption and to discharge all its liabilities in respect of
            amounts which are required under the Security Trust Deed to be paid
            in priority to or equally with the Securities of all classes if the
            Charge were enforced.

            The Issuer will give not more than 60 nor less than 45 days' notice
            (which will be irrevocable) of the Distribution Date on which a
            proposed redemption under this CONDITION 7.4 will occur to the US
            Dollar Note Trustee, the Sellers, the Principal Paying Agent, the US
            Dollar Note Registrar, the Agent Bank and the Class A Noteholders in
            accordance with CONDITION 11.1.

            If an event referred to in paragraph (a) of this CONDITION 7.4
            occurs in respect of only the Class A Notes (and not any other
            Securities) and as a result thereof the Issuer gives notice in
            accordance with this CONDITION 7.4 that it proposes to redeem all of
            the Securities on the Distribution Date referred to in that notice,
            the Class A Noteholders may by a Special Majority (as defined in
            CONDITION 10.3) in accordance with the US Dollar Note Trust Deed
            elect that they do not require the Issuer to redeem the Class A
            Notes. If the Class A Noteholders make such an election they (or the
            US Dollar Note Trustee on their behalf) must notify the Issuer and
            the Manager not less than 21 days before the proposed Distribution
            Date for the redemption of the Class A Notes. Upon receipt of such a
            notice, the Issuer must not so redeem the Securities.

7.5         CERTIFICATION

            For the purpose of any redemption made under CONDITION 7.3 or 7.4,
            the Issuer and the US Dollar Note Trustee may rely on any
            certificate of an Authorised Officer (as defined in the Master Trust
            Deed) of the Manager that the Issuer will be in a position to repay
            in respect of the Securities their then Invested Amount or Stated
            Amount, as applicable, together with all accrued but unpaid interest
            to (but excluding) the date of redemption and to discharge all its
            liabilities in respect of amounts required under the Security Trust
            Deed to be paid in priority to or equally with the Securities if the
            Charge were enforced.

7.6         REDEMPTION ON FINAL PAYMENT

            Upon a final distribution being made in respect of the Class A Notes
            under clause 26.12 of the Series Supplement or clause 13.1 of the
            Security Trust Deed, the Class A Notes will thereupon be deemed to
            be redeemed and discharged in full and any obligation to pay any
            accrued but then unpaid Class A Interest Amount or any Class A
            Unpaid Interest Amount or any then unpaid Invested Amount, Stated
            Amount or other amounts in relation to the Class A Notes will

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            be extinguished in full.

7.7         CANCELLATION

            All Class A Notes redeemed in full (or deemed to be redeemed in
            full) pursuant to the above Conditions will be cancelled and may not
            be resold or reissued.

7.8         NO PAYMENT IN EXCESS OF STATED AMOUNT

            Subject to CONDITIONS 7.3 and 7.4, no amount of principal will be
            repaid in respect of a Class A Note in excess of the Stated Amount
            of the Class A Note.

7.9         APPLICATION OF PRINCIPAL CHARGEOFFS

            If on a Determination Date (as hereinafter defined) any Principal
            Chargeoff is allocated to the Class A Notes in accordance with the
            Series Supplement, it will reduce the Stated Amount of the Class A
            Notes (equally and rateably according to their Stated Amount) by an
            amount equal to the US$ Equivalent of the amount so allocated until
            the Stated Amount of the Class A Notes is reduced to zero. A
            reduction in the Stated Amount of a Class A Note in accordance with
            the foregoing will take effect on the next Distribution Date.

            "DETERMINATION DATE" and "PRINCIPAL CHARGEOFF" have the same
            respective meanings as in the Series Supplement.

7.10        PRINCIPAL CHARGEOFF REIMBURSEMENT

            If on a Determination Date any Principal Chargeoff Reimbursement is
            allocated to the Class A Notes in accordance with the Series
            Supplement, it will reduce the Unreimbursed Principal Chargeoffs of
            the Class A Notes (rateably according to their amount of
            Unreimbursed Principal Chargeoffs) by an amount equal to the US$
            Equivalent of the amount so allocated until the Unreimbursed
            Principal Chargeoffs in respect of the Class A Notes are reduced to
            zero. A reduction in the Unreimbursed Principal Chargeoffs in
            respect of the Class A Notes in accordance with the foregoing, and
            the resultant increase in the Stated Amount of the Class A Notes,
            will take effect on the next Distribution Date.

            "DETERMINATION DATE" and "PRINCIPAL CHARGEOFF REIMBURSEMENT" have
            the same meaning as in the Series Supplement.

            "UNREIMBURSED PRINCIPAL CHARGEOFFS" in relation to a Class A Note at
            any time means the aggregate of the US$ Equivalent of the Principal
            Chargeoffs up to and including that time allocated to the Class A
            Note in accordance with CONDITION 7.9 less the aggregate of the US$
            Equivalent of the Principal Chargeoff Reimbursements prior to that
            time allocated to the Class A Note in accordance with this CONDITION
            7.10.

7.11        CALCULATION OF CLASS A PRINCIPAL AMOUNTS, STATED
            AMOUNTS AND OTHER AMOUNTS

            (a)    No later than two Business Days prior to each Distribution
                   Date, the Manager will determine: (i) the amount of any Class
                   A Principal Amount payable in respect of each Class A Note on
                   the Distribution Date; (ii) the Stated Amount and Invested
                   Amount of each Class A Note as at the first day of the
                   Accrual Period commencing on the Distribution Date (after
                   deducting any Class A Principal Amounts due to be paid in
                   respect of such Class A Note on that Distribution Date and
                   after making any other adjustments to the Stated Amount or
                   the Invested Amount (as the case may be) of the Class A Note
                   in accordance with these Conditions on or with effect from
                   that Distribution Date); (iii) the Class A Note Factor (as
                   defined below) as at that Distribution Date; and (iv) the
                   amount of the Class A-1 Interest Payment to be made on the
                   Distribution Date applicable to each Class A Note.

            (b)    The Manager will notify the Issuer, the US Dollar Note
                   Trustee, the Principal

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                   Paying Agent, the Agent Bank and the US Dollar Note Registrar
                   as soon as practical (and in any event by not later than two
                   Business Days prior to the Distribution Date of each
                   determination of an amount or percentage referred to in
                   CONDITION 7.11(A) and will cause details of each of those
                   determinations to be published in accordance with CONDITION
                   11.2 as soon as practical after that notification. If no
                   Class A Principal Amount is due to be paid on the Class A
                   Notes on any Distribution Date the Manager will cause a
                   notice to be given in accordance with Condition 11.2 as soon
                   as practicable (and in any event by no later than the
                   relevant Distribution Date).

            (c)    If the Manager does not at any time for any reason make one
                   or more of the determinations referred to in CONDITION
                   7.11(A), the Agent Bank (or, failing the Agent Bank, the US
                   Dollar Note Trustee) must make such determinations in
                   accordance with this Condition (but based on the information
                   in its possession) and each such determination will be deemed
                   to have been made by the Manager.

            "CLASS A NOTE FACTOR" at a given time means the percentage
            calculated as follows:

                                  CA1NF=A/B

            where:

            CA1NF = the Class A Note Factor;

            A =     the aggregate Invested Amount of the Class A Notes on the
                    last day of the just ended Accrual Period; and

            B =     the aggregate Initial Invested Amount of the Class A Notes.

8.          PAYMENTS

8.1         METHOD OF PAYMENT

            Any instalment on account of interest or principal payable on any
            Class A Note which is punctually paid or duly provided for by or on
            behalf of or at the direction of the Issuer to the Principal Paying
            Agent on the applicable Distribution Date shall be paid to the
            person in whose name such Class A Note is registered on the relevant
            Record Date (as defined below), by wire transfer in immediately
            available funds to the account designated by such person or, if such
            person so requests in writing, by cheque mailed first-class, postage
            prepaid, to such person's address as it appears on the US Dollar
            Note Register on such Record Date.

            "RECORD DATE" in relation to a Distribution Date or any other date
            for any payment to be made in respect of a Class A Note means:

            (a)    if the Class A Note is issued in book entry form, 1 day prior
                   to that Distribution Date; and

            (b)    if the Class A Note is issued in definitive form, the day
                   which is the last day of the prior calendar month.

8.2         SURRENDER ON FINAL PAYMENT

            Prior to a final distribution being made in respect of the Class A
            Notes under clause 26.12 of the Series Supplement or clause 13.1 of
            the Security Trust Deed the US Dollar Note Trustee must notify the
            persons in whose names the Class A Notes are registered on the
            relevant Record Date of the date upon which the US Dollar Note
            Trustee expects that final distribution to be made and specify if
            that such final distribution will be payable only upon surrender of
            the relevant Class A Note to a Paying Agent at its specified office.
            No such final distribution will

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            be made other than upon the surrender of the relevant Class A Notes
            and none of the Issuer, the US Dollar Note Trustee, the Security
            Trustee or any Paying Agent will be liable to pay any additional
            amount to any Class A Noteholder as a result of any delay in payment
            due to a Class A Note not having been surrendered in accordance with
            this CONDITION 8.2.

8.3         PAYING AGENTS

            The initial Paying Agents and their respective specified offices are
            set out at the end of these Conditions.

            The Issuer, at the direction of the Manager, may with the prior
            written approval of the US Dollar Note Trustee terminate the
            appointment of the Principal Paying Agent and appoint additional or
            other Paying Agents, provided that it will at all times maintain a
            Paying Agent having a specified office in London and New York City.
            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 11.1.

8.4         TAXATION

            All payments in respect of the Class A Notes will be made without
            withholding or deduction for, or on account of, any present or
            future taxes, duties or charges of whatsoever nature unless the
            Issuer or any Paying Agent is required by any applicable law to make
            such a withholding or deduction. In that event the Issuer or that
            Paying Agent (as the case may be) will, after making such
            withholding or deduction, account to the relevant authorities for
            the amount so required to be withheld or deducted. Neither the
            Issuer nor any Paying Agent nor the US Dollar Note Trustee will be
            obliged to make any additional payments in respect of the relevant
            Class A Notes in relation to that withholding or deduction.
            Immediately after becoming aware that such a withholding or
            deduction is or will be required, the Issuer will notify the US
            Dollar Note Trustee, the Principal Paying Agent and the Class A
            Noteholders in accordance with CONDITION 11.1, thereof.

8.5         PRESCRIPTION

            A Class A Note will become void in its entirety unless surrendered
            for payment within a period of 10 years from the Relevant Date in
            respect of any payment thereon the effect of which would be to
            reduce the Stated Amount of, and all accrued but unpaid interest on,
            that Class A Note to zero. After the date on which a Class A Note
            becomes void in its entirety, no claim can be made in respect of it.

            "RELEVANT DATE" in respect of a Class A Note means the date on which
            a payment in respect thereof first becomes due or (if the full
            amount of the moneys payable in respect of the Class A Notes due on
            or before that date has not been duly received by the Principal
            Paying Agent or the US Dollar Note Trustee on or prior to such date)
            the date on which, the full amount of such moneys having been so
            received and notice to that effect is duly given to the Class A
            Noteholders in accordance with CONDITION 11.1.

8.6         NOTIFY LATE PAYMENTS

            In the event of the unconditional payment to the Principal Paying
            Agent or the US Dollar Note Trustee of any sum due in respect of the
            Class A Notes or any of them being made after the due date for
            payment thereof, the Issuer will forthwith give or procure to be
            given notice to the Class A Noteholders in accordance with CONDITION
            11.1 that such payment has been made.

8.7         ROUNDING OF PAYMENTS

            All payments in respect of the Class A Notes will be rounded down to
            the nearest cent.

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9.          ENFORCEMENT FOLLOWING OCCURRENCE OF EVENT OF
            DEFAULT

9.1         ENFORCEMENT

            The Security Trust Deed provides that at any time after the Security
            Trustee becomes actually aware of the occurrence of an Event of
            Default, the Security Trustee will (subject to CONDITION 10.4 and
            subject to being appropriately indemnified), if so directed by an
            Extraordinary Resolution of the Voting Secured Creditors, declare
            the Securities immediately due and payable (in which case, subject
            to CONDITION 12, the Stated Amount of, and all accrued but unpaid
            interest in relation to, the Class A Notes will become immediately
            due and payable) and enforce the Charge.

            Subject to being indemnified in accordance with the Security Trust
            Deed and to the provisions of CONDITION 9.2, the Security Trustee
            will take all action necessary to give effect to any direction in
            accordance with the foregoing and will comply with all such
            directions.

            "EVENT OF DEFAULT", "EXTRAORDINARY RESOLUTION" and "VOTING SECURED
            CREDITORS" have the same respective meanings as in the Security
            Trust Deed.

9.2         SECURITY TRUSTEE MAY ENFORCE CHARGE WITHOUT
            DIRECTION

            After the Security Trustee becomes actually aware of the occurrence
            of an Event of Default, provided that it has been indemnified to its
            satisfaction in accordance with the Security Trust Deed, the
            Security Trustee must enforce the Security Trust Deed without an
            Extraordinary Resolution of the Voting Secured Creditors if in its
            opinion, the delay required to obtain the consent of the Voting
            Secured Creditors would be prejudicial to the interests of the
            Secured Creditors as a class.

9.3         PRIORITY OF PAYMENTS FROM PROCEEDS FROM THE
            ENFORCEMENT OF THE CHARGE

            Following the enforcement of the Charge, all moneys received in
            connection with the Security Trust Deed by the Security Trustee or
            by any receiver appointed in relation to the Charged Property
            pursuant to the provisions of the Security Trust Deed are to be
            applied, subject to the Security Trust Deed, in accordance with the
            order of priority contained in the Security Trust Deed

9.4         SECURITY TRUSTEE AND US DOLLAR NOTE TRUSTEE NOT
            LIABLE FOR LOSS ON ENFORCEMENT

            Except in the case of fraud, negligence or wilful default (in the
            case of the Security Trustee) and, subject to the mandatory
            provisions of the Trust Indenture Act, fraud, negligence (except as
            specifically provided in the Trust Indenture Act), wilful default or
            breach of trust (in the case of the US Dollar Note Trustee), neither
            the US Dollar Note Trustee nor the Security Trustee is liable for
            any decline in the value, nor any loss realised upon any sale or
            other disposition made under the Security Trust Deed of any Charged
            Property or any other property which is charged to the Security
            Trustee by any other person in respect of or relating to the
            obligations of the Issuer or any third party in respect of the
            Issuer or the Class A Notes or relating in any way to the Charged
            Property. Without limitation, neither the US Dollar Note Trustee nor
            the Security Trustee will 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 based on advice
            received by it in accordance with the applicable requirements of the
            US Dollar Note Trust Deed (and the Trust Indenture Act) or the
            Security Trust Deed, as the case may be.

            "TRUST INDENTURE ACT" means the Trust Indenture Act 1939 of the
            United States of America as in force at the date of the US Dollar
            Note Trust Deed.

9.5         DIRECTIONS FROM CLASS A NOTEHOLDERS TO US DOLLAR
            NOTE TRUSTEE FOLLOWING EVENT OF DEFAULT

            If an Event of Default or Potential Event of Default has occurred
            and is known to the US

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            Dollar Note Trustee, the US Dollar Note Trustee must: (a) notify
            each Class A Noteholder of the Event of Default or Potential Event
            of Default, as the case may be, within 10 days (or such shorter
            period as may be required by the rules of any stock exchange on
            which the Class A Notes are listed) after becoming aware of the
            Event of Default or Potential Event of Default, provided that except
            in the case of a default in payment of principal or interest on any
            Class A Note, the US Dollar Note Trustee may withhold such notice if
            and so long as the board of directors, the executive committee or a
            trust committee of its directors and/or its authorised officers
            under the US Dollar Note Trust Deed in good faith determine that
            withholding the notice is in the interest of Class A Noteholders;
            (b) if a meeting of Voting Secured Creditors is to be held under the
            Security Trust Deed, determine whether it proposes to seek
            directions from Class A Noteholders as to how to vote at that
            meeting and, if so, whether it proposes to instruct the Security
            Trustee to delay the holding of that meeting while it obtains such
            directions from the Class A Noteholders; and (c) vote at any meeting
            of Voting Secured Creditors held under the Security Trust Deed in
            accordance, where applicable, with the directions of the Class A
            Noteholders (whether or not solicited and whether or not all Class A
            Noteholders have provided such directions) and otherwise in its
            absolute discretion. In acting in accordance with the directions of
            Class A Noteholders the US Dollar Note Trustee must exercise its
            votes for or against any proposal to be put to a meeting of Voting
            Secured Creditors under the Security Trust Deed in the same
            proportion as that of the aggregate Invested Amounts of the Class A
            Notes held by Class A Noteholders who have directed the US Dollar
            Note Trustee to vote for or against such a proposal.

            If any of the Class A Notes remain outstanding and are due and
            payable otherwise than by reason of a default in payment of any
            amount due on the Class A Notes, the US Dollar Note Trustee must not
            vote at a meeting of Voting Secured Creditors under the Security
            Trust Deed, or otherwise direct the Security Trustee, to dispose of
            the Charged Property unless: (a) a sufficient amount would be
            realised to discharge in full all amounts owing to the Class A
            Noteholders in respect of the Class A Notes and any other amounts
            owing by the Issuer to any other person ranking in priority to or
            with the Class A Notes; (b) the US Dollar Note Trustee is of the
            opinion, reached after considering at any time and from time to time
            the advice of an investment bank or other financial adviser selected
            by the US Dollar 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); or (c) the
            US Dollar Note Trustee is so directed by a Special Majority (as
            defined in CONDITION 10.3) of Class A Noteholders.

            Subject to the mandatory provisions of the Trust Indenture Act and
            provisions in the US Dollar Note Trust Deed relating to the deemed
            receipt of notices, the US Dollar Note Trustee will only be
            considered to have knowledge or awareness of, or notice of, an Event
            of Default or Potential Event of Default by virtue of the officers
            of the US Dollar Note Trustee (or any related body corporate of the
            US Dollar Note Trustee) which have the day to day responsibility for
            the administration or management of the US Dollar Note Trustee's (or
            a related body corporate of the US Dollar Note Trustee's)
            obligations in relation to the Series Trust, the trust created under
            the US Dollar Note Trust Deed or the US Dollar Note Trust Deed,
            having actual knowledge, actual awareness or actual notice of the
            occurrence of the events or circumstances constituting an Event of
            Default or Potential Event of Default, as the case may be, or
            grounds or reason to believe that such events or circumstances have
            occurred.

            "POTENTIAL EVENT OF DEFAULT" means an event which, with the giving
            of notice or the lapse of time or both, would constitute an Event of
            Default.

9.6         ONLY SECURITY TRUSTEE MAY ENFORCE CHARGE

            Only the Security Trustee may enforce the Charge and neither the US
            Dollar Note Trustee nor any Class A Noteholder (nor any other
            Secured Creditor) is entitled to proceed directly against the Issuer
            to enforce the performance of any of the provisions of the Security
            Trust Deed, the US Dollar Note Trust Deed, the Class A Notes or any
            other applicable Transaction Document,

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            except as provided for in the Security Trust Deed, the US Dollar
            Note Trust Deed, the Master Trust Deed and the Series Supplement.
            The Security Trustee is not required to act in relation to the
            enforcement of the Charge unless its liability is limited in a
            manner reasonably satisfactory to it or, if required by the Security
            Trustee (in its absolute discretion), it is adequately indemnified
            from the Charged Property or the Security Trustee receives from the
            Voting Secured Creditors an indemnity in a form reasonably
            satisfactory to the Security Trustee (which may be by way of an
            Extraordinary Resolution of the Voting Secured Creditors) and is put
            in funds to the extent necessary.

9.7         EXERCISE OF CLASS A NOTEHOLDER RIGHTS BY US
            DOLLAR NOTE TRUSTEE

            The rights, remedies and discretions of the Class A Noteholders
            under the Security Trust Deed including all rights to vote or to
            give an instruction or consent can only be exercised by the US
            Dollar Note Trustee on behalf of the Class A Noteholders in
            accordance with the Security Trust Deed. The Security Trustee may
            rely on any instructions or directions given to it by the US Dollar
            Note Trustee as being given on behalf of the Class A Noteholders
            from time to time and need not inquire whether any such instructions
            or directions are in accordance with the US Dollar Note Trust Deed,
            whether the US Dollar Note Trustee or the Class A Noteholders from
            time to time have complied with any requirements under the US Dollar
            Note Trust Deed or as to the reasonableness or otherwise of the US
            Dollar Note Trustee.

10.         MEETINGS OF VOTING SECURED CREDITORS, DIRECTIONS
            OF CLASS A NOTEHOLDERS, MODIFICATIONS, CONSENTS,
            WAIVERS AND INDEMNITIES

10.1        MEETINGS OF VOTING SECURED CREDITORS

            The Security Trust Deed contains provisions for convening meetings
            of the Voting Secured Creditors to, among other things, enable the
            Voting Secured Creditors to direct or consent to the Security
            Trustee taking or not taking certain actions under the Security
            Trust Deed; for example to enable the Voting Secured Creditors,
            following the occurrence of an Event of Default, to direct the
            Security Trustee to declare the Securities immediately due and
            payable and/or to enforce the Charge.

10.2        DIRECTIONS OF CLASS A NOTEHOLDERS

            Under the US Dollar Note Trust Deed the US Dollar Note Trustee may
            seek directions from the Class A Noteholders from time to time
            including following the occurrence of an Event of Default. The US
            Dollar Note Trustee will not be responsible for acting in good faith
            upon a direction given, or purporting to be given, by Class A
            Noteholders holding Class A Notes with an Invested Amount of greater
            than 50% of the aggregate Invested Amount of all the Class A Notes.

            If the US Dollar Note Trustee is entitled under the Master Trust
            Deed or the Security Trust Deed to vote at any meeting on behalf of
            Class A Noteholders the US Dollar Note Trustee must vote in
            accordance with the directions of the Class A Noteholders and
            otherwise in its absolute discretion. In acting in accordance with
            the directions of Class A Noteholders the US Dollar Note Trustee
            must exercise its votes for or against any proposal to be put to a
            meeting in the same proportion as that of the aggregate Invested
            Amounts of the Class A Notes held by Class A Noteholders who have
            directed the US Dollar Note Trustee to vote for or against that
            proposal.

            For the purposes of seeking any consent, direction or authorisation
            from Class A Noteholders the US Dollar Note Trustee may by notice to
            the Class A Noteholders specify a date, not earlier than the date of
            the notice, upon which the persons who are the Class A Noteholders
            and the Invested Amount of the Class A Notes held by them will be
            determined based upon the details recorded in the US Dollar Note
            Register as at 5.30 pm on that date.

                                                                              67
<PAGE>

10.3        AMENDMENTS TO US DOLLAR NOTE TRUST DEED AND THE
            CLASS A NOTES

            Pursuant, and subject, to the US Dollar Note Trust Deed and subject
            to any approval required by law, the US Dollar Note Trustee, the
            Manager and the Issuer may together agree, without the consent or
            sanction of any Class A Noteholder, by way of supplemental deed to
            alter, add to or revoke (each a "MODIFICATION") any provision of the
            US Dollar Note Trust Deed or the Class A Notes (including these
            Conditions) so long as such modification is not a Payment
            Modification (as defined below) and such modification in the opinion
            of the US Dollar Note Trustee:

            (a)    is necessary or expedient to comply with the provisions of
                   any statute or regulation or with the requirements of any
                   governmental agency;

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

            (c)    is appropriate or expedient as a consequence of an amendment
                   to any statute or regulation or altered requirements of any
                   governmental agency or any decision of any court (including,
                   without limitation, a modification which is in the opinion of
                   the US Dollar Note Trustee appropriate or expedient as a
                   consequence of the enactment of a statute or regulation or an
                   amendment to any statute or regulation or ruling by the
                   Australian Commissioner or Deputy Commissioner of Taxation or
                   any governmental announcement or statement or any decision of
                   any court, 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 Series Trust or the trust
                   constituted under the US Dollar Note Trust Deed); or

            (d)    and in the opinion of the Issuer is otherwise desirable for
                   any reason and:

                   (i)     is not in the opinion of the US Dollar Note Trustee
                           likely, upon coming into effect, to be materially
                           prejudicial to the interests of Class A Noteholders;
                           or

                   (ii)    if it is in the opinion of the US Dollar Note Trustee
                           likely, upon coming into effect, to be materially
                           prejudicial to the interests of Class A Noteholders
                           the consent of a Special Majority (as hereinafter
                           defined) of Class A Noteholders is obtained.

            For the purpose of determining whether a Special Majority of Class A
            Noteholders has consented to a modification, Class A Notes which are
            beneficially owned by the Issuer or the Manager or by any person
            directly or indirectly controlling or controlled by or under direct
            or indirect common control with the Issuer or the Manager, will be
            disregarded. The Manager must give the Rating Agencies 5 Business
            Days' prior notice of any such modification. The US Dollar Note
            Trustee will be entitled to assume that any proposed modification,
            other than a Payment Modification, will not be materially
            prejudicial to the interest of Class A Noteholders if each of the
            Rating Agencies confirms in writing that if the modification is
            effected this will not lead to a reduction, qualification or
            withdrawal of the then rating given to the Class A Notes by that
            Rating Agency.

            Pursuant to the US Dollar Note Trust Deed, the US Dollar Note
            Trustee may concur with the Issuer and the Manager in making or
            effecting any Payment Modification if and only if the consent has
            first been obtained of each Class A Noteholder to such Payment
            Modification.

            Any supplemental deed that effects any such modifications must
            conform to the requirements of the Trust Indenture Act and copies of
            any such supplemental deed must be distributed by the Issuer to the
            Class A Noteholders in accordance with CONDITION 11.1 as soon as
            reasonably practicable after the modifications have been made.

                                                                              68
<PAGE>

            "PAYMENT MODIFICATION" means any alteration, addition or revocation
            of any provision of the US Dollar Note Trust Deed or the Class A
            Notes (including the Conditions) which modifies: (a) the amount,
            timing, place, currency or manner of payment of principal or
            interest in respect of the Class A Notes including, without
            limitation, any modification to the Stated Amount, Invested Amount,
            Interest Rate or Scheduled Maturity Date in respect of the Class A
            Notes or to CONDITIONS 5.4, 6.3, 6.9 and 7.2, clause 10 of the
            Series Supplement or clause 13 of the Security Trust Deed or which
            would impair the rights of Class A Noteholders to institute suit for
            enforcement of such payment on or after the due date for such
            payment; (b) the definition of the term "Special Majority", clause
            21.4 of the US Dollar Note Trust Deed or the circumstances in which
            the consent or direction of a Special Majority of Class A
            Noteholders is required; (c) clause 6.1(a) of the Security Trust
            Deed; or (d) the requirements for altering, adding to or revoking
            any provision of the US Dollar Note Trust Deed or the Class A Notes
            (including the Conditions).

            "RATING AGENCY" has the same meaning as in the Series Supplement.

            "SPECIAL MAJORITY" in relation to the Class A Noteholders means
            Class A Noteholders holding Class A Notes with an aggregate Invested
            Amount of no less than 75% of the aggregate Invested Amount of all
            the Class A Notes.

10.4        WAIVERS ETC

            The Security Trustee may, in accordance with the Security Trust Deed
            and without the consent or sanction of the Voting Secured Creditors
            (but not in contravention of an Extraordinary Resolution of the
            Voting Secured Creditors), waive or authorise any breach or proposed
            breach or determine that any event that would otherwise be an Event
            of Default will not be treated as such if and in so far as in its
            opinion the interests of the Secured Creditors will not be
            materially prejudiced. Any such waiver, authorisation or
            determination shall be binding on the Secured Creditors and, if, but
            only if, the Security Trustee so requires, any such waiver,
            authorisation or determination will be notified to the Secured
            Creditors by the Manager in accordance with the Security Trust Deed.

            The US Dollar Note Trustee may, and if directed to do so by a
            Majority of Class A Noteholders must, on such terms and conditions
            as it may deem reasonable, without the consent of any of the Class A
            Noteholders, and without prejudice to its rights in respect of any
            subsequent breach, agree to any waiver or authorisation of any
            breach or proposed breach of any of the terms and conditions of the
            Transaction Documents by the Issuer, the Manager or any other person
            which, unless the US Dollar Note Trustee is acting on the direction
            of a Majority of Class A Noteholders, is not, in the opinion of the
            US Dollar Note Trustee, materially prejudicial to the interests of
            the Class A Noteholders as a class. No such waiver, authorisation or
            determination may be made in contravention of any prior directions
            by a Majority (as hereinafter defined) of the Class A Noteholders.
            Any such waiver, authorisation or determination will, if the US
            Dollar Note Trustee so requires, be notified to the Class A
            Noteholders in accordance with CONDITION 11.1 by the Issuer as soon
            as practicable after it is made.

            "MAJORITY" in relation to the Class A Noteholders means Class A
            Noteholders holding Class A Notes with an aggregate Invested Amount
            of greater than 50% of the aggregate Invested Amount of all the
            Class A Notes.

10.5        INDEMNIFICATION AND EXONERATION OF THE US DOLLAR
            NOTE TRUSTEE AND THE SECURITY TRUSTEE

            The US Dollar Note Trust Deed and the Security Trust Deed contain
            provisions for the indemnification of the US Dollar 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
            Securities unless indemnified to their satisfaction. Each of the US
            Dollar Note Trustee and the Security Trustee is entitled, subject in
            the case of the US Dollar Note Trustee to the mandatory provisions
            of the Trust Indenture

                                                                              69
<PAGE>

            Act, 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.

            Subject to the mandatory provisions of the Trust Indenture Act, the
            US Dollar Note Trustee shall not be responsible for any loss,
            expense or liability occasioned to the Charged Property or any other
            property or in respect of all or any of the moneys which may stand
            to the credit of the Collections Account (as defined in the Series
            Supplement) from time to time however caused (including, without
            limitation, where caused by an act or omission of the Security
            Trustee) unless that loss is occasioned by the fraud, negligence,
            wilful default or breach of trust of the US Dollar Note Trustee. The
            Security Trustee is not, nor is any receiver appointed in relation
            to the Charged Property pursuant to the provisions of the Security
            Trust Deed, liable or otherwise accountable for any omission, delay
            or mistake or any loss or irregularity in or about the exercise,
            attempted exercise, non-exercise or purported exercise of any of the
            powers of the Security Trustee or of the receiver under the Security
            Trust Deed except for fraud, negligence or wilful default.

            Except in the case of fraud, negligence (except as specifically
            provided in the Trust Indenture Act), wilful default or breach of
            trust, and subject to the mandatory provisions of the Trust
            Indenture Act, the US Dollar Note Trustee may act on the opinion or
            advice of, or information obtained from, any lawyer, valuer, banker,
            broker, accountant or other expert appointed by the US Dollar Note
            Trustee, or by a person other than US Dollar Note Trustee, where
            that opinion, advice or information is addressed to the US Dollar
            Note Trustee or by its terms is expressed to be capable of being
            relied upon by the US Dollar Note Trustee. Except as provided above,
            the US Dollar Note Trustee will not be responsible to any Class A
            Noteholder, amongst others, for any loss occasioned by so acting in
            reliance on such advice. Any such opinion, advice or information may
            be sent or obtained by letter, telex or facsimile transmission and
            the US Dollar Note Trustee will not be liable to any Class A
            Noteholder, amongst others, for acting on any opinion, advice or
            information conforming with any applicable requirements of the US
            Dollar Note Trust Deed or the Trust Indenture Act and purporting to
            be conveyed by such means even though it contains some error which
            is not a manifest error or is not authentic.

11.         NOTICES

11.1        GENERAL

            All notices, other than notices given in accordance with the
            following paragraph and CONDITION 11.2, to Class A Noteholders will
            be deemed given if in writing and mailed, first-class, postage
            prepaid to each Class A Noteholder, at his or her address as it
            appears on the US Dollar 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
            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 Noteholder will affect the sufficiency of such notice with
            respect to other Class A Noteholders, and any notice that is mailed
            in the manner herein provided will conclusively be presumed to have
            been duly given.

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

            Any such notice will 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 is
            impractical to mail notice of any event to Class A Noteholders when
            such notice is required to be given, then any manner of giving such
            notice as the Issuer directs the US Dollar Note Trustee will be
            deemed to be a sufficient giving of such notice.


                                                                              70
<PAGE>

11.2        CLASS A NOTE INFORMATION

            Any notice specifying a Distribution Date, an Interest Rate in
            relation to the Class A Notes, a Class A Interest Amount, a Class A
            Principal Amount (or the absence of a Class A Principal Amount), an
            Invested Amount, a Stated Amount, a Class A Note Factor , or any
            other matter permitted to be given in accordance with this CONDITION
            11.2, will be deemed to have been duly given if the information
            contained in the notice appears on the relevant page of the Reuters
            Screen or the electronic information system made available to its
            subscribers by Bloomberg, L.P. or another similar electronic
            reporting service approved by the US Dollar Note Trustee in writing
            and notified to Class A Noteholders pursuant to CONDITION 11.1 (the
            "RELEVANT SCREEN"). Any such notice will 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 will be given in accordance with
            CONDITION 11.1.

11.3        QUARTERLY SERVICING AND OTHER REPORTS

            The Manager must deliver a Quarterly Servicing Report for each
            Accrual Period to the US Dollar Note Trustee, the Principal Paying
            Agent, the Issuer and each Class A Noteholder on the Business Day
            preceding the Distribution Date on the last day of the Accrual
            Period in accordance with CONDITION 11.1.

            The Issuer and the Manager must, to the extent required by the rules
            and regulation of the Securities and Exchange Commission, forward to
            Class A Noteholders, and such other persons as are required by the
            Trust Indenture Act , such summaries of any information, documents
            and reports required to be filed by the Issuer or the Manager in
            accordance with the Securities and Exchange Act 1934 of the United
            States of America or the rules and regulations of the Securities and
            Exchange Commission.

            "QUARTERLY SERVICING REPORT" in relation to an Accrual Period and
            the Distribution Date at the end of that Accrual Period means a
            report which contains the following information:

            o      the aggregate Invested Amounts and the aggregate Stated
                   Amounts of each class of Securities on the first day of the
                   Accrual Period;

            o      the amounts to be applied towards payment of interest and
                   principal on each class of Securities on the Distribution
                   Date;

            o      the Available Income Amount (as defined in the Series
                   Supplement) on the Distribution Date;

            o      the aggregate of all Seller Advances made during the
                   preceding Collection Period (as defined in the Series
                   Supplement);

            o      the Redraw Shortfall (as defined in the Standby Redraw
                   Facility Agreement) in relation to the preceding
                   Determination Date;

            o      the Gross Income Shortfall and Net Income Shortfall (each as
                   defined in the Series Supplement) in relation to the
                   preceding Determination Date;

            o      the Liquidity Facility Advance (as defined in the Series
                   Supplement) in relation to that Distribution Date and the
                   Liquidity Facility Principal (as defined in the Series
                   Supplement) in relation to the preceding Determination Date;

            o      the Principal Draw (as defined in the Series Supplement) in
                   relation to that Distribution Date;

            o      the Available Principal Amount (as defined in the Series
                   Supplement) in relation to

                                                                              71
<PAGE>

                   that Distribution Date;

            o      the Principal Collections in relation to that Distribution
                   Date;

            o      the Standby Redraw Facility Advance in relation to that
                   Distribution Date;

            o      the Redraw Bond Amount (as defined in the Series Supplement)
                   in relation to the preceding Determination Date;

            o      the Principal Chargeoff in relation to the preceding
                   Determination Date;

            o      the Other Principal Amounts (as defined in the Series
                   Supplement) in relation to the preceding Determination Date;

            o      the Principal Draw Reimbursement (as defined in the Series
                   Supplement) in relation to that Distribution Date;

            o      the Principal Chargeoff Reimbursement in relation to the
                   preceding Determination Date;

            o      the Principal Chargeoffs allocated to each class of
                   Securities and the Standby Redraw Facility Principal with
                   effect from that Distribution Date;

            o      the Principal Chargeoff Reimbursement allocated to each class
                   of Securities and the Standby Redraw Facility Principal with
                   effect from that Distribution Date;

            o      the Class A Note Factor and the Note Factor (as defined
                   below) for each other class of Securities

            o      if the Basis Swap (as defined in the Series Supplement) has
                   terminated, the Threshold Rate (as defined in the Series
                   Supplement) on the preceding Determination Date;

            o      the Interest Rate (as defined in the Series Supplement with
                   respect to the Class B Notes and the Redraw Bonds) applying
                   to each class of Securities for that Accrual Period;

            o      scheduled payments of principal and prepayments of principal
                   received on the Mortgage Loans forming part of the Assets of
                   the Series Trust (as defined in the Master Trust Deed) during
                   the preceding Collections Period;

            o      aggregate outstanding principal balance of the Mortgage Loans
                   forming part of the Assets of the Series Trust (as defined in
                   the Master Trust Deed) being charged a fixed rate of interest
                   and the aggregate outstanding principal balance of the
                   Mortgage Loans forming part of the Assets of the Series Trust
                   being charged a variable rate of interest as at opening of
                   business on the preceding Determination Date;

            o      delinquency, mortgagee in possession and loss statistics, as
                   determined by the Manager, with respect to the Mortgage Loans
                   forming part of the Assets of the Series Trust as at opening
                   of business on the preceding Determination Date.

            "NOTE FACTOR" in relation to a class of Securities and a
            Distribution Date, means the aggregate of the Invested Amount of the
            class of Securities less all principal payments on that class of
            Securities to be made on that Distribution Date, divided by the
            aggregate initial Invested Amount of that class of Securities.

                                                                              72
<PAGE>

11.4        CONSENTS IN WRITING

            All consents and approvals in these Conditions must be given in
            writing.

12.         LIMITATION OF LIABILITY OF THE ISSUER

            (a)    The Issuer enters into the Transaction Documents, and issues
                   the Class A Notes, only in its capacity as trustee of the
                   Series Trust and in no other capacity (except where the
                   Transaction Documents provide otherwise). A liability arising
                   under or in connection with the Class A Notes, the
                   Transaction Documents or the Series Trust 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 Series Trust out of which the Issuer is actually
                   indemnified for the liability. This limitation of the
                   Issuer's liability applies despite any other provision of the
                   Transaction Documents (other than paragraph (c) below) and
                   extends to all liabilities and obligations of the Issuer in
                   any way connected with any representation, warranty, conduct,
                   omission, agreement or transaction related to the Transaction
                   Documents, the Class A Notes or the Series Trust.

            (b)    No person may sue the Issuer in respect of liabilities
                   incurred by the Issuer in its capacity as trustee of the
                   Series Trust other than as trustee of the Series Trust or
                   seek the appointment of a receiver (except under the Security
                   Trust Deed), a liquidator, an administrator or any similar
                   person to the Issuer or prove in any liquidation,
                   administration or similar arrangements of or affecting the
                   Issuer (except in relation to the assets or property of the
                   Series Trust).

            (c)    The provisions of this CONDITION 12 will 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 or
                   property of the Series Trust as a result of the Issuer's
                   fraud, negligence or wilful default.

            (d)    The Relevant Parties are responsible under the Transaction
                   Documents for performing a variety of obligations relating to
                   the Series Trust. No act or omission of the Issuer (including
                   any related failure to satisfy its obligations under the
                   Transaction Documents or the Class A Notes) will be
                   considered fraud, negligence or wilful default of the Issuer
                   for the purpose of paragraph (c) to the extent to which the
                   act or omission was caused or contributed to by any failure
                   by any Relevant Party or any other person appointed by the
                   Issuer under any Transaction Document (other than a person
                   whose acts or omissions the Issuer is liable for in
                   accordance with any Transaction Document) to fulfil its
                   obligations relating to the Series Trust or by any other act
                   or omission of a Relevant Party or any other such person.

            (e)    In exercising their powers under the Transaction Documents,
                   each of the Security Trustee, the US Dollar Note Trustee and
                   the Class A 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 wilful default
                   of the Issuer for the purpose of paragraph (c).

            (f)    The Issuer is not obliged to enter into any commitment or
                   obligation under these Conditions or any other Transaction
                   Document (including incur any further liability) unless the
                   Issuer's liability is limited in a manner which is consistent
                   with this CONDITION 12 or otherwise in a manner satisfactory
                   to the Issuer in its absolute discretion. "RELEVANT PARTIES"
                   means each of the Manager, each Seller, the Servicer, the
                   Agent Bank, each Paying Agent, the US Dollar Note Trustee and
                   the Hedge Providers (as those parties, which are not defined
                   in these Conditions, are

                                                                              73
<PAGE>

                   defined in the Series Supplement).

            The expression "FRAUD, NEGLIGENCE OR WILFUL DEFAULT" is to be
            construed in accordance with the Security Trust Deed.

13.         GOVERNING LAW

            The Class A Notes and the Transaction Documents are governed by, and
            will be construed in accordance with, the laws of the State of New
            South Wales of the Commonwealth of Australia, except for the
            Underwriting Agreement and the credit support annex to the Currency
            Swap Agreement which are governed by, and will be construed in
            accordance with, New York law. Each of the Issuer and the Manager
            has in the US Dollar Note Trust Deed irrevocably agreed for the
            benefit of the US Dollar Note Trustee and the Class A Noteholders
            that the courts of the State of New South Wales are to have
            non-exclusive jurisdiction to settle any disputes which may arise
            out of or in connection with the US Dollar Note Trust Deed and the
            Class A Notes.

                                                                              74
<PAGE>


                                     AGENTS

PRINCIPAL PAYING AGENT:         The Bank of New York, New York Branch
                                Global Structured Finance
                                101 Barclay Street, 21W
                                New York, New York, 10286

US DOLLAR NOTE REGISTRAR:       The Bank of New York, New York Branch
                                Global Structured Finance
                                101 Barclay Street, 21W
                                New York, New York, 10286

                                or

                                c/- The Bank of New York, London Branch
                                Global Structured Finance
                                48th Floor
                                One Canada Square
                                London  E14  5AL

AGENT BANK:                     The Bank of New York, New York Branch
                                Corporate Trust - Global Structured Finance
                                101 Barclay Street, 21W
                                New York, New York, 10286


                                                                              75
<PAGE>

<TABLE>
<CAPTION>
EXECUTED as a deed.

<S>                                                                   <C>
EXECUTED AS A DEED by THE BANK OF NEW YORK, NEW YORK
BRANCH by its Authorised Signatory in the presence of:

                                                                      /s/ Janie K. Choi
                                                                      ------------------------------------------------
                                                                      Signature of Authorised Signatory

/s/ Martin Reed
------------------------------------------------------------

Signature of Witness


    Martin Reed
------------------------------------------------------------

Name of Witness in full


SIGNED SEALED AND DELIVERED for and on behalf of
SECURITISATION ADVISORY SERVICES PTY. LIMITED, ABN 88 064
133 946 by Timothy See
its Attorney under a Power of Attorney dated 3 March 2003 and        /s/ Timothy See
registered Book 4380 No. 428 and who declares that he or she         ------------------------------------------------
has not received any notice of the revocation of such Power of
Attorney in the presence of:                                         Signature of Attorney

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



/s/ Gwenneth O'Shea
------------------------------------------------------------

Signature of Witness


    Gwenneth O'Shea
------------------------------------------------------------

Name of Witness in full


SIGNED SEALED AND DELIVERED for and on behalf of PERPETUAL
TRUSTEE COMPANY LIMITED, ABN 42 000 001 007, by
Elizabeth Kench its Attorney under a Power of Attorney               /s/ Elizabeth Kench
dated 13 March 2003 and registered Book 4381 No. 295 and             ------------------------------------------------
who declares that he or she has not received any notice of
the revocation of such Power of Attorney in the presence of:         Signature of Attorney






/s/ Gwenneth O'Shea
------------------------------------------------------------

Signature of Witness


    Gwenneth O'Shea
------------------------------------------------------------

Name of Witness in full
</TABLE>




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