Perpetual
                  Limited

              
	
                ME
                  Portfolio Management Limited

              
	
                The
                  Bank of New York

              
	
                BNY
                  Fund Services (Ireland) Limited

              
	
                Perpetual
                  Trustee Company Limited

              


      

      
 

    

    Note
      Trust Deed - 

    SMHL
      Global Fund 

    2007-1

    


     

    



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Note
            Trust Deed SMHL Global Fund 2007-1

        

      

    

    


    Cross
      Reference Table1

    

      
        	 	 
	
                Trust
                  Indenture Act Section

              	
                Clause

              
	
                310

              	
                (a)(1)

              	
                1.1,
                  39.5, 39.6, 39.9(a)

              
	 	
                (a)(2)

              	
                39.1(d),
                  39.9(b)

              
	 	
                (a)(3)

              	
                38.2

              
	 	
                (a)(4)

              	
                NA2

              
	 	
                (a)(5)

              	
                39.9(d)

              
	 	
                (b)

              	
                39.9(c)

              
	 	
                (c)

              	
                NA

              
	
                311

              	
                (a)

              	
                13.1

              
	 	
                (b)

              	
                13.1

              
	 	
                (c)

              	
                NA

              
	
                312

              	
                (a)

              	
                51.1,
                  51.2(a)

              
	 	
                (b)

              	
                51.2(b)

              
	 	
                (c)

              	
                51.2(c)

              
	
                313

              	
                (a)

              	
                51.3

              
	 	
                (b)(1)

              	
                51.3

              
	 	
                (b)(2)

              	
                51.3

              
	 	
                (c)

              	
                51.4

              
	 	
                (d)

              	
                51.3

              
	
                314

              	
                (a)(1)

              	
                51.6(a)

              
	 	
                (a)(2)

              	
                51.6(b)

              
	 	
                (a)(3)

              	
                51.6(c)

              
	 	
                (a)(4)

              	
                11.1(j)

              
	 	
                (b)

              	
                11.1(k)

              
	 	
                (c)

              	
                52.1(a)

              
	 	
                (d)

              	
                52.1(b),
                  (c), (d)

              
	 	
                (e)

              	
                52.1(e)

              
	 	
                (f)

              	
                NA

              
	
                315

              	
                (a)

              	
                13.2(b)

              
	 	
                (b)

              	
                13.4

              
	 	
                (c)

              	
                13.2(a)

              
	 	
                (d)

              	
                13.2(c),
                  (d)

              
	 	
                (e)

              	
                52.2

              
	
                316

              	
                (a)(1)

              	
                52.3(a)

              
	 	
                (a)(2)

              	
                52.3(b)

              
	 	
                (b)

              	
                52.4

              
	
                317

              	
                (a)(1)

              	
                7.7(a)

              
	 	
                (a)(2)

              	
                7.7(b)

              
	 	
                (b)

              	
                2.6,
                  11.1(p)

              
	
                318

              	 	
                52.19

              


      

    

    Notes:

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

    2  NA
      means not applicable.

    


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Note
            Trust Deed SMHL Global Fund 2007-1

        

      

       

      
        	
                  

              
	
                Table
                  of contents

              


      

      
        

          
            	
                    Clause

                  	 	 	
                    Page

                  
	 	 	 	 
	 	 	 
	
                    1

                  	
                    Definitions
                      and Interpretation

                  	
                    2

                  
	 	 	 	 
	 	
                    1.1

                  	
                    Definitions
                      and Interpretation

                  	
                    2

                  
	 	
                    1.2

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

                  	
                    6

                  
	 	
                    1.3

                  	
                    Incorporation
                      by reference

                  	
                    6

                  
	 	
                    1.4

                  	
                    Interpretation

                  	
                    6

                  
	 	
                    1.5

                  	
                    Determination,
                      statement and certificate sufficient evidence

                  	
                    7

                  
	 	
                    1.6

                  	
                    Document
                      or agreement

                  	
                    7

                  
	 	
                    1.7

                  	
                    Transaction
                      Document

                  	
                    7

                  
	 	
                    1.8

                  	
                    Issuer
                      as trustee

                  	
                    7

                  
	 	
                    1.9

                  	
                    Knowledge
                      of Issuer and Security Trustee

                  	
                    7

                  
	 	
                    1.10

                  	
                    Knowledge
                      of the Note Trustee, Calculation Agent, Note Registrar or Principal
                      Paying
                      Agent, Irish Paying Agent, Class A3 Irish Paying Agent, other Paying
                      Agents

                  	
                    8

                  
	 	
                    1.11

                  	
                    Appointment
                      of the Note Trustee

                  	
                    8

                  
	 	
                    1.12

                  	
                    Duration
                      of Trust

                  	
                    8

                  
	 	
                    1.13

                  	
                    Obligations
                      of the Issuer

                  	
                    9

                  
	 	
                    1.14

                  	
                    Limitation
                      of liability of Security Trustee

                  	
                    9

                  
	 	
                    1.15

                  	
                    Opinion
                      of counsel

                  	
                    9

                  
	 	 	 
	
                    2

                  	
                    Payments
                      on Notes

                  	
                    9

                  
	 	 	 	 
	 	
                    2.1

                  	
                    Principal
                      amount

                  	
                    9

                  
	 	
                    2.2

                  	
                    Covenant
                      to repay

                  	
                    9

                  
	 	
                    2.3

                  	
                    Deemed
                      payment

                  	
                    10

                  
	 	
                    2.4

                  	
                    Issuer’s
                      covenant to Class A Offered Noteholders and the Note
                      Trustee

                  	
                    10

                  
	 	
                    2.5

                  	
                    Following
                      Event of Default

                  	
                    11

                  
	 	
                    2.6

                  	
                    Requirements
                      of Paying Agents

                  	
                    12

                  
	 	
                    2.7

                  	
                    Certification

                  	
                    12

                  
	 	
                    2.8

                  	
                    Determinations

                  	
                    13

                  
	 	 	 
	
                    3

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

                  	
                    13

                  
	 	 	 	 
	 	
                    3.1

                  	
                    Issue
                      of Book-Entry Notes

                  	
                    13

                  
	 	
                    3.2

                  	
                    Form
                      of Book-Entry Notes

                  	
                    13

                  
	 	
                    3.3

                  	
                    Definitive
                      Notes - Class A1 Notes

                  	
                    15

                  
	 	
                    3.4

                  	
                    Definitive
                      Notes - Class A2 Notes

                  	
                    16

                  
	 	
                    3.5

                  	
                    Stamp
                      and Other Taxes

                  	
                    17

                  
	 	
                    3.6

                  	
                    Indemnity
                      for non-issue

                  	
                    17

                  
	 	
                    3.7

                  	
                    Note
                      Register and Note Registrar

                  	
                    18

                  
	 	 	 
	
                    4

                  	
                    Covenant
                      of Compliance

                  	
                    19

                  
	 	 	 


          

           

          
            
              
              

            

            
              page
                i

              
                

              

            

            
              
              

              Note
                Trust Deed SMHL Global Fund 2007-1

            

          

           

          
            	
                    5

                  	
                    Cancellation
                      of Class A Offered Notes

                  	
                    19

                  
	 	 	 	 
	 	
                    5.1

                  	
                    Cancellation

                  	
                    19

                  
	 	
                    5.2

                  	
                    Records

                  	
                    20

                  
	 	 	 
	
                    6

                  	
                    Enforcement

                  	
                    20

                  
	 	 	 	 
	 	
                    6.1

                  	
                    Actions
                      following Event of Default

                  	
                    20

                  
	 	
                    6.2

                  	
                    Evidence
                      of default

                  	
                    20

                  
	 	
                    6.3

                  	
                    Note
                      Trustee must receive indemnity

                  	
                    21

                  
	 	
                    6.4

                  	
                    Restrictions
                      on enforcement

                  	
                    21

                  
	 	
                    6.5

                  	
                    Action
                      by Noteholders

                  	
                    21

                  
	 	 	 
	
                    7

                  	
                    Proceedings

                  	
                    22

                  
	 	 	 	 
	 	
                    7.1

                  	
                    Acting
                      only on direction

                  	
                    22

                  
	 	
                    7.2

                  	
                    Security
                      Trustee acting

                  	
                    22

                  
	 	
                    7.3

                  	
                    Note
                      Trustee alone entitled to act

                  	
                    23

                  
	 	
                    7.4

                  	
                    Available
                      amounts

                  	
                    23

                  
	 	
                    7.5

                  	
                    No
                      obligation to ensure compliance

                  	
                    23

                  
	 	
                    7.6

                  	
                    Conflict
                      of interests

                  	
                    23

                  
	 	
                    7.7

                  	
                    Note
                      Trustee may enforce

                  	
                    23

                  
	 	 	 
	
                    8

                  	
                    Notice
                      of Payment

                  	
                    24

                  
	 	 	 
	
                    9

                  	
                    Investment
                      by Note Trustee

                  	
                    24

                  
	 	 	 
	
                    10

                  	
                    Partial
                      Payments

                  	
                    25

                  
	 	 	 
	
                    11

                  	
                    Covenants
                      by the Issuer and Manager

                  	
                    25

                  
	 	 	 	 
	 	
                    11.1

                  	
                    Undertakings

                  	
                    25

                  
	 	
                    11.2

                  	
                    Representations
                      and warranties

                  	
                    29

                  
	 	
                    11.3

                  	
                    Undertakings
                      to Class A3 Irish Paying Agent

                  	
                    29

                  
	 	 	 
	
                    12

                  	
                    Remuneration
                      of Note Trustee, Principal Paying Agent, Calculation Agent
                      and Note
                      Registrar

                  	
                    29

                  
	 	 	 	 
	 	
                    12.1

                  	
                    Fee

                  	
                    29

                  
	 	
                    12.2

                  	
                    Additional
                      Remuneration

                  	
                    29

                  
	 	
                    12.3

                  	
                    Costs,
                      expenses

                  	
                    30

                  
	 	
                    12.4

                  	
                    Overdue
                      rate

                  	
                    31

                  
	 	
                    12.5

                  	
                    Continuing
                      obligation

                  	
                    31

                  
	 	
                    12.6

                  	
                    Goods
                      and services tax (GST)

                  	
                    31

                  
	 	
                    12.7

                  	
                    Currency
                      and VAT

                  	
                    32

                  
	 	 	 
	
                    13

                  	
                    Note
                      Trustee

                  	
                    32

                  
	 	 	 	 
	 	
                    13.1

                  	
                    Preferential
                      collection of claims against Note Trustee

                  	
                    32

                  
	 	
                    13.2

                  	
                    Duties
                      of Note Trustee

                  	
                    32

                  
	 	
                    13.3

                  	
                    Obligations
                      of Note Trustee

                  	
                    33

                  
	 	
                    13.4

                  	
                    Notice
                      of Defaults

                  	
                    33

                  
	 	
                    13.5

                  	
                    Rights
                      of Note Trustee

                  	
                    33

                  


          

           

          
            
              
              

            

            
              page
                ii

              
                

              

            

            
              
              

              Note
                Trust Deed SMHL Global Fund 2007-1

            

          

           

          
            	 	
                    13.6

                  	
                    Limitation
                      on Note Trustee’s’ liability

                  	
                    42

                  
	 	
                    13.7

                  	
                    Wilful
                      default of the Note Trustee

                  	
                    42

                  
	 	 	 
	
                    14

                  	
                    Note
                      Trustee’s Liability

                  	
                    43

                  
	 	 	 
	
                    15

                  	
                    Delegation
                      by Note Trustee

                  	
                    43

                  
	 	 	 
	
                    16

                  	
                    Employment
                      of Agent by Note Trustee

                  	
                    44

                  
	 	 	 
	
                    17

                  	
                    Note
                      Trustee Contracting with Issuer

                  	
                    44

                  
	 	 	 
	
                    18

                  	
                    Appointment
                      of Paying Agents and the Class A3 Irish Paying
                      Agent

                  	
                    45

                  
	 	 	 	 
	 	
                    18.1

                  	
                    Appointment
                      of Paying Agents

                  	
                    45

                  
	 	
                    18.2

                  	
                    Appointment
                      of the Class A3 Irish Paying Agent

                  	
                    46

                  
	 	 	 
	
                    19

                  	
                    Payment

                  	
                    47

                  
	 	 	 	 
	 	
                    19.1

                  	
                    Payment
                      by Issuer

                  	
                    47

                  
	 	
                    19.2

                  	
                    Confirmation

                  	
                    47

                  
	 	
                    19.3

                  	
                    Payments
                      by Paying Agents

                  	
                    47

                  
	 	
                    19.4

                  	
                    Method
                      of Payment - Book-Entry Notes

                  	
                    47

                  
	 	
                    19.5

                  	
                    Method
                      of payment - Definitive Notes

                  	
                    48

                  
	 	
                    19.6

                  	
                    Late
                      payment

                  	
                    48

                  
	 	
                    19.7

                  	
                    Notice
                      of non-receipt

                  	
                    48

                  
	 	
                    19.8

                  	
                    Reimbursement

                  	
                    48

                  
	 	
                    19.9

                  	
                    Method
                      of payment

                  	
                    49

                  
	 	
                    19.10

                  	
                    No
                      fee

                  	
                    49

                  
	 	
                    19.11

                  	
                    Securitisation
                      Fund

                  	
                    49

                  
	 	 	 
	
                    20

                  	
                    Repayment

                  	
                    49

                  
	 	 	 
	
                    21

                  	
                    Appointment
                      of the Calculation Agent

                  	
                    50

                  
	 	 	 
	
                    22

                  	
                    Duties
                      of the Calculation Agent

                  	
                    50

                  
	 	 	 
	
                    23

                  	
                    Notice
                      of any Withholding or Deduction

                  	
                    51

                  
	 	 	 
	
                    24

                  	
                    Early
                      Redemption of Notes

                  	
                    51

                  
	 	 	 
	
                    25

                  	
                    Pro
                      Rata Redemption, Purchases and Cancellation of
                      Notes

                  	
                    52

                  
	 	 	 
	
                    26

                  	
                    Notices
                      to Noteholders

                  	
                    53

                  
	 	 	 
	
                    27

                  	
                    Documents
                      and Forms

                  	
                    53

                  
	 	 	 
	
                    28

                  	
                    Authentication

                  	
                    53

                  
	 	 	 
	
                    29

                  	
                    Indemnity

                  	
                    54

                  
	 	 	 


          

           

          
            
              
              

            

            
              page
                iii

              
                

              

            

            
              
              

              Note
                Trust Deed SMHL Global Fund 2007-1

            

          

           

          
            	
                    30

                  	
                    The
                      Note Register

                  	
                    55

                  
	 	 	 	 
	 	
                    30.1

                  	
                    Appointment
                      of Note Registrar

                  	
                    55

                  
	 	
                    30.2

                  	
                    Details
                      to be kept on the Note Register

                  	
                    55

                  
	 	
                    30.3

                  	
                    Payments
                      of Principal and Interest

                  	
                    56

                  
	 	
                    30.4

                  	
                    Place
                      of keeping Register, copies and access

                  	
                    56

                  
	 	
                    30.5

                  	
                    Details
                      on Note Register conclusive

                  	
                    56

                  
	 	
                    30.6

                  	
                    Alteration
                      of details on Note Register

                  	
                    57

                  
	 	
                    30.7

                  	
                    Rectification
                      of Note Register

                  	
                    57

                  
	 	
                    30.8

                  	
                    Correctness
                      of Note Register

                  	
                    57

                  
	 	 	 
	
                    31

                  	
                    Changes
                      of Note Registrar

                  	
                    57

                  
	 	 	 	 
	 	
                    31.1

                  	
                    Removal

                  	
                    57

                  
	 	
                    31.2

                  	
                    Resignation

                  	
                    57

                  
	 	
                    31.3

                  	
                    Limitation

                  	
                    57

                  
	 	
                    31.4

                  	
                    Appointment
                      of new Note Registrar

                  	
                    58

                  
	 	 	 
	
                    32

                  	
                    General

                  	
                    58

                  
	 	 	 	 
	 	
                    32.1

                  	
                    Communications
                      to Class A Offered Noteholders

                  	
                    58

                  
	 	
                    32.2

                  	
                    Intentionally
                      deleted

                  	
                    58

                  
	 	
                    32.3

                  	
                    Identity

                  	
                    58

                  
	 	
                    32.4

                  	
                    No
                      set-off

                  	
                    59

                  
	 	
                    32.5

                  	
                    Reliance

                  	
                    59

                  
	 	
                    32.6

                  	
                    Entitled
                      to deal

                  	
                    60

                  
	 	
                    32.7

                  	
                    Consultation

                  	
                    60

                  
	 	
                    32.8

                  	
                    Duties

                  	
                    60

                  
	 	
                    32.9

                  	
                    Income
                      Tax Returns

                  	
                    61

                  
	 	 	 
	
                    33

                  	
                    Changes
                      in Paying Agents, Class A3 Irish Paying Agent and Calculation
                      Agent

                  	
                    61

                  
	 	 	 	 
	 	
                    33.1

                  	
                    Removal

                  	
                    61

                  
	 	
                    33.2

                  	
                    Resignation

                  	
                    62

                  
	 	
                    33.3

                  	
                    Limitation

                  	
                    62

                  
	 	
                    33.4

                  	
                    Delivery
                      of amounts

                  	
                    63

                  
	 	
                    33.5

                  	
                    Successor
                      to Principal Paying Agent

                  	
                    63

                  
	 	
                    33.6

                  	
                    Successor
                      to Calculation Agent

                  	
                    64

                  
	 	
                    33.7

                  	
                    Notice
                      to Noteholders

                  	
                    64

                  
	 	
                    33.8

                  	
                    Change
                      in Paying Office or Specified Office

                  	
                    65

                  
	 	
                    33.9

                  	
                    Class A3
                      Irish Paying Agent

                  	
                    65

                  
	 	 	 
	
                    34

                  	
                    Waiver

                  	
                    66

                  
	 	 	 
	
                    35

                  	
                    Amendment

                  	
                    67

                  
	 	 	 	 
	 	
                    35.1

                  	
                    Approval

                  	
                    67

                  
	 	
                    35.2

                  	
                    Resolution
                      of Class A Offered Noteholders

                  	
                    68

                  
	 	
                    35.3

                  	
                    Distribution
                      of amendments

                  	
                    68

                  
	 	
                    35.4

                  	
                    Amendments
                      binding

                  	
                    68

                  
	 	
                    35.5

                  	
                    No
                      Rating Agency downgrade

                  	
                    68

                  
	 	
                    35.6

                  	
                    Conformity
                      with TIA

                  	
                    68

                  
	 	 	 


          

           

          
            
              
              

            

            
              page
                iv

              
                

              

            

            
              
              

              Note
                Trust Deed SMHL Global Fund 2007-1

            

          

           

          
            	
                    36

                  	
                    Class
                      A Offered Noteholders

                  	
                    68

                  
	 	 	 	 
	 	
                    36.1

                  	
                    Absolute
                      owner

                  	
                    68

                  
	 	
                    36.2

                  	
                    Clearing
                      Agency Certificate

                  	
                    70

                  
	 	 	 
	
                    37

                  	
                    Currency
                      Indemnity

                  	
                    70

                  
	 	 	 
	
                    38

                  	
                    New
                      Note Trustees

                  	
                    71

                  
	 	 	 	 
	 	
                    38.1

                  	
                    Appointment
                      by Issuer

                  	
                    71

                  
	 	
                    38.2

                  	
                    Appointment
                      by Note Trustee

                  	
                    71

                  
	 	
                    38.3

                  	
                    Notice

                  	
                    72

                  
	 	 	 
	
                    39

                  	
                    Note
                      Trustee’s Retirement and Removal

                  	
                    72

                  
	 	 	 	 
	 	
                    39.1

                  	
                    Removal
                      by Issuer

                  	
                    72

                  
	 	
                    39.2

                  	
                    Removal
                      by Class A Offered Noteholders

                  	
                    73

                  
	 	
                    39.3

                  	
                    Resignation

                  	
                    73

                  
	 	
                    39.4

                  	
                    Rating
                      Agencies approval

                  	
                    73

                  
	 	
                    39.5

                  	
                    Trust
                      Corporation

                  	
                    73

                  
	 	
                    39.6

                  	
                    Successor
                      to Note Trustee

                  	
                    74

                  
	 	
                    39.7

                  	
                    Notice

                  	
                    75

                  
	 	
                    39.8

                  	
                    Retention
                      of Lien

                  	
                    75

                  
	 	
                    39.9

                  	
                    Eligibility;
                      Disqualification

                  	
                    75

                  
	 	 	 
	
                    40

                  	
                    Note
                      Trustee’s Powers Additional

                  	
                    75

                  
	 	 	 
	
                    41

                  	
                    Severability
                      of Provisions

                  	
                    75

                  
	 	 	 
	
                    42

                  	
                    Notices

                  	
                    76

                  
	 	 	 	 
	 	
                    42.1

                  	
                    General

                  	
                    76

                  
	 	
                    42.2

                  	
                    Details

                  	
                    76

                  
	 	
                    42.3

                  	
                    Communication
                      through Principal Paying Agent

                  	
                    78

                  
	 	 	 
	
                    43

                  	
                    Governing
                      Law and Jurisdiction

                  	
                    78

                  
	 	 	 	 
	 	
                    43.1

                  	
                    Governing
                      law

                  	
                    78

                  
	 	
                    43.2

                  	
                    Jurisdiction

                  	
                    78

                  
	 	
                    43.3

                  	
                    Agent

                  	
                    79

                  
	 	 	 
	
                    44

                  	
                    Counterparts

                  	
                    79

                  
	 	 	 
	
                    45

                  	
                    Limited
                      Recourse

                  	
                    79

                  
	 	 	 	 
	 	
                    45.1

                  	
                    General

                  	
                    79

                  
	 	
                    45.2

                  	
                    Liability
                      of Issuer limited to its right to indemnity

                  	
                    79

                  
	 	
                    45.3

                  	
                    Unrestricted
                      remedies

                  	
                    80

                  
	 	
                    45.4

                  	
                    Restricted
                      remedies

                  	
                    81

                  
	 	
                    45.5

                  	
                    Wilful
                      Default of the Issuer

                  	
                    81

                  
	 	 	 
	
                    46

                  	
                    Successor
                      Trustee

                  	
                    82

                  
	 	 	 
	
                    47

                  	
                    Reimbursement
                      for the Cost of Independent Advice

                  	
                    82

                  
	 	 	 


          

           

          
            
              
              

            

            
              page
                v

              
                

              

            

            
              
              

              Note
                Trust Deed SMHL Global Fund 2007-1

            

          

           

          
            	
                    48

                  	
                    No
                      Liability

                  	
                    82

                  
	 	 	 
	
                    49

                  	
                    Prospectus

                  	
                    83

                  
	 	 	 
	
                    50

                  	
                    Note
                      Trustee’s Limited Liability

                  	
                    83

                  
	 	 	 	 
	 	
                    50.1

                  	
                    Reliance
                      on certificate

                  	
                    83

                  
	 	
                    50.2

                  	
                    Note
                      Trustee’s reliance on Manager, Security Trustee, Issuer or Mortgage
                      Manager

                  	
                    83

                  
	 	
                    50.3

                  	
                    Compliance
                      with laws

                  	
                    84

                  
	 	
                    50.4

                  	
                    Reliance
                      on experts

                  	
                    84

                  
	 	
                    50.5

                  	
                    Oversights
                      of others

                  	
                    84

                  
	 	
                    50.6

                  	
                    Powers,
                      authorities and discretions

                  	
                    85

                  
	 	
                    50.7

                  	
                    Impossibility
                      or impracticability

                  	
                    85

                  
	 	
                    50.8

                  	
                    Legal
                      and other proceedings

                  	
                    85

                  
	 	
                    50.9

                  	
                    No
                      liability except for negligence etc.

                  	
                    86

                  
	 	
                    50.10

                  	
                    Further
                      limitations on Note Trustee’s liability

                  	
                    86

                  
	 	
                    50.11

                  	
                    Conflicts

                  	
                    87

                  
	 	
                    50.12

                  	
                    Information

                  	
                    88

                  
	 	
                    50.13

                  	
                    Investigation
                      by Note Trustee

                  	
                    88

                  
	 	 	 
	
                    51

                  	
                    Noteholders’
                      Lists and Reports, Continuing Security, Releases and
                      Waivers

                  	
                    88

                  
	 	 	 	 
	 	
                    51.1

                  	
                    Provision
                      of information

                  	
                    88

                  
	 	
                    51.2

                  	
                    Preservation
                      of Information; Communications to Noteholders

                  	
                    89

                  
	 	
                    51.3

                  	
                    Reports
                      by Note Trustee

                  	
                    89

                  
	 	
                    51.4

                  	
                    Notices
                      to Class A Offered Noteholders; Waiver

                  	
                    89

                  
	 	
                    51.5

                  	
                    Issuer’s
                      Liability not Affected

                  	
                    90

                  
	 	
                    51.6

                  	
                    Reports
                      by Issuer

                  	
                    90

                  
	 	 	 
	
                    52

                  	
                    Trust
                      Indenture Act; Miscellaneous

                  	
                    91

                  
	 	 	 	 
	 	
                    52.1

                  	
                    Compliance
                      Certificates and Opinions

                  	
                    91

                  
	 	
                    52.2

                  	
                    Undertaking
                      for Costs

                  	
                    92

                  
	 	
                    52.3

                  	
                    Exclusions
                      of Section 316

                  	
                    93

                  
	 	
                    52.4

                  	
                    Unconditional
                      Rights of Class A Offered Noteholders to Receive Principal
                      and
                      Interest

                  	
                    93

                  
	 	
                    52.5

                  	
                    Continuing
                      Obligation

                  	
                    93

                  
	 	
                    52.6

                  	
                    No
                      Merger

                  	
                    93

                  
	 	
                    52.7

                  	
                    Waiver

                  	
                    94

                  
	 	
                    52.8

                  	
                    Consents
                      and Approvals

                  	
                    94

                  
	 	
                    52.9

                  	
                    Written
                      Waiver, Consent and Approval

                  	
                    94

                  
	 	
                    52.10

                  	
                    Time
                      of Essence

                  	
                    94

                  
	 	
                    52.11

                  	
                    Moratorium
                      Legislation

                  	
                    94

                  
	 	
                    52.12

                  	
                    Binding
                      on Each Signatory

                  	
                    94

                  
	 	
                    52.13

                  	
                    Counterparts

                  	
                    94

                  
	 	
                    52.14

                  	
                    Assignment

                  	
                    95

                  
	 	
                    52.15

                  	
                    Power
                      of Attorney

                  	
                    95

                  
	 	
                    52.16

                  	
                    Certificate
                      of Note Trustee

                  	
                    95

                  
	 	
                    52.17

                  	
                    Remedies
                      cumulative

                  	
                    95

                  


          

           

          
            
              
              

            

            
              page
                vi

              
                

              

            

            
              
              

              Note
                Trust Deed SMHL Global Fund 2007-1

            

          

           

          
            	 	
                    52.18

                  	
                    Interest
                      on Judgment

                  	
                    95

                  
	 	
                    52.19

                  	
                    Conflict
                      with Trust Indenture Act

                  	
                    95

                  
	 	
                    52.20

                  	
                    Know
                      your customer

                  	
                    95

                  
	 	
                    52.21

                  	
                    Compliance
                      with Regulation AB

                  	
                    96

                  
	 	
                    52.22

                  	
                    Direction
                      of claims by the Manager

                  	
                    101

                  
	 	
                    52.23

                  	
                    Direction
                      of defence of claims

                  	
                    102

                  
	 	 	 
	
                    53

                  	
                    Consent
                      of Class A Offered Noteholders

                  	
                    103

                  
	 	 	 	 
	 	
                    53.1

                  	
                    General

                  	
                    103

                  
	 	
                    53.2

                  	
                    Special
                      Written Approvals

                  	
                    103

                  
	 	
                    53.3

                  	
                    Requirement
                      for writing

                  	
                    104

                  
	 	
                    53.4

                  	
                    Meetings
                      of Class A Offered Noteholders

                  	
                    105

                  
	 	
                    53.5

                  	
                    Entire
                      Agreement

                  	
                    105

                  
	 	 
	
                    Schedule
                      1 - Form of Book-Entry Note

                  	
                    108

                  
	 	 
	
                    Schedule
                      2 - Noteholders Reports

                  	
                    120

                  
	 	 
	
                    Schedule
                      3 - Meeting Procedures

                  	
                    123

                  
	 	 
	
                    Schedule
                      4 - Terms and Conditions of the Class A Offered
                      Notes

                  	
                    128

                  
	 	 
	
                    Schedule
                      5 - Form of Class A1 Definitive Notes

                  	
                    182

                  
	 	 
	
                    Schedule
                      6 - Form of Class A2 Definitive Notes

                  	
                    187

                  
	 	 
	
                    Schedule
                      7 - Report on assessment of compliance with Regulation AB servicing
                      criteria

                  	
                    193

                  
	 	 
	
                    Schedule
                      8 - Servicing Criteria to be addressed in assessment of
                      compliance

                  	
                    194

                  


          

        


        
          
            
            

          

          
            page
              vii

            
              

            

          

          
            
            

            Note
              Trust Deed SMHL Global Fund 2007-1

          

        



    

    
      
        
          

        

        Date
          29 May 2007

         

        Parties

         

        Perpetual
          Limited ABN
          86 000 431 827 of Level 12, 123 Pitt Street, Sydney, New South Wales in
          its
          capacity as trustee of the Securitisation Fund (Issuer)

         

        ME
          Portfolio Management Limited ABN
          79 005 964 134 of Level 16, 360 Collins Street, Melbourne, Victoria
          (Manager)

         

        The
          Bank of New York of
          101 Barclay Street, Floor 4 East, New York, New York 10286, United States
          of
          America (Note
          Trustee)

         

        The
          Bank of New York of
          101 Barclay Street, Floor 4 East, New York, New York 10286, United States
          of
          America (in the case of the Class A1 Notes) and of 48th Floor, 1 Canada
          Square, London, E14 5AL, United Kingdom (in the case of the Class A2 Notes)
          (Principal
          Paying Agent)

         

        The
          Bank of New York of
          101 Barclay Street, Floor 4 East, New York, New York 10286, United States
          of
          America (Calculation
          Agent)

         

        The
          Bank of New York of
          101 Barclay Street, Floor 4 East, New York, New York 10286, United States
          of
          America (Note
          Registrar)

         

        Perpetual
          Trustee Company Limited ABN
          42 000 001 007 of Level 12, 123 Pitt Street, Sydney, New South Wales in
          its
          capacity as security trustee under the Security Trust Deed (Security
          Trustee)

         

        BNY
          Fund Services (Ireland) Limited of
          Guild House, Guild Street, Dublin 1, Republic of Ireland (Irish
          Paying Agent
          and
          Class A3 Irish Paying Agent)


         

        Recitals

         

        
          	 	
                  A.

                	
                  The
                    Manager has directed the Issuer in accordance with the Master
                    Trust Deed
                    to issue mortgage backed pass through floating rate notes comprising
                    US$1,200,000,000 Class A1 Notes due 12 June 2040, €500,000,000
                    Class A2 Notes due 12 June 2040, A$853,000,000 Class A3 Notes
                    due 12 June 2040 and A$64,000,000 Class B Notes due 12 June 2040.
                    The
                    Class A Offered Notes are to be constituted and secured in the
                    manner
                    provided in this deed and the other Transaction
                    Documents.

                


        

         

        
          	 	
                  B.

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

                


        

         

        
          	 	
                  C.

                	
                  The
                    Issuer proposes, at the direction of Manager, to appoint the
                    Principal
                    Paying Agent as principal paying agent, the Calculation Agent
                    as its
                    reference agent and the Note Registrar as registrar, in each
                    case in
                    respect of the Class A Offered Notes upon the terms contained
                    in this
                    deed.

                


        

         

        
          	 	
                  D.

                	
                  The
                    Issuer proposes, at the direction of Manager, to appoint the
                    Irish Paying
                    Agent as Irish paying agent in respect of the Class A2 Notes, and the
                    Class A3 Irish Paying Agent as Irish paying agent in respect of the
                    Class A3 Notes, upon the terms contained in this
                    deed.

                


        

         

        
          	 	
                  E.

                	
                  Each
                    of the Note Trustee, the Principal Paying Agent, the Irish Paying
                    Agent,
                    the Class A3 Irish Paying Agent, the Calculation Agent and the Note
                    Registrar has agreed to act in those respective capacities upon
                    the terms
                    of this deed.

                


        

         


        
          
            
            

          

          
            page
              1

            
              

            

          

          
            
            

            Note
              Trust Deed SMHL Global Fund 2007-1

          

        

      

    

    
      

        Note
          Registrar has agreed to act in those respective capacities upon the terms
          of
          this deed.

         

        This
          deed witnesses

         

        that
          in
          consideration of, among other things, the mutual promises contained in
          this
          deed, the parties agree:

         

        
          	 	 	 


          	 	
                  1

                	
                  Definitions
                    and Interpretation

                


        

         

      

    

    
      
        
        

      

    

    
      	 	
              1.1

            	
              Definitions
                and Interpretation

            


    

     

    The
      following definitions apply unless the context requires otherwise:

     

    Associate
      has
      the
      meaning ascribed to the expression “associate” in the Corporations
      Act.

     

    Authorisation
      means
      any consent, licence, approval or other authority or deemed consent, licence
      approval or other authority.

     

    Charge
      has the
      same meaning as in the Security Trust Deed.

     

    Charged
      Property
      has the
      same meaning as in the Security Trust Deed.

     

    Class
      A Noteowner
      means:

     

    (a)   a
      Class A1 Noteowner; or

     

    (b)   a
      Class A2 Noteowner.

     

    Class
      A1 Book-Entry Note means
      a
      Class A1 Note issued in the form or substantially the form set out in part
      A of
      schedule 1.

     

    Class
      A2 Book-Entry Note means
      a
      Class A2 Note issued in the form or substantially the form set out in part
      B of
      schedule 1.

     

    Class A1
      Noteowner
      means,
      with respect to a Class A1 Book-Entry Note, the person who is the
      beneficial owner of such Class A1 Book-Entry Note, as reflected in the
      books of the Clearing Agency, or in the books of the person maintaining an
      account with the Clearing Agency or as an indirect participant, in each case
      in
      accordance with the rules of the Clearing Agency.

     

    Class A2
      Noteowner
      means,
      with respect to a Class A2 Book-Entry Note, the person who is the
      beneficial owner of such Class A2 Book-Entry Note, as reflected in the
      books of the Clearing Agency, or in the books of the person maintaining an
      account with the Clearing Agency or as an indirect participant, in each case
      in
      accordance with the rules of the Clearing Agency.

     

    Class
      A Offered Note
      means
      each Class A1 Note and each Class A2 Note.

     

    Class
      A Offered Noteholder
      means a
      Noteholder of a Class A Offered Note.

     

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

     

    Commission
      has
      the
      meaning given to it in the Supplementary Bond Terms Notice.

     

    Corporate
      Trust Office
      means
      the principal office of the Note Trustee at which at any particular time its
      corporate trust business is administered, which at the date of the execution
      of
      this deed is 101 Barclay Street, Floor 4 East, New York, New York 10286, Global
      Structured Products Unit or at such other address as the Note Trustee may
      designate by notice to the Manager, Noteholders and the Issuer or the principal
      corporate trust office of any successor Note Trustee.

     

    


    
      
        
          
          

        

        
          page
            2

          
            

          

        

        
          
          

          Note
            Trust Deed SMHL Global Fund 2007-1

        

      

    

    


    Definitive
      Note
      means:


     

    (a)   a
      Class A1 Definitive Note issued pursuant to clause 3.3 of this deed;
      or

     

    (b)   a
      Class A2 Definitive Note issued pursuant to clause 3.4 of this
      deed.

     

    EU
      Tax Directive
      means
      the European Union Council Directive 2003/48/EC on the taxation of savings
      income in the form of interest payments which was adopted on 3 June 2003, or
      any
      law or regulation implementing or complying with, or introduced to conform
      with
      such directive.

     

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

     

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

     

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

     

    
      	 	
              (a)

            	
              is
                independent of the Issuer, the Manager, the Mortgage Manager and
                any of
                their Associates;

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

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

            


    

     

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

     

    Insolvency
      Event
      has the
      same meaning as the defined term “Event of Insolvency” in the Master Trust
      Deed.

     

    Master
      Trust Deed
      means
      the Master Trust Deed for the Superannuation Members’ Home Loans Trusts dated 4
      July 1994 between the Issuer, as Trustee, and the Manager, as amended and
      restated from time to time.

     

    Material
      Adverse Effect
      means a
      material adverse effect on the ability of the Issuer to perform its payment
      obligations under this deed and other Transaction Documents or, as the context
      may require, a material adverse effect on the ability of the Note Trustee to
      perform its obligations under this deed.

     

    Note
      Depository Agreement
      means
      the agreement entitled “Letter of Representations” among the Issuer, Note
      Trustee (as Agent) and The Depository Trust Company, as the initial Clearing
      Agency, dated as of the Closing Date, relating to the Class A1 Notes, as
      the same may be amended or supplemented from time to time.

     

    Note
      Trust
      means
      the trust constituted under and by this deed.

     

    


    
      
        
          
          

        

        
          page
            3

          
            

          

        

        
          
          

          Note
            Trust Deed SMHL Global Fund 2007-1

        

      

    

    


    Noteholders
      Report
      means
      the report to be delivered by the Manager, on behalf of the Issuer, in
      accordance with clause 11.1(m) containing the information set out in Schedule
      2.

     

    Officer’s
      Certificate
      means a
      certificate signed by any Authorised Signatory of the Issuer or the Manager
      (as
      appropriate) on behalf of the Issuer, under the circumstances described in,
      and
      otherwise complying with, the applicable requirements of Section 314 of the
      TIA.

     

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

     

    Paying
      Agent
      means,
      where the context permits:

     

    
      	 	
              (a)

            	
              the
                Principal Paying Agent initially appointed as principal paying agent
                by
                the Issuer under this deed and any successor from time to time under
                this
                deed; 

            


    

     

    
      	 	
              (b)

            	
              the
                Irish Paying Agent initially appointed as Irish paying agent by the
                Issuer
                under this deed and any successor from time to time under this deed;
                or

            


    

     

    
      	 	
              (c)

            	
              any
                institution as may, with the prior written approval of, and on terms
                previously approved in writing by, the Note Trustee (that approval
                not to
                be unreasonably withheld or delayed) from time to time be appointed
                by the
                Issuer as paying agent in relation to the Notes, in each case (except
                in
                the case of the initial Principal Paying Agent or the initial Irish
                Paying
                Agent) where notice of the appointment has been given to the Noteholders
                under this deed and in accordance with Condition
                12.

            


    

     

    Paying
      Office
      means,
      in relation to a Paying Agent, the office of the Paying Agent specified in
      the
      Class A Offered Notes or this deed as the office at which payments in respect
      of
      the Class A Offered Notes will be made as changed from time to time in
      accordance with this deed and:

     

    
      	 	
              (a)

            	
              in
                respect of the Principal Paying Agent and the Class A1 Notes - its
                office at 101 Barclay Street, Floor 4 East, New York, New York, United
                States of America; 

            


    

     

    
      	 	
              (b)

            	
              in
                respect of the Principal Paying Agent and the Class A2 Notes - its
                office at 48th Floor, 1 Canada Square, London, E14 5AL, United
                Kingdom;

            


    

     

    
      	 	
              (c)

            	
              in
                respect of the Irish Paying Agent and the Class A2 Notes - its office
                at Guild House, Guild Street, Dublin 1, Republic of Ireland;
                and

            


    

     

    
      	 	
              (d)

            	
              in
                respect of the Class A3 Irish Paying Agent and the Class A3
                Notes - its office at Guild House, Guild Street, Dublin 1, Republic
                of
                Ireland.

            


    

     

    Person
      means
      any individual, corporation, limited liability company, estate, partnership,
      joint venture, association, joint stock company, trust (including any
      beneficiary thereof), unincorporated organisation or government or any agency
      or
      political subdivision thereof.

     

    


    
      
        
          
          

        

        
          page
            4

          
            

          

        

        
          
          

          Note
            Trust Deed SMHL Global Fund 2007-1

        

      

    

    


    Record
      Date
      means:

     

    
      	 	
              (a)

            	
              with
                respect to the Payment Date of any Book Entry Note, the close of
                business
                on the Banking Day immediately preceding that Payment Date;
                and

            


    

     

    
      	 	
              (b)

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

            


    

     

    Regulation
      AB has
      the
      meaning given to it in the Supplementary Bond Terms Notice.

     

    Relevant
      Class A Currency means:

     

    (a)   in
      respect of the Class A1 Notes - US$; and

     

    (b)   in
      respect of the Class A2 Notes - €.

     

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

     

    Securities
      Act
      means
      the Securities Act of 1933 of the United States of America, as
      amended.

     

    Securitisation
      Fund
      means
      the Securitisation Fund established under the Master Trust Deed known as SMHL
      Global Fund 2007-1.

     

    Specified
      Office
      means:


     

    
      	 	
              (a)

            	
              in
                relation to the Calculation Agent, the office of the Calculation
                Agent
                specified under this deed as the office at which the Calculation
                Agent
                will carry out its duties under this deed;
                and

            


    

     

    
      	 	
              (b)

            	
              in
                relation to the Note Registrar, the office of the Note Registrar
                specified
                under this deed as the office at which the Note Registrar will carry
                out
                its duties under this deed.

            


    

     

    Supplementary
      Bond Terms Notice
      means
      the document entitled “Supplementary Bond Terms Notice: SMHL Global Fund 2007-1
      - Class A Notes and Class B Notes” dated on or about the date of this deed
      between the Issuer, the Manager, the Note Trustee and the Security Trustee
      in
      respect of the Securitisation Fund. 

     

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

     

    Trust
      Account
      means
      the US$ Account, the Euro Account or any other account maintained by or on
      behalf of the Issuer in relation to the Securitisation Fund.

     

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

     

    


    
      
        
          
          

        

        
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            5

          
            

          

        

        
          
          

          Note
            Trust Deed SMHL Global Fund 2007-1

        

      

    

    


    


     

    
      	 	
              1.2

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

            


    

     

    
      	 	
              (a)

            	
              Subject
                to clause 1.1 and the Recitals, terms and expressions which are defined
                in
                the Master Trust Deed (as amended by the Supplementary Bond Terms
                Notice),
                the Supplementary Bond Terms Notice and the Conditions (including
                in each
                case by reference to another agreement) have the same meanings when
                used
                in this deed unless the context otherwise requires or unless otherwise
                defined in this deed. 

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              1.3

            	
              Incorporation
                by reference

            


    

     

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

     

    Commission
      means
      the Securities and Exchange Commission of the United States of
      America;

     

    indenture
      securities
      means
      the Class A1 Notes; 

     

    indenture
      security holder
      means a
      Class A1 Noteholder;

     

    indenture
      to be qualified
      means
      the Note Trust Deed;

     

    indenture
      trustee or institutional trustee
      means
      the Note Trustee; and

     

    obligor
      on the
      indenture securities means the Issuer with respect to the Class A1
      Notes.

     

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

     

    
      	
            	1.4	
              Interpretation

            


    

     

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

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              an
                Event of Default subsists until it has been cured or waived in writing
                by
                the Note Trustee;

            


    

     

    
      	 	
              (c)

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

            


    

     

    


    
      
        
          
          

        

        
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            6

          
            

          

        

        
          
          

          Note
            Trust Deed SMHL Global Fund 2007-1

        

      

    

    


    
      	 	
              (d)

            	
              all
                references to costs or charges or expenses include any goods and
                services
                tax, value added tax or similar tax charged or chargeable in respect
                of
                the charge or expense.

            


    

     

    
      	 	
              1.5

            	
              Determination,
                statement and certificate sufficient
                evidence

            


    

     

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

     

    
      	 	
              1.6

            	
              Document
                or agreement

            


    

     

    A
      reference to:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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


            


    

     

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

     

    
      	 	
              1.7

            	
              Transaction
                Document

            


    

     

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

     

    
      	 	
              1.8

            	
              Issuer
                as trustee

            


    

     

    
      	 	
              (a)

            	
              In
                this deed, except where provided to the contrary:
                

            


    

     

    
      	 	
              (1)

            	
              a
                reference to the Issuer is a reference to the Issuer in its capacity
                as
                trustee of the Securitisation Fund only, and in no other capacity;
                and

            


    

     

    
      	 	
              (2)

            	
              a
                reference to the Security Trustee is a reference to the Security
                Trustee
                in its capacity as security trustee under the Security Trust Deed
                only,
                and in no other capacity; and

            


    

     

    
      	 	
              (3)

            	
              a
                reference to the assets, business, property or undertaking of the
                Issuer
                or the Security Trustee is a reference to the assets, business, property
                or undertaking of the Issuer or the Security Trustee respectively
                only in
                the capacity described in paragraphs (1) and (2)
                above.

            


    

     

    
      	 	
              (b)

            	
              The
                rights and obligations of the parties under this deed relate only
                to the
                Securitisation Fund and do not relate to any other Fund (as defined
                in the
                Master Trust Deed).

            


    

     

    
      	 	
              1.9

            	
              Knowledge
                of Issuer and Security
                Trustee

            


    

     

    In
      relation to the Securitisation Fund, the Issuer and the Security Trustee will
      only be considered to have knowledge, actual knowledge or notice of, or be
      aware
      of, any matter or thing if the Issuer or the Security Trustee (as the case
      may
      be) has knowledge, actual knowledge, notice or awareness of that matter or
      thing
      by virtue of the actual notice or awareness of the officers or employees of
      the
      Issuer or the Security Trustee (as the case may be) who have day to day
      responsibility for the administration of the Securitisation Fund.

     

     

    


    
      
        
          
          

        

        
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              1.10

            	
              Knowledge
                of the Note Trustee, Calculation Agent, Note Registrar or Principal
                Paying
                Agent, Irish Paying Agent, Class A3 Irish Paying
                Agent, other Paying Agents

            


    

     

    In
      relation to the Securitisation Fund, the Note Trustee, the Calculation Agent,
      the Note Registrar, the Principal Paying Agent, the Irish Paying Agent, the
      Class A3 Irish Paying Agent and any other Paying Agent will only be
      considered to have knowledge, actual knowledge or notice of, or be aware of,
      any
      matter or thing if the Note Trustee, Calculation Agent, Note Registrar,
      Principal Paying Agent, Irish Paying Agent, Class A3 Irish Paying Agent or
      other Paying Agents (as the case may be) has knowledge, notice or awareness
      of
      that matter or thing by virtue of the actual notice or awareness of the officers
      or employees of the Note Trustee, Calculation Agent, Note Registrar, Principal
      Paying Agent, Irish Paying Agent, the Class A3 Irish Paying Agent or other
      Paying Agents (as the case may be) who have day to day responsibility for the
      administration of the Note Trust, or other duties of the relevant party
      constituted by this deed.

     

    
      	 	
              1.11

            	
              Appointment
                of the Note Trustee

            


    

     

    The
      Note
      Trustee:

     

    
      	 	
              (a)

            	
              is
                appointed to act as trustee on behalf of the Class A Offered Noteholders
                on the terms and conditions of this deed; and


            


    

     

    
      	 	
              (b)

            	
              acknowledges
                and declares that it:

            


    

     

    
      	 	
              (1)

            	
              holds
                the sum of US$10.00 received on the date of this
                deed;

            


    

     

    
      	 	
              (2)

            	
              will
                hold the benefit of the obligations of the Issuer under this deed;
                and

            


    

     

    
      	 	
              (3)

            	
              will
                hold the benefit of the covenants in clause 2.2 and clause 4(c) and
                all
                other rights of the Class A Offered Noteholders under the Class A
                Offered
                Notes,

            


    

     

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

     

    
      	 	
              1.12

            	
              Duration
                of Trust

            


    

     

    The
      trust
      established pursuant to this deed shall commence on the date hereof and shall
      terminate on the first to occur of:

     

    
      	 	
              (a)

            	
              the
                date on which the Issuer has satisfied in full its obligations to
                the
                Class A Offered Noteholders and all Class A Offered Notes have been
                cancelled or redeemed; and

            


    

     

    
      	 	
              (b)

            	
              the
                80th anniversary of the date of this
                deed.

            


    

     

     

    


    
      
        
          
          

        

        
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              1.13

            	
              Obligations
                of the Issuer

            


    

     

    
      	 	
              (a)

            	
              The
                Issuer shall not be liable for any act or omission by the Manager
                where it
                is acting or fails to act (as the case may be) on behalf of the Issuer
                under this deed.

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              1.14

            	
              Limitation
                of liability of Security
                Trustee

            


    

     

    
      	 	
              (a)

            	
              Notwithstanding
                any other provision of this deed, the Security Trustee will have
                no
                liability under or in connection with this deed or any other Transaction
                Document other than to the extent to which the liability is able
                to be
                satisfied out of the property from which the Security Trustee is
                actually
                indemnified for the liability. 

            


    

     

    
      	 	
              (b)

            	
              This
                limitation will not apply to a liability of the Security Trustee
                to the
                extent that it is not satisfied because, under this deed, any other
                Transaction Document or by operation of laws, there is a reduction
                in the
                extent of the Security Trustee’s indemnification as a result of the
                Security Trustee’s fraud, negligence or wilful default.
                

            


    

     

    
      	 	
              (c)

            	
              Nothing
                in this clause or any similar provision in any other Transaction
                Document
                limits or adversely affects the powers of the Security Trustee, any
                Receiver or attorney in respect of the Charge (as defined in the
                Security
                Trust Deed) or the Charged Property (as defined in the Security Trust
                Deed).

            


    

     

    
      	 	
              1.15

            	
              Opinion
                of counsel

            


    

     

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

     

    
      	
                

            


    

    
      	 	
              2

            	
              Payments
                on Notes

            


    

     

    
      	 	
              2.1

            	
              Principal
                amount

            


    

     

    
      	 	
              (a)

            	
              The
                aggregate principal amount of the Class A1 Notes is limited to
                US$1,200,000,000.

            


    

     

    
      	 	
              (b)

            	
              The
                aggregate principal amount of the Class A2 Notes is limited to
                €500,000,000.

            


    

     

    
      	 	
              2.2

            	
              Covenant
                to repay

            


    

     

    
      	 	
              (a)

            	
              The
                Issuer covenants that the Issuer will, in accordance with the terms
                of any
                Class A Offered Notes (including the Conditions) and the Transaction
                Documents (and subject to the terms of the Transaction Documents
                and the
                Conditions, including, without limitation, clauses 19 and 45 of this
                deed
                and Condition 5) at the direction of the Manager
                on:

            


    

     

    


    
      
        
          
          

        

        
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              (1)

            	
              the
                Final Maturity Date of the Class A Offered Notes; or
                

            


    

     

    
      	 	
              (2)

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

            


    

     

    pay,
      or
      procure to be paid, unconditionally in accordance with this deed to, or to
      the
      order of, the Note Trustee in the Relevant Class A Currency in New York (in
      the
      case of the Class A1 Notes) or London (in the case of the Class A2
      Notes), for immediate value the principal amount of those Class A Offered Notes
      repayable, or in the case of a partial payment of those Class A Offered Notes,
      the principal amount payable, subject to and in accordance with the terms of
      those Class A Offered Notes (including the Conditions).

     

    
      	 	
              (b)

            	
              Subject
                to clause 2.3 and to the terms of the Class A Offered Notes (including
                the
                Conditions and in particular Condition 6 of the Notes) and the Transaction
                Documents (including clauses 19 and 45 of this deed and Condition
                5),
                until any payment as well after as before any judgment or other order
                of a
                court of competent jurisdiction, the Issuer shall, at the direction
                of the
                Manager, duly and punctually pay or procure to be paid unconditionally
                in
                accordance with this deed to or to the order of the Note Trustee
                any
                interest, at the respective rates and calculated in accordance with
                and
                payable on the dates provided for in the
                Conditions.

            


    

     

    
      	 	
              2.3

            	
              Deemed
                payment

            


    

     

    Any
      payment of principal or interest in respect of any Class A Offered Notes to
      or
      to the account of the Principal Paying Agent in the manner provided in clause
      19
      shall satisfy the covenant in relation to those Class A Offered Notes by the
      Issuer in this clause 2 to the extent of that payment, except to the extent
      that the Principal Paying Agent subsequently fails to pay that amount under
      those Class A Offered Notes in accordance with the terms of those Class A
      Offered Notes (including the Conditions).

     

    
      	 	
              2.4

            	
              Issuer’s
                covenant to Class A Offered Noteholders and the Note
                Trustee

            


    

     

    Subject
      to the terms of the Master Trust Deed and the Supplementary Bond Terms Notice,
      the Issuer:

     

    
      	 	
              (a)

            	
              acknowledges
                its indebtedness in respect of the Invested Amount of each Class
                A Offered
                Note and interest thereon;

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (1)

            	
              make
                all payments on or in respect of the Class A Offered Notes held by
                that
                Class A Offered Noteholder on the applicable Payment
                Date;

            


    

     

    


    
      
        
          
          

        

        
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              (2)

            	
              comply
                with the terms of the Supplementary Bond Terms Notice and the Transaction
                Documents in which it is a party;
                and

            


    

     

    
      	 	
              (3)

            	
              pay
                the Outstanding Principal Balance in relation to the Class A Offered
                Notes
                held by that Class A Offered Noteholder on the Final Maturity Date
                and
                accrued and unpaid interest on the Invested
                Amount.

            


    

     

    
      	 	
              2.5

            	
              Following
                Event of Default

            


    

     

    
      	 	
              (a)

            	
              At
                any time when an Event of Default in respect of the Class A Offered
                Notes
                is subsisting, or at any time after Definitive Notes have not been
                issued
                when so required in accordance with the Conditions, the Note Trustee
                may:

            


    

     

    
      	 	
              (1)

            	
              by
                notice in writing to the Issuer, the Manager, the Principal Paying
                Agent,
                any other Paying Agents and the Calculation Agent and until such
                notice is
                withdrawn, require the Principal Paying Agent, any other Paying Agents
                and
                the Calculation Agent either:

            


    

    

      
        	 	
                (A)

              	
                (i)

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

              


      

       

    

    
      	 	
              (ii)

            	
              to
                hold all Definitive Notes and all amounts, documents and records
                held by
                them in respect of the Class A Offered Notes on behalf of the Note
                Trustee; or

            


    

     

    
      	 	
              (B)

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

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (b)

            	
              The
                payment by the Issuer of its payment obligations on each applicable
                Payment Date under the Supplementary Bond Terms Notice and the Conditions
                to the Note Trust Deed in accordance with clause 2.5(a) shall be
                a good
                discharge to the Issuer and the Issuer shall not be liable for any
                act or
                omission or default of the Note Trustee during the period it is required
                to make payment to the Note Trustee under clause
                2.5(a).

            


    

     

    


    
      
        
          
          

        

        
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              (c)

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

            


    

     

    
      	 	
              (d)

            	
              At
                any time whilst an Event of Default is subsisting which has not been
                waived, if the Calculation Agent for any reason does not determine
                the
                Interest Rate or calculate the Interest for a Class A Offered Note,
                the
                Note Trustee shall do so and each such determination or calculation
                shall
                be deemed to have been made by the Calculation Agent. In doing so,
                the
                Note Trustee shall apply the provisions of clause 22, with any necessary
                consequential amendments, to the extent that, in its opinion, it
                can do
                so, and, in all other respects it shall do so in such a manner as
                it shall
                deem fair and reasonable in all the
                circumstances.

            


    

     

    
      	 	
              (e)

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

            


    

     

    
      	 	
              2.6

            	
              Requirements
                of Paying
                Agents

            


    

     

    The
      Principal Paying Agent agrees with the Note Trustee, subject to the provisions
      of this clause, that it shall: 

     

    
      	 	
              (a)

            	
              hold
                on account for the Note Trustee and the Class A Offered Noteholders
                all
                sums held by the Principal Paying Agent for the payment of principal
                and
                interest with respect to the Class A Offered Notes until all relevant
                sums
                are paid to the Note Trustee or the Class A Offered Noteholders or
                otherwise disposed of as provided in this deed;
                and

            


    

     

    
      	 	
              (b)

            	
              immediately
                notify in writing the Note Trustee, the Issuer, the Security Trustee
                and
                the Manager if the full amount of any payment of principal or interest
                required to be made by the Supplementary Bond Terms Notice and the
                relevant Conditions in respect of the Class A Offered Notes is not
                unconditionally received by it or to its order in accordance with
                this
                deed. 

            


    

     

    
      	 	
              2.7

            	
              Certification

            


    

     

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

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    


    
      
        
          
          

        

        
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              (c)

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

            


    

     

    and
      that
      Officer’s Certificate shall be conclusive and binding on the Issuer, the Note
      Trustee and the holders of those Class A Offered Notes.

     

    
      	 	
              2.8

            	
              Determinations

            


    

     

    If
      the
      Manager does not at any time for any reason determine a Principal Entitlement
      or
      the Outstanding Principal Balance or the Invested Amount applicable to any
      Class
      A Offered Notes in accordance with Condition 5(h), the Principal Entitlement,
      the Outstanding Principal Balance and the Invested Amount (as the case may
      be)
      may be determined by the Calculation Agent (or, failing the Calculation Agent,
      the Note Trustee) in accordance with Condition 5(h) (but based on the
      information in its possession) and each such determination or calculation shall
      be deemed to have been made by the Manager, and neither the Calculation Agent
      nor the Note Trustee shall have any liability in respect thereof other than
      as a
      result of the fraud, negligence or wilful default of the Calculation Agent
      or
      the Note Trustee as the case may be.

     

    
      	 	 	 


      	 	
              3

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

            


    

     

    
      	 	
              3.1

            	
              Issue
                of Book-Entry Notes

            


    

     

    
      	 	
              (a)

            	
              Each
                Class of Class A Offered Notes shall, on initial issue be represented
                by
                one or more Book-Entry Notes.

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              3.2

            	
              Form
                of Book-Entry Notes

            


    

     

    
      	 	
              (a)

            	
              The
                Book-Entry Notes shall be typed in the form or substantially in the
                form
                set out:

            


    

     

    
      	 	
              (1)

            	
              in
                the case of Class A1 Book-Entry Notes - in part A of schedule 1;
                and

            


    

     

    
      	 	
              (2)

            	
              in
                the case of Class A2 Book-Entry Notes - in part B of
                schedule 1.

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (1)

            	
              US$1,200,000,000
                for the Class A1 Notes; and

            


    

    


    
      
        
          
          

        

        
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              (2)

            	
              €500,000,000
                for the Class A2 Notes.

            


    

     

    
      	 	
              (d)

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

            


    

     

    
      	 	
              (e)

            	
              The
                Class A1 Notes upon original issue will be issued in the form of
                typewritten Class A1 Notes representing the Class A1 Book-Entry
                Notes. The Class A2 Notes upon original issue will be issued in the
                form of typewritten Class A2 Notes representing the Class A2
                Book-Entry Notes. The Manager shall, on the date of this deed, deliver
                or
                arrange the delivery of, on its behalf to the Principal Paying Agent,
                as
                agent for the Clearing Agency, the Class A1 Book-Entry Notes and the
                Class A2 Book-Entry Notes. The Book-Entry Notes so issued shall
                initially be registered on the Note Register in the name of the Common
                Depository as nominee of the Clearing Agency, and no Class A Noteowner
                will receive a Definitive Note representing such Class A Noteowner’s
                interest in such Note, except as provided in clause 3.3 or clause
                3.4.

            


    

     

    
      	 	
              (f)

            	
              Whenever
                a notice or other communication to the Class A Offered Noteholders
                is
                required under this deed, unless and until Definitive Notes shall
                have
                been issued to a Class A Noteowner pursuant to clause 3.3 or clause
                3.4,
                the Note Trustee shall give all such notices and communications specified
                herein to be given to Class A Noteowners to the Common Depository,
                and
                shall have no obligation to the Class A
                Noteowners.

            


    

     

    
      	 	
              (g)

            	
              Unless
                and until the Definitive Notes have been issued to a Class A Noteowner
                pursuant to clause 3.3 or clause 3.4:


            


    

     

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

            	
              the
                Note Registrar, the Issuer, the Manager, the Security Trustee, each
                Paying
                Agent and the Note Trustee shall be entitled to deal with the Clearing
                Agency for all purposes of this deed (including the payment of principal
                of and interest on the Class A Offered Notes and the giving of
                instructions, notices or directions hereunder) as the sole holder
                of the
                Class A Offered Notes, and shall have no obligation to any Class
                A
                Noteowners and none of the Note Registrar, the Issuer, the Manager,
                each
                Paying Agent, and the Note Trustee or the Security Trustee will be
                affected by notice to the contrary;


            


    

     

    
      	 	
              (3)

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

            


    

     

    


    
      
        
          
          

        

        
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              (4)

            	
              the
                rights of Class A Noteowners shall be exercised only through the
                Clearing
                Agency and shall be limited to those established by law and agreements
                between such Class A Noteowners and the Clearing Agency and/or the
                Clearing Agency Participants. In respect of Class A1 Notes, pursuant
                to the Note Depository Agreement, unless and until Class A1
                Definitive Notes are issued pursuant to clause 3.3, the initial Clearing
                Agency will make book-entry transfers among the Clearing Agency
                Participants and receive and transmit payments of principal and interest
                on the Class A1 Notes to such Clearing Agency Participants and in
                respect of Class A2 Notes, unless and until Class A2 Definitive
                Notes are issued pursuant to clause 3.4, the initial Clearing Agency
                will
                make book-entry transfers among the Clearing Agency Participants
                and
                receive and transmit payments of principal and interest on the
                Class A2 Notes to such Clearing Agency Participants;
                and

            


    

     

    
      	 	
              (5)

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

            


    

     

    
      	 	
              3.3

            	
              Definitive
                Notes - Class A1
                Notes

            


    

     

    In
      respect of Class A1 Book-Entry Notes, if:

     

    
      	 	
              (a)

            	
              the
                Principal Paying Agent advises the Manager and the Issuer in writing
                that
                the Clearing Agency is no longer willing or able to discharge properly
                its
                responsibilities as depository for the Class A1 Notes and the Manager
                is not able to locate a qualified successor; 

            


    

     

    
      	 	
              (b)

            	
              the
                Issuer, at the direction of the Manager (at the Manager’s option) advises
                the Principal Paying Agent in writing that it elects to terminate
                the
                book-entry system through the Clearing Agency in respect of the
                Class A1 Notes; or 

            


    

     

    
      	 	
              (c)

            	
              after
                the occurrence of an Event of Default, the Note Trustee, at the written
                direction of Class A1 Noteholders holding a majority of the aggregate
                Outstanding Principal Balance of the Class A1 Notes advises the
                Issuer and the Principal Paying Agent that the continuation of a
                book
                entry system is no longer in the best interests of the Class A1
                Noteowners,

            


    

     

    then
      the
      Issuer, at the direction of the Manager, must within 30 days of such event
      instruct the Clearing Agency to notify all of the appropriate Class A1
      Noteowners of the occurrence of any such event and of the availability of
      Class A1 Definitive Notes to such Class A1 Noteholders requesting the same.
      Upon the surrender of the Class A1 Book-Entry Notes to the Issuer by the
      Common Depository, and the delivery by the Clearing Agency of the relevant
      registration instructions to the Issuer, the Issuer (with the assistance of
      the
      Manager) shall execute and procure the Principal Paying Agent to authenticate
      the Class A1 Definitive Notes in accordance with the instructions of the
      Clearing Agency. The Class A1 Definitive Notes will be serially numbered
      and shall be typewritten, printed, lithographed or engraved or produced by
      any
      combination of these methods (with or without steel engraved
      borders).

     

    


    
      
        
          
          

        

        
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    None
      of
      the Note Registrar, the Paying Agents, the Note Trustee or the Issuer shall
      be
      liable for any delay in delivery of such instructions and may conclusively
      rely
      on, and shall be protected in relying on, such instructions.

     

    
      	 	
              3.4

            	
              Definitive
                Notes - Class A2
                Notes

            


    

     

    
      	 	
              (a)

            	
              In
                respect of Class A2 Book-Entry Notes,
                if:

            


    

     

    
      	 	
              (1)

            	
              that
                Class A2 Book-Entry Note becomes immediately due and repayable by
                reason of the occurrence of an Event of
                Default;

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

            	
              as
                the result of any amendment to, or change in, the laws or regulations
                of
                any jurisdiction or any body politic, or government in any jurisdiction,
                or any minister, department, office, commission, instrumentality,
                agency,
                board, authority or organisation of any government or any corporation
                owned or controlled by any government having power to tax or in the
                interpretation by a revenue authority or a court of, or in the
                administration of, laws or regulations relating to taxation which
                becomes
                effective on or after the first Bond Issue Date, the Issuer or any
                Paying
                Agent is or will be required to make any deduction or withholding
                from any
                payment in respect of any of the relevant Class A2 Notes which would
                not be required were those Class A2 Notes in definitive
                form,

            


    

     

    then
      the
      Issuer, at the direction of the Manager, must (subject to clause 3.4(c)), within
      30 days of becoming aware of the occurrence of the relevant event, instruct
      the
      Clearing Agency to notify all of the appropriate Class A2 Noteowners of the
      occurrence of any such event and of the availability of Class A2 Definitive
      Notes to such Class A2 Noteholders requesting the same. Upon the surrender
      of
      the Class A2 Book-Entry Notes to the Issuer by the Common Depository, and the
      delivery by the Clearing Agency of the relevant registration instructions to
      the
      Issuer, the Issuer (with the assistance of the Manager) shall but not prior
      to
      40 days after the Bond Issue Date, execute and procure the Principal Paying
      Agent to authenticate the Class A2 Definitive Notes in accordance with the
      instructions of the Clearing Agency. The Class A2 Definitive Notes will be
      serially numbered and shall be typewritten, printed, lithographed or engraved
      or
      produced by any combination of these methods (with or without steel engraved
      borders). 

     

    
      	 	
              (b)

            	
              The
                procedures to be carried out by the relevant parties on an exchange
                under
                this clause shall be made in accordance with the provisions of the
                terms
                of a Class A2 Book-Entry Note in respect of which exchange is to be
                made and the normal practice of the Common Depository, the Principal
                Paying Agent, and the rules and procedures of the relevant Clearing
                Agency
                from time to time.

            


    

     

     

    


    
      
        
          
          

        

        
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              (c)

            	
              Despite
                clause 3.4(b), the Issuer is not obliged to issue Class A2 Definitive
                Notes until the later of:

            


    

     

    
      	 	
              (1)

            	
              the
                expiry of 40 days after the later of the first Bond Issue Date and
                the
                date on which the relevant Class A2 Notes are first offered to
                persons other than distributors in reliance on Regulation S of the
                Securities Act (provided certification of non-US beneficial ownership
                by
                the relevant Noteholder is received by Euroclear or Clearstream,
                Luxembourg); and

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (d)

            	
              No
                Class A2 Definitive Note shall be delivered in the United States of
                America.

            


    

     

    
      	 	
              (e)

            	
              Each
                Class A2 Definitive Note shall be in the form or substantially in the
                form set out in schedule 5.

            


    

     

    
      	 	
              3.5

            	
              Stamp
                and Other Taxes

            


    

     

    The
      Manager will pay any stamp and other duties and Taxes (other than income tax
      or
      any similar tax on net income) payable in Australia, the United Kingdom, the
      Republic of Ireland or the United States on or in connection with:

     

    
      	 	
              (a)

            	
              the
                execution, delivery and performance of the Transaction Documents
                or any
                other payment, receipt or other transaction contemplated by the
                Transaction Documents;

            


    

     

    
      	 	
              (b)

            	
              the
                constitution and original issue and delivery of the Class A Offered
                Notes;
                and

            


    

     

    
      	 	
              (c)

            	
              any
                action taken by the Note Trustee or where permitted under this deed
                so to
                do, the Clearing Agency or any Class A Noteowner to enforce or to
                resolve
                any doubts concerning, or for any other purpose in relation to, the
                provisions of the Class A Offered Notes or the Transaction
                Documents.

            


    

     

    The
      Manager must indemnify and keep indemnified the Note Trustee, the Paying Agent,
      the Class A3 Irish Paying Agent, the Calculation Agent, the Note Registrar,
      the Issuer and the Security Trustee against any loss or liability incurred
      or
      suffered by those parties as a result of any delay or failure by the Manager
      to
      pay any such stamp and other duties and Taxes.

     

    
      	 	
              3.6

            	
              Indemnity
                for non-issue

            


    

     

    If
      the
      Issuer is required to issue, or procure the issue of, Definitive Notes following
      an event specified in clause 3.3(a) or clause 3.4(a), (and all conditions
      precedent to such issue have been satisfied) but fails to do so within 30 days
      of delivery to the Issuer of the Book-Entry Notes in accordance with clause
      3.3
      or clause 3.4 then the Issuer shall (subject to clause 45) indemnify the Note
      Trustee and the Class A Offered Noteholders and keep them indemnified, against
      any loss or damage incurred by any of them if the amount received by the Note
      Trustee and the Class A Offered Noteholders is less than the amount that would
      have been received had Definitive Notes been issued within the 30 days referred
      to in this clause 3.6. If the Issuer breaches its obligations under clause
      3.3,
      or 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 Note Trustee and the Class A Offered Noteholders are entitled
      to
      sue the Issuer for specific performance, injunctive relief or other equitable
      relief to enforce the Issuer’s obligations under clause 3.3 or clause 3.4. The
      Manager must promptly advise the Issuer if it becomes actually aware of the
      occurrence of the relevant event and the Issuer shall promptly notify the Note
      Trustee of the relevant event.

     

     

    


    
      
        
          
          

        

        
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              3.7

            	
              Note
                Register and Note
                Registrar

            


    

     

    
      	 	
              (a)

            	
              The
                Note Registrar, on behalf of the Issuer, shall keep or cause to be
                kept
                the Note Register and the Note Registrar will be responsible for
                registering Notes and transfers of Class A Offered Notes as herein
                provided. The Issuer may, with the consent of the Note Trustee, appoint
                another person as Note Registrar. Upon any resignation or removal
                of any
                Note Registrar under this deed, the Issuer with the assistance of
                and at
                the direction of, the Manager shall promptly appoint a successor
                or, if it
                elects not to make such an appointment, assume the duties of the
                Note
                Registrar.

            


    

     

    
      	 	
              (b)

            	
              Upon
                surrender for registration of transfer of any Class A Offered Note
                to the
                Note Registrar, (and, in the case of a Class A1 Note, if the
                requirements of Section 8-401(a) of the Uniform Commercial Code of
                New
                York (the UCC)
                are met), the Issuer shall, at the direction of the Manager, execute
                and
                upon its written request the Principal Paying Agent shall authenticate
                and
                the Class A Offered Noteholder shall obtain from the Note Trustee,
                in the
                name of the designated transferee or transferees, one or more new
                Class A
                Offered Notes, in any authorised denominations, of the same class
                and a
                like aggregate principal amount. The Issuer shall be entitled to
                rely on
                any direction given by the Manager under this clause and shall not
                be
                under any obligation to investigate or query any such
                direction.

            


    

     

    
      	 	
              (c)

            	
              At
                the option of the Class A Offered Noteholder, Class A Offered Notes
                may be
                exchanged for other Class A Offered Notes in any authorised denominations
                and a like aggregate principal amount, upon surrender of the Class
                A
                Offered Notes to be exchanged at such office or agency. Whenever
                any Class
                A Offered Notes are so surrendered for exchange, (and, in the case
                of
                Class A1 Note, if the requirements of Section 8-401(a) of the UCC are
                met) the Issuer shall, at the direction of the Manager, execute,
                and upon
                its written request the Principal Paying Agent shall authenticate
                and the
                Class A Offered Noteholder shall obtain from the Note Trustee, the
                Class A
                Offered Notes which the Class A Offered Noteholder making the exchange
                is
                entitled to receive. The Issuer shall be entitled to rely on any
                direction
                given by the Manager under this clause and shall not be under any
                obligation to investigate or query any such
                direction.

            


    

     

    
      	 	
              (d)

            	
              Every
                Class A Offered Note presented or surrendered for registration of
                transfer
                or exchange shall be:

            


    

     

    
      	 	
              (1)

            	
              duly
                endorsed by, or be accompanied by a written instrument of transfer
                in a
                form satisfactory to the Note Registrar duly executed by, the Class
                A
                Offered Noteholder thereof or such Class A Offered Noteholder’s attorney
                duly authorised in writing, with such signature guaranteed by an
“eligible
                guarantor institution” meeting the requirements of the Note Registrar
                which requirements include membership or participation of Securities
                Transfer Agents SMHL Global Program (Stamp)
                or such other “signature guarantee program” as may be determined by the
                Note Registrar in addition to, or in substitution for Stamp, all
                in
                accordance with the Exchange Act,
                and

            


    

     

    


    
      
        
          
          

        

        
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              (2)

            	
              accompanied
                by such other documents as the Note Registrar may
                require.

            


    

     

    
      	 	
              (e)

            	
              No
                service charge shall be made to a Class A Offered Noteholder for
                any
                registration of transfer or exchange of Class A Offered Notes, but
                the
                Note Registrar may require payment of a sum sufficient to cover any
                Tax or
                other governmental charge that may be imposed in connection with
                any
                registration of transfer or exchange of Class A Offered Notes.
                

            


    

     

    
      	 	
              (f)

            	
              The
                preceding provisions of this clause 3.7 notwithstanding, the Issuer
                shall
                not be required to make and the Note Registrar need not register
                transfers
                or exchanges of Class A Offered Notes, nor the Principal Paying Agent
                be
                required to authenticate any Class A Offered Notes selected for redemption
                for a period of 30 days preceding the due date for any payment with
                respect to the Class A Offered
                Note.

            


    

     

    
      	 	 	 


      	 	
              4

            	
              Covenant
                of Compliance

            


    

     

    
      	 	
              (a)

            	
              The
                Issuer and the Manager covenant with the Note Trustee that they will
                comply with and perform and observe all material provisions of the
                Class A
                Offered Notes and Transaction Documents which are expressed to be
                binding
                on them respectively for the benefit of the Note Trustee or any Class
                A
                Offered Noteholder. 

            


    

     

    
      	 	
              (b)

            	
              The
                Transaction Documents and the Conditions shall be binding on the
                Issuer,
                the Note Trustee and the Class A Offered Noteholders. 

            


    

     

    
      	 	
              (c)

            	
              The
                Note Trustee (or the Class A Offered Noteholders, under clause 6.5,
                as the
                case may be) is entitled to enforce the obligations of the Issuer
                under
                the Class A Offered Notes and the Conditions as if the same were
                set out
                and contained in this deed (which shall be read and construed as
                one
                document with the Notes). The Note Trustee shall hold the benefit
                of this
                covenant for itself and the Class A Noteowners according to its and
                their
                respective interests.

            


    

     

    
      	 	 	 


      	 	
              5

            	
              Cancellation
                of Class A Offered
                Notes 

            


    

     

    
      	 	
              5.1

            	
              Cancellation

            


    

     

    The
      Note
      Registrar shall ensure that all Class A Offered Notes:

     

    
      	 	
              (a)

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

            


    

     

    


    
      
        
          
          

        

        
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              (b)

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

            


    

     

    shall
      be
      cancelled by or on behalf of the Issuer and will execute a certificate and
      deliver same to the Note Trustee stating:

     

    
      	 	
              (a)

            	
              the
                aggregate Outstanding Principal Balance of the Class A Offered Notes
                which
                have been redeemed; and

            


    

     

    
      	 	
              (b)

            	
              the
                serial numbers of such Class A Offered Notes in definitive form (where
                applicable). 

            


    

     

    
      	 	
              5.2

            	
              Records

            


    

     

    The
      Note
      Registrar shall procure:

     

    
      	 	
              (a)

            	
              the
                keeping of a full and complete record of all Class A Offered Notes
                and of
                their redemption, payment, exchange or cancellation (as the case
                may be)
                and of all replacement Class A Offered Notes issued in substitution
                for
                lost, stolen, mutilated, defaced or destroyed Definitive Notes;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                making available at its Specified Office of such records to the Issuer
                and
                the Note Trustee and the Note Registrar on reasonable notice and
                during
                business hours promptly following the Note Trustee’s request or the
                Issuer’s request for the same.

            


    

     

    
      	 	 	 


      	 	
              6

            	
              Enforcement

            


    

     

    
      	 	
              6.1

            	
              Actions
                following Event of Default

            


    

     

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

     

    
      	 	
              (a)

            	
              institute
                any proceedings against the Issuer which are permitted under the
                Transaction Documents;

            


    

     

    
      	 	
              (b)

            	
              enforce
                the security created under the Security Trust Deed (including anything
                set
                out in clause 7.2 of the Security Trust Deed);
                and

            


    

     

    
      	 	
              (c)

            	
              enforce
                repayment of the Class A Offered Notes together with accrued interest
                and
                any other moneys payable to the Note Trustee or the Class A Offered
                Noteholders under the Transaction
                Documents.

            


    

     

    
      	 	
              6.2

            	
              Evidence
                of default

            


    

     

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

     

     

    


    
      
        
          
          

        

        
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              6.3

            	
              Note
                Trustee must receive
                indemnity

            


    

     

    If:

     

    
      	 	
              (a)

            	
              the
                Note Trustee convenes a meeting of the Class A Offered Noteholders,
                or is
                required by the Class A Offered Noteholders to take any action under
                this
                Deed, and advises them that the Note Trustee will not act in relation
                to
                any matter contemplated by this deed unless it is personally indemnified
                by the Class A Offered Noteholders (other than the Note Trustee)
                to its
                reasonable satisfaction against all actions, proceedings, claims
                and
                demands to which it may render itself liable, and all costs, charges,
                damages and expenses which it may incur, in relation to any matter
                contemplated by this deed and put in funds to the extent to which
                it may
                become liable (including costs and expenses);
                and

            


    

     

    
      	 	
              (b)

            	
              the
                Class A Offered Noteholders refuse to grant the requested indemnity
                and
                put the Note Trustee in funds,

            


    

     

    then
      the
      Note Trustee will not be obliged to act in relation to such matter.

     

    In
      those
      circumstances, the Class A Offered Noteholders may exercise such powers as
      they
      determine by Extraordinary Resolution.

     

    
      	 	
              6.4

            	
              Restrictions
                on enforcement

            


    

     

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

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              the
                Note Trustee is of the opinion, reached after considering at any
                time and
                from time to time the advice of a merchant bank or other financial
                adviser
                selected by the Note Trustee (the cost of which advice shall be an
                Expense
                incurred by the Note Trustee under the Transaction Documents for
                the
                purposes of the Master Trust Deed and the Securitisation Fund), 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 6.4(a) relating
                to the
                Securitisation Fund; or

            


    

     

    
      	 	
              (c)

            	
              the
                Note Trustee is so directed by the holders of at least 75% of the
                aggregate Invested Amount of the Class A Offered Notes calculated
                and
                expressed in the A$ Equivalent. 

            


    

     

    
      	 	
              6.5

            	
              Action
                by Noteholders

            


    

     

    Notwithstanding
      any other provision of this deed, if the Note Trustee, having become bound
      to
      take steps and/or proceed under clause 6.1 and/or the Security Trust Deed,
      fails
      to do so within 14 days and such failure is continuing, any of the Class A
      Offered Noteholders may do so, but then only if and to the extent the Class
      A
      Offered Noteholders are able to do so under the Transaction
      Documents.

    

      
        
          
          

        

        
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              7

            	
              Proceedings

            


    

     

    
      	 	
              7.1

            	
              Acting
                only on direction

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              7.2

            	
              Security
                Trustee acting

            


    

     

    
      	 	
              (a)

            	
              Only
                the Security Trustee may enforce the provisions of the Security Trust
                Deed
                and neither the Note Trustee nor any holder of a Class A Offered
                Note is
                entitled to proceed directly against the Issuer to enforce the performance
                of any of the provisions of the Security Trust Deed or of the Class
                A
                Offered Notes (including the Conditions), provided that if the Security
                Trustee having become bound to take steps and/or to proceed under
                the
                Security Trust Deed, fails to do so within a reasonable time and
                such
                failure is continuing, the Note Trustee and/or Class A Offered Noteholders
                (if entitled under clause 6.5 to act in place of the Note Trustee)
                may
                proceed directly against the Issuer to the extent permitted under
                the
                Transaction Documents. 

            


    

     

    
      	 	
              (b)

            	
              The
                Security Trustee shall comply with all directions given to it by
                the Note
                Trustee pursuant to any power to give directions granted to the Note
                Trustee pursuant to this deed or pursuant to the Security Trust Deed,
                provided that the Security Trustee has the power under the Security
                Trust
                Deed to take the action contemplated by the direction and would not incur
                any personal liability in doing so, and the Security Trustee shall
                not be
                liable for all direct and indirect costs, expenses, losses, damages,
                liabilities or actions arising or resulting from any action or conduct
                undertaken or not taken by the Security Trustee or its officers,
                employees
                or agents as a consequence of following those
                directions.

            


    

     

     

    


    
      
        
          
          

        

        
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              7.3

            	
              Note
                Trustee alone entitled to
                act

            


    

     

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

     

    
      	 	
              (a)

            	
              direct
                the Security Trustee to enforce or not to enforce;
                or

            


    

     

    
      	 	
              (b)

            	
              enforce
                the provisions of, 

            


    

     

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

     

    
      	 	
              7.4

            	
              Available
                amounts

            


    

     

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

     

    
      	 	
              (a)

            	
              the
                Issuer will have available to it sufficient cash in the Collection
                Account
                and sufficient Authorised Investments which will mature on or before
                the
                relevant Payment Date after making any other payments or provisions
                having
                priority in order of application under the applicable provisions
                of the
                Supplementary Bond Terms Notice; or

            


    

     

    
      	 	
              (b)

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

            


    

     

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

     

    
      	 	
              7.5

            	
              No
                obligation to ensure
                compliance

            


    

     

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

     

    
      	 	
              7.6

            	
              Conflict
                of interests

            


    

     

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

     

    
      	 	
              7.7

            	
              Note
                Trustee may enforce

            


    

     

    The
      Note
      Trustee has the power, subject to clause 45:

     

    
      	 	
              (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 Offered Note when
                and as
                the same shall become due and payable, which default has continued
                for a
                period of 10 days, to recover judgement, in its own name and as trustee
                for the Class A Offered Noteholders, against the Issuer for the whole
                amount of such principal and interest remaining unpaid;
                and

            


    

     

    


    
      
        
          
          

        

        
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              (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 Note Trustee
                and
                the Class A Offered Noteholders allowed in any judicial proceedings
                in
                relation to the Issuer; and

            


    

     

    
      	 	
              (c)

            	
              (Enforce
                Rights):
                if an Event of Default occurs and is subsisting, to proceed, to protect
                and enforce its right and the rights of the Class A Offered Noteholders
                by
                such appropriate judicial proceedings as the 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 7.7 is to be construed as requiring the Note Trustee
      to
      take any such action unless it has been directed to do so by the holders of
      at
      least 75% of the aggregate Invested Amount of the Class A Offered Notes
      calculated and expressed in the A$ Equivalent and has been indemnified or put
      in
      funds to its satisfaction by the Class A Offered Noteholders against any
      liability that it may incur as a result of taking such action. 

     

    If
      the
      Note Trustee takes any action to enforce any of the provisions of the Class
      A
      Offered Notes, proof that as regards any Class A Offered Note the Issuer has
      not
      paid any principal or interest due in respect of that Class A Offered 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 Offered Notes in respect
      of
      which the relevant payment is then due.

     

    
      	 	 	 


      	 	
              8

            	
              Notice
                of Payment

            


    

     

    The
      Principal Paying Agent shall give notice to the Class A Offered Noteholders
      in
      accordance with Condition 12 of the day fixed for any payment to them of amounts
      received by the Note Trustee under clause 12 of the Security Trust Deed. Those
      payments may be made in accordance with Condition 6 and payment of those amounts
      by the Note Trustee to the Principal Paying Agent for that purpose shall be
      a
      good discharge to the Note Trustee.

     

    
      	 	 	 


      	 	
              9

            	
              Investment
                by Note Trustee

            


    

     

    Any
      amount which, under the Note Trust ought to or may be invested by the Note
      Trustee, may be invested in the name or under the control of the Note Trustee
      at
      the written direction of the Manager in any Authorised Investments. The Note
      Trustee shall not be liable for the selection of investments or for investment
      losses incurred thereon in the absence of fraud, negligence or wilful default
      on
      its part.

     

    

      
        
          
          

        

        
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              10

            	
              Partial
                Payments

            


    

     

    In
      the
      case of Definitive Notes, on any payment of amounts received by the Note Trustee
      under clause 12 of the Security Trust Deed (other than the payment in full
      against surrender of a Definitive Note), the Definitive Note in respect of
      which
      such payment is made shall be produced to the Note Trustee or the Paying Agent
      by or through whom such payment is made and the Note Trustee shall, or shall
      cause the Paying Agent to, enface on the Definitive Note a memorandum of the
      amount and the date of payment, but the Note Trustee may in any particular
      case
      dispense with that production and enfacement upon the Issuer certifying to
      the
      Note Trustee that an indemnity has been given to the Issuer by the recipient
      of
      the payment as the Issuer considers sufficient and the Note Trustee shall be
      entitled to rely on such certification.

    
       

      
        	 	 	 


      

    

    
      	 	
              11

            	
              Covenants
                by the Issuer and Manager

            


    

     

    
      	 	
              11.1

            	
              Undertakings

            


    

     

    Each
      of
      the Issuer and the Manager undertakes to the Note Trustee, on behalf of the
      Class A Offered Noteholders, and the Manager undertakes to the Issuer, in the
      case of clauses 11.1(q), (r) and (s), as follows in relation to the
      Securitisation Fund for so long as any of the Class A Offered Notes remain
      outstanding (except to the extent that the Note Trustee otherwise consents
      in
      accordance with this deed).

     

    
      	 	
              (a)

            	
              (Master
                Trust Deed covenants)
                It will comply with its covenants in the Master Trust
                Deed.

            


    

     

    
      	 	
              (b)

            	
              (Transaction
                Documents)

            


    

     

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

            	
              It
                shall not amend any Transaction Document in so far as any such amendment
                affects or relates to the Securitisation Fund without the prior consent
                of
                the Note Trustee, other than in the circumstances contemplated in
                clause
                35.1.

            


    

     

    
      	 	
              (c)

            	
              (Assistance)
                It will provide to the Note Trustee 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 in relation to the Fund, as the
                Note
                Trustee may reasonably require to enable the Note Trustee to perform
                its
                duties and functions under this
                deed.

            


    

     

    
      	 	
              (d)

            	
              (Notify
                Events of Default)

            


    

     

    
      	 	
              (1)

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

            


    

     

    


    
      
        
          
          

        

        
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              (2)

            	
              In
                addition to its obligations under clause 11.1(d)(1), the Manager
                will
                confirm to the Note Trustee in an Officer’s Certificate, to be provided on
                each anniversary of this deed:

            


    

     

    
      	 	
              (A)

            	
              whether
                or not the Manager is aware that any Event of Default, Trustee’s Default
                or Manager’s Default has occurred and give reasonable details of that
                event; and

            


    

     

    
      	 	
              (B)

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

            


    

     

    
      	 	
              (e)

            	
              (Maintenance
                of Office or Agency)
                The Manager on behalf of the Issuer will maintain in the Borough
                of
                Manhattan, The City of New York, United States of America, an office
                or
                agency where Class A1 Notes which are Class A1 Definitive Notes
                may be surrendered for registration of transfer or exchange and will
                maintain in London, United Kingdom, an office or agency where
                Class A2 Notes which are Class A2 Definitive Notes may be
                surrendered for registration of transfer or exchange. The Issuer
                hereby
                initially appoints the Note Registrar to serve as its agent for the
                foregoing purposes in respect of the Class A Offered Notes. The Manager
                will give prompt written notice to the Note Trustee of the location,
                and
                of any change in the location, of any such office or agency. If at
                any
                time the Issuer shall fail to maintain any such office or agency
                or shall
                fail to furnish the Note Trustee with the address thereof, such
                surrenders, notices and demands may be made or served at the Corporate
                Trust Office, and the Issuer hereby appoints the Note Trustee as
                its agent
                to receive all such surrenders.
                The Note Registrar and the Note Trustee shall act solely for, and
                as agent
                of, the Issuer and shall not have any obligations towards or relationship
                or agency or trust with any other person in respect of its appointment
                under this clause 11.1(e). 

            


    

     

    
      	 	
              (f)

            	
              (Calculation
                Agent)
                It will procure that, so long as any of the Class A Offered Notes
                remain
                outstanding, there will at all times be a Calculation
                Agent.

            


    

     

    
      	 	
              (g)

            	
              (Change
                to Paying Agents or Calculation Agent)
                It will give notice to the Noteholders in accordance with this deed
                and
                Condition 12 of:

            


    

     

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

            	
              any
                change to any Paying Agent’s Paying Office;
                or

            


    

     

    
      	 	
              (3)

            	
              any
                change to the Calculation Agent’s Specified Office.
                

            


    

     

    
      	 	
              (h)

            	
              (Annual
                Financial Statements)
                In the case of the Manager only, it will deliver to the Note Trustee,
                within 180 days after the end of each fiscal year of the Securitisation
                Fund (the first such fiscal year commencing on 1 July, 2006), the
                financial statements of the Securitisation Fund. Such statements
                shall be
                audited by the Issuer’s Auditors and shall be prepared in such form as
                will comply with all relevant legal and accounting
                requirements.

            


    

     

    


    
      
        
          
          

        

        
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              (i)

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

            


    

     

    
      	 	
              (j)

            	
              (Annual
                Statement as to Compliance)
                The Issuer (or the Manager on its behalf) will deliver to the Note
                Trustee, within 120 days after the end of each fiscal year of the
                Securitisation Fund (the first such fiscal year commencing on 1 July,
                2006), and otherwise in compliance with the requirements of section
                314(a)(4) of the TIA, an Officer’s Certificate stating that: 

            


    

     

    
      	 	
              (1)

            	
              a
                review of the activities of the Issuer in respect of the Securitisation
                Fund during such year and of performance under the Transaction Documents
                has been made under supervision of the person signing the Officer’s
                Certificate (the Signatory);
                and

            


    

     

    
      	 	
              (2)

            	
              to
                the best of the knowledge of the Signatory, based on the review referred
                to in clause 11.1(j)(1), the Issuer has complied with all conditions
                and
                covenants under the Transaction Documents throughout the relevant
                year,
                or, if there has been a default in the compliance of any such condition
                or
                covenant, specifying each such default known to the Signatory of
                the
                nature and status of the default.

            


    

     

    For
      the
      purposes of this clause 11.1(j) compliance shall be determined without regard
      to
      any period of grace or requirement of notice under the Transaction
      Documents.

     

    
      	 	
              (k)

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

            


    

     

    Within
      120 days after the end of each fiscal year commencing on 1 July, 2006,
      the Issuer (or the Manager on its behalf) shall furnish to the Note Trustee
      an
      Opinion of Counsel (who may be counsel for the Issuer) either stating that
      in
      the opinion of such counsel such action has been taken with respect to the
      recording, filing, re-recording, and refiling of the Security Trust Deed and
      any
      other requisite documents as is necessary to maintain the Security Interest
      created by the Security Trust Deed, and reciting the details of such action,
      or
      stating that in the opinion of such counsel no such action is necessary to
      maintain such Security Interest.

     

    
      	 	
              (l)

            	
              In
                addition, the Issuer shall procure that an Opinion of Counsel is
                provided
                by its counsel as to the due validity and enforceability of the
                Transaction Documents against the Issuer and the Security
                Trustee.

            


    

     

     

    


    
      
        
          
          

        

        
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              (m)

            	
              (Noteholders
                Report)

            


    

     

    
      	 	
              (1)

            	
              The
                Manager shall deliver to the Issuer, the Note Trustee and the Principal
                Paying Agent by not later than two Banking Days prior to each Monthly
                Payment Date the Noteholders Report for the related Monthly Calculation
                Period, with written instructions for the Note Trustee and the Principal
                Paying Agent to forward the Noteholders Report to each Class A Offered
                Noteholder.

            


    

     

    
      	 	
              (2)

            	
              Each
                Noteholders Report shall contain the information set out in Schedule
                2.

            


    

     

    
      	 	
              (n)

            	
              (Change
                of Manager)
                It will, in the case of the Issuer only, promptly notify the Note
                Trustee
                of any retirement or replacement of the Manager pursuant to clause
                14 of
                the Master Trust Deed and of the appointment of a replacement
                Manager.

            


    

     

    
      	 	
              (o)

            	
              (Transaction
                Documents)
                It will, in the case of the Manager only, provide to the Note Trustee,
                on
                or prior to the issue of any of the Class A Offered Notes (Issue
                Date),
                one copy of each Transaction Document as at that Issue Date and provide
                to
                the Note Trustee a copy of each Transaction Document which is material
                to
                the interests of the Note Trustee and the Noteholders executed after
                that
                Issue Date promptly after its
                execution.

            


    

     

    
      	 	
              (p)

            	
              (Paying
                Agents)
                The Manager will ensure that each Paying Agent agrees, as a term
                of its
                appointment, to hold on account for the benefit of the Class A Offered
                Noteholders or the Note Trustee all sums held by such Paying Agent
                for the
                payment of the principal of or interest on the Class A Offered Notes
                and
                to promptly give to the Note Trustee notice of any default by the
                Issuer
                (without regard to any grace period) in the making of any such
                payment.

            


    

     

    
      	 	
              (q)

            	
              (Listing
                of Class A2 Notes)
                The Manager will procure that the Class A2 Notes are listed on the
                Official List of the Irish Stock Exchange and are admitted to trading
                on
                the regulated market of the Irish Stock Exchange upon issue and will
                use
                reasonable endeavours to ensure compliance by the Issuer with the
                continuing obligations arising under the rules and requirements of
                the
                Irish Stock Exchange for so long as the Class A2 Notes are listed and
                traded on the Irish Stock Exchange and the rules of the Irish Stock
                Exchange so require.

            


    

     

    
      	 	
              (r)

            	
              (Information
                to Irish Stock Exchange)
                The Manager will provide to the Irish Stock Exchange all information
                required because of the rules and requirements of the Irish Stock
                Exchange
                for so long as the Class A2 Notes are listed and traded on the Irish
                Stock Exchange and the rules of the Irish Stock Exchange so
                require.

            


    

     

    
      	 	
              (s)

            	
              (Documents
                to Irish Paying Agent)
                The Manager will provide to the Irish Paying Agent sufficient copies
                of
                all documents required by the Irish Stock Exchange, with respect
                to the
                Class A2 Notes, (for so long as the Class A2 Notes are listed
                and traded on the Irish Stock Exchange and the rules of the Irish
                Stock
                Exchange so require) to be available to the Class A2 Noteholders for
                issue or inspection (including the Master Trust Deed and the Supplementary
                Bond Terms Notice).

            


    

     

     

    


    
      
        
          
          

        

        
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              11.2

            	
              Representations
                and warranties

            


    

     

    The
      Issuer and the Manager hereby confirm for the benefit of the Note Trustee and
      the Class A Offered Noteholders the representations and warranties provided
      by
      each of them under clause 5.1 and 5.2 respectively of the Security Trust Deed.
      For the purposes of this warranty, all references in clauses 5.1 and 5.2 of
      the
      Security Trust Deed to “this deed” shall refer to the Note Trust
      Deed.

     

    
      	 	
              11.3

            	
              Undertakings
                to Class A3 Irish Paying
                Agent

            


    

     

    The
      Manager undertakes to the Class A3 Irish Paying Agent and the Issuer as
      follows:

     

    
      	 	
              (a)

            	
              (Listing
                of Class A3 Notes)
                it will procure that the Class A3 Notes are listed on the Official
                List of the Irish Stock Exchange and are admitted to trading on the
                regulated market of the Irish Stock Exchange upon issue and will
                use
                reasonable endeavours to ensure compliance by the Issuer with the
                continuing obligations arising under the rules and requirements of
                the
                Irish Stock Exchange for so long as the Class A3 Notes are listed and
                traded on the Irish Stock Exchange and the rules of the Irish Stock
                Exchange so require;

            


    

     

    
      	 	
              (b)

            	
              (Information
                to Irish Stock Exchange)
                it will provide to the Irish Stock Exchange all information required
                because of the rules and requirements of the Irish Stock Exchange
                for so
                long as the Class A3 Notes are listed and traded on the Irish Stock
                Exchange and the rules of the Irish Stock Exchange so require;
                and

            


    

     

    
      	 	
              (c)

            	
              (Documents
                to Class A3 Irish Paying Agent)
                it will provide to the Class A3 Irish Paying Agent sufficient copies
                of all documents required by the Irish Stock Exchange , with respect
                to
                the Class A3 Notes, (for so long as the Class A3 Notes are
                listed and traded on the Irish Stock Exchange and the rules of the
                Irish
                Stock Exchange so require) to be available to the Class A3
                Noteholders for issue or inspection (including the Master Trust Deed
                and
                the Supplementary Bond Terms
                Notice).

            


    

    
       

      
        	 	 	 


      

    

    
      	 	
              12

            	
              Remuneration
                of Note Trustee, Principal Paying Agent, Calculation Agent and Note
                Registrar

            


    

     

    
      	 	
              12.1

            	
              Fee

            


    

     

    The
      Issuer shall pay to the Note Trustee, the Principal Paying Agent, the Irish
      Paying Agent, the Class A3 Irish Paying Agent, the Calculation Agent and
      the Note Registrar the respective fees agreed between each such party and the
      Manager from time to time.

     

    
      	 	
              12.2

            	
              Additional
                Remuneration

            


    

     

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

     

    


    
      
        
          
          

        

        
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    In
      the
      event of the Note Trustee, the Issuer and the Manager failing to agree on such
      additional remuneration, such remuneration shall be determined by a merchant
      or
      investment bank (acting as an expert and not as an arbitrator) selected by
      the
      Note Trustee and approved by the Manager or, failing such approval, nominated
      (on the application of the Note Trustee or the Manager) 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 paid by the
      Issuer (which payments are an Expense for the purposes of the Master Trust
      Deed)
      and the determination of any such merchant or investment bank shall be final
      and
      binding upon the Note Trustee, the Manager and the Issuer and shall be payable
      by the Issuer to the Note Trustee. 

     

    Any
      fee
      payable under this clause 12.2 and the Issuer’s share of any costs payable to
      any expert in accordance with this clause 12.2 shall be an Expense as defined
      in
      the Master Trust Deed.

     

    
      	 	
              12.3

            	
              Costs,
                expenses

            


    

     

    
      	 	
              (a)

            	
              Subject
                to clause 50.8, the Issuer shall also reimburse, pay or discharge
                all
                reasonable costs, charges, liabilities and expenses and any stamp
                and
                other Taxes (other than income tax) or duties incurred by the Note
                Trustee
                (or the Class A Offered Noteholders acting under clause 6.5 (as the
                case
                may be)), the Irish Paying Agent, each other Paying Agent, the
                Class A3 Irish Paying Agent, the Calculation Agent and the Note
                Registrar in connection with properly undertaking its duties under
                the
                Transaction Documents and in connection with any legal proceedings
                brought
                by the Note Trustee (or the Class A Offered Noteholders acting under
                clause 6.5 (as the case may be)), the Irish Paying Agent, each other
                Paying Agent, the Class A3 Irish Paying Agent, the Calculation Agent
                or the Note Registrar to enforce any obligation under this deed or
                the
                Class A Offered Notes or any other Transaction Documents. Without
                limiting
                any right of indemnity available by law to the Note Trustee, the
                Note
                Trustee is entitled to be indemnified from the Securitisation Fund
                for and
                against all such costs, charges, liabilities and expenses and any
                stamp
                and other taxes (other than income tax) or duties. The Note Trustee,
                the
                Irish Paying Agent, each other Paying Agent, the Class A3 Irish
                Paying Agent, the Calculation Agent and the Note Registrar shall
                not be
                reimbursed for any overhead or general operating expenses which it
                incurs.

            


    

     

    
      	 	
              (b)

            	
              Without
                prejudice to the right of indemnity by law given to trustees, to
                the
                extent the Issuer is itself entitled to be indemnified, and subject
                to
                clause 45, the Issuer indemnifies the Note Trustee (or the Class
                A Offered
                Noteholders acting under clause 6.5 (as the case may be)) and every
                other
                person properly appointed by it or any of them under this deed from
                and
                against all liabilities, losses, damages, costs, expenses, actions,
                proceedings, claims and demands incurred by or made against it or
                him in
                the execution of the Note Trust or of their powers or in respect
                of any
                matter or thing done or omitted in any way relating to this deed
                (other
                than arising from any fraud, negligence or wilful default by the
                Note
                Trustee or that person).

            


    

     

     

    


    
      
        
          
          

        

        
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              12.4

            	
              Overdue
                rate

            


    

     

    All
      sums
      payable by the Issuer under clauses 12, 29, 47 and 50.8 shall be payable by
      the
      Issuer on the next Payment Date in the order set out in the Supplementary Bond
      Terms Notice or (if applicable) the Security Trust Deed and shall carry interest
      at the rate of LIBOR plus 2% from the due date. Any amount payable shall carry
      interest at that rate from the due date to the date of actual
      payment.

     

    
      	 	
              12.5

            	
              Continuing
                obligation

            


    

     

    Unless
      otherwise specifically stated in any discharge relating to this deed, the
      provisions of this clause 12 shall continue in full force and effect
      notwithstanding such discharge, and even if the Note Trustee has ceased to
      be
      the Note Trustee for any reason, including but not limited to those contemplated
      in clause 39.

     

    
      	 	
              12.6

            	
              Goods
                and services tax (GST)

            


    

     

    
      	 	
              (a)

            	
              Subject
                to clause 12.6(b), all amounts referred to in this deed which are
                relevant
                in determining a payment to be made by one party to another are exclusive
                of GST unless specifically indicated
                otherwise.

            


    

     

    
      	 	
              (b)

            	
              If
                a party to this agreement is entitled to be indemnified or reimbursed
                for
                any cost or expense incurred by that party, then the indemnity or
                reimbursement will be calculated by reference to the GST-exclusive
                amount
                of that cost or expense, increased by an amount equal to that part
                of the
                cost or expense for which the party is not entitled to an input tax
                credit
                but would be if it were entitled to a full input tax credit. For
                the
                avoidance of doubt, the amount calculated under this clause 12.6(b)
                is a
                GST-exclusive amount.

            


    

     

    
      	 	
              (c)

            	
              If
                GST is levied or imposed on a supplier in respect of any supply made
                under
                or in connection with this deed for which the consideration is a
                monetary
                payment, then the consideration provided for that supply is increased
                by
                an amount equal to the consideration multiplied by the rate at which
                that
                GST is levied or imposed. This additional amount is payable to the
                party
                with the liability to remit GST in the manner and at the time when
                the
                consideration to which it relates is payable. For the avoidance of
                doubt,
                if GST is levied or imposed on the recipient of a supply under or
                in
                connection with this deed, then no additional amount is payable under
                this
                clause 12.6(c).

            


    

     

    If
      an
      amount of consideration for a supply is denominated in a currency other than
      Australian dollars, then the increase in the consideration calculated under
      clause 12.6(c) will be payable in the same currency as the consideration to
      which it relates.

     

    
      	 	
              (d)

            	
              The
                recipient of any consideration for a supply (whether in money or
                otherwise) must provide to the other part a GST tax invoice (or any
                other
                thing required under any legislation) in the form required by the
                A New
                Tax System (Goods and Services Tax) Act
                1999.

            


    

     

    
      	 	
              (e)

            	
              Where
                an “adjustment event”, as defined in the A New Tax System (Goods and
                Services Tax) Act 1999 occurs under this agreement, the parties shall
                do
                all things necessary to ensure that the adjustment event may be
                appropriately recognised, including the issue of an “adjustment note”, as
                that term is defined in that Act.

            


    

     

     

    


    
      
        
          
          

        

        
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              12.7

            	
              Currency
                and VAT

            


    

     

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

    
       

      
        	 	 	 


      

    

    
      	 	
              13

            	
              Note
                Trustee

            


    

     

    
      	 	
              13.1

            	
              Preferential
                collection of claims against Note
                Trustee

            


    

     

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

     

    
      	 	
              13.2

            	
              Duties
                of Note Trustee

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              Except
                while an Event of Default subsists:

            


    

     

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (1)

            	
              this
                paragraph does not limit the effect of paragraph (b) of this clause
                13.2;
                and

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (d)

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

            


    

     

     

    


    
      
        
          
          

        

        
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              13.3

            	
              Obligations
                of Note Trustee

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              If
                the Note Trustee is entitled under the Master Trust Deed or the Security
                Trust Deed to vote at any meeting on behalf of Class A Offered
                Noteholders, the Note Trustee must, subject to clause 7.1(a), vote
                in
                accordance, where applicable, with the directions of the Class A
                Offered
                Noteholders (whether or not solicited and whether or not all Class
                A
                Offered Noteholders have provided such directions) and otherwise
                in its
                absolute discretion.

            


    

     

    
      	 	
              13.4

            	
              Notice
                of Defaults

            


    

     

    
      	 	
              (a)

            	
              If
                an Event of Default occurs and is subsisting and the Note Trustee
                is
                actually aware of that Event of Default, the Note Trustee shall mail
                to
                each Class A Offered Noteholder notice of the Event of Default within
                90
                days after becoming aware of such an Event of
                Default.

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              13.5

            	
              Rights
                of Note Trustee

            


    

     

    
      	 	
              (a)

            	
              The
                Note Trustee may conclusively rely on any document believed by it
                to be
                genuine and to have been signed or presented by the proper person.
                The
                Note Trustee need not investigate any fact or matter stated in the
                document. The 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 or persons whose signature it purports to
                be or
                on whose behalf it purports to be made unless the Note Trustee has
                actual
                notice of such matters.

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

            	
              No
                provision of this deed or any other Transaction Document shall require
                the
                Note Trustee to expend or risk its own funds or otherwise incur financial
                liability in the performance of any of its duties hereunder or in
                the
                exercise of any of its rights or powers, if it shall have reasonable
                grounds to believe that repayment of such funds or indemnity satisfactory
                to it against such risk or liability is not assured to it. Except
                for the
                obligations imposed on it under this deed, the Class A Offered Notes
                or
                any other Transaction Document, the Note Trustee is not obliged to
                do or
                omit to do any thing, including entering into any transaction or
                incurring
                any liability unless the Note Trustee’s liability, is limited in a manner
                satisfactory to the Note Trustee in its absolute
                discretion.

            


    

     

    


    
      
        
          
          

        

        
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              (d)

            	
              The
                Note Trustee shall not be responsible for and makes no representation
                as
                to the validity or adequacy of this deed or the Class A Offered Notes
                or
                any Transaction Document, shall not be accountable for the Issuer’s use of
                the proceeds from the Class A Offered Notes and shall not be responsible
                for any statement of the Issuer in this deed or in any document issued
                in
                connection with the sale of the Class A Offered Notes or in the Class
                A
                Offered Notes 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 in each case with respect to itself or
                to the
                extent specifically provided in this deed or such Transaction Document.
                The 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).

            


    

     

    
      	 	
              (e)

            	
              The
                Note Trustee may in relation to this deed act on the advice or opinion
                of
                or any information obtained from any lawyer, valuer, accountant,
                banker,
                broker, credit-rating agency, lead manager or other expert whether
                obtained by the Issuer, the Note Trustee, the Manager, the Mortgage
                Manager or otherwise. The Note Trustee will not be responsible for
                any
                loss occasioned by so acting and in reliance on such
                advice.

            


    

     

    
      	 	
              (f)

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

            


    

     

    
      	 	
              (g)

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

            


    

     

    
      	 	
              (h)

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

            


    

     

    


    
      
        
          
          

        

        
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              (i)

            	
              The
                Note Trustee shall not be responsible for the receipt or application
                of
                the proceeds of the issue of any of the Class A Offered Notes (except
                to
                the extent specifically provided in this deed) or any moneys borrowed
                by
                the Issuer under any Transaction Document or the transfer or cancellation
                of any Class A Offered Note or exchange of any Book-Entry Note for
                any
                other Book-Entry Note or Definitive Note, as the case may
                be.

            


    

     

    
      	 	
              (j)

            	
              Except
                as otherwise provided in this deed or any other Transaction Documents
                to
                which it is a party, the Note Trustee shall not be bound to give
                notice to
                any person of the execution of this deed or any of the Transaction
                Documents or any transaction contemplated hereby or thereby or to
                take any
                steps to ascertain whether any Event of Default has happened and,
                until it
                has actual knowledge or express notice to the contrary, the Note
                Trustee
                is entitled to assume that no Event of Default has happened and that
                the
                Issuer and each other party to any Transaction Document is observing
                and
                performing all the obligations on its part contained in the Class
                A
                Offered Notes and under this deed or, as the case may be, the Security
                Trust Deed or any other Transaction Document to which it is a party
                and
                need not inquire whether that is, in fact, the case (but nothing
                in this
                clause 13.5(j) is to be construed as limiting the Note Trustee’s right to
                make such inquiries in its discretion, and to exercise its power
                under
                this deed to do so).

            


    

     

    
      	 	
              (k)

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

            


    

     

    
      	 	
              (l)

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

            


    

     

    
      	 	
              (m)

            	
              The
                Note Trustee shall not (unless and to the extent ordered so to do
                by a
                court of competent jurisdiction) be required to consider or disclose
                to
                any Class A Offered Noteholder or any Secured Creditor, any information
                made available to the Note Trustee by the Issuer or any other person
                in
                connection with the Note Trust and no Class A Offered Noteholder
                shall be
                entitled to take any action to obtain from the Note Trustee any such
                information.

            


    

     

    


    
      
        
          
          

        

        
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              (n)

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

            


    

     

    
      	 	
              (o)

            	
              Subject
                to clauses 6.4 and 7.4, the Note Trustee may certify in good faith
                whether
                or not any of the events set out in paragraphs (b) to (d) of Condition
                9
                or any breach under clause 7 of the Security Trust Deed is in its
                opinion
                materially prejudicial to the interests of the relevant Class A Offered
                Noteholders and may certify, in relation to the event set out in
                paragraph
                (a) of Condition 9 in relation to any payment of interest on the
                Class A
                Offered Notes that the Issuer had, on the due date for payment of
                the
                amount of interest in question, sufficient cash to pay, in accordance
                with
                the provisions of the Supplementary Bond Terms Notice or the Security
                Trust Deed, all interest (after payment of all sums which are permitted
                under the Supplementary Bond Terms Notice or the Security Trust Deed
                to be
                paid in priority to or pari passu with them) and that certificate
                shall be
                conclusive and binding upon the Issuer and the Class A Offered
                Noteholders. The Note Trustee shall have no liability to the Issuer,
                any
                Class A Offered Noteholder or any other person in relation to any
                such
                certificate or in relation to any delay or omission in providing
                such
                certificate. In giving any certificate relating to paragraph (a)
                of
                Condition 9, the Note Trustee may rely on any determination made
                by any
                Independent accountants of recognised standing in Australia and any
                such
                determination shall be conclusive and binding on the Issuer and the
                Class
                A Offered Noteholders. The Issuer shall pay the Note Trustee’s reasonable
                costs and expenses of providing the certificate at the times specified
                in
                the Supplementary Bond Terms
                Notice.

            


    

     

    
      	 	
              (p)

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

            


    

     

    
      	 	
              (q)

            	
              The
                Note Trustee shall not be bound or concerned to examine or enquire
                into
                nor is it liable for any failure, omission or defect in or filing
                or
                procuring registration or filing of or otherwise protecting or perfecting
                the Security Trust Deed or the Charged Property or any other security
                or
                failure to call for delivery of documents of title to the Charged
                Property
                or any other security or to require any further assurances in relation
                to
                any property or assets comprised in the Charged Property or any other
                security. The 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.

            


    

     

    


    
      
        
          
          

        

        
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              (r)

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

            


    

     

    
      	 	
              (s)

            	
              The
                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 Collection
                Account, from time to time however caused (including any bank, broker,
                depository, warehouseman or other intermediary or any clearing system
                or
                its operator acting in accordance with or contrary to the terms of
                any of
                the Transaction Documents or otherwise), unless that loss is occasioned
                by
                the fraud, negligence, default or wilful default of the Note
                Trustee.

            


    

     

    
      	 	
              (t)

            	
              The
                Note Trustee has no responsibility whatsoever to the Issuer or any
                Class A
                Offered Noteholder as regards any deficiency or additional payment,
                as the
                case may be, which might arise because the Note Trustee or the Issuer
                is
                subject to any Tax in respect of that payment, the Charged Property,
                the
                Security Trust Deed, this deed, or any other security or any income
                or any
                proceeds from them.

            


    

     

    
      	 	
              (u)

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

            


    

     

    
      	 	
              (v)

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

            


    

     

    
      	 	
              (1)

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

            


    

     

    


    
      
        
          
          

        

        
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              (2)

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

            


    

     

    
      	 	
              (3)

            	
              the
                title, ownership, value, sufficiency or existence of any Land, mortgaged
                property or any Mortgage Insurance
                Policy;

            


    

     

    
      	 	
              (4)

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

            


    

     

    
      	 	
              (5)

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

            


    

     

    
      	 	
              (6)

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

            


    

     

    
      	 	
              (7)

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

            


    

     

    
      	 	
              (8)

            	
              the
                title of the Issuer to any Mortgage, Loan or other Charged
                Property;

            


    

     

    
      	 	
              (9)

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

            


    

     

    
      	 	
              (10)

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

            


    

     

    
      	 	
              (11)

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

            


    

     

    


    
      
        
          
          

        

        
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              (12)

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

            


    

     

    
      	 	
              (13)

            	
              any
                accounts, books, records or files maintained by any Mortgage Manager,
                the
                Issuer, the Manager or any other person in respect of any of the
                Mortgages
                or Loans; or

            


    

     

    
      	 	
              (14)

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

            


    

     

    
      	 	
              (w)

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

            


    

     

    
      	 	
              (x)

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

            


    

     

    
      	 	
              (y)

            	
              In
                connection with the exercise by it of any trusts, powers, authorities
                and
                discretions under this deed or any other Transaction Documents (including,
                without limitation, any modification, waiver, authorisation or
                determination), the Note Trustee must where it is required to have
                regard
                to the interests of the Class A Offered Noteholders, have regard
                to the
                general interests of the Class A Offered Noteholders as a class.
                The Note
                Trustee will not incur any liability to any Class A Offered Noteholder
                as
                a result of the Note Trustee giving effect to this clause
                13.5(y).

            


    

     

    
      	 	
              (z)

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

            


    

     

    
      	 	
              (aa)

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

            


    

     

    


    
      
        
          
          

        

        
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              (bb)

            	
              The
                Note Trustee acknowledges that the Manager is responsible, under
                the
                Supplementary Bond Terms Notice, for calculating all amounts referred
                to
                in clause 6 of the Supplementary Bond Terms Notice and the Note Trustee
                has no liability in respect of these
                calculations.

            


    

     

    
      	 	
              (cc)

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

            


    

     

    
      	 	
              (dd)

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

            


    

     

    
      	 	
              (ee)

            	
              The
                Note Trustee will not be responsible for having acted in good faith
                upon a
                direction purporting to have been given by the holders of at least
                75% of
                the aggregate Invested Amount of the Class A Offered Notes calculated
                and
                expressed in the A$ Equivalent even though it may subsequently be
                found
                that for any reason such direction was not valid or binding upon
                the Note
                Trustee, other than as a result of fraud, negligence or wilful
                default.

            


    

     

    
      	 	
              (ff)

            	
              The
                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:

            


    

     

    
      	 	
              (1)

            	
              any
                information, report, balance sheet, profit and loss account, certificate
                or statement suppled 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;

            


    

     

    
      	 	
              (2)

            	
              any
                information or statement provided to it in relation to the Class
                A Offered
                Notes, the Class A Offered Noteholders or the Class A Noteowners
                by the
                Clearing Agency or its nominee;

            


    

     

    


    
      
        
          
          

        

        
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              (3)

            	
              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 Supplementary Bond Terms
                Notice;

            


    

     

    
      	 	
              (4)

            	
              all
                accounts supplied to the Note Trustee pursuant to this deed and all
                reports of the Auditor supplied to the Note Trustee pursuant to this
                deed;
                and

            


    

     

    
      	 	
              (5)

            	
              notices
                and other information supplied to the Note Trustee under this
                deed;

            


    

     

    save,
      in
      each case, when it is actually aware that the information supplied pursuant
      to
      clauses 13.5(ff)(1) to (5) is actually incorrect or incomplete.

     

    
      	 	
              (gg)

            	
              The
                Note Trustee may, whenever it thinks it expedient in the interests
                of the
                Class A Offered 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
                Offered
                Noteholder, the Issuer or the
                Manager.

            


    

     

    
      	 	
              (hh)

            	
              Subject
                to this deed, any applicable laws and any duty of confidentiality
                owed to
                any other person, the Note Trustee may, for the purpose of meeting
                its
                obligations under this Deed, disclose to any Class A Offered Noteholder
                any confidential, financial or other information made available to
                the
                Note Trustee by any person in connection with this
                deed.

            


    

     

    
      	 	
              (ii)

            	
              The
                Note Trustee, as between itself and the Class A Offered 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 Note
                Trustee,
                will be conclusive and will bind the Note Trustee and the Class A
                Offered
                Noteholders.

            


    

     

    
      	 	
              (jj)

            	
              The
                Note Trustee may (but is not obliged to) give (or request that the
                Manager
                give) each Designated Rating Agency 5 Banking Days’ prior notice (or such
                other period agreed between the Note Trustee and each Designated
                Rating
                Agency) of its intention to exercise any power, trust, authority,
                duty or
                discretion under or in relation to the Class A Offered Notes, this
                deed or
                any other Transaction Document. If such notice has been given and
                each
                Designated Rating Agency has confirmed to the Note Trustee that such
                exercise will not adversely affect the rating or credit assessment
                then
                assigned by it to the Class A Offered Notes,
                the Note Trustee shall be entitled to take into account such confirmation
                when determining whether such exercise will be materially prejudicial
                to
                the interest of the Class A Offered
                Noteholders.

            


    

     

    
      	 	
              (kk)

            	
              Each
                Class A Offered 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 Securitisation Fund and the Note Trustee does not at any time
                have any
                responsibility for the same and no Class A Offered Noteholder may
                rely on
                the Note Trustee in respect of such appraisal and
                investigation.

            


    

     

    


    
      
        
          
          

        

        
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              (ll)

            	
              In
                the event of any dispute or ambiguity as to the construction or
                enforceability of this deed or any other Transaction Document, or
                the 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
                Offered Noteholders, provided the Note Trustee is using reasonable
                endeavours to resolve such ambiguity or dispute, the 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.

            


    

     

    
      	 	
              13.6

            	
              Limitation
                on Note Trustee’s’
liability

            


    

     

    
      	 	
              (a)

            	
              Notwithstanding
                any other provision of this deed, the Note Trustee will have no liability
                under or in connection with this deed or any other Secured Document
                other
                than to the extent to which the liability is able to be satisfied
                out of
                the property from which the Note Trustee is actually indemnified
                for the
                liability. This limitation will not apply to a liability of the Note
                Trustee to the extent that it is not satisfied because, under this
                deed or
                by operation of law, there is a reduction in the extent of the Note
                Trustee’s indemnification as a result of the Note Trustee’s fraud,
                negligence or wilful default.

            


    

     

    
      	 	
              (b)

            	
              The
                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 Securitisation Fund of which the Note Trustee is not
                aware
                or in respect of any Event of Default of which the Note Trustee is
                not
                aware.

            


    

     

    
      	 	
              13.7

            	
              Wilful
                default of the Note
                Trustee

            


    

     

    For
      the
      purposes of this deed the expression “wilful default”:

     

    
      	 	
              (a)

            	
              in
                relation to the Note Trustee, means a wilful default of this deed
                by the
                Note Trustee;

            


    

     

    
      	 	
              (1)

            	
              other
                than a default which:

            


    

     

    
      	 	
              (A)

            	
              arises
                out of a breach of a Transaction Document by a person other than
                the Note
                Trustee or any person referred to in clause 13.7(b) in relation to
                the
                Note Trustee;

            


    

     

    
      	 	
              (B)

            	
              arises
                because some other act or omission is a precondition to the relevant
                act
                or omission of the Note Trustee, and that other act or omission does
                not
                occur;

            


    

     

    
      	 	
              (C)

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

            


    

     

    
      	 	
              (D)

            	
              is
                in accordance with an instruction or direction given to it by any
                person
                in circumstances where that person is authorised to do so by any
                Transaction Document; and

            


    

     

    


    
      
        
          
          

        

        
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              (2)

            	
              in
                circumstances where had it not committed that default it would have
                been
                entitled to recoupment, reimbursement or a right of indemnity for
                its
                costs and expenses (if any) in complying with this deed from the
                Note
                Trust.

            


    

     

    
      	 	
              (b)

            	
              A
                reference to the “fraud”, “negligence” or “wilful default” of the Note
                Trustee means the fraud, negligence or wilful default of the Note
                Trustee
                and of its officers or employees, but not of its agents or delegates,
                unless the Note Trustee is liable for the acts or omissions of such
                other
                person under the terms of this
                deed.

            


    

    
       

      
        	 	 	 


      

    

    
      	 	
              14

            	
              Note
                Trustee’s Liability

            


    

     

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

    
       

      
        	 	 	 


      

    

    
      	 	
              15

            	
              Delegation
                by Note Trustee

            


    

     

    
      	 	
              (a)

            	
              The
                Note Trustee may whenever it thinks fit delegate by power of attorney
                or
                otherwise to any person or persons for any period (whether exceeding
                one
                year or not) or indefinitely all or any of the duties, discretions,
                trusts, powers and authorities vested in the Note Trustee by this
                deed and
                that delegation may be made upon any terms and subject to any conditions
                (including power to sub-delegate) and subject to any regulations
                as the
                Note Trustee may in the interests of the Class A Offered Noteholders
                think
                fit.

            


    

     

    
      	 	
              (b)

            	
              If
                the Note Trustee exercises reasonable care in the selection of a
                delegate
                under paragraph (a), providing the Note Trustee and the delegate
                are not
                related bodies corporate or affiliates, the Note Trustee shall not
                be
                under any obligation 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 delegate or sub-delegate. The Note Trustee must
                within
                a reasonable time prior to any delegation or any renewal, extension
                or
                termination of any delegation give notice of it to the Issuer and
                the
                Designated Rating Agencies.

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

            	
              For
                the purpose of this clause 15 the following expressions have the
                following
                meaning:

            


    

     

    “related
      body corporate” has the meaning ascribed thereto in the Corporations Act of
      Australia;

     

    “affiliate”
      means with respect to any specified person, any other person controlling or
      controlled by or under common control with such specified person. For the
      purposes of this definition, “control” when used with respect to any specified
      person means the power to direct the management and policies of such person,
      directly or indirectly, whether through the ownership of voting securities,
      by
      contract or otherwise, and the terms “controlling” and “controlled” have
      meanings correlative to the foregoing.

     

    

      
        
          
          

        

        
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              16

            	
              Employment
                of Agent by Note Trustee

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              If
                the Note Trustee exercises reasonable care in the selection of an
                agent
                under clause 16(a) and providing the Note Trustee and the agent are
                not
                related bodies corporate (as defined in the Corporations Act) or
                affiliates as defined in clause 15(d), the Note Trustee shall not
                in any
                way be responsible for any loss incurred by reason of any misconduct
                or
                default on the part of that agent or be bound to supervise the proceedings
                or acts of such person. The Note Trustee must within a reasonable
                time
                prior to the employment of any agent give notice of such employment
                to the
                Issuer and the Designated Rating
                Agencies.

            


    

     

    
      	 	
              (c)

            	
              Notwithstanding
                any other provision in this clause 16, where the Note Trustee employs,
                under this clause 16, a related body corporate (as defined in the
                Corporations Act) or an affiliate as defined in clause 15(d), as
                agent,
                the Note Trustee shall be liable for all acts or omissions of the
                agent
                done or omitted whilst acting in its capacity as
                such.

            


    

     

    
      	 	
              (d)

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

            


    

    
       

      
        	 	 	 


      

    

    
      	 	
              17

            	
              Note
                Trustee Contracting with
                Issuer

            


    

     

    Neither
      the Note Trustee in its personal or any other capacity, its directors or
      officers or any related body corporate or affiliate (as defined in clause 15(d))
      or shareholder of the Note Trustee nor any director or officer of a corporation
      acting as a trustee under this deed is by reason of its or their fiduciary
      position only in any way precluded from:

     

    
      	 	
              (a)

            	
              entering
                into or being interested in any contract or financial or other transaction
                or arrangement with the Issuer or any other party to any of the
                Transaction Documents or any person or body corporate associated
                with the
                Issuer including any contract, transaction or arrangement of a banking
                or
                insurance nature or any contract, transaction or arrangement in relation
                to the making of loans or the provision of financial facilities to
                or the
                purchase, placing or underwriting of or subscribing or procuring
                subscriptions for or otherwise acquiring holding or dealing with
                the Class
                A Offered Notes or any of them, or any other bonds, stocks, shares,
                debenture stock, debentures, notes or other securities of the Issuer
                or
                any other party to any of the Transaction Documents or any related
                person
                or body corporate; or 

            


    

     

    


    
      
        
          
          

        

        
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              (b)

            	
              accepting
                or holding the trusteeship of any other trust deed constituting or
                securing any other securities issued by or relating to the Issuer
                or any
                other party to any of the Transaction Documents or any related person
                or
                body corporate or any other office of profit under the Issuer or
                any other
                party to any of the Transaction Documents or any related person or
                body
                corporate and shall be entitled to retain and shall not be in any
                way
                liable to account for any profit made or share of brokerage or commission
                or remuneration or other benefit received by them or in connection
                with
                any of those arrangements.

            


    

     

    Where
      any
      holding company, subsidiary or associated company of the Issuer or any director
      or officer of the Issuer acting other than in his capacity as such a director
      or
      officer has any information, the Issuer shall not thereby be deemed also to
      have
      knowledge of such information and, unless it shall have actual knowledge of
      such
      information, shall not be responsible for any loss suffered by Noteholders
      resulting from the Issuer’s failing to take such information into account in
      acting or refraining from acting under or in relation to this deed.

    
       

      
        	 	 	 


      

    

    
      	 	
              18

            	
              Appointment
                of Paying Agents and the Class A3 Irish Paying
                Agent

            


    

     

    
      	 	
              18.1

            	
              Appointment
                of Paying Agents

            


    

     

    
      	 	
              (a)

            	
              Subject
                to the terms of this deed, the Issuer (acting on the direction of
                the
                Manager) appoints the Principal Paying Agent as its principal paying
                agent, the Irish Paying Agent as its Irish paying agent, and each
                other
                Paying Agent as its paying agent, for making payments in respect
                of the
                Class A Offered Notes in accordance with this deed and the Conditions
                at
                their respective Paying Offices. The Principal Paying Agent, the
                Irish
                Paying Agent and each other Paying Agent appointed under this deed
                accepts
                that appointment. 

            


    

     

    
      	 	
              (b)

            	
              Except
                in clause 33 and as the context otherwise requires, references to
                the
                Principal Paying Agent are to it acting solely through its Paying
                Office.

            


    

     

    
      	 	
              (c)

            	
              If
                at any time there is more than one Paying Agent, the obligations
                of the
                Paying Agents under this deed shall be several and not
                joint.

            


    

     

    
      	 	
              (d)

            	
              It
                is acknowledged and agreed that:

            


    

     

    
      	 	
              (1)

            	
              each
                of the Principal Paying Agent and the other Paying Agents is the
                agent of
                the Issuer in its capacity as trustee of the Securitisation Fund
                only;
                and

            


    

     

    


    
      
        
          
          

        

        
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              (2)

            	
              despite
                anything else in this deed, any other Transaction Document or at
                law, the
                Issuer in its personal capacity is not responsible for any act or
                omission
                of the Principal Paying Agent or any other Paying Agent.
                

            


    

     

    
      	 	
              (e)

            	
              The
                obligations of the Paying Agent with respect to the Class A2 Notes
                under this agreement are subject
                to:

            


    

     

    
      	 	
              (1)

            	
              the
                provisions of the EU Tax Directive;
                and

            


    

     

    
      	 	
              (2)

            	
              the
                “beneficial owner” (as defined in Article 2 of the EU Tax Directive)
                providing to that Paying Agent such information and documents (if
                any)
                required by that Paying Agent in order for it to comply with the
                EU Tax
                Directive.

            


    

     

    
      	 	
              (f)

            	
              The
                Issuer authorises each Paying Agent to make mandatory disclosures
                required
                by the EU Tax Directive to be made to the competent authority of
                the
                member state of the European Union of that Paying
                Agent.

            


    

     

    
      	 	
              18.2

            	
              Appointment
                of the Class A3 Irish Paying
                Agent

            


    

     

    
      	 	
              (a)

            	
              Subject
                to the terms of this deed, the Issuer (acting on the direction of
                the
                Manager) appoints the Class A3 Irish Paying Agent as its Irish paying
                agent in relation to the Class A3 Notes. The appointment is made to
                fulfil the requirement under the listing rules of the Irish Stock
                Exchange
                as a condition of listing the Class A3 Notes on the Daily Official
                List of the Irish Stock Exchange and the admission to trading of
                the
                Class A3 Notes on the Irish Stock Exchange. The Class A3 Irish
                Paying Agent will have only such duties, obligations and responsibilities
                as may from time to time be agreed in writing between the Issuer,
                the
                Manager and the Class A3 Irish Paying Agent and will have no other
                duties, obligations or responsibilities other than as provided in
                this
                clause 18.2. The Class A3 Irish Paying Agent accepts its
                appointment.

            


    

     

    
      	 	
              (b)

            	
              If
                at any time there is more than one Class A3 Irish Paying Agent, the
                obligations of the Class A3 Irish Paying Agents under this deed shall
                be several and not joint.

            


    

     

    
      	 	
              (c)

            	
              It
                is acknowledged and agreed that:

            


    

     

    
      	 	
              (1)

            	
              the
                Class A3 Irish Paying Agent is the agent of the Issuer in its
                capacity as trustee of the Securitisation Fund only;
                and

            


    

     

    
      	 	
              (2)

            	
              despite
                anything else in this deed, any other Transaction Document or at
                law, the
                Issuer in its personal capacity is not responsible for any act or
                omission
                of the Class A3 Irish Paying
                Agent.

            


    

     

    
      	 	
              (d)

            	
              The
                obligations of the Class A3 Irish Paying Agent with respect to the
                Class A3 Notes under this deed are subject
                to:

            


    

     

    
      	 	
              (1)

            	
              the
                provisions of the EU Tax Directive;
                and

            


    

     

    
      	 	
              (2)

            	
              the
                “beneficial owner” (as defined in Article 2 of the EU Tax Directive)
                providing to that Class A3 Irish Paying Agent such information and
                documents (if any) required by that Class A3 Irish Paying Agent in
                order for it to comply with the EU Tax
                Directive.

            


    

     

    


    
      
        
          
          

        

        
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              (e)

            	
              The
                Issuer authorises the Class A3 Irish Paying Agent to make mandatory
                disclosures required by the EU Tax Directive to be made to the competent
                authority of the member state of the European Union of that Class A3
                Irish Paying Agent.

            


    

     

    
      	 	
              (f)

            	
              If,
                despite any provision of this deed any obligation or duty is imposed
                on
                the Class A3 Irish Paying Agent by operation of law, statute,
                regulation, listing rule or other similar directive or requirement,
                the
                Manager and the Issuer will provide such assistance as the Class A3
                Irish Paying Agent may reasonably require to enable it to fully perform
                such obligation or duty.

            


    

    
       

      
        	 	 	 


      

    

    
      	 	
              19

            	
              Payment

            


    

     

    
      	 	
              19.1

            	
              Payment
                by Issuer

            


    

     

    The
      Issuer shall, with the assistance of and at the direction of the Manager, not
      later than 10.00am (New York time) in the case of the Class A1 Notes or
      10.00am (London time) in the case of the Class A2 Notes on each Payment
      Date, pay to or to the order of, or procure the transfer to a non interest
      bearing trust account or accounts in the name of the Issuer as notified by
      the
      Principal Paying Agent to the Issuer and the Note Trustee in same day funds
      the
      amount in the Relevant Class A Currency as may be required (after taking account
      of any cash then held by the Principal Paying Agent and available for the
      purpose) to be made on each Class of Class A Offered Notes on that Payment
      Date
      under the Supplementary Bond Terms Notice and the Conditions.

     

    
      	 	
              19.2

            	
              Confirmation

            


    

     

    Not
      later
      than 4.00 pm (Sydney time) on the second Banking Day prior to each Payment
      Date,
      the Manager shall notify, or procure notification to, the Principal Paying
      Agent
      and the Note Trustee of the amount of interest or principal payable in respect
      of each Class of Class A Offered Notes on the related Payment Date.


     

    
      	 	
              19.3

            	
              Payments
                by Paying Agents

            


    

     

    Subject
      to payment being duly made as provided in clause 19.1 (or to the Principal
      Paying Agent otherwise being satisfied that the payment will be duly made on
      the
      due date), and subject to clause 23, the Paying Agents shall pay or cause to
      be
      paid on behalf of the Issuer on each relevant Payment Date the relevant amounts
      of principal and interest due in respect of each Class of the Class A Offered
      Notes in accordance with the Supplementary Bond Terms Notice and the
      Conditions.

     

    
      	 	
              19.4

            	
              Method
                of Payment - Book-Entry
                Notes

            


    

     

    The
      Principal Paying Agent shall cause all payments of principal or interest (as
      the
      case may be) due in respect of each Class of Class A Offered Notes represented
      by a Book-Entry Note to be made to the Common Depository.

     

     

    


    
      
        
          
          

        

        
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              19.5

            	
              Method
                of payment - Definitive
                Notes

            


    

     

    Payments
      of principal and interest on the Definitive Notes, if any, shall be made in
      accordance with the Conditions and the Supplementary Bond Terms
      Notice.

     

    
      	 	
              19.6

            	
              Late
                payment

            


    

     

    
      	 	
              (a)

            	
              If
                any payment under clause 19.1 is made late but otherwise in accordance
                with the provisions of this deed, each Paying Agent shall
                make payments required to be made by it in respect of the Class A
                Offered
                Notes as provided in this clause 19. However, unless and until the
                full
                amount of any payment in respect of the Class A Offered Notes required
                to
                be made under the Transaction Documents has been made under clause
                19.1 in
                accordance with this deed, no Paying Agent shall be bound to make
                a
                payment under this clause 19 (but may, in its discretion, make such
                payment) except to the extent that non-payment is caused by fraud,
                wilful
                default or negligence on the part of that Paying Agent or of any
                of its
                directors, officers, employees or servants.


            


    

     

    
      	 	
              (b)

            	
              If
                the Principal Paying Agent has not received on a Payment Date the
                full
                amount of principal and interest then payable on any Class A Offered
                Note
                in accordance with the Supplementary Bond Terms Notice and the Conditions,
                but receives the full amount later, it
                shall:

            


    

     

    
      	 	
              (1)

            	
              forthwith
                upon full receipt notify the other Paying Agents (if any), the Note
                Registrar, the Calculation Agent, the Issuer, the Note Trustee, the
                Security Trustee and the Manager; and


            


    

     

    
      	 	
              (2)

            	
              as
                soon as practicable after such full receipt give due notice, in accordance
                with Condition 12 (unless the Note Trustee agrees otherwise), to
                the
                Common Depository that it has received the full amount.
                

            


    

     

    
      	 	
              19.7

            	
              Notice
                of non-receipt

            


    

     

    The
      Principal Paying Agent shall as soon as practicable notify by facsimile the
      other Paying Agents (if any), the Note Registrar, the Calculation Agent, the
      Note Trustee, the Issuer, the Security Trustee and the Manager if the full
      amount of any payment of principal or interest required to be made by the
      Supplementary Bond Terms Notice and Conditions in respect of the Class A Offered
      Notes is not unconditionally received by it or to its order in accordance with
      this deed.

     

    
      	 	
              19.8

            	
              Reimbursement

            


    

     

    The
      Principal Paying Agent shall (provided that it has been placed in funds by
      the
      Issuer) on demand promptly reimburse the other Paying Agents (if any) for
      payments of principal and interest properly made by that Paying Agent in
      accordance with the Supplementary Bond Terms Notice, the Conditions and this
      deed. The Issuer shall not be concerned with the apportionment of any moneys
      between the Principal Paying Agent, the other Paying Agents (if any) and payment
      to the Principal Paying Agent of any moneys due to the Paying Agents shall
      operate as a good discharge to the Issuer in respect of such moneys.


     

     

    


    
      
        
          
          

        

        
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              19.9

            	
              Method
                of payment

            


    

     

    
      	 	
              (a)

            	
              All
                sums payable by the Issuer to the Principal Paying Agent under this
                deed
                shall be paid by the relevant Currency Swap Provider on behalf of
                the
                Issuer in the Relevant Class A Currency to the account or accounts
                specified in clause 19.1. Those sums shall be held in the relevant
                account
                for payment to the Class A Offered Noteholders and, failing that
                payment
                within the designated periods of prescription specified in Condition
                6, or
                upon the bankruptcy, insolvency, winding up or liquidation of the
                Principal Paying Agent or default being made by the Principal Paying
                Agent
                in the payment of any amounts in respect of principal or interest
                in
                accordance with this deed, on account for repayment to the Issuer
                (subject
                to clause 20). On repayment in accordance with clause 20 to the Issuer
                all
                liabilities of the Principal Paying Agent with respect to those moneys
                shall cease.

            


    

     

    
      	 	
              (b)

            	
              Subject
                to the terms of this deed, the Principal Paying Agent shall be entitled
                to
                deal with moneys paid to it under this deed in the same manner as
                other
                moneys paid to it as a banker by its customers. The Principal Paying
                Agent
                shall be entitled to retain for its own account any interest earned
                on the
                sums from time to time credited to the separate account referred
                to in
                clause 19.9(b) and it need not segregate such sums from other amounts
                held
                by it.

            


    

     

    
      	 	
              (c)

            	
              No
                Paying Agent may exercise any right of set-off or combination of
                accounts
                in respect of any money payable to or by it under the terms of this
                deed.

            


    

     

    
      	 	
              19.10

            	
              No
                fee

            


    

     

    No
      Paying
      Agent will charge any commission or fee in relation to any payment under this
      deed.

     

    
      	 	
              19.11

            	
              Securitisation
                Fund

            


    

     

    Subject
      to clause 19.9(a), the Principal Paying Agent shall hold on account for the
      Note
      Trustee and the Class A Offered Noteholders all sums held by it for the payment
      of principal and interest with respect to the Notes until all relevant sums
      are
      paid to the Note Trustee or the Class A Offered Noteholders or otherwise
      disposed of in accordance with this deed. 

    
       

      
        	 	 	 


      

    

    
      	 	
              20

            	
              Repayment

            


    

     

    
      	 	
              (a)

            	
              Immediately
                on any entitlement to receive principal or interest under any Class
                A
                Offered Note becoming void under the Conditions, the Principal Paying
                Agent shall repay to the Issuer the amount which would have been
                due in
                respect of that principal or interest if it had been paid before
                the
                entitlement became void, together with any fees applicable to that
                payment
                or entitlement (pro rated as to the amount and time) to the extent
                already
                paid under clause 12. 

            


    

     

    
      	 	
              (b)

            	
              Despite
                clause 20(a), the Principal Paying Agent shall not be obliged to
                make any
                repayment to the Issuer so long as any amounts which should have
                been paid
                to or to the order of the Principal Paying Agent or, if applicable,
                the
                Note Trustee, by the Issuer remain
                unpaid.

            


    

     

    

      
        
          
          

        

        
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              21

            	
              Appointment
                of the Calculation Agent

            


    

     

    
      	 	
              (a)

            	
              The
                Issuer (acting on the direction of the Manager) appoints the Calculation
                Agent as its reference agent in respect of the Class A Offered Notes
                upon
                the terms and conditions set forth in this deed and the Calculation
                Agent
                accepts that appointment. 

            


    

     

    
      	 	
              (b)

            	
              It
                is acknowledged and agreed that:

            


    

     

    
      	 	
              (1)

            	
              the
                Calculation Agent is the agent of the Issuer in its capacity as trustee
                of
                the Securitisation Fund only; and 

            


    

     

    
      	 	
              (2)

            	
              despite
                anything else in this deed, any other Transaction Document or at
                law, the
                Issuer in its personal capacity is not responsible for any act or
                omission
                of the Calculation Agent.

            


    

     

    
      
        	 	 	 


      

    

    
      	 	
              22

            	
              Duties
                of the Calculation Agent

            


    

     

    
      	 	
              (a)

            	
              The
                Calculation Agent shall in relation to each Class of Class A Offered
                Notes
                until the Final Maturity Date or such earlier date on which the Class
                A
                Offered Notes are due and payable in full and in either case until
                the
                Issuer has paid all amounts in relation to the Class A Offered Notes
                to
                the Principal Paying Agent or, if applicable, the Note
                Trustee:

            


    

     

    
      	 	
              (1)

            	
              perform
                such duties at its Specified Office as are set forth in this deed
                and in
                the Conditions and any other duties which are reasonably incidental
                at the
                request of the Issuer, the Manager, the Note Trustee or the Principal
                Paying Agent;

            


    

     

    
      	 	
              (2)

            	
              determine
                LIBOR and EURIBOR for each Interest Period, and calculate the relevant
                Interest and Interest Rate on the Class A Offered Notes, in the manner
                set
                out in Condition 4; and

            


    

     

    
      	 	
              (3)

            	
              notify
                the Issuer, the Manager, the Note Trustee and the Paying Agents in
                writing
                on or as soon as possible after the first day of that Interest Period,
                of
                the Interest Rate and the Interest so determined by it in relation
                to that
                Interest Period, specifying to the Issuer and the Manager the rates
                upon
                which they are based and (where relevant) the names of the banks
                quoting
                those rates.

            


    

     

    
      	 	
              (b)

            	
              The
                Interest, Interest Rate and relevant Payment Date made available
                under
                Condition 4(d) may subsequently be amended (or appropriate alternative
                arrangements made by way of adjustment) without notice to Class A
                Offered
                Noteholders in the event of a shortening of the Interest
                Period.

            


    

     

    
      	 	
              (c)

            	
              If
                the Calculation Agent at any time for any reason does not determine
                the
                Interest Rate or calculate the Interest for a Class A Offered Note,
                the
                Manager shall do so and each such determination or calculation shall
                be
                deemed to have been made by the Calculation Agent. In doing so, the
                Manager shall apply the provisions of this clause 22, with any necessary
                consequential amendments, to the extent that, in its opinion, it
                can do
                so, and, in all other respects it shall do so in such a manner as
                it shall
                deem fair and reasonable in all the
                circumstances.

            


    

     

    


    
      
        
          
          

        

        
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              (d)

            	
              If
                the Manager does not at any time for any reason determine a Principal
                Payment, the Outstanding Principal Balance or the Invested Amount
                applicable to Class A Offered Notes in accordance with the Transaction
                Documents, the Principal Payment, the Outstanding Principal Balance
                and
                the Invested Amount may be determined by the Calculation Agent in
                accordance with the Transaction Documents (but based on the information
                in
                its possession) and each such determination or calculation shall
                be deemed
                to have been made by the Manager. The Calculation Agent may appoint
                any
                person as its agent for the purpose of making any such calculation
                or
                determination. 

            


    

     

    
      
        	 	 	 


      

    

    
      	 	
              23

            	
              Notice
                of any Withholding or
                Deduction

            


    

     

    If
      the
      Issuer or any Paying Agent is, in respect of any payment in respect of the
      Class
      A Offered Notes compelled to withhold or deduct any amount for or on account
      of
      any taxes, duties or charges as contemplated by Condition 7, the Issuer must
      give notice to the Principal Paying Agent, the Note Trustee and the Class A
      Offered Noteholders in accordance with Condition 12 immediately after becoming
      aware of the requirement to make the withholding or deduction and must give
      to
      the Principal Paying Agent and the Note Trustee such information as they
      reasonably require to enable each of them to comply with the
      requirement.

    
       

      
        	 	 	 


      

    

    
      	 	
              24

            	
              Early
                Redemption of Notes

            


    

     

    
      	 	
              (a)

            	
              If
                the Issuer intends to redeem all (but not some only) of a Class of
                Class A
                Offered Notes prior to its Final Maturity Date pursuant to Condition
                5(i)
                or (j) (which it may only do at the direction of the Manager), the
                Manager
                shall give not less than 5 days' prior notice to the Principal Paying
                Agent and the Note Trustee before giving the requisite period of
                notice to
                the relevant Class A Offered Noteholders in accordance with Condition
                5(i)
                or (j) and stating the date on which such Class A Offered Notes are
                to be
                redeemed.

            


    

     

    
      	 	
              (b)

            	
              The
                Principal Paying Agent shall, on receipt of a notice under paragraph
                (a):

            


    

     

    
      	 	
              (1)

            	
              notify
                the Clearing Agency of the proposed redemption,
                specifying:

            


    

     

    
      	 	
              (A)

            	
              the
                aggregate Outstanding Principal Balance and Invested Amount (as the
                case
                may be) of each Class of Class A Offered Notes to be redeemed;
                

            


    

     

    
      	 	
              (B)

            	
              the
                amount of principal to be repaid in relation to each Class of Class
                A
                Offered Notes; and 

            


    

     

    
      	 	
              (C)

            	
              the
                date on which each Class of Class A Offered Notes are to be redeemed;
                and
                

            


    

     

    


    
      
        
          
          

        

        
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              (2)

            	
              promptly
                and in accordance with the relevant Conditions on behalf of and at
                the
                expense of the Issuer publish the notices required in connection
                with that
                redemption.

            


    

    
       

      
        	 	 	 


      

    

    
      	 	
              25

            	
              Pro
                Rata Redemption, Purchases and Cancellation of
                Notes 

            


    

     

    
      	 	
              (a)

            	
              If
                the Issuer is required to redeem some (but not all) of a Class of
                Class A
                Offered Notes prior to its Final Maturity Date pursuant to Condition
                5(a)
                the Manager shall on the second Banking Day prior to each Payment
                Date
                give prior notice to the Calculation Agent, the Principal Paying
                Agent and
                the Note Trustee, as provided in Condition
                5.

            


    

     

    
      	 	
              (b)

            	
              On
                receipt of a notice under paragraph (a), the Principal Paying Agent
                shall
                notify the Common Depository of the proposed redemption, specifying
                in
                each case the aggregate principal amount of the Class A Offered Notes
                to
                be redeemed, the Class of Class A Offered Notes to be redeemed and
                the
                date on which such Class A Offered Notes are to be
                redeemed.

            


    

     

    
      	 	
              (c)

            	
              The
                Manager shall, no later than six Banking Days prior to each Payment
                Date
                in respect of each Class of the Class A Offered Notes
                calculate:

            


    

     

    
      	 	
              (1)

            	
              the
                amount of principal to be repaid in respect of each Class of Class
                A
                Offered Notes due on the related Payment Date;
                and

            


    

     

    
      	 	
              (2)

            	
              the
                Outstanding Principal Balance and Invested Amount of each Class A
                Offered
                Note on the first day of the next following Interest Period (after
                deducting any principal due to be made on the related Payment
                Date),

            


    

     

    and
      shall
      forthwith on the second Banking Day prior to the Payment Date notify or cause
      to
      be notified to the Issuer, the Calculation Agent the Note Trustee, the Principal
      Paying Agent of each of those determinations in accordance with the
      Supplementary Bond Terms Notice and Conditions. On receipt of that notice,
      the
      Principal Paying Agent shall give a copy of that notice to the Clearing Agency
      or any Common Depository for them and, in the case of the Class A1 Notes
      only, in accordance with the requirements of the Note Depository
      Agreement.

     

    
      	 	
              (d)

            	
              The
                Manager will immediately cause details of each determination under
                clause
                25(c) to be made available in accordance with Condition 12 by one
                Banking
                Day before the relevant Payment
                Date.

            


    

     

    
      	 	
              (e)

            	
              If
                no principal is due to be repaid on the Class A Offered Notes on
                any
                Payment Date, the Manager shall give notice or shall cause a notice
                to
                this effect to be given to the Class A Offered Noteholders in accordance
                with Condition 12.

            


    

     

    
      	 	
              (f)

            	
              If
                any Class of Class A Offered Notes is redeemed in whole or in part
                in
                accordance with the Conditions and the Transaction Documents, the
                Principal Paying Agent will, if any Book-Entry Notes are still outstanding
                in relation to that Class, cause the Note Registrar to record all
                relevant
                details in the Note Register. The Principal Paying Agent shall as
                soon as
                possible, and in any event within three months after the date of
                any
                redemption or purchase, furnish to each of the Issuer and the Note
                Trustee
                a certificate setting out the aggregate Invested Amount or Outstanding
                Principal Balance of Class A Offered Notes which have been redeemed
                or the
                aggregate Invested Amount or Outstanding Principal Balance of Class
                A
                Offered Notes which have been purchased. If the Invested Amount of
                a
                Book-Entry Note is reduced to nil, the Principal Paying Agent shall
                destroy the relevant Book-Entry Note and issue a destruction certificate
                forthwith to the Note Trustee and shall send a copy of that certificate
                to
                the Issuer, the Manager and the Note Trustee.


            


    

     

    

      
        
          
          

        

        
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              26

            	
              Notices
                to Noteholders

            


    

     

    
      	 	
              (a)

            	
              At
                the expense of the Issuer, the Principal Paying Agent shall make
                available
                at its offices in New York City on a Banking Day, all notices to
                Class A
                Offered Noteholders.

            


    

     

    
      	 	
              (b)

            	
              The
                Principal Paying Agent shall promptly send to each of the Note Trustee
                and
                the Issuer one copy of the form of every notice given to Class A
                Offered
                Noteholders in accordance with the
                Conditions.

            


    

    
       

      
        	 	 	 


      

    

    
      	 	
              27

            	
              Documents
                and Forms

            


    

     

    
      	 	
              (a)

            	
              The
                Manager shall provide to the Principal Paying Agent for distribution
                to
                each Paying Agent (including the Irish Paying Agent) sufficient copies
                of
                all documents required by the Conditions or the Note Trust Deed or,
                with
                respect to the Class A2 Notes, the Irish Stock Exchange (for so long
                as the Class A2 Notes are listed and traded on the Irish Stock
                Exchange and the rules of the Irish Stock Exchange so require) to
                be
                available to the Class A Offered Noteholders for issue or inspection
                (including the Note Trust Deed, the Master Trust Deed and the
                Supplementary Bond Terms Notice).

            


    

     

    
      	 	
              (b)

            	
              The
                Manager shall provide to the Calculation Agent such documents as
                the
                Calculation Agent may reasonably require from the Manager or the
                Issuer
                (and in the case of the Issuer only those documents that are in the
                Issuer's possession or power) in order for the Calculation Agent
                properly
                to fulfil its duties in respect of the Class A Offered Notes.
                

            


    

    
       

      
        	 	 	 


      

    

    
      	 	
              28

            	
              Authentication

            


    

     

    The
      Principal Paying Agent shall authenticate or cause to be authenticated the
      Book-Entry Notes and (if required) the Definitive Notes (whether on initial
      issue or on replacement). The Principal Paying Agent shall not be required
      to
      authenticate or cause to authenticate any Book-Entry Note or Definitive Note
      unless it is directed to do so in writing by the Issuer acting on the
      instruction of the Manager.

    

      
        
          
          

        

        
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              29

            	
              Indemnity

            


    

     

    
      	 	
              (a)

            	
              Subject
                to clause 29(b) and clause 45, the Issuer shall indemnify each Paying
                Agent, the Class A3 Irish Paying Agent, the Note Registrar and the
                Calculation Agent and their respective directors, officers and employees
                against any loss, damages, proceeding, liability, cost, claim, action,
                demand or expense (in this clause 29, each, an Expense) which the
                Paying Agent, the Class A3 Irish Paying Agent, the Note Registrar or
                the Calculation Agent and their respective directors, officers and
                employees, as the case may be, may incur or which may be made against
                the
                Paying Agent, the Class A3 Irish Paying Agent, the Note Registrars or
                the Calculation Agents (as the case may be), as a result of or in
                connection with the Paying Agent's, the Class A3 Irish Paying
                Agent’s, the Note Registrar’s or the Calculation Agent's, as the case may
                be, appointment or the proper exercise and/or enforcement of the
                Paying
                Agent's or the Class A3 Irish Paying Agent’s or the Note Registrar’s
                or the Calculation Agent's, as the case may be, duties under this
                deed,
                notwithstanding the resignation or removal of that Paying Agent,
                the
                Class A3 Irish Paying Agent, the Note Registrar or the Calculation
                Agent in accordance with clause 33 (including any liability in respect
                of
                payment of a cheque drawn by that Paying Agent or that Class A3 Irish
                Paying Agent where the cheque is collected or sued upon or an attempt
                at
                collection is made after the amount in respect of which it is paid
                has
                been returned to the Issuer under clause
                20).

            


    

     

    
      	 	
              (b)

            	
              The
                indemnity in paragraph (a) applies to any Expense of a Paying Agent,
                the
                Class A3 Irish Paying Agent, the Note Registrar or the Calculation
                Agent (as the case may be) only to the extent the Expense does not
                result
                from the breach by the Paying Agent, the Class A3 Irish Paying Agent,
                the Note Registrar or the Calculation Agent (as the case may be)
                of the
                terms of this deed or from the Paying Agent's, the Class A3 Irish
                Paying Agent’s, the Note Registrar’s or the Calculation Agent's (as the
                case may be) own fraud, wilful default or negligence or that of its
                directors, officers or employees or servants. 

            


    

     

    
      	 	
              (c)

            	
              Each
                of the Calculation Agent, the Paying Agents, the Class A3 Irish
                Paying Agent and the Note Registrar severally indemnifies the Issuer
                and
                the Manager and its respective directors, officers and employees
                against
                any Expense which the Issuer or the Manager or their respective directors,
                officers or employees (as the case may be) may incur or which may
                be made
                against it (but in no event punitive, indirect or special damages
                or loss
                of profits) as a result of a breach by the Calculation Agent, the
                Paying
                Agent, the Class A3 Irish Paying Agent or the Note Registrar (as the
                case may be) of the terms of this deed or its own fraud, wilful default
                or
                negligence or that of its directors, officers or employees or servants,
                including any failure to obtain and maintain in existence any
                Authorisation required by it for the assumption, exercise and performance
                of its powers and duties under this deed. This clause 29 will survive
                the
                retirement or removal of the Paying Agent, the Class A3 Irish Paying
                Agent, Note Registrar or Calculation Agent (as the case may be) and
                the
                termination of this deed.

            


    

     

    

      
        
          
          

        

        
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              30

            	
              The
                Note Register

            


    

     

    
      	 	
              30.1

            	
              Appointment
                of Note Registrar

            


    

     

    The
      Issuer, at the direction of the Manager, appoints the Note Registrar to be
      the
      initial Note Registrar upon the terms and conditions of this deed. The Note
      Registrar accepts that appointment.

     

    
      	 	
              30.2

            	
              Details
                to be kept on the Note
                Register

            


    

     

    The
      Note
      Registrar shall keep the Note Register with respect to the Class A Offered
      Notes
      in accordance with this deed, on which shall be entered the following
      information relating to the Securitisation Fund:

    


    
      	 	
              (a)

            	
              (name)
                the name of the Securitisation
                Fund;

            


    

     

    
      	 	
              (b)

            	
              (creation)
                the date of the creation of the Securitisation Fund;
                

            


    

     

    
      	 	
              (c)

            	
              (Bond
                Issue Dates)
                the Bond Issue Dates for Class A Offered Notes issued in relation
                to the
                Securitisation Fund;

            


    

     

    
      	 	
              (d)

            	
              (Original
                Principal Balance)
                the total Original Principal Balance of Class A Offered Notes issued
                on
                each such Bond Issue Date; 

            


    

     

    
      	 	
              (e)

            	
              (Outstanding
                Principal Balance)
                the Outstanding Principal Balance of each Class A Offered Note or
                Class of
                Class A Offered Notes from time to
                time;

            


    

     

    
      	 	
              (f)

            	
              (Invested
                Amount)
                the Invested Amount of each Class A Offered Note or Class of Class
                A
                Offered Notes from time to time;

            


    

     

    
      	 	
              (g)

            	
              (Series)
                details of relevant Classes of Class A Offered Notes;
                

            


    

     

    
      	 	
              (h)

            	
              (details
                of Noteholders)
                the name and address of each Class A Offered
                Noteholder;

            


    

     

    
      	 	
              (i)

            	
              (number
                of Notes)
                the number of Class A Offered Notes held by each Class A Offered
                Noteholder;

            


    

     

    
      	 	
              (j)

            	
              (date
                of entry)
                the date on which a person was entered as the holder of Class A Offered
                Notes;

            


    

     

    
      	 	
              (k)

            	
              (date
                of cessation)
                the date on which a person ceased to be a Class A Offered
                Noteholder;

            


    

     

    
      	 	
              (l)

            	
              (account)
                the account to which any payments due to a Class A Offered Noteholder
                are
                to be made (if applicable); 

            


    

     

    
      	 	
              (m)

            	
              (payments)
                a
                record of each payment in respect of the Class A Offered Notes;
                and

            


    

     

    
      	 	
              (n)

            	
              (additional
                information)
                such other information as: 

            


    

     

    
      	 	
              (1)

            	
              is
                required by the Supplementary Bond Terms Notice;
                

            


    

     

    
      	 	
              (2)

            	
              the
                Note Registrar considers necessary or desirable;
                or

            


    

     

    
      	 	
              (3)

            	
              the
                Manager or the Issuer reasonably requires.


            


    

     

     

    


    
      
        
          
          

        

        
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              30.3

            	
              Payments
                of Principal and Interest

            


    

     

    
      	 	
              (a)

            	
              Any
                payment of principal or interest on any Class A Offered Note shall
                be
                endorsed by the Note Registrar on the Note Register. In the case
                of
                payments of principal, the Outstanding Principal Balance and Invested
                Amount of the Class A Offered Notes shall be reduced for all purposes
                by
                the amount so paid and endorsed on the Note Register. Any such record
                shall be prima facie evidence that the payment in question has been
                made.

            


    

     

    
      	 	
              (b)

            	
              If
                the amount of principal or interest (as the case may be) due for
                payment
                on any Class A Offered Note is not paid in full (including Carry
                Over
                Class A Charge Offs and by reason of a deduction or withholding)
                the Note
                Registrar shall endorse a record of that shortfall on the Note
                Register.

            


    

     

    
      	 	
              30.4

            	
              Place
                of keeping Register, copies and
                access

            


    

     

    The
      Note
      Register shall be:

     

    
      	 	
              (a)

            	
              (place
                kept)
                kept at the principal office of the Note Registrar or at such place
                as the
                Issuer, the Manager and the Note Registrar may
                agree;

            


    

     

    
      	 	
              (b)

            	
              (access
                to Issuer and Manager)
                open to the Issuer and the Manager to inspect at the Note Registrar’s
                Specified Office during normal business
                hours;

            


    

     

    
      	 	
              (c)

            	
              (inspection
                by Class A Offered Noteholders)
                open for inspection by a Class A Offered Noteholder during normal
                business
                hours but only in respect of information relating to that Class A
                Offered
                Noteholder; and

            


    

     

    
      	 	
              (d)

            	
              (not
                for copying)
                not available to be copied by any person (other than the Issuer or
                the
                Manager or the Note Trustee or a Paying Agent) except in compliance
                with
                such terms and conditions (if any) as the Manager, the Issuer and
                the Note
                Registrar or the Note Trustee or a Paying Agent in their absolute
                discretion nominate from time to
                time.

            


    

     

    
      	 	
              30.5

            	
              Details
                on Note Register
                conclusive

            


    

     

    
      	 	
              (a)

            	
              (Reliance
                on Note Register)
                The Issuer, the Note Trustee and the Paying Agents shall be entitled
                to
                rely on the Note Register as being a correct, complete and conclusive
                record of the matters set out in it at any time and whether or not
                the
                information shown in the Note Register is inconsistent with any other
                document, matter or thing. The Issuer, the Note Trustee, and the
                Paying
                Agents and the Note Registrar are not liable to any person in any
                circumstances whatsoever for any inaccuracy in, or omission from,
                the Note
                Register.

            


    

     

    
      	 	
              (b)

            	
              (No
                trusts)
                The Note Registrar shall not be obliged to enter on the Note Register
                notice of any trust, Security Interest or other interest whatsoever
                in
                respect of any Class A Offered Notes and the Issuer, the Note Trustee,
                and
                the Paying Agents and the Note Registrar shall be entitled to recognise
                a
                Class A Offered Noteholder as the absolute owner of Class A Offered
                Notes
                and the Issuer, the Note Trustee, and the Paying Agents and the Note
                Registrar shall not be bound or affected by any trust affecting the
                ownership of any Class A Offered Notes unless ordered by a court
                or
                required by statute.

            


    

     

     

    


    
      
        
          
          

        

        
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              30.6

            	
              Alteration
                of details on Note
                Register

            


    

     

    On
      the
      Note Registrar being notified of any change of name or address or payment or
      other details of a Class A Offered Noteholder by the Class A Offered Noteholder,
      the Note Registrar shall alter the Note Register accordingly.

     

    
      	 	
              30.7

            	
              Rectification
                of Note Register

            


    

     

    If:

     

    
      	 	
              (a)

            	
              an
                entry is omitted from the Note Register;


            


    

     

    
      	 	
              (b)

            	
              an
                entry is made in the Note Register otherwise than in accordance with
                this
                deed;

            


    

     

    
      	 	
              (c)

            	
              an
                entry wrongly exists in the Note Register;


            


    

     

    
      	 	
              (d)

            	
              there
                is an error or defect in any entry in the Note Register;
                or

            


    

     

    
      	 	
              (e)

            	
              default
                is made or unnecessary delay takes place in entering in the Note
                Register
                that any person has ceased to be the holder of Class A Offered
                Notes.

            


    

     

    the
      Note
      Registrar shall rectify the same.

     

    
      	 	
              30.8

            	
              Correctness
                of Note Register

            


    

     

    The
      Note
      Registrar shall not be liable for any mistake on the Note Register or in any
      purported copy except to the extent that the mistake is attributable to its
      fraud, negligence or wilful default. 

    
       

      
        	 	 	 


      

    

    
      	 	
              31

            	
              Changes
                of Note
                Registrar

            


    

     

    
      	 	
              31.1

            	
              Removal

            


    

     

    The
      Issuer (on the direction of the Manager) may terminate the appointment of the
      Note Registrar with the prior written approval of the Note Trustee (which
      approval must not be unreasonably withheld or delayed), with effect not less
      than 60 days from that notice.

     

    
      	 	
              31.2

            	
              Resignation

            


    

     

    Subject
      to this clause 31, the Note Registrar may resign its appointment at any time
      by
      giving to the Issuer, the Manager and the Note Trustee not less than
      60 days written notice to that effect.

     

    
      	 	
              31.3

            	
              Limitation

            


    

     

    Despite
      clauses 31.1 and 31.2:

     

    
      	 	
              (a)

            	
              no
                resignation by or termination of the appointment of the Note Registrar
                shall take effect until a new Note Registrar approved in writing
                by the
                Note Trustee has been appointed on terms previously approved in writing
                by
                the Note Trustee (in each case, that approval not to be unreasonably
                withheld or delayed); and

            


    

     

    


    
      
        
          
          

        

        
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              (b)

            	
              the
                appointment of a new Note Registrar shall be on terms and subject
                to the
                conditions of this deed and the outgoing Note Registrar shall co-operate
                fully to do all further acts and things and execute any further documents
                as may be necessary or desirable to give effect to the appointment
                of the
                new Note Registrar.

            


    

     

    
      	 	
              31.4

            	
              Appointment
                of new Note Registrar

            


    

     

    The
      Issuer shall forthwith appoint, as soon as reasonably practical, a replacement
      Note Registrar in the event of the resignation or removal of the Note Registrar
      under this clause 31. The retirement or resignation of the Note Registrar shall
      not become effective until the successor Note Registrar is appointed. The
      Manager must assist the Issuer to appoint a new Note Registrar on this date
      or
      if the Issuer fails to appoint a new Note Registrar by the date which is one
      month prior to the Note Registrar’s retirement or removal, the Note Registrar
      may petition any court of competent jurisdiction at the expense of the Issuer
      (which expense is an Expense for the purposes of the Master Trust Deed) for
      the
      appointment of a new Note Registrar acceptable to the Issuer.

    
       

      
        	 	 	 


      

    

    
      	 	
              32

            	
              General

            


    

     

    
      	 	
              32.1

            	
              Communications
                to Class A Offered
                Noteholders

            


    

     

    The
      Principal Paying Agent shall, upon receipt from the Issuer, Manager, Security
      Trustee, the Calculation Agent, the Note Registrar or Note Trustee of any
      communication to be delivered to Class A Offered Noteholders, including any
      communications pursuant to this deed or any other solicitation of notice from
      or
      consent of the Class A Offered Noteholders pursuant to or relating to this
      deed,
      forward such communications to the Class A Offered Noteholders, along with
      instructions that the responses relating to such communications be returned
      to
      the Principal Paying Agent. Such communication shall include the date upon
      which
      the response to such solicitation shall be delivered (the Response
      Date).
      The
      Principal Paying Agent shall treat any Class A Offered Noteholder who has not
      delivered its response as of the Response Date as having withheld its consent
      to
      the proposed action. The Principal Paying Agent shall notify the Issuer, Manager
      and Note Trustee of the results of any such solicitations of
      consent.

     

    The
      Principal Paying Agent will not be responsible for, or liable to any person
      in
      respect of the contents of any communications delivered to or from the Class
      A
      Offered Noteholders.

     

    
      	 	
              32.2

            	
              Intentionally
                deleted

            


    

     

    
      	 	
              32.3

            	
              Identity

            


    

     

    
      	 	
              (a)

            	
              Each
                Paying Agent shall (except as ordered by a court of competent jurisdiction
                or as required by law) be entitled to treat the person:
                

            


    

     

    
      	 	
              (1)

            	
              who
                is, while a Book-Entry Note remains outstanding, the registered owner
                of
                that Book-Entry Note as the person entitled to receive payments of
                principal or interest (as applicable) and each person shown in the
                records
                of the Common Depository as the holder of any Class A Offered Note
                represented by a Book-Entry Note shall be entitled to receive from
                the
                registered owner of that Book-Entry Note any payment so made in accordance
                with the respective rules and procedures of the Common Depository
                and on
                the terms and subject to the conditions of that Book-Entry
                Note;

            


    

     

    


    
      
        
          
          

        

        
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              (2)

            	
              who
                is the registered owner of any relevant Definitive Note, as the absolute
                owner or owners of that Definitive Note, (whether or not that Definitive
                Note, is overdue and despite any notice of ownership or writing on
                it or
                any notice of previous loss or theft or of any trust or other interest
                in
                it); or

            


    

     

    
      	 	
              (3)

            	
              who,
                when a Book-Entry Note in respect of any Class of Notes is no longer
                outstanding but Definitive Notes in respect of that Class of Notes
                have
                not been issued, is for the time being the Note Trustee, as the person
                entrusted with the receipt of principal or interest, as applicable,
                on
                behalf of the relevant Noteholders,

            


    

     

    and
      in
      all cases and for all purposes despite any notice to the contrary and shall
      not
      be liable for so doing.

     

    
      	 	
              (b)

            	
              The
                Class A3 Irish Paying Agent shall (except as ordered by a court of
                competent jurisdiction or as required by law) be entitled to treat
                the
                person who is the registered owner of a Class A3 Note as the person
                entitled to receive payments of principal or interest (as applicable)
                and
                each person shown in the records of the relevant Clearing Agency
                as the
                holder of any Class A3 Note shall be entitled to receive from the
                registered owner of that Class A3 Note any payment so made in
                accordance with the respective rules and procedures of the relevant
                Clearing Agency and on the terms and subject to the conditions of
                that
                Class A3 Note, and in all cases and for all purposes despite any
                notice to the contrary and shall not be liable for so
                doing.

            


    

     

    
      	 	
              (c)

            	
              The
                Issuer, the Manager, the Security Trustee and the Class A3 Irish
                Paying Agent shall be entitled to deal with the Clearing Agency in
                respect
                of any Class A3 Notes for all purposes of this deed, the Master Trust
                Deed and the Supplementary Bond Terms Notice (including the payment
                of
                principal and interest on the Class A3 Notes and the giving of
                instructions, notices or directions hereunder) as the sole holder
                of
                Class A3 Notes, and shall have no obligation to any Class A3
                Noteholder and none of the Issuer, Manager, Security Trustee or the
                Class A3 Irish Paying Agent will be affected by notice to the
                contrary.

            


    

     

    
      	 	
              32.4

            	
              No
                set-off

            


    

     

    No
      Paying
      Agent shall exercise any right of set-off, withholding, counterclaim or lien
      against, or make any deduction in any payment to, any person entitled to receive
      amounts of principal or interest on the Class A Offered Notes in respect of
      moneys payable by it under this deed. 

     

    
      	 	
              32.5

            	
              Reliance

            


    

     

    
      	 	
              (a)

            	
              Each
                of the Note Trustee, Calculation Agent, the Note Registrar and the
                Paying
                Agent(s) shall be protected and shall incur no liability for or in
                respect
                of any action taken, omitted or suffered by it in reliance upon any
                instruction, request or order from the Issuer or the Manager or in
                reliance upon any Class A Offered Note or upon any notice, resolution,
                direction, consent, certificate, affidavit, statement or other paper
                or
                document reasonably believed by it to be genuine and to have been
                delivered, signed or sent by the proper party or
                parties.

            


    

     

    


    
      
        
          
          

        

        
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              (b)

            	
              The
                Class A3 Irish Paying Agent shall be protected and shall incur no
                liability for or in respect of any action taken, omitted or suffered
                by it
                in reliance upon any instruction, request or order from the Issuer
                or the
                Manager or upon any notice, resolution, direction, consent, certificate,
                affidavit, statement or other paper or document reasonably believed
                by it
                to be genuine and to have been delivered, signed or sent by the proper
                party or parties.

            


    

     

    
      	 	
              32.6

            	
              Entitled
                to deal

            


    

     

    The
      Note
      Trustee, the Calculation Agent, the Note Registrar, each Paying Agent and the
      Class A3 Irish Paying Agent shall not be precluded from acquiring, holding
      or dealing in any Class A Offered Notes or Class A3 Notes or from engaging
      or being interested in any contract or other financial or other transaction
      with
      the Issuer, the Manager or the Mortgage Manager and in no event whatsoever
      (other than fraud, negligence or wilful default) shall any Note Trustee,
      Calculation Agent, Note Registrar, the Class A3 Irish Paying Agent or any
      Paying Agent be liable to account to the Issuer or any person entitled to
      receive amounts of principal or interest on the Class A Offered Notes or
      Class A3 Notes for any profit made or fees or commissions received in
      connection with this deed or any Class A Offered Notes or any Class A3
      Notes.

     

    
      	 	
              32.7

            	
              Consultation

            


    

     

    Each
      of
      the Note Trustee, the Calculation Agent, the Note Registrar and the Paying
      Agent
      may consult as to legal matters with lawyers selected by it, who may be
      employees of or lawyers to any party to this deed.

     

    
      	 	
              32.8

            	
              Duties

            


    

     

    
      	 	
              (a)

            	
              The
                Note Trustee, the Calculation Agent, the Note Registrar and the Paying
                Agents shall perform the duties, and only the duties, contained in
                or
                reasonably incidental to this deed and the Conditions and in the
                Class A
                Offered Notes, and no implied duties or obligations (other than general
                laws as to agency) shall be read into this deed or the Class A Offered
                Notes against the Note Trustee, the Calculation Agent, the Note Registrar
                or the Paying Agents. None of the Note Trustee, the Calculation Agent,
                the
                Note Registrar or the Paying Agents shall be required to take any
                action
                under this deed which would require it to incur any expense or liability,
                for which (in its reasonable opinion) either it would not be reimbursed
                within a reasonable time or in respect of which it has not been
                indemnified to its satisfaction.

            


    

     

    
      	 	
              (b)

            	
              The
                Class A3 Irish Paying Agent shall perform the duties, and only the
                duties, contained in or reasonably incidental to this deed, the Master
                Trust Deed and the Supplementary Bond Terms Notice and no implied
                duties
                or obligations (other than general laws as to agency) shall be read
                into
                this deed, the Master Trust Deed or the Supplementary Bond Terms
                Notice
                against the Class A3 Irish Paying Agent. The Class A3 Irish
                Paying Agent shall not be required to take any action under this
                deed, the
                Master Trust Deed and the Supplementary Bond Terms Notice which would
                require it to incur any expense or liability, for which (in its reasonable
                opinion) either it would not be reimbursed within a reasonable time
                or in
                respect of which it has not been indemnified to its
                satisfaction.

            


    

     

     

    


    
      
        
          
          

        

        
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              32.9

            	
              Income
                Tax Returns

            


    

     

    The
      Principal Paying Agent shall deliver to each Class A Offered Noteholder such
      information as may be reasonably required to enable such Class A Offered
      Noteholder to prepare its income tax returns.

    
       

      
        	 	 	 


      

    

    
      	 	
              33

            	
              Changes
                in Paying Agents, Class A3 Irish Paying
                Agent and Calculation Agent

            


    

     

    
      	 	
              33.1

            	
              Removal

            


    

     

    The
      Issuer (on the direction of the Manager) may at any time: 

     

    
      	 	
              (a)

            	
              with
                the prior written approval of the Note Trustee appoint: 

            


    

     

    
      	 	
              (1)

            	
              additional
                or alternative Paying Agents; or 

            


    

     

    
      	 	
              (2)

            	
              an
                alternative Calculation Agent; 

            


    

     

    
      	 	
              (b)

            	
              subject
                to this clause 33, terminate the appointment of any Paying Agent
                or the
                Calculation Agent by giving written notice to that effect to each
                Designated Rating Agency, the Calculation Agent (if its appointment
                is to
                be terminated), the Principal Paying Agent and the Note Trustee and
                (if
                different) the Paying Agent whose appointment is to be
                terminated:

            


    

     

    
      	 	
              (1)

            	
              with
                effect immediately on that notice, if any of the following occurs
                in
                relation to the Paying Agent or Calculation Agent (as the case may
                be):
                

            


    

     

    
      	 	
              (A)

            	
              an
                Insolvency Event has occurred in relation to the Paying Agent or
                Calculation Agent; 

            


    

     

    
      	 	
              (B)

            	
              the
                Paying Agent or Calculation Agent has ceased its
                business;

            


    

     

    
      	 	
              (C)

            	
              the
                Paying Agent or Calculation Agent fails to comply with any of its
                obligations under this deed and, if capable of remedy, such failure
                is not
                remedied within five Banking Days after the earlier of the Paying
                Agent or
                the Calculation Agent, as the case may be, having become aware of
                that
                failure and the receipt by the Paying Agent or the Calculation Agent,
                as
                the case may be, of written notice with respect thereto from the
                Issuer or
                Manager; or 

            


    

     

    
      	 	
              (2)

            	
              otherwise,
                with the prior written approval of the Note Trustee (which approval
                must
                not be unreasonably withheld or delayed) with effect from the next
                succeeding Payment Date, if such date falls more than 30 days after
                the
                notice, or otherwise from the following Payment Date. 

            


    

     

     

    


    
      
        
          
          

        

        
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              33.2

            	
              Resignation

            


    

     

    Subject
      to this clause 33, a Paying Agent or the Calculation Agent may resign its
      appointment under this deed at any time by giving to the Issuer, the Manager,
      each Designated Rating Agency and (where a Paying Agent is resigning and the
      Paying Agent is not the Principal Paying Agent) the Principal Paying Agent
      not
      less than 60 days' written notice to that effect, which notice shall expire
      not
      less than 30 days before any due date for payment of any Class A Offered Notes.
      

     

    
      	 	
              33.3

            	
              Limitation

            


    

     

    Despite
      clauses 33.1 and 33.2:

     

    
      	 	
              (a)

            	
              no
                resignation by or termination of the appointment of the Principal
                Paying
                Agent shall take effect until a new Principal Paying Agent approved
                in
                writing by the Note Trustee has been appointed on terms previously
                approved in writing by the Note Trustee (in each case, that approval
                not
                to be unreasonably withheld or
                delayed);

            


    

     

    
      	 	
              (b)

            	
              subject
                to clause 33.3(a), if the Principal Paying Agent or the Calculation
                Agent
                gives a notice of resignation in accordance with clause 33.2 and
                if by the
                date which is one (1) month prior to the date of the Principal Paying
                Agent’s or the Calculation Agent’s (as the case may be) proposed
                retirement or removal, the Issuer or the Manager has not appointed
                a new
                Principal Paying Agent or Calculation Agent, then the Principal Paying
                Agent or Calculation Agent (as the case may be) may petition any
                court of
                competent jurisdiction at the expense of the Issuer (which expense
                is an
                Expense for the purposes of the Master Trust Deed) for the appointment
                of
                a new Principal Paying Agent or Calculation Agent (as the case may
                be)
                acceptable to the Issuer and the Note
                Trustee;

            


    

     

    
      	 	
              (c)

            	
              no
                resignation by or termination of the appointment of any Paying Agent
                shall
                take effect if as a result of that resignation or termination there
                would
                cease to be a Paying Agent which has a Paying Office in the City
                of New
                York (in the case of the Class A1 Notes) or the United Kingdom (in
                the case of the Class A2 Notes) and the Republic of Ireland (for so
                long as the Class A2 Notes are listed and traded on the Irish Stock
                Exchange);

            


    

     

    
      	 	
              (d)

            	
              no
                appointment or termination of the appointment of any Paying Agent
                or the
                Calculation Agent (as the case may be) shall take effect unless and
                until
                notice has been given to the Class A Offered Noteholders in accordance
                with the Conditions; and 

            


    

     

    
      	 	
              (e)

            	
              no
                resignation by or termination of the appointment of the Calculation
                Agent
                shall take effect until a new Calculation Agent has been appointed;
                and

            


    

     

    
      	 	
              (f)

            	
              the
                appointment of any additional Paying Agent shall be on the terms
                and
                subject to the conditions of this deed and each of the parties to
                this
                deed shall co-operate fully to do all further acts and things and
                execute
                any further documents as may be necessary or desirable to give effect
                to
                the appointment of the Paying Agent (which shall be, in the case
                of an
                appointment under clause 33.1(a) or a termination under clause 33.1(b)(2),
                at the cost of the relevant Paying
                Agent).

            


    

     

    


    
      
        
          
          

        

        
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    In
      addition, the Issuer shall forthwith appoint a Paying Agent in New York City,
      the United Kingdom and the Republic of Ireland (for so long as the Class A2
      Notes are listed and traded on the Irish Stock Exchange) (as applicable) (if
      there is no such Paying Agent at the time) and while such circumstances subsist
      maintain such a Paying Agent. Notice of any such termination or appointment
      and
      of any change in the office through which any Paying Agent will act will be
      given in accordance with Condition 12.

     

    
      	 	
              33.4

            	
              Delivery
                of amounts

            


    

     

    If
      the
      appointment of the Principal Paying Agent terminates, the Principal Paying
      Agent
      shall, on the date on which that termination takes effect, pay to the successor
      Principal Paying Agent any amount held by it for payment of principal or
      interest in respect of any Class A Offered Note and shall deliver to the
      successor Principal Paying Agent all records maintained by it pursuant to this
      deed and all documents (including any Definitive Notes) held by it.

     

    
      	 	
              33.5

            	
              Successor
                to Principal Paying Agent

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              Any
                corporation:

            


    

     

    
      	 	
              (1)

            	
              into
                which the Principal Paying Agent is merged;


            


    

     

    
      	 	
              (2)

            	
              with
                which the Principal Paying Agent is
                consolidated;

            


    

     

    
      	 	
              (3)

            	
              resulting
                from any merger or consolidation to which the Principal Paying Agent
                is a
                party; 

            


    

     

    
      	 	
              (4)

            	
              to
                which the Principal Paying Agent sells or otherwise transfers all
                or
                substantially all the assets of its corporate trust business,
                

            


    

     

    shall,
      on
      the date when that merger, conversion, consolidation, sale or transfer becomes
      effective (and upon execution by the Issuer, the Manager and any such merged
      or
      consolidated entity of a deed whereby that entity agrees to be bound by the
      terms of this deed) and to the extent permitted by applicable law, become the
      successor Principal Paying Agent under this deed without the execution or filing
      of any agreement or document or any further act on the part of the parties
      to
      this deed, unless otherwise required by the Issuer or the Manager, and after
      that effective date all references in this deed to the Principal Paying Agent
      shall be references to that corporation.

     

    


    
      
        
          
          

        

        
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              (c)

            	
              The
                Manager undertakes to use its best endeavours to procure execution by the
                relevant parties of the deeds referred to in clauses 33.5(a) and
                33.5(b)

            


    

     

    
      	 	
              33.6

            	
              Successor
                to Calculation Agent

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              Any
                corporation:

            


    

     

    
      	 	
              (1)

            	
              into
                which the Calculation Agent is merged;


            


    

     

    
      	 	
              (2)

            	
              with
                which the Calculation Agent is consolidated;


            


    

     

    
      	 	
              (3)

            	
              resulting
                from any merger or consolidation to which the Calculation Agent is
                a
                party; 

            


    

     

    
      	 	
              (4)

            	
              to
                which the Calculation Agent sells or otherwise transfers all or
                substantially all the assets of its corporate trust
                business,

            


    

     

    shall,
      on
      the date when that merger, conversion, consolidation, sale or transfer becomes
      effective (and upon execution by the Issuer, the Manager and any such merged
      or
      consolidated entity of a deed whereby that entity agrees to be bound by the
      terms of this deed) and to the extent permitted by applicable law, become the
      successor Calculation Agent under this deed without the execution or filing
      of
      any agreement or document or any further act on the part of the parties to
      this
      deed, unless otherwise required by the Issuer or the Manager, and after that
      effective date all references in this deed to the Calculation Agent shall be
      references to that corporation. 

     

    
      	 	
              (c)

            	
              The
                Manager undertakes to use its best endeavours to procure execution
                by the
                relevant parties of the deeds referred to in clauses 33.6(a) and
                33.6(b).

            


    

     

    
      	 	
              33.7

            	
              Notice
                to Noteholders

            


    

     

    The
      Manager on behalf of the Issuer shall, within 14 days of: 

     

    
      	 	
              (a)

            	
              the
                termination of the appointment of any Paying Agent or the Calculation
                Agent;

            


    

     

    
      	 	
              (b)

            	
              the
                appointment of a new Paying Agent or Calculation Agent; or
                

            


    

     

    
      	 	
              (c)

            	
              the
                resignation of any Paying Agent or Calculation
                Agent,

            


    

    

      
        
          
          

        

        
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    give
      to
      the Class A Offered Noteholders notice of the termination, appointment or
      resignation in accordance with Condition 12 (in the case of a termination under
      clause 33.1(b) or 33.2 at the cost of the outgoing Paying Agent or the
      Calculation Agent, as the case may be). 

     

    
      	 	
              33.8

            	
              Change
                in Paying Office or Specified
                Office

            


    

     

    
      	 	
              (a)

            	
              If
                any Paying Agent proposes to change its Paying Office or to nominate
                a
                further Paying Office (which must be within the same city as its
                previous
                Paying Office), it must give to the Issuer, the Manager, the Note
                Trustee
                and, in the case of a change in the Paying Office of a Paying Agent
                other
                than the Principal Paying Agent, the Principal Paying Agent, not
                less than
                30 days' prior written notice of that change, giving the address
                of the
                new Paying Office and stating the date on which the change is to
                take
                effect. No change of Paying Office may occur within the period of
                30 days
                before any due date for payment of any Notes.


            


    

     

    
      	 	
              (b)

            	
              If
                the Calculation Agent proposes to change its Specified Office (which
                must
                be in New York), or to nominate a further Specified Office, it must
                give
                to the Issuer, the Manager and the Note Trustee, not less than 30
                days'
                prior written notice of that change, giving the address of the new
                Specified Office and stating the date on which the change is to take
                effect. No change of specified office may occur within the period
                of 30
                days before any due date for payment of any Class A Offered
                Notes.

            


    

     

    
      	 	
              (c)

            	
              If
                the Note Registrar proposes to change its Specified Office (which
                must be
                in New York), or to nominate a further Specified Office, it must
                give to
                the Issuer, the Manager and the Note Trustee, not less than 30 days'
                prior
                written notice of that change, giving the address of the new Specified
                Office and stating the date on which the change is to take effect.
                No
                change of specified office may occur within the period of 30 days
                before
                any due date for payment of any Class A Offered
                Notes.

            


    

     

    
      	 	
              (d)

            	
              The
                Manager on behalf of the Issuer must, within 14 days of receipt of
                a
                notice under paragraph (a) or (b) (unless the appointment is to terminate
                pursuant to clause 33.1 or 33.2 on or prior to the date of that change)
                give to the Class A Offered Noteholders notice in accordance with
                the
                Conditions of that change and of the address of the new Paying Office
                or
                Specified Office (as the case may be) but the costs of giving that
                notice
                shall be borne by the Paying Agent or the Calculation Agent (as the
                case
                may be) which is changing its Paying Office or Specified Office and
                not by
                the Issuer or the Manager. 

            


    

     

    
      	 	
              (e)

            	
              Despite
                any other provision of this deed, no Paying Office may be located
                in
                Australia.

            


    

     

    
      	 	
              33.9

            	
              Class A3
                Irish Paying Agent

            


    

     

    
      	 	
              (a)

            	
              The
                Issuer, at the direction of the Manager, may at any time, subject
                to this
                clause 33.9, terminate the appointment of the Class A3 Irish Paying
                Agent under this deed at any time by giving written notice to the
                Class A3 Irish Paying Agent to that effect. 

            


    

     

     

    


    
      
        
          
          

        

        
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              (b)

            	
              Subject
                to this clause 33.9, the Class A3 Irish Paying Agent may resign its
                appointment under this deed at any time by giving to the Issuer and
                the
                Manager not less than 90 days’ written notice to that
                effect.

            


    

     

    
      	 	
              (c)

            	
              The
                termination of the appointment or the retirement of the Class A3
                Irish Paying Agent will not have any effect until a replacement agent
                is
                appointed with an office in the Republic of Ireland for so long as
                the
                listing rules of the Irish Stock Exchange require such a paying agent
                as a
                condition of listing and trading the Class A3 Notes on the Daily
                Official List of the Irish Stock
                Exchange.

            


    

     

    
      	 	
              (d)

            	
              Where:

            


    

     

    
      	 	
              (1)

            	
              the
                Issuer (at the direction of the Manager) has terminated the appointment
                of
                the Class A3 Irish Paying Agent in accordance with clause 33.9(a),
                the Manager must promptly, after giving notice of such termination,
                notify
                each Designated Rating Agency of the termination in
                writing.

            


    

     

    
      	
            	(2)	
              the
                Class A3 Irish Paying Agent has resigned from its appointment in
                accordance with clause 33.9(b), the Manager must promptly, after
                receiving
                notice of such resignation, notify each Designated Rating Agency
                of the
                resignation in writing.

            


    

     

    
      	 	
              (e)

            	
              Where
                under clause 33.9(c) a replacement agent is required to be appointed
                for
                so long as the Class A3 Notes are listed and traded on the Irish
                Stock Exchange, then the outgoing Class A3 Irish Paying Agent must do
                all things reasonably necessary to assist the Manager and the replacement
                agent to enable the replacement agent to be able to perform its
                obligations under this deed, and all other deeds, agreements and
                other
                arrangements entered into by the existing Class A3 Irish Paying Agent
                in relation to the Class A3
                Notes.

            


    

    
       

      
        	 	 	 


      

    

    
      	 	
              34

            	
              Waiver

            


    

     

    
      	 	
              (a)

            	
              The
                Note Trustee may, without the consent of any of the Class A Offered
                Noteholders, and if directed to do so by the holders of at least
                75% of
                the aggregate Invested Amount of the Class A Offered Notes calculated
                and
                expressed in the A$ Equivalent must, and without prejudice to its
                rights
                in respect of any subsequent breach, condition, event or act from
                time to
                time and at any time (but only if, and in so far as, in its opinion
                the
                interests of any of the Class A Offered Noteholders are not materially
                prejudiced unless the Note Trustee is acting at the direction of
                the
                holders of at least 75% of the aggregate Invested Amount of the Class
                A
                Offered Notes calculated and expressed in the A$ Equivalent), waive
                or
                authorise on any terms and subject to any conditions as it sees fit
                and
                proper:

            


    

     

    
      	 	
              (1)

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

            


    

     

    


    
      
        
          
          

        

        
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              (2)

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

            


    

     

    but
      the
      Note Trustee shall not exercise any powers conferred on it by this clause 34
      in
      contravention of any express direction given in writing by holders of Class
      A
      Offered Notes representing at least 75% of the aggregate Invested Amount of
      the
      Class A Offered Notes calculated and expressed in the A$ Equivalent or the
      affected class of Class A Offered Notes as applicable. No direction or request
      shall affect any waiver, authorisation or determination previously given or
      made.

     

    
      	 	
              (b)

            	
              Any
                waiver, authorisation or determination under this clause 34 is binding
                on
                the Class A Offered Noteholders and if, but only if, the Note Trustee
                so
                requires, shall be notified by the Issuer to the Class A Offered
                Noteholders in accordance with Condition 12 as soon as
                practicable.

            


    

    
       

      
        	 	 	 


      

    

    
      	 	
              35

            	
              Amendment

            


    

     

    
      	 	
              35.1

            	
              Approval

            


    

     

    The
      Manager and the Issuer may, following the giving of not less than ten Banking
      Days’ prior notice to each Designated Rating Agency:

     

    
      	 	
              (a)

            	
              by
                way of supplemental deed entered into with the parties to this deed
                alter,
                add to or modify this deed (including this clause 35), the Conditions
                and this clause 35 or any other Transaction Document to which the
                Note
                Trustee is a party; or 

            


    

     

    
      	 	
              (b)

            	
              subject
                to (a), with the consent of the Note Trustee, alter, add to or modify
                any
                Transaction Document (in so far as any such amendment affects or
                relates
                to the Securitisation Fund), 

            


    

     

    so
      long
      as that alteration, addition or modification is:

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

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

            


    

     

    
      	 	
              (e)

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

            


    

     

    


    
      
        
          
          

        

        
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              (f)

            	
              in
                the reasonable opinion of the Note Trustee neither prejudicial nor
                likely
                to be prejudicial to the interests of the Class A Offered Noteholders
                as a
                whole, and in the manner, and to the extent, permitted by the Transaction
                Documents.

            


    

     

    
      	 	
              35.2

            	
              Resolution
                of Class A Offered
                Noteholders

            


    

     

    Where
      in
      the opinion of the Note Trustee a proposed alteration, addition or modification
      to this deed or any other Transaction Document, other than an alteration,
      addition or modification referred to in clause 35.1, is prejudicial or likely
      to
      be prejudicial to the interest of Class A Offered Noteholders as a whole or
      any
      class of Class A Offered Noteholders, the Note Trustee, the Manager and the
      Issuer may make that alteration, addition or modification only if sanctioned
      in
      writing by holders of at least 75% of the aggregate Invested Amount of each
      such
      Class of Class A Offered Notes calculated and expressed in the A$ Equivalent,
      as
      applicable, and in any case, with respect to the Class A1 notes, in
      compliance with the TIA.

     

    
      	 	
              35.3

            	
              Distribution
                of amendments

            


    

     

    The
      Manager shall distribute to all Class A Offered Noteholders and each Designated
      Rating Agency a copy of any amendments made under clause 35.1 or 35.2 in
      accordance with Condition 12 as soon as reasonably practicable after the
      amendment has been made.

     

    
      	 	
              35.4

            	
              Amendments
                binding

            


    

     

    Any
      amendment under this clause 35 is binding on the Noteholders.

     

    
      	 	
              35.5

            	
              No
                Rating Agency downgrade

            


    

     

    If
      each
      of the Designated Rating Agencies has confirmed in writing that a proposed
      alteration, addition or revocation if effected will not adversely affect the
      rating or credit assessment then assigned by it to the Class A Offered Notes
      or
      the relevant sub-class of the Class A Offered Notes, the Note Trustee shall
      be
      entitled to take into account such confirmation when determining whether any
      proposed alteration, addition or revocation will be prejudicial or will be
      likely to be prejudicial to the interests of Class A Offered Noteholders or
      a
      sub-class thereof.

     

    
      	 	
              35.6

            	
              Conformity
                with TIA

            


    

     

    Every
      amendment of this deed executed pursuant to this clause 35 shall conform to
      the
      requirements of the TIA, in respect of the Class A1 Notes, as then in
      effect so long as this deed shall then be qualified under the TIA. 

    
       

      
        	 	 	 


      

    

    
      	 	
              36

            	
              Class
                A Offered Noteholders

            


    

     

    
      	 	
              36.1

            	
              Absolute
                owner

            


    

     

    
      	 	
              (a)

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

            


    

     

    


    
      
        
          
          

        

        
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              (b)

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

            


    

     

    
      	 	
              (c)

            	
              All
                payments made to the owner of a Class A Offered Note under this clause
                36
                (or, in the case of a Book-Entry Note, to or to the order of the
                registered holder of that Book-Entry Note) shall be valid and, to
                the
                extent of the sums so paid, effective to satisfy and discharge the
                liability for the moneys payable upon those Class A Offered
                Notes.

            


    

     

    
      	 	
              (d)

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

            


    

     

    
      	 	
              (e)

            	
              The
                principal of each Class A Offered Note shall be payable on each Payment
                Date and the Final Maturity Date as set forth in the Conditions.
                The
                Principal Paying Agent shall notify the person in whose name a Class
                A
                Offered Note is registered at the close of business on the Record
                Date
                preceding the Payment Date on which the Issuer expects that the final
                instalment of principal and interest on such Class A Offered Note
                will be
                paid. Such notice shall be mailed or transmitted by facsimile prior
                to
                such Final Maturity Date and shall specify that such final instalment
                will
                be payable only upon presentation and surrender of such Class A Offered
                Note and shall specify the place where such Class A Offered Note
                may be
                presented and surrendered for payment of such instalment. Notices
                in
                connection with redemptions of Class A Offered Notes shall be mailed
                to
                Class A Offered Noteholders as provided in Condition
                12.

            


    

     

     

    


    
      
        
          
          

        

        
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              36.2

            	
              Clearing
                Agency Certificate

            


    

     

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

    
       

      
        	 	 	 


      

    

    
      	 	
              37

            	
              Currency
                Indemnity

            


    

     

    Subject
      to this deed including, without limitation, clause 45, the Issuer indemnifies
      the Note Trustee and the Class A Offered Noteholders and keeps them indemnified
      against:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (1)

            	
              the
                date (if any) as of which the non-Relevant Class A Currency equivalent
                of
                the Relevant Class A Currency amounts due or contingently due under
                this
                deed (other than this clause 37) or in respect of the relevant Class
                A
                Offered Notes is calculated for the purposes of any bankruptcy, insolvency
                or liquidation of the Issuer; and

            


    

     

    
      	 	
              (2)

            	
              the
                final date for ascertaining the amount of claims in that bankruptcy,
                insolvency or liquidation provided that in that bankruptcy, insolvency
                or
                liquidation claims are required to be made in a currency other than
                the
                Relevant Class A Currency.

            


    

     

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

     

    
      	 	
              (c)

            	
              If
                any payment is made by the Issuer under this deed or the Class A
                Offered
                Notes or if the Note Trustee or any Class A Offered Noteholder receives
                or
                recovers any money under or pursuant to this deed or the Class A
                Offered
                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 Offered 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 Offered Notes in the Agreed
                Currency.

            


    

     

    


    
      
        
          
          

        

        
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              (d)

            	
              Any
                payment purportedly pursuant to the terms of this deed or a Class
                A
                Offered 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.

            


    

     

    
      	 	
              (e)

            	
              The
                indemnities in this clause 37 are obligations of the Issuer separate
                and
                independent from its obligations under the other provisions of this
                deed
                and Class A Offered Notes and apply irrespective of any time or indulgence
                granted by the Note Trustee or the Class A Offered Noteholders from
                time
                to time and shall continue in full force and effect despite the judgment
                or filing of any proof or proofs in any bankruptcy, insolvency or
                liquidation of the Issuer for a liquidated sum or sums in respect
                of
                amounts due under this deed (other than this clause 37) or the Class
                A
                Offered Notes. Any deficiency will constitute a loss suffered by
                the Class
                A Offered Noteholders and no proof or evidence of any actual loss
                shall be
                required by the Issuer or its
                liquidator.

            


    

    
       

      
        	 	 	 


      

    

    
      	 	
              38

            	
              New
                Note Trustees

            


    

     

    
      	 	
              38.1

            	
              Appointment
                by Issuer

            


    

     

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

     

    
      	 	
              38.2

            	
              Appointment
                by Note Trustee

            


    

     

    
      	 	
              (a)

            	
              The
                Note Trustee may, on not less than 14 days prior written notice to
                the
                Issuer and Manager, appoint any person established or resident in
                any
                jurisdiction (whether a Trust Corporation or not) to act either as
                a
                separate note trustee or as a co-note trustee jointly with the Note
                Trustee:

            


    

     

    


    
      
        
          
          

        

        
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              (1)

            	
              if
                the Note Trustee considers that appointment to be in the interests
                of the
                Class A Offered Noteholders;

            


    

     

    
      	 	
              (2)

            	
              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

            


    

     

    
      	 	
              (3)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

            	
              The
                Note Trustee may remove any person appointed under this clause 38.
                The
                reasonable remuneration of any person appointed under this clause
                38
                together with any costs, charges and expenses properly incurred by
                it in
                performing its function as note trustee or co-note trustee will be
                costs,
                charges and expenses incurred by the Note Trustee under this
                deed.

            


    

     

    
      	 	
              38.3

            	
              Notice

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

    
       

      
        	 	 	 


      

    

    
      	 	
              39

            	
              Note
                Trustee’s Retirement and
                Removal

            


    

     

    
      	 	
              39.1

            	
              Removal
                by Issuer

            


    

     

    The
      Issuer (or the Manager after informing the Issuer of its intention to do so)
      may
      at any time terminate the appointment of the Note Trustee by giving written
      notice to that effect to each Designated Rating Agency and the Note Trustee
      with
      effect immediately on that notice, subject to clause 39.4, if any of the
      following occurs in relation to the Note Trustee:

     

    


    
      
        
          
          

        

        
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              (a)

            	
              an
                Insolvency Event has occurred in relation to the 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)

            	
              the
                Note Trustee has ceased its business;


            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (1)

            	
              the
                Note Trustee becoming aware of that failure;
                and

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (d)

            	
              the
                Note Trustee fails to satisfy any obligation imposed on it under
                the TIA
                with respect to the Securitisation Fund or this deed or comply with
                clause
                39.9.

            


    

     

    
      	 	
              39.2

            	
              Removal
                by Class A Offered
                Noteholders

            


    

     

    The
      Class
      A Offered Noteholders may resolve by written consent of the holders of at least
      75% of the aggregate Invested Amount of the Class A Offered Notes calculated
      and
      expressed in the A$ Equivalent to require the Issuer to terminate the
      appointment of the Note Trustee or Note Trustees for the time being of this
      deed.

     

    
      	 	
              39.3

            	
              Resignation

            


    

     

    Subject
      to this clause 39, the Note Trustee may resign its appointment under this deed
      at any time by giving to the Issuer, the Manager, the Security Trustee and
      each
      Designated Rating Agency not less than 3 months’ written notice to that effect
      which notice shall expire not less than 30 days (or such lesser time as the
      Manager, the Issuer and the Note Trustee may agree) before any due date for
      payment of the Class A Offered Notes.

     

    
      	 	
              39.4

            	
              Rating
                Agencies approval

            


    

     

    Any
      resignation or removal of the Note Trustee and appointment of a successor note
      trustee will not become effective until acceptance of the appointment by that
      successor note trustee and confirmation by Moody’s, Fitch Ratings and S&P
      (such confirmation not to be unreasonably withheld or delayed) that such
      appointment will not cause a downgrading, qualification or withdrawal of the
      then current ratings of the Class A Offered Notes. The Manager is responsible
      for obtaining such confirmation from Moody’s, Fitch Ratings and S&P.


     

    
      	 	
              39.5

            	
              Trust
                Corporation

            


    

     

    The
      Issuer undertakes that if the Note Trustee which is a Trust Corporation retires
      or is removed it will use its best endeavours to appoint a new note trustee
      of
      this deed which is a Trust Corporation as soon as reasonably practicable. The
      retirement or removal of any Note Trustee shall not become effective until
      a
      successor Note Trustee which is a Trust Corporation is appointed, save as
      hereinafter provided. The Manager must assist the Issuer to appoint a new note
      trustee of this deed. If the Issuer fails to appoint a new Note Trustee by
      the
      date which is one (1) month prior to the date of the Note Trustee’s proposed
      retirement or removal, the Note Trustee shall be entitled to appoint a new
      Note
      Trustee which is a Trust Corporation and such appointment shall be deemed to
      have been made under clause 38.2 of this deed. If no other person can be found
      to act as the Note Trustee, the Class A Offered Noteholders may appoint a Note
      Trustee from among the holders of the Class A Offered Notes.

     

     

    


    
      
        
          
          

        

        
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              39.6

            	
              Successor
                to Note Trustee

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              Any
                corporation:

            


    

     

    
      	 	
              (1)

            	
              into
                which the Note Trustee is merged;

            


    

     

    
      	 	
              (2)

            	
              with
                which the Note Trustee is
                consolidated;

            


    

     

    
      	 	
              (3)

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

            


    

     

    
      	 	
              (4)

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

            


    

     

    shall,
      on
      the date when that merger, conversion, consolidation, sale or transfer becomes
      effective (and upon execution by the Issuer, the Manager and any such merged
      or
      consolidated entity of a deed whereby that entity agrees to be bound by the
      terms of this deed) and to the extent permitted by applicable law, including
      Section 310(a) of the TIA, become the successor Note Trustee under this deed
      without the execution or filing of any agreement or document or any further
      act
      on the part of the parties to this deed, unless otherwise required by the Issuer
      or the Manager, and after that effective date all references in this deed to
      the
      Note Trustee shall be references to that corporation.

     

    
      	 	
              (c)

            	
              The
                Manager undertakes to use its best endeavours to procure execution
                by the
                relevant parties of the deeds referred to in clauses 39.6(a) and
                39.6(b).

            


    

     

     

    


    
      
        
          
          

        

        
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              39.7

            	
              Notice

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              The
                Note Trustee shall notify each Designated Rating Agency of its retirement
                as soon as practical.

            


    

     

    
      	 	
              39.8

            	
              Retention
                of Lien

            


    

     

    
      	 	
              (a)

            	
              Nothing
                in this clause 39 shall release the Note Trustee from any liability
                incurred by it prior to its
                retirement.

            


    

     

    
      	 	
              (b)

            	
              The
                outgoing Note Trustee will remain entitled to the benefit of the
                indemnities granted by this deed to the outgoing Note Trustee in
                respect
                of any liability, cost or other obligation incurred by it while acting
                as
                Note Trustee, as if it were still the Note Trustee under this
                deed.

            


    

     

    
      	 	
              39.9

            	
              Eligibility;
                Disqualification

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

            	
              Neither
                the Manager, the Issuer nor any of their related entities may be
                appointed
                as Note Trustee.

            


    

    
       

      
        	 	 	 


      

    

    
      	 	
              40

            	
              Note
                Trustee’s Powers
                Additional

            


    

     

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

    
       

      
        	 	 	 


      

    

    
      	 	
              41

            	
              Severability
                of Provisions

            


    

     

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

     

    

      
        
          
          

        

        
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              42

            	
              Notices

            


    

     

    
      	 	
              42.1

            	
              General

            


    

     

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

     

    
      	 	
              (a)

            	
              must
                be in writing;

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

            	
              will
                be taken to be duly given or made:

            


    

     

    
      	 	
              (1)

            	
              (in
                the case of delivery in person or by post) when delivered, received
                or
                left at the address of the person shown in clause 42.2 or to any
                other
                address of which the sender may have been notified by the recipient;
                and

            


    

     

    
      	 	
              (2)

            	
              (in
                the case of facsimile transmission) on receipt of a transmission
                report
                confirming successful transmission to the number shown in clause
                42.2 or
                any other number notified by the recipient to the sender in accordance
                with this clause 42;

            


    

     

    but
      if
      delivery or receipt is on a day on which business is not generally carried
      on in
      the place to which the communication is sent or is later than 5.00 pm (local
      time), it will be taken to have been duly given or made at the commencement
      of
      business on the next day on which business is generally carried on in that
      place. Any party may by notice to each party change its address and facsimile
      under this clause 42.1.

     

    
      	 	
              42.2

            	
              Details

            


    

     

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

     

    The
      Issuer

     

    Perpetual
      Limited

    Level
      12

    123
      Pitt
      Street

    Sydney
      New South Wales 2000

    Australia

    


    
      	 	
              Fax:

            	
              +612
                9221 7870

            


    

     

    
      	 	
              Attention:

            	
              Head
                of Debt Markets/Manager,
                Securitisation

            


    

     

    The
      Manager

     

    ME
      Portfolio Management Limited

    Level
      16

    360
      Collins Street

    Melbourne
      Victoria 3000

    Australia

    


    
      	 	
              Fax:

            	
              +613
                9605 6200

            


    

     

    
      	 	
              Attention:

            	
              Manager
                - Capital Markets

            


    

     

    


    
      
        
          
          

        

        
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    The
      Note Trustee

     

    The
      Bank
      of New York

    101
      Barclay Street

    Floor
      4
      East

    New
      York
      New York 10286

    United
      States of America

    


    
      	 	
              Fax:

            	
              +1
                212 815 5915

            


    

     

    
      	 	
              Attention:

            	
              Global
                Structured Finance

            


    

     

    The
      Calculation Agent

     

    The
      Bank
      of New York

    101
      Barclay Street

    Floor
      4
      East

    New
      York
      New York 10286

    United
      States of America

    


    
      	 	
              Fax:

            	
              +1
                212 815 5915

            


    

     

    
      	 	
              Attention:

            	
              Global
                Structured Finance

            


    

     

    The
      Security Trustee

     

    Perpetual
      Trustee Company Limited

    Level
      12

    123
      Pitt
      Street

    Sydney
      New South Wales 2000

    Australia

     

    
      	 	
              Fax:

            	
              +612
                9221 7870

            


    

     

    
      	 	
              Attention:

            	
              Head
                of Debt Markets/Manager -
                Securitisation

            


    

     

    The
      Note Registrar

     

    The
      Bank
      of New York

    101
      Barclay Street

    Floor
      4
      East

    New
      York
      New York 10286

    United
      States of America

     

    
      	 	
              Fax:

            	
              +1
                212 815 5915

            


    

     

    
      	 	
              Attention:

            	
              Global
                Structured Finance

            


    

     

    The
      Principal Paying Agent

     

    The
      Bank
      of New York

    101
      Barclay Street

    Floor
      4
      East

    New
      York
      New York 10286

    United
      States of America

    


    
      	 	
              Fax:

            	
              +1
                212 815 5915

            


    

     

    


    
      
        
          
          

        

        
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              Attention:

            	
              Global
                Structured Finance

            


    

     

    The
      Irish Paying Agent

     

    BNY
      Fund
      Services (Ireland) Limited

    Guild
      House

    Guild
      Street

    Dublin
      1

    Republic
      of Ireland

    


    
      	 	
              Fax:

            	
              +353
                1 829 0833

            


    

     

    
      	 	
              Attention:

            	
              Chief
                Operating Officer

            


    

     

    The
      Class A3 Irish Paying Agent

     

    BNY
      Fund
      Services (Ireland) Limited

    Guild
      House

    Guild
      Street

    Dublin
      1

    Republic
      of Ireland

    


    
      	 	
              Fax:

            	
              +353
                1 829 0833

            


    

     

    
      	 	
              Attention:

            	
              Chief
                Operating Officer

            


    

     

    
      	 	
              42.3

            	
              Communication
                through Principal Paying
                Agent

            


    

     

    All
      communications relating to this agreement between the Issuer and the Manager
      and
      the Calculation Agent and any of the Paying Agents or between the Paying Agents
      themselves shall save as otherwise provided in this agreement, be made through
      the Principal Paying Agent.

    
       

      
        	 	 	 


      

    

    
      	 	
              43

            	
              Governing
                Law and Jurisdiction

            


    

     

    
      	 	
              43.1

            	
              Governing
                law

            


    

     

    
      	 	
              (a)

            	
              Subject
                to clause 43.1(b), this deed and the Note Trust are governed by the
                law of
                New South Wales, Australia. The parties submit to the non-exclusive
                jurisdiction of courts exercising jurisdiction there.
                

            


    

     

    
      	 	
              (b)

            	
              The
                administration of the Note Trust created under this deed, including
                the
                exercise of the Note Trustee’s powers under clause 13 of this deed, is
                governed by the law of New York. In the event of any inconsistency
                between
                the operation of the law of New South Wales, Australia and the law
                of New
                York in respect of the application of those powers, the law of New
                York
                will prevail to the extent of the inconsistency. 

            


    

     

    
      	 	
              43.2

            	
              Jurisdiction

            


    

     

    Each
      of
      the parties hereto irrevocably agrees for the benefit of each other and the
      Noteholders that the courts of New South Wales, Australia are to have
      jurisdiction to settle any disputes which may arise out of or in connection
      with
      this deed and that accordingly any notices, demands, suit, action or proceedings
      arising out of or in connection with this deed (together referred to as
      "Proceedings")
      may be
      brought in the courts of New South Wales, Australia. Each of the parties hereto
      irrevocably and unconditionally waives and agrees not to raise any objection
      which it may have now or subsequently to the laying of the venue of any
      Proceedings in the courts of New South Wales, Australia and any claim that
      any
      Proceedings have been brought in an inconvenient forum and further irrevocably
      and unconditionally agrees that a judgment in any Proceedings brought in the
      courts of New South Wales, Australia shall be conclusive and binding upon it
      and
      may be enforced in the courts of any other jurisdiction. Nothing in this Clause
      shall limit any right to take Proceedings in any other court of competent
      jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions
      preclude the taking of Proceedings in any other jurisdiction, whether
      concurrently or not.

     

     

    


    
      
        
          
          

        

        
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              43.3

            	
              Agent

            


    

     

    The
      Issuer irrevocably and unconditionally appoints CT Corporation System, 111
      Eighth Avenue, New York, New York, 10011 and in the event of its ceasing so
      to
      act will appoint such other person as the Note Trustee may approve and as the
      Issuer may nominate in writing to the Note Trustee for the purpose to accept
      service of process on its behalf in respect of any Proceedings. The
      Issuer:

     

    
      	 	
              (a)

            	
              agrees
                to procure that, so long as any of the Notes remains outstanding,
                there
                shall be in force an appointment of such a person approved by the
                Note
                Trustee with an office with authority to accept service as
                aforesaid;

            


    

     

    
      	 	
              (b)

            	
              agrees
                that failure by any such person to give notice of such service of
                process
                to the Issuer shall not impair the validity of such service or of
                any
                judgment based thereon;

            


    

     

    
      	 	
              (c)

            	
              consents
                to the service of process in respect of any Proceedings by airmailing
                of
                copies, postage prepaid, to the Issuer in accordance with Clause
                26;
                and

            


    

     

    
      	 	
              (d)

            	
              agrees
                that nothing in this deed shall affect the right to serve process
                in any
                other manner permitted by law.

            


    

    
       

      
        	 	 	 


      

    

    
      	 	
              44

            	
              Counterparts

            


    

     

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

    
       

      
        	 	 	 


      

    

    
      	 	
              45

            	
              Limited
                Recourse

            


    

     

    
      	 	
              45.1

            	
              General

            


    

     

    Clause
      26
      of the Master Trust Deed applies to the obligations and liabilities of the
      Issuer and the Manager under this deed.

     

    
      	 	
              45.2

            	
              Liability
                of Issuer limited to its right to
                indemnity

            


    

     

    
      	 	
              (a)

            	
              The
                Issuer enters into this deed only in its capacity as trustee of the
                Securitisation Fund and in no other capacity (except where the Transaction
                Documents provide otherwise). Subject to clause 45.2(c) below, a
                liability
                arising under or in connection with this deed or the Securitisation
                Fund
                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
                Securitisation Fund which are available to satisfy the right of the
                Issuer
                to be exonerated or indemnified for the liability. This limitation
                of the
                Issuer’s liability applies despite any other provision of this deed 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 or the Securitisation
                Fund.

            


    

     

    


    
      
        
          
          

        

        
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              (b)

            	
              Subject
                to 45.2(c) below, no person (including any Relevant Party) may take
                action
                against the Issuer in any capacity other than as trustee of the
                Securitisation Fund or seek the appointment of a receiver (except
                under
                the Security Trust Deed), or a liquidator, an administrator or any
                similar
                person to the Issuer or prove in any liquidation, administration
                or
                arrangements of or affecting the Issuer except in relation to the
                Assets
                of the Securitisation Fund.

            


    

     

    
      	 	
              (c)

            	
              The
                provisions of this clause 45.2 shall not apply to any obligation
                or
                liability of the Issuer to the extent that it is not satisfied because
                under a Transaction Document or by operation of law there is a reduction
                in the extent of the Issuer’s indemnification or exoneration out of the
                Assets of the Securitisation Fund as a result of the Issuer’s fraud,
                negligence or wilful default.

            


    

     

    
      	 	
              (d)

            	
              It
                is acknowledged that the Relevant Parties are responsible under this
                deed
                or the other Transaction Documents for performing a variety of obligations
                relating to the Securitisation Fund. No act or omission of the Issuer
                (including any related failure to satisfy its obligations under this
                deed)
                will be considered fraud, negligence or wilful default of the Issuer
                for
                the purpose of clause 45.2(c) above to the extent to which the act
                or
                omission was caused or contributed to by any failure by any Relevant
                Party
                or any person who has been delegated or appointed by the Issuer in
                accordance with the Transaction Documents to fulfil its obligations
                relating to the Securitisation Fund or by any other act or omission
                of a
                Relevant Party or any such person.

            


    

     

    
      	 	
              (e)

            	
              No
                attorney, agent, delegate, receiver or receiver and manager appointed
                in
                accordance with this deed or any other 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 clause 45.2(c) above.

            


    

     

    
      	 	
              (f)

            	
              In
                this clause 45.2, Relevant Parties means any party to a Transaction
                Document other than the Issuer.

            


    

     

    
      	 	
              (g)

            	
              The
                Issuer is not obliged to do or refrain from doing anything under
                this deed
                (including incurring liability) unless the Issuer’s liability is limited
                in the same manner as set out in paragraphs (a) to (e) of this clause
                45.2.

            


    

     

    
      	 	
              45.3

            	
              Unrestricted
                remedies

            


    

     

    Nothing
      in clause 45.2 limits any party in:

     

    


    
      
        
          
          

        

        
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              (a)

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

            


    

     

    
      	 	
              (b)

            	
              obtaining
                declaratory relief;

            


    

     

    
      	 	
              (c)

            	
              relation
                to its rights under the Security Trust Deed;
                or

            


    

     

    
      	 	
              (d)

            	
              taking
                any legal action against the Issuer in its personal capacity under
                clause
                45.2(c)

            


    

     

    
      	 	
              45.4

            	
              Restricted
                remedies

            


    

     

    Except
      as
      provided in clauses 45.2(c) and 45.3, none of the Note Trustee, each Paying
      Agent or the Calculation Agent shall, in respect of this Deed:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              (statutory
                demand)
                issue any demand under s459E(1) of the Corporations Act (or any analogous
                provision under any other law) against the
                Issuer;

            


    

     

    
      	 	
              (c)

            	
              (winding
                up)
                apply for the winding up or dissolution of the
                Issuer;

            


    

     

    
      	 	
              (d)

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

            


    

     

    
      	 	
              (e)

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

            


    

     

    
      	 	
              (f)

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

            


    

     

    
      	 	
              (g)

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

            


    

     

    or
      take
      proceedings for any of the above and the Note Trustee, each Paying Agent and
      the
      Calculation Agent waives their rights to make those applications and take those
      proceedings.

     

    A
      reference to the Issuer in this clause 45.4 is to the Issuer in its personal
      capacity and not as trustee of the Securitisation Fund

     

    
      	 	
              45.5

            	
              Wilful
                Default of the Issuer

            


    

     

    For
      the
      purposes of this deed the expression “wilful default”:

     

    
      	 	
              (a)

            	
              in
                relation to the Issuer, means a wilful default of this deed by the
                Issuer:

            


    

     

    
      	 	
              (1)

            	
              other
                than a default which:

            


    

     

    
      	 	
              (A)

            	
              arises
                out of a breach of a Transaction Document by a person other than
                the
                Issuer or any person referred to in clause 45.5(b) in relation to
                the
                Issuer;

            


    

     

    
      	 	
              (B)

            	
              arises
                because some other act or omission is a precondition to the relevant
                act
                or omission of the Issuer and that other act or omission does not
                occur;

            


    

     

    
      	 	
              (C)

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

            


    

     

    


    
      
        
          
          

        

        
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              (D)

            	
              is
                in accordance with an instruction or direction given to it by any
                person
                in circumstances where that person is authorised to do so by any
                Transaction Document; and

            


    

     

    
      	 	
              (2)

            	
              in
                circumstances where had it not committed that default it would have
                been
                entitled to recoupment, reimbursement or a right of indemnity for
                its
                costs and expenses (if any) in complying with this deed from the
                Securitisation Fund;

            


    

     

    
      	 	
              (b)

            	
              a
                reference to the “fraud”, “negligence” or “wilful default” of the Issuer
                means the fraud, negligence or wilful default of the Issuer and of
                its
                officers or employees, but not of its agents or delegates, unless
                the
                Issuer is liable for the acts or omissions of such other person under
                the
                terms of this deed.

            


    

    
       

      
        	 	 	 


      

    

    
      	 	
              46

            	
              Successor
                Trustee

            


    

     

    The
      Note
      Trustee, each Paying Agent and the Calculation Agent shall do all things
      reasonably necessary to enable any successor Issuer appointed under
      clause 18 of the Master Trust Deed to become the Issuer under this
      deed.

    
       

      
        	 	 	 


      

    

    
      	 	
              47

            	
              Reimbursement
                for the Cost of Independent
                Advice

            


    

     

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

    
       

      
        	 	 	 


      

    

    
      	 	
              48

            	
              No
                Liability

            


    

     

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

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              any
                decline or loss directly or indirectly arising from the Note Trustee
                acting or failing to act as a consequence of an opinion reached by
                it or
                failing to act as a consequence of it not being indemnified for any
                action
                it might otherwise have taken as contemplated by clause 6.3;
                and

            


    

     

    
      	 	
              (c)

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

            


    

     

    


    
      
        
          
          

        

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

    
       

      
        	 	 	 


      

    

    
      	 	
              49

            	
              Prospectus

            


    

     

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

    
       

      
        	 	 	 


      

    

    
      	 	
              50

            	
              Note
                Trustee’s Limited
                Liability

            


    

     

    
      	 	
              50.1

            	
              Reliance
                on certificate

            


    

     

    The
      Note
      Trustee shall not incur any liability as a result of relying upon the authority,
      validity, due authorisation of, or the accuracy of any information contained
      in
      any notice, resolution, direction, consent, certificate, receipt, affidavit,
      statement, valuation report or other document or communication (including any
      of
      the above submitted or provided by the Manager, by the Issuer or by a Class
      A
      Offered Noteholder) if the Note Trustee is entitled, under clause 50.2 to assume
      such authenticity, validity, due authorisation or accuracy.

     

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

     

    
      	 	
              50.2

            	
              Note
                Trustee’s reliance on Manager, Security Trustee, Issuer or Mortgage
                Manager

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

            	
              the
                accuracy of any information contained in any such
                documents,

            


    

     

    in
      either
      case unless the officers of the Note Trustee responsible for the administration
      of the Note Trust are actually aware to the contrary.

     

    


    
      
        
          
          

        

        
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              (b)

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

            


    

     

    
      	 	
              50.3

            	
              Compliance
                with laws

            


    

     

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

     

    
      	 	
              50.4

            	
              Reliance
                on experts

            


    

     

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

     

    
      	 	
              50.5

            	
              Oversights
                of others

            


    

     

    Having
      regard to the limitations on the Note Trustee’s duties, powers, authorities and
      discretions under this deed, the Note Trustee shall not be responsible for
      any
      act, omission, misconduct, mistake, oversight, error of judgment, forgetfulness
      or want of prudence on the part of any person or agent appointed by the Note
      Trustee or on whom the Note Trustee is entitled to rely under this deed (other
      than a related body corporate (as defined in section 9 of the Corporations
      Act)), attorney, banker, receiver, barrister, solicitor, agent or other person
      acting as agent or adviser to the Note Trustee except to the extent of losses,
      costs, claims or damages caused by the Note Trustee’s fraud, negligence or
      wilful default, provided that nothing in this deed or any other Transaction
      Document imposes any obligations on the Note Trustee to review or supervise
      the
      performance by any other party of its obligations.

     

     

    


    
      
        
          
          

        

        
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              50.6

            	
              Powers,
                authorities and
                discretions

            


    

     

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

     

    
      	 	
              50.7

            	
              Impossibility
                or impracticability

            


    

     

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

     

    
      	 	
              50.8

            	
              Legal
                and other proceedings

            


    

     

    
      	 	
              (a)

            	
              (Indemnity
                for legal costs)
                The Note Trustee or the Class A Offered Noteholders acting under
                clause
                6.5 (as the case may be) (each an Indemnified Party) shall be indemnified
                by the Issuer (subject to clause 45) for all legal costs and disbursements
                on a full indemnity basis and all other cost, disbursements, outgoings
                and
                expenses incurred by the Indemnified Party in connection
                with:

            


    

     

    
      	 	
              (1)

            	
              the
                enforcement or contemplated enforcement of, or preservation of rights
                under;

            


    

     

    
      	 	
              (2)

            	
              without
                limiting the generality of clause 50.8(a)(1) above, the initiation,
                defence, carriage and settlement of any action, suit, proceeding
                or
                dispute in respect of; and

            


    

     

    
      	 	
              (3)

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

            


    

     

    this
      deed
      or any other Transaction Document or otherwise under or in respect of this
      deed;
      provided that the enforcement, contemplated enforcement or preservation by
      the
      Note Trustee (as the case may be) of the rights referred to in clause 50.8(a)(1)
      or the court proceedings referred to in clause 50.8(a)(2) (including in each
      case the defence of any action, suit, proceeding or dispute brought against
      the
      Indemnified Party), and the basis of incurring any of those costs,
      disbursements, outgoings and expenses by the Indemnified Party:

     

    
      	 	
              (4)

            	
              has
                been approved in advance by the written consent of the holders of
                at least
                75% of the aggregate Invested Amount of the Class A Offered Notes
                calculated and expressed in the A$ Equivalent;
                or

            


    

     

    
      	 	
              (5)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    


    
      
        
          
          

        

        
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              (c)

            	
              (Expenses)
                Subject to clause 45, the Issuer will on demand reimburse the Note
                Trustee
                for and keep the Note Trustee indemnified against all expenses including
                legal costs and disbursements (on a full indemnity basis) reasonably
                incurred by the Note Trustee in connection
                with:

            


    

     

    
      	 	
              (1)

            	
              the
                preparation and execution of this deed and any subsequent consent,
                agreement, approval or waiver under this deed or amendment to this
                deed;

            


    

     

    
      	 	
              (2)

            	
              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 Note Trustee; and

            


    

     

    
      	 	
              (3)

            	
              any
                enquiry by a Government Agency concerning the Issuer or the Assets
                of the
                Securitisation Fund or a transaction or activity the subject of the
                Transaction Documents.

            


    

     

    
      	 	
              50.9

            	
              No
                liability except for negligence
                etc.

            


    

     

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

     

    
      	 	
              50.10

            	
              Further
                limitations on Note Trustee’s
                liability

            


    

     

    Subject
      to clause 50.2, the Note Trustee shall not be liable:

     

    
      	 	
              (a)

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

            


    

     

    


    
      
        
          
          

        

        
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              (b)

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

            


    

     

    
      	 	
              (1)

            	
              any
                Class A Offered Noteholder under this deed, any other Transaction
                Document
                or any other document;

            


    

     

    
      	 	
              (2)

            	
              any
                person under an Enhancement or
                Mortgage,

            


    

     

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

     

    
      	 	
              (c)

            	
              for
                any Manager’s Default;

            


    

     

    
      	 	
              (d)

            	
              without
                limiting the Note Trustee’s obligations under the Transaction Documents,
                for any act, omission or default of any Mortgage Manager in relation
                to
                its servicing duties or its obligations under any Mortgage Origination
                and
                Management Agreement;

            


    

     

    
      	 	
              (e)

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

            


    

     

    
      	 	
              (f)

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

            


    

     

    
      	 	
              (g)

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

            


    

     

    
      	 	
              (h)

            	
              for
                the failure of a person to carry out an agreement with the Note Trustee
                in
                connection with the Securitisation Fund; or


            


    

     

    
      	 	
              (i)

            	
              for
                any losses, costs, liabilities or expenses caused by the Note Trustee’s
                failure (except where it has an express obligation to do so) to check
                any
                calculation, information, document, form or list supplied or purported
                to
                be supplied to it by the Manager, the Issuer or Security
                Trustee,

            


    

     

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

     

    Nothing
      in this clause 50.10 alone (but without limiting the operation of any other
      clause of this deed) shall imply a duty on the Note Trustee to supervise the
      Manager or the Security Trustee in the performance of the Manager’s or the
      Security Trustee’s functions and duties, and the exercise by the Manager or the
      Security Trustee of its discretions.

     

    
      	 	
              50.11

            	
              Conflicts

            


    

     

    
      	 	
              (a)

            	
              (Not
                liable to account)
                the Note Trustee shall not be in any way liable to account to any
                Class A
                Offered Noteholder or any other person for any profits or benefits
                (including any profit, bank charges, commission, exchange, brokerage
                and
                fees) made or derived under or in connection with any transaction
                or
                contract specified in paragraph (b)
                below.

            


    

     

    


    
      
        
          
          

        

        
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              (b)

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

            


    

     

    
      	 	
              50.12

            	
              Information

            


    

     

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

     

    
      	 	
              50.13

            	
              Investigation
                by Note Trustee

            


    

     

    Each
      Noteholder acknowledges that the Note Trustee has no duty, and is under no
      obligation, to investigate whether a Manager’s Default or Trustee’s Default has
      occurred in relation to the Securitisation Fund other than where it has actual
      notice.

    
       

      
        	 	 	 


      

    

    
      	 	
              51

            	
              Noteholders’
Lists
                and Reports, Continuing Security,
                Releases and Waivers

            


    

     

    
      	 	
              51.1

            	
              Provision
                of information

            


    

     

    The
      Manager will cause to be furnished to the Note Trustee:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    provided
      that so long as:

     

    
      	 	
              (c)

            	
              the
                Note Trustee is the Note Registrar;
                or

            


    

     

    
      	 	
              (d)

            	
              the
                Class A Offered Notes are Book-Entry Notes,


            


    

     

    no
      such
      list shall be required to be furnished.

    

      
        
          
          

        

        
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              51.2

            	
              Preservation
                of Information; Communications to
                Noteholders

            


    

     

    
      	 	
              (a)

            	
              The
                Note Trustee shall preserve, in as current a form as is reasonably
                practicable, the names and addresses of the Class A Offered Noteholders
                contained in the most recent list (if any) furnished to the Note
                Trustee
                as provided in clause 51.1 and if it acts as Note Registrar, the
                names and
                addresses of Class A Offered Noteholders received by the Note Trustee
                in
                its capacity as Note Registrar. The Note Trustee may destroy any
                list
                furnished to it as provided in such clause 51.1 upon receipt of a
                new list
                so furnished.

            


    

     

    
      	 	
              (b)

            	
              The
                Note Trustee must comply with its obligations pursuant to Section
                312(b)
                of the TIA. 

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

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

            


    

     

    
      	 	
              51.3

            	
              Reports
                by Note Trustee

            


    

     

    If
      required by Section 313(a) of the TIA, within 60 days after each 30 June,
      beginning with 30 June 2007, the Note Trustee shall mail to each Class A1
      Noteholder, the Issuer, the Manager and such other persons to whom the Note
      Trustee is required by Section 313(c) of the TIA to provide reports, a brief
      report dated as of such date that complies with Section 313(a) of the TIA.
      The
      Note Trustee also shall comply with Section 313(b) of the TIA. A copy of each
      report at the time of its mailing to Class A1 Noteholders shall be filed by
      the Note Trustee with the Commission and each stock exchange, if any, on which
      the Class A1 Notes are listed. The Manager on behalf of the Issuer shall
      notify the Note Trustee if and when the Class A1 Notes are listed on any
      stock exchange.

     

    
      	 	
              51.4

            	
              Notices
                to Class A Offered Noteholders;
                Waiver

            


    

     

    Where
      this deed provides for notice to Class A Offered Noteholders of any event,
      such
      notice shall be sufficiently given (unless otherwise herein expressly provided)
      if in writing and mailed, first-class, postage prepaid to each Noteholder
      affected by such event, at his or her address as it appears on the Note
      Register, not later than the latest date, and not earlier than the earliest
      date, prescribed for the giving of such notice. In any case where notice to
      Class A Offered 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 Offered
      Noteholder shall affect the sufficiency of such notice with respect to other
      Class A Offered Noteholders, and any notice that is mailed in the manner herein
      provided shall conclusively be presumed to have been duly given. Where this
      deed
      provides for notice in any manner, such notice may be waived in writing by
      any
      person entitled to receive such notice, either before or after the event, and
      such waiver shall be the equivalent of such notice. Waivers of notice by Class
      A
      Offered Noteholders shall be filed with the Note Trustee but such filing shall
      not be a condition precedent to the validity of any action taken in reliance
      upon such a waiver.

     

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

     

     

    


    
      
        
          
          

        

        
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              51.5

            	
              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 of the Conditions, the Note Trustee failing
                or
                neglecting to recover any amounts owing in respect of the Class A
                Offered
                Notes;

            


    

     

    
      	 	
              (c)

            	
              (Laches):
                any other laches, acquiescence, delay, act, omission or mistake on
                the
                part of the 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
                Note
                Trustee from or against the Issuer or any other
                person.

            


    

     

    
      	 	
              51.6

            	
              Reports
                by Issuer

            


    

     

    The
      Issuer or the Manager on its behalf shall:

     

    
      	 	
              (a)

            	
              file
                with the Note Trustee, within 15 days after the Issuer, the Securitisation
                Fund or the Manager is required to file the same with the Commission,
                copies of the annual reports and of the information, documents and
                other
                reports (or copies of such portions of any of the foregoing as the
                Commission may from time to time by rules and regulations prescribe)
                which
                the Issuer, the Securitisation Fund or the Manager may be required
                to file
                with the Commission pursuant to Section 13 or 15(d) of the Securities
                Exchange Act of 1934, as amended, or, if the Issuer, the Securitisation
                Fund or the Manager is not required to file information, documents
                or
                reports with the Commission pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934, as amended, to file with the Note
                Trustee
                and the Commission, in accordance with rules and regulations prescribed
                from time to time by the Commission, such of the supplementary and
                periodic information, documents and reports which may be required
                pursuant
                to Section 13 of the Securities Exchange Act of 1934, as amended,
                in
                respect of a security listed on a national securities exchange as
                may be
                prescribed in such rules and
                regulations;

            


    

     

    
      	 	
              (b)

            	
              file
                with the Note Trustee and the Commission in accordance with rules
                and
                regulations prescribed from time to time by the Commission such additional
                information, documents and reports with respect to compliance by
                the
                Issuer or the Manager on its behalf with the conditions and covenants
                of
                this deed as may be required from time to time by such rules and
                regulations; and

            


    

     

    
      	 	
              (c)

            	
              supply
                to the Note Trustee (and the Note Trustee shall transmit by mail
                to all
                Class A1 Noteholders described in Section 313(c) of the TIA) such
                summaries of any information, documents and reports required to be
                filed
                by the Issuer, the Securitisation Fund or the Manager pursuant to
                clauses
                51.6(a) and 51.6(b) as may be required by rules and regulations prescribed
                from time to time by the
                Commission.

            


    

     

     

     

    


    
      
        
          
          

        

        
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              52

            	
              Trust
                Indenture Act;
                Miscellaneous

            


    

     

    
      	 	
              52.1

            	
              Compliance
                Certificates and Opinions

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

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

            


    

     

    
      	 	
              (b)

            	
              Prior
                to the deposit of any property or securities with the Issuer that
                is to be
                made the basis for the release of any property or securities subject
                to
                the Security Interest created by the Security Trust Deed, the Issuer
                (or
                the Manager on its behalf) shall, in addition to any obligation imposed
                in
                clause 52.1(a) or elsewhere in this deed, furnish to the Note Trustee
                an
                Officer’s Certificate meeting the applicable requirements of Section
                314(d)(2) of the TIA certifying or stating the opinion of each person
                signing such certificate as to the fair value (within 90 days of
                such
                deposit) of the property or securities to be so
                deposited.

            


    

     

    
      	 	
              (c)

            	
              Whenever
                any property or securities are to be released from the Security Interest
                created by the Security Trust Deed, the Issuer (or the Manager on
                its
                behalf) shall also furnish to the Note Trustee an Officer’s Certificate
                meeting the applicable requirements of Section 314(d)(1) of the TIA
                certifying or stating the opinion of each person signing such certificate
                as to the fair value (within 90 days of such release) of the property
                or
                securities proposed to be released and stating that in the opinion
                of such
                person the proposed release will not impair the security under the
                Security Trust Deed in contravention of the provisions of the Security
                Trust Deed or this deed.

            


    

     

    
      	 	
              (d)

            	
              Whenever
                the Issuer (or the Manager on its behalf) is required to furnish
                to the
                Note Trustee an Officer’s Certificate certifying or stating the opinion of
                any signer thereof as to the matters described in clause 52.1(b)
                and (c),
                the Issuer (or the Manager on its behalf) shall also furnish to the
                Note
                Trustee an Independent Certificate as to the same matters if the
                fair
                value of the property or securities and of all other property or
                securities deposited or released from the Security Interest created
                by the
                Security Trust Deed since the commencement of the then current calendar
                year, as set forth in the certificate required by clause 52.1(b)
                or (c)
                and this clause 52.1(d), equals 10% or more of the Outstanding Principal
                Balance of the Notes calculated and expressed in the A$ Equivalent,
                but
                such certificate need not be furnished in the case of any release
                of
                property or securities if the fair value thereof as set forth in
                the
                related Officer’s Certificate is less than the A$ Equivalent of US$25,000
                or less than one percent of the then Outstanding Principal Balance
                of the
                Notes calculated and expressed in the A$ Equivalent. Notwithstanding
                any
                other provision of this clause 52.1(d), the Issuer
                may:

            


    

     

    


    
      
        
          
          

        

        
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              (1)

            	
              collect,
                liquidate, sell or otherwise dispose of receivables or other Assets
                of the
                Securitisation Fund as and to the extent permitted or required by
                the
                Transaction Documents; and

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (e)

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

            


    

     

    
      	 	
              (1)

            	
              a
                statement that each signatory of such certificate or opinion has
                read such
                covenant or condition and the definitions herein relating
                thereto;

            


    

     

    
      	 	
              (2)

            	
              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;

            


    

     

    
      	 	
              (3)

            	
              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

            


    

     

    
      	 	
              (4)

            	
              a
                statement as to whether or not, in the opinion of each such signatory,
                such condition or covenant has been complied with.
                

            


    

     

    
      	 	
              52.2

            	
              Undertaking
                for Costs

            


    

     

    
      	 	
              (a)

            	
              Subject
                to clause 52.2(b), all parties to this deed agree, and each Class
                A
                Offered Noteholder by such Class A Offered Noteholder’s acceptance thereof
                shall be deemed to have agreed, that any court may in its discretion
                require, in any suit for the enforcement of any right or remedy under
                this
                deed, or in any suit against the Note Trustee for any action taken,
                suffered or omitted by it as the Note Trustee, the filing by any
                party
                litigant in such suit of an undertaking to pay the costs of such
                suit, and
                that such court may in its discretion assess reasonable costs, including
                reasonable attorneys’ fees, against any party litigant in such suit,
                having due regard to the merits and good faith of the claims or defences
                made by such party litigant.

            


    

     

    
      	 	
              (b)

            	
              The
                provisions of this clause 52.2 shall not apply
                to:

            


    

     

    


    
      
        
          
          

        

        
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              (1)

            	
              any
                suit instituted by the Note
                Trustee;

            


    

     

    
      	 	
              (2)

            	
              any
                suit instituted by any Class A Offered Noteholder, or group of Class
                A
                Offered Noteholders in each case holding in the aggregate more than
                10% of
                the aggregate Invested Amount of the Class A Offered Notes calculated
                and
                expressed in the A$ Equivalent; or

            


    

     

    
      	 	
              (3)

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

            


    

     

    
      	 	
              52.3

            	
              Exclusions
                of Section 316

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              For
                the purposes of Section 316(a)(2) of the TIA in determining whether
                any
                Class A Offered Noteholders have concurred in any relevant direction
                or
                consent, Class A Offered Notes owned by the Issuer or by any person
                directly or indirectly controlling or controlled by or under direct
                or
                indirect common control with the Issuer, shall be disregarded, except
                that
                for the purposes of determining whether the Note Trustee shall be
                protected in relying on any such direction or consent, only Class
                A
                Offered Notes which the Note Trustee knows are so owned shall be
                so
                disregarded. 

            


    

     

    
      	 	
              52.4

            	
              Unconditional
                Rights of Class A Offered Noteholders to Receive Principal and
                Interest

            


    

     

    Notwithstanding
      any other provisions in this deed but subject to clause 45, any Class A Offered
      Noteholder shall have the right, which is absolute and unconditional, to receive
      payment of the principal of and interest, if any, on such Class A Offered Note
      on or after the respective due dates thereof expressed in such Class A Offered
      Note or in this deed (or, in the case of final redemption of a Note, on or
      after
      the Final Maturity Date) and to institute suit for the enforcement of any such
      payment, and such right shall not be impaired or affected without the consent
      of
      such Class A Offered Noteholder, except to the extent that the institution
      or
      prosecution thereof or the entry of judgment therein would, under applicable
      law, result in the surrender, impairment, waiver or loss of the Security
      Interest created by the Security Trust Deed upon any property subject to such
      Security Interest.

     

    
      	 	
              52.5

            	
              Continuing
                Obligation

            


    

     

    This
      deed
      shall be 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 thereof has been given to the
      Issuer.

     

    
      	 	
              52.6

            	
              No
                Merger

            


    

     

    Neither
      this deed nor any of the Note Trustee’s powers shall merge or prejudicially
      affect or be merged in or prejudicially affected by and the Issuer’s obligations
      hereunder shall not in any way be abrogated or released by any other security,
      any judgment or order, any contract, any cause of action or remedy or any other
      matter or thing now or hereafter existing in respect of the Secured
      Moneys.

     

     

    


    
      
        
          
          

        

        
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              52.7

            	
              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 hereunder
      by a
      party shall not in any way preclude or operate as a waiver of any further
      exercise or enforcement thereof or the exercise or enforcement of any other
      right remedy power or privilege hereunder or provided by law.

     

    
      	 	
              52.8

            	
              Consents
                and Approvals

            


    

     

    Where
      any
      act, matter or thing hereunder depends on the consent or approval of the Note
      Trustee then unless expressly provided otherwise herein such consent or approval
      may be given or withheld in the absolute and unfettered discretion of the Note
      Trustee and may be given subject to such conditions as the Note Trustee thinks
      fit in its absolute and unfettered discretion and notwithstanding anything
      to
      the contrary in this deed, may be given retrospectively.

     

    
      	 	
              52.9

            	
              Written
                Waiver, Consent and
                Approval

            


    

     

    Any
      waiver, consent or approval given by a party under this deed shall only be
      effective and shall only bind that party if it is given in writing or given
      verbally and subsequently confirmed in writing and executed by that party or
      on
      its behalf by an officer for the time being of that party.

     

    
      	 	
              52.10

            	
              Time
                of Essence

            


    

     

    Time
      is
      of the essence in respect of the Issuer’s obligations hereunder.

     

    
      	 	
              52.11

            	
              Moratorium
                Legislation

            


    

     

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

     

    
      	 	
              (a)

            	
              to
                lessen or otherwise to vary or affect in favour of the Issuer any
                obligation under this deed; or

            


    

     

    
      	 	
              (b)

            	
              to
                delay or otherwise prevent or prejudicially affect the exercise of
                any
                powers conferred on the Note Trustee, the Principal Paying Agent,
                the
                Calculation Agent or the Note Registrar under this
                deed;

            


    

     

    are
      hereby expressly waived, negatived and excluded.

     

    
      	 	
              52.12

            	
              Binding
                on Each Signatory

            


    

     

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

     

    
      	 	
              52.13

            	
              Counterparts

            


    

     

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

     

     

    


    
      
        
          
          

        

        
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              52.14

            	
              Assignment

            


    

     

    No
      party
      may assign or transfer any of its rights or obligations under this deed without
      the prior written consent of the other parties and in accordance with the
      provisions of this deed with respect to retirement of each of such parties
      from
      their respective roles under this deed.

     

    
      	 	
              52.15

            	
              Power
                of Attorney

            


    

     

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

     

    
      	 	
              52.16

            	
              Certificate
                of Note Trustee

            


    

     

    A
      certificate in writing signed by a Responsible Officer of the 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.

     

    
      	 	
              52.17

            	
              Remedies
                cumulative

            


    

     

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

     

    
      	 	
              52.18

            	
              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 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 Offered Notes from the date it becomes payable
      until
      it is paid.

     

    
      	 	
              52.19

            	
              Conflict
                with Trust Indenture Act

            


    

     

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

     

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

     

    
      	 	
              52.20

            	
              Know
                your customer

            


    

     

    Subject
      to any confidentiality, privacy or general trust law obligations owed by the
      Note Trustee or the Issuer to Bondholders and any applicable confidentiality
      or
      privacy laws, except to the extent those obligations or laws are overridden
      by
      applicable anti-money laundering or counter-terrorism financing laws, each
      party
      hereto (Information
      Provider)
      agrees
      to provide any information and documents reasonably required by another party
      hereto (Information
      Receiver)
      for the
      Information Receiver to comply with any applicable anti-money laundering or
      counter-terrorism financing laws including, without limitation, any laws
      imposing "know your customer" or other identification checks or procedures
      on a
      party, but only to the extent that such information is in the possession of,
      or
      otherwise readily available to, the Information Provider. The Information
      Receiver may, to the extent required by law, decline to perform its affected
      obligations under the Transaction Documents to which it is a party. Any
      Information Receiver receiving information and documents pursuant to this clause
      52.20 agrees to utilize such information and documents solely for the purpose
      of
      complying with applicable anti-money laundering or counter-terrorism financing
      laws.

     

     

    


    
      
        
          
          

        

        
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              52.21

            	
              Compliance
                with Regulation AB

            


    

     

    In
      relation to compliance with Regulation AB:

     

    
      	 	
              (a)

            	
              each
                party to this deed acknowledges and agrees that the purpose of this
                clause
                52.21 is to facilitate compliance by such party in relation to the
                Securitisation Fund with the provisions of Regulation AB and related
                rules
                and regulations of the Commission to the extent applicable to such
                party;

            


    

     

    
      	 	
              (b)

            	
              the
                Manager shall not exercise its right to request delivery of information
                or
                other performance under these provisions other than as required to
                comply
                with the Securities Act, the Exchange Act and the rules and regulations
                of
                the Commission thereunder, including Regulation AB, with respect
                to the
                Securitisation Fund. The Manager shall not request the delivery of
                information or other performance under this clause 52.21 unless the
                Manager is required under the Exchange Act to file an annual report
                on
                Form 10-K with respect to the Securitisation Fund. The Manager and
                each
                other party to this Deed acknowledge that interpretations of the
                requirements of Regulation AB may change over time, whether due to
                interpretive guidance provided by the Commission or its staff, consensus
                among participants in the asset-backed securities markets, advice
                of
                counsel, or otherwise, and agrees to comply with requests made by
                the
                Manager in good faith for delivery of information under these provisions
                on the basis of evolving interpretations of Regulation AB; provided
                that,
                to the extent the Manager and the Issuer or the Security Trustee
                (as
                applicable) do not agree with respect to an interpretation of Regulation
                AB, the Manager and the Issuer or the Security Trustee (as applicable)
                shall obtain a written opinion of counsel of U.S. national reputation
                in
                the practice of U.S. federal securities laws reasonably acceptable
                to the
                Manager and the Issuer or the Security Trustee (as applicable), addressed
                to the Manager and the Issuer or the Security Trustee (as applicable),
                stating the opinion of such counsel with respect to the interpretation
                of
                the relevant provision(s) of Regulation AB; provided, further, that
                the
                costs and fees of such counsel incurred in the preparation of such
                written
                opinion shall be divided equally between the Manager and the Issuer
                or the
                Security Trustee (as applicable). In relation to the Securitisation
                Fund,
                each party to this Deed shall cooperate fully with the Manager to
                deliver
                to the Manager (including any of its assignees or designees), any
                and all
                statements, reports, certifications, records and any other information
                within the control of such party or for which such party is responsible
                necessary in the good faith determination of the Manager to permit
                the
                Manager to comply with the provisions of Regulation AB, together
                with such
                disclosures relating to the Manager, such party, any Subcontractor
                of such
                party, the Loans, the servicing of the Loans or any other servicing
                activities within the meaning of Item 1122 of Regulation AB, reasonably
                believed by the Manager to be necessary in order to effect such
                compliance;

            


    

     

    


    
      
        
          
          

        

        
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              (c)

            	
              the
                Manager (including any of its assignees or designees) shall cooperate
                with
                each other party to this deed by providing timely notice of requests
                for
                information under these provisions following the Manager becoming
                aware
                that it is required under the Exchange Act to file an annual report
                on
                Form 10-K in any year and by reasonably limiting such requests to
                information required, in the Manager’s reasonable judgment, to comply with
                Regulation AB;

            


    

     

    
      	 	
              (d)

            	
              each
                party to this deed acknowledges and agrees that, to the extent the
                Manager
                reasonably determines:

            


    

     

    
      	 	
              (1)

            	
              in
                respect of the Issuer and the Security Trustee - upon consultation
                with,
                and to the extent agreed with, such party;
                and

            


    

     

    
      	 	
              (2)

            	
              in
                respect of the Note Trustee, Note Registrar, Principal Paying Agent
                and
                Calculation Agent - upon consultation with such party,
                

            


    

     

    that
      such
      party is “participating in the servicing function” in relation to the
      Securitisation Fund within the meaning of Item 1122 of Regulation AB, such
      party
      will comply with the applicable requirements contained in clause 52.21(e) -
      (j);
      provided that, to the extent the Manager and the Issuer or the Security Trustee
      (as applicable) do not agree whether such party is “participating in the
      servicing function” with respect to one or more Servicing Criteria within the
      meaning of Item 1122 in relation to the Securitisation Fund, the Manager and
      the
      Issuer or the Security Trustee (as applicable) shall obtain a written opinion
      of
      counsel of U.S. national reputation in the practice of U.S. federal securities
      laws reasonably acceptable to the Manager and the Issuer or the Security Trustee
      (as applicable), addressed to the Manager and the Issuer or the Security Trustee
      (as applicable), stating whether, in the opinion of such counsel, the Issuer
      or
      the Security Trustee (as applicable) is “participating in the servicing
      function” with respect to such Servicing Criteria within the meaning of Item
      1122 in relation to the Securitisation Fund; provided, further, that the costs
      and fees of such counsel incurred in the preparation of such written opinion
      shall be divided equally between the Manager and the Issuer or the Security
      Trustee (as applicable);

     

    
      	 	
              (e)

            	
              on
                or before September 1 of each calendar year, commencing in 2007,
                such
                party shall upon the reasonable request of the
                Manager:

            


    

     

    
      	 	
              (1)

            	
              deliver
                to the Manager a report (in form and substance reasonably satisfactory
                to
                the Manager) regarding such party’s assessment of compliance with the
                Servicing Criteria during the immediately preceding financial year
                ended
                June 30, as required under Rules 13a-18 and 15d-18 of the Exchange
                Act and
                Item 1122 of Regulation AB. Such report shall be addressed to the
                Manager
                and signed by an authorized officer of such party, and shall address
                each
                of the Servicing Criteria specified on a certification substantially
                in
                the form of Schedule 7 hereto and addressing, at a minimum, the criteria
                identified in Schedule 8 hereto as “Applicable Servicing Criteria”, but
                only with respect to such of the Servicing Criteria that such party
                performs;

            


    

     

     

    


    
      
        
          
          

        

        
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              (2)

            	
              deliver
                to the Manager a report of a registered public accounting firm reasonably
                acceptable to the Manager that attests to, and reports on, the assessment
                of compliance made by such party and delivered pursuant to the preceding
                paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3)
                and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
                Act;

            


    

     

    
      	 	
              (3)

            	
              cause
                each Subcontractor of such party (if any) determined by such party
                pursuant to clause 52.21(f) to be "participating in the servicing
                function" within the meaning of Item 1122 of Regulation AB, to deliver
                to
                the Manager an assessment of compliance and accountants’ attestation as
                and when provided in clause 52.21(e)(1) and (2), but only with respect
                to
                such of the Servicing Criteria that such Subcontractor of such party
                performs;

            


    

     

    An
      assessment of compliance provided by a Subcontractor of such party pursuant
      to
      clause 52.21(e)(3) need not address any elements of the Servicing Criteria
      other
      than those specified by such party pursuant to clause 52.21(f), and need only
      address such of the Servicing Criteria that such Subcontractor
      performs;

     

    
      	 	
              (f)

            	
              in
                relation to the use of
                Subcontractors:

            


    

     

    
      	 	
              (1)

            	
              such
                party shall promptly upon the reasonable request of the Manager provide
                to
                the Manager (or any designee of the Manager) a written description
                (in
                form and substance satisfactory to the Manager) of the role and function
                of each Subcontractor utilized by such party, specifying:
                

            


    

     

    
      	 	
              (A)

            	
              the
                identity of each such Subcontractor;


            


    

     

    
      	 	
              (B)

            	
              which
                (if any) of such Subcontractors are "participating in the servicing
                function" within the meaning of Item 1122 of Regulation AB;
                and 

            


    

     

    
      	 	
              (C)

            	
              which
                elements of the Servicing Criteria will be addressed in assessments
                of
                compliance provided by each Subcontractor identified pursuant to
                clause
                52.21(f)(1)(B);

            


    

     

    
      	 	
              (2)

            	
              as
                a condition to the utilization of any Subcontractor determined to
                be
                "participating in the servicing function" within the meaning of Item 1122
                of Regulation AB, (i) such party shall cause any such Subcontractor
                used
                by such party for the benefit of the Manager to comply with the provisions
                of clauses 52.21(e) - (j), 52.22 and 52.23 of this deed to the same
                extent
                as if such Subcontractor were such party (provided that in the case
                of a
                Subcontractor of the Issuer or the Security Trustee, the obligations
                of
                such Subcontractor under clause 52.21(h) will be owed directly to
                the
                Manager and the Issuer or the Security Trustee, as the case may be,
                will
                do all things reasonably necessary to cause the Subcontractor to
                owe such
                obligations directly to the Manager) and (ii) in the case of the
                Issuer
                and the Security Trustee, such party shall obtain the written consent
                of
                the Manager (which is not to be unreasonably withheld or delayed)
                to the
                utilization of such Subcontractor. Such party shall be responsible
                for
                obtaining from each Subcontractor and delivering to the Manager any
                assessment of compliance and accountants’ attestation required to be
                delivered by such Subcontractor under clause 52.21(e) - (j), in each
                case
                as and when required to be
                delivered;

            


    

     

    


    
      
        
          
          

        

        
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              (g)

            	
              each
                of the Note Trustee, the Principal Paying Agent, the Calculation
                Agent,
                the Note Registrar, the Irish Paying Agent and the Class A3 Irish
                Paying Agent represents, warrants and agrees that each report required
                pursuant to clauses 52.21(e)(1) and 52.21(e)(3) to be provided by
                each
                such party or any Subcontractor of any such party will be accurate
                in all
                material respects and will not contain an untrue statement of a material
                fact or omit to state a material fact required to be stated therein
                or
                necessary in order to make the statements therein, in light of the
                circumstances under which they are made, not
                misleading

            


    

     

    
      	 	
              (h)

            	
              each
                of the Issuer and the Security Trustee shall indemnify the Manager,
                and
                shall hold the Manager harmless from and against any losses, damages,
                penalties, fines, forfeitures, legal fees and expenses and related
                costs,
                judgments, and any other costs, fees and expenses that it sustains
                directly as a result of:

            


    

     

    
      	 	
              (1)

            	
              any
                untrue statement of a material fact contained or alleged to be contained
                in any information, report, certification, accountants’ letter or other
                material provided in written or electronic form under this clause
                52.21 by
                or on behalf of such party, or provided under this clause 52.21 by
                or on
                behalf of any Subcontractor of such party (with respect to such party,
                collectively, the "Company Information"); provided that in the case
                of any
                untrue statement of a material fact contained or alleged to be contained
                in the accountant's letter, each of the Issuer and the Security Trustee
                will indemnify and hold harmless the Manager only to the extent of
                the sum
                that the Issuer or the Security Trustee, respectively, recovers from
                the
                accounting firm providing such accountant's letter (which recovery
                the
                Issuer and the Security Trustee (as the case may be) must if the
                Issuer or
                the Security Trustee (as the case may be) in good faith determines
                the
                Issuer or the Security Trustee (as the case may be) is entitled to
                do so
                after taking professional advice pursue including by taking action
                in any
                relevant court of competent jurisdiction); provided, further, that
                neither
                the Issuer nor the Security Trustee will indemnify or hold harmless
                the
                Manager to the extent that the untrue statement of a material fact
                contained or alleged to be contained in the Company Information relates
                to
                information provided to the Issuer or the Security Trustee, respectively,
                by the Manager or any other party to enable such party to complete
                its
                duties under the Transaction Documents; or


            


    

     

    
      	 	
              (2)

            	
              the
                omission or alleged omission to state in the Company Information
                a
                material fact required to be stated in the Company Information or
                necessary in order to make the statements therein, in the light of
                the
                circumstances under which they were made, not misleading; provided,
                by way
                of clarification, that this clause 52.21(h)(2) shall be construed
                solely
                by reference to the Company Information and not to any other information
                communicated in connection with a sale or purchase of securities,
                without
                regard to whether the Company Information or any portion thereof
                is
                presented together with or separately from such other information;
                provided, further, that in the case of the omission or alleged omission
                to
                state in an accountant's letter a material fact required to be stated
                in
                the accountant's letter or necessary in order to make the statements
                therein, in the light of the circumstances under which they were
                made, not
                misleading, each of the Issuer and the Security Trustee will indemnify
                and
                hold harmless the Manager only to the extent of the sum that the
                Issuer or
                the Security Trustee, respectively, recovers from the accounting
                firm
                providing such accountant's letter (which recovery the Issuer and
                the
                Security Trustee (as the case may be) must if the Issuer or the Security
                Trustee (as the case may be) in good faith determines the Issuer
                or the
                Security Trustee (as the case may be) is entitled to do so after
                taking
                professional advice pursue including by taking action in any relevant
                court of competent jurisdiction); provided, further, that neither
                the
                Issuer nor the Security Trustee will indemnify or hold harmless the
                Manager to the extent that the omission or alleged omission to state
                in
                the Company Information a material fact required to be stated in
                the
                Company Information or necessary in order to make the statements
                therein,
                in the light of the circumstances under which they were made, not
                misleading, relates to information provided to the Issuer or the
                Security
                Trustee, respectively, by the Manager or any other party to enable
                such
                party to complete its duties under the Transaction Documents;
                or

            


    

     

     

    


    
      
        
          
          

        

        
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              (3)

            	
              any
                failure by such party or any Subcontractor of such party to deliver
                any
                information, report, certification, accountants’ letter or other material
                when and as required under this clause 52.21, including any failure
                by
                such party to disclose any non-compliance with any of the Servicing
                Criteria in a certification or to identify pursuant to clause 52.21(f)
                any
                Subcontractor "participating in the servicing function" within the
                meaning
                of Item 1122 of Regulation AB. In the case of any failure of performance
                described in clause 52.21(h)(3), such party shall promptly reimburse
                the
                Manager, for all costs reasonably incurred by the Manager in order
                to
                obtain the information, report, certification, accountants’ letter or
                other material not delivered as required by such party or any
                Subcontractor of such party;

            


    

     

    
      	 	
              (i)

            	
              any
                failure by such party or any Subcontractor of such party
                to:

            


    

     

    
      	 	
              (1)

            	
              deliver
                any information, report, certification, accountants’ letter or other
                material when and as required under this clause 52.21, shall, except
                as
                provided in clause 52.21(i)(2), immediately and automatically, without
                notice or grace period, entitle the Manager, in its sole discretion:
                

            


    

     

    
      	 	
              (A)

            	
              to
                remove such party or direct such party to remove the Subcontractor
                of such
                party from the performance of any activities which the Manager reasonably
                determines to constitute “participating in the servicing function” in
                relation to the Securitisation Fund within the meaning of Item 1122
                of
                Regulation AB; and 

            


    

     

    


    
      
        
          
          

        

        
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              (B)

            	
              to
                replace such party with respect to such activities, each at the expense
                of
                such party, without payment (notwithstanding anything in the Transaction
                Documents to the contrary) of any compensation to such party; provided
                that to the extent that any provision of the Transaction Documents
                expressly provides for the survival of certain rights or obligations
                following termination of such party, such provision shall be given
                effect;

            


    

     

    
      	 	
              (2)

            	
              deliver
                any information, report, certification or accountants’ letter when and as
                required under clause 52.21(e) - (j) or (except as provided below)
                any
                failure by such party to identify pursuant to clause 52.21(f) any
                Subcontractor of such party "participating in the servicing function"
                within the meaning of Item 1122 of Regulation AB, which continues
                unremedied for ten calendar days after the date on which such information,
                report, certification or accountants’ letter was required to be delivered,
                shall entitle the Manager, in its sole discretion: 

            


    

     

    
      	 	
              (A)

            	
              to
                remove such party or direct such party to remove the Subcontractor
                of such
                party from the performance of any activities which the Manager reasonably
                determines to constitute “participating in the servicing function” in
                relation to the Securitisation Fund within the meaning of Item 1122
                of
                Regulation AB; and 

            


    

     

    
      	 	
              (B)

            	
              to
                replace such party with respect to such activities, in the case of
                the
                Issuer, the Security Trustee or any Subcontractor of either such
                party, at
                the expense of such party, without payment (notwithstanding anything
                in
                the Transaction Documents to the contrary) of any compensation to
                such
                party; 

            


    

     

    provided
      that to the extent that any provision of the Transaction Documents expressly
      provides for the survival of certain rights or obligations following termination
      of such party, such provision shall be given effect; and

     

    
      	 	
              (j)

            	
              each
                of the Issuer and the Security Trustee shall promptly reimburse the
                Manager (or any designee of the Manager), for all reasonable expenses
                incurred by the Manager (or such designee), as such are incurred,
                in
                connection with the termination of such party and the transfer of
                servicing activities within the meaning of Item 1122 of Regulation
                AB to a
                successor. The provisions of this clause 52.21(j) shall not limit
                whatever
                rights the Manager may have under other provisions of the Transaction
                Documents or otherwise, whether in equity or at law, such as an action
                for
                damages, specific performance or injunctive
                relief.

            


    

     

    
      	 	
              52.22

            	
              Direction
                of claims by the Manager

            


    

     

    
      	 	
              (a)

            	
              If
                the Issuer or the Security Trustee (for the purposes of this clause
                52.22,
                each a Relevant
                Claimant)
                is entitled to recover from the accounting firm providing the accountant's
                letter referred to in clause 52.21(h) by any action, proceeding,
                claim or
                demand ((for the purpose of this clause 52.22, a Claim),
                the Relevant Claimant must if the Issuer or the Security Trustee
                in good
                faith determines that it is entitled to do so after taking professional
                advice pursue such Claim and must promptly notify the Manager in
                writing
                of such Claim.

            


    

     

    


    
      
        
          
          

        

        
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              (b)

            	
              Upon
                notice to the Manager of any such Claim under clause 52.22(a), the
                Manager
                will have the option to assume the direction of that Claim (including
                the
                employment of legal advisers selected by the Relevant Claimant but
                approved by the Manager subject to the payment by the Relevant Claimant
                of
                all fees and expenses).

            


    

     

    
      	 	
              (c)

            	
              If
                the Relevant Claimant receives notice from the Manager of its election
                to
                direct the Claim and the Manager approves the legal advisers selected
                by
                the Relevant Claimant for the purposes of that Claim, the Relevant
                Claimant will not be liable to the Manager under this clause 52.22
                for any
                fees or expenses subsequently incurred by the Manager in connection
                with
                the Claim unless the Relevant Claimant does not employ legal advisers
                approved by or on behalf of the Manager to represent the Manager
                within a
                reasonable time after notice of the
                Claim.

            


    

     

    
      	 	
              52.23

            	
              Direction
                of defence of claims

            


    

     

    
      	 	
              (a)

            	
              If
                any action, proceeding, claim or demand brought against the Manager
                in
                connection with (i) any untrue statement of a material fact contained
                or
                alleged to be contained in the Company Information referred to in
                clause
                52.21(h) or (ii) the omission or alleged omission to state in the
                Company
                Information a material fact required to be stated in the Company
                Information or necessary in order to make the statements therein,
                in the
                light of the circumstances under which they were made, not misleading
                (for
                the purpose of this clause 52.23, a Claim),
                the Issuer and the Security Trustee (for the purpose of this clause
                52.23,
                each a Relevant
                Defendant)
                will have the option to assume the direction of that Claim (including
                the
                employment of legal advisers selected by the Relevant Defendant but
                approved by the Manager subject to the payment by the Relevant Defendant
                of all fees and expenses).

            


    

     

    
      	 	
              (b)

            	
              If
                the Relevant Defendant notifies the Manager in writing of its election
                to
                direct the defence of a Claim brought against the Relevant Defendant
                and
                the Manager approves the legal advisers selected by the Relevant
                Defendant
                for the purposes of the defence of that Claim, the Relevant Defendant
                will
                not be liable to the Manager under this clause 52.23 for any fees
                or
                expenses subsequently incurred by the Manager in connection with
                the Claim
                against the Relevant Defendant unless the Relevant Defendant does
                not
                employ legal advisers approved by or on behalf of the Manager to
                represent
                the Relevant Defendant within a reasonable time after notice of the
                Claim.

            


    

     

    
      	 	
              (c)

            	
              If
                any Claim brought against a Relevant Defendant is settled with respect
                to
                the Relevant Defendant with the consent of the Manager or if there
                is a
                final judgement against the Relevant Defendant in relation to it,
                the
                Relevant Defendant agrees to indemnify and hold harmless the Manager
                from
                and against any loss or liability by reason of such settlement or
                judgement (other than any fees and expenses incurred in circumstances
                where the Relevant Defendant is not liable for them under clause
                52.23(b),
                or any fees and expenses incurred in connection with any Claim brought
                against a Relevant Defendant that is settled with respect to the
                Relevant
                Defendant or compromised by the Relevant Defendant without the consent
                of
                the Manager (unless the Manager has unreasonably withheld its
                consent)).

            


    

     

     

     

    


    
      
        
          
          

        

        
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              53

            	
              Consent
                of Class A Offered
                Noteholders

            


    

     

    
      	 	
              53.1

            	
              General

            


    

     

    Except
      as
      expressly provided elsewhere in this deed or in clause 53.2 below, any action
      that may be taken by the Class A Offered Noteholders under this deed may be
      taken by registered holders of not less than a majority of the aggregate
      Invested Amount of Class A Offered Notes calculated and expressed in the A$
      Equivalent.

     

    
      	 	
              53.2

            	
              Special
                Written Approvals

            


    

     

    
      	 	
              (a)

            	
              The
                following matters are only capable of being effected by the approval
                in
                writing of holders of at least 75% of the aggregate Invested Amount
                of the
                Class A Offered Notes calculated and expressed in the A$ Equivalent,
                namely:

            


    

     

    
      	 	
              (1)

            	
              modification
                of the date fixed for final maturity of the Class A Offered
                Notes;

            


    

     

    
      	 	
              (2)

            	
              reduction
                or cancellation of the principal payable on the Class A Offered Notes
                or
                any alteration of the date or priority of redemption of the Class
                A
                Offered Notes;

            


    

     

    
      	 	
              (3)

            	
              alteration
                of the amount of interest payable on any class of the Class A Offered
                Notes or modification of the method of calculating the amount of
                interest
                payable on the Class A Offered Notes or modification of the date
                of
                payment of or interest payable on the Class A Offered
                Notes;

            


    

     

    
      	 	
              (4)

            	
              alteration
                of the currency in which payments under the Class A Offered Notes
                are to
                be made;

            


    

     

    
      	 	
              (5)

            	
              altering
                the required percentage of aggregate Invested Amount of the Class
                A
                Offered Notes required to consent or take any
                action;

            


    

     

    
      	 	
              (6)

            	
              alteration
                of this sub-paragraph.

            


    

     

    
      	 	
              (b)

            	
              The
                Class A Offered Noteholders shall in addition to the powers given
                under
                this deed have the following powers if approval is given by holders
                of at
                least 75% of the aggregate Invested Amount of the Class A Offered
                Notes
                calculated and expressed in the A$ Equivalent as
                appropriate,

            


    

     

    
      	 	
              (1)

            	
              power
                to sanction any compromise or arrangement proposed to be made between
                the
                Issuer and the Class A Offered
                Noteholders;

            


    

     

    
      	 	
              (2)

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

            


    

     

    


    
      
        
          
          

        

        
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              (3)

            	
              power
                to assent to any modification of the provisions contained in this
                deed,
                the Class A Offered Notes (including the Conditions) or the provisions
                of
                any of the Transaction Documents which shall be proposed by the Issuer
                or
                the Note Trustee;

            


    

     

    
      	 	
              (4)

            	
              power
                to give any authority or sanction which under the provisions of this
                deed
                or the Class A Offered Notes (including the Conditions) is required
                to be
                given in writing by holders of at least 75% of the aggregate Invested
                Amount of the Class A Offered Notes calculated and expressed in the
                A$
                Equivalent;

            


    

     

    
      	 	
              (5)

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

            


    

     

    
      	 	
              (6)

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

            


    

     

    
      	 	
              (7)

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

            


    

     

    
      	 	
              (8)

            	
              override
                any waiver by the Note Trustee of a breach of any provisions of
                Transaction Documents or an Event of Default under the Security Trust
                Deed; and

            


    

     

    
      	 	
              (9)

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

            


    

     

    
      	 	
              53.3

            	
              Requirement
                for writing

            


    

     

    Except
      as
      expressly provided elsewhere in this deed, all notices and consents from Class
      A
      Offered Noteholders shall be delivered in writing. Any solicitation of such
      notices or consent shall be in writing and be delivered by the Issuer, Manager
      or Note Trustee, as applicable, seeking such notice or consent from the Class
      A
      Offered Noteholders to the Principal Paying Agent, who shall deliver the
      foregoing to the appropriate Class A Offered Noteholders. With respect to any
      solicitation of approval of Class A Offered Noteholders, the Record Date for
      determining Class A Offered Noteholders with respect to such solicitation shall
      be the date upon which the Principal Paying Agent distributes such notices
      or
      solicitation to the Class A Offered Noteholders.

     

     

    


    
      
        
          
          

        

        
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              53.4

            	
              Meetings
                of Class A Offered
                Noteholders

            


    

     

    Meetings
      of Class A Offered Noteholders may be convened in the manner set out in the
      Meeting Procedures set out in Schedule 3 in any circumstance where a matter
      arises for determination by the Class A Offered Noteholders pursuant to this
      deed.

     

    Notwithstanding
      any of the foregoing, the Class A1 Noteholders and the Class A2
      Noteholders may take action as a Class on any matters that relate solely to
      their relevant Class of Class A Offered Notes, provided that:

     

    
      	 	
              (a)

            	
              the
                Class A1 Noteholders may not do anything which would materially
                affect the rights and interests of the Class A2 Noteholders absent
                the consent of the Class A2 Noteholders;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                Class A2 Noteholders may not do anything which would materially
                affect the rights and interests of the Class A1 Noteholders absent
                the consent of the Class A1 Noteholders and may not do anything which
                would affect the compliance of this deed with the
                TIA.

            


    

     

    
      	 	
              53.5

            	
              Entire
                Agreement

            


    

     

    This
      deed
      together with such of the Transaction Documents to which each of the parties
      hereto is a party, constitutes the entire agreement between the parties to
      it as
      to the subject matter with which it deals.

     

    


     

    


    
      
        
          
          

        

        
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    Executed
      as a deed:

    


     

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

     

    ISSUER

     

    Signed sealed
      and delivered for

    Perpetual
      Limited

     

    by
      its
      attorney in the presence of:

     

    
      	
              /s/
                Zachary Low

            	 	
              /s/
                Craig Cullen

            
	
              Witness

            	 	
              Attorney

            
	 	 	 
	
              Zachary
                Low

            	 	
              Craig
                Cullen

            
	
              Name
                (please print)

            	 	
              Name
                (please print)

            


    

     

    MANAGER

     

    Signed
      sealed and delivered for

    ME
      Portfolio Management Limited

    by
      its
      attorney in the presence of:

    


     

    
      	
              /s/
                Antonia Leung

            	 	
              /s/
                Timothy D. Barton

            
	
              Witness

            	 	
              Attorney

            
	 	 	 
	
              Antonia
                Leung

            	 	
              Timothy
                D. Barton

            
	
              Name
                (please print)

            	 	
              Name
                (please print)

            
	 	 	 


    

    NOTE
      TRUSTEE / PRINCIPAL PAYING AGENT / CALCULATION AGENT / NOTE
      REGISTRAR

     

    Executed
      for

    The
      Bank of New York

    by
      its
      Authorised Signatory in the

    presence
      of:

     

    


    
      	/s/
              Charles P. Austin 	 	/s/ Edward
              R. Bauzyk 
	
              Witness

            	 	
              Authorised
                Signatory

            
	 	 	 
	Charles
              P. Austin 	 	Edward
              R. Bauzyk
Vice President
	
              Name
                (please print)

            	 	
              Name
                (please print)

            


    

    


    
      
        
          
          

        

        
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    SECURITY
      TRUSTEE

     

    Signed
      sealed and delivered for

    Perpetual
      Trustee Company Limited

    by
      its
      attorney in the

    presence
      of:

     

    
      	
              /s/
                Zachary Low

            	 	
              /s/
                Craig Cullen

            
	
              Witness

            	 	
              Attorney

            
	 	 	 
	
              Zachary
                Low

            	 	
              Craig
                Cullen

            
	
              Name
                (please print)

            	 	
              Name
                (please print)

            


    

     

    IRISH
      PAYING AGENT AND CLASS A3 IRISH PAYING AGENT

     

    Signed
      sealed and delivered for

    BNY
      Fund Services (Ireland) Limited

    by
      its
      attorney in the

    presence
      of:

     

    
      	
              /s/
                Myles Daly

            	 	
              /s/
                Leanne McKeon

            
	
              Witness

            	 	
              Attorney

            
	 	 	 
	
              Myles
                Daly

            	 	
              Leanne
                McKeon

            
	
              Name
                (please print)

            	 	
              Name
                (please print)

            


    

    


     

    


    
      
        
          
          

        

        
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    Schedule
      1 - Form of Book-Entry Note

     

     

    PART
      A - Form of Class A1 Book-Entry Note

     

    


     

    
      	
              REGISTERED

            	
              CUSIP
                No

            	
               

            
	 	
              ISIN
                No

            	 
	 	
              Common
                Code

            	 


    

    


     

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

     

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

     

    Perpetual
      Limited

    (ABN
      86
      000 431 827)

    (a
      limited liability company incorporated under the law of 

    New
      South
      Wales, Australia)

    in
      its
      capacity as trustee of the 

    SMHL
      Global Fund 2007-1

    CLASS A1
      BOOK-ENTRY NOTE

    representing

    US$[                   ]

     

    Class A1
      Mortgage Backed Floating Rate Notes Due on 

    the
      Payment Date falling in June 2040

     

    This
      Note
      is a Class A1 Book-Entry Note in respect of a duly authorised issue of
      Notes of Perpetual Limited in its capacity as trustee of the SMHL Global Fund
      2007-1 (the “Securitisation
      Fund”)
      (the
      "Issuer"),
      designated as specified in the title above (the "Notes"),
      in an
      initial aggregate principal amount of

     

    **
      US$[                   ]**

     

    and
      (a)
      constituted by a Master Trust Deed (the "Master
      Trust Deed")
      dated
      4 July 1994 as amended and restated from time to time between the Issuer as
      trustee, and ME Portfolio Management Limited (the "Manager"),
      by a
      Supplementary Bond Terms Notice (the "Supplementary
      Bond Terms Notice")
      dated
      29 May, 2007 executed by the Issuer, the Security Trustee (as defined herein),
      The Bank of New York (the note trustee for the time being referred to as the
      "Note
      Trustee")
      as
      trustee for the holders for the time being of the Class A Offered Notes (the
      "Class
      A Offered Noteholders")
      and
      the Manager, and by the Conditions; (b) issued subject to a Note Trust Deed
      dated 29 May, 2007 (the "Note
      Trust Deed")
      between (among others) the Issuer, the Manager and the Note Trustee and BNY
      Fund
      Services (Ireland) Limited (the “Irish
      Paying Agent”);
      and
      (c) secured by a Security Trust Deed (the "Security
      Trust Deed")
      dated
      2 May, 2007 between the Issuer, the Manager, the Note Trustee, and Perpetual
      Trustee Company Limited (ABN 42 000 001 007) (the "Security
      Trustee",
      which
      expression shall include its successor for the time being as security trustee
      under the Security Trust Deed) (as amended). References to the Conditions (or
      to
      any particular numbered Condition) shall be to the Terms and Conditions of
      the
      Class A1 Notes set out in Part A of Schedule 4 to the Note Trust Deed but
      with the deletion of those provisions which are applicable only to Class A1
      Notes in definitive form. Terms and expressions defined in the Note Trust Deed
      and the Conditions shall, save as expressly stated otherwise, bear the same
      meanings when used herein. 

     

    


    
      
        
          
          

        

        
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    If
      the
      Issuer is obliged to issue Class A1 Definitive Notes under Clause 3.3 of
      the Note Trust Deed this Class A1 Book-Entry Note will be exchangeable in
      whole at the offices of the Note Registrar at 101 Barclay Street, Floor 4 East,
      New York, New York 10286, United States of America (or such other place outside
      Australia and any of its respective territories and possessions and other areas
      subject to jurisdictions as the Note Trustee may agree) during normal business
      hours for Class A1 Definitive Notes and the Issuer shall execute and
      procure that the Principal Paying Agent authenticates and delivers in full
      exchange for this Class A1 Book-Entry Note, Class A1 Definitive Notes
      in aggregate principal amount equal to the Amount of all Class A1 Notes
      represented by this Class A1 Book-Entry Note. The Issuer is not obliged to
      issue Class A1 Definitive Notes until 30 days after the occurrence of an
      event set out in clause 3.3 of the Note Trust Deed.

     

    If
      the
      Issuer fails to meet its obligations to issue Class A1 Definitive Notes,
      this shall be without prejudice to the Issuer’s obligations with respect to the
      Class A1 Notes under the Note Trust Deed, the Master Trust Deed, the
      Supplementary Bond Terms Notice and this Class A1 Book-Entry Note. The
      Issuer, in its capacity as trustee of the Securitisation Fund, subject to this
      Class A1 Book-Entry Note and subject to and in accordance with the
      Conditions and the Note Trust Deed promises to pay to Cede & Co., or
      registered assigns of this Class A1 Book-Entry Note the principal sum of
      US$[                
 ] or such lesser amount as may from time to time be represented by this
      Class A1 Book-Entry Note (or such part of that amount as may become
      repayable under the Conditions, the Supplementary Bond Terms Notice and the
      Note
      Trust Deed) on such date(s) that principal sum (or any part of it) becomes
      repayable in accordance with the Conditions, the Supplementary Bond Terms Notice
      and the Note Trust Deed and to pay interest in arrears on each Quarterly Payment
      Date (as defined in Condition 4 of this Class A1 Book-Entry Note) on the
      Invested Amount (as defined in the Supplementary Bond Terms Notice) of this
      Class A1 Book-Entry Note at rates determined in accordance with Condition 4
      and all subject to and in accordance with the certification requirements
      described in this Class A1 Book-Entry Note, the Conditions, the
      Supplementary Bond Terms Notice and the Note Trust Deed, which shall be binding
      on the registered holder of this Class A1 Book-Entry Note (as if references
      in the Conditions to the Notes and the Noteholders were references to this
      Class A1 Book-Entry Note and the registered holder of this Class A1
      Book-Entry Note respectively and as if the same had been set out in this
      Class A1 Book-Entry Note in full with all necessary changes, except as
      otherwise provided in this Class A1 Book-Entry Note).

     

    Payments
      of interest on this Class A1 Book-Entry Note due and payable on each
      Payment Date, together with the instalment of principal, if any, shall be
      payable to the nominee of the Clearing Agency (initially, such nominee to be
      Cede & Co.). No payment of interest or principal may be made by the Issuer
      or any Paying Agent in the Commonwealth of Australia or its possessions or
      into
      a bank account or to an address in the Commonwealth of Australia. Each of the
      persons appearing from time to time in the records of DTC, as the holder of
      a
      beneficial interest in a Class A1 Note will be entitled to receive any
      payment so made in respect of that Class A1 Note in accordance with the
      respective rules and procedures of DTC. Such persons will have no claim directly
      against the Issuer in respect of payments due on the Class A1 Notes which
      must be made by the holder of this Class A1 Book-Entry Note, for so long as
      this Class A1 Book-Entry Note is outstanding.

     

    


    
      
        
          
          

        

        
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            109

          
            

          

        

        
          
          

          Note
            Trust Deed SMHL Global Fund 2007-1

        

      

    

    


    On
      any
      payment of principal and/or interest on the Class A1 Notes as set out above
      details of that payment shall be endorsed by the Note Registrar in the Note
      Register and, in the case of payments of principal, the Outstanding Principal
      Balance and Invested Amount of the Class A1 Notes shall be reduced for all
      purposes by the amount so paid and endorsed in the Note Register. Any such
      record shall be prima facie evidence that the payment in question has been
      made.


     

    If
      the
      Issuer is obliged to issue Class A1 Definitive Notes under Clause 3.3 of
      the Note Trust Deed, upon the surrender of the Class A1 Book-Entry Notes to
      the Issuer by the Common Depository and the delivery by the Clearing Agency
      of
      the relevant registration instructions to the Issuer, the Issuer, with the
      assistance of the Manager, shall execute and procure the Principal Paying Agent
      to authenticate the Class A1 Definitive Notes in accordance with the
      instructions of the Clearing Agency.

     

    If
      the
      Issuer fails to meet its obligations to issue Class A1 Definitive Notes (in
      respect of any Class A1 Note), this shall be without prejudice to the
      Issuer's obligations with respect to the Class A1 Notes under the Note
      Trust Deed, the Master Trust Deed, the Supplementary Bond Terms Notice and
      this
      Class A1 Book-Entry Note.

     

    On
      an
      exchange of this Class A1 Book-Entry Note, this Class A1 Book-Entry
      Note shall be surrendered to the Issuer.

     

    This
      Class A1 Book-Entry Note shall not become valid for any purpose unless and
      until the Certificate of Authentication attached has been signed by an
      Authorised Signatory of the Principal Paying Agent (as defined in the
      Supplementary Bond Terms Notice).

     

    This
      Class A1 Book-Entry Note is not a document of title. Title shall be
      determined by entry in the Register and only the duly registered holder from
      time to time is entitled to payments in respect of this Class A1 Book-Entry
      Note.

     

    This
      Class A1 Book-Entry Note is governed by, and shall be construed in
      accordance with, the laws of New South Wales, Australia.

     

    IN
      WITNESS the Issuer has caused this Class A1 Book-Entry Note to be signed
      [manually/in facsimile] by a person duly authorised on its behalf 

     

    PERPETUAL
      LIMITED in its capacity as trustee of the SMHL Global Fund 2007-1 

     

    


    By: 
      _______________________________

    Authorised
      Signatory


     

     

    
      
        Date:
          ______________________________

         

      

    

    
      
        
          
          

        

        
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            Trust Deed SMHL Global Fund 2007-1

        

      

    

    


    IMPORTANT
      NOTICE:

     

    
      
        

      

    

     

    
      	 	
              (a)

            	
              The
                Class A1 Notes do not represent deposits or other liabilities of
                Perpetual Limited, ABN 86 000 431 827, or associates of Perpetual
                Limited.
                

            


    

     

    
      	 	
              (b)

            	
              The
                holding of Class A1 Notes is subject to investment risk, including
                possible delays in repayment and loss of income and principal invested.
                

            


    

     

    
      	 	
              (c)

            	
              None
                of Perpetual Limited, any associate of Perpetual Limited, the Security
                Trustee, the Note Trustee, the Note Registrar, the Calculation Agent,
                the
                Class A3 Irish Paying Agent or the Paying Agents in any way stands
                behind the capital value and/or performance of the Class A1 Notes or
                the assets of the Securitisation Fund except in the case of the Issuer
                only to the limited extent provided in the Transaction Documents
                for the
                Securitisation Fund.

            


    

     

    
      	 	
              (d)

            	
              None
                of Perpetual Limited, the Manager, the Security Trustee, the Note
                Trustee,
                the Note Registrar, the Calculation Agent, the Class A3 Irish Paying
                Agent, the Paying Agents, the Euro Currency Swap Provider or the
                US
                Currency Swap Provider (as defined in the Supplementary Bond Terms
                Notice)
                guarantees the payment of interest or the repayment of principal
                due on
                the Class A1 Notes. 

            


    

     

    
      	 	
              (e)

            	
              None
                of the obligations of the Issuer or the Manager are guaranteed in
                any way
                by any associate either of them.

            


    

     

    
      	 	
              (f)

            	
              Without
                limiting the Conditions, the Issuer's liability to make payments
                in
                respect of the Class A1 Notes is limited to its right of indemnity
                from the assets of the Securitisation Fund from time to time available
                to
                make such payments under the Master Trust Deed and Supplementary
                Bond
                Terms Notice. All claims against the Issuer in relation to the
                Class A1 Notes can be enforced against the Issuer only to the extent
                to which it can be satisfied out of the assets of the Securitisation
                Fund
                out of which the Issuer is actually indemnified for the liability
                except
                in the case of (and to the extent of) any fraud, negligence or wilful
                default (as defined in the Master Trust Deed) on the part of the
                Issuer.

            


    

     

    
      	 	
              (g)

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

            


    

     

    


    
      
        
          
          

        

        
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    CERTIFICATE
      OF AUTHENTICATION

     

    This
      Class A1 Book-Entry Note is authenticated by The Bank of New York and until
      so authenticated shall not be valid for any purpose. 

     

    THE
      BANK
      OF NEW YORK 

    as
      Principal Paying Agent

    


     

    By:
      ________________________________

     

    


     

    


    
      
        
          
          

        

        
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            Trust Deed SMHL Global Fund 2007-1

        

      

    

    


    ASSIGNMENT

     

     

    
      
        

      

    

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

     

    


     

    
      

    

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

     

    


    
      

    

    (name
      and
      address of assignee)

     

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

     

    


     

    
      

    

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

     

    
      	
              Dated:
                __________________________

            	
              Signature

              Guaranteed:
                ___________________________

            
	 	 
	
              Dated:
                __________________________

            	
              Signature

              Guaranteed:
                ___________________________

               

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

              ________________________________

            
	 	 


    

    
      	
              *

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

            


    

     

    


     

    


    
      
        
          
          

        

        
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    PART
      B - Form of Class A2 Book-Entry Note

     

     

    THIS
      NOTE
      HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE
      OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW, PRIOR TO THE DATE THAT IS
      40
      DAYS AFTER THE LATER OF THE CLOSING DATE AND THE COMMENCEMENT OF THE OFFERING
      OF
      THE CLASS A2 NOTES MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
      TRANSFERRED WITHIN THE UNITED STATES, OR FOR THE ACCOUNT OR BENEFIT OF U.S.
      PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT
      TO
      AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
      ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES.


     

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

    
       

      
        	
                REGISTERED

              	
                ISIN No

              	
                 

              
	 	
                Common
                  Code

              	 


      

       

    

     

    Unless
      this Note is presented by an authorised representative of Euroclear Bank
      S.A./N.V. as operator of Euroclear (“Euroclear”)
      or of
      Clearstream Banking, Société Anonyme (“Clearstream,
      Luxembourg”),
      to the
      Issuer or its agent for registration of transfer, exchange or payment, and
      any
      Note issued is registered in the name of The Bank of New York Depositary
      (Nominees) Limited or the Common Depository for Euroclear or Clearstream,
      Luxembourg or in such other name as is requested by an authorised representative
      of Euroclear or Clearstream, Luxembourg (and any payment is made to Euroclear
      or
      Clearstream, Luxembourg, The Bank of New York Depositary (Nominees) Limited
      or
      that Common Depository or to such other entity as is requested by an authorised
      representative of Euroclear or Clearstream, Luxembourg), ANY TRANSFER, PLEDGE
      OR
      OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
      as the registered owner hereof, being The Bank of New York Depositary (Nominees)
      Limited, has an interest herein.

     

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

     

    Perpetual
      Limited

    (ABN
      86
      000 431 827)

    (a
      limited liability company incorporated under the law of 

    New
      South
      Wales, Australia)

    in
      its
      capacity as trustee of the 

    SMHL
      Global Fund 2007-1

    CLASS A2
      BOOK-ENTRY NOTE

    representing

    €[                   ]

     

    


    
      
        
          
          

        

        
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            Trust Deed SMHL Global Fund 2007-1

        

      

    

    


    Class A2
      Mortgage Backed Floating Rate Notes Due on 

    the
      Payment Date falling in June 2040

     

    This
      Note
      is a Class A2 Book-Entry Note in respect of a duly authorised issue of
      Notes of Perpetual Limited in its capacity as trustee of the SMHL Global Fund
      2007-1 (the “Securitisation
      Fund”)
      (the
      "Issuer"),
      designated as specified in the title above (the "Notes"),
      in an
      initial aggregate principal amount of

     

    **
      €[                   ]**

     

    and
      (a)
      constituted by a Master Trust Deed (the "Master
      Trust Deed")
      dated
      4 July 1994 between the Issuer as trustee, and ME Portfolio Management Limited
      (the "Manager")
      as
      amended and restated from time to time, by a Supplementary Bond Terms Notice
      (the "Supplementary
      Bond Terms Notice")
      dated
      29 May, 2007 executed by the Issuer, the Security Trustee (as defined herein),
      The Bank of New York (the note trustee for the time being referred to as the
      "Note
      Trustee")
      as
      trustee for the holders for the time being of the Class A Offered Notes (the
      "Class
      A Offered Noteholders")
      and
      the Manager, and by the Conditions; (b) issued subject to a Note Trust Deed
      dated 29 May, 2007 (the "Note
      Trust Deed")
      between (among others) the Issuer, the Manager, BNY Fund Services (Ireland)
      Limited (the “Irish
      Paying Agent”)
      and
      the Note Trustee; and (c) secured by a Security Trust Deed (the "Security
      Trust Deed")
      dated
      2 May, 2007 between the Issuer, the Manager, the Note Trustee and Perpetual
      Trustee Company Limited (ABN 42 000 001 007) (the "Security
      Trustee",
      which
      expression shall include its successor for the time being as security trustee
      under the Security Trust Deed) (as amended). References to the Conditions (or
      to
      any particular numbered Condition) shall be to the Terms and Conditions of
      the
      Class A2 Notes set out in Part B of Schedule 4 to the Note Trust Deed but
      with the deletion of those provisions which are applicable only to Class A2
      Notes in definitive form. Terms and expressions defined in the Note Trust Deed
      and the Conditions shall, save as expressly stated otherwise, bear the same
      meanings when used herein. 

     

    If
      the
      Issuer is obliged to issue Class A2 Definitive Notes under Clause 3.4 of
      the Note Trust Deed this Class A2 Book-Entry Note will be exchangeable in
      whole at the offices of the Note Registrar at 48th Floor, 1 Canada Square,
      London, E14 5AL, United Kingdom (or such other place outside the United States
      of America and Commonwealth of Australia and any of their respective territories
      and possessions and other areas subject to jurisdictions as the Note Trustee
      may
      agree) during normal business hours for Class A2 Definitive Notes and the
      Issuer shall execute and procure that the Principal Paying Agent authenticates
      and delivers in full exchange for this Class A2 Book-Entry Note,
      Class A2 Definitive Notes in aggregate principal amount equal to the Amount
      of all Class A2 Notes represented by this Class A2 Book-Entry Note.
      The Issuer is not obliged to issue Class A2 Definitive Notes until 30 days
      after it becomes aware of the occurrence of the relevant event or request in
      clause 3.4(b).

     

    If
      the
      Issuer fails to meet its obligations to issue Class A2 Definitive Notes,
      this shall be without prejudice to the Issuer’s obligations with respect to the
      Class A2 Notes under the Note Trust Deed, the Master Trust Deed, the
      Supplementary Bond Terms Notice and this Class A2 Book-Entry
      Note.

     

    The
      Issuer, in its capacity as trustee of the Securitisation Fund, subject to this
      Class A2 Book-Entry Note and subject to and in accordance with the
      Conditions and the Note Trust Deed promises to pay to the registered holder
      of
      this Class A2 Book-Entry Note, or registered assigns of this Class A2
      Book-Entry Note the principal sum of €[                       
       ]
      or such
      lesser amount as may from time to time be represented by this Class A2
      Book-Entry Note (or such part of that amount as may become repayable under
      the
      Conditions, the Supplementary Bond Terms Notice and the Note Trust Deed) on
      such
      date(s) that principal sum (or any part of it) becomes repayable in accordance
      with the Conditions, the Supplementary Bond Terms Notice and the Note Trust
      Deed
      and to pay interest in arrears on each Quarterly Payment Date (as defined in
      Condition 4 of this Class A2 Book-Entry Note) on the Invested Amount (as
      defined in the Supplementary Bond Terms Notice) of this Class A2 Book-Entry
      Note at rates determined in accordance with Condition 4 and all subject to
      and
      in accordance with the certification requirements described in this
      Class A2 Book-Entry Note, the Conditions, the Supplementary Bond Terms
      Notice and the Note Trust Deed, which shall be binding on the registered holder
      of this Class A2 Book-Entry Note (as if references in the Conditions to the
      Notes and the Noteholders were references to this Class A2 Book-Entry Note
      and the registered holder of this Class A2 Book-Entry Note respectively and
      as if the same had been set out in this Class A2 Book-Entry Note in full
      with all necessary changes, except as otherwise provided in this Class A2
      Book-Entry Note).

     

    


    
      
        
          
          

        

        
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            Trust Deed SMHL Global Fund 2007-1

        

      

    

    


    Payments
      of interest on this Class A2 Note due and payable on each Payment Date,
      together with the instalment of principal, if any, shall be payable to the
      nominee of the Clearing Agency (initially, such nominee to be the Common
      Depository in respect of the Class A2 Notes). No payment of interest or
      principal may be made by the Issuer or any Paying Agent in the Commonwealth
      of
      Australia or their possessions or into a bank account or to an address in the
      Commonwealth of Australia. Each of the persons appearing from time to time
      in
      the records of Euroclear or Clearstream, Luxembourg, as the holder of a
      beneficial interest in a Class A2 Note will be entitled to receive any
      payment so made in respect of that Class A2 Note in accordance with the
      respective rules and procedures of Euroclear and Clearstream, Luxembourg. Such
      persons will have no claim directly against the Issuer in respect of payments
      due on the Class A2 Notes which must be made by the holder of this
      Class A2 Book-Entry Note, for so long as this Class A2 Book-Entry Note
      is outstanding.

     

    On
      any
      payment of principal and/or interest on the Class A2 Notes as set out above
      details of that payment shall be endorsed by the Note Registrar in the Note
      Register and, in the case of payments of principal, the Outstanding Principal
      Balance and Invested Amount of the Class A2 Notes shall be reduced for all
      purposes by the amount so paid and endorsed in the Note Register. Any such
      record shall be prima facie evidence that the payment in question has been
      made.


     

    If
      the
      Issuer is obliged to issue Class A2 Definitive Notes under Clause 3.4 of
      the Note Trust Deed, upon the surrender of the Class A2 Book-Entry Notes to
      the Issuer by the Common Depository and the delivery by the Clearing Agency
      of
      the relevant registration instructions to the Issuer, the Issuer, with the
      assistance of the Manager, shall execute and procure the Principal Paying Agent
      to authenticate the Class A2 Definitive Notes in accordance with the
      instructions of the Clearing Agency.

     

    If
      the
      Issuer fails to meet its obligations to issue Class A2 Definitive Notes (in
      respect of any Class A2 Note), this shall be without prejudice to the
      Issuer's obligations with respect to the Class A2 Notes under the Note
      Trust Deed, the Master Trust Deed, the Supplementary Bond Terms Notice and
      this
      Class A2 Book-Entry Note.

     

    On
      an
      exchange of this Class A2 Book-Entry Note, this Class A2 Book-Entry
      Note shall be surrendered to the Issuer.

     

    This
      Class A2 Book-Entry Note shall not become valid for any purpose unless and
      until the Certificate of Authentication attached has been signed by an
      Authorised Signatory of the Principal Paying Agent (as defined in the
      Supplementary Bond Terms Notice).

     

    This
      Class A2 Book-Entry Note is not a document of title. Title shall be
      determined by entry in the Register and only the duly registered holder from
      time to time is entitled to payments in respect of this Class A2 Book-Entry
      Note.

     

    This
      Class A2 Book-Entry Note is governed by, and shall be construed in
      accordance with, the laws of New South Wales, Australia.

     

    


    
      
        
          
          

        

        
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    IN
      WITNESS the Issuer has caused this Class A2 Book-Entry Note to be signed
      [manually/in facsimile] by a person duly authorised on its behalf 

     

    PERPETUAL
      LIMITED in its capacity as trustee of the SMHL Global Fund 2007-1

     

    


    By:
      ______________________________

    Authorised
      Signatory

    


     

    
      
        Date:
          _____________________________

      

    

    


     

    


    
      
        
          
          

        

        
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            Trust Deed SMHL Global Fund 2007-1

        

      

    

    


    IMPORTANT
      NOTICE:

     

    
      
        

      

    

     

    
      	
              (a)

            	
              The
                Class A2 Notes do not represent deposits or other liabilities of
                Perpetual Limited, ABN 86 000 431 827, or associates of Perpetual
                Limited.
                

            


    

     

    
      	
              (b)

            	
              The
                holding of Class A2 Notes is subject to investment risk, including
                possible delays in repayment and loss of income and principal invested.
                

            


    

     

    
      	
              (c)

            	
              None
                of Perpetual Limited, any associate of Perpetual Limited, the Security
                Trustee, the Note Trustee, the Note Registrar, the Calculation Agent,
                the
                Class A3 Irish Paying Agent or the Paying Agents in any way stands
                behind the capital value and/or performance of the Class A2 Notes or
                the assets of the Securitisation Fund except in the case of Perpetual
                Limited only to the limited extent provided in the Transaction Documents
                for the Securitisation Fund.

            


    

     

    
      	
              (d)

            	
              None
                of Perpetual Limited, the Manager, the Security Trustee, the Note
                Trustee,
                the Note Registrar, the Calculation Agent, the Class A3 Irish Paying
                Agent, the Paying Agents, the Euro Currency Swap Provider or, the
                US
                Currency Swap Provider (as defined in the Supplementary Bond Terms
                Notice)
                guarantees the payment of interest or the repayment of principal
                due on
                the Class A2 Notes. 

            


    

     

    
      	
              (e)

            	
              None
                of the obligations of the Issuer or the Manager are guaranteed in
                any way
                by any associate either of them.

            


    

     

    
      	
              (f)

            	
              Without
                limiting the Conditions, the Issuer's liability to make payments
                in
                respect of the Class A2 Notes is limited to its right of indemnity
                from the assets of the Securitisation Fund from time to time available
                to
                make such payments under the Master Trust Deed and Supplementary
                Bond
                Terms Notice. All claims against the Issuer in relation to the
                Class A2 Notes can be enforced against the Issuer only to the extent
                to which it can be satisfied out of the assets of the Securitisation
                Fund
                out of which the Issuer is actually indemnified for the liability
                except
                in the case of (and to the extent of) any fraud, negligence or wilful
                default (as defined in the Master Trust Deed) on the part of the
                Issuer.

            


    

     

    
      	
              (g)

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

            


    

     

    


    
      
        
          
          

        

        
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    CERTIFICATE
      OF AUTHENTICATION

     

    This
      Class A2 Book-Entry Note is authenticated by The Bank of New York and until
      so authenticated shall not be valid for any purpose. 

     

    THE
      BANK
      OF NEW YORK 

    as
      Principal Paying Agent

     

     

    By:
      ____________________________

     

    


     

    


     

     

    


    
      
        
          
          

        

        
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    Schedule
      2 –
      Noteholders Reports

     

    Information
      to be contained in Noteholders Report

     

    
      	
              ·

            	
              The
                applicable Cut Off, Interest Determination Date and Payment
                Date.

            


    

     

    
      	
              ·

            	
              The
                aggregate amount of payments received with respect to the Loans secured
                by
                Mortgages comprised in Assets of the Securitisation Fund, including
                any
                prepayment amounts.

            


    

     

    
      	
              ·

            	
              The
                Collections.

            


    

     

    
      	
              ·

            	
              The
                Interest Collections.

            


    

     

    
      	
              ·

            	
              The
                Principal Collections.

            


    

     

    
      	
              ·

            	
              The
                aggregate principal amount redrawn under any Loan Redraw Facilities
                and
                the aggregate principal amount advanced under any Top-up Loans during
                the
                relevant Calculation Period.

            


    

     

    
      	
              ·

            	
              The
                shortfall, if any, between the aggregate principal amount redrawn
                under
                any Loan Redraw Facilities payable by the Issuer and the amount of
                Collections that represent prepayments of principal received by the
                Issuer
                at the end of the relevant Calculation Period.


            


    

     

    
      	
              ·

            	
              The
                shortfall, if any, between the aggregate principal amount advanced
                under
                any Top-up Loans payable by the Issuer and the amount of Collections
                that
                represent repayments or prepayments of principal received by the
                Issuer at
                the end of the relevant Calculation Period.


            


    

     

    
      	
              ·

            	
              The
                shortfall, if any, between the amount payable by the Issuer to any
                Interest Hedge Provider or provider of any other Enhancement in respect
                of
                termination of the Interest Hedge or other Enhancement and the amount
                received in respect of these costs from the relevant Mortgage at
                the end
                of the relevant Calculation Period.


            


    

     

    
      	
              ·

            	
              The
                amount, if any, for the relevant Calculation Period and each prior
                Calculation Period, paid or allocated under clauses 6.2(a)(1), 6.2(a)(2),
                6.2(a)(3) or 6.2(a)(4) (or 6.2(c)(1), 6.2(c)(2), 6.2(c)(3) or 6.2(c)(4))
                of the Supplementary Bond Terms Notice and which has not been reimbursed
                under clause 6.1(a)(8) or
                6.1(c)(8).

            


    

     

    
      	
              ·

            	
              The
                bond factor for each class of Notes on the relevant Payment Date,
                which
                with respect to a Class of Notes means the aggregate of the Invested
                Amount of the Class of Notes on the relevant Payment Date, divided
                by the
                aggregate Original Principal Balance of that Class of
                Notes.

            


    

     

    
      	
              ·

            	
              The
                Class A Charge Offs.

            


    

     

    
      	
              ·

            	
              The
                Class B Charge Offs.

            


    

     

    
      	
              ·

            	
              The
                Redraw Charge Offs.

            


    

     

    
      	
              ·

            	
              The
                Top-up Charge Offs.

            


    

     

    
      	
              ·

            	
              The
                Carry Over Class A Charge Offs.

            


    

     

    
      	
              ·

            	
              The
                Carry Over Class B Charge Offs.

            


    

     

    
      	
              ·

            	
              The
                Carry Over Redraw Charge Offs.

            


    

     

    
      	
              ·

            	
              The
                Carry Over Top-up Charge Offs.

            


    

     

    
      	
              ·

            	
              The
                threshold rate.

            


    

     

    


    
      
        
          
          

        

        
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              ·

            	
              The
                relevant Interest Rate of each class of Notes, as of the first day
                of the
                related Interest Period.

            


    

     

    
      	
              ·

            	
              The
                amount of any fees or Expenses paid, with an identification of the
                general
                purpose of such fees or Expenses and the party receiving such fees
                or
                Expenses.

            


    

     

    
      	
              ·

            	
              The
                aggregate amount of principal paid or allocated in respect of each
                Class
                of Notes, if any.

            


    

     

    
      	
              ·

            	
              The
                aggregate amount of interest paid or allocated in respect of each
                Class of
                Notes, if any.

            


    

     

    
      	
              ·

            	
              The
                Outstanding Principal Balance of each Class of Notes before and after
                giving effect to the payment or allocation of principal on the relevant
                Payment Date.

            


    

     

    
      	
              ·

            	
              Updated
                pool composition information, including the weighted average seasoning
                and
                the weighted average remaining term in relation to each Class of
                Notes.

            


    

     

    
      	
              ·

            	
              The
                balance of the Cash Collateral Account as at the relevant Payment
                Date and
                as at the previous Payment Date and the disposition of funds on deposit
                in
                the Cash Collateral Account since such previous Payment
                Date.

            


    

     

    
      	
              ·

            	
              The
                percentage of the Outstanding Principal Balance of each Class of
                Notes,
                after giving effect to payments and allocations on the relevant Payment
                Date.

            


    

     

    
      	
              ·

            	
              In
                the case of notes benefiting from Enhancements or other support described
                in a prospectus supplement, the amount of coverage under such arrangements
                as of the relevant Payment Date and, if applicable, a description
                of any
                Enhancement substituted therefore.

            


    

     

    
      	
              ·

            	
              The
                Unpaid Balance presented with respect to each of fixed rate and variable
                rate Loans, after giving effect to the payment of principal on the
                relevant Payment Date, and the number of Loans secured by Mortgages
                comprised in Assets of the Securitisation Fund, at the beginning
                and end
                of the relevant Calculation Period.

            


    

     

    
      	
              ·

            	
              Based
                on the most recent reports furnished by the Mortgage Manager or any
                subservicer, the number and aggregate principal balances of any Loans
                secured by Mortgages comprised in Assets of the Securitisation Fund
                that
                are delinquent:

            


    

     

    (a)   30-59
      days; 

     

    (b)   60-89
      days;

     

    (c)   90-119
      days; and 

     

    (d)   120
      or
      more days, and

     

    that
      are
      in foreclosure and any material changes to the information specified in the
      prospectus supplement with respect to how delinquencies, charge offs and
      uncollectible accounts are defined.

     

    
      	
              ·

            	
              The
                amount of any Realised Losses on the Loans secured by Mortgages comprised
                in Assets of the Securitisation Fund during the relevant Calculation
                Period.

            


    

     

    
      	
              ·

            	
              Information
                about the amount, terms and general purpose of any advances made
                or
                reimbursed during the relevant Calculation Period, including the
                general
                use of funds advanced and the general source of funds for
                reimbursements.

            


    

     

    
      	
              ·

            	
              Any
                material modifications, extensions or waivers to the terms, fees,
                penalties or payments of the Loans secured by Mortgages comprised
                in
                Assets of the Securitisation Fund during the Calculation Period or
                that
                have cumulatively become material over
                time.

            


    

     

    


    
      
        
          
          

        

        
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              ·

            	
              Any
                material breaches of housing loan representations or warranties or
                covenants in the Mortgage Origination and Management Agreement, the
                Supplementary Bond Terms Notice and the Bond Issue Confirmation
                Certificate (as defined in the Mortgage Origination and Management
                Agreement).

            


    

     

     

    


    
      
        
          
          

        

        
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    Schedule
      3 – Meeting Procedures


     

    
      	
            	1.	
              Convening
                of Meetings

            


    

     

    
      	 	
              1.1

            	
              A
                meeting of Class A Offered Noteholders must be convened by the Note
                Registrar if required to do so in
                writing:

            


    

     

    
      	 	
              (a)

            	
              by
                the Issuer:

            


    

     

    
      	 	
              (b)

            	
              by
                the Note Trustee; or

            


    

     

    
      	 	
              (c)

            	
              by
                Class A Offered Noteholders representing not less than 25% of the
                Class A
                Offered Notes calculated and expressed in the A$
                Equivalent.

            


    

     

    
      	
            	1.2	
              Each
                meeting of Class A Offered Noteholders will be held at the time and
                place
                designated by  the
                Note Registrar.

            


    

     

    
      	
            	2.	
              Notice
                of Meetings

            


    

     

    
      	 	
              2.1

            	
              The
                Note Registrar shall give notice of a proposed meeting of Class A
                Offered
                Noteholders to each Class A Offered Noteholder, the Issuer and the
                Note
                Trustee as follows:

            


    

     

    
      	 	
              (a)

            	
              the
                notice must specify the date, time and place of the meeting and the
                nature
                of each specific resolution (if any) to be proposed at that
                meeting;

            


    

     

    
      	
            	(b)	
              the
                notice must be given 5 Banking Days in advance of the meeting (inclusive
                of the day on which the notice is given and of the day on which the
                meeting is held), unless the matter requires, in the opinion of the
                Note
                Trustee, urgent attention; and

            


    

     

    
      	 	
              (c)

            	
              the
                notice may be given to each recipient in any manner provided in relation
                to that recipient under this deed.

            


    

     

    
      	 	
              2.2

            	
              An
                accidental omission to give notice to, or the non-receipt of notice
                by,
                any person entitled to such notice, does not invalidate the proceedings
                at
                any meeting.

            


    

     

    
      	
            	3.	
              Chairman

            


    

     

    A
      representative of the Note Trustee, nominated in writing, is entitled to take
      the chair at every meeting of Class A Offered Noteholders. If no such nomination
      is made or the person nominated is not present at the meeting within 15 minutes
      after the time appointed for the meeting to be held, the Class A Offered
      Noteholders present may choose one of their number to be chairman.

     

    
      	
            	4.	
              Quorum

            


    

     

    At
      any
      meeting of Class A Offered Noteholders any 2 or more persons present in person,
      by telephone, by video conference or other means of simultaneous electronic
      communication, or by Representative, being Class A Offered Noteholders who
      represent in excess of 50% of the aggregate Invested Amount of the Class A
      Offered Notes calculated and expressed in the A$ Equivalent will form a quorum
      for the transaction of business and no business (other than the choosing of
      a
      chairman) may be transacted at any meeting unless the requisite quorum is
      present at the commencement of business.

     

    


    
      
        
          
          

        

        
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            	5.	
              Adjournment

            


    

     

    
      	 	
              5.1

            	
              If
                within 15 minutes from the time appointed for any meeting of Noteholders
                a
                quorum is not present then:

            


    

     

    
      	 	
              (a)

            	
              if
                convened on the requisition of Class A Offered Noteholders, the meeting
                will be dissolved; and

            


    

     

    
      	 	
              (b)

            	
              in
                any other case, the meeting will stand adjourned (unless the Note
                Trustee
                agrees that it be dissolved) for the period, not less than 7 days
                or more
                than 42 days determined by the
                chairman.

            


    

     

    In
      any
      adjourned meeting two or more Class A Offered Noteholders present in person
      or
      by Representative representing in excess of 25% of the aggregate Invested Amount
      of the Class A Offered Notes calculated and expressed in the A$ Equivalent
      will
      form a quorum and will have the power to pass any resolution and to decide
      all
      matters which could properly have been dealt with at the meeting from which
      the
      adjournment took place had a quorum been present.

     

    
      	 	
              5.2

            	
              The
                chairman may with the consent of (and must if directed by) any meeting
                adjourn it from time to time and from place to place. No business
                may be
                transacted at any adjourned meeting except business which might lawfully
                have been transacted at the meeting from which the adjournment took
                place.

            


    

     

    
      	 	
              5.3

            	
              Notice
                of any meeting adjourned through want of a quorum must be given in
                accordance with clause 2.1 of the Meetings Procedures and must state
                the
                quorum required at that adjourned meeting. That notice need not contain
                any further information regarding the adjourned
                meeting.

            


    

     

    
      	
            	6.	
              Voting
                Procedure

            


    

     

    
      	 	
              6.1

            	
              Every
                question submitted to a meeting will be decided in the first instance
                by a
                show of hands.

            


    

     

    
      	 	
              6.2

            	
              Unless
                a poll is (before or on the declaration of the result of the show
                of
                hands) demanded by the chairman, the Issuer, the Note Trustee or
                by one or
                more Class A Offered Noteholders or Representatives of Class A Offered
                Noteholders whose aggregate Invested Amount calculated and expressed
                in
                the A$ Equivalent exceeds 5% of the full Invested Amount calculated
                and
                expressed in the A$ Equivalent, a declaration by the chairman that
                a
                resolution has been carried by a particular majority or lost or not
                carried by any particular majority is
                conclusive.

            


    

     

    
      	 	
              6.3

            	
              If
                a poll is so demanded, it must be taken in such manner and (subject
                to
                clause 6.5) either at once or after such adjournment as the chairman
                directs and the result of such poll is taken to be the resolution
                of the
                meeting at which the poll was demanded. The demand for a poll will
                not
                prevent the continuance of the meeting for the transaction of any
                business
                other than the question on which the poll has been
                demanded.

            


    

     

    
      	 	
              6.4

            	
              Any
                poll demanded at any meeting on the election of a chairman or on
                any
                question of adjournment will be taken at the meeting without
                adjournment.

            


    

     

    


    
      
        
          
          

        

        
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                6.5

              	
                (a)

              	
                On
                  a show of hands every person present being a Class A Offered Noteholder
                  holding, or a Representative holding or representing, one or more
                  Class A
                  Offered Notes has one vote except that the Note Trustee shall represent
                  each Class A Offered Noteholder who has directed the Note Trustee
                  to vote
                  on its behalf.

              


      

       

    

    
      	 	
              (b)

            	
              On
                a poll every Class A Offered Noteholder (or its Representative) present
                has one vote for each A$100 (but not part thereof) of the Outstanding
                Principal Balance of the Class A Offered Notes held and registered
                in the
                Class A Offered Noteholder’s name calculated and expressed in the A$
                Equivalent.

            


    

     

    
      	 	
              (c)

            	
              Any
                person entitled to more than one vote need
                not:

            


    

     

    
      	 	
              (1)

            	
              use
                all their votes; or

            


    

     

    
      	 	
              (2)

            	
              cast
                all their votes in the same way.

            


    

     

    
      	
            	7.	
              Right
                to attend and speak

            


    

     

    The
      Manager, the Issuer and the Note Trustee (through their respective
      representatives) and their respective financial and legal advisers is entitled
      to attend and speak at any meeting of the Class A Offered Noteholders. No other
      person is entitled to attend or vote at any meeting of the Class A Offered
      Noteholders or to join with others in requesting the convening of such a meeting
      unless they are a Class A Offered Noteholder or a Representative of a Class
      A
      Offered Noteholder.

     

    
      	
            	8.	
              Appointment
                of proxies

            


    

     

    
      	
            	8.1	
              Each
                appointment of a proxy:

            


    

     

    
      	
            	(a)	
              must
                be in writing;

            


    

     

    
      	 	
              (b)

            	
              if
                so required by the Issuer, must be accompanied by proof satisfactory
                to
                the Issuer of its due execution;
                and

            


    

     

    
      	 	
              (c)

            	
              must
                be deposited with the Note Registrar at its address for service of
                notices
                under this deed or at such other place as the Note Registrar designated
                or
                approves not less than 24 hours before the time appointed for holding
                the
                meeting or adjourned meeting at which the named proxy proposes to
                vote.

            


    

     

    In
      default, the appointment of proxy is not valid unless the chairman of the
      meeting decided otherwise before such meeting or adjourned meeting proceeds
      to
      business.

     

    
      	
            	8.2	
              The
                proxy named in any appointment of proxy need not be a Class A Offered
                Noteholder.

            


    

     

    
      	 	
              8.3

            	
              The
                Issuer is not obliged to investigate or be concerned with the validity
                of,
                or the authority of, the proxy named in any appointment of
                proxy.

            


    

     

    
      	 	
              8.4

            	
              Any
                vote cast in accordance with the terms of an appointment of proxy
                conforming with clause 8.1 is valid despite the previous revocation
                or
                amendment of the appointment of proxy or of any of the Class A Offered
                Noteholder’s instructions under which it was executed, unless written
                notice of that revocation or amendment is received by the Note Registrar
                at its address for service of notices under this deed or by the chairman
                of the meeting not less than 24 hours before the commencement of
                the
                meeting or adjourned meeting at which the appointment of proxy is
                used.

            


    

     

    


    
      
        
          
          

        

        
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            	9.	
              Appointment
                of corporate
                representatives

            


    

     

    A
      person
      authorised in a manner similar to sections 249(3)-(6) of the Corporations Act
      (as if that section applied to meetings of Class A Offered Noteholders) by
      a
      Class A Offered Noteholder being a body corporate to act for it at any meeting
      shall, in accordance with the person’s authority (until the Note Registrar
      receives notice of revocation of the person’s authority) be entitled to exercise
      the same powers on behalf of that body corporate as that body corporate could
      exercise if it were an individual Class A Offered Noteholder and must, if
      requested to do so by the chairman of any meeting or adjourned meeting, produce
      evidence of authority so to act at or before the meeting.

     

    
      	
            	10.	
              Rights
                of representatives

            


    

     

    A
      Representative of a Class A Offered Noteholder may demand or join in demanding
      a
      poll and (except to the extent the Representative is specifically directed
      to
      vote for or against any proposal) has power generally to act at a meeting for
      the Class A Offered Noteholder.

     

    
      	
            	11.	
              Minutes
                and records

            


    

     

    
      	 	
              11.1

            	
              The
                Note Registrar shall make and enter in its books minutes of all
                resolutions and proceedings at every meeting of Class A Offered
                Noteholders promptly following the conclusion of the relevant
                meeting.

            


    

     

    
      	 	
              11.2

            	
              Minutes
                of meetings of Class A Offered Noteholders are conclusive evidence
                if
                signed (or purportedly signed) by the chairman of that meeting or
                the
                chairman of the next succeeding meeting. Until the contrary is proved
                every meeting of which minutes have been made and signed is taken
                to have
                been duly convened and held and all resolutions passed or proceedings
                transacted at that meeting are taken to have been duly passed and
                transacted.

            


    

     

    
      	 	
              11.3

            	
              The
                Note Registrar shall provide a Class A Offered Noteholder with a
                copy of
                the minutes of each meeting of Class A Offered Noteholders promptly
                after
                request.

            


    

     

    
      	
            	12.	
              Written
                resolutions

            


    

     

    Despite
      the above provisions of these Meeting Procedures, a resolution of all the Class
      A Offered Noteholders (including an Extraordinary Resolution) may be passed
      and
      adopted without any meeting being required, by an instrument in writing signed
      (including by counterparts):

     

    
      	 	
              (a)

            	
              in
                the case of a Class A Offered Noteholders’ Resolution by Class A Offered
                Noteholders whose aggregate Invested Amount is not less than 50%
                of the
                aggregate Invested Amount of all Class A Offered Notes calculated
                and
                expressed in the A$ Equivalent unless the relevant resolution concerns
                action to be taken under Condition 8 following the occurrence of
                an Event
                of Default, in which case the required percentage is 67%;
                and

            


    

     

    
      	 	
              (b)

            	
              in
                the case of an Extraordinary Resolution, by Class A Offered Noteholders
                whose aggregate Invested Amount is not less than 75% of the aggregate
                Invested Amount of all Class A Offered Notes calculated and expressed
                in
                the A$ Equivalent.

            


    

     

    


    
      
        
          
          

        

        
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    Any
      such
      instrument is effective on presentation to the Note Registrar and Note Trustee
      for entry in the records of the Note Trust. The Note Registrar shall give to
      each Class A Offered Noteholder, the Note Trustee and the Issuer at least 5
      Banking Days’ notice of the proposed resolution.

     

    


     

    


    
      
        
          
          

        

        
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    Schedule
      4 – Terms and Conditions of the Class A Offered Notes

     

    PART
      A – Terms and Conditions of the Class A1 Notes

     

    The
      issue
      of US$1,200,000,000 Class A1 Note Mortgage Backed Pass Through Floating
      Rate Notes due 12 June
      2040
      (the "Class A1
      Notes"),
      €500,000,000 Class A2 Note Mortgage Backed Pass Through Floating Rate Notes
      due 12 June 2040 (the “Class A2
      Notes”
and
      together with the Class A1 Notes, the “Class
      A Offered Notes”),
      A$853,000,000 Class A3
      Note Mortgaged Backed Pass Through Floating Rate Notes due 12 June
      2040
      (the “Class A3
      Notes” and
      together with the Class A Offered Notes, the “Class
      A Notes”)
      and
      A$64,000,000 Class B Mortgage Backed Pass Through Floating Rate Notes due 12
      June 2040 (the "Class
      B Notes"
      and
      together with the Class A Notes, the "Notes")
      by
      Perpetual Limited, in its capacity as trustee of the SMHL Global Fund 2007-1
      (the "Securitisation
      Fund")
      (in
      such capacity, the "Issuer").
      These
      Notes are (a) issued subject to a Master Trust Deed (the "Master
      Trust Deed")
      dated
      4 July 1994 between the Issuer and ME Portfolio Management Limited (formerly
      called Superannuation Members' Home Loans Limited) (in such capacity, the
      "Manager")
      (as
      amended and restated), a Supplementary Bond Terms Notice (the "Supplementary
      Bond Terms Notice")
      dated
      on or about 29 May, 2007 executed by (among others) the Issuer, Perpetual
      Trustee Company Limited (ABN 42 000 001 007) (as the security trustee for the
      time being referred to as the "Security
      Trustee"),
      The
      Bank of New York (the note trustee for the time being referred to as the
      "Note
      Trustee")
      and
      the Manager, and in respect of the Class A Offered Notes these terms and
      conditions (the "Conditions");
      (b)
      in respect of the Class A Offered Notes only, constituted by a note trust deed
      dated on or about 29 May, 2007 (the "Note
      Trust Deed")
      between the Issuer, the Manager, the Security Trustee, The Bank of New York
      as
      trustee for the holders for the time being of the Class A Offered Notes (the
      "Class
      A Offered Noteholders"
      and
      together with the holders for the time being of the Class A3 Notes (the
“Class A3
      Noteholders”),
      the
“Class
      A Noteholders”
and
      together with the holders for the time being of the Class B Notes (the
      "Class
      B Noteholders"),
      the
      "Noteholders"),
      The
      Bank of New York as Principal Paying Agent (the "Principal
      Paying Agent",
      which
      expression includes its successors as Principal Paying Agent under the Note
      Trust Deed), BNY Fund Services (Ireland) Limited as Irish Paying Agent (the
      “Irish
      Paying Agent”,
      which
      expression includes its successors as Irish Paying Agent under the Note Trust
      Deed), BNY Fund Services (Ireland) Limited as Class A3 Irish Paying Agent
      (the “Class A3
      Irish Paying Agent”,
      which
      expression includes its successors as Class A3 Irish Paying Agent under the
      Note Trust Deed), The Bank of New York, as calculation agent (the "Calculation
      Agent",
      which
      expression includes its successors as Calculation Agent under the Note Trust
      Deed) and The Bank of New York as note registrar (the "Note
      Registrar");
      and
      (c) secured by a Security Trust Deed (the "Security
      Trust Deed")
      dated
      2 May, 2007 between the Issuer, the Manager, the Note Trustee and the Security
      Trustee (as amended).

     

    The
      statements set out below include summaries of, and are subject to the detailed
      provisions of, the Master Trust Deed, the Supplementary Bond Terms Notice,
      the
      Security Trust Deed and the Note Trust Deed. Certain words and expressions
      used
      herein have the meanings defined in those documents. In accordance with the
      Note
      Trust Deed, under which further paying agents may be appointed (together with
      the Principal Paying Agent and the Irish Paying Agent, the "Paying
      Agents",
      which
      expression includes the successors of each paying agent under the Note Trust
      Deed and any additional paying agents appointed), payments in respect of the
      Class A Offered Notes will be made by the Paying Agents and the Calculation
      Agent will make the determinations specified in the Note Trust Deed. The Class
      A
      Offered Noteholders will be entitled (directly or indirectly) to the benefit
      of,
      will be bound by, and will be deemed to have notice of, all the provisions
      of
      the Master Trust Deed, the Supplementary Bond Terms Notice, the Security Trust
      Deed, the Note Trust Deed, the Mortgage Origination and Management Agreement
      dated 4 July 1994 and novated by the Deed of Novation dated 28 September 1995
      (as amended) (the "Mortgage
      Origination and Management Agreement")
      between Members' Equity Pty Limited (formerly known as NMFM Lending Pty
      Limited) as mortgage manager (together with any substitute or successor, the
      "Mortgage
      Manager"),
      the
      Manager and the Issuer, (together with the agreements with respect to the Fixed
      Floating Rate Swap, and the Currency Swaps (as each such term is defined below),
      (those documents the "Relevant
      Documents")
      and
      certain other transaction documents defined as such in the Master Trust Deed,
      collectively the "Transaction
      Documents").
      Copies of the Transaction Documents are available for inspection at the office
      of the Principal Paying Agent, being at the date hereof The Bank of New York
      at
      its offices at 101 Barclay Street, Floor 4 East, New York, New York, United
      States of America.

     

    


    
      
        
          
          

        

        
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    The
      Issuer has entered into a separate ISDA Master Agreement dated 28 May, 2007
      with
      Commonwealth Bank of Australia (the
      "Fixed-Floating Rate Swap Provider")
      together with a confirmation relating thereto as at the Closing Date (the
      "Fixed-Floating
      Rate Swap").
      The
      Issuer has also entered into a ISDA Master Agreement dated 29 May, 2007 with
      Australia and New Zealand Banking Group Limited (the "US
      Currency Swap Provider"
      and the
“Euro Currency
      Swap Provider”,
      or the
“Currency
      Swap Provider”),
      (together the Fixed-Floating Rate Swap Provider, and the Currency Swap Provider,
      the "Swap
      Provider")
      together with the confirmations relating thereto which have an effective date
      of
      the Closing Date in respect of the Class A Offered Notes (the "US
      Currency Swap"
      and the
“Euro
      Currency Swap”,
      respectively and together the “Currency
      Swaps”).

     

    Perpetual
      Limited as trustee of the Securitisation Fund, at the direction of the Manager,
      may in the future enter into Fixed-Floating Rate Swaps with new fixed-floating
      rate swap providers provided that each new fixed-floating rate swap provider
      has
      at least the minimum credit rating specified by each rating agency, if any,
      in
      order to provide such fixed-floating rate swaps to the Securitisation
      Fund.

     

    Class A1
      Book-Entry Notes will also bear the following legend: "This book-entry note
      is a
      global note for the purposes of section 128F(10) of the Income Tax Assessment
      Act 1936 of the Commonwealth of Australia".

     

    
      	 


    

     

    
      	
              1

            	
              Form,
                Denomination and
                Title

            


    

     

    The
      Class A1 Notes will be issued in registered form without interest coupons
      in minimum denominations of US$100,000 and integral multiples
      thereof.

     

    Each
      Class A1 Book Entry Note is not a document of title. Title shall be
      determined by entry in the Register and only the duly registered holder from
      time to time is entitled to payments in respect of a Class A1 Book Entry
      Note.

     

    Each
      Class A1 Note will be represented by one or more typewritten fully
      registered book-entry notes (each, a "Class A1 Book-Entry
      Note"
      and
      collectively, the "Class A1 Book-Entry
      Notes")
      registered in the name of Cede & Co ("Cede")
      as
      nominee of The Depository Trust Company ("DTC").
      Beneficial interests in the Class A1 Book-Entry Notes will be shown on, and
      transfers thereof will be effected only through, records maintained by DTC
      and
      its participants. Euroclear Bank S.A./N.V, as operator of the Euroclear System
      ("Euroclear")
      and
      Clearstream Banking, Societe Anonyme ("Clearstream,
      Luxembourg"),
      may
      hold interests in the Class A1 Book-Entry Notes on behalf of persons who
      have accounts with Euroclear and Clearstream, Luxembourg through accounts
      maintained in the names of Euroclear or Clearstream, Luxembourg, or in the
      names
      of their respective depositories, with DTC.

     

    


    
      
        
          
          

        

        
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    If
      the
      Issuer is obliged to issue Class A1 Definitive Notes under clause 3.3 of
      Note Trust Deed, interests in the applicable Class A1 Book-Entry Note will
      be transferred to the beneficial owners thereof in the form of Class A1
      Definitive Notes, without interest coupons, in the denominations set forth
      above. A Class A1 Definitive Note will be issued to each Class A1
      Noteholder in respect of its registered holding or holdings of Class A1
      Notes against delivery by such Class A1 Noteholders of a written order
      containing instructions and such other information as the Issuer and The Bank
      of
      New York, acting as a note registrar (the "Note
      Registrar")
      may
      require to complete, execute and deliver such Class A1 Definitive Notes. In
      such circumstances, the Issuer will cause sufficient Class A1 Definitive
      Notes to be executed and delivered to the Note Registrar for completion,
      authentication (by the Principal Paying Agent) and dispatch to the relevant
      Class A1 Noteholders.

     

    
      
        	 


      

       

    

    
      	
              2

            	
              Status,
                Security and Relationship Between the Class
                A Notes and the Class B Notes

            


    

     

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

     

    The
      Class
      A Notes are issued subject to the Master Trust Deed and the Supplementary Bond
      Terms Notice and are secured by the same security as the Class B Notes but
      the
      Class A Notes will rank in priority to the Class B Notes both before and after
      enforcement of the security and in respect of both principal and interest (as
      set out in Conditions 4 and 5).

     

    The
      proceeds of the issue of the Class A Notes and the Class B Notes are to be
      used
      by the Issuer to purchase an interest in certain housing loans (the
      "Loans")
      and
      certain related mortgages (the "Mortgages").

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
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              3

            	
              Covenants
                of the
                Issuer

            


    

     

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

     

    These
      covenants include the following.

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              The
                Issuer shall:

            


    

     

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

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

            


    

     

    
      	 	
              (4)

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

            


    

     

    
      	 	
              (5)

            	
              not,
                as Issuer, engage in any business or activity in respect of the
                Securitisation Fund except as contemplated or required by the Transaction
                Documents;

            


    

     

    
      	 	
              (6)

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

            


    

     

    
      	 	
              (7)

            	
              within
                45 days of notice from the Manager to do so, remove any of its agents
                or
                delegates that breaches any obligation imposed on the Issuer under
                the
                Master Trust Deed or any other Transaction Document where the Manager
                reasonably believes it will materially adversely affect the rating
                of
                either or both of the Class A Notes and Class B Notes;
                and

            


    

     

    
      	 	
              (8)

            	
              not
                agree to any amendment to Agreed Procedures (as defined in the Mortgage
                Origination and Management Agreement) unless each Designated Rating
                Agency
                confirms that it will not withdraw or downgrade the rating of the
                Notes as
                a result of such amendment.

            


    

     

    
      	
              (c)

            	
              Except
                as provided in any Transaction Document (and other than the charge
                given
                to the Security Trustee and the Issuer's lien over the assets of
                the
                Securitisation Fund), the Issuer shall not nor permit any of its
                officers
                to sell, mortgage, charge or otherwise encumber or part with possession
                of
                any assets of the Securitisation Fund (the "Fund
                Assets").

            


    

     

    


    
      
        
          
          

        

        
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              (d)

            	
              The
                Issuer shall duly observe and perform the covenants and obligations
                of the
                Master Trust Deed and will be personally liable to the Noteholders,
                the
                Beneficiaries, or any other creditors for its negligence, fraud or
                wilful
                default (as defined in Condition
                15).

            


    

     

    
      	
              (e)

            	
              The
                Issuer will open and operate certain bank accounts in accordance
                with the
                Master Trust Deed and any Transaction
                Document.

            


    

     

    
      	
              (f)

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

            


    

     

    
      	
              (g)

            	
              The
                Issuer must properly perform the functions which are necessary for
                it to
                perform under all Transaction Documents in respect of the Securitisation
                Fund.

            


    

     

    
       

      
        	 


      

       

    

    
      	
              4

            	
              Interest

            


    

     

    
      	
              (a)

            	
              Quarterly
                Payment Dates 

            


    

     

    Each
      Class A1 Note bears interest on the Invested Amount (as defined in the
      Supplementary Bond Terms Notice) of that Class A1 Note from and including
      31 May 2007 or such later date as may be agreed between the Manager and the
      Issuer for the issue of the Class A1 Notes (the "Closing
      Date").
      Interest in respect of the Class A1 Notes will be payable in arrears on 12
      September 2007 in respect of the period from (and including) the Closing Date
      and ending on (but excluding) 12 September 2007 (the “First
      Quarterly Payment Date”)
      and
      thereafter on each 12 December, March, June and September (each such date a
      “Quarterly Payment
      Date”).
      If
      any Quarterly Payment Date would otherwise fall on a day which is not a Banking
      Day (as defined below), it shall be postponed to the next day which is a Banking
      Day. The final Quarterly Payment Date for a Class of Notes will be the earlier
      of the Final Maturity Date for that Class of Notes and the Quarterly Payment
      Date on which the Notes are redeemed in full.

     

    "Banking
      Day"
      in this
      Condition 4 (other than Condition 4(b)) and in Conditions 5 and 9 below means
      any day (other than a Saturday, Sunday or public holiday) on which banks are
      open for business in London, New York, Sydney and Melbourne and which is a
      TARGET Settlement Day.

     

    The
      period beginning on (and including) the Closing Date and ending on (but
      excluding) the First Quarterly Payment Date, and each successive period
      beginning on (and including) a Quarterly Payment Date and ending on (but
      excluding) the next Quarterly Payment Date is called an "Interest
      Period".
      Interest payable on a Class A1 Note in respect of any Interest Period or
      any other period will be calculated on the basis of the actual number of days
      in
      that Interest Period and a 360 day year.

     

    A
      Class A1 Note will stop earning interest on any date on which the
      Outstanding Principal Balance of the Class A1 Note is zero (provided that
      interest shall thereafter begin to accrue from (and including) any date on
      which
      the Outstanding Principal Balance of the Class A1 Note becomes greater than
      zero) or if the Outstanding Principal Balance of the Class A1 Note is not
      zero on the due date for redemption in full of the Class A1 Note, unless
      payment of principal is improperly withheld or refused, following which the
      Class A1 Note will continue to earn interest on the Invested Amount of the
      Class A1 Note at the rate from time to time applicable to the Class A1
      Note until the later of the date on which the Note Trustee or Principal Paying
      Agent receives the moneys in respect of the Class A1 Notes and notifies the
      holders of that receipt or the date on which the Outstanding Principal Balance
      of the Class A1 Note has been reduced to zero but interest will begin to
      accrue from and including any date on which the Outstanding Principal Balance
      of
      the Class A1 Note becomes greater than zero.

     

    


    
      
        
          
          

        

        
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    If
      interest is not paid on a Class A1 Note on the date when it is due and
      payable (other than because the due date is not a Banking Day) that unpaid
      interest will itself bear interest at the Interest Rate applicable to that
      Class A1 Note until the unpaid interest and the amount of interest on it is
      available for payment by the Issuer.

     

    
      	
              (b)

            	
              Interest
                Rate

            


    

     

    The
      rate
      of interest applicable from time to time for Class A1 Notes (the
      "Class A1 Interest
      Rate")
      will
      be determined by the Calculation Agent on the basis of the following
      paragraphs.

     

    The
      second Banking Day before the beginning of each Interest Period (each an
      "Interest
      Determination Date"),
      the
      Calculation Agent 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 Interest Period for three-month (or in the case
      of
      the first Interest Period, the rate will be determined by linear interpolation
      calculated by reference to the duration of that first Interest Period) deposits
      in US dollars which appears on the Telerate Page 3750 as of 11.00 am, London
      time, on the Interest Determination Date. If such rate does not appear on the
      Telerate Page 3750, the rate for that Interest Period will be determined as
      if
      the Issuer and Calculation Agent had specified "USD-LIBOR-Reference
      Banks"
      as the
      applicable Floating Rate Option under the ISDA Definitions. "USD-LIBOR-Reference
      Banks"
      means
      that the rate for an Interest Period will be determined on the basis of the
      rates at which deposits in US dollars are offered by the Reference Banks (being
      four major banks in the London interbank market agreed to by the Calculation
      Agent and the US Currency Swap Provider) at approximately 11.00 am, London
      time,
      on the Interest Determination Date to prime banks in the London interbank market
      for a period of three months (or in the case of the first Interest Period,
      the
      rate will be determined by linear interpolation calculated by reference to
      the
      duration of that first Interest Period) commencing on the first day of the
      Interest Period and in a Representative Amount (as defined in the ISDA
      Definitions). The Calculation Agent will request the principal London office
      of
      each of the Reference Banks to provide a quotation of its rate. If at least
      two
      such quotations are provided, the rate for that Interest Period will be the
      arithmetic mean of the quotations. If fewer than two quotations are provided
      as
      requested, the rate for that Interest Period will be the arithmetic mean of
      the
      rates quoted by not less than two major banks in New York City, selected by
      the
      Calculation Agent and the US Currency Swap Provider, at approximately 11.00
      am,
      New York City time, on that Interest Determination Date for loans in US dollars
      to leading European banks for a period of three months (or in the case of the
      first Interest Period, the rate will be determined by linear interpolation
      calculated by reference to the duration of that first Interest Period)
      commencing on the first day of the Interest Period and in a Representative
      Amount. If no such rates are available in New York City, then the rate for
      such
      Interest Period shall be the most recently determined rate in accordance with
      this paragraph.

     

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

     

    The
      Class A1 Interest Rate applicable to the Class A1 Notes for such
      Interest Period will be the aggregate of (i) the interest rate or arithmetic
      mean as determined by the Calculation Agent under the previous paragraph; and
      (ii) the margin of 0.06% (the “Class A1
      Margin”)
      in
      relation to the Class A1 Notes. 

     

    


    
      
        
          
          

        

        
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    If
      the
      Issuer has not redeemed all of the Class A Notes on or before the Quarterly
      Payment Date falling on 12 March 2013, the Class A1 Margin will increase to
      0.12% for the period from (and including) that date until (but excluding) the
      date on which the Class A1 Notes are redeemed in full in accordance with
      these Conditions.

     

    There
      is
      no maximum or minimum Class A1 Interest Rate.

     

    
      	
              (c)

            	
              Determination
                of Interest Rate and Calculation of
                Interest

            


    

     

    The
      Calculation Agent will, as soon as practicable after 11.00 am (London time)
      on
      each Interest Determination Date, determine the Class A1 Interest Rate
      applicable to, and calculate the amount of interest payable (the "Class A1 Interest")
      for,
      the immediately succeeding Interest Period in respect of the Class A1
      Notes. The Class A1 Interest is calculated by applying the Class A1
      Interest Rate for the Class A1 Notes to the Invested Amount (as defined in
      the Supplementary Bond Terms Notice) of that Class A1 Note on the first day
      of the next Interest Period after giving effect to any payments of principal
      made with respect for such class on such day, multiplying such product by a
      fraction, the numerator of which is the actual number of days in the relevant
      Interest Period and the denominator of which is 360 days and rounding the
      resultant figure down to the nearest cent (half a cent being rounded upwards).
      The determination of the Class A1 Interest Rate and the Class A1
      Interest by the Calculation Agent shall (in the absence of manifest error)
      be
      final and binding upon all parties.

     

    
      	
              (d)

            	
              Notification
                of Class A1 Interest Rate and Class A1
                Interest

            


    

     

    The
      Calculation Agent will cause the Class A1 Interest Rate and the
      Class A1 Interest applicable to each Class A1 Note for each Interest
      Period and the relevant Quarterly Payment Date to be notified to the Issuer,
      the
      Manager, the Note Trustee and the Paying Agents. The Class A1 Interest,
      Class A1 Interest Rate and the relevant Quarterly Payment Date so made
      available may subsequently be amended (or appropriate alternative arrangements
      made by way of adjustment) without notice in the event of a shortening of the
      Interest Period.

     

    
      	
              (e)

            	
              Determination
                or Calculation by the
                Manager

            


    

     

    If
      the
      Calculation Agent at any time for any reason does not determine the relevant
      Class A1 Interest Rate or calculate the Class A1 Interest for a
      Class A1 Note, the Manager shall do so and each such determination or
      calculation shall be deemed to have been made by the Calculation Agent. In
      doing
      so, the Manager shall apply the foregoing provisions of this Condition, with
      any
      necessary consequential amendments, to the extent that in its opinion, it can
      do
      so, and, in all other respects it shall do so in such a manner as it reasonably
      considers to be fair and reasonable in all the circumstances.

     

    
      	
              (f)

            	
              Calculation
                Agent

            


    

     

    The
      Issuer will procure that, so long as any of the Class A Offered Notes remains
      outstanding, there will, at all times, be a Calculation Agent. The Issuer,
      or
      the Manager with the consent of the Issuer (such consent not to be unreasonably
      withheld), reserves the right at any time to terminate the appointment of the
      Calculation Agent subject to the terms of the Note Trust Deed. Notice of that
      termination will be given to the Class A Offered Noteholders. If any person
      is
      unable or unwilling to continue to act as the Calculation Agent, or if the
      appointment of the Calculation Agent is terminated, the Issuer will, with the
      approval of the Note Trustee, appoint a successor Calculation Agent to act
      as
      such in its place, provided that neither the resignation nor removal of the
      Calculation Agent shall take effect until a successor approved by the Note
      Trustee has been appointed.

     

     

    


    
      
        
          
          

        

        
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              (g)

            	
              Interest
                distribution

            


    

     

    On
      each
      Quarterly Payment Date, and based on the calculations, instructions and
      directions provided to it by the Manager, and subject to the terms of the
      Security Trust Deed and the Supplementary Bond Terms Notice, (to the extent
      it
      has not already done so) the Issuer must apply the Interest Collections for
      the
      Monthly Calculation Period ending immediately before the relevant Quarterly
      Payment Date but in respect of the applicable Quarterly Calculation Period
      as
      follows:

     

    
      	 	
              (1)

            	
              first,
                in payment of Taxes in respect of the Securitisation Fund, which
                have been
                incurred prior to that Quarterly Payment Date and which have not
                previously been paid on a prior Monthly Payment
                Date;

            


    

     

    
      	 	
              (2)

            	
              secondly,
                pari passu and rateably in payment of the Issuer's Fee, the Manager’s Fee
                and any Expenses (other than the Expenses referred to in paragraph
                (9)
                below) in respect of the Securitisation Fund which have been incurred
                prior to that Quarterly Payment Date and which have not previously
                been
                paid on a prior Monthly Payment
                Date;

            


    

     

    
      	 	
              (3)

            	
              thirdly,
                without duplication, in or toward any amounts payable or to be applied
                under paragraph (4) below on any previous Quarterly Payment Date,
                if there
                had been sufficient Interest Collections, which have not previously
                been
                paid or allocated by the Issuer, together with accrued interest thereon
                which in the case of a Note must be at the Interest Rate applicable
                to the
                relevant Note;

            


    

     

    
      	 	
              (4)

            	
              fourthly,
                pari passu and rateably:

            


    

     

    
      	 	
              (A)

            	
              in
                payment of any interest due under any Redraw Funding Facility or
                Top-up
                Funding Facility for the applicable Quarterly Interest Period, including
                (without duplication) amounts allocated on the two preceding Monthly
                Payment Dates (Non-Distributed
                Amount);

            


    

     

    
      	 	
              (B)

            	
              in
                payment to the Currency Swap Providers, in payment of the A$ Class
                A
                Interest Amount payable under the Confirmations at that Quarterly
                Payment
                Date, which is thereafter to be applied to payment of interest on
                the
                Class A Offered Notes for the applicable Quarterly Interest Period,
                including (without duplication) any Non-Distributed Amount; and
                

            


    

     

    
      	 	
              (C)

            	
              in
                payment of any interest due under any Class A3 Notes for the
                applicable Monthly Interest Period;

            


    

     

    
      	 	
              (5)

            	
              fifthly,
                without duplication, in payment of any amounts payable under paragraph
                (6)
                below on any previous Quarterly Payment Date, if there had been sufficient
                Interest Collections, which have not previously been paid or allocated
                by
                the Issuer together with accrued interest thereon at the Interest
                Rate
                applicable to the relevant Note;

            


    

     

    
      	 	
              (6)

            	
              sixthly,
                pari passu and rateably in payment to Class B Noteholders of the
                Class B
                Interest due on the Class B Notes on that Quarterly Payment Date
                for the
                applicable Quarterly Interest Period, including (without duplication)
                any
                Non-Distributed Amount;

            


    

     

    
      	 	
              (7)

            	
              seventhly,
                in crediting to the Cash Collateral Account the amount (if any) by
                which
                the Required Cash Collateral exceeds the Cash
                Collateral;

            


    

     

    


    
      
        
          
          

        

        
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              (8)

            	
              eighthly,
                to reimburse in the order of priorities specified in Condition 5(b)
                any
                amounts that have been paid or allocated in on any previous Payment
                Date
                under Conditions 5(b)(1), (2), (3) and (4) (to the extent not previously
                reimbursed under this Condition 4(g)(8)) for the applicable Monthly
                Interest Period (in the case of Conditions 5(b)(1), (2) and (3))
                and
                Quarterly Interest Period (in the case of Condition 5(b)(4)) including
                (without duplication) any Non-Distributed
                Amount;

            


    

     

    
      	 	
              (9)

            	
              ninthly,
                in payment toward any break costs payable on cancellation of any
                Fixed-Floating Rate Swap to the extent that those amounts are not
                recovered under the relevant Loan secured by Mortgages comprised
                in the
                Assets of the Securitisation Fund in the form of any applicable prepayment
                fees or a drawing has not been made under a Payment Funding Facility
                including (without duplication) any Non-Distributed
                Amount;

            


    

     

    
      	 	
              (10)

            	
              tenthly,
                pari passu and rateably in payment to the Liquidity Noteholder of
                interest
                payable in respect of the Liquidity Notes and in payment of any interest
                in respect of any Payment Funding Facility for the applicable Quarterly
                Interest Period, including (without duplication) any Non-Distributed
                Amount;

            


    

     

    
      	 	
              (11)

            	
              eleventhly,
                in respect of the amount of any Class A Charge Offs, any Redraw Charge
                Offs and any Top-up Charge Offs in and towards reinstatement of in
                the
                books of the Securitisation Fund, pari passu and rateably allocated
                to:

            


    

     

    
      	 	
              (A)

            	
              that
                portion of the Class A Charge Offs that relates to the Class A3 Notes
                for that Calculation Period; and

            


    

     

    
      	 	
              (B)

            	
              Redraw
                Charge Offs, Top-up Charge Offs and that portion of the Class A Charge
                Offs that relates to the Class A Offered Notes for that Calculation
                Period, including any Non-Distributed
                Amount;

            


    

     

    
      	 	
              (12)

            	
              twelfthly,
                in respect of the amount of any Carry Over Redraw Charge Offs, any
                Carry
                Over Top-up Charge Offs and the A$ Equivalent of any Carry Over Class
                A
                Charge Offs allocated to: 

            


    

     

    
      	 	
              (A)

            	
              each
                Class A3 Note; and

            


    

     

    
      	 	
              (B)

            	
              each
                Class A Offered Note,

            


    

     

    in
      reinstatement of in the books of the Securitisation Fund, pari passu and
      rateably (as between any Carry Over Redraw Charge Offs, any Carry Over Top-up
      Charge Offs and the A$ Equivalent of any Carry Over Class A Charge Offs
      allocated to each Class A Note) of:

     

    
      	 	
              (i)

            	
              the
                A$ Equivalent of any Carry Over Class A Charge Offs;
                

            


    

     

    
      	 	
              (ii)

            	
              any
                Carry Over Redraw Charge Offs; and

            


    

     

    
      	 	
              (iii)

            	
              any
                Carry Over Top-up Charge Offs;

            


    

     

    on
      that
      Monthly Payment Date (in the case of the Class A3 Notes) and on that
      Quarterly Payment Date including (without duplication) any Non-Distributed
      Amount (in the case of the Class A Offered Notes, any Carry Over Redraw Charge
      Offs and any Carry Over Top-up Charge Offs);

     

    
      	 	
              (13)

            	
              thirteenthly,
                in respect of the amount of any Class B Charge Offs and any Carry
                Over
                Class B Charge Offs in and towards reinstatement of in the books
                of the
                Securitisation Fund including any Non-Distributed Amount and in the
                following order:

            


    

     

    


    
      
        
          
          

        

        
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              (A)

            	
              any
                Class B Charge Offs for the applicable Calculation Period;
                and

            


    

     

    
      	 	
              (B)

            	
              pari
                passu and rateably the Invested Amount of the Class B Notes to the
                extent
                of any Carry Over Class B Charge
                Offs;

            


    

     

    
      	 	
              (14)

            	
              fourteenthly,
                (to the extent not paid under Condition 5(b)) pari passu and rateably,
                in
                repayment of any principal due and payable under any Redraw Funding
                Facility, in repayment of any principal due and payable under any
                Top-up
                Funding Facility and in or toward repayment of any principal due
                and
                payable under any Payment Funding Facility including (without duplication)
                any Non-Distributed Amount; and

            


    

     

    
      	 	
              (15)

            	
              fifteenthly,
                in payment of or provision for amounts payable to the Income Unitholder
                of
                the Securitisation Fund in accordance with clauses 22.1(d) and 22.3(d)
                of
                the Master Trust Deed including (without duplication) any Non-Distributed
                Amount.

            


    

     

    Capitalised
      terms in this Condition 4(g) have the same meaning given in the Supplementary
      Bond Terms Notice unless otherwise defined in this document.

     

    
      
        	 


      

       

    

    
      	
              5

            	
              Redemption
                and Purchase

            


    

     

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

     

    
      	
              (a)

            	
              Mandatory
                Redemption in part from Principal Collections and apportionment of
                Principal Collections between the Class A Notes and the Class B
                Notes

            


    

     

    The
      Class
      A Notes shall be subject to mandatory redemption in part on any Quarterly
      Payment Date (or in the case of the Class A3 Notes, any Monthly Payment
      Date) if on that date there are any Principal Collections available to be
      distributed in relation to such Class A Notes. The principal amount so
      redeemable in respect of each Class A Note prior to enforcement of the Security
      Trust Deed (each a "Principal
      Payment")
      on any
      Quarterly Payment Date shall be the amount available for payment as set out
      in
      Condition 5(b) on the day which is seven Banking Days prior to the Quarterly
      Payment Date (the "Cut
      Off”)
      divided by the aggregate Invested Amount of all Class A Notes, multiplied by
      the
      Invested Amount of that Note, provided always that no Principal Payment on
      a
      Class A Note on any date may exceed the amount equal to the Invested Amount
      of
      that Class A Note at that date.

     

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

     

    
      	
              (b)

            	
              Principal
                Distributions on Notes

            


    

     

    On
      each
      Quarterly Payment Date, and in accordance with the calculations, instructions
      and directions provided to it by the Manager and subject to the terms of the
      Security Trust Deed and the Supplementary Bond Terms Notice (to the extent
      it
      has not already done so), the Issuer must apply the Principal Collections
      together with any amounts to be applied under this Condition 5(b) pursuant
      to
      Condition 5(d)(2) for the Monthly Calculation Period ending immediately before
      the relevant Quarterly Payment Date but in respect of the applicable Quarterly
      Calculation Period and Condition 5(d)(2) in relation to the two preceding
      Monthly Payment Dates towards the following payments in the following order
      of
      priority:

     

    


    
      
        
          
          

        

        
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              (1)

            	
              first,
                in payment of Taxes in respect of the Securitisation Fund (to the
                extent
                not paid as described in Condition
                4);

            


    

     

    
      	 	
              (2)

            	
              secondly,
                pari passu and rateably in payment of the Issuer's Fee, the Manager’s Fee
                and any Expenses (other than the Expenses referred to in this Condition
                5(b) below) in respect of the Securitisation Fund (to the extent
                not paid
                or provided for as described in Condition
                4(g));

            


    

     

    
      	 	
              (3)

            	
              thirdly,
                in payment of the amounts payable and in the priority under Condition
                4(g)(4) and which have not previously been paid or allowed for on
                a
                previous Payment Date (or on the relevant Monthly Payment Date, in
                respect
                of the Class A3 Notes) (to the extent not paid or allowed for as
                described in Condition 4(g)(3));

            


    

     

    
      	 	
              (4)

            	
              fourthly,
                in payment of the amounts payable under and in the priority as specified
                in, Condition 4(g)(6)
                and which have not previously been paid or allowed for on a previous
                Payment Date for the applicable Quarterly Calculation Period, including
                (without duplication) any amounts allocated on the two preceding
                Monthly
                Payment Dates (Non-Distributed
                Amount)
                (to the extent not paid or allowed for under Condition 4(g)(5));

            


    

     

    
      	 	
              (5)

            	
              fifthly,
                pari passu and rateably in repayment of any Redraw Principal Outstanding
                under a Redraw Funding Facility or any Top-up Principal Outstanding
                under
                any Top-up Funding Facility for the applicable Quarterly Calculation
                Period, including (without duplication) any Non-Distributed
                Amount;

            


    

     

    
      	 	
              (6)

            	
              sixthly,
                pari passu and rateably in payment of amounts approved by the Manager
                under any Loan Redraw Facility or Top-up Loan for the applicable
                Quarterly
                Calculation Period, including (without duplication) any Non-Distributed
                Amount;

            


    

     

    
      	 	
              (7)

            	
              seventhly,
                pari passu and rateably:

            


    

     

    
      	 	
              (A)

            	
              in
                payment of principal to the Class A3 Noteholders for the applicable
                Monthly Calculation Period until the Outstanding Principal Balance
                of the
                Class A3 Notes is reduced to zero;
                and

            


    

     

    
      	 	
              (B)

            	
              in
                payment to the Currency Swap Provider under a Confirmation relating
                to the
                Class A Offered Notes for the applicable Quarterly Calculation Period
                including (without duplication) any Non-Distributed Amount until
                the
                Outstanding Principal Balance of the Class A Offered Notes is reduced
                to
                zero, 

            


    

     

    of
      an
      amount equal to the lesser of:

     

    
      	 	
              (C)

            	
              the
                amount available for distribution under this paragraph (7) after
                all
                payments which have priority under this paragraph (b);
                and

            


    

     

    
      	 	
              (D)

            	
              the
                A$ Equivalent of the Outstanding Principal Balance for all Class
                A
                Notes;

            


    

     

    
      	 	
              (8)

            	
              eighthly,
                toward payment of principal to the Class B Noteholders pari passu
                and
                rateably, until the Outstanding Principal Balance of the Class B
                Notes is
                reduced to zero of an amount equal to the lesser
                of:

            


    

     

    
      	 	
              (A)

            	
              the
                amount available for distribution under this paragraph (8) after
                all
                payments which have priority under this paragraph (b);
                and

            


    

     

    
      	 	
              (B)

            	
              the
                Outstanding Principal Balance for all Class B
                Notes,

            


    

     

    


    
      
        
          
          

        

        
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    including
      (without duplication) all Non-Distributed Amounts;

     

    
      	 	
              (9)

            	
              ninthly,
                pari passu and rateably as between any Carry Over Redraw Charge Offs,
                any
                Carry Over Top-up Charge Offs and the A$ Equivalent of any Carry
                Over
                Class A Charge Offs allocated to each Class A
                Note:

            


    

     

    
      	 	
              (A)

            	
              in
                payment to the Currency Swap Provider under a Confirmation of the
                A$
                Equivalent of any Carry Over Class A Charge Offs relating to the
                Class A
                Offered Notes including (without duplication) all Non-Distributed
                Amounts;
                

            


    

     

    
      	 	
              (B)

            	
              in
                repaying the Redraw Principal Outstanding of each Redraw Funding
                Facility
                to the extent of any Carry Over Redraw Charge Offs including (without
                duplication) all Non-Distributed Amounts;


            


    

     

    
      	
            	(C)	
              in
                repaying the Top-up Principal Outstanding of each Top-up Funding
                Facility
                to the extent of any Carry Over Top-up Charge Offs including (without
                duplication) all Non-Distributed Amounts;
                and

            


    

     

    
      	 	
              (D)

            	
              in
                payment to the Class A3 Noteholders of any Carry Over Class A Charge
                Offs relating to the Class A3
                Notes;

            


    

     

    
      	 	
              (10)

            	
              tenthly,
                in repaying the Invested Amount of the Class B Notes to the extent
                of any
                Carry Over Class B Charge Offs including (without duplication) all
                Non-Distributed Amounts;

            


    

     

    
      	 	
              (11)

            	
              eleventhly,
                in payment towards any break costs payable on cancellation of any
                Fixed-Floating Rate Swap to the extent that those amounts are not
                recovered under the relevant Loan secured by Mortgages comprised
                in Assets
                of the Securitisation Fund in the form of any applicable prepayment
                fees
                or a drawing has not been made under a Payment Funding Facility (to
                the
                extent not paid as described under Condition 4(g)(9));
                and

            


    

     

    
      	 	
              (12)

            	
              twelfthly,
                subject to paragraph (c) below, pari passu and rateably in payment
                to the
                Liquidity Noteholder of the principal amount outstanding in respect
                of the
                Liquidity Notes and in repayment of any principal in respect of any
                Payment Funding Facility for the applicable Quarterly Calculation
                Period
                including (without duplication) all Non-Distributed
                Amounts.

            


    

     

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

     

    
      	
              (c)

            	
              Rights
                of Liquidity Noteholder

            


    

     

    On
      any
      Quarterly Payment Date, the Issuer must not make any payments out of Principal
      Collections to the Liquidity Noteholder under Condition 5(b) above unless the
      Invested Amount of all the Notes is zero, or will be zero following any payments
      made on the relevant Quarterly Payment Date.

     

    
      	
              (d)

            	
              Payment
                of Charge Offs and Non-Distributed
                Amounts

            


    

     

    
      	 	
              (1)

            	
              The
                amount of any reinstatement under Conditions 4(g)(11), (12) and (13)
                together with any amounts reimbursed under Condition 4(g)(8) must
                be
                applied on the Quarterly Payment Date of the reimbursement in accordance
                with Condition 5(b) as if the amount reimbursed formed part of Principal
                Collections. 

            


    

     

    
      	 	
              (2)

            	
              Any
                Non-Distributed Amount relating to the two Monthly Payment Dates
                which
                precede a Quarterly Payment Date which has not previously been paid
                or
                allowed for under Condition 4(g), must be applied in accordance with
                Condition 5(b) as if the amount reimbursed formed part of Principal
                Collections.

            


    

     

    


    
      
        
          
          

        

        
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              (e)

            	
              General

            


    

     

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

     

    
      	
              (f)

            	
              Euro
                Account

            


    

     

    The
      Issuer must direct the Euro Currency Swap Provider to pay all amounts
      denominated in € payable to the Issuer by the Euro Currency Swap Provider under
      the Euro Currency Swap into the Euro Account or to the Principal Paying Agent
      on
      behalf of the Issuer.

     

    On
      each
      Quarterly Payment Date, the Issuer must, on the direction of the Manager, or
      must require that the Principal Paying Agent on its behalf, distribute from
      the
      Euro Account the relevant amounts of principal and interest due in respect
      of
      each Class A2 Note in accordance with the Note Trust Deed and in the order
      of priority in Conditions 4(g) and 5(b).

     

    
      	
              (g)

            	
              US$
                Account

            


    

     

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

     

    On
      each
      Quarterly Payment Date, the Issuer must, on the direction of the Manager, or
      must require that the Principal Paying Agent on its behalf, distribute from
      the
      US$ Account the relevant amounts of interest and principal due in respect of
      each Class A1 Note in accordance with the Note Trust Deed and in order of
      priority in Conditions 4(g) and 5(b).

     

    
      	
              (h)

            	
              Calculation
                of Principal Payments, Outstanding Principal Balance and Invested
                Amount

            


    

     

    The
      Manager must, not later than two Banking Days before each Quarterly Payment
      Date
      advise the Issuer, and in respect of the Class A Offered Notes only, the
      Currency Swap Providers in writing of:

     

    
      	 	
              (1)

            	
              all
                amounts payable or to be provided for under clause 6 of the Supplementary
                Bond Terms Notice (which includes the amounts payable to be provided
                under
                Conditions 4(g) and 5(b));

            


    

     

    
      	 	
              (2)

            	
              reasonable
                details of the calculation of all such amounts;
                and

            


    

     

    
      	 	
              (3)

            	
              the
                Outstanding Principal Balance and Invested Amount of each Class A
                Note and
                Class B Note following the making of all payments to be made on that
                Quarterly Payment Date in accordance with the Supplementary Bond
                Terms
                Notice.

            


    

     

    The
      Manager must also notify the Issuer of all details of payments which are to
      be
      made by or on behalf of the Issuer on or by each Quarterly Payment Date. The
      Manager must, not later than two Banking Days before each Quarterly Payment
      Date, also notify the Currency Swap Provider of all payments which are to be
      made by or on behalf of the Issuer under Conditions 4(g) and 5(b) in respect
      of
      the Class A Offered Notes.

     

    The
      Manager will notify the Issuer, the Note Trustee, the Principal Paying Agent
      and
      the Calculation Agent by not later than two Banking Days prior to the relevant
      Quarterly Payment Date of each such determination and will immediately cause
      details, of each of those determinations to be made available in accordance
      with
      Condition 12 one Banking Day before the relevant Quarterly Payment Date. If
      no
      repayment of principal is due to be made on the Class A Offered Notes on any
      Quarterly Payment Date a notice to this effect will be given to the Class A
      Offered Noteholders in accordance with Condition 12.

     

    


    
      
        
          
          

        

        
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    If
      the
      Manager does not at any time for any reason determine a repayment of principal
      or the Outstanding Principal Balance and the Invested Amount applicable to
      Class
      A Offered Notes in accordance with this paragraph, the repayment of principal
      and Outstanding Principal Balance and the Invested Amount may be determined
      by
      the Calculation Agent in accordance with this paragraph (but based on the
      information in its possession) and each such determination or calculation shall
      be deemed to have been made by the Manager.

     

    
      	
              (i)

            	
              Call

            


    

     

    The
      Issuer must, when so directed by the Manager (at the Manager's option), having
      given not more than 30 nor less than 15 days' notice to the Class A Noteholders
      and in case of Class A Offered Notes in accordance with Condition 12, purchase
      or redeem all, but not some only, of the Class A Notes by repaying the
      Outstanding Principal Balance of those Class A Notes together with accrued
      interest to (but excluding) the date of repurchase or redemption, on any
      Quarterly Payment Date falling on or after the earlier of:

     

    
      	 	
              (1)

            	
              the
                Monthly Payment Date on which the Outstanding Principal Balance of
                all
                Notes calculated and expressed in the A$ Equivalent is equal to or
                less
                than 10% of the total initial Outstanding Principal Balance of all
                Notes
                calculated and expressed in the A$ Equivalent;
                and

            


    

     

    
      	 	
              (2)

            	
              in
                the case of Class A Offered Notes, the Quarterly Payment Date falling
                on
                12 March 2013 and
                in the case of the Class A3 Notes, the Monthly Payment Date falling
                on 12 March 2013,

            


    

     

    provided
      that: 

     

    
      	 	
              (3)

            	
              if
                the aggregate Outstanding Principal Balance for all Class A Notes
                calculated and expressed in the A$ Equivalent on such date of redemption
                or repurchase has been reduced by Class A Charge Offs which have
                not been
                repaid under Conditions 4(g)(11)
                and 4(g)(12),
                the Noteholders owning at least 75% of the aggregate Invested Amount
                of
                the Class A Notes calculated and expressed in the A$ Equivalent must
                consent to such repurchase or redemption;
                and

            


    

     

    
      	 	
              (4)

            	
              the
                Issuer will be in a position on such Monthly Payment Date to discharge
                (and the Manager so certifies to the Issuer and the Note Trustee
                upon
                which certification the Issuer and the Note Trustee will rely
                conclusively) all its liabilities in respect of the Class A Notes
                (at
                their Outstanding Principal Balance) and any amounts which would
                be
                required under the Security Trust Deed to be paid in priority or
                pari
                passu with the Class A Notes if the security for the Notes were being
                enforced.

            


    

     

    
      	
              (j)

            	
              Redemption
                for Taxation or Other
                Reasons

            


    

     

    If
      the
      Manager satisfies the Issuer and the Note Trustee immediately prior to giving
      the notice referred to below either:

     

    
      	 	
              (1)

            	
              that
                on the next Quarterly Payment Date the Issuer would be required to
                deduct
                or withhold from any payment of principal or interest in respect
                of the
                Class A Notes, the Currency Swaps, the Payment Funding Facility,
                the
                Top-up Funding Facility or the Redraw Funding Facility any amount
                for or
                on account of any present or future taxes, duties, assessments or
                governmental charges of whatever nature imposed, levied, collected,
                withheld or assessed by the Commonwealth of Australia or any of its
                political sub-divisions or any of its authorities;
                or

            


    

     

    


    
      
        
          
          

        

        
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              (2)

            	
              the
                total amount payable in respect of interest in relation to any of
                the
                Loans secured by Mortgages comprised in the Assets of the Securitisation
                Fund for a Calculation Period ceases to be receivable (whether or
                not
                actually received) by the Issuer during such Calculation Period (but
                this
                paragraph (2) does not apply to a failure by the Trustee to receive
                any
                interest in relation to any of the Loans merely by reason of the
                failure
                by any borrowers to pay that interest in breach of the relevant Loans),
                

            


    

     

    the
      Issuer must, when so directed by the Manager, at the Manager's option (provided
      that the Issuer will be in a position on such Quarterly Payment Date to
      discharge (and the Manager will so certify to the Issuer and the Note Trustee)
      all its liabilities in respect of the Class A Notes (at their Invested Amount)
      and any amounts which would be required under the Security Trust Deed to be
      paid
      in priority or pari passu with the Class A Notes if the security for the Class
      A
      Notes were being enforced), having given not more than 60 nor less than 45
      days'
      notice to the Class A Noteholders in accordance with Condition 12, redeem all,
      but not some only, of the Class A Notes at their then Invested Amount together
      with accrued interest to (but excluding) the date of redemption on any
      subsequent Quarterly Payment Date, provided that the Class A Noteholders may
      by
      Extraordinary Resolution elect, and shall notify the Issuer and the Manager
      not
      less than 21 days before the next Quarterly Payment Date following the receipt
      of notice of such proposed redemption that they do not require the Issuer to
      redeem the Class A Notes.

     

    
      	
              (k)

            	
              Redemption
                on Final Maturity

            


    

     

    If
      not
      otherwise redeemed, the Class A Notes must be repaid in full on 12 June
      2040.

     

    
      	
              (l)

            	
              Cancellation

            


    

     

    All
      Class
      A Notes redeemed in full pursuant to the above provisions will be
      cancelled.

     

    
      	
              (m)

            	
              Certification

            


    

     

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

     

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

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

            


    

     

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

     

    


    
      
        
          
          

        

        
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              6

            	
              Payments

            


    

     

    
      	
              (a)

            	
              Method
                of payment

            


    

     

    Any
      instalment of interest or principal, payable on any Class A1 Note which is
      punctually paid or duly provided for by the Issuer to the Principal Paying
      Agent
      on the applicable Quarterly Payment Date or Final Maturity Date shall be paid
      to
      the person in whose name such Class A1 Note is registered on the Record
      Date, by cheque mailed first-class, postage prepaid, to such person's address
      as
      it appears on the Note Register on such Record Date, except that, unless
      Class A1 Definitive Notes have been issued pursuant to clause 3.3 of the
      Note Trust Deed, with respect to Class A1 Notes registered on the Record
      Date in the name of the nominee of the Clearing Agency (initially in respect
      of
      the Class A1 Notes such Clearing Agency to be DTC and such nominee to be
      Cede & Co.), payment will be made by wire transfer in immediately available
      funds to the account designated by such nominee and except for the final
      instalment of principal payable with respect to such Class A1 Note on a
      Quarterly Payment Date or Final Maturity Date.

     

    
      	
              (b)

            	
              Initial
                Principal Paying Agent

            


    

     

    The
      initial Principal Paying Agent for the Class A1 Note is The Bank of New
      York at its offices in New York City.

     

    
      	
              (c)

            	
              Paying
                Agents

            


    

     

    The
      Issuer may (at the direction of the Manager) at any time (with the prior written
      approval of the Note Trustee) terminate the appointment of any Paying Agent
      and
      appoint additional or other Paying Agents, provided that (among other things)
      the new Paying Agent has been approved in writing by the Note Trustee and
      appointed on terms previously approved in writing by the Note Trustee, notice
      has been provided to the Class A Offered Noteholder, and it will at all times
      maintain a Paying Agent having a specified office in New York City (in respect
      of the Class A1 Notes) and the United Kingdom (in respect of the
      Class A2 Notes) and the Republic of Ireland (for so long as the
      Class A2 Notes are listed and traded on the Irish Stock Exchange). Notice
      of any such termination or appointment and of any change in the office through
      which any Paying Agent will act will be given in accordance with Condition
      12.

     

    
      	
              (d)

            	
              Payment
                on Banking Days

            


    

     

    If
      the
      due date for payment of any amount of principal or interest in respect of any
      Class A1 Note is not a Banking Day then payment will not be made until the
      next succeeding Banking Day and the holder of that Class A1 Note shall not
      be entitled to any further interest or other payment in respect of that delay.
      In this Condition 6 the expression "Banking Day" means any day (other than
      a
      Saturday, Sunday or a public holiday) on which banks are open for business
      in
      the place where the specified office of the Paying Agent at which the
      Class A1 Note is presented for payment is situated and, in the case of
      payment by transfer to a US dollar account, in New York City prior to the
      exchange of a Class A1 Book-Entry Note for any Class A1 Definitive
      Notes, means any day on which DTC is open for business.

     

    
      	
              (e)

            	
              Interest

            


    

     

    If
      interest is not paid in respect of a Class A1 Note on the date when due and
      payable (other than because the due date is not a Banking Day), that unpaid
      interest shall itself bear interest at the Interest Rate applicable from time
      to
      time to the Class A1 Notes until the unpaid interest, and interest on it,
      is available for payment and notice of that availability has been duly given
      in
      accordance with Condition 12.

     

    


    
      
        
          
          

        

        
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              7

            	
              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
      applicable law to make any such payment in respect of the Class A Notes subject
      to any withholding or deduction for, or on account of, any present or future
      taxes, duties or charges of whatever nature. In that event the Issuer or that
      Paying Agent (as the case may be) shall make such payment after such withholding
      or deduction has been made and shall account to the relevant authorities for
      the
      amount so required to be withheld or deducted. Neither the Issuer nor any Paying
      Agent nor the Note Trustee will be obliged to make any additional payments
      to
      Class A Noteholders in respect of that withholding or deduction.

     

    
       

      
        	 


      

       

    

    
      	
              8

            	
              Prescription

            


    

     

    A
      Class A
      Note shall become void in its entirety unless surrendered for payment within
      ten
      years of the Relevant Date (as such term is defined below) in respect of any
      payment on it the effect of which would be to reduce the Outstanding Principal
      Balance of that Class A Note to zero. After the date on which a Class A Note
      becomes void in its entirety, no claim may be made in respect of
      it.

     

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

     

    
       

      
        	 


      

       

    

    
      	
              9

            	
              Events
                of
                Default

            


    

     

    Subject
      to the Supplementary Bond Terms Notice each of the following events is an Event
      of Default whether or not caused by any reason whatsoever outside the control
      of
      an Interested Person (as defined in the Security Trust Deed) or any other
      person:

     

    
      	
              (a)

            	
              the
                Issuer does not within 10 Banking Days of the due date, and in the
                specified manner, pay in full any Secured Moneys (except in respect
                of any
                moneys payable under any Payment Funding Facility, Top-up Funding
                Facility
                and Redraw Funding Facility which fall due for payment prior to the
                Repayment Date or payment of interest on Class B Notes unless all
                Class A
                Notes have been repaid);

            


    

     

    
      	
              (b)

            	
              the
                Issuer defaults in fully performing observing and fulfilling any
                material
                obligation in relation to the Securitisation Fund under the Security
                Trust
                Deed or any Secured Document (other than a provision requiring the
                payment
                of money as contemplated by paragraph (a) of this clause or, prior
                to the
                Repayment Date, in respect of any such default under a Payment Funding
                Facility, Top-up Funding Facility and Redraw Funding Facility) and
                such
                default has not been remedied within 10 Banking Days of the Issuer
                receiving notice from the Security Trustee specifying the breach
                and
                requiring the same to be rectified;

            


    

     

    


    
      
        
          
          

        

        
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              (c)

            	
              any
                representation, warranty or statement in relation to the Securitisation
                Fund made, repeated or deemed to be made or repeated in the Security
                Trust
                Deed or in any Secured Document by the Issuer is proved to be untrue
                in
                any material respect when made, repeated or deemed to be made or
                repeated
                (as the case may be) (except, prior to the Repayment Date, in respect
                of
                any representation, warranty or statement made, repeated or deemed
                to be
                made or repeated under the Payment Funding Facility, Top-up Funding
                Facility and Redraw Funding
                Facility);

            


    

     

    
      	
              (d)

            	
              the
                Issuer breaches any material undertaking given at any time to the
                Security
                Trustee in relation to the Securitisation Fund or fails to comply
                with any
                material condition imposed by the Security Trustee in relation to
                the
                Securitisation Fund in agreeing to any matter (including any waiver)
                (except, prior to the Repayment Date, in respect of any breach of
                any
                material undertaking or failure to comply with any material condition
                under the Payment Funding Facility, Top-up Funding Facility and Redraw
                Funding Facility);

            


    

     

    
      	
              (e)

            	
              any
                Insolvency Event occurs in relation to the Issuer other than for
                the
                reconstruction of the Issuer or the Securitisation Fund with the
                prior
                written approval of the Manager and the Security Trustee and provided
                that
                each Designated Rating Agency has confirmed in writing that such
                reconstruction will not have an adverse effect on the rating of the
                Notes;

            


    

     

    
      	
              (f)

            	
              any
                Encumbrance over any Charged Property becomes enforceable or any
                Encumbrance that is a floating security over any Charged Property
                crystallises or otherwise becomes a fixed or specific
                security;

            


    

     

    
      	
              (g)

            	
              any
                investigation into the affairs, or into particular affairs, of the
                Issuer
                in relation to the Securitisation Fund is directed or commenced under
                any
                Statute;

            


    

     

    
      	
              (h)

            	
              any
                Secured Document is, becomes or is claimed by the Issuer or the Manager
                to
                be void, voidable or unenforceable in whole or in any material
                part;

            


    

     

    
      	
              (i)

            	
              the
                Issuer disaffirms, disclaims, repudiates or rejects any Secured Document
                in whole or in any material part;

            


    

     

    
      	
              (j)

            	
              there
                occurs without the prior written approval of the Security Trustee,
                any
                vesting or distribution of any assets of the Securitisation Fund
                other
                than in accordance with the relevant Supplementary Bond Terms
                Notices;

            


    

     

    
      	
              (k)

            	
              any
                material breach of trust in relation to the Securitisation Fund by
                the
                Issuer or the Issuer for any reason loses or ceases to be entitled
                to a
                material extent to its right of indemnity against the assets of the
                Securitisation Fund;

            


    

     

    
      	
              (l)

            	
              as
                a result of the act or omission of the Issuer the assets of the
                Securitisation Fund are materially diminished or made materially
                less
                accessible to the Security Trustee;

            


    

     

    
      	
              (m)

            	
              without
                the prior consent of the Security Trustee, the Securitisation Fund
                is
                wound-up, or the Issuer is required to wind up the Securitisation
                Fund
                under the Master Trust Deed or the applicable law, or the winding
                up of
                the Securitisation Fund commences; and


            


    

     

    
      	
              (n)

            	
              the
                Charge ceases to rank as contemplated by clause 4.2 of the Security
                Trust
                Deed.

            


    

     

    Capitalised
      terms in this Condition 9 have the same meaning given in the Security Trust
      Deed
      unless defined in this document.

     

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

     

    


    
      
        
          
          

        

        
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              10

            	
              Enforcement

            


    

     

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

     

    "Voting
      Secured Creditor"
      means:

     

    
      	
              (a)

            	
              with
                respect only to the enforcement of the security under the Security
                Trust
                Deed, for so long as the Secured Moneys of the Class A Noteholders
                and the
                Class B Noteholders each calculated and expressed in the A$ Equivalent
                are
                75% or more of total Secured Moneys calculated and expressed in the
                A$
                Equivalent, the Noteholder Secured Creditors alone;
                and

            


    

     

    
      	
              (b)

            	
              at
                any other time (subject to clause 16.3 of the Security Trust
                Deed):

            


    

     

    
      	 	
              (1)

            	
              the
                Note Trustee, acting on behalf of the Class A Offered Noteholders
                under
                the Note Trust Deed and clause 3 of the Security Trust Deed or, if
                the
                Note Trustee has become bound to take steps and/or to proceed under
                the
                Security Trust Deed and fails to do so within a reasonable time and
                such
                failure is continuing, the Class A Offered Noteholders and then only
                to
                the extent permitted by the Australian Law;
                and

            


    

     

    
      	 	
              (2)

            	
              each
                other Secured Creditor (other than a Class A Offered
                Noteholder).

            


    

     

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

     

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

     

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

     

    


    
      
        
          
          

        

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

     

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

            


    

     

    
      	
              (b)

            	
              the
                Note Trustee is of the opinion, reached after considering at any
                time and
                from time to time the advice of a merchant bank or other financial
                adviser
      selected by the Note Trustee, 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);

            


    

     

    
      	
              (c)

            	
              the
                Note Trustee is directed by the Holders of at least 75% of the aggregate
                Invested Amount of Class A Offered Notes calculated and expressed
                in the
                A$ Equivalent.

            


    

     

    Neither
      the Note Trustee nor the Security Trustee will be liable for any decline in
      the
      value, nor any loss realised upon any sale or other dispositions made under
      the
      Security Trust Deed, of any 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
      Secured Moneys or the Class A Offered Notes or relating in any way to the
      Charged Property. Without limitation, neither the Note Trustee nor the Security
      Trustee shall be liable for any such decline or loss directly or indirectly
      arising from its acting, or failing to act, as a consequence of an opinion
      reached by it.

     

    The
      Note
      Trustee shall not be bound to vote under the Security Trust Deed, or otherwise
      direct the Security Trustee under the Security Trust Deed or to take any
      proceedings, actions or steps under, or any other proceedings pursuant to or
      in
      connection with the Security Trust Deed, the Note Trust Deed, any Class A
      Offered Notes, unless directed or requested to do so in writing by Noteholders
      holding at least 75% of the aggregate Invested Amount of Class A Offered Notes
      calculated and expressed in the A$ Equivalent at the time; and then only if
      the
      Note Trustee is indemnified to its satisfaction against all action, proceedings,
      claims and demands to which it may render itself liable and all costs, charges,
      damages and expenses which it may incur by so doing.

     

    Only
      the
      Security Trustee may enforce the provisions of the Security Trust Deed and
      neither the Note Trustee nor any Class A Offered Noteholder is entitled to
      proceed directly against the Issuer to enforce the performance of any of the
      provisions of the Security Trust Deed and the Class A Offered Notes (including
      these Class A Offered Note Conditions) unless otherwise as set out in a
      Transaction Document.

     

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

     

    


    
      
        
          
          

        

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

     

    
       

      
        	 


      

       

    

    
      	
              11

            	
              Replacement
                of Class A Offered
                Notes

            


    

     

    If
      any
      Class A Offered Note is lost, stolen, mutilated, defaced or destroyed, it may
      be
      replaced at the specified office of the Principal Paying Agent upon payment
      by
      the claimant of the expenses incurred in connection with that replacement and
      on
      such terms as to evidence and indemnity as the Manager may reasonably require.
      Mutilated or defaced Class A Offered Notes must be surrendered before
      replacements will be issued.

     

     

    
      	 


    

     

    
      	
              12

            	
              Notices


            


    

     

    All
      notices, other than notices given in accordance with the following paragraphs,
      to Class A Offered Noteholders shall be deemed to be given if in writing and
      mailed, first-class, postage prepaid to each Class A Offered Noteholder, at
      his
      or her address as it appears on the Note Register, not later than the latest
      date, and not earlier than the earliest date, prescribed for the giving of
      such
      notice. In any case where notice to Class A Offered 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 Offered Noteholder shall affect the sufficiency
      of such notice with respect to other Class A Offered Noteholders, and any notice
      that is mailed in the manner herein provided shall conclusively be presumed
      to
      have been duly given.

     

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

     

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

     

    The
      Manager shall deliver a quarterly servicing report for each Calculation Period
      to each Class A Offered Noteholder on the notice date relating to such
      Calculation Period in the method provided in the first paragraph of this
      Condition 12.

     

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

     

    


    
      
        
          
          

        

        
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              13

            	
              Meetings
                of Voting Secured Creditors and Meetings of
                Class A Offered Noteholders; Modifications; Consents;
                Waiver

            


    

     

    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 to direct the Security Trustee to enforce the Security Trust
      Deed.

     

    The
      Note
      Trust Deed contains provisions for convening meetings of Class A Offered
      Noteholders to consider any matter affecting their interests, including the
      directing of the Note Trustee to direct the Security Trustee to enforce the
      security under the Security Trust Deed, or the sanctioning by the Extraordinary
      Resolution of the Class A Offered Noteholders of a modification of the Class
      A
      Offered Notes (including these Class A Offered Note Conditions) or the
      provisions of any of the Transaction Documents, provided that no modification
      of
      certain terms including, among other things, the date of maturity of the Class
      A
      Offered Notes, or a modification which would have the effect of altering the
      amount of interest payable in respect of a Class A Offered Note or modification
      of the method of calculation of the interest payable or of the date for payment
      of interest in respect of any Class A Offered Notes, reducing or cancelling
      the
      amount of principal payable in respect of any Class A Offered Notes or altering
      the majority required to pass an Extraordinary Resolution or altering the
      currency of payment of any Class A Offered Notes or an alteration of the date
      or
      priority of payment of interest on, or redemption of, the Class A Offered Notes
      in the event of a call under Condition 5(i) or 5(j) (any such modification
      being
      referred to below as a "Basic
      Terms Modification")
      shall
      be effective except that, if the Note Trustee is of the opinion that such a
      Basic Terms Modification is being proposed by the Issuer as a result of, or
      in
      order to avoid, an Event of Default, such Basic Terms Modification may be
      sanctioned by Extraordinary Resolution of the Class A Offered Noteholders as
      described below. An Extraordinary Resolution passed by the Class A Offered
      Noteholders shall be binding on all Class A Offered Noteholders. The vote
      required for an Extraordinary Resolution shall be a majority consisting of
      not
      less than 75% of the votes capable of being cast by Voting Secured Creditors
      present in person or by proxy at a duly convened meeting or a written resolution
      signed by all of the Voting Secured Creditors.

     

    The
      Note
      Trust Deed permits the Note Trustee, the Manager and the Issuer to, following
      the giving of not less than 10 Banking Days' notice to each Designated Rating
      Agency, alter, add to or modify, by way of supplementary deed, the Note Trust
      Deed (including the meeting and amendment provisions), the Conditions (subject
      to the proviso more fully described in clause 35.2 of the Note Trust Deed or
      any
      other terms of that deed or the Conditions to which it refers) or any
      Transaction Document so long as that alteration, addition or modification
      is:

     

    
      	
              •

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

            


    

     

    
      	
              •

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

            


    

     

    
      	
              •

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

            


    

     

    


    
      
        
          
          

        

        
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              •

            	
              in
                the reasonable opinion of the Note Trustee neither prejudicial nor
                likely
                to be prejudicial to the interests of the Class A Offered Noteholders
                as a
                whole, and is undertaken in a manner and to the extent, permitted
                by the
                Transaction Documents.

            


    

     

    Where,
      in
      the opinion of the Note Trustee, a proposed alteration, addition or modification
      to the Note Trust Deed, other than an alteration, addition or modification
      referred to above, is prejudicial or likely to be prejudicial to the interests
      of Class A Offered Noteholders as a whole or any Class of Class A Offered
      Noteholders, the Note Trustee, the Manager and the Issuer may make that
      alteration, addition or modification only if sanctioned in writing by holders
      of
      at least 75% of the aggregate Invested Amount of the Class A Offered Notes
      calculated and expressed in the A$ Equivalent.

     

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

     

    Every
      amendment to the Note Trust Deed must conform to the requirements of the TIA
      as
      then in effect so long as the Note Trust Deed shall be qualified under the
      TIA.

     

    The
      Manager shall distribute to all Class A Offered Noteholders and the Designated
      Rating Agencies a copy of any amendments made under clause 35.1 or 35.2 of
      the
      Note Trust Deed in accordance with Condition 12 as soon as reasonably
      practicable after the amendment has been made.

     

    
      
        	 


      

       

    

    
      	
              14

            	
              Indemnification
                and Exoneration of the Note Trustee and the Security
                Trustee

            


    

     

    
      	
              (a)

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

            


    

     

    


    
      
        
          
          

        

        
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              (b)

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

            


    

     

    
       

      
        	 


      

       

    

    
      	
              15

            	
              Limitation
                of Liability of the
                Issuer

            


    

     

    
      	
              (a)

            	
              General

            


    

     

    Clause
      26
      of the Master Trust Deed applies to the obligations and liabilities of the
      Issuer in relation to the Class A Notes.

     

    
      	
              (b)

            	
              Liability
                of issuer limited to its right of indemnity 

            


    

     

    
      	 	
              (1)

            	
              The
                Issuer enters into the Transaction Documents and issues the Notes
                only in
                its capacity as trustee of the Securitisation Fund and in no other
                capacity (except where the Transaction Documents provide otherwise).
                Subject to paragraph (3) below, a liability arising under or in connection
                with the Transaction Documents, the Notes or the Securitisation Fund
                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
                Securitisation Fund and which are available to satisfy the right
                of the
                Issuer to be exonerated or indemnified for the liability. This limitation
                of the Issuer's liability applies despite any other provision of
                the
                Transaction Documents and extends to all liabilities and obligations
                of
                the Issuer in any way connected with any representation, warranty,
                conduct, omission, agreement or transaction related to the Transaction
                Documents, the Notes or the Securitisation
                Fund.

            


    

     

    
      	 	
              (2)

            	
              Subject
                to paragraph (3) below, no person (including any Relevant Party)
                may take
                action against the Issuer in any capacity other than as trustee of
                the
                Securitisation Fund or seek the appointment of a receiver (except
                under
                the Security Trust Deed), or a liquidator, an administrator or any
                similar
                person to the Issuer or prove in any liquidation, administration
                or
                arrangements of or affecting the Issuer except in relation to the
                Assets
                of the Securitisation Fund.

            


    

     

    
      	 	
              (3)

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

            


    

     

    
      	 	
              (4)

            	
              It
                is acknowledged that the Relevant Parties are responsible under the
                Transaction Documents for performing a variety of obligations relating
                to
                the Securitisation Fund. No act or omission of the Issuer (including
                any
                related failure to satisfy its obligations under the Transaction
                Documents
                or the Notes) will be considered fraud, negligence or wilful default
                of
                the Issuer for the purpose of paragraph (b)(3) of this Condition
                15 to the
                extent to which the act or omission was caused or contributed to
                by any
                failure by any Relevant Party or any person who has been delegated
                or
                appointed by the Issuer in accordance with the Transaction Documents
                to
                fulfil its obligations relating to the Securitisation Fund or by
                any other
                act or omission of a Relevant Party or any such
                person.

            


    

     

    


    
      
        
          
          

        

        
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              (5)

            	
              No
                attorney, agent, delegate, receiver or receiver and manager appointed
                in
                accordance with this deed or any other Transaction Documents 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 (b)(3).

            


    

     

    
      	 	
              (6)

            	
              The
                Issuer is not obliged to do or refrain from doing anything under
                the
                Transaction Documents (including incur any liability) unless the
                Issuer's
                liability is limited in the same manner as set out in paragraphs
                (1) to
                (5).

            


    

     

    
      	 	
              (7)

            	
              In
                this Condition 15 "Relevant
                Parties"
                means each party to a Transaction Document other than the
                Issuer.

            


    

     

    
      	 	
              (8)

            	
              The
                expression "wilful
                default"
                as used in this Condition 15 is defined in clause 26.6 of the
                Security Trust Deed.

            


    

     

    
       

      
        	 


      

       

    

    
      	
              16

            	
              Governing
                Law

            


    

     

    The
      Class
      A1 Notes and the Relevant Documents are governed by, and shall be construed
      in
      accordance with, the laws of New South Wales, Australia. The administration
      of
      the Note Trust created under the Note Trust Deed, including the exercise of
      the
      Note Trustee’s powers under clause 13 of the Note Trust Deed, is governed by the
      law of New York. In the event of any inconsistency between the operation of
      the
      law of New South Wales, Australia and the law of New York in respect of the
      application of those powers, the law of New York will prevail to the extent
      of
      the inconsistency. 

     

    
       

      
        	 


      

       

    

    
      	
              17

            	
              Summary
                of Provisions Relating to the Class A1
                Notes While in Book-Entry Form

            


    

     

    Each
      Class A1 Note will initially be represented by typewritten book-entry notes
      (the “Class A1 Book-Entry
      Notes”),
      without coupons, in the principal amount of US$1,200,000,000. The Class A1
      Book-Entry Notes will be deposited with the Common Depository for DTC on or
      about the Closing Date. Upon deposit of the Class A1 Book-Entry Notes with
      the Common Depository, DTC will credit each investor in the Class A1 Notes
      with a principal amount of Class A1 Notes for which it has subscribed and
      paid.

     

    The
      Class A1 Book-Entry Notes will be exchangeable for Class A1 Definitive
      Notes in certain circumstances described below.

     

    Each
      person who is shown in the Note Register as the holder of a particular principal
      amount of Class A1 Notes will be entitled to be treated by the Issuer and
      the Note Trustee as a holder of such principal amount of Class A1 Notes and
      the expression "Class A1
      Noteholder"
      shall
      be construed accordingly, but without prejudice to the entitlement of the holder
      of the Class A1 Book-Entry Note to be paid principal and interest thereon
      in accordance with its terms. Such persons shall have no claim directly against
      the Issuer in respect of payment due on the Class A1 Notes for so long as
      the Class A1 Notes are represented by a Class A1 Book-Entry Note and
      the relevant obligations of the Issuer will be discharged by payment to the
      registered holder of the Class A1 Book-Entry Note in respect of each amount
      so paid.

     

    
      	
              (a)

            	
              Payments

            


    

     

    Interest
      and principal on each Class A1 Book-Entry Note will be payable by the
      Principal Paying Agent to the Common Depository provided that no payment of
      interest may be made by the Issuer or any Paying Agent in the Commonwealth
      of
      Australia or its possessions or into a bank account or to an address in the
      Commonwealth of Australia or its possessions.

     

    


    
      
        
          
          

        

        
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    Each
      of
      the persons appearing from time to time as the beneficial owner of a
      Class A1 Note will be entitled to receive any payment so made in respect of
      that Class A1 Note in accordance with the respective rules and procedures
      of DTC (in respect of the Class A1 Notes). Such persons will have no claim
      directly against the Issuer in respect of payments due on the Class A1
      Notes which must be made by the holder of the relevant Class A1 Book-Entry
      Note, for so long as such Class A1 Book-Entry Note is
      outstanding.

     

    A
      record
      of each payment made on a Class A1 Book-Entry Note, distinguishing between
      any payment of principal and any payment of interest, will be recorded in the
      Note Register by the Note Registrar and such record shall be prima facie
      evidence that the payment in question has been made. 

     

    
      	(b)	
              Exchange

            


    

     

    The
      Class A1 Book-Entry Notes will be exchangeable for Class A1 Definitive
      Notes only if:

     

    
      	 	
              (1)

            	
              the
                Principal Paying Agent advises the Manager in writing that the Clearing
                Agency is no longer willing or able to discharge properly its
                responsibilities as depository of the Class A1 Notes and the Manager
                is not able to locate a qualified
                successor;

            


    

     

    
      	 	
              (2)

            	
              the
                Issuer, at the direction of the Manager (at the Manager's option),
                advises
                the Principal Paying Agent in writing that it elects to terminate
                the book
                entry system through the Clearing Agency in respect of the Class A1
                Notes; or

            


    

     

    
      	 	
              (3)

            	
              after
                the occurrence of an Event of Default, the Note Trustee at the written
                direction of the Class A1 Noteholders holding a majority of the
                aggregate Outstanding Principal Balance of the Class A1 Notes,
                advises both the Principal Paying Agent and Issuer that the continuation
                of a book entry system is no longer in the best interest of the
                Class A1 Noteowners,

            


    

     

    then
      the
      Principal Paying Agent must within 30 days of such event instruct the Clearing
      Agency to notify all Class A1 Noteowners of the occurrence of any such
      event and of the availability of Class A1 Definitive Notes. Upon the
      surrender of the Class A1 Book-Entry Notes to the Issuer by the Clearing
      Agency, and the delivery by the Clearing Agency of the relevant registration
      instructions to the Issuer, the Issuer shall execute and procure the Principal
      Paying Agent to authenticate the Class A1 Definitive Notes in accordance
      with the instructions of the Clearing Agency.

     

    Class A1
      Noteowner has the meaning given to it in the Note Trust Deed.

     

    
      	
              (c)

            	
              Notices

            


    

     

    So
      long
      as the Class A1 Notes are represented by the Class A1 Book-Entry Note
      and the same is/are held on behalf of the Clearing Agency, notices to
      Class A1 Noteholders may be given by delivery of the relevant notice to the
      Clearing Agency for communication by the Clearing Agency to entitled account
      holders in substitution for delivery to each Class A1 Noteholder as
      required by the Conditions.

     

    
      	
              (d)

            	
              Cancellation

            


    

     

    The
      Note
      Registrar shall ensure that all Class A1 Notes:

     

    


    
      
        
          
          

        

        
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              (1)

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

            


    

     

    
      	 	
              (2)

            	
              in
                the case of any Class A1 Definitive Note, which, being mutilated or
                defaced, have been surrendered and replaced under Condition 11,
                

            


    

     

    shall
      be
      cancelled by or on behalf of the Issuer and will execute a certificate and
      deliver same to the Note Trustee stating:

     

    
      	 	
              (3)

            	
              the
                aggregate Outstanding Principal Balance of Class A1 Notes which have
                been redeemed; and

            


    

     

    
      	 	
              (4)

            	
              the
                serial numbers of such Class A1 Notes in definitive form (where
                applicable). 

            


    

     

    


    
      
        
          
          

        

        
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    PART
      B – Terms and Conditions of the Class A2 Notes

     

    The
      issue
      of US$1,200,000,000, Class A1 Note Mortgage Backed Pass Through Floating
      Rate Notes due 12 June 2040 (the "Class A1
      Notes"),
      €500,000,000 Class A2 Note Mortgage Backed Pass Through Floating Rate Notes
      due 12 June 2040 (the “Class A2
      Notes”),
      and
      together with the Class A1 Notes, the (“Class
      A Offered Notes”),
      A$853,000,000 Class A3 Note Mortgage Backed Pass Through Floating Rate
      Notes due 12 June 2040 (the “Class A3
      Notes”
and
      together with the Class A Offered Notes, the “Class
      A Notes”)
      and
      A$64,000,000 Class B Mortgage Backed Pass Through Floating Rate Notes due 12
      June 2040 (the "Class
      B Notes"
      and
      together with the Class A Notes, the "Notes")
      by
      Perpetual Limited, in its capacity as trustee of the SMHL Global Fund 2007-1
      (the "Securitisation
      Fund")
      (in
      such capacity, the "Issuer").
      These
      Notes are (a) issued subject to a Master Trust Deed (the "Master
      Trust Deed")
      dated
      4 July 1994 between the Issuer and ME Portfolio Management Limited (formerly
      called Superannuation Members' Home Loans Limited) (in such capacity, the
      "Manager")
      (as
      amended and restated), a Supplementary Bond Terms Notice (the "Supplementary
      Bond Terms Notice")
      dated
      on or about 29 May, 2007 executed by (among others) the Issuer, Perpetual
      Trustee Company Limited (ABN 42 000 001 007) (as the security trustee for the
      time being referred to as the "Security
      Trustee"),
      The
      Bank of New York (the note trustee for the time being referred to as the
      "Note
      Trustee")
      and
      the Manager, and in respect of the Class A Offered Notes these terms and
      conditions (the "Conditions");
      (b)
      in respect of the Class A Offered Notes only, constituted by a note trust deed
      dated on or about 29 May, 2007 (the "Note
      Trust Deed")
      between the Issuer, the Manager, the Security Trustee, The Bank of New York
      as
      trustee for the holders for the time being of the Class A Offered Notes (the
      "Class
      A Offered Noteholders"
      and
      together with the holders for the time being of the Class A3 Notes (the
“Class A3
      Noteholders”),
      the
“Class
      A Noteholders” and
      together with the holders for the time being of the Class B Notes (the
      "Class
      B Noteholders"),
      the
      "Noteholders"),
      The
      Bank of New York as Principal Paying Agent (the "Principal
      Paying Agent",
      which
      expression includes its successors as Principal Paying Agent under the Note
      Trust Deed), BNY Fund Services (Ireland) Limited as Irish Paying Agent (the
      “Irish
      Paying Agent”,
      which
      expression includes its successors as Irish Paying Agent under the Note Trust
      Deed), BNY Fund Services (Ireland) Limited as Class A3 Irish Paying Agent
      (the “Class A3
      Irish Paying Agent”,
      which
      expression includes its successors as Class A3 Irish Paying Agent under the
      Note Trust Deed), The
      Bank
      of New York, as calculation agent (the "Calculation
      Agent",
      which
      expression includes its successors as Calculation Agent under the Note Trust
      Deed) and The Bank of New York as note registrar (the "Note
      Registrar");
      and
      (c) secured by a Security Trust Deed (the "Security
      Trust Deed")
      dated
      2 May, 2007 between the Issuer, the Manager, the Note Trustee and the Security
      Trustee (as amended).

     

    The
      statements set out below include summaries of, and are subject to the detailed
      provisions of, the Master Trust Deed, the Supplementary Bond Terms Notice,
      the
      Security Trust Deed and the Note Trust Deed. Certain words and expressions
      used
      herein have the meanings defined in those documents. In accordance with the
      Note
      Trust Deed, under which further paying agents may be appointed (together with
      the Principal Paying Agent and the Irish Paying Agent, the "Paying
      Agents",
      which
      expression includes the successors of each paying agent under the Note Trust
      Deed and any additional paying agents appointed), payments in respect of the
      Class A Offered Notes will be made by the Paying Agents and the Calculation
      Agent will make the determinations specified in the Note Trust Deed. The Class
      A
      Offered Noteholders will be entitled (directly or indirectly) to the benefit
      of,
      will be bound by, and will be deemed to have notice of, all the provisions
      of
      the Master Trust Deed, the Supplementary Bond Terms Notice, the Security Trust
      Deed, the Note Trust Deed, the Mortgage Origination and Management Agreement
      dated 4 July 1994 and novated by the Deed of Novation dated 28 September 1995
      (as amended) (the "Mortgage
      Origination and Management Agreement")
      between Members' Equity Pty Limited (formerly known as NMFM Lending Pty
      Limited) as mortgage manager (together with any substitute or successor, the
      "Mortgage
      Manager"),
      the
      Manager and the Issuer, (together with the agreements with respect to the Fixed
      Floating Rate Swap, and the Currency Swaps (as each such term is defined below),
      (those documents the "Relevant
      Documents")
      and
      certain other transaction documents defined as such in the Master Trust Deed,
      collectively the "Transaction
      Documents").
      Copies of the Transaction Documents are available for inspection at the office
      of the Principal Paying Agent, being at the date hereof The Bank of New York
      at
      its offices at 48th Floor, 1 Canada Square, London, E14 5AL, United Kingdom,
      and
      at the registered office of the Irish Paying Agent, being at the date hereof
      BNY
      Fund Services (Ireland) Limited at Guild House, Guild Street, Dublin 1, Republic
      of Ireland.

     

    


    
      
        
          
          

        

        
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    The
      Issuer has entered into a ISDA Master Agreement dated 28 May, 2007 with
      Commonwealth Bank of Ausralia (the
      "Fixed-Floating Rate Swap Provider")
      together with a confirmation relating thereto as at the Closing Date (the
      "Fixed-Floating
      Rate Swap").
      The
      Issuer has also entered into a ISDA Master Agreement dated 29 May, 2007 with
      Australia and New Zealand Banking Group Limited (the
      "US
      Currency Swap Provider"
      and the
“Euro Currency
      Swap Provider”
or
      the
“Currency
      Swap Provider”),
      (together the Fixed-Floating Rate Swap Provider, and the Currency Swap Provider,
      the "Swap
      Provider")
      together with the confirmations relating thereto which have an effective date
      of
      the Closing Date in respect of the Class A Offered Notes (the "US
      Currency Swap"
      and the
“Euro
      Currency Swap”,
      respectively and together the “Currency
      Swaps”).

     

    Perpetual
      Limited as trustee of the Securitisation Fund, at the direction of the Manager,
      may in the future enter into Fixed-Floating Rate Swaps with new fixed-floating
      rate swap providers provided that each new fixed-floating rate swap provider
      has
      at least the minimum credit rating specified by each rating agency, if any,
      in
      order to provide such fixed-floating rate swaps to the Securitisation
      Fund.

     

    Class A2
      Book-Entry Notes will also bear the following legend: "This book-entry note
      is a
      global note for the purposes of section 128F(10) of the Income Tax Assessment
      Act 1936 of the Commonwealth of Australia".

     

    The
      Class A2 Notes will also bear the following legend:

     

    “THIS
      CLASS A2 NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE
      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S.
      LAW,
      PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
      COMMENCEMENT OF THE OFFERING OF THE CLASS A2 NOTES MAY NOT BE OFFERED,
      RESOLD, PLEDGED OR OTHER WISE TRANSFERRED WITHIN THE UNITED STATES, OR FOR
      THE
      ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
      SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE LAWS
      OF
      ANY STATE OF THE UNITED STATES.”

     

    
      
        	 


      

       

    

    
      	
              1

            	
              Form,
                Denomination and Title

            


    

     

    The
      Class A2 Notes will be issued in registered form without interest coupons
      in minimum denominations of €100,000 and integral multiples
      thereof.

     

    Each
      Class A2 Book Entry Note is not a document of title. Title shall be
      determined by entry in the Register and only the duly registered holder from
      time to time is entitled to payments in respect of a Class A2 Book Entry
      Note.

     

    


    
      
        
          
          

        

        
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    The
      Class A2 Note will be represented by one or more typewritten fully
      registered book-entry notes (each, a "Class
      A2 Book-Entry Note"
      and
      collectively, the "Class
      A2 Book-Entry Notes")
      registered in the name of The Bank of New York Depositary (Nominees) Limited
      and
      deposited with the Common Depository in respect of the Class A2 Notes.
      Beneficial interests in the Class A2 Book-Entry Notes will be shown on, and
      transfers thereof will be effected only through, records maintained by Euroclear
      or Clearstream, Luxembourg and their participants. Euroclear and Clearstream,
      Luxembourg may hold interests in the Class A2 Book-Entry Notes on behalf of
      persons who have accounts with Euroclear and Clearstream, Luxembourg through
      accounts maintained in the names of Euroclear or Clearstream,
      Luxembourg.

     

    If
      the
      Issuer is obliged to issue Class A2 Definitive Notes under clause 3.4 of
      Note Trust Deed, interests in the applicable Class A2 Book-Entry Note will
      be transferred to the beneficial owners thereof in the form of Class A2
      Definitive Notes, without interest coupons, in the denominations set forth
      above. A Class A2 Definitive Note will be issued to each Class A2
      Noteholder in respect of its registered holding or holdings of Class A2
      Notes against delivery by such Class A2 Noteholders of a written order
      containing instructions and such other information as the Issuer and The Bank
      of
      New York, acting as a note registrar (the "Note
      Registrar")
      may
      require to complete, execute and deliver such Class A2 Definitive Notes. In
      such circumstances, the Issuer will cause sufficient Class A2 Definitive
      Notes to be executed and delivered to the Note Registrar for completion,
      authentication (by the Principal Paying Agent) and dispatch to the relevant
      Class A2 Noteholders.

     

    
      
        	 


      

       

    

    
      	
              2

            	
              Status,
                Security and Relationship Between the Class
                A Notes and the Class B Notes 

            


    

     

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

     

    The
      Class
      A Notes are issued subject to the Master Trust Deed and the Supplementary Bond
      Terms Notice and are secured by the same security as the Class B Notes but
      the
      Class A Notes will rank in priority to the Class B Notes both before and after
      enforcement of the security and in respect of both principal and interest (as
      set out in Conditions 4 and 5).

     

    The
      proceeds of the issue of the Class A Notes and the Class B Notes are to be
      used
      by the Issuer to purchase an interest in certain housing loans (the
      "Loans")
      and
      certain related mortgages (the "Mortgages").

     

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

     

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

     

    


    
      
        
          
          

        

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

     

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

     

    
      
        	 


      

       

    

    
      	
              3

            	
              Covenants
                of the
                Issuer

            


    

     

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

     

    These
      covenants include the following.

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              The
                Issuer shall:

            


    

     

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

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

            


    

     

    
      	 	
              (4)

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

            


    

     

    
      	 	
              (5)

            	
              not,
                as Issuer, engage in any business or activity in respect of the
                Securitisation Fund except as contemplated or required by the Transaction
                Documents;

            


    

     

    
      	 	
              (6)

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

            


    

     

    
      	 	
              (7)

            	
              within
                45 days of notice from the Manager to do so, remove any of its agents
                or
                delegates that breaches any obligation imposed on the Issuer under
                the
                Master Trust Deed or any other Transaction Document where the Manager
                reasonably believes it will materially adversely affect the rating
                of
                either or both of the Class A Notes and Class B Notes;
                and

            


    

     

    


    
      
        
          
          

        

        
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              (8)

            	
              not
                agree to any amendment to Agreed Procedures (as defined in the Mortgage
                Origination and Management Agreement) unless each Designated Rating
                Agency
                confirms that it will not withdraw or downgrade the rating of the
                Notes as
                a result of such amendment.

            


    

     

    
      	
              (c)

            	
              Except
                as provided in any Transaction Document (and other than the charge
                given
                to the Security Trustee and the Issuer's lien over the assets of
                the
                Securitisation Fund), the Issuer shall not nor permit any of its
                officers
                to sell, mortgage, charge or otherwise encumber or part with possession
                of
                any assets of the Securitisation Fund (the "Fund
                Assets").

            


    

     

    
      	
              (d)

            	
              The
                Issuer shall duly observe and perform the covenants and obligations
                of the
                Master Trust Deed and will be personally liable to the Noteholders,
                the
                Beneficiaries, or any other creditors for its negligence, fraud or
                wilful
                default (as defined in Condition
                15).

            


    

     

    
      	
              (e)

            	
              The
                Issuer will open and operate certain bank accounts in accordance
                with the
                Master Trust Deed and any Transaction
                Document.

            


    

     

    
      	
              (f)

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

            


    

     

    
      	
              (g)

            	
              The
                Issuer must properly perform the functions which are necessary for
                it to
                perform under all Transaction Documents in respect of the Securitisation
                Fund.

            


    

     

    
      
        	 


      

       

    

    
      	
              4

            	
              Interest

            


    

     

    
      	
              (a)

            	
              Quarterly Payment
                Dates 

            


    

     

    Each
      Class A2 Note bears interest on the Invested Amount (as defined in the
      Supplementary Bond Terms Notice) of that Class A2 Note from and including
      31 May 2007 or such later date as may be agreed between the Manager and the
      Issuer for the issue of the Class A2 Notes (the "Closing
      Date").
      Interest in respect of the Class A2 Notes will be payable in arrears on 12
      September 2007 in respect of the period from (and including) the Closing Date
      and ending on (but excluding) 12 September 2007 (the “First
      Quarterly Payment
      Date”)
      and
      thereafter on each 12 ecember, March, June and September (each such date a
      “Quarterly Payment
      Date”).
      If
      any Quarterly Payment Date would otherwise fall on a day which is not a Banking
      Day (as defined below), it shall be postponed to the next day which is a Banking
      Day. The final Quarterly Payment Date for a Class of Notes will be the earlier
      of the Final Maturity Date for that Class of Notes and the Quarterly Payment
      Date on which the Notes are redeemed in full.

     

    "Banking
      Day"
      in this
      Condition 4 (other than Condition 4(b)) and in Conditions 5 and 9 below means
      any day (other than a Saturday, Sunday or public holiday) on which banks are
      open for business in London, New York, Sydney and Melbourne and which is a
      TARGET Settlement Day.

     

    The
      period beginning on (and including) the Closing Date and ending on (but
      excluding) the first Quarterly Payment Date, and each successive period
      beginning on (and including) a Quarterly Payment Date and ending on (but
      excluding) the next Quarterly Payment Date is called an "Interest
      Period".
      Interest payable on a Class A2 Note in respect of any Interest Period or
      any other period will be calculated on the basis of the actual number of days
      in
      that Interest Period and a 360 day year.

     

    


    
      
        
          
          

        

        
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    A
      Class A2 Note will stop earning interest on any date on which the
      Outstanding Principal Balance of the Class A2 Note is zero (provided that
      interest shall thereafter begin to accrue from (and including) any date on
      which
      the Outstanding Principal Balance of the Class A2 Note becomes greater than
      zero) or if the Outstanding Principal Balance of the Class A2 Note is not
      zero on the due date for redemption in full of the Class A2 Note, unless
      payment of principal is improperly withheld or refused, following which the
      Class A2 Note will continue to earn interest on the Invested Amount of the
      Class A2 Note at the rate from time to time applicable to the Class A2
      Note until the later of the date on which the Note Trustee or Principal Paying
      Agent receives the moneys in respect of the Class A2 Notes and notifies the
      holders of that receipt or the date on which the Outstanding Principal Balance
      of the Class A2 Note has been reduced to zero but interest will begin to
      accrue from and including any date on which the Outstanding Principal Balance
      of
      the Class A2 Note becomes greater than zero.

     

    If
      interest is not paid on a Class A2 Note on the date when it is due and
      payable (other than because the due date is not a Banking Day) that unpaid
      interest will itself bear interest at the Interest Rate applicable to that
      Class A2 Note until the unpaid interest and the amount of interest on it is
      available for payment by the Issuer.

     

    
      	 	
              (b)

            	
              Interest
                Rate

            


    

     

    The
      rate
      of interest applicable from time to time for Class A2 Notes (the
“Class A2
      Interest Rate”)
      will
      be determined by the Calculation Agent on the basis of the following paragraphs.
      

     

    The
      second Banking Day before the beginning of each Interest Period (each an
Interest
      Determination Date),
      the
      Calculation Agent will determine the rate “EUR-EURIBOR-Telerate” 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 Interest Period for three-month (or, in the case
      of
      the first Interest Period, the rate will be determined by linear interpolation
      calculated by reference to the duration of the first Interest Period) deposits
      in Euros which appears on the Telerate Page 248 as of 11:00 a.m., Brussels
      time,
      determined on the Interest Determination Date by the Calculation Agent. If
      such
      rate does not appear on the Telerate Page 248, the rate for that Interest Period
      will be determined as if the Issuer and the Calculation Agent had specified
      “EUR-EURIBOR-Reference Banks” as the applicable Floating Rate Option under the
      ISDA Definitions. “EUR-EURIBOR-Reference Banks” means that the rate for an
      Interest Period will be determined on the basis of the rates at which deposits
      in Euros are offered by the Reference Banks (being four major banks in the
      Euro-zone interbank market agreed to by the Calculation Agent and the Euro
      Currency Swap Provider) at approximately 11:00 a.m., Brussels time, on the
      Interest Determination Date to prime banks in the Euro-zone interbank market
      for
      a period of three months (or, in the case of the first Interest Period, the
      rate
      will be determined by linear interpolation calculated by reference to the
      duration of the first Interest Period) commencing on the first day of the
      Interest Period and in Representative Amount (as defined in the ISDA
      Definitions). The Calculation Agent will request the principal Euro-zone office
      of each of the Reference Banks to provide a quotation of its rate. If at least
      two such quotations are provided, the rate for that Interest Period will be
      the
      arithmetic mean of the quotations. If fewer than two quotations are provided
      as
      requested, the rate for that Interest Period will be the arithmetic mean of
      the
      rates quoted by major banks in the Euro-zone interbank market, selected by
      the
      Calculation Agent and the Euro Currency Swap Provider, at approximately 11:00
      a.m., Brussels time, on that Interest Determination Date for loans in Euros
      to
      leading European banks for a period of three months (or, in the case of the
      first Interest Period, the rate will be determined by linear interpolation
      calculated by reference to the duration of the first Interest Period) commencing
      on the first day of the Interest Period and in a Representative Amount. If
      no
      such rates are available in the Euro-zone interbank market, then the rate for
      such Interest Period will be the most recently determined rate in accordance
      with this paragraph. 

     

    


    
      
        
          
          

        

        
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    For
      the
      purpose of the foregoing paragraph, Banking Day means any day which is a TARGET
      Settlement Day.

     

    The
      Class A2 Interest Rate applicable to the Class A2 Notes for such
      Interest Period will be the aggregate of (i) the interest rate or arithmetic
      mean as determined by the Calculation Agent under the previous paragraph; and
      (ii) the margin of 0.08% (the “Class A2
      Margin”)
      in
      relation to the Class A2 Notes. 

     

    If
      the
      Issuer has not redeemed all of the Class A Notes on or before the Quarterly
      Payment Date falling on 12 March 2013, the Class A2 Margin will increase to
      0.16% for the period from (and including) that date until (but excluding) the
      date on which the Class A2 Notes are redeemed in full in accordance with
      these Conditions.

     

    There
      is
      no maximum or minimum Class A2 Interest Rate.

     

    
      	
              (c)

            	
              Determination
                of Interest Rate and Calculation of
                Interest

            


    

     

    The
      Calculation Agent will, as soon as practicable after 11.00 am (Brussels time)
      on
      each Interest Determination Date, determine the Class A2 Interest Rate
      applicable to, and calculate the amount of interest payable (the "Class A2 Interest")
      for,
      the immediately succeeding Interest Period in respect of the Class A2
      Notes. The Class A2 Interest is calculated by applying the Class A2
      Interest Rate for the Class A2 Notes to the Invested Amount (as defined in
      the Supplementary Bond Terms Notice) of that Class A2 Note on the first day
      of the next Interest Period after giving effect to any payments of principal
      made with respect for such class on such day, multiplying such product by a
      fraction, the numerator of which is the actual number of days in the relevant
      Interest Period and the denominator of which is 360 days and rounding the
      resultant figure down to the nearest cent (half a cent being rounded upwards).
      The determination of the Class A2 Interest Rate and the Class A2
      Interest by the Calculation Agent shall (in the absence of manifest error)
      be
      final and binding upon all parties.

     

    
      	
              (d)

            	
              Notification
                of Class A2 Interest Rate and Class A2
                Interest

            


    

     

    The
      Calculation Agent will cause the Class A2 Interest Rate and the
      Class A2 Interest applicable to each Class A2 Note for each Interest
      Period and the relevant Quarterly Payment Date to be notified to the Issuer,
      the
      Manager, the Note Trustee, the Irish Stock Exchange and the Paying Agents.
      The
      Class A2 Interest, Class A2 Interest Rate and the relevant Quarterly
      Payment Date so made available may subsequently be amended (or appropriate
      alternative arrangements made by way of adjustment) without notice in the event
      of a shortening of the Interest Period.

     

    
      	
              (e)

            	
              Determination
                or Calculation by the
                Manager

            


    

     

    If
      the
      Calculation Agent at any time for any reason does not determine the relevant
      Class A2 Interest Rate or calculate the Class A2 Interest for a
      Class A2 Note, the Manager shall do so and each such determination or
      calculation shall be deemed to have been made by the Calculation Agent. In
      doing
      so, the Manager shall apply the foregoing provisions of this Condition, with
      any
      necessary consequential amendments, to the extent that in its opinion, it can
      do
      so, and, in all other respects it shall do so in such a manner as it reasonably
      considers to be fair and reasonable in all the circumstances.

     

    


    
      
        
          
          

        

        
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              (f)

            	
              Calculation
                Agent

            


    

     

    The
      Issuer will procure that, so long as any of the Class A Offered Notes remains
      outstanding, there will, at all times, be a Calculation Agent. The Issuer,
      or
      the Manager with the consent of the Issuer (such consent not to be unreasonably
      withheld), reserves the right at any time to terminate the appointment of the
      Calculation Agent subject to the terms of the Note Trust Deed. Notice of that
      termination will be given to the Class A Offered Noteholders. If any person
      is
      unable or unwilling to continue to act as the Calculation Agent, or if the
      appointment of the Calculation Agent is terminated, the Issuer will, with the
      approval of the Note Trustee, appoint a successor Calculation Agent to act
      as
      such in its place, provided that neither the resignation nor removal of the
      Calculation Agent shall take effect until a successor approved by the Note
      Trustee has been appointed.

     

    
      	
              (g)

            	
              Interest
                distribution

            


    

     

    On
      each
      Quarterly Payment Date, and based on the calculations, instructions and
      directions provided to it by the Manager, and subject to the terms of the
      Security Trust Deed and the Supplementary Bond Terms Notice (to the extent
      it
      has not already done so), the Issuer must apply the Interest Collections for
      the
      Monthly Calculation Period ending immediately before the relevant Quarterly
      Payment Date but in respect of the applicable Quarterly Calculation Period
      as
      follows:

     

    
      	 	
              (1)

            	
              first,
                in payment of Taxes in respect of the Securitisation Fund, which
                have been
                incurred prior to that Quarterly Payment Date and which have not
                previously been paid on a prior Monthly Payment
                Date;

            


    

     

    
      	 	
              (2)

            	
              secondly,
                pari passu and rateably in payment of the Issuer's Fee, the Manager’s Fee
                and any Expenses (other than the Expenses referred to in paragraph
                (9)
                below) in respect of the Securitisation Fund which have been incurred
                prior to that Quarterly Payment Date and which have not previously
                been
                paid on a prior Monthly Payment
                Date;

            


    

     

    
      	 	
              (3)

            	
              thirdly,
                without duplication, in or toward any amounts payable or to be applied
                under paragraph (4) below on any previous Quarterly Payment Date,
                if there
                had been sufficient Interest Collections, which have not previously
                been
                paid or allocated by the Issuer, together with accrued interest thereon
                which in the case of a Note must be at the Interest Rate applicable
                to the
                relevant Note;

            


    

     

    
      	 	
              (4)

            	
              fourthly,
                pari passu and rateably:

            


    

     

    
      	 	
              (A)

            	
              in
                payment of any interest due under any Redraw Funding Facility or
                Top-up
                Funding Facility for the applicable Quarterly Interest Period including
                (without duplication) any amounts allocated on the two preceding
                Monthly
                Payment Dates (Non-Distributed
                Amount);
                

            


    

     

    
      	 	
              (B)

            	
              in
                payment to the Currency Swap Provider, in payment of the A$ Class
                A
                Interest Amount payable under the Confirmations on that Quarterly
                Payment
                Date, which is thereafter to be applied to payment of interest on
                the
                Class A Offered Notes for the applicable Quarterly Interest Period
                including (without duplication) any Non-Distributed Amount;
                and

            


    

     

    
      	 	
              (C)

            	
              in
                payment of any interest due under any Class A3 Notes for the
                applicable Monthly Interest Period;

            


    

     

    


    
      
        
          
          

        

        
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              (5)

            	
              fifthly,
                without duplication, in payment of any amounts payable under paragraph
                (6)
                below on any previous Quarterly Payment Date, if there had been sufficient
                Interest Collections, which have not previously been paid or allocated
                by
                the Issuer together with accrued interest thereon at the Interest
                Rate
                applicable to the relevant Note;

            


    

     

    
      	 	
              (6)

            	
              sixthly,
                pari passu and rateably in payment to Class B Noteholders of the
                Class B
                Interest due on the Class B Notes on that Quarterly Payment Date
                for the
                applicable Quarterly Interest Period including (without duplication)
                any
                Non-Distributed Amount;

            


    

     

    
      	 	
              (7)

            	
              seventhly,
                in crediting to the Cash Collateral Account the amount (if any) by
                which
                the Required Cash Collateral exceeds the Cash
                Collateral;

            


    

     

    
      	 	
              (8)

            	
              eighthly,
                to reimburse in the order of priorities specified in Condition 5(b)
                any
                amounts that have been paid or allocated in any previous Interest
                Periods
                under Conditions 5(b)(1), (2), (3) and (4) (to the extent not previously
                reimbursed under this Condition 4(g)(8)) for the applicable Monthly
                Interest Period (in the case of Conditions 5(b)(1), (2) and (3))
                and
                Quarterly Interest Period (in the case of Condition 5(b)(4)) including
                (without duplication) any Non-Distributed
                Amount;

            


    

     

    
      	 	
              (9)

            	
              ninthly,
                in payment toward any break costs payable on cancellation of any
                Fixed-Floating Rate Swap to the extent that those amounts are not
                recovered under the relevant Loan secured by Mortgages comprised
                in the
                Assets of the Securitisation Fund in the form of any applicable prepayment
                fees or a drawing has not been made under a Payment Funding Facility
                including (without duplication) any Non-Distributed
                Amount;

            


    

     

    
      	 	
              (10)

            	
              tenthly,
                pari passu and rateably in payment to the Liquidity Noteholder of
                interest
                payable in respect of the Liquidity Notes and in payment of any interest
                in respect of any Payment Funding Facility for the applicable Quarterly
                Interest Period including (without duplication) any Non-Distributed
                Amount;

            


    

     

    
      	 	
              (11)

            	
              eleventhly,
                in respect of the amount of any Class A Charge Offs, any Redraw Charge
                Offs and any Top-up Charge Offs in and towards reinstatement of in
                the
                books of the Securitisation Fund, pari passu and rateably allocated
                to:

            


    

     

    
      	 	
              (A)

            	
              that
                portion of the Class A Charge Offs that relates to the Class A3 Notes
                for that Calculation Period; and

            


    

     

    
      	 	
              (B)

            	
              Redraw
                Charge Offs, Top-up Charge Offs and that portion of the Class A Charge
                Offs that relates to the Class A Offered Notes for that Calculation
                Period, including any Non-Distributed
                Amount;

            


    

     

    
      	 	
              (12)

            	
              twelfthly,
                in respect of the amount of any Carry Over Redraw Charge Offs, any
                Carry
                Over Top-up Charge Offs and the A$ Equivalent of any Carry Over Class
                A
                Charge Offs allocated to:

            


    

     

    
      	 	
              (A)

            	
              each
                Class A3 Note; and

            


    

     

    
      	 	
              (B)

            	
              each
                Class A Offered Note, 

            


    

     

    in
      reinstatement of in the books of the Securitisation Fund, pari passu and
      rateably (as between any Carry Over Redraw Charge Offs, any Carry Over Top-up
      Charge Offs and the A$ Equivalent of any Carry Over Class A Charge Offs
      allocated to each Class A Note) of:

     

    
      	 	
              (i)

            	
              the
                A$ Equivalent of any Carry Over Class A Charge Offs;
                

            


    

     

    


    
      
        
          
          

        

        
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              (ii)

            	
              any
                Carry Over Redraw Charge Offs; and

            


    

     

    
      	 	
              (iii)

            	
              any
                Carry Over Top-up Charge Offs;

            


    

     

    on
      that
      Monthly Payment Date (in the case of the Class A3 Notes) and on that
      Quarterly Payment Date including (without duplication) any Non-Distributed
      Amount (in the case of the Class A Offered Notes, any Carry Over Redraw Charge
      Offs and any Carry Over Top-up Charge Offs);

     

    
      	 	
              (13)

            	
              thirteenthly,
                in respect
                of
                the amount of any Class B Charge Offs and any Carry Over Class B
                Charge
                Offs in and towards reinstatement of in the books of the Securitisation
                Fund including any Non-Distributed Amount and
                in
                the following order:

            


    

     

    
      	 	
              (A)

            	
              any
                Class B Charge Offs for the applicable Calculation Period;
                and

            


    

     

    
      	 	
              (B)

            	
              pari
                passu and rateably the Invested Amount of the Class B Notes to the
                extent
                of any Carry Over Class B Charge
                Offs;

            


    

     

    
      	 	
              (14)

            	
              fourteenthly,
                (to the extent not paid under Condition 5(b)) pari passu and rateably,
                in
                repayment of any principal due and payable under any Redraw Funding
                Facility, in repayment of any principal due and payable under any
                Top-up
                Funding Facility and in or toward repayment of any principal due
                and
                payable under any Payment Funding Facility including (without duplication)
                any Non-Distributed Amount; and

            


    

     

    
      	 	
              (15)

            	
              fifteenthly,
                in payment of or provision for amounts payable to the Income Unitholder
                of
                the Securitisation Fund in accordance with Conditions 22.1(d) and
                22.3(d)
                of the Master Trust Deed including (without duplication) any
                Non-Distributed Amount.

            


    

     

    Capitalised
      terms in this Condition 4(g) have the same meaning given in the Supplementary
      Bond Terms Notice unless otherwise defined in this document.

     

    
      
        	 


      

       

    

    
      	
              5

            	
              Redemption
                and Purchase

            


    

     

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

     

    
      	
              (a)

            	
              Mandatory
                Redemption in part from Principal Collections and apportionment of
                Principal Collections between the Class A Notes and the Class B
                Notes

            


    

     

    The
      Class
      A Notes shall be subject to mandatory redemption in part on any Quarterly
      Payment Date (or in the case of the Class A3 Notes, any Monthly Payment
      Date) if on that date there are any Principal Collections available to be
      distributed in relation to such Class A Notes. The principal amount so
      redeemable in respect of each Class A Note prior to enforcement of the Security
      Trust Deed (each a "Principal
      Payment")
      on any
      Quarterly Payment Date shall be the amount available for payment as set out
      in
      Condition 5(b) on the day which is seven Banking Days prior to the Quarterly
      Payment Date (the "Cut
      Off”)
      divided by the aggregate Invested Amount of all Class A Notes, multiplied by
      the
      Invested Amount of that Note, provided always that no Principal Payment on
      a
      Class A Note on any date may exceed the amount equal to the Invested Amount
      of
      that Class A Note at that date.

     

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

     

     

    


    
      
        
          
          

        

        
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              (b)

            	
              Principal
                Distributions on Notes

            


    

     

    On
      each
      Quarterly Payment Date, and in accordance with the calculations, instructions
      and directions provided to it by the Manager and subject to the terms of the
      Security Trust Deed and the Supplementary Bond Terms Notice (to the extent
      it
      has not already done so), the Issuer must apply the Principal Collections
      together with any amounts to be applied under this Condition 5(b) pursuant
      to
      Condition 5(d) for the Monthly Calculation Period ending immediately before
      the
      relevant Quarterly Payment Date but in respect of the applicable Quarterly
      Calculation Period and Condition 5(d)(2), in relation to the two preceding
      Monthly Payment Dates, towards the following payments in the following order
      of
      priority:

     

    
      	 	
              (1)

            	
              first,
                in payment of Taxes in respect of the Securitisation Fund (to the
                extent
                not paid as described in Condition
                4);

            


    

     

    
      	 	
              (2)

            	
              secondly,
                pari passu and rateably in payment of the Issuer's Fee, the Manager’s Fee
                and any Expenses (other than the Expenses referred to in this Condition
                5(b) below) in respect of the Securitisation Fund (to the extent
                not paid
                or provided for as described in Condition
                4(g));

            


    

     

    
      	 	
              (3)

            	
              thirdly,
                in payment of the amounts payable and in the priority under Condition
                4(g)(4) and which have not previously been paid or allowed for on
                a
                previous Payment Date (or in relation to the Monthly Payment Date
                which
                falls on that Quarterly Payment Date, in respect of the Class A3
                Notes) (to the extent not paid or allowed for as described in Condition
                4(g)(3));

            


    

     

    
      	 	
              (4)

            	
              fourthly,
                in payment of the amounts payable under and in the priority as specified
                in, Condition 4(g)(6) and which have not previously been paid or
                allowed
                for on a previous Payment Date for the applicable Quarterly Calculation
                Period, including (without duplication) any amounts allocated on
                the two
                preceding Monthly Payment Dates (Non-Distributed
                Amount)
                (to the extent not paid or allowed for under Condition
                4(g)(5));

            


    

     

    
      	 	
              (5)

            	
              fifthly,
                pari passu and rateably in repayment of any Redraw Principal Outstanding
                under a Redraw Funding Facility or any Top-up Principal Outstanding
                under
                any Top-up Funding Facility for the applicable Quarterly Calculation
                Period, including (without duplication) all Non-Distributed
                Amounts;

            


    

     

    
      	 	
              (6)

            	
              sixthly,
                pari passu and rateably in payment of amounts approved by the Manager
                under any Loan Redraw Facility or Top-up Loan for the applicable
                Quarterly
                Calculation Period, including (without duplication) all Non-Distributed
                Amounts;

            


    

     

    
      	 	
              (7)

            	
              seventhly,
                pari passu and rateably:

            


    

     

    
      	 	
              (A)

            	
              in
                payment of principal to the Class A3 Noteholders for the applicable
                Monthly Calculation Period until the Outstanding Principal Balance
                of the
                Class A3 Notes is reduced to zero;
                and

            


    

     

    
      	 	
              (B)

            	
              in
                payment to the Currency Swap Provider under a Confirmation relating
                to the
                Class A Offered Notes for the applicable Quarterly Calculation Period,
                including (without duplication) any Non-Distributed Amount until
                the
                Outstanding Principal Balance of the Class A Offered Notes is reduced
                to
                zero, of an amount equal to the lesser
                of:

            


    

     

    
      	 	
              (i)

            	
              the
                amount available for distribution under this paragraph (7) after
                all
                payments which have priority under this paragraph (b);
                and

            


    

     

    


    
      
        
          
          

        

        
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              (ii)

            	
              the
                A$ Equivalent of the Outstanding Principal Balance for all Class
                A
                Notes;

            


    

     

    including
      (without duplication) all Non-Distributed Amounts;

     

    
      	 	
              (8)

            	
              eighthly,
                toward payment of principal to the Class B Noteholders pari passu
                and
                rateably, until the Outstanding Principal Balance of the Class B
                Notes is
                reduced to zero of an amount equal to the lesser
                of:

            


    

     

    
      	 	
              (A)

            	
              the
                amount available for distribution under this paragraph (8) after
                all
                payments which have priority under this paragraph (b);
                and

            


    

     

    
      	 	
              (B)

            	
              the
                Outstanding Principal Balance for all Class B
                Notes;

            


    

     

    including
      (without duplication) all Non-Distributed Amounts;

     

    
      	 	
              (9)

            	
              ninthly,
                pari passu and rateably as between any Carry Over Redraw Charge Offs,
                any
                Carry Over Top-up Charge Offs and the A$ Equivalent of any Carry
                Over
                Class A Charge Offs allocated to each Class A
                Note:

            


    

     

    
      	 	
              (A)

            	
              in
                payment to the Currency Swap Provider under a Confirmation of the
                A$
                Equivalent of any Carry Over Class A Charge Offs relating to the
                Class A
                Offered Notes including (without duplication) all Non-Distributed
                Amounts;
                

            


    

     

    
      	 	
              (B)

            	
              in
                repaying the Redraw Principal Outstanding of each Redraw Funding
                Facility
                to the extent of any Carry Over Redraw Charge Offs including (without
                duplication) all Non-Distributed Amounts;


            


    

     

    
      	 	
              (C)

            	
              in
                repaying the Top-up Principal Outstanding of each Top-up Funding
                Facility
                to the extent of any Carry Over Top-up Charge Offs including (without
                duplication) all Non-Distributed Amounts;
                and

            


    

     

    
      	 	
              (D)

            	
              in
                payment to the Class A3 Noteholders of any Carry Over Class A Charge
                Offs relating to the Class A3
                Notes;

            


    

     

    
      	 	
              (10)

            	
              tenthly,
                in repaying the Invested Amount of the Class B Notes to the extent
                of any
                Carry Over Class B Charge Offs including (without duplication) all
                Non-Distributed Amounts;

            


    

     

    
      	 	
              (11)

            	
              eleventhly,
                in payment towards any break costs payable on cancellation of any
                Fixed-Floating Rate Swap to the extent that those amounts are not
                recovered under the relevant Loan secured by Mortgages comprised
                in Assets
                of the Securitisation Fund in the form of any applicable prepayment
                fees
                or a drawing has not been made under a Payment Funding Facility (to
                the
                extent not paid as described under Condition 4(g));
                and

            


    

     

    
      	 	
              (12)

            	
              twelfthly,
                subject to Condition (c) below, pari passu and rateably in payment
                to the
                Liquidity Noteholder of the principal amount outstanding in respect
                of the
                Liquidity Notes and in repayment of any principal in respect of any
                Payment Funding Facility for the applicable Quarterly Calculation
                Period
                including (without duplication) all Non-Distributed
                Amounts.

            


    

     

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

     

    
      	
              (c)

            	
              Rights
                of Liquidity Noteholder

            


    

     

    On
      any
      Quarterly Payment Date, the Issuer must not make any payments out of Principal
      Collections to the Liquidity Noteholder under Condition 5(b)
      above
      unless the Invested Amount of all the Notes is zero, or will be zero following
      any payments made on the relevant Quarterly Payment Date.

     

    


    
      
        
          
          

        

        
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              (d)

            	
              Payment
                of Charge Offs and Non-Distributed
                Amounts

            


    

     

    
      	 	
              (1)

            	
              The
                amount of any reinstatement under Conditions 4(g)(11), (12) and (13)
                together with any amounts reimbursed under Condition 4(g)(8) must
                be
                applied on the Quarterly Payment Date of the reimbursement in accordance
                with Condition 5(b) as if the amount reimbursed formed part of Principal
                Collections. 

            


    

     

    
      	 	
              (2)

            	
              Any
                Non-Distributed Amount relating to the two Monthly Payment Dates
                which
                precede a Quarterly Payment Date which has not previously been paid
                or
                allowed for under Condition 4(g), must be applied in accordance with
                Condition 5(b) as if the amounts allowed for formed part of Principal
                Collections.

            


    

     

    
      	
              (e)

            	
              General

            


    

     

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

     

    
      	
              (f)

            	
              Euro
                Account

            


    

     

    The
      Issuer must direct the Euro Currency Swap Provider to pay all amounts
      denominated in € payable to the Issuer by the Euro Currency Swap Provider under
      the Euro Currency Swap into the Euro Account or to the Principal Paying Agent
      on
      behalf of the Issuer.

     

    On
      each
      Quarterly Payment Date, the Issuer must, on the direction of the Manager, or
      must require that the Principal Paying Agent on its behalf, distribute from
      the
      Euro Account the relevant amounts of principal and interest due in respect
      of
      each Class A2 Note in accordance with the Note Trust Deed and in the order
      of priority in Conditions 4(g) and 5(b).

     

    
      	
              (g)

            	
              US$
                Account

            


    

     

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

     

    On
      each
      Quarterly Payment Date, the Issuer must, on the direction of the Manager, or
      must require that the Principal Paying Agent on its behalf, distribute from
      the
      US$ Account the relevant amounts of interest and principal due in respect of
      each Class A1 Note in accordance with the Note Trust Deed and in order of
      priority in Conditions 4(g) and 5(b).

     

    
      	
              (h)

            	
              Calculation
                of Principal Payments, Outstanding Principal Balance and Invested
                Amount

            


    

     

    The
      Manager must, not later than two Banking Days before each Quarterly Payment
      Date
      advise the Issuer, and in respect of the Class A Offered Notes only, the
      Currency Swap Provider in writing of:

     

    
      	 	
              (1)

            	
              all
                amounts payable or to be provided for under clause 6 of the Supplementary
                Bond Terms Notice (which includes the amounts payable to be provided
                under
                Conditions 4(g) and 5(b));

            


    

     

    
      	 	
              (2)

            	
              reasonable
                details of the calculation of all such amounts;
                and

            


    

     

    
      	 	
              (3)

            	
              the
                Outstanding Principal Balance and Invested Amount of each Class A
                Note and
                Class B Note following the making of all payments to be made on that
                Quarterly Payment Date in accordance with the Supplementary Bond
                Terms
                Notice.

            


    

     

    


    
      
        
          
          

        

        
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    The
      Manager must also notify the Issuer of all details of payments which are to
      be
      made by or on behalf of the Issuer on or by each Quarterly Payment Date. The
      Manager must, not later than two Banking Days before each Quarterly Payment
      Date, also notify the Currency Swap Provider of all payments which are to be
      made by or on behalf of the Issuer under Conditions 4(g) and 5(b) in respect
      of
      the Class A Offered Notes.

     

    The
      Manager will notify the Issuer, the Note Trustee, the Principal Paying Agent
      and
      the Calculation Agent by not later than two Banking Days prior to the relevant
      Quarterly Payment Date of each such determination and will immediately cause
      details, of each of those determinations to be made available in accordance
      with
      Condition 12 one Banking Day before the relevant Quarterly Payment Date. If
      no
      repayment of principal is due to be made on the Class A Offered Notes on any
      Quarterly Payment Date a notice to this effect will be given to the Class A
      Offered Noteholders in accordance with Condition 12.

     

    If
      the
      Manager does not at any time for any reason determine a repayment of principal
      or the Outstanding Principal Balance and the Invested Amount applicable to
      Class
      A Offered Notes in accordance with this paragraph, the repayment of principal
      and Outstanding Principal Balance and the Invested Amount may be determined
      by
      the Calculation Agent in accordance with this paragraph (but based on the
      information in its possession) and each such determination or calculation shall
      be deemed to have been made by the Manager.

     

    
      	
              (i)

            	
              Call

            


    

     

    The
      Issuer must, when so directed by the Manager (at the Manager's option), having
      given not more than 30 no less than 15 days' notice to the Class A Noteholders
      and in case of Class A Offered Notes in accordance with Condition 12, purchase
      or redeem all, but not some only, of the Class A Notes by repaying the
      Outstanding Principal Balance of those Class A Notes together with accrued
      interest to (but excluding) the date of repurchase or redemption, on any
      Quarterly Payment Date falling on or after the earlier of:

     

    
      	 	
              (1)

            	
              the
                Monthly Payment Date on which the Outstanding Principal Balance of
                all
                Notes calculated and expressed in the A$ Equivalent is equal to or
                less
                than 10% of the total initial Outstanding Principal Balance of all
                Notes
                calculated and expressed in the A$ Equivalent;
                and

            


    

     

    
      	 	
              (2)

            	
              in
                the case of Class A Notes, the Quarterly Payment Date falling on
                12 March
                2013 and
                in the case of the Class A3 Notes, the Monthly Payment Date falling
                on 12 March 2013,

            


    

     

    provided
      that: 

     

    
      	 	
              (3)

            	
              if
                the aggregate Outstanding Principal Balance for all Class A Notes
                calculated and expressed in the A$ Equivalent on such date of redemption
                or repurchase has been reduced by Class A Charge Offs which have
                not been
                repaid under Conditions 4(g)(10) and (11), the Noteholders owning
                at least
                75% of the aggregate Invested Amount of the Class A Notes calculated
                and
                expressed in the A$ Equivalent must consent to such repurchase or
                redemption; and

            


    

     

    
      	 	
              (4)

            	
              the
                Issuer will be in a position on such Quarterly Payment Date to discharge
                (and the Manager so certifies to the Issuer and the Note Trustee
                upon
                which certification the Issuer and the Note Trustee will rely
                conclusively) all its liabilities in respect of the Class A Notes
                (at
                their Outstanding Principal Balance) and any amounts which would
                be
                required under the Security Trust Deed to be paid in priority or
                pari
                passu with the Class A Notes if the security for the Notes were being
                enforced.

            


    

     

    


    
      
        
          
          

        

        
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              (j)

            	
              Redemption
                for Taxation or Other
                Reasons

            


    

     

    If
      the
      Manager satisfies the Issuer and the Note Trustee immediately prior to giving
      the notice referred to below either:

     

    
      	 	
              (1)

            	
              that
                on the next Quarterly Payment Date the Issuer would be required to
                deduct
                or withhold from any payment of principal or interest in respect
                of the
                Class A Notes, the Currency Swaps, the Payment Funding Facility,
                the
                Top-up Funding Facility or the Redraw Funding Facility any amount
                for or
                on account of any present or future taxes, duties, assessments or
                governmental charges of whatever nature imposed, levied, collected,
                withheld or assessed by the Commonwealth of Australia or any of its
                political sub-divisions or any of its authorities;
                or

            


    

     

    
      	 	
              (2)

            	
              the
                total amount payable in respect of interest in relation to any of
                the
                Loans secured by Mortgages comprised in the Assets of the Securitisation
                Fund for a Calculation Period ceases to be receivable (whether or
                not
                actually received) by the Issuer during such Calculation Period (but
                this
                paragraph (2) does not apply to a failure by the Trustee to receive
                any
                interest in relation to any of the Loans merely by reason of the
                failure
                by any borrowers to pay that interest in breach of the relevant
                Loans),

            


    

     

    the
      Issuer must, when so directed by the Manager, at the Manager's option (provided
      that the Issuer will be in a position on such Quarterly Payment Date to
      discharge (and the Manager will so certify to the Issuer and the Note Trustee)
      all its liabilities in respect of the Class A Notes (at their Invested Amount)
      and any amounts which would be required under the Security Trust Deed to be
      paid
      in priority or pari passu with the Class A Notes if the security for the Class
      A
      Notes were being enforced), having given not more than 60 nor less than 45
      days'
      notice to the Class A Noteholders in accordance with Condition 12, redeem all,
      but not some only, of the Class A Notes at their then Invested Amount together
      with accrued interest to (but excluding) the date of redemption on any
      subsequent Quarterly Payment Date, provided that the Class A Noteholders may
      by
      Extraordinary Resolution elect, and shall notify the Issuer and the Manager
      not
      less than 21 days before the next Quarterly Payment Date following the receipt
      of notice of such proposed redemption that they do not require the Issuer to
      redeem the Class A Notes.

     

    
      	
              (k)

            	
              Redemption
                on Final Maturity

            


    

     

    If
      not
      otherwise redeemed, the Class A Notes must be repaid in full on 12 June
      2040.

     

    
      	
              (l)

            	
              Cancellation

            


    

     

    All
      Class
      A Notes redeemed in full pursuant to the above provisions will be
      cancelled.

     

    
      	
              (m)

            	
              Certification

            


    

     

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

     

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

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

            


    

     

    


    
      
        
          
          

        

        
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              (3)

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

            


    

     

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

     

    
      
        	 


      

       

    

    
      	
              6

            	
              Payments

            


    

     

    
      	
              (a)

            	
              Method
                of payment

            


    

     

    Any
      instalment of interest or principal, payable on any Class A2 Note which is
      punctually paid or duly provided for by the Issuer to the Principal Paying
      Agent
      on the applicable Quarterly Payment Date or Final Maturity Date shall be paid
      to
      the person in whose name such Class A2 Note is registered on the Record
      Date, by cheque mailed first-class, postage prepaid, to such person's address
      as
      it appears on the Note Register on such Record Date, except that, unless
      Class A2 Definitive Notes have been issued pursuant to clause 3.4 of the
      Note Trust Deed, with respect to Class A2 Notes registered on the Record
      Date in the name of the nominee of the Clearing Agency (initially in respect
      of
      the Class A2 Notes such Clearing Agency to be Euroclear or Clearstream,
      Luxembourg and such nominee to be the Common Depository of Euroclear or
      Clearstream, Luxembourg), payment will be made by wire transfer in immediately
      available funds to the account designated by such nominee and except for the
      final instalment of principal payable with respect to such Class A2 Note on
      a Quarterly Payment Date or Final Maturity Date.

     

    
      	
              (b)

            	
              Initial
                Principal Paying Agent

            


    

     

    The
      initial Principal Paying Agent in respect of the Class A2 Notes is The Bank
      of New York at its offices in London, United Kingdom.

     

    
      	
              (c)

            	
              Paying
                Agents

            


    

     

    The
      Issuer may (at the direction of the Manager) at any time (with the prior written
      approval of the Note Trustee) terminate the appointment of any Paying Agent
      and
      appoint additional or other Paying Agents, provided that (among other things)
      the new Paying Agent has been approved in writing by the Note Trustee and
      appointed on terms previously approved in writing by the Note Trustee, notice
      has been provided to the Class A Offered Noteholders, and it will at all times
      maintain a Paying Agent having a specified office in New York City (in respect
      of the Class A1 Notes) and the United Kingdom (in respect of the
      Class A2 Notes) and the Republic of Ireland (for so long as the
      Class A2 Notes are listed and traded on the Irish Stock Exchange). Notice
      of any such termination or appointment and of any change in the office through
      which any Paying Agent will act will be given in accordance with Condition
      12.

     

    The
      initial Irish Paying Agent is BNY Fund Services (Ireland) Limited at its
      registered office in Guild House, Guild Street, Dublin 1, Republic of
      Ireland.

     

    
      	
              (d)

            	
              Payment
                on Banking Days

            


    

     

    If
      the
      due date for payment of any amount of principal or interest in respect of any
      Class A2 Note is not a Banking Day then payment will not be made until the
      next succeeding Banking Day and the holder of that Class A2 Note shall not
      be entitled to any further interest or other payment in respect of that delay.
      In this Condition 6 the expression "Banking Day" means any day (other than
      a
      Saturday, Sunday or a public holiday) on which banks are open for business
      in
      London and in the place where the specified office of the Paying Agent at which
      the Class A2 Note is presented for payment is situated and which is a
      TARGET Settlement Day and, in the case of payment by transfer to a Euro account
      in London, prior to the exchange of a Class A2 Book-Entry Note for any
      Class A2 Definitive Notes, means any day (other than Saturday, Sunday or
      public holiday) on which banks are open for business in London and on which
      Euroclear or Clearstream, Luxembourg is open for business and which is a TARGET
      Settlement Day.

     

    


    
      
        
          
          

        

        
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              (e)

            	
              Interest

            


    

     

    If
      interest is not paid in respect of a Class A2 Note on the date when due and
      payable (other than because the due date is not a Banking Day), that unpaid
      interest shall itself bear interest at the Interest Rate applicable from time
      to
      time to the Class A2 Notes until the unpaid interest, and interest on it,
      is available for payment and notice of that availability has been duly given
      in
      accordance with Condition 12.

    
       

      
        	 


      

    

     

    
      	
              7

            	
              Taxation

            


    

     

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

     

    
      	 


    

     

    
      	
              8

            	
              Prescription

            


    

     

    A
      Class A
      Note shall become void in its entirety unless surrendered for payment within
      ten
      years of the Relevant Date (as such term is defined below) in respect of any
      payment on it the effect of which would be to reduce the Outstanding Principal
      Balance of that Class A Note to zero. After the date on which a Class A Note
      becomes void in its entirety, no claim may be made in respect of
      it.

     

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

    
       

      
        	 


      

    

     

    
      	
              9

            	
              Events
                of
                Default

            


    

     

    Subject
      to the Supplementary Bond Terms Notice each of the following events is an Event
      of Default whether or not caused by any reason whatsoever outside the control
      of
      an Interested Person (as defined in the Security Trust Deed) or any other
      person:

     

    


    
      
        
          
          

        

        
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              (a)

            	
              the
                Issuer does not within 10 Banking Days of the due date, and in the
                specified manner, pay in full any Secured Moneys (except in respect
                of any
                moneys payable under any Payment Funding Facility, Top-up Funding
                Facility
                and Redraw Funding Facility which fall due for payment prior to the
                Repayment Date or payment of interest on Class B Notes unless all
                Class A
                Notes have been repaid);

            


    

     

    
      	
              (b)

            	
              the
                Issuer defaults in fully performing observing and fulfilling any
                material
                obligation in relation to the Securitisation Fund under the Security
                Trust
                Deed or any Secured Document (other than a provision requiring the
                payment
                of money as contemplated by paragraph (a) of this clause or, prior
                to the
                Repayment Date, in respect of any such default under a Payment Funding
                Facility, Top-up Funding Facility and Redraw Funding Facility) and
                such
                default has not been remedied within 10 Banking Days of the Issuer
                receiving notice from the Security Trustee specifying the breach
                and
                requiring the same to be rectified;

            


    

     

    
      	
              (c)

            	
              any
                representation, warranty or statement in relation to the Securitisation
                Fund made, repeated or deemed to be made or repeated in the Security
                Trust
                Deed or in any Secured Document by the Issuer is proved to be untrue
                in
                any material respect when made, repeated or deemed to be made or
                repeated
                (as the case may be) (except, prior to the Repayment Date, in respect
                of
                any representation, warranty or statement made, repeated or deemed
                to be
                made or repeated under the Payment Funding Facility, Top-up Funding
                Facility and Redraw Funding
                Facility);

            


    

     

    
      	
              (d)

            	
              the
                Issuer breaches any material undertaking given at any time to the
                Security
                Trustee in relation to the Securitisation Fund or fails to comply
                with any
                material condition imposed by the Security Trustee in relation to
                the
                Securitisation Fund in agreeing to any matter (including any waiver)
                (except, prior to the Repayment Date, in respect of any breach of
                any
                material undertaking or failure to comply with any material condition
                under the Payment Funding Facility, Top-up Funding Facility and Redraw
                Funding Facility);

            


    

     

    
      	
              (e)

            	
              any
                Insolvency Event occurs in relation to the Issuer other than for
                the
                reconstruction of the Issuer or the Securitisation Fund with the
                prior
                written approval of the Manager and the Security Trustee and provided
                that
                each Designated Rating Agency has confirmed in writing that such
                reconstruction will not have an adverse effect on the rating of the
                Notes;

            


    

     

    
      	
              (f)

            	
              any
                Encumbrance over any Charged Property becomes enforceable or any
                Encumbrance that is a floating security over any Charged Property
                crystallises or otherwise becomes a fixed or specific
                security;

            


    

     

    
      	
              (g)

            	
              any
                investigation into the affairs, or into particular affairs, of the
                Issuer
                in relation to the Securitisation Fund is directed or commenced under
                any
                Statute;

            


    

     

    
      	
              (h)

            	
              any
                Secured Document is, becomes or is claimed by the Issuer or the Manager
                to
                be void, voidable or unenforceable in whole or in any material
                part;

            


    

     

    
      	
              (i)

            	
              the
                Issuer disaffirms, disclaims, repudiates or rejects any Secured Document
                in whole or in any material part;

            


    

     

    
      	
              (j)

            	
              there
                occurs without the prior written approval of the Security Trustee,
                any
                vesting or distribution of any assets of the Securitisation Fund
                other
                than in accordance with the relevant Supplementary Bond Terms
                Notices;

            


    

     

    
      	
              (k)

            	
              any
                material breach of trust in relation to the Securitisation Fund by
                the
                Issuer or the Issuer for any reason loses or ceases to be entitled
                to a
                material extent to its right of indemnity against the assets of the
                Securitisation Fund;

            


    

     

    


    
      
        
          
          

        

        
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              (l)

            	
              as
                a result of the act or omission of the Issuer the assets of the
                Securitisation Fund are materially diminished or made materially
                less
                accessible to the Security Trustee;

            


    

     

    
      	
              (m)

            	
              without
                the prior consent of the Security Trustee, the Securitisation Fund
                is
                wound-up, or the Issuer is required to wind up the Securitisation
                Fund
                under the Master Trust Deed or the applicable law, or the winding
                up of
                the Securitisation Fund commences; and


            


    

     

    
      	
              (n)

            	
              the
                Charge ceases to rank as contemplated by clause 4.2 of the Security
                Trust
                Deed.

            


    

     

    Capitalised
      terms in this Condition 9 have the same meaning given in the Security Trust
      Deed
      unless defined in this document.

     

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

     

    
      
        	 


      

       

    

    
      	
              10

            	
              Enforcement

            


    

     

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

     

    "Voting
      Secured Creditor"
      means:

     

    
      	
              (a)

            	
              with
                respect only to the enforcement of the security under the Security
                Trust
                Deed, for so long as the Secured Moneys of the Class A Noteholders
                and the
                Class B Noteholders each calculated and expressed in the A$ Equivalent
                are
                75% or more of total Secured Moneys calculated and expressed in the
                A$
                Equivalent, the Noteholder Secured Creditors alone;
                and

            


    

     

    
      	
              (b)

            	
              at
                any other time (subject to clause 16.3 of the Security Trust
                Deed):

            


    

     

    
      	 	
              (1)

            	
              the
                Note Trustee, acting on behalf of the Class A Offered Noteholders
                under
                the Note Trust Deed and clause 3 of the Security Trust Deed or, if
                the
                Note Trustee has become bound to take steps and/or to proceed under
                the
                Security Trust Deed and fails to do so within a reasonable time and
                such
                failure is continuing, the Class A Offered Noteholders and then only
                to
                the extent permitted by the Australian Law;
                and

            


    

     

    
      	 	
              (2)

            	
              each
                other Secured Creditor (other than a Class A Offered
                Noteholder).

            


    

     

    


    
      
        
          
          

        

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

     

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

     

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

     

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

     

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

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

            	
              the
                Note Trustee is directed by the Holders of at least 75% of the aggregate
                Invested Amount of Class A Offered Notes calculated and expressed
                in the
                A$ Equivalent.

            


    

     

    Neither
      the Note Trustee nor the Security Trustee will be liable for any decline in
      the
      value, nor any loss realised upon any sale or other dispositions made under
      the
      Security Trust Deed, of any 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
      Secured Moneys or the Class A Offered Notes or relating in any way to the
      Charged Property. Without limitation, neither the Note Trustee nor the Security
      Trustee shall be liable for any such decline or loss directly or indirectly
      arising from its acting, or failing to act, as a consequence of an opinion
      reached by it.

     

    The
      Note
      Trustee shall not be bound to vote under the Security Trust Deed, or otherwise
      direct the Security Trustee under the Security Trust Deed or to take any
      proceedings, actions or steps under, or any other proceedings pursuant to or
      in
      connection with the Security Trust Deed, the Note Trust Deed, any Class A
      Offered Notes, unless directed or requested to do so in writing by Noteholders
      holding at least 75% of the aggregate Invested Amount of Class A Offered Notes
      calculated and expressed in the A$ Equivalent at the time; and then only if
      the
      Note Trustee is indemnified to its satisfaction against all action, proceedings,
      claims and demands to which it may render itself liable and all costs, charges,
      damages and expenses which it may incur by so doing.

     

    


    
      
        
          
          

        

        
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    Only
      the
      Security Trustee may enforce the provisions of the Security Trust Deed and
      neither the Note Trustee nor any Class A Offered Noteholder is entitled to
      proceed directly against the Issuer to enforce the performance of any of the
      provisions of the Security Trust Deed and the Class A Offered Notes (including
      these Class A Offered Note Conditions) unless otherwise as set out in a
      Transaction Document.

     

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

     

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

     

    
      
        	 


      

       

    

    
      	
              11

            	
              Replacement
                of Class A Offered Notes

            


    

     

    If
      any
      Class A Offered Note is lost, stolen, mutilated, defaced or destroyed, it may
      be
      replaced at the specified office of the Principal Paying Agent upon payment
      by
      the claimant of the expenses incurred in connection with that replacement and
      on
      such terms as to evidence and indemnity as the Manager may reasonably require.
      Mutilated or defaced Class A Offered Notes must be surrendered before
      replacements will be issued.

     

    
      	 


    

     

    
      	
              12

            	
              Notices
                

            


    

     

    All
      notices, other than notices given in accordance with the following paragraphs,
      to Class A Offered Noteholders shall be deemed to be given if in writing and
      mailed, first-class, postage prepaid to each Class A Offered Noteholder, at
      his
      or her address as it appears on the Note Register, not later than the latest
      date, and not earlier than the earliest date, prescribed for the giving of
      such
      notice. In any case where notice to Class A Offered 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 Offered Noteholder shall affect the sufficiency
      of such notice with respect to other Class A Offered Noteholders, and any notice
      that is mailed in the manner herein provided shall conclusively be presumed
      to
      have been duly given.

     

    


    
      
        
          
          

        

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

     

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

     

    The
      Manager shall deliver a quarterly servicing report for each Calculation Period
      to each Class A Offered Noteholder on the notice date relating to such
      Calculation Period in the method provided in the first paragraph of this
      Condition 12.

     

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

     

    
      
        	 


      

       

    

    
      	
              13

            	
              Meetings
                of Voting Secured Creditors and Meetings of Class A Offered Noteholders;
                Modifications; Consents;
                Waiver

            


    

     

    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 to direct the Security Trustee to enforce the Security Trust
      Deed.

     

    The
      Note
      Trust Deed contains provisions for convening meetings of Class A Offered
      Noteholders to consider any matter affecting their interests, including the
      directing of the Note Trustee to direct the Security Trustee to enforce the
      security under the Security Trust Deed, or the sanctioning by the Extraordinary
      Resolution of the Class A Offered Noteholders of a modification of the Class
      A
      Offered Notes (including these Class A Offered Note Conditions) or the
      provisions of any of the Transaction Documents, provided that no modification
      of
      certain terms including, among other things, the date of maturity of the Class
      A
      Offered Notes, or a modification which would have the effect of altering the
      amount of interest payable in respect of a Class A Offered Note or modification
      of the method of calculation of the interest payable or of the date for payment
      of interest in respect of any Class A Offered Notes, reducing or cancelling
      the
      amount of principal payable in respect of any Class A Offered Notes or altering
      the majority required to pass an Extraordinary Resolution or altering the
      currency of payment of any Class A Offered Notes or an alteration of the date
      or
      priority of payment of interest on, or redemption of, the Class A Offered Notes
      in the event of a call under Condition 5(i) or 5(j) (any such modification
      being
      referred to below as a "Basic
      Terms Modification")
      shall
      be effective except that, if the Note Trustee is of the opinion that such a
      Basic Terms Modification is being proposed by the Issuer as a result of, or
      in
      order to avoid, an Event of Default, such Basic Terms Modification may be
      sanctioned by Extraordinary Resolution of the Class A Offered Noteholders as
      described below. An Extraordinary Resolution passed by the Class A Offered
      Noteholders shall be binding on all Class A Offered Noteholders. The vote
      required for an Extraordinary Resolution shall be a majority consisting of
      not
      less than 75% of the votes capable of being cast by Voting Secured Creditors
      present in person or by proxy at a duly convened meeting or a written resolution
      signed by all of the Voting Secured Creditors.

     

    The
      Note
      Trust Deed permits the Note Trustee, the Manager and the Issuer to, following
      the giving of not less than 10 Banking Days' notice to each Designated Rating
      Agency, alter, add to or modify, by way of supplementary deed, the Note Trust
      Deed (including the meeting and amendment provisions), the Conditions (subject
      to the proviso more fully described in clause 35.2 of the Note Trust Deed or
      any
      other terms of that deed or the Conditions to which it refers) or any
      Transaction Document so long as that alteration, addition or modification
      is:

     

    


    
      
        
          
          

        

        
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              •

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

            


    

     

    
      	
              •

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

            


    

     

    
      	
              •

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

            


    

     

    
      	
              •

            	
              in
                the reasonable opinion of the Note Trustee neither prejudicial nor
                likely
                to be prejudicial to the interests of the Class A Offered Noteholders
                as a
                whole, and is undertaken in a manner and to the extent, permitted
                by the
                Transaction Documents.

            


    

     

    Where,
      in
      the opinion of the Note Trustee, a proposed alteration, addition or modification
      to the Note Trust Deed, other than an alteration, addition or modification
      referred to above, is prejudicial or likely to be prejudicial to the interests
      of Class A Offered Noteholders as a whole or any Class of Class A Offered
      Noteholders, the Note Trustee, the Manager and the Issuer may make that
      alteration, addition or modification only if sanctioned in writing by holders of
      at least 75% of the aggregate Invested Amount of the Class A Offered Notes
      calculated and expressed in the A$ Equivalent.

     

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

     

    Every
      amendment to the Note Trust Deed must conform to the requirements of the TIA
      as
      then in effect so long as the Note Trust Deed shall be qualified under the
      TIA.

     

    The
      Manager shall distribute to all Class A Offered Noteholders and the Designated
      Rating Agencies a copy of any amendments made under clause 35.1 or 35.2 of
      the
      Note Trust Deed in accordance with Condition 12 as soon as reasonably
      practicable after the amendment has been made.

     

    
      
        	 


      

       

    

    
      	
              14

            	
              Indemnification
                and Exoneration of the Note Trustee and the Security
                Trustee

            


    

     

    
      	
              (a)

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

            


    

     

    


    
      
        
          
          

        

        
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              (b)

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

            


    

     

    
      
        	 


      

       

    

    
      	
              15

            	
              Limitation
                of Liability of the Issuer

            


    

     

    
      	
              (a)

            	
              General

            


    

     

    Clause
      26
      of the Master Trust Deed applies to the obligations and liabilities of the
      Issuer in relation to the Class A Notes.

     

    
      	
              (b)

            	
              Liability
                of issuer limited to its right of indemnity 

            


    

     

    
      	 	
              (1)

            	
              The
                Issuer enters into the Transaction Documents and issues the Notes
                only in
                its capacity as trustee of the Securitisation Fund and in no other
                capacity (except where the Transaction Documents provide otherwise).
                Subject to paragraph (b)(3)
                below, a liability arising under or in connection with the Transaction
                Documents, the Notes or the Securitisation Fund 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 Securitisation Fund
                and
                which are available to satisfy the right of the Issuer to be exonerated
                or
                indemnified for the liability. This limitation of the Issuer's liability
                applies despite any other provision of the Transaction Documents
                and
                extends to all liabilities and obligations of the Issuer in any way
                connected with any representation, warranty, conduct, omission, agreement
                or transaction related to the Transaction Documents, the Notes or
                the
                Securitisation Fund.

            


    

     

    
      	 	
              (2)

            	
              Subject
                to paragraph (b)(3)
                below, no person (including any Relevant Party) may take action against
                the Issuer in any capacity other than as trustee of the Securitisation
                Fund or seek the appointment of a receiver (except under the Security
                Trust Deed), or a liquidator, an administrator or any similar person
                to
                the Issuer or prove in any liquidation, administration or arrangements
                of
                or affecting the Issuer except in relation to the Assets of the
                Securitisation Fund.

            


    

     

     

    


    
      
        
          
          

        

        
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              (3)

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

            


    

     

    
      	 	
              (4)

            	
              It
                is acknowledged that the Relevant Parties are responsible under the
                Transaction Documents for performing a variety of obligations relating
                to
                the Securitisation Fund. No act or omission of the Issuer (including
                any
                related failure to satisfy its obligations under the Transaction
                Documents
                or the Notes) will be considered fraud, negligence or wilful default
                of
                the Issuer for the purpose of paragraph (b)(3)
                of
                this Condition 15 to the extent to which the act or omission was
                caused or
                contributed to by any failure by any Relevant Party or any person
                who has
                been delegated or appointed by the Issuer in accordance with the
                Transaction Documents to fulfil its obligations relating to the
                Securitisation Fund or by any other act or omission of a Relevant
                Party or
                any such person.

            


    

     

    
      	 	
              (5)

            	
              No
                attorney, agent, delegate, receiver or receiver and manager appointed
                in
                accordance with this deed or any other Transaction Documents 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 (b)(3).

            


    

     

    
      	 	
              (6)

            	
              The
                Issuer is not obliged to do or refrain from doing anything under
                the
                Transaction Documents (including incur any liability) unless the
                Issuer's
                liability is limited in the same manner as set out in paragraphs
                (b)(1)
                to
                (b)(5).

            


    

     

    
      	 	
              (7)

            	
              In
                this Condition 15 "Relevant
                Parties"
                means each party to a Transaction Document other than the
                Issuer.

            


    

     

    
      	 	
              (8)

            	
              The
                expression "wilful
                default"
                as used in this Condition 15 is defined in clause 26.6 of the
                Security Trust Deed.

            


    

     

    
      
        	 


      

       

    

    
      	
              16

            	
              Governing
                Law

            


    

     

    The
      Class A2 Notes and the Relevant Documents are governed by, and shall be
      construed in accordance with, the laws of New South Wales, Australia. The
      administration of the Note Trust created under the Note Trust Deed, including
      the exercise of the Note Trustee’s powers under clause 13 of the Note Trust
      Deed, is governed by the law of New York. In the event of any inconsistency
      between the operation of the law of New South Wales, Australia and the law
      of
      New York in respect of the application of those powers, the law of New York
      will
      prevail to the extent of the inconsistency. 

     

    
      
        	 


      

       

    

    
      	
              17

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

            


    

     

    Each
      Class A2 Note will be initially represented by typewritten book-entry notes
      (the “Class A2
      Book-Entry Notes”),
      without coupons, in the principal amount of €500,000,000.The Class A2
      Book-Entry Notes will be registered in the name of The Bank of New York
      Depositary (Nominees) Limited and deposited with the Common Depository in
      respect of the Class A2 Notes on or about the Closing Date. Upon deposit of
      the Class A2 Book-Entry Notes with the Common Depository, the Common
      Depository will credit each investor in the Class A2 Notes with a principal
      amount of Class A2 Notes for which it has subscribed and paid.


     

    


    
      
        
          
          

        

        
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    The
      Class
      A2 Book Entry Notes will be exchangeable for Class A2 Definitive Notes in
      certain circumstances described below.

     

    Each
      person who is shown in the Note Register as the holder of a particular principal
      amount of Class A2 Notes will be entitled to be treated by the Issuer and
      the Note Trustee as a holder of such principal amount of Class A2 Notes and
      the expression "Class A2
      Noteholder"
      shall
      be construed accordingly, but without prejudice to the entitlement of the holder
      of the Class A2 Book-Entry Note to be paid principal and interest thereon
      in accordance with its terms. Such persons shall have no claim directly against
      the Issuer in respect of payment due on the Class A2 Notes for so long as
      the Class A2 Notes are represented by a Class A2 Book-Entry Note and
      the relevant obligations of the Issuer will be discharged by payment to the
      registered holder of the Class A2 Book-Entry Note in respect of each amount
      so paid.

     

    
      	
              (a)

            	
              Payments

            


    

     

    Interest
      and principal on each Class A2 Book-Entry Note will be payable by the
      Principal Paying Agent to the Common Depository provided that no payment of
      interest may be made by the Issuer or any Paying Agent in the Commonwealth
      of
      Australia or their possessions or into a bank account or to an address in the
      Commonwealth of Australia or their possessions.

     

    Each
      of
      the persons appearing from time to time as the beneficial owner of a
      Class A2 Note will be entitled to receive any payment so made in respect of
      that Class A2 Note in accordance with the respective rules and procedures
      of Euroclear or Clearstream, Luxembourg (in respect of the Class A2 Notes).
      Such persons will have no claim directly against the Issuer in respect of
      payments due on the Class A2 Notes which must be made by the holder of the
      relevant Class A2 Book-Entry Note, for so long as such Class A2
      Book-Entry Note is outstanding.

     

    A
      record
      of each payment made on a Class A2 Book-Entry Note, distinguishing between
      any payment of principal and any payment of interest, will be recorded in the
      Note Register by the Note Registrar and such record shall be prima facie
      evidence that the payment in question has been made. 

     

    
      	
              (b)

            	
              Exchange

            


    

     

    The
      Class A2 Book-Entry Notes will be exchangeable for Class A2 Definitive
      Notes only if:

     

    
      	 	
              (1)

            	
              that
                Class A2 Book-Entry Note being a Class A2 Book-Entry Note
                becomes immediately due and repayable by reason of the occurrence
                of an
                Event of Default:

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

            	
              as
                the result of any amendment to, or change in, the laws or regulations
                of
                any jurisdiction or any body politic, or government in any jurisdiction,
                or any minister, department, office, commission, instrumentality,
                agency,
                board, authority or organisation of any government or any corporation
                owned or controlled by any government having power to tax or in the
                interpretation by a revenue authority or a court of, or in the
                administration of, laws or regulations relating to taxation which
                becomes
                effective on or after the first Bond Issue Date, the Issuer or any
                Paying
                Agent is or will be required to make any deduction or withholding
                from any
                payment in respect of any of the relevant Class A2 Notes which would
                not be required were those Class A2 Notes in definitive
                form,

            


    

     

    


    
      
        
          
          

        

        
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    then
      the
      Issuer (with the assistance of the Manager) shall (but subject to Clause 3.4(c)
      of the Note Trust Deed), within 30 days of becoming aware of the occurrence
      of
      the relevant event, but not prior to 40 days after the Bond Issue Date issue
      Class A2 Definitive Notes in exchange for the whole of the outstanding
      interest in that Class A2 Book-Entry Note being a Class A2 Book-Entry
      Note in respect of Class A2 Notes.

     

    Class A2
      Noteowner has the meaning given to it in the Note Trust Deed.

     

    
      	
              (c)

            	
              Notices

            


    

     

    So
      long
      as the Class A2 Notes are represented by the Class A2 Book-Entry Note
      and the same is/are held on behalf of the Clearing Agency, notices to
      Class A2 Noteholders may be given by delivery of the relevant notice to the
      Clearing Agency for communication by the Clearing Agency to entitled account
      holders in substitution for delivery to each Class A2 Noteholder as
      required by the Conditions.

     

    So
      long
      as the Class A2 Notes are listed on the Irish Stock Exchange and the rules
      of the Irish Stock Exchange so require the Manager will inform the Irish Stock
      Exchange if the ratings assigned to the Class A2 Notes as of the Closing
      Date are, at any time, downgraded or withdrawn.

     

    
      	
              (d)

            	
              Cancellation

            


    

     

    The
      Note
      Registrar shall ensure that all Class A2 Notes:

     

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

            	
              in
                the case of any Class A2 Definitive Note, which, being mutilated or
                defaced, have been surrendered and replaced under Condition 11,
                

            


    

     

    shall
      be
      cancelled by or on behalf of the Issuer and will execute a certificate and
      deliver same to the Note Trustee stating:

     

    
      	 	
              (3)

            	
              the
                aggregate Outstanding Principal Balance of Class A2 Notes which have
                been redeemed; and

            


    

     

    
      	 	
              (4)

            	
              the
                serial numbers of such Class A2 Notes in definitive form (where
                applicable).

            


    

     

    


     

    


    
      
        
          
          

        

        
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    Schedule
      5 – Form of Class A1 Definitive
      Notes

     

     

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

     

    THIS
      CLASS A1 DEFINITIVE NOTE IS A GLOBAL BOND FOR THE PURPOSE OF SECTION
      128F(10) OF THE INCOME TAX ASSESSMENT ACT 1936 OF THE COMMONWEALTH OF
      AUSTRALIA

    
       

       

      
        	
                REGISTERED

              	
                ISIN No

              	
                 

              
	 	
                Common
                  Code

              	 


      

       

    

     

    Perpetual
      Limited

    (ABN
      86
      000 431 827)

    (a
      limited liability company incorporated under the law of 

    New
      South
      Wales, Australia)

    in
      its
      capacity as trustee of the 

    SMHL
      Global Fund 2007-1

    US$[                         ]

    Class A1
      Mortgage Backed Floating Rate Notes Due on 

    the
      Payment Date falling in June 2040

     

    This
      Class A1 Definitive Note in respect of a duly authorised issue of Notes of
      Perpetual Limited in its capacity as trustee of the SMHL Global Fund 2007-1
      (the
“Securitisation
      Fund”)
      (the
      "Issuer"),
      designated as specified in the title above (the "Notes"),
      in an
      initial aggregate principal amount of

     

    **
      US$[                         ]
      **

     

    and
      (a)
      constituted by a Master Trust Deed (the "Master
      Trust Deed")
      dated
      4 July 1994 between the Issuer as trustee, and ME Portfolio Management Limited
      (the "Manager")
      as
      amended and restated from time to time, by a Supplementary Bond Terms Notice
      (the "Supplementary
      Bond Terms Notice")
      dated
      29 May, 2007 executed by the Issuer, the Security Trustee (as defined herein),
      The Bank of New York (the note trustee for the time being referred to as the
      "Note
      Trustee")
      as
      trustee for the holders for the time being of the Class A Offered Notes (the
      "Class
      A Offered Noteholders")
      and
      the Manager, and by the Conditions; (b) issued subject to a Note Trust Deed
      dated 29 May, 2007 (the "Note
      Trust Deed")
      between (among others) the Issuer, the Manager, BNY Fund Services (Ireland)
      Limited (the “Irish
      Paying Agent”)
      and
      the Note Trustee; and (c) secured by a Security Trust Deed (the "Security
      Trust Deed")
      dated
      2 May, 2007 between the Issuer, the Manager, the Note Trustee and Perpetual
      Trustee Company Limited (ABN 42 000 001 007) (the "Security
      Trustee",
      which
      expression shall include its successor for the time being as security trustee
      under the Security Trust Deed) (as amended). References to the Conditions (or
      to
      any particular numbered Condition) shall be to the Terms and Conditions of
      the
      Class A1 Notes set out in Schedule 4 to the Note Trust Deed. Terms and
      expressions defined in the Note Trust Deed and the Conditions shall, save as
      expressly stated otherwise, bear the same meanings when used herein.


     

    


    
      
        
          
          

        

        
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    The
      Issuer, in its capacity as trustee of the Securitisation Fund, subject to this
      Class A1 Note and subject to and in accordance with the Conditions and the
      Note Trust Deed promises to pay to the registered holder of this Class A1
      Definitive Note on the Quarterly Payment Date (as defined in Condition 4 of
      this Class A1 Definitive Note) endorsed on this Class A1 Definitive
      Note falling in June 2040 (or on such earlier date(s) as the Invested Amount
      (as
      defined in the Supplementary Bond Terms Notice) of this Class A1 Definitive
      Note (or any part of it) may become repayable in accordance with the Conditions,
      the principal sum of:

     

     

    US$[    
      ]
      ([         ]
      US
      dollars)

     

     

    or
      such
      part of that amount as may be repayable on such date(s) in accordance with
      the
      Conditions, the Supplementary Bond Terms Notice, the Master Trust Deed and
      the
      Note Trust Deed, together with interest on the Invested Amount ) and
      payable in arrears on each Payment Date and such other amounts (if any) as
      may
      be payable, all subject to and in accordance with the Conditions and the
      provisions of the Supplementary Bond Terms Notice, the Master Trust Deed and
      the
      Note Trust Deed.

     

    This
      Class A1 Definitive Note shall not become valid for any purpose unless and
      until the attached Certificate of Authentication has been signed by any
      signatory of the Bank of New York as Principal Paying Agent.

     

    This
      Class A1 Definitive Note is not a document of title. Title shall be
      determined by entry in the Register and only the duly registered holder from
      time to time is entitled to payments in respect of this Class A1 Definitive
      Note.

     

    Terms
      used in this Class A1 Definitive Note and not otherwise defined in it have
      the same meaning as in the Supplementary Bond Terms Notice.

     

    IN
      WITNESS the Issuer has caused this Class A1 Definitive Note to be signed
      [manually/in facsimile] by a person duly authorised on its behalf.

     

    PERPETUAL
      LIMITED in its capacity as trustee of the SMHL Global Fund 2007-1

     

     

    By:
      ______________________________

    Authorised
      Signatory

     

     

    
      
        Date:
          _____________________________


      

    

     

    


    
      
        
          
          

        

        
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    IMPORTANT
      NOTICE:

     

    
      
        

      

    

     

    
      	
              (a)

            	
              The
                Class A1 Notes do not represent deposits or other liabilities of
                Perpetual Limited, ABN 86 000 431 827, or associates of Perpetual
                Limited.
                

            


    

     

    
      	
              (b)

            	
              The
                holding of Class A1 Notes is subject to investment risk, including
                possible delays in repayment and loss of income and principal invested.
                

            


    

     

    
      	
              (c)

            	
              None
                of Perpetual Limited, any associate of Perpetual Limited, the Security
                Trustee, the Note Trustee, the Note Registrar, the Calculation Agent,
                the
                Class A3 Irish Paying Agent or the Paying Agents in any way stands
                behind the capital value and/or performance of the Class A1 Notes or
                the assets of the Securitisation Fund except in the case of the Issuer
                only to the limited extent provided in the Transaction Documents
                for the
                Securitisation Fund.

            


    

     

    
      	
              (d)

            	
              None
                of Perpetual Limited, the Manager, the Security Trustee, the Note
                Trustee,
                the Note Registrar, the Calculation Agent, the Class A3 Irish Paying
                Agent, the Paying Agents, the Euro Currency Swap Provider or, the
                US
                Currency Swap Provider (as defined in the Supplementary Bond Terms
                Notice)
                guarantees the payment of interest or the repayment of principal
                due on
                the Class A1 Notes. 

            


    

     

    
      	
              (e)

            	
              None
                of the obligations of the Issuer or the Manager are guaranteed in
                any way
                by any associate either of them.

            


    

     

    
      	
              (f)

            	
              Without
                limiting the Conditions, the Issuer's liability to make payments
                in
                respect of the Class A1 Notes is limited to its right of indemnity
                from the assets of the Securitisation Fund from time to time available
                to
                make such payments under the Master Trust Deed and Supplementary
                Bond
                Terms Notice. All claims against the Issuer in relation to the
                Class A1 Notes can be enforced against the Issuer only to the extent
                to which it can be satisfied out of the assets of the Securitisation
                Fund
                out of which the Issuer is actually indemnified for the liability
                except
                in the case of (and to the extent of) any fraud, negligence or wilful
                default (as defined in the Master Trust Deed) on the part of the
                Issuer.

            


    

     

    
      	
              (g)

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

            


    

     

    


    
      
        
          
          

        

        
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    CERTIFICATE
      OF AUTHENTICATION

     

    This
      Class A1 Definitive Note is authenticated by The Bank of New York and until
      so authenticated shall not be valid for any purpose. 

     

    THE
      BANK
      OF NEW YORK 

    as
      Principal Paying Agent

     

     

    By:
      ___________________________

     

    


     

    


    
      
        
          
          

        

        
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    PRINCIPAL
      PAYING AGENT

     

     

    THE
      BANK
      OF NEW YORK

    48th
      Floor

    1
      Canada
      Square

    London,
      E14 5AL

    United
      Kingdom

    


     

    and/or
      such other Principal Paying Agent and/or other or further Paying Agents outside
      the United States (subject to Condition 6(b)) and the Commonwealth of Australia
      and/or specified offices outside the United States (subject to Condition 6(b))
      and the Commonwealth of Australia as may from time to time be duly appointed
      by
      the Issuer with the approval of the Note Trustee and notice of which has been
      given to the Class A1 Noteholders.

     

     

    IRISH
      PAYING AGENT

     

     

    BNY
      FUND
      SERVICES (IRELAND) LIMITED

    Guild
      House

    Guild
      Street

    Dublin
      1

    Republic
      of Ireland

     

     

    and/or
      such other Irish Paying Agent that may from time to time be duly appointed
      by
      the Issuer with the approval of the Note Trustee and notice of which has been
      given to the Class A1 Noteholders.

     

    


     

    


     

    


     

    


    
      
        
          
          

        

        
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    Schedule
      6 – Form of Class A2 Definitive
      Notes

     

     

    THIS
      OBLIGATION HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES
      ACT
      OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN CONTRAVENTION OF THAT
      ACT.

     

    THIS
      CLASS A2 NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE
      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S.
      LAW,
      PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
      COMMENCEMENT OF THE OFFERING OF THE CLASS A2 NOTES MAY NOT BE OFFERED,
      RESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES, OR FOR THE
      ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
      SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE LAWS
      OF
      ANY STATE OF THE UNITED STATES.

     

    THIS
      CLASS A2 DEFINITIVE NOTE IS A GLOBAL BOND FOR THE PURPOSE OF SECTION
      128F(10) OF THE INCOME TAX ASSESSMENT ACT 1936 OF THE COMMONWEALTH OF
      AUSTRALIA

     

    
       

      
        	
                REGISTERED

              	
                ISIN No

              	
                 

              
	 	
                Common
                  Code

              	 


      

    

    
 

    Perpetual
      Limited

    (ABN
      86
      000 431 827)

    (a
      limited liability company incorporated under the law of 

    New
      South
      Wales, Australia)

    in
      its
      capacity as trustee of the 

    SMHL
      Global Fund 2007-1

    €[                         ]

    Class A2
      Mortgage Backed Floating Rate Notes Due on 

    the
      Payment Date falling in June 2040

     

    This
      Class A2 Definitive Note in respect of a duly authorised issue of Notes of
      Perpetual Limited in its capacity as trustee of the SMHL Global Fund 2007-1 (the
“Securitisation
      Fund”)
      (the
      "Issuer"),
      designated as specified in the title above (the "Notes"),
      in an
      initial aggregate principal amount of

     

    **
      €[                         ]
      **

     

    and
      (a)
      constituted by a Master Trust Deed (the "Master
      Trust Deed")
      dated
      4 July 1994 between the Issuer as trustee, and ME Portfolio Management Limited
      (the "Manager")
      as
      amended and restated from time to time, by a Supplementary Bond Terms Notice
      (the "Supplementary
      Bond Terms Notice")
      dated
      29 May, 2007 executed by the Issuer, the Security Trustee (as defined herein),
      The Bank of New York (the note trustee for the time being referred to as the
      "Note
      Trustee")
      as
      trustee for the holders for the time being of the Class A Offered Notes (the
      "Class
      A Offered Noteholders")
      and
      the Manager, and by the Conditions; (b) issued subject to a Note Trust Deed
      dated 29 May, 2007 (the "Note
      Trust Deed")
      between (among others) the Issuer, the Manager, BNY Fund Services (Ireland)
      Limited (the “Irish
      Paying Agent”
and
      “Class A3
      Irish Paying Agent”)
      and
      the Note Trustee; and (c) secured by a Security Trust Deed (the "Security
      Trust Deed")
      dated
      2 May, 2007 between the Issuer, the Manager, the Note Trustee and Perpetual
      Trustee Company Limited (ABN 42 000 001 007) (the "Security
      Trustee",
      which
      expression shall include its successor for the time being as security trustee
      under the Security Trust Deed) (as amended). References to the Conditions (or
      to
      any particular numbered Condition) shall be to the Terms and Conditions of
      the
      Class A2 Notes set out in Schedule 4 to the Note Trust Deed. Terms and
      expressions defined in the Note Trust Deed and the Conditions shall, save as
      expressly stated otherwise, bear the same meanings when used herein.


     

    


    
      
        
          
          

        

        
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            Trust Deed SMHL Global Fund 2007-1

        

      

    

    


    The
      Issuer, in its capacity as trustee of the Securitisation Fund, subject to this
      Class A2 Note and subject to and in accordance with the Conditions and the
      Note Trust Deed promises to pay to the registered holder of this Class A2
      Definitive Note on the Payment Date (as defined in Condition 4 of this
      Class A2 Definitive Note) endorsed on this Class A2 Definitive Note
      falling in June 2040 (or on such earlier date(s) as the Invested Amount (as
      defined in the Supplementary Bond Terms Notice) of this Class A2 Definitive
      Note (or any part of it) may become repayable in accordance with the Conditions,
      the principal sum of:

     

     

    €[      
        ]
      ([         ]
      Euros)

     

     

    or
      such
      part of that amount as may be repayable on such date(s) in accordance with
      the
      Conditions, the Supplementary Bond Terms Notice, the Master Trust Deed and
      the
      Note Trust Deed, together with interest on the Invested Amount ) and
      payable in arrears on each Payment Date and such other amounts (if any) as
      may
      be payable, all subject to and in accordance with the Conditions and the
      provisions of the Supplementary Bond Terms Notice, the Master Trust Deed and
      the
      Note Trust Deed.

     

    This
      Class A2 Definitive Note shall not become valid for any purpose unless and
      until the attached Certificate of Authentication has been signed by any
      signatory of the Bank of New York as Principal Paying Agent.

     

    This
      Class A2 Definitive Note is not a document of title. Title shall be
      determined by entry in the Register and only the duly registered holder from
      time to time is entitled to payments in respect of this Class A2 Definitive
      Note.

     

    Terms
      used in this Class A2 Definitive Note and not otherwise defined in it have
      the same meaning as in the Supplementary Bond Terms Notice.

     

    IN
      WITNESS the Issuer has caused this Class A2 Definitive Note to be signed
      [manually/in facsimile] by a person duly authorised on its behalf.

     

    PERPETUAL
      LIMITED in its capacity as trustee of the SMHL Global Fund 2007-1

     

     

    By:
      __________________________

    Authorised
      Signatory

    
      
        
        

      

      
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        Note
          Trust Deed SMHL Global Fund 2007-1

      

    

     

    
 

    
      
        Date:
          _________________________

      

    

    


     

    


    
      
        
          
          

        

        
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    IMPORTANT
      NOTICE:

     

    
      
        

      

    

     

    
      	
              (a)

            	
              The
                Class A2 Notes do not represent deposits or other liabilities of
                Perpetual Limited, ABN 86 000 431 827, or associates of Perpetual
                Limited.
                

            


    

     

    
      	
              (b)

            	
              The
                holding of Class A2 Notes is subject to investment risk, including
                possible delays in repayment and loss of income and principal invested.
                

            


    

     

    
      	
              (c)

            	
              None
                of Perpetual Limited, any associate of Perpetual Limited, the Security
                Trustee, the Note Trustee, the Note Registrar, the Calculation Agent,
                the
                Class A3 Irish Paying Agent or the Paying Agents in any way stands
                behind the capital value and/or performance of the Class A2 Notes or
                the assets of the Securitisation Fund except in the case of the Issuer
                only to the limited extent provided in the Transaction Documents
                for the
                Securitisation Fund.

            


    

     

    
      	
              (d)

            	
              None
                of Perpetual Limited, the Manager, the Security Trustee, the Note
                Trustee,
                the Note Registrar, the Calculation Agent, the Class A3 Irish Paying
                Agent, the Paying Agents, the Euro Currency Swap Provider or, the
                US
                Currency Swap Provider (as defined in the Supplementary Bond Terms
                Notice)
                guarantees the payment of interest or the repayment of principal
                due on
                the Class A2 Notes. 

            


    

     

    
      	
              (e)

            	
              None
                of the obligations of the Issuer or the Manager are guaranteed in
                any way
                by any associate either of them.

            


    

     

    
      	
              (f)

            	
              Without
                limiting the Conditions, the Issuer's liability to make payments
                in
                respect of the Class A2 Notes is limited to its right of indemnity
                from the assets of the Securitisation Fund from time to time available
                to
                make such payments under the Master Trust Deed and Supplementary
                Bond
                Terms Notice. All claims against the Issuer in relation to the
                Class A2 Notes can be enforced against the Issuer only to the extent
                to which it can be satisfied out of the assets of the Securitisation
                Fund
                out of which the Issuer is actually indemnified for the liability
                except
                in the case of (and to the extent of) any fraud, negligence or wilful
                default (as defined in the Master Trust Deed) on the part of the
                Issuer.

            


    

     

    
      	
              (g)

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

            


    

     

    


    
      
        
          
          

        

        
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    CERTIFICATE
      OF AUTHENTICATION

     

    This
      Class A2 Definitive Note is authenticated by The Bank of New York and until
      so authenticated shall not be valid for any purpose. 

     

    THE
      BANK
      OF NEW YORK 

    as
      Principal Paying Agent

     

     

    By:
      _________________________

     

    


     

    


    
      
        
          
          

        

        
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    PRINCIPAL
      PAYING AGENT

     

     

    THE
      BANK
      OF NEW YORK

    48th
      Floor

    1
      Canada
      Square

    London,
      E14 5AL

    United
      Kingdom

     

     

    and/or
      such other Principal Paying Agent and/or other or further Paying Agents outside
      the United States (subject to Condition 6(b)) and the Commonwealth of Australia
      and/or specified offices outside the United States (subject to Condition 6(b))
      and the Commonwealth of Australia as may from time to time be duly appointed
      by
      the Issuer with the approval of the Note Trustee and notice of which has been
      given to the Class A2 Noteholders.

     

     

    IRISH
      PAYING AGENT

     

     

    BNY
      FUND
      SERVICES (IRELAND) LIMITED

    Guild
      House

    Guild
      Street

    Dublin
      1

    Republic
      of Ireland

     

     

    and/or
      such other Irish Paying Agent that may from time to time be duly appointed
      by
      the Issuer with the approval of the Note Trustee and notice of which has been
      given to the Class A2 Noteholders.

     

     

    


    
      
        
          
          

        

        
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    Schedule
      7 – Report on assessment of compliance with Regulation AB
      servicing criteria

     

    


     

    ME
      Portfolio Management Limited

    Level
      16

    360
      Collins Street

    Melbourne
      VIC 3000

    
 

     

    [________________]
      (the "Asserting
      Party")
      is
      responsible for assessing compliance as of June 30, [ ]
      and for
      the period from [  ]
      (date
      of issuance of SMHL Global Fund 2007-1) through June 30, [ ]
      (the
      "Reporting
      Period")
      with
      the servicing criteria set forth in Section 229.1122(d) of the Code of Federal
      Regulations (the "CFR"),
      except for criteria 229.1122(d)[insert
      section numbers in Regulation AB that are not applicable to Asserting
      Party]
      of the
      CFR, which have not been determined pursuant to the transaction documents for
      the SMHL Global Fund 2007-1 to be, and the Asserting Party has concluded are
      not, servicing criteria that the Asserting Party performs, or in which the
      Asserting Party participates, in relation to SMHL Global Fund 2007-1 (the
      "Applicable
      Servicing Criteria").
      This
      assessment of compliance is provided in relation to SMHL Global Fund
      2007-1.

     

    The
      Asserting Party has assessed its compliance with the Applicable Servicing
      Criteria for the Reporting Period and has concluded that the Asserting Party
      has
      complied, in all material respects, with the Applicable Servicing Criteria
      in
      relation to SMHL Global Fund 2007-1.

     

    [____________],
      an independent registered public accounting firm, has issued an attestation
      report on the assessment of compliance with the Applicable Servicing Criteria
      for the Reporting Period as set forth in this assertion.

     

    


     

    [NAME
      OF
      ASSERTING PARTY]

     

    


     

    Date:
      _____________________

     

     

    By:
      

    Name:
      ____________________

     

     

    Title:
      _____________________

     

     

    


    
      
        
          
          

        

        
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    Schedule
      8 – Servicing Criteria to be addressed in assessment of
      compliance

     

     

    
      	
              SERVICING
                CRITERIA

            	
              APPLICABLE
                SERVICING CRITERIA

            
	
              Reference

            	
              Criteria

            	 
	 	
              General
                Servicing Considerations

            	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.

            	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	 
	 	
              Cash
                Collection and Administration

            	 
	
              1122(d)(2)(i)

            	
              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	 
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	 
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	 
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, "federally insured depository institution" with respect
                to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	 


    

    


    
      
        
          
          

        

        
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              SERVICING
                CRITERIA

            	
              APPLICABLE
                SERVICING 

              CRITERIA

            
	
              Reference

            	
              Criteria

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	 
	 	
              Investor
                Remittances and Reporting

            	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the
                Servicer.

            	 
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	 
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	 
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	 


    

    


    
      
        
          
          

        

        
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              SERVICING
                CRITERIA

            	
              APPLICABLE
                SERVICING CRITERIA

            
	
              Reference

            	
              Criteria

            	 
	 	
              Pool
                Asset Administration

            	 
	
              1122(d)(4)(i)

            	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	 
	
              1122(d)(4)(ii)

            	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements

            	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	 
	
              1122(d)(4)(iv)

            	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.

            	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	 


    

    


    
      
        
          
          

        

        
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              SERVICING
                CRITERIA

            	
              APPLICABLE
                SERVICING CRITERIA

            
	
              Reference

            	
              Criteria

            	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.

            	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	 
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 


    

    


    
 

    
      
        
          
          

        

        
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