Exhibit 4.7

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                    National RMBS Trust 2004-1
                    Note Trust Deed

Date:               28 September 2004

Parties:            PERPETUAL TRUSTEE COMPANY LIMITED (ABN
                    42 000 001 007) having an office at Level 7, 9
                    Castlereagh Street, Sydney NSW 2000 in its
                    capacity as trustee of the National RMBS Trust
                    2004-1 ("Issuer Trustee")
                    NATIONAL GLOBAL MBS MANAGER PTY LTD (ABN 36 102 668 226)
                    of Level 24, 500 Bourke Street, Melbourne VIC 3000
                    ("Global Trust Manager")
                    THE BANK OF NEW YORK, NEW YORK, a New York banking
                    corporation acting through its office at 101 Barclay
                    Street, 21W, New York, New York 10286 ("Note Trustee"
                    which expression includes all persons being the trustee of
                    this Note Trust Deed, "Class A-1 Note Registrar" and
                    "Class A-3 Note Registrar")

Recitals:
               A.   The Issuer Trustee wishes to issue, at the direction of
                    the Global Trust Manager, the Offshore Notes.

               B.   The Note Trustee has agreed to act as Note Trustee for the
                    Offshore Noteholders on the terms set out in this deed.

               C.   This deed is an indenture qualified under, and subject to
                    the mandatory provisions of, the Trust Indenture Act 1939
                    ("TIA") of the United States of America, which are
                    incorporated by reference in and made part of this deed.

Operative provisions:

1     Definitions and Interpretation
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Definitions Schedule
               1.1  The following words have these meanings unless the
                    contrary intention appears:

                    Class A-1 Note Owner means a Note Owner (as defined in the
                    Definitions Schedule) in respect of the Class A-1 Notes.

                    Class A-3 Note Owner means a Note Owner (as defined in the
                    Definitions Schedule) in respect of the Class A-3 Notes.

                    Common Depository means the common depository for
                    Euroclear and Clearstream-Luxembourg.

                    Definitions Schedule means the deed called "National RMBS
                    Trusts Definitions Schedule" dated 3 January 2001 and made
                    between the companies described in schedule 1 to that
                    deed.

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                    Depository means, in the case of:

                    (a)  the Class A-1 Notes, the US Depository; and

                    (b)  the Class A-3 Notes, the Common Depository.

                    Note Register has the meaning set out in the Agency
                    Agreement.

                    Note Registrar has the meaning set out in the Agency
                    Agreement.

                    Offshore Noteholders has the meaning set out in the Agency
                    Agreement.

                    Offshore Note Owner means, as the context requires, a
                    Class A-1 Note Owner, a Class A-3 Note Owner or both.

                    Offshore Notes has the meaning set out in the Agency
                    Agreement.

                    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 Trustee or Global Trust Manager on behalf of the
                    Issuer Trustee and who shall be satisfactory to the Issuer
                    Trustee or the Note Trustee, as applicable, and which
                    opinion or opinions shall be addressed to the Issuer
                    Trustee or the Note Trustee, as applicable, and shall be
                    in form and substance satisfactory to the Issuer Trustee
                    and the Note Trustee, as applicable.

                    Supplemental Deed means the deed entitled "National RMBS
                    Trust 2004-1 Supplemental Deed" dated on or about the date
                    of this deed between the Issuer Trustee, the Global Trust
                    Manager and others.

                    Trust means the National RMBS Trust 2004-1.

                    US Depository means each organisation registered as a
                    clearing agency pursuant to section 17A of the Exchange
                    Act that agrees with the Global Trust Manager and the
                    Issuer Trustee to hold Book-Entry Notes (directly or
                    through a nominee or custodian) and initially means DTC.

               1.2  Except to the extent to which words and phrases are
                    otherwise defined in this deed, words and
                    phrases defined in the Definitions Schedule
                    and the Supplemental Deed in respect of the
                    Trust shall bear the same meaning in this
                    deed.  In the event of any inconsistency
                    between a definition in this deed and a
                    definition in the Definitions Schedule, the
                    definitions in this deed will prevail.  In the
                    event of any inconsistency between a
                    definition in the Definitions Schedule and a
                    definition in the Supplemental Deed, the
                    definition in the Supplemental Deed will
                    prevail.  Any amendment to the Definitions
                    Schedule will only apply to this deed if made
                    in accordance with this deed.

               1.3  Clauses 1.2 to 1.5 (inclusive) of the Definitions Schedule
                    are incorporated into this deed as if those
                    clauses were set out in full.

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Interpretation
               1.4  This deed binds the Issuer Trustee, the Global Trust
                    Manager, the Note Trustee and the Offshore
                    Noteholders.

               1.5  By executing this deed, the Note Trustee agrees that terms
                    used in any Transaction Document have the meaning given to
                    them in the Definitions Schedule.

Appointment of the Note Trustee
               1.6  The Note Trustee:

                    (a)  is appointed to act as trustee on behalf of the
                         Offshore Noteholders on the terms and conditions of
                         this deed; and

                    (b)  acknowledges and declares that it:

                         (i)  holds the sum of $10 received on the date of this
                              deed; and

                         (ii) will hold the benefit of the obligations of the
                              Issuer Trustee and the Global Trust Manager under
                              this deed and under other Transaction Documents
                              given in favour of the Note Trustee,

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

Interpretation of provisions incorporated from TIA
               1.7  Where a provision of the TIA is incorporated into this deed
                    in accordance with the TIA (as described in clause 24.5)
                    the following terms used in that provision have the
                    following meanings in this deed:

                    "default" means an Event of Default.

                    "indenture securities" means the Offshore
                    Notes.

                    "indenture security holder" means the Offshore
                    Noteholders.

                    "indenture to be qualified" means this deed.

                    "indenture trustee" or "institutional trustee"
                    means the Note Trustee.

                    "obligor upon the indenture securities" means
                    the Issuer Trustee.

                    "SEC" has the meaning given to that term in the
                    Definitions Schedule.

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

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

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                    (b)  (This Deed): a clause of this deed that, on its face,
                         appears to satisfy or reflect that mandatory
                         provision of the TIA,

                    will be construed and interpreted as a Federal court of
                    the United States of America would construe and interpret
                    the term or expression.

Opinion of Counsel
               1.8  For the purposes of this deed, the Issuer Trustee and the
                    Note Trustee may where necessary seek, and rely
                    conclusively on, any Opinion of Counsel on any matters
                    relating to or connected with the TIA or other matters
                    relating to the Transaction Documents to which it is a
                    party. Where the Issuer Trustee or the Note Trustee elects
                    to seek and has sought the Opinion of Counsel it shall not
                    be required to take any action under this deed unless and
                    until it has received such an Opinion of Counsel. The
                    costs of any such Opinion of Counsel will be an Expense of
                    the Trust.

2     Covenant to Pay
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Covenant to Pay
               2.1  The Issuer Trustee at the direction of the Global Trust
                    Manager shall on any date when any Offshore Note becomes
                    due to be redeemed, in whole or in part, unconditionally
                    pay to or to the order of the Note Trustee in accordance
                    with, and subject to, the terms of the Transaction
                    Documents in same day funds the principal of such Offshore
                    Note becoming due on that date and shall (subject to
                    clause 22, the terms of the Transaction Documents and the
                    Class A Note Conditions) until payment in whole of the
                    principal of the Offshore Note (both before and after
                    judgment) unconditionally pay to or to the order of the
                    Note Trustee interest on the Invested Amount of the
                    Offshore Note as set out in the Class A Note Conditions
                    (subject to clause 2.4), provided that:

                    (a)  payment of any sum due in respect of the Offshore
                         Notes made to a Paying Agent as provided in the
                         Agency Agreement (unless notice in accordance with
                         clause 3 of the Agency Agreement has been given) or
                         to the Note Trustee in accordance with this deed
                         shall to that extent, satisfy such obligation except
                         to the extent that there is failure in the Paying
                         Agent's or the Note Trustee's (as the case may be)
                         subsequent payment to the relevant Offshore
                         Noteholders under the Class A Note Conditions and the
                         Agency Agreement; and

                    (b)  a payment made after the due date shall be deemed to
                         have been made when the full amount due has been
                         received by the Paying Agent or the Note Trustee and
                         notice to that effect has been given to the Offshore
                         Noteholders, except to the extent that there is
                         failure in the Paying Agent's or the Note Trustee's
                         (as the case may be) subsequent payment to the
                         relevant Offshore Noteholders under the Class A Note
                         Conditions and the Agency Agreement.

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Discharge
               2.2  Subject to clause 2.1, any payment to be made in respect
                    of the Offshore Notes by the Issuer Trustee or the Note
                    Trustee may be made as provided in the Class A Note
                    Conditions and any payment so made will (subject to clause
                    2.1) to that extent be a good discharge to the Issuer
                    Trustee or the Note Trustee, as the case may be.

Payment after an Event of Default
               2.3  At any time after an Event of Default has occurred, the
                    Note Trustee may take the actions referred to in clause 3
                    of the Agency Agreement.

Rate of Interest after an Event of Default
               2.4  If the Offshore Notes become immediately due and payable,
                    the rate of interest payable in respect of them shall
                    continue to be calculated by the Calculation Agent in
                    accordance with the Class A Note Conditions (with
                    consequential amendments as necessary) except that the
                    rate of interest need not be published unless the Note
                    Trustee otherwise requires. The first period in respect of
                    which interest shall be so calculable shall commence on
                    the expiry of the Interest Period during which the
                    Offshore Notes become so repayable.

3     Amount, Form and issue of Offshore Notes
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Aggregate Amount and Denomination
               3.1  (a)  The Class A-1 Notes will be issued in minimum
                         denominations of US$100,000 each and multiples of
                         US$10,000 in excess of that amount.

                    (b)  The Class A-3 Notes will be issued in minimum
                         denominations of (euro)100,000 each and multiples of
                         (euro)10,000 in excess of that amount.

Description and Form of Offshore Notes
               3.2  (a)  (Form of Offshore Notes): The Offshore Notes must
                         be serially numbered and typewritten or printed (in the
                         case of Book-Entry Notes) or typewritten, printed,
                         lithographed or engraved or produced by any
                         combination of these methods and with or without
                         steel borders (in the case of Definitive Notes) in
                         the form or substantially in the form set out in
                         Schedules 1 and 2.

                    (b)  (Signing of Offshore Notes): Each Offshore Note must
                         be signed by an Authorised Person or other duly
                         appointed attorney or representative of the Issuer
                         Trustee on behalf of the Issuer Trustee.

                    (c)  (Authentication of Offshore Notes): Each Offshore
                         Note must be authenticated by an Authorised Person or
                         other duly appointed representative of the Class A-1
                         Note Registrar (in the case of the Class A-1 Notes)
                         or the Class A-3 Note Registrar (in the case of the
                         Class A-3 Notes). No Offshore Note will be valid for
                         any purpose unless and until so authenticated.

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                    (d)  (Dating of Offshore Notes): The Offshore Notes must
                         be dated the date of their authentication.

Initial issue as Book-Entry Notes
              3.3   (a)  (Issue as Book-Entry Notes): The Offshore Notes will
                         upon issue be represented by one or more Book-Entry
                         Notes initially registered in accordance with clause
                         4:

                         (i)  in the case of the Class A-1 Notes, in the name of
                              Cede & Co, as nominee of DTC as the initial
                              Depository in respect of the Class A-1 Notes; and

                         (ii) in the case of the Class A-3 Notes, in the name of
                              the nominee of the Common Depository as the
                              initial Depository in respect of the Class A-3
                              Notes.

                    (b)  (Delivery of Book-Entry Notes): The Issuer Trustee
                         must on the date of this deed deliver or procure the
                         delivery of Book-Entry Notes to the Principal Paying
                         Agent as agent for the relevant Depository.

                    (c)  (Rights attaching to Book-Entry Notes): A Book-Entry
                         Note executed and authenticated in accordance with
                         clause 3.2 will constitute binding and valid
                         obligations of the Issuer Trustee. Until a Book-Entry
                         Note has been exchanged pursuant to this deed, it
                         shall in all respects be entitled to the same
                         benefits as a Definitive Note except as specifically
                         provided to the contrary in this deed or the
                         provisions of the Book-Entry Note.

                    (d)  (Exchange etc): Subject to this deed, the procedures
                         relating to the exchange, authentication, delivery,
                         surrender, cancellation, presentation, marking up or
                         down of any Book-Entry Note and any other matters to
                         be carried out by the relevant parties upon exchange
                         of any Book-Entry Note will be made in accordance
                         with the provisions of the Book-Entry Notes and the
                         normal practice of the applicable Depository's
                         nominee, the applicable Note Registrar and the rules
                         and procedures of the Depository from time to time.

                    (e)  (Dealings with Depository): Unless and until the
                         Definitive Notes have been issued to an Offshore Note
                         Owner pursuant to clause 3.4, the following
                         provisions apply:

                         (i)  the Issuer Trustee, the Global Trust Manager, each
                              Agent and the Note Trustee will be entitled to
                              deal with the applicable Depository for all
                              purposes whatsoever (including the payment of
                              principal of and interest on the Offshore Notes
                              and the giving of instructions or directions
                              under this deed) as the absolute holder of the
                              Offshore Notes and none of the Issuer Trustee,
                              the Global Trust Manager, any Agent or the Note
                              Trustee will be affected by notice to the
                              contrary;
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                         (ii) whenever a notice or other communication to the
                              Offshore Noteholders is required under this deed
                              or any other Transaction Document all such
                              notices and communications must be given to the
                              applicable Depository and are not required to be
                              given to the Offshore Note Owners;

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

                         (iv) the Issuer Trustee, the Global Trust Manager,
                              each Agent and the Note Trustee may conclusively
                              rely upon any statement from the applicable
                              Depository or any applicable Clearing Agency
                              Participant as to the votes, instructions or
                              directions it has received from Offshore Note
                              Owners and/or Clearing Agency Participants.

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

Issue of Definitive Notes
              3.4   (a)  (Events leading to exchange):  If:

                         (i)  a Depository advises the Note Trustee in writing
                              that the Depository is no longer willing or
                              able properly to discharge its
                              responsibilities with respect to
                              the relevant Offshore Notes and the
                              Global Trust Manager is unable to
                              locate a qualified successor to act
                              as Depository;

                         (ii) the Global Trust Manager (at its option) advises
                              the Issuer Trustee, the Note Trustee, the Paying
                              Agents and the Depository in writing the
                              Definitive Notes are to be issued in replacement
                              of the Book-Entry Notes; or

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

                         then the Issuer Trustee, on the direction of the
                         Global Trust Manager, must within 30 days of such
                         event instruct the Depository to notify all of the
                         appropriate Offshore Note Owners of the occurrence of
                         any such event and of the availability of Definitive
                         Notes to such Offshore Note Owners requesting the
                         same. The Note Trustee must promptly advise




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                         the Issuer Trustee and the Global Trust Manager upon
                         the occurrence of an event referred to in clause
                         3.4(a)(i) and the Issuer Trustee must promptly advise
                         the Note Trustee and the Global Trust Manager upon
                         the occurrence of an event referred to in clause
                         3.4(a)(iii).

                         Any notices to be given to Offshore Note Owners under
                         this clause 3.4(a) may also be published in the
                         relevant publication referred to in Condition 11, in
                         which event, the Global Trust Manager will arrange
                         for such publication and will promptly notify the
                         Note Trustee.

                    (b)  (Exchange for Definitive Notes): Upon the surrender
                         to the Issuer Trustee of Book-Entry Notes by the
                         applicable Depository following an instruction of the
                         Issuer Trustee pursuant to clause 3.4(a), and the
                         delivery by that Depository of the relevant
                         registration instructions to the Issuer Trustee, the
                         Issuer Trustee must issue and execute and the
                         applicable Note Registrar must authenticate and
                         deliver Definitive Notes of the same aggregate
                         Invested Amount as those Book-Entry Notes, replacing
                         those Book-Entry Notes, in accordance with clause 3.2
                         and the instructions of that Depository. None of the
                         Note Registrar, the Global Trust Manager, the Issuer
                         Trustee or any Agent will be liable for any delay in
                         delivery of such instructions and each such person
                         may conclusively rely on, and will be protected in
                         relying on, such instructions.

                    (c)  (No other entitlement): No other Offshore Note Owner
                         will be entitled to receive a Definitive Note
                         representing such Offshore Note Owner's interest in
                         an Offshore Note, except as provided in this clause
                         3.4.

Indemnity for non-issue of Definitive Notes
               3.5  If the Issuer Trustee is required to issue Definitive
                    Notes following an event specified in clause 3.4 but fails
                    to do so within 30 days of surrender to the Issuer Trustee
                    of the Book-Entry Notes in accordance with clause 3.4 then
                    the Issuer Trustee must, subject to clause 22, indemnify
                    the Note Trustee, the Offshore Noteholders and Offshore
                    Note Owners, and keep them indemnified, against any loss
                    or damage incurred by any of them if the amount received
                    by the Note Trustee, the Offshore Noteholders or Offshore
                    Note Owners, respectively, is less than the amount that
                    would have been received had Definitive Notes been issued.
                    For so long as the Issuer Trustee discharges its
                    obligations under this indemnity, the breach by the Issuer
                    Trustee of the provisions of clause 3.4 shall be deemed to
                    be cured. The Global Trust Manager must promptly advise
                    the Issuer Trustee if it becomes actually aware of the
                    occurrence of the relevant event.

4     Offshore Note Registers
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Maintenance of Offshore Note Registers
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               4.1  The Note Trustee must procure that each Note Register is
                    maintained, and that Offshore Notes are transferred,
                    exchanged, replaced, redeemed and cancelled, all in
                    accordance with the provisions of the Offshore Notes
                    (including the Class A Note Conditions) and the Agency
                    Agreement. If at any time for any reason there ceases to
                    be a person performing the functions of either Note
                    Registrar under the Agency Agreement, the Note Trustee
                    must act as the applicable Note Registrar and perform all
                    of the obligations of such Note Registrar contained in the
                    Agency Agreement.

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

               4.3  (Note Trustee's Obligations): The Note Trustee must
                    preserve, in as current form as is reasonably practicable,
                    the names and addresses of the Offshore Noteholders
                    provided to it pursuant to clause 4.2 or otherwise
                    received by it in any capacity and must comply with its
                    obligations pursuant to section 312(b) of the TIA.

               4.4  (Protection): The Issuer Trustee, the Note Trustee and
                    each Note Registrar will have the protection of section
                    312(c) of the TIA in relation to the disclosure of
                    information in accordance with clause 4.2 and 4.3.

Offshore Note Register Conclusive
               4.5  An Offshore Note is not a certificate of title and the
                    Class A-1 Note Register is the only conclusive evidence of
                    title to the Class A-1 Notes and the Class A-3 Note
                    Register is the only conclusive evidence of title to the
                    Class A-3 Notes.

5     Stamp duties
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                    The Issuer Trustee shall pay any stamp, issue,
                    documentary, registration or other duty or tax duties
                    including interest and penalties, payable in the
                    Commonwealth of Australia, the Australian Capital
                    Territory, the United States of America and Luxembourg in
                    respect of the creation, issue and offering of the
                    Offshore Notes and the execution or delivery of this deed
                    and each other Transaction Document. Subject to clause 22,
                    the Issuer Trustee shall also indemnify the Note Trustee
                    and the Offshore Noteholders from and against all stamp,
                    issue, documentary and other registration taxes paid by
                    any of them in any jurisdiction in connection with any
                    action taken by or on behalf of the Note Trustee or the
                    Offshore Noteholders and Offshore Note Owners to enforce
                    the Issuer Trustee's obligations under this deed or the
                    Offshore Notes.
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6     Application of moneys received by the Note Trustee
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Declaration of Trust
               6.1  All moneys received by the Note Trustee in respect of the
                    Offshore Notes or amounts payable under this deed shall,
                    despite any appropriation of all or part of them by the
                    Issuer Trustee, be held by the Note Trustee on trust to
                    apply them (subject to clause 6.2):

                    (a)  first, in payment of all costs, charges, expenses and
                         liabilities incurred by the Note Trustee (including
                         all fees and remuneration payable to it) in carrying
                         out its functions under this deed;

                    (b)  secondly, pari passu and rateably in payment of any
                         amounts owing in respect of the Offshore Notes; and

                    (c)  thirdly, in payment of any balance to the Issuer
                         Trustee for distribution in accordance with the
                         Master Trust Deed and the Supplemental Deed in
                         respect of the Trust.

                    If the Note Trustee holds any moneys in respect of
                    Offshore Notes which have become void or in respect of
                    which claims have become prescribed, the Note Trustee
                    shall hold them on these trusts.

Accumulation
               6.2  If the amount of the moneys at any time (other than on a
                    Payment Date) available for payment in respect of the
                    Offshore Notes under clause 6.1 is less than 10 per cent
                    of the then $A Equivalent of the aggregate Invested Amount
                    of the Offshore Notes and upon receipt of a written
                    direction from the Global Trust Manager specifying
                    particular investments, the Note Trustee may invest such
                    moneys in Authorised Investments denominated in US$ or
                    Euros until the next Payment Date. The Note Trustee may
                    retain such investments and accumulate the income from
                    them until the earlier of the next Payment Date or when
                    the investments and the accumulations, together with any
                    other funds for the time being under its control and
                    available for such payment, amount to at least 10 per cent
                    of the $A Equivalent of the aggregate Invested Amount of
                    the Offshore Notes then outstanding and then such
                    investments, accumulations and funds (after deduction of,
                    or provision for, any applicable taxes) shall be applied
                    as specified in clause 6.1.

Investment
               6.3  Moneys held by the Note Trustee may be invested in its
                    name or under its control in Authorised Investments in
                    accordance with clause 6.2 or deposited in its name or
                    under its control at such bank or other financial
                    institution which has the Required Credit Rating in US$ or
                    Euros. If that bank or institution is the Note Trustee or
                    a subsidiary, holding or associated company of the Note
                    Trustee, it need only account for an amount of interest
                    equal to the largest amount of interest payable by it on
                    such a deposit to an independent customer. The Note
                    Trustee may at any time vary or transpose any such
                    investments or assets, and shall not be responsible for
                    any resulting loss, whether by depreciation in value or
                    otherwise.
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7     Covenants
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The Issuer Trustee and the Global Trust Manager
               7.1  So long as any Offshore Note is outstanding, each of the
                    Issuer Trustee and the Global Trust Manager severally
                    covenants in favour of the Note Trustee that it:

                    (a)  (Offshore Notes) will comply with all of its
                         obligations under the Offshore Notes (as if the
                         provisions of the Offshore Notes, including the Class
                         A Note Conditions, were set out in full in this
                         deed);

                    (b)  (Transaction Documents):

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

                         (ii) will enforce its rights under the Transaction
                              Documents in a manner consistent with its
                              respective obligations and duties under the
                              Transaction Documents;

                    (c)  (Sarbanes-Oxley) in the case of the Global Trust
                         Manager, use its best endeavours to procure that,
                         each year, an independent public accountant:

                         (i)  conducts an examination of the documents and
                              records relating to the servicing by the
                              Servicer of the Housing Loans which
                              are assets of the Trust during the
                              most recent calendar year ended 30
                              September, which complies with the
                              Uniform Single Attestation Program
                              for Mortgage Bankers issued by the
                              Mortgage Bankers Association of
                              America or similar procedure; and

                         (ii) delivers to the Note Trustee a compliance
                              certificate in a form agreed between the Note
                              Trustee and the Global Trust Manager in respect
                              of that examination, in each case such that the
                              Global Trust Manager is able to comply with its
                              obligations under Section 302 of the United
                              States Sarbanes-Oxley Act of 2002 and Rules
                              13a-14 and 15d-14 of the United States
                              Securities Exchange Act of 1934, provided that
                              in the case of the Trust, the first year in
                              which a certificate or audit report referred to
                              above is deliverable, or an examination is
                              required, will be 2005,

                         or to comply with such applicable laws and
                         regulations which may supercede the above
                         requirements;

                    (d)  (Notice of Event of Default) will notify the Note
                         Trustee in writing promptly on becoming aware of the
                         occurrence of any Event of Default, Global Trust
                         Manager's Default, Servicer Termination Event, Title
                         Perfection Event or Issuer Trustee Default;


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                    (e)  (Certificate of Compliance) will provide to the Note
                         Trustee within 120 days after the end of each
                         financial year of the Trust (commencing on the
                         financial year ending on 30 September 2005):

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

                         (ii) a certificate (which may be part of the
                              certificate referred to in clause 7.1(e)(i))
                              from an Authorised Person of the Issuer Trustee
                              or the Global Trust Manager, as the case may be,
                              stating whether to the best of his or her
                              knowledge in the period since the date of
                              execution of this deed (in the case of the first
                              such certificate) based on a review of the
                              activities referred to in clause 7.1(e)(i) or
                              since the provision of the most recent
                              certificate under this clause 7.1(e)(ii) (in the
                              case of any other such certificate), an Event of
                              Default, Title Perfection Event, Servicer
                              Termination Event, Global Trust Manager's
                              Default or Issuer Trustee Default has occurred
                              and, if any such event has occurred, giving
                              reasonable details of that event;

                    (f)  (notices to Offshore Noteholders) will send to the
                         Note Trustee the form of each notice to be given to
                         Offshore Noteholders and Offshore Note Owners and,
                         once given, two copies of each such notice, such
                         notice to be in a form previously approved by the
                         Note Trustee;

                    (g)  (further acts) will so far as permitted by applicable
                         law, do such further things as may be necessary in
                         the opinion of the Note Trustee to give effect to
                         this deed;

                    (h)  (notice of late payment) will promptly upon request
                         by the Note Trustee, give notice to the Offshore
                         Noteholders of any unconditional payment to the
                         Paying Agent or the Note Trustee of any sum due in
                         respect of the Offshore Notes made after the due date
                         for such payment;

                    (i)  (listing) will, in the case of the Global Trust
                         Manager only, use all reasonable endeavours to
                         maintain the listing of the Offshore Notes on the
                         Luxembourg Stock Exchange but, if it is unable to do
                         so, having used such endeavours, instead use all
                         reasonable

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                                                                            13
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                         endeavours to obtain and maintain a listing of the
                         Offshore Notes on another stock exchange previously
                         approved in writing by the Note Trustee
                         and, if necessary, following that
                         quotation or listing enter into a deed
                         supplemental to this deed to effect any
                         consequential amendments to this deed
                         necessary to comply with the requirements
                         of any such stock exchange;

                    (j)  (change in Agents) will give at least 14 days' prior
                         notice to the Offshore Noteholders of any future
                         appointment, resignation or removal of an Agent or of
                         any change by an Agent of its Specified Office and
                         not make any such appointment or removal without the
                         Note Trustee's prior written approval;

                    (k)  (provision of legal opinions) will, in the case of
                         the Global Trust Manager only, procure the delivery
                         of legal opinions addressed to the Note Trustee in
                         accordance with section 314(b) of the TIA:

                         (i)  on the Closing Date, a legal opinion either
                              stating that the Master Security Trust Deed and
                              the Deed of Charge in respect of the
                              Trust has been properly recorded
                              and filed so as to make effective
                              the Security Interest intended to
                              be created by the Deed of Charge in
                              respect of the Trust, and reciting
                              the details of such action, or
                              stating that no such action is
                              necessary to make such Security
                              Interest effective; and

                         (ii) within 120 days after the end of each financial
                              year of the Trust (commencing on the financial
                              year ending in 30 September 2005), a legal
                              opinion either stating that such action has been
                              taken with respect to the recording, filing,
                              re-recording (if any) and re-filing (if any) of
                              the Deed of Charge in respect of the Trust as is
                              necessary to maintain the Security Interest
                              created by such Deed of Charge, and reciting the
                              details of such action or stating that no such
                              action, is necessary to maintain such Security
                              Interest;

                    (l)  (Change of Global Trust Manager) will, in the case of
                         the Issuer Trustee only, promptly notify the Note
                         Trustee of any retirement or replacement of the
                         Global Trust Manager pursuant to clause 15 of the
                         Master Trust Deed and of the appointment of a
                         replacement Global Trust Manager;

                    (m)  (Offshore Notes held by Issuer Trustee etc) will, in
                         the case of the Issuer Trustee only, send to the Note
                         Trustee as soon as practicable after being so
                         requested by the Note Trustee a certificate of the
                         Issuer Trustee signed by an Authorised Person of the
                         Issuer Trustee stating the number of Offshore Notes
                         held or issued at the date of such certificate by or
                         on behalf of the Issuer Trustee;

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                                                                            14
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                    (n)  (books of account) will, in the case of the Issuer
                         Trustee only, keep proper books of account and, at
                         any time after an Event of Default has occurred or if
                         the Note Trustee has actual knowledge that such an
                         event has occurred, so far as permitted by applicable
                         law, allow the Note Trustee and anyone appointed by
                         it, access to the books of account of the Issuer
                         Trustee at all times during normal business hours;

                    (o)  (financial statements etc) will, in the case of the
                         Global Trust Manager only, send to the Note Trustee
                         at the time of their issue and in the case of annual
                         financial statements in any event within 180 days of
                         the end of each financial year two copies in English
                         of the Trust's accounts and every notice, statement
                         or circular issued, or which legally or contractually
                         should be issued, to the members or creditors (or any
                         class of them) of the Trust in their capacity as
                         such; and

                    (p)  (United States trade or business covenant) in respect
                         of the Global Trust Manager only, it will not direct
                         the Issuer Trustee to:

                         (i)  engage in any activities in the United States
                              (directly or through its agents);

                         (ii) do anything that would cause the Trust to derive
                              any income from sources within the United States
                              (as determined under U.S. federal income tax
                              principles); and

                        (iii) hold any mortgaged property that would cause the
                              Trust to be engaged or deemed to be engaged in a
                              trade or business within the United States (as
                              determined under U.S. federal income tax
                              principles).

Covenants between Issuer Trustee and Global Trust Manager
               7.2  (a)  (Obligations of Global Trust Manager):
                         Without limiting any other obligations of the Global
                         Trust Manager pursuant to any Transaction Document,
                         the Global Trust Manager covenants in favour of the
                         Issuer Trustee to prepare and submit to the Issuer
                         Trustee all documents required to be filed with or
                         submitted to the SEC or the Luxembourg Stock Exchange
                         by the Issuer Trustee in relation to the Offshore
                         Notes, the Trust or this deed at least, where
                         possible, 5 Business Days before such filing or
                         submission is required and to take such other actions
                         as may reasonably be taken by the Global Trust
                         Manager to perform or ensure the performance by the
                         Issuer Trustee of its obligations under the TIA or
                         the Exchange Act or the listing rules of the
                         Luxembourg Stock Exchange in relation to the Offshore
                         Notes, the Trust or this deed. No breach by the
                         Issuer Trustee of any obligation under the TIA, the
                         Exchange Act, the listing rules of the Luxembourg
                         Stock Exchange or this deed will be considered to be
                         fraudulent, negligent or breach of trust for the


<PAGE>

                                                                            15
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                         purposes of clause 23.3 to the extent that it results
                         from a breach by the Global Trust Manager of this
                         clause 7.2(a).

                    (b)  (Obligation of Issuer Trustee): Subject to compliance
                         by the Global Trust Manager with clause 7.2(a), the
                         Issuer Trustee covenants in favour of the Global
                         Trust Manager to sign all documents and do all things
                         reasonably requested by the Global Trust Manager in
                         relation to the compliance by the Issuer Trustee or
                         the Global Trust Manager of its obligations under the
                         TIA, the Exchange Act or the listing rules of the
                         Luxembourg Stock Exchange in relation to the Offshore
                         Notes, the Trust or this deed.

8     Enforcement
------------------------------------------------------------------------------
Actions following Event of Default
               8.1  If an Event of Default has occurred in respect of the
                    Trust, the Note Trustee must:

                    (a)  (Notify Offshore Noteholders): notify each Offshore
                         Noteholder and such other persons as are specified in
                         section 313(c) of the TIA of the Event of Default in
                         respect of the Trust, as the case may be, within 90
                         days, or such shorter period as may be required by
                         the rules of any stock exchange on which the Offshore
                         Notes are listed, after the occurrence of the Event
                         of Default in respect of the Trust provided that,
                         except in the case of a default in payment of
                         principal or interest on any Offshore Note, the Note
                         Trustee may withhold such notice if and so long as
                         its Authorised Persons in good faith determine that
                         withholding the notice does not materially prejudice
                         the interests of the Offshore Noteholders;

                    (b)  (Determine whether to Seek Directions): if a meeting
                         of Voting Secured Creditors is to be held under the
                         Master Security Trust Deed, determine in its absolute
                         discretion whether it proposes to seek directions
                         from the Offshore Noteholders as to how to vote at
                         that meeting and, if so, whether it proposes to
                         instruct the Security Trustee to delay the holding of
                         that meeting while it obtains such directions from
                         the Offshore Noteholders; and

                    (c)  (Vote at Meeting of Voting Secured Creditors):
                         subject to clause 8.5, vote at any meeting of Voting
                         Secured Creditors held under the Master Security
                         Trust Deed. Any such votes by the Note Trustee must
                         be exercised for or against any proposal at the
                         meeting of Voting Secured Creditors in the same
                         proportion as that of the aggregate Invested Amounts
                         of the Offshore Notes held by Offshore Noteholders
                         who have directed the Note Trustee to vote for or
                         against such a proposal.

               8.2  In addition to the above provisions of this clause 8, and
                    for avoidance of doubt, the Note Trustee also has the
                    power, subject to clause 23 and to the Master Security
                    Trust Deed:
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                                                                            16
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                    (a)  (enforce following default) in the event of a default
                         in repayment of the principal or payment of interest
                         by the Issuer Trustee in respect of any Offshore Note
                         when and as the same shall become due and payable,
                         which default has continued for a period of 10 days,
                         to recover judgment, in its own name and as the Note
                         Trustee, against the Issuer Trustee upon the Offshore
                         Notes for the whole amount of such principal and
                         interest remaining unpaid;

                    (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 Offshore Noteholders allowed in any
                         judicial proceedings in relation to the Issuer
                         Trustee upon the Offshore Notes, the Secured
                         Creditors in relation to the Trust or the Assets of
                         the Trust;

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

                    (d)  (enforce rights) if an Event of Default occurs in
                         respect of the Trust and is subsisting, to proceed to
                         protect and enforce its rights and the rights of the
                         Offshore 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 8.2 is to be construed as
                    requiring the Note Trustee to take any such action unless
                    it has been directed to do so by the Offshore Noteholders
                    and has been indemnified or put in funds to its
                    satisfaction by the Offshore Noteholders against any
                    liability that it may incur as a result of taking such
                    action.

Evidence of default
               8.3  If the Security Trustee or the Note Trustee takes any
                    action against the Issuer Trustee to enforce any of the
                    provisions of any Offshore Notes or this deed, proof that:

                    (a)  as regards any Offshore Note, the Issuer Trustee has
                         not paid any principal or interest due in respect of
                         that Offshore Note shall (unless the contrary is
                         proved) be sufficient evidence that the Issuer
                         Trustee has not paid that principal or interest on
                         all other Offshore Notes in respect of which the
                         relevant payment is then due; and

                    (b)  as regards any Interest Amount, the Issuer Trustee
                         has not paid any interest due in respect of that
                         Interest Amount shall (unless the contrary is proved)
                         be sufficient evidence that the Issuer Trustee has
                         not paid that interest on all other Interest Amounts
                         in respect of which the relevant payment is then due.
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                                                                            17
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Overdue interest
               8.4  The rates of interest payable in respect of any Offshore
                    Note which has become due and repayable in full and which
                    has not been repaid shall be calculated at three-monthly
                    intervals, commencing on the expiry of the Interest Period
                    during which the Offshore Note became due and repayable in
                    accordance with the provisions of Condition 6.4, except
                    that no notices need be given to Offshore Noteholders in
                    relation to that interest.

Restrictions on enforcement
               8.5  If any of the Offshore Notes remain outstanding and are
                    due and payable otherwise than by reason of a default in
                    payment of any amount due on the Offshore Notes, the Note
                    Trustee must not vote under the Master Security Trust Deed
                    to, or otherwise direct the Security Trustee to, dispose
                    of the Secured Property in respect of the Trust or consent
                    to the Security Trustee so disposing unless either:

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

                    (b)  the Note Trustee is of the opinion, reached after
                         considering at any time and from time to time the
                         advice of a merchant bank or other financial adviser
                         selected by the Note Trustee in its absolute
                         discretion, that the cash flow receivable by the
                         Issuer Trustee (or the Security Trustee under the
                         Master 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 Trustee, to discharge in full in due course
                         all the amounts referred to in paragraph (a).

Liability for Enforcement
               8.6  Subject to clauses 12, 14.3, 14.5 and the mandatory
                    provisions of the TIA, the Note Trustee will not be liable
                    for any decline in the value, nor any loss realised upon
                    any sale or other dispositions made under the Master
                    Security Trust Deed and the Deed of Charge in respect of
                    the Trust, of any Secured Property in respect of the Trust
                    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 Trustee or any third party
                    in respect of the Issuer Trustee or the Offshore Notes or
                    relating in any way to the Secured Property except where
                    caused by its fraud, negligence or wilful default. Without
                    limitation, the Note Trustee shall not be liable for any
                    such decline or loss directly or indirectly arising from
                    its acting, or failing to act, as a consequence of an
                    opinion reached by it in good faith based on advice
                    received by it in accordance with clause 8.5.

               8.7  Neither the Security Trustee nor the Note Trustee will be
                    liable for any loss, expense or liability which may be
                    suffered as a result of any assets secured by the Master
                    Security Trust Deed and the Deed of Charge in respect of
                    the Trust, the Secured Property or any deeds or documents
                    of


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                                                                            18
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                    title thereto being uninsured or inadequately insured
                    or by clearing organisations or their operator or by any
                    person on behalf of the Security Trustee or the Note
                    Trustee, except where caused by its fraud, negligence or
                    breach of trust (in the case of the Security Trustee) or
                    wilful default (in the case of the Note Trustee).

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

9     Proceedings
------------------------------------------------------------------------------
Acting only on direction
               9.1  (a)  Subject to paragraph (b), the Note
                         Trustee may but shall not be bound to
                         vote under the Master Security Trust Deed
                         and the Deed of Charge in respect of the
                         Trust, or otherwise direct the Security
                         Trustee under the Master Security Trust
                         Deed and the Deed of Charge in respect of
                         the Trust, or take any proceedings,
                         actions or steps under, or any other
                         proceedings pursuant to or in connection
                         with, the Master Security Trust Deed and
                         the Deed of Charge in respect of the
                         Trust, this deed or any Offshore Notes
                         unless directed or requested to do so by
                         an Extraordinary Resolution of the
                         Offshore Noteholders 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)  So long as any of the Offshore Notes remain
                         outstanding, the Note Trustee shall not, and shall
                         not be bound to, act at the request or direction of
                         any Offshore Noteholders other than the Offshore
                         Noteholders under paragraph (a) unless the relevant
                         action is sanctioned by an Extraordinary Resolution
                         of the Offshore Noteholders.

                    (c)  If the Note Trustee is entitled to vote at any
                         meeting of the Voting Secured Creditors on behalf of
                         the Offshore Noteholders, the Note Trustee must vote
                         in accordance with the directions of the Offshore
                         Noteholders and otherwise in its absolute discretion.
                         In acting in accordance with the directions of the
                         Offshore Noteholders, the Note Trustee must exercise
                         its votes for or against any proposal to be put to a
                         meeting in the same proportion as that of the
                         aggregate Invested Amounts of the Offshore
                         Noteholders who have directed the Note Trustee to
                         vote for or against that proposal.

Security Trustee acting
               9.2  Only the Security Trustee may enforce the provisions of
                    the Master Security Trust Deed and the Deed of Charge in
                    respect of the Trust and neither the Note Trustee nor any
                    Offshore Noteholder is entitled to proceed directly
                    against the Issuer Trustee to enforce the performance of




<PAGE>

                                                                            19
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                    any of the provisions of the Deed of Charge, the Master
                    Security Trust Deed or the Offshore Notes (including the
                    Class A Note Conditions) except that if the Security
                    Trustee, having become bound to take steps and/or to
                    proceed under the Master Security Trust Deed and the Deed
                    of Charge in respect of the Trust, fails to do so within 7
                    Business Days and such failure is continuing, the Note
                    Trustee (or failing the Note Trustee, the Offshore
                    Noteholders) may proceed directly against the Issuer
                    Trustee but then only if and to the extent the Note
                    Trustee (or the Offshore Noteholders, as the case may be)
                    is able to do so under Australian law.

Note Trustee alone entitled to act
               9.3  Only the Note Trustee may:

                    (a)  direct the Security Trustee to enforce the provisions
                         of the Master Security Trust Deed and the Deed of
                         Charge in respect of the Trust or otherwise; or

                    (b)  enforce the provisions of this deed or the Offshore
                         Notes (including the Class A Note Conditions),

                    and no Offshore Noteholder is entitled to take any of the
                    above actions or to proceed directly against the Note
                    Trustee to enforce the performance of any of the
                    provisions of this deed or the Offshore Notes (including
                    the Class A Note Conditions) except that if the Note
                    Trustee, having become bound to take steps and/or proceed
                    under clause 8, this clause 9 and/or the Master Security
                    Trust Deed and the Deed of Charge in respect of the Trust,
                    fails to do so within a reasonable time and such failure
                    is continuing, the Offshore Noteholders may take such
                    steps and/or proceedings directly but then only if and to
                    the extent the Offshore Noteholders are able to do so
                    under Australian law.

10    Remuneration and indemnification of the Note Trustee
-----------------------------------------------------------------------------
Normal remuneration
               10.1 So long as any Offshore Note is outstanding, the Issuer
                    Trustee shall pay the Note Trustee a fee as remuneration
                    for its services as note trustee, in an amount equal to
                    such sum on such dates in each case as may be agreed in
                    writing from time to time with the Issuer Trustee and the
                    Global Trust Manager. Such remuneration shall accrue from
                    day to day from the date of this deed until the Trust is
                    terminated.

Extra remuneration
               10.2 At any time after the Issuer Trustee has failed to pay any
                    sums due under the Offshore Notes, or if the Note Trustee
                    undertakes duties which it considers necessary or
                    expedient under this deed, or is requested by the Issuer
                    Trustee to undertake duties, and in either case which they
                    both agree to be of an exceptional nature or otherwise
                    outside the scope of the Note Trustee's normal duties
                    under this deed, the Issuer Trustee shall pay such
                    additional remuneration as they may agree or, failing
                    agreement as to any of the matters in this clause 10.2 (or
                    as to such sums referred to in clause 10.2), as determined
                    by a merchant or investment bank (acting as an expert and
                    not as arbitrator)


<PAGE>

                                                                            20
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                    selected by the Note Trustee and approved by the Issuer
                    Trustee or, failing such approval, nominated by the
                    President for the time being of the New South Wales Law
                    Society. The expenses involved in such nomination and such
                    merchant bank's fee shall be paid by the Issuer Trustee.
                    The determination of such merchant or investment bank
                    shall be conclusive and binding on the Issuer Trustee, the
                    Note Trustee and the Offshore Noteholders.

Expenses
               10.3 The Issuer Trustee shall also, on each Payment Date, pay
                    all costs, charges, liabilities and expenses properly
                    incurred by the Note Trustee (except for any overhead or
                    general operating expenses incurred by the Note Trustee)
                    in the preparation and execution of this deed and the
                    performance of its functions under this deed including,
                    but not limited to, legal expenses in connection with any
                    legal proceedings properly brought by the Note Trustee
                    against the Issuer Trustee to enforce any provision of
                    this deed, the Offshore Notes, and any stamp, documentary,
                    registration or other taxes or duties including any GST
                    paid by the Note Trustee in connection with those
                    documents and its supply of services.

Indemnity
               10.4 Subject to clause 22, the Issuer Trustee shall indemnify
                    the Note Trustee in respect of all liabilities and
                    expenses properly incurred by it or by anyone appointed by
                    it or to whom any of its functions may be delegated by it
                    in the carrying out of its functions and against any loss,
                    liability, cost, claim, action, demand or expense
                    (including, but not limited to, all proper costs, charges
                    and expenses paid or incurred in disputing or defending
                    any of the foregoing) which any of them may incur or which
                    may be made against any of them arising out of or in
                    relation to or in connection with, its appointment or the
                    exercise of its functions.

Continuing effect
               10.5 Clauses 10.3 and 10.4 will continue in full force and
                    effect as regards the Note Trustee even if it no longer is
                    Note Trustee.

Supplemental Deed
               10.6 Amounts payable to the Note Trustee under this clause 10
                    will be paid in accordance with the order of payments set
                    out in clause 14 of the Supplemental Deed and will be
                    limited to any such amounts available to be distributed on
                    a Payment Date under clause 14 of the Supplemental Deed.

11    Supplemental Provisions
------------------------------------------------------------------------------
Liability to Account
               11.1 The Note Trustee is under no obligation to account to any
                    Interested Person for any moneys received pursuant to this
                    deed or any other Transaction Document other than those
                    received by the Note Trustee from the Issuer Trustee 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 Interested Person or

<PAGE>

                                                                            21
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                    any other 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.

Offshore Notes
               11.2 The Note Trustee is not responsible for the receipt or
                    application of the proceeds of issue of any of the
                    Offshore Notes or (except when acting as the applicable
                    Note Registrar and to the extent specifically provided in
                    this deed or the Agency Agreement) for the exchange,
                    transfer or cancellation of any Note.

Advice
               11.3 The Note Trustee may act on the opinion or advice of, or
                    information obtained from, any expert (including any
                    lawyer, valuer, accountant, banker, broker, credit-rating
                    agency or lead manager) and shall not be responsible to
                    anyone for any loss occasioned by so acting to the extent
                    it conforms with any applicable requirements of this deed
                    or the TIA. Any such opinion, advice or information may be
                    sent or obtained by letter, telex, telegraph, electronic
                    mail, cable or fax and the Note Trustee shall not be
                    liable to anyone for acting in good faith on any opinion,
                    advice or information purporting to be conveyed by such
                    means even if it contains some error or is not authentic.

Note Trustee to assume performance
               11.4 The Note Trustee need not notify anyone of the execution
                    of this deed or any other Transaction Document or any
                    transaction contemplated by them or do anything to find
                    out if an Event of Default has occurred in respect of the
                    Trust. Until it has actual knowledge or express notice to
                    the contrary, the Note Trustee may assume that no such
                    event has occurred and that the Issuer Trustee and each
                    other party to the Transaction Documents is performing all
                    its obligations under this deed and the Offshore Notes.

Resolutions of Offshore Noteholders
               11.5 The Note Trustee shall not be responsible for having acted
                    in good faith on a resolution purporting to have been
                    passed at a meeting of Offshore Noteholders in respect of
                    which minutes have been made and signed even if it is
                    later found that there was a defect in the constitution of
                    the meeting or the passing of the resolution or that the
                    resolution was not valid or binding on the Offshore
                    Noteholders.

Reliance
               11.6 Subject to clause 14.2(b), 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:

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

<PAGE>

                                                                            22
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                    (b)  any information or statement provided to it in
                         relation to the Offshore Notes, the Offshore
                         Noteholders or the Offshore Note Owners by the
                         applicable Depository or its nominee;

                    (c)  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, opinion or statement given pursuant to
                         or in relation to this deed, the Master Security
                         Trust Deed, the Deed of Charge in respect of the
                         Trust, the Master Trust Deed or the Supplemental Deed
                         in respect of the Trust provided the Note Trustee
                         shall examine, where applicable, the evidence
                         furnished to it pursuant to any provision of this
                         deed to determine whether or not such evidence
                         conforms to the requirements of this deed;

                    (d)  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

                    (e)  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 subclauses (a) to (e) is
                    incorrect or incomplete.

Certificate signed by Authorised Person
               11.7 If the Note Trustee, in the exercise of its functions,
                    requires to be satisfied or to have information as to any
                    fact or the expediency of any act, it may call for and
                    accept as sufficient evidence of that fact or the
                    expediency of that act a certificate signed by two
                    Authorised Persons of the Issuer Trustee or the Global
                    Trust Manager as to that fact or to the effect that, in
                    their opinion, that act is expedient and the Note Trustee
                    need not call for further evidence and shall not be
                    responsible for any loss occasioned by acting on such a
                    certificate. Nothing in this clause 11.7 is to be
                    construed as either limiting the Note Trustee's right to
                    call for such evidence, in its discretion, and to exercise
                    its powers under this deed so to do or permitting the Note
                    Trustee to rely on evidence of compliance with conditions
                    precent where such reliance is not permitted by section
                    314 of the TIA.

Signatures
               11.8 The Note Trustee may rely in good faith on the validity of
                    any signature on any Note, transfer, form or application
                    or other instrument or document unless the Note Trustee
                    has reason to believe that the signature is not genuine.
                    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 whose
                    signature it purports to be or on whose behalf it purports
                    to be made.

Deposit of documents
               11.9 The Note Trustee may deposit this deed and any other
                    documents with any bank or entity whose business includes
                    the safe custody of


<PAGE>

                                                                            23
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                    documents or with any lawyer or firm of lawyers believed
                    by it to be of good repute and may pay all sums due in
                    respect thereof.

Discretion
              11.10 The Note Trustee shall have absolute and uncontrolled
                    discretion as to the exercise of its functions and shall
                    not be responsible for any loss, liability, cost, claim,
                    action, demand, expense or inconvenience which may result
                    from their exercise or non-exercise except where it arises
                    from the Note Trustee's fraud, negligence or wilful
                    default.

Agents
              11.11 Whenever it considers it expedient in the interests of the
                    Offshore Noteholders, the Note Trustee may, in the conduct
                    of its trust business, instead of acting personally,
                    employ and pay an agent selected by it, whether or not a
                    lawyer or other professional person, to transact or
                    conduct, or concur in transacting or conducting, any
                    business and to do or concur in doing all acts required to
                    be done by the Note Trustee (including the receipt and
                    payment of money). The Note Trustee remains liable for the
                    acts or omissions of an agent except where the Note
                    Trustee has acted in good faith and without negligence or
                    wilful default in relation to the appointment of the
                    agent. The Note Trustee is not bound to supervise the
                    proceedings or acts of any such agent.

Delegation
              11.12 Whenever it considers it expedient in the interests of the
                    Offshore Noteholders, the Note Trustee may delegate to any
                    person on any terms (including power to sub-delegate) all
                    or any of its functions. The Note Trustee remains liable
                    for the acts or omissions of a delegate except where the
                    Note Trustee has acted in good faith and without
                    negligence or wilful default in relation to the
                    appointment of the delegate. The Note Trustee shall not
                    have any obligation to supervise such delegate or be
                    responsible for any loss, liability, cost, claim, action,
                    demand or expense incurred by reason of any misconduct or
                    default by any such delegate or sub-delegate.

Application to Court
              11.13 The Note Trustee may, whenever it thinks it expedient in
                    the interests of the Offshore 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 in
                    respect of the Trust and assent to or approve any
                    applications of any Offshore Noteholder, the Issuer
                    Trustee or the Global Trust Manager.

Interests of Offshore Noteholders
              11.14 In connection with the exercise by it of any of its
                    trusts, powers, authorities and discretions under this
                    deed or any other Transaction Document (including, without
                    limitation, any modification, waiver, authorisation or
                    determination), the Note Trustee must where it is required
                    to have regard to the interests of the Offshore
                    Noteholders, have regard to the general interests of the
                    Offshore Noteholders. The Note Trustee will not incur any
                    liability to any Offshore Noteholder as a result of the
                    Note Trustee giving effect to this clause 11.
<PAGE>

                                                                            24
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Assumption as to Prejudice
              11.15 The Note Trustee is entitled to assume, for the purposes
                    of exercising any power, trust, authority, duty or
                    discretion under or in relation to the Offshore Notes,
                    this deed or any other Transaction Document in respect of
                    the Trust, that such exercise will not be materially
                    prejudicial to the interest of the Offshore Noteholders if
                    each Current Rating Agency has confirmed in writing that
                    such exercise will not result in the reduction,
                    qualification or withdrawal of the credit rating then
                    assigned by it to the Offshore Notes (but nothing in this
                    clause 11.15 is to be construed as requiring the Note
                    Trustee to obtain such confirmation).

Ratings
              11.16 Except as otherwise provided in this deed or any other
                    Transaction Document in respect of the Trust, the Note
                    Trustee has no responsibility for the maintenance of any
                    rating of the Offshore Notes by any Current Rating Agency
                    or any other person.

Validity of Transaction Documents
              11.17 The Note Trustee is not responsible for the execution,
                    delivery, legality, effectiveness, adequacy, genuineness,
                    validity, performance, enforceability, admissibility in
                    evidence, form or content of this deed or any other
                    Transaction Document in respect of the Trust (other than
                    the execution and delivery by it of this deed and each
                    other Transaction Document in respect of the Trust to
                    which it is expressed to be a party and the performance of
                    those obligations expressed to be binding on it under this
                    deed and such Transaction Documents) and is not liable for
                    any failure to obtain any licence, consent or other
                    authority for the execution, delivery, legality,
                    effectiveness, adequacy, genuineness, validity,
                    performance, enforceability or admissibility in evidence
                    of this deed or any other Transaction Document in respect
                    of the Trust except 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 in respect of the Trust (and
                    is entitled to assume the accuracy and correctness
                    thereof).

Defect in Security
              11.18 The Note Trustee is not bound or concerned to examine or
                    enquire into nor is it liable for any defect in or failure
                    to perfect any Security Interest created or purported to
                    be created by the Master Security Trust Deed or the Deed
                    of Charge in respect of the Trust and the Note Trustee may
                    accept without enquiry, requisition or objection such
                    title as the Security Trustee may have to the Secured
                    Property in respect of the Trust or any part thereof from
                    time to time and shall not be bound to investigate or make
                    any enquiry into the title of the Security Trustee or the
                    Secured Property in respect of the Trust or any part
                    thereof from time to time.

Offshore Noteholders Responsible
              11.19 Each Offshore 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 Trustee and the
                    Trust and the Note Trustee does not at any time have


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                                                                            25
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                    any responsibility for the same and no Offshore Noteholder
                    may rely on the Note Trustee in respect of such appraisal
                    and investigation.

Limit on Obligation
              11.20 No provision of this deed or any other Transaction
                    Document requires the Note Trustee to do anything which
                    may be contrary to any applicable law or regulation or to
                    expend or risk its own funds or otherwise incur any
                    financial liability in the performance of any of its
                    duties, or in the exercise of any of its rights or powers,
                    if it shall have reasonable grounds for believing that
                    repayment of such funds or full indemnity against such
                    risk or liability is not assured to it. Except for the
                    obligations imposed on it under this deed, the Offshore
                    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.

No liability for breach
              11.21 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 Trustee of its duties as trustee
                    of the Trust of which the Note Trustee is not actually
                    aware or in respect of any Event of Default in respect of
                    the Trust of which the Note Trustee is not actually aware.

Dispute or ambiguity
              11.22 In the event of any dispute or ambiguity as to the
                    construction or enforceability of this deed or any other
                    Transaction Document in respect of the Trust, 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 Offshore
                    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.

Loss to charged property
              11.23 The Note Trustee shall not be responsible for any loss,
                    expense or liability occasioned to the Secured Property in
                    respect of the Trust or any other property or in respect
                    of all or any of the moneys which may stand to the credit
                    of the Collections Account from time to time however
                    caused (including, without limitation, where caused by an
                    act or omission of the Security Trustee) unless that loss
                    is occasioned by the fraud, negligence or wilful default
                    of the Note Trustee.

Forged Offshore Notes
              11.24 The Note Trustee shall not be liable to the Issuer Trustee
                    or any Offshore Noteholder by reason of having accepted as
                    valid or not having rejected any Note purporting to be
                    such and later found to be forged or not authentic.
<PAGE>

                                                                            26
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Confidentiality
              11.25 Unless ordered to do so by a court of competent
                    jurisdiction, the Note Trustee shall not be required to
                    disclose to any Offshore Noteholder or Unitholder any
                    confidential financial or other information made available
                    to the Note Trustee by the Issuer Trustee.

Disclosure
              11.26 Subject to this deed, any applicable laws and any duty of
                    confidentiality owed by any Interested Person to any other
                    person, the Note Trustee may, for the purpose of meeting
                    its obligations under this deed, disclose to any Offshore
                    Noteholder any confidential, financial or other
                    information made available to the Note Trustee by an
                    Interested Person or any other person in connection with
                    this deed.

Determinations conclusive
              11.27 As between itself and the Offshore Noteholders, the Note
                    Trustee may determine all questions and doubts arising in
                    relation to any of the provisions of this deed or the
                    Class A Note Conditions. Such determinations, whether made
                    upon such a question actually raised or implied in the
                    acts or proceedings of the Note Trustee, shall be
                    conclusive and shall bind the Note Trustee and the
                    Offshore Noteholders.

Currency conversion
              11.28 Subject to the Class A Note Conditions, the Master
                    Security Trust Deed, and the Deed of Charge in respect of
                    the Trust, where it is necessary or desirable to convert
                    any sum from one currency to another, it shall (unless
                    otherwise provided hereby or required by law) be converted
                    at such rate or rates, in accordance with such method and
                    as at such date as may reasonably be specified by the Note
                    Trustee but having regard to current rates of exchange, if
                    available. Any rate, method and date so specified shall be
                    binding on the Issuer Trustee, Global Trust Manager and
                    the Offshore Noteholders.

Offshore Notes held by the Issuer Trustee etc
              11.29 In the absence of actual knowledge or express notice to
                    the contrary, the Note Trustee may assume without enquiry
                    that no Offshore Notes are for the time being held by or
                    on behalf of the Issuer Trustee.

Legal opinions
              11.30 Subject to the requirements of the TIA imposed on the Note
                    Trustee in relation to opinions, the Note Trustee shall
                    not be responsible to any person for failing to request,
                    require or receive any legal opinion relating to any
                    Offshore Notes or for checking or commenting upon the
                    content of any such legal opinion.

No liability for tax on payments
              11.31 The Note Trustee has no responsibility whatsoever to any
                    Offshore Noteholder or any other person in relation to any
                    deficiency in a payment by the Note Trustee to any
                    Offshore Noteholders if that deficiency arises as a result
                    of the Note Trustee or the Issuer Trustee being subject to
                    any Tax in respect of that payment, the Secured Property
                    in respect of the

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                                                                            27
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                    Trust, the Master Security Trust Deed, this deed or any
                    income or proceeds from them.

Powers additional
              11.32 The powers conferred upon the Note Trustee by this deed
                    are in addition to its powers under general law.

12    Note Trustee liable for negligence
------------------------------------------------------------------------------
                    If the Note Trustee fails to show the degree of care and
                    diligence required of it as trustee having regard to the
                    provisions of this deed and the mandatory provisions of
                    the TIA conferring on it any trusts, powers, authorities
                    or discretions, nothing in this deed shall relieve or
                    indemnify it from or against any liability which would
                    otherwise attach to it in respect of any fraud, negligence
                    or wilful default of which it may be guilty.

13    Note Trustee not precluded from entering into contracts
------------------------------------------------------------------------------
                    The Note Trustee and any other person (including any
                    director or officer of the Note Trustee), whether or not
                    acting for itself, may acquire, hold or dispose of any
                    Offshore Note or other security (or any interest therein)
                    of the Issuer Trustee or any other person, may enter into
                    or be interested in any contract or transaction with the
                    Issuer Trustee or any other party to a Transaction
                    Document in respect of the Trust and may act on, or as
                    depository or agent for, any committee or body of holders
                    of any securities of any such person in each case with the
                    same rights as it would have had if the Note Trustee were
                    not acting as Note Trustee and need not account for any
                    profit or commission received in connection with such
                    arrangements. This clause 13 only applies if the Note
                    Trustee is subject to section 311(a) of the TIA.

14    Duties of Note Trustee
------------------------------------------------------------------------------
Note Trustee's General Duties
               14.1 The Note Trustee must comply with the duties imposed on it
                    by this deed, the Offshore Notes (including the Class A
                    Note Conditions) and each other Transaction Document in
                    respect of the Trust to which it is a party and must in
                    the exercise of all discretions vested in it by this deed
                    and all other Transaction Documents in respect of the
                    Trust except where expressly provided otherwise, have
                    regard to the interest of the Offshore Noteholders.

Duties prior to an Event of Default
               14.2 Prior to an Event of Default in respect of the Trust:

                    (a)  the Note Trustee shall not be liable except for the
                         performance of such duties as are specifically set
                         out in this deed, the Offshore Notes (including the
                         Class A Note Conditions) or any other Transaction
                         Document in respect of the Trust to which it is a
                         party and no implied covenants or obligations on the
                         part of


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                                                                            28
------------------------------------------------------------------------------
                         the Note Trustee are to be read into this deed or any
                         other Transaction Document (subject to
                         the mandatory requirements of the TIA); and

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

Duties following an Event of Default
               14.3 If an Event of Default has occurred in respect of the
                    Trust and is subsisting, 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.

Certain Limitations of Liability where Acting in Good Faith
               14.4 The Note Trustee shall not be liable under this deed
                    or any Transaction Document in respect of the Trust
                    for any error of judgment made in good faith by an
                    Authorised Person of the Note Trustee unless it is
                    proved that the Note Trustee was negligent in
                    ascertaining the pertinent facts.

Note Trustee Not Relieved of Liability for Negligence
               14.5 Subject to clauses 14.2 and 14.4, nothing in this
                    deed will relieve the Note Trustee from liability for
                    its own negligent action, its own negligent failure
                    to act or its own wilful default. Section 315(d)(3)
                    of the TIA is expressly excluded by this deed.

Preferred Collection of Claims Against Issuer Trustee
               14.6 The Note Trustee must comply with section 311(a) of
                    the TIA and the rules thereunder other than with
                    respect to any creditor relationship excluded from
                    the operation of section 311(a) by section 311(b) of
                    the TIA. Following its retirement or removal pursuant
                    to clause 17, the Note Trustee will remain subject to
                    section 311(a) of the TIA to the extent required by
                    the TIA.

Compliance with Section 310 of the TIA
               14.7 (Section 310(a) of TIA): The Note Trustee must ensure
                    that it at all times satisfies the requirements of
                    section 310(a) of the TIA.

               14.8 (Capital): Without limiting the foregoing, the Note
                    Trustee must ensure that it all times has a combined
                    capital and surplus (as those terms are used in the
                    TIA) of at least US$50,000,000 as set forth in its
                    most recent published annual report of condition.

               14.9 (Section 310(b) of TIA): The Note Trustee must at all
                    times comply with section 310(b) of the TIA, provided
                    that any indenture or

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                                                                            29
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                    indentures under which other securities of the Issuer
                    Trustee are outstanding will be excluded from the
                    operation of section 310(b)(1) of the TIA if the
                    requirements for such exclusion set out in section
                    310(b)(1) of the TIA are met.

Transaction Documents
              14.10 The Note Trustee must make available at the Note
                    Trustee's registered office for inspection by
                    Offshore Noteholders a copy of each Transaction
                    Document in accordance with Condition 11 (provided
                    that the Note Trustee will not be in default of its
                    obligations pursuant to this clause 14.10 in respect
                    of any Transaction Document, other than a Transaction
                    Document to which the Note Trustee in respect of the
                    Trust is a party, a copy of which has not been
                    provided to the Note Trustee).

15    Amendment
------------------------------------------------------------------------------
Amendment by Note Trustee
               15.1 Subject to this clause 15 and to any approval required by
                    law, the Note Trustee, the Global Trust Manager and the
                    Issuer Trustee may together agree, without the consent of
                    any Offshore Noteholders, by way of supplemental deed to
                    alter, add to or modify any provision of this deed or the
                    Offshore Notes (including the Class A Note Conditions) so
                    long as such alteration, addition or modification is not a
                    Payment Modification and such alteration, addition or
                    revocation in the opinion of the Note Trustee:

                    (a)  (Necessary or expedient) is necessary or
                         expedient to comply with the provisions of any
                         statute or with the requirements of any
                         Governmental Agency;

                    (b)  (Manifest error) is made to correct a manifest
                         error or ambiguity, or is to correct
                         inconsistency between the provisions of any
                         Transaction Document and the description of the
                         provisions thereof in the related prospectus, or
                         is of a formal, technical or administrative
                         nature only;

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

                    (d)  (Otherwise desirable) in the opinion of the Global
                         Trust Manager and the Issuer Trustee is otherwise
                         desirable for any reason and:

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                                                                            30
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                         (i)  is not in the opinion of the Issuer Trustee and
                              the Global Trust Manager likely, upon coming
                              into effect, to be materially prejudicial to the
                              interests of Offshore Noteholders; or

                         (ii) if it is in the opinion of the Issuer Trustee
                              and the Global Trust Manager likely, upon coming
                              into effect, to be materially prejudicial to the
                              interests of Offshore Noteholders, the consent
                              of an Extraordinary Resolution of the Offshore
                              Noteholders to the alteration, addition or
                              resolution has been obtained. For the purpose of
                              determining whether there has been an
                              Extraordinary Resolution of the Offshore
                              Noteholders consenting to an alteration,
                              addition or revocation, Offshore Notes which are
                              beneficially owned by the Issuer Trustee or the
                              Global Trust Manager or by any person directly
                              or indirectly controlling or controlled by or
                              under direct or indirect common control with the
                              Issuer Trustee or the Global Trust Manager,
                              shall be disregarded,

                         provided that the Note Trustee, the Global Trust
                         Manager and the Issuer Trustee may not alter, add to
                         or modify any provision of this deed or the Offshore
                         Notes unless the Global Trust Manager has notified
                         each Current Rating Agency 5 Business Days in
                         advance.

Amendments requiring consent of all Offshore Noteholders
               15.2 The Note Trustee, the Global Trust Manager and the Issuer
                    Trustee may together agree by way of supplemental deed to
                    make or effect a Payment Modification to this deed or the
                    Offshore Notes (including the Class A Note Conditions) if,
                    and only if, the consent has first been obtained of each
                    Offshore Noteholder to such Payment Modification.

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

No Current Rating Agency downgrade
               15.4 The Note Trustee will be entitled to assume that any
                    proposed alteration, addition or revocation, other than a
                    Payment Modification, will not be materially prejudicial
                    to the interests of Offshore Noteholders if each Current
                    Rating Agency confirms in writing that if the alteration,
                    addition or revocation is effected this will not lead to a
                    reduction, qualification or withdrawal of the then rating
                    given to the Offshore Notes by the Current Rating Agency.

Distribution of amendments
               15.5 Unless the Note Trustee agrees otherwise, the Global Trust
                    Manager on behalf of the Issuer Trustee must distribute to
                    all Offshore Noteholders in accordance with Condition 11 a
                    copy of any amendment made


<PAGE>


                                                                            31
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                    pursuant to this clause 15 as soon as reasonably
                    practicable after the amendment has been made.

Amendments binding on Offshore Noteholders
               15.6 Any alteration, addition or revocation of a provision of
                    this deed or the Offshore Notes made pursuant to this
                    clause 15 is binding on all Offshore Noteholders.

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

Reports by Global Trust Manager
               16.2 The Global Trust Manager covenants that it will:

                    (a)  (Copy Securities Exchange Act Reports to Note
                         Trustee) file:

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

                         (ii) with the Note Trustee, within 15 days after it
                              is required to file the same with the SEC,

                         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 SEC may from
                         time to time by rules and regulations prescribe), if
                         any, which it may be required to file with the SEC
                         pursuant to section 13 or 15(d) of the Exchange Act
                         or, if it is not required to file information,
                         documents or reports pursuant to either of such
                         sections, then to file with the Note Trustee and the
                         SEC, in accordance with the rules and regulations
                         prescribed by the SEC, such of the supplementary and
                         periodic information, documents and reports which may
                         be required pursuant to section 13 of the Exchange
                         Act, in respect of a security listed and registered
                         on a national securities exchange as may be
                         prescribed in such rules and regulations;

<PAGE>

                                                                            32
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                    (b)  (Other reports) file with the Note Trustee and the SEC,
                         in accordance with rules and regulations
                         prescribed from time to time by the SEC,
                         such additional information, documents
                         and reports with respect to compliance by
                         it with the conditions and covenants of
                         this deed as may be required from time to
                         time by such rules and regulations; and

                    (c)  (Summaries to Offshore Noteholders) transmit to
                         Offshore Noteholders, and such other persons as
                         are required by section 314(a)(3) of the
                         TIA, such summaries of any information,
                         documents and reports required to be
                         filed by the Global Trust Manager
                         pursuant to clauses 16.2(a) and (b) as
                         may be required by rules and regulations
                         prescribed from time to time by the SEC.

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

17    Appointment, retirement and removal of the Note Trustee
------------------------------------------------------------------------------
Appointment
               17.1 The Issuer Trustee has the power to appoint new note
                    trustees but no-one may be so appointed unless previously
                    approved by an Extraordinary Resolution of the Offshore
                    Noteholders. The Issuer Trustee may not appoint a new Note
                    Trustee if such appointment would result in the
                    suspension, reduction, qualification or withdrawal of a
                    rating assigned to any of the Offshore Notes by any
                    Current Rating Agency. Any appointment of a new Note
                    Trustee shall be notified by the Issuer Trustee to the
                    Offshore Noteholders and each Current Rating Agency as
                    soon as practicable. Any new Note Trustee must forthwith
                    execute a deed on substantially the same terms as this
                    deed.

Retirement of Note Trustee
               17.2 The Note Trustee covenants that it will retire as Note
                    Trustee if:

                    (a)  (Insolvency): an Insolvency Event occurs 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)  (Ceases to carry on business): it ceases to carry on
                         business;


<PAGE>


                                                                            33
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                    (c)  (Ceases to be an Eligible Trust Corporation): it
                         ceases to be an Eligible Trust Corporation;

                    (d)  (Offshore Noteholders require retirement): it is so
                         directed by the Extraordinary Resolution of the
                         Offshore Noteholders;

                    (e)  (Breach of duty): it fails to comply with any of its
                         obligations under any Transaction Document with
                         respect to the applicable Trust and the Issuer
                         Trustee and the Global Trust Manager determines that
                         this failure has had, or if continued, will have, an
                         Adverse Effect, and if capable of remedy, the Note
                         Trustee does not remedy this failure within 14 days
                         after the earlier of the following:

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

                         (ii) receipt by the Note Trustee of written notice with
                              respect to this failure from either the Issuer
                              Trustee or the Global Trust Manager; and

                        (iii) the Note Trustee fails to satisfy any obligation
                              imposed on it under the TIA with respect to a
                              Trust or this deed;

                    (f)  (Change in ownership): there is a change in ownership
                         of 50% or more of the issued equity share capital of
                         the Note Trustee from the position as at the date of
                         this deed or effective control of the Note Trustee
                         alters from the position as at the date of this deed
                         unless in either case approved by the Global Trust
                         Manager (whose approval must not be unreasonably
                         withheld); or

                    (g)  (Event of Default): there is an Event of Default in
                         respect of the Trust which requires the Note Trustee
                         to resign by virtue of its obligations under the TIA.

Removal by Issuer Trustee
               17.3 If the Note Trustee refuses to retire, the Issuer Trustee
                    at the direction of the Global Trust Manager is entitled
                    to remove the Note Trustee from office immediately by
                    notice in writing to the Note Trustee if any event
                    referred to in clause 17.2 has occurred. On the retirement
                    or removal of the Note Trustee under the provisions of
                    clause 17.2 or this clause 17.3:

                    (a)  (notify Current Rating Agencies): the Issuer Trustee
                         must promptly notify each Current Rating Agency of
                         such retirement or removal; and

                    (b)  (appoint substitute note trustee): subject to any
                         approval required by law, the Issuer Trustee is
                         entitled to and must use reasonable endeavours to
                         appoint in writing some other Eligible Trust
                         Corporation that is approved by each Current Rating
                         Agency to be the substitute note trustee and whose
                         appointment is confirmed by each Current Rating
                         Agency not to result in the suspension, reduction,
                         qualifications or withdrawal of a rating assigned by
                         them to any of the Offshore Notes.


<PAGE>

                                                                            34
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Note Trustee may Retire
               17.4 The Note Trustee may retire at any time as trustee under
                    this deed upon giving 3 months (or such lesser time as the
                    Global Trust Manager, the Issuer Trustee and the Note
                    Trustee agree) notice in writing to the Issuer Trustee,
                    the Global Trust Manager, the Security Trustee and each
                    Current Rating Agency, without giving any reason and
                    without being responsible for any liabilities incurred by
                    reason of such retirement provided that such retirement is
                    in accordance with this deed, provided further that no
                    such period of notice of retirement may expire within the
                    period of 30 days preceding each Payment Date. Upon such
                    retirement, the Note Trustee, subject to any approval
                    required by law, may appoint in writing any other Eligible
                    Trust Corporation that is approved by the Global Trust
                    Manager, which approval must not be unreasonably withheld
                    by the Global Trust Manager, as Note Trustee in its stead
                    and whose appointment is confirmed by each Current Rating
                    Agency not to result in an Adverse Rating Effect in
                    respect of the Offshore Notes. If the Note Trustee does
                    not propose a replacement by the date which is 1 month
                    prior to the date of its proposed retirement, the Global
                    Trust Manager is entitled to appoint a Substitute Note
                    Trustee, which must be an Eligible Trust Corporation that
                    is approved by each Current Rating Agency, as of the date
                    of the proposed retirement.

Appointment of substitute note trustee by Offshore Noteholders
               17.5 Notwithstanding clauses 17.2, 17.3 and 17.4, no retirement
                    or removal of the Note Trustee will be effective until a
                    Substitute Note Trustee has been appointed in its place.
                    If a Substitute Note Trustee has not been appointed under
                    clauses 17.2, 17.3 and 17.4 at a time when the position of
                    Note Trustee would, but for this clause 17.5, become
                    vacant in accordance with those clauses, the Issuer
                    Trustee must promptly advise the Offshore Noteholders who
                    may appoint an Eligible Trust Corporation nominated to act
                    as Note Trustee.

Successor to Note Trustee
               17.6 On the execution by the Issuer Trustee, the Global Trust
                    Manager and any successor note trustee of an instrument
                    effecting the appointment of that successor note trustee,
                    that successor note trustee accepts the appointment and
                    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 in respect of
                    the Trust 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.

               17.7 Any corporation:

                    (a)  into which the Note Trustee is merged;

                    (b)  with which the Note Trustee is consolidated;


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                                                                            35
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                    (c)  resulting from any merger or consolidation to which
                         the Note Trustee is a party; or

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

               17.8 If no other person can be found to act as Note Trustee,
                    the Offshore Noteholders may elect a Note Trustee from
                    among the holders of the Offshore Notes (if any Offshore
                    Notes are outstanding).

Issuer Trustee and Global Trust Manager cannot be appointed
               17.9 Notwithstanding the preceding provisions of this clause
                    17, none of the Global Trust Manager, the Issuer Trustee,
                    any Support Facility Provider nor any of their Related
                    Entities may be appointed as Note Trustee.

No Limitation of TIA
              17.10 Nothing in this clause 17 is to be construed as limiting
                    any right of an Offshore Noteholder to take any action to
                    remove the Note Trustee in accordance with section 310(b)
                    of the TIA.

18    Offshore Notes held in Clearing Systems and Notices
------------------------------------------------------------------------------
Offshore Notes held in Clearing Systems
               18.1 So long as any Offshore Note is held on behalf of a
                    Clearing System, in considering the interests of Offshore
                    Noteholders, the Note Trustee may have regard to any
                    information provided to it by such Clearing System or its
                    operator as to the identity (either individually or by
                    category) of its accountholders or participants with
                    entitlements to any such Offshore Note and may consider
                    such interests on the basis that such accountholders or
                    participants were the holder(s) thereof.

19    Currency indemnity
------------------------------------------------------------------------------
Currency of account and payment
               19.1 U.S. Dollars and Euros are the only currencies of account
                    and payment for all sums payable by the Issuer Trustee
                    under or in connection with this deed and the Offshore
                    Notes, including damages.

Extent of discharge
               19.2 Any amount received or recovered in a currency other than
                    U.S. Dollars (in the case of Class A-1 Notes) or Euros (in
                    the case of Class A-3 Notes) (whether as a result of, or
                    of the enforcement of, a judgment or order of a court of
                    any jurisdiction, in the winding-up or dissolution of the
                    Issuer Trustee or otherwise), by the Note Trustee or any
                    Offshore


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                                                                            36
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                    Noteholder in respect of any sum expressed to be
                    due to it from the Issuer Trustee shall only discharge the
                    Issuer Trustee to the extent of the U.S. Dollar or Euro
                    (as the case may be) amount which the recipient is able to
                    purchase with the amount so received or recovered in that
                    other currency on the date of that receipt or recovery
                    (or, if it is not practicable to make that purchase on
                    that date, on the first date on which it is practicable to
                    do so).

Indemnity
               19.3 If that U.S. Dollar or Euro amount is less than the U.S.
                    Dollar or Euro amount expressed to be due to the recipient
                    under this deed or the Offshore Notes, the Issuer Trustee
                    shall (subject to clause 22) indemnify it against any loss
                    sustained by it as a result. In any event, the Issuer
                    Trustee shall (subject to clause 22) indemnify the
                    recipient against the cost of making any such purchase.

Indemnity separate
               19.4 The indemnities in this clause 19 and in clause 11.5:

                    (a)  constitute separate and independent obligations from
                         the other obligations in this deed;

                    (b)  shall give rise to a separate and independent cause
                         of action;

                    (c)  shall apply irrespective of any indulgence granted by
                         the Note Trustee and/or any Offshore Noteholder; and

                    (d)  shall continue in full force and effect despite any
                         judgment, order, claim or proof for a liquidated
                         amount in respect of any sum due under this deed, the
                         Offshore Notes or any other judgment or order.

20    Representations and warranties
------------------------------------------------------------------------------
By the Issuer Trustee
               20.1 The Issuer Trustee represents and warrants to the Note
                    Trustee that:

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

                    (b)  (Constitution): the execution, delivery and
                         performance of this deed does not violate its
                         constitution; (c) (Corporate power): it has the power
                         and has taken all corporate and other action required
                         to enter into this deed and to authorise the
                         execution and delivery of this deed and the
                         performance of its obligations under this deed;

                    (d)  (Filings): it has, or has arranged for, all corporate
                         notices and all registrations with the Australian
                         Securities and Investments Commission required to be
                         filed or effected, as applicable, by it in connection
                         with the execution, delivery and performance of



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                                                                            37
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                         this deed to be filed or effected, as applicable, and
                         all such filings and registrations are current,
                         complete and accurate;

                    (e)  (Execution, delivery and performance): its execution,
                         delivery and performance of this deed does not
                         violate any existing law or regulation in any
                         applicable jurisdiction or any document or agreement
                         to which it is a party or which is binding upon it or
                         any of its assets;

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

                    (g)  (No breach): it is not in breach of any material
                         provision of the Master Trust Deed or the
                         Supplemental Deed in respect of the Trust.

By the Global Trust Manager
               20.2 The Global Trust Manager represents and warrants to the
                    Issuer Trustee and the Note Trustee that:

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

                    (b)  (Constitution): the execution, delivery and
                         performance of this deed does not violate its
                         constitution;

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

                    (d)  (Filings): all corporate notices and all
                         registrations with the Australian Securities and
                         Investments Commission required to be filed or
                         effected, as applicable, by it in connection with the
                         execution, delivery and performance of this deed have
                         been filed or effected, as applicable, and all such
                         filings and registrations are current, complete and
                         accurate;

                    (e)  (Execution, delivery and performance): its execution,
                         delivery and performance of this deed does not
                         violate any existing law or regulation in any
                         applicable jurisdiction or any document or agreement
                         to which it is a party or which is binding upon it or
                         any of its assets;

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


<PAGE>


                                                                            38
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                    (g)  (Investment Company): the Trust is not, and, if all
                         the parties to the Transaction Documents perform
                         their obligations under the Transaction Documents,
                         will not become, an "investment company" as that term
                         is defined in the Investment Company Act of 1940 of
                         the United States of America;

                    (h)  (Compliance with TIA): this deed has been duly
                         qualified under the TIA; and

                    (i)  (No breach): it is not in breach of any material
                         provision of the Master Trust Deed or the
                         Supplemental Deed in respect of the Trust.

By the Note Trustee
               20.3 The Note Trustee represents and warrants to the Issuer
                    Trustee and the Global Trust Manager that:

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

                    (b)  (Constitution): the execution, delivery and
                         performance of this deed does not violate its
                         constitution;

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

                    (d)  (Filings): all corporate notices and all
                         registrations with an applicable Governmental Agency
                         in its jurisdiction of incorporation and in any other
                         jurisdiction required to be filed or effected, as
                         applicable, by it in connection with the execution,
                         delivery and performance of this deed have been filed
                         or effected, as applicable, and all such filings and
                         registrations are current, complete and accurate;

                    (e)  (Execution, delivery and performance): its execution,
                         delivery and performance of this deed does not
                         violate any existing law or regulation in any
                         applicable jurisdiction or any document or agreement
                         to which it is a party or which is binding upon it or
                         any of its assets;

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

                    (g)  (Eligible Trust Corporation): it is an Eligible Trust
                         Corporation;

                    (h)  (No Insolvency Event): no Insolvency Event has
                         occurred and is continuing in relation to the Note
                         Trustee; and


<PAGE>


                                                                            39
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                    (i)  (No Litigation): no litigation, arbitration, dispute
                         or administrative proceeding has been commenced or is
                         pending or, to the knowledge of the Note Trustee,
                         threatened by any person which will, or is likely to,
                         have a material and adverse effect on the ability of
                         the Note Trustee to perform its obligations under
                         this deed.

21    Notices
------------------------------------------------------------------------------
Notices
               21.1 Subject to clauses 21.4, 21.5, any notice, approval,
                    consent or other communication in connection with this
                    deed:

                    (a)  must be given by an Authorised Person of the relevant
                         party;

                    (b)  must be in writing; and

                    (c)  must be left at the address of the addressee or sent
                         by prepaid ordinary post to the address of the
                         addressee or sent by facsimile to the facsimile
                         number of the addressee, or sent by e-mail to the
                         e-mail address of the addressee specified in clause
                         21.2 or any other address, facsimile number or e-mail
                         address any party may from time to time notify to the
                         other parties as its address for service of
                         communications pursuant to this deed.

Initial addresses
               21.2 The initial address and facsimile numbers of the Issuer
                    Trustee, the Global Trust Manager and the Note Trustee
                    are:

                              Issuer Trustee:

                              Address:          Level 7
                                                9 Castlereagh Street
                                                Sydney NSW 2000
                              Facsimile:        (02) 8256 1422
                              Attention:        Manager, Securitisation
                              E-mail   :        (as notified from time
                                                to time)

                                Global Trust Manager:

                              Address:          Level 24
                                                500 Bourke Street
                                                Melbourne VIC 3000
                              Facsimile:        (03) 8641 0906
                              Attention:        Manager, Group Funding
                              E-mail   :        (as notified from time to
                                                time)

                              Note Trustee:

                              Address:          101 Barclay Street, 21W
                                                New York, New York 10286
                                                United States of America


<PAGE>

                                                                            40
------------------------------------------------------------------------------

                              Facsimile:        (212) 815 3522
                              Attention:        Global Structured Products Unit
                              E-mail   :        as notified from time to
                                                time

                              with a copy to:

                              Address:          One Temasek Avenue
                                                #02-01 Millenia Tower
                                                Singapore 039192
                              Facsimile:        (65) 6883 0338
                              Attention:        Structured Finance Products
                              E-mail   :        as notified from time to
                                                time

Time effective
               21.3 Unless a later time is specified in it, a notice,
                    approval, consent or other communication takes effect from
                    the time it is received.

Receipt
               21.4 A letter, e-mail or facsimile is taken to be received:

                    (a)  in the case of a posted letter, on the third
                         (seventh, if posted to or from a place outside
                         Australia) day after posting;

                    (b)  in the case of a facsimile, on production of a
                         transmission report by the machine from which the
                         facsimile was sent which indicates that the facsimile
                         was sent in its entirety to the facsimile number of
                         the recipient notified for the purpose of this clause
                         21; and

                    (c)  in the case of an e-mail, on receipt by the sender of
                         an e-mail confirmation that the e-mail was delivered
                         in its entirety to the e-mail address of the
                         recipient.

                    However, if the time of deemed receipt of any notice is
                    not before 4.00 p.m. (local time at the address of the
                    recipient) on a Business Day it is deemed to have been
                    received at the commencement of business on the next
                    following Business Day.

               21.5 Subject to clause 3.3(e), all notices with respect to the
                    Offshore Noteholders are valid if despatched in accordance
                    with, and will be regulated by, the Class A Note
                    Conditions.

22    Limited recourse
------------------------------------------------------------------------------
                    Clause 2 of the Definitions Schedule applies to this deed
                    as if set out in full in this deed but with any
                    consequential changes as are necessary to give effect to
                    that clause in this deed.

23    Termination
------------------------------------------------------------------------------
                    At any time after the expiry of the latest period after
                    which the right to any payment of interest or principal
                    becomes void in accordance with



<PAGE>

                                                                            41
------------------------------------------------------------------------------

                    the Class A Note Conditions, the Issuer Trustee may by
                    notice to the Note Trustee and copied to the Global Trust
                    Manager terminate the trust constituted by this deed.

24    Trust Indenture Act
------------------------------------------------------------------------------
Certificates and opinions
               24.1 (a)  (Class A Note Conditions Precedent) Upon
                         any application or request by the Issuer
                         Trustee to the Note Trustee to take any
                         action under any provision of this deed,
                         the Issuer Trustee must furnish to the
                         Note Trustee:

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

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

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

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

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

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

                         (ii) to the Issuer Trustee of any securities the
                              deposit of which with the Issuer Trustee is to
                              be made the basis for the release of any
                              property or securities subject to the Security
                              Interest created by the Master Security Trust
                              Deed and the Deed of Charge in respect of the
                              Trust, where this is required by section
                              314(d)(2) of the TIA; and

                        (iii) to the Issuer Trustee of any property the
                              subjection of which to the Security Interest
                              created by the Master Security Trust Deed and
                              the Deed of Charge in respect of the Trust is to
                              be made the basis for the release of any
                              property or securities subject to the Security
                              Interest created by the Master Security Trust
                              Deed and the Deed



<PAGE>

                                                                            42
------------------------------------------------------------------------------

                              of Charge in respect of the Trust, where this
                              is required by section 314(d)(3) of the TIA,

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

                    (c)  (Form of certificates and options) Each certificate
                         or opinion with respect to compliance with a
                         condition or covenant provided for in this deed
                         (other than the certificate referred to in clause
                         7.1(e)(i)) shall include:

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

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

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

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

Undertaking for Costs
               24.2 (a)  (Undertaking) Subject to clause 24.2(b),
                         all parties to this deed agree, and each
                         Offshore Noteholder by such Offshore
                         Noteholder's acceptance of the Offshore
                         Notes are deemed to have agreed, that any
                         court may in its discretion require, in
                         any suit for the enforcement of any right
                         or remedy under this deed, or in any suit
                         against the 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)  (Exceptions) The provisions of clause 24.2(a) shall
                         not apply to:

                         (i)  any suit instituted by the Note Trustee;

                         (ii) any suit instituted by any Offshore Noteholder,
                              or group of Offshore Noteholders, in each case
                              holding Offshore



<PAGE>

                                                                            43
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                              Notes the A$ Equivalent of the aggregate Invested
                              Amount of which is more than 10% of the A$
                              Equivalent of the then Invested Amount of all
                              Offshore Notes; or

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

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

Unconditional rights of Offshore Noteholders to receive principal and interest
               24.4 Notwithstanding any other provisions in this deed, any
                    Offshore Noteholder shall have the right, which is
                    absolute and unconditional, to receive payment of the
                    principal of and interest, if any, on each Offshore Note
                    held by it on or after the respective due dates thereof
                    expressed in such Offshore Note or in this deed or to
                    institute suit for the enforcement of any such payment,
                    and such right shall not be impaired without the consent
                    of such Offshore Noteholder, except to the extent that
                    this deed or the Master Security Trust Deed contains
                    provisions limiting or denying the right of any Offshore
                    Noteholder to institute any such suit, if and to the
                    extent that the institution or prosecution thereof or the
                    entry of judgment therein would, under applicable law,
                    result in the surrender, impairment, waiver or loss of the
                    Security Interest created by the Master Security Trust
                    Deed upon any property subject to such Security Interest.

Conflict with Trust Indenture Act
               24.5 The provisions of section 310 to 317 (inclusive) of the
                    TIA are incorporated into, are a part of and govern this
                    deed, whether or not contained in this deed, unless
                    expressly excluded by this deed in accordance with the
                    TIA. If any provision of this deed limits, qualifies or
                    conflicts with any provision that is deemed to be included
                    in this deed by virtue of any of the provisions of the
                    TIA, such provision deemed to be included in this deed
                    will prevail.

25    Miscellaneous
------------------------------------------------------------------------------
Certificate
               25.1 A certificate signed by the Issuer Trustee, Global Trust
                    Manager or Note Trustee or its solicitors about a matter
                    or about a sum payable to the Issuer Trustee, the Global
                    Trust Manager or the Note Trustee in connection with this
                    deed or the Supplemental Deed is sufficient evidence of
                    the matter or sum stated in the certificate unless the
                    matter or sum is proved to be false.

Exercise of rights
               25.2 The Issuer Trustee, Global Trust Manager, Note Trustee or
                    an attorney appointed under this deed may exercise a
                    right, power or remedy at its discretion, and separately
                    or concurrently with another right, power or remedy. A
                    single or partial exercise of a right, power or remedy by
                    the person does not prevent a further exercise of that or
                    an exercise of any



<PAGE>

                                                                            44
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                    other right, power or remedy. Failure by the person to
                    exercise or delay in exercising a right, power or remedy
                    does not prevent its exercise. The person with the right,
                    power or remedy is not liable for any loss caused by its
                    exercise, attempted exercise, failure to exercise or delay
                    in exercising it except:

                    (a)  in the case of its fraud or negligence; or

                    (b)  in the case of the Issuer Trustee, breach of trust;
                         or

                    (c)  in the case of the Note Trustee or Global Trust
                         Manager, wilful default.

Waiver and variation
               25.3 A provision of or a right created under this deed may not
                    be waived or varied except in writing signed by the party
                    or parties to be bound.

Supervening legislation
               25.4 Any present or future legislation which operates to vary
                    the obligations of the Issuer Trustee, Global Trust
                    Manager or Note Trustee in connection with this deed with
                    the result that the rights, powers or remedies of the
                    Issuer Trustee, Global Trust Manager or Note Trustee are
                    adversely affected (including, without limitation, by way
                    of delay or postponement) is excluded except to the extent
                    that its exclusion is prohibited or rendered ineffective
                    by law.

Approvals and consent
               25.5 The Issuer Trustee, the Global Trust Manager, Note Trustee
                    or an attorney appointed under this deed may give
                    conditionally or unconditionally or withhold its approval
                    or consent in its absolute discretion, unless this deed
                    expressly provides otherwise.

Remedies cumulative
               25.6 The rights, powers and remedies provided in this deed are
                    cumulative with and not exclusive of the rights, powers or
                    remedies provided by law independently of this deed.

Indemnities
               25.7 Each indemnity in this deed is a continuing obligation,
                    separate and independent from the other obligations of the
                    Issuer Trustee, the Global Trust Manager and the Note
                    Trustee and survives termination of this deed. It is not
                    necessary for the Issuer Trustee, the Global Trust Manager
                    or the Note Trustee to incur expense or make payment
                    before enforcing a right of indemnity conferred by this
                    deed.

Time of the essence
               25.8 Time is of the essence in this deed in respect of an
                    obligation of the Issuer Trustee or Note Trustee to pay
                    money.

Receipts
               25.9 The receipt of a Receiver, or an Authorised Person of the
                    Issuer Trustee or Note Trustee, releases the person paying
                    money to the Receiver, the Issuer Trustee or the Note
                    Trustee in connection with this deed from:


<PAGE>

                                                                            45
------------------------------------------------------------------------------
                    (a)  liability for the money paid or expressed to be
                         received; and

                    (b)  being concerned to see to its application or being
                         answerable or accountable for its loss or
                         misapplication.

Acknowledgment
              25.10 The parties acknowledge and agree that the Issuer
                    Trustee, the Global Trust Manager and the Note Trustee in
                    exercising their powers and discretions under this deed,
                    and in performing their obligations under this deed, must
                    act in accordance with their duties and obligations under
                    this deed and may exercise such powers and discretions as
                    provided in this deed and (without limitation) in forming
                    any opinion may obtain and act upon the advice of persons
                    who are not parties to this deed.

              25.11 The parties acknowledge that they are bound by the terms
                    of this deed.

Disclosure of information
              25.12 Subject to this deed, the Issuer Trustee and the Note
                    Trustee is not required (unless ordered so to do by a
                    court of competent jurisdiction) to disclose to any
                    Unitholder, Secured Creditor or any other person
                    confidential, financial or other information made
                    available to the Issuer Trustee and the Note Trustee in
                    connection with this deed.

Rights cumulative
              25.13 The rights, powers and remedies provided in this deed are
                    cumulative and not exclusive of the rights, powers or
                    remedies provided by law independently of this deed.

Signatures
              25.14 The Issuer Trustee, the Global Trust Manager and the Note
                    Trustee may rely on the validity of any signature on any
                    transfer, form of application or other instrument or
                    document unless the Issuer Trustee, the Global Trust
                    Manager or the Note Trustee (as the case may be) has
                    reasonable grounds to believe that the signature is not
                    genuine. Neither the Issuer Trustee, the Global Trust
                    Manager nor the Note Trustee is liable to make good out of
                    its own funds any loss incurred by any person if a
                    signature is forged or otherwise fails to bind the person
                    whose signature it purports to be or on whose behalf it
                    purports to be made. Any such loss, subject to any right
                    of reimbursement from any other person (including the
                    Global Trust Manager) is to be borne by the relevant Trust
                    in respect of which the loss is incurred.

Meetings
              25.15 A reference in this deed to a meeting of Secured
                    Creditors of a Trust is a reference to a meeting of
                    Secured Creditors of the Trust conducted in accordance
                    with the provisions of the Master Security Trust Deed and
                    the Deed of Charge.

26    Governing law
------------------------------------------------------------------------------
Governing Law
               26.1 This deed and each Trust are governed by the law in force
                    in the Australian Capital Territory and the rights,
                    liabilities and obligations of



<PAGE>

                                                                            46
------------------------------------------------------------------------------
                    the Global Trust Manager, the Issuer Trustee, the Note
                    Trustee, the Unitholders and the Secured Creditors are
                    governed by the laws in force in the Australian Capital
                    Territory.

Submission to jurisdiction
               26.2 Each party irrevocably and unconditionally submits to the
                    non-exclusive jurisdiction of the courts of the Australian
                    Capital Territory and courts of appeal from them. Each
                    party waives any right it has to object to an action being
                    brought in those courts including, without limitation, by
                    claiming that the action has been brought in an
                    inconvenient forum or that those courts do not have
                    jurisdiction.

Service
               26.3 Without preventing any other mode of service, any document
                    in an action (including, without limitation, any writ of
                    summons or other originating process or any third or other
                    party notice) may be served on any party by being
                    delivered to or left for that party at its address for
                    service of notices under clause 21.

27    Counterparts
------------------------------------------------------------------------------
                    This Note Trust Deed may consist of any numbers of
                    counterparts and all counterparts taken together will be
                    deemed to constitute one and the same instrument.

EXECUTED as a deed.







<PAGE>


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

Schedule 1                      Form of Book-Entry Note
------------------------------------------------------------------------------
[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED 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 SUCH NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
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] / [UNLESS THIS NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY FOR CLEARSTREAM
BANKING, SOCIETE ANONYME ("CLEARSTREAM, LUXEMBOURG") AND THE EUROCLEAR SYSTEM
("EUROCLEAR") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SUCH NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED 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, THE COMMON DEPOSITORY FOR
CLEARSTREAM, LUXEMBOURG AND EUROCLEAR, HAS AN INTEREST HEREIN.] EACH PURCHASER
WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT (I) IT IS NOT AND FOR SO
LONG AS IT HOLDS NOTES WILL NOT BE (A) AN "EMPLOYEE BENEFIT PLAN" AS DEFINED
UNDER THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), WHICH IS SUBJECT TO ERISA, OR (B) A "PLAN" AS DEFINED IN SECTION
4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), WHICH
IS SUBJECT TO SECTION 4975 OF THE CODE OR (C) ANOTHER EMPLOYEE BENEFIT PLAN
SUBJECT TO ANY FEDERAL, STATE, LOCAL OR FOREIGN LAW, WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE
("SIMILAR LAW"), OR (D) AN ENTITY ANY OF WHOSE ASSETS ARE (OR ARE DEEMED FOR
PURPOSES OF ERISA OR SECTION 4975 OF THE CODE, OR SIMILAR LAW, TO BE) ASSETS
OF SUCH AN "EMPLOYEE BENEFIT PLAN," "PLAN" OR OTHER EMPLOYEE BENEFIT PLAN (ALL
OF THE FOREGOING, TOGETHER, "BENEFIT PLAN INVESTORS"), OR (II) ITS PURCHASE
AND HOLDING OF THE NOTES SATISFY THE REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER
PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 OR A SIMILAR
EXEMPTION, OR IN THE CASE OF A BENEFIT PLAN INVESTOR SUBJECT TO SIMILAR LAW,
DO NOT AND WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF SUCH SIMILAR LAW.

THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AGREES TO TREAT THIS NOTE
AS "DEBT" FOR UNITED STATES FEDERAL INCOME TAX PURPOSES.

      PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007)

        (a limited liability company incorporated under the laws of the
        Commonwealth of Australia) in its capacity as trustee ("Issuer
         Trustee") of the National RMBS Trust 2004-1 (the "Trust") and
                             in no other capacity


<PAGE>

                                                                            48
------------------------------------------------------------------------------
                 CLASS [A-1/A-3] BOOK-ENTRY NOTE representing
                               [US$/(euro)] [ ]
       Class [A-1/A-3] Mortgage Backed Pass Through Floating Rate Notes
                                    due [*]

This Class [A-1/A-3] Note certifies that [ ] of [ ] is at the date hereof
registered in the register (the Register) maintained by the Registrar of the
Notes as the duly registered holder (the Registered Holder) of the US$/(euro)[
] Class [A-1/A-3] Mortgage Backed Pass Through Floating Rate Notes due March
2034 represented hereby and issued by the Issuer Trustee, designated as
specified in the title hereof (the Class [A-1/A-3] Notes) pursuant to a
resolution of the Board of Directors of the Issuer Trustee dated September 21,
2004 and constituted by a Note Trust Deed dated on or about September 28, 2004
(the Note Trust Deed) between, inter alia, the Issuer Trustee and The Bank of
New York, New York as trustee (the trustee for the time being thereof being
herein called the Note Trustee). References herein to the Conditions (or to
any particular numbered Condition) shall be to the terms and conditions (or
that particular one of them) set out in Schedule 4 to the Note Trust Deed but
with the deletion therefrom of those provisions which are applicable only to
Class [A-1/A-3] Notes in definitive form. Terms and expressions used in the
Note Trust Deed and the Conditions shall bear the same meanings when used
herein. The Registered Holder of the Notes represented hereby shall be bound
by, and deemed to have notice of, all the provisions of the Note Trust Deed
and the Conditions.

If the aggregate principal amount of the Class [A-1/A-3] Notes represented by
this Class [A-1/A-3] Note is increased or decreased upon any exchange or
transfer of Notes or otherwise in accordance with the Conditions and the Note
Trust Deed, the relevant Depository shall in consultation with the relevant
Registrar, record such increases and decreases in Schedule 2 hereto.

If the Issuer Trustee becomes obliged to issue Class [A-1/A-3] Definitive
Notes pursuant to Clause 3.4 of the Note Trust Deed, this Class [A-1/A-3] Note
will be exchangeable in whole upon the request of the registered holder hereof
upon presentation or surrender of this Class [A-1/A-3] Note for Class
[A-1/A-3] Definitive Notes only on and subject to the terms and conditions set
out in the Note Trust Deed and the Agency Agreement, and the Issuer Trustee
shall procure that the Note Registrar shall issue and deliver, in exchange for
this Class [A-1/A-3] Note, Class [A-1/A-3] Definitive Notes in aggregate
principal amount equal to the principal amount of this Class [A-1/A-3] Note
submitted for exchange. The Class [A-1/A-3] Definitive Notes to be issued on
such exchange will be in registered form in the authorised denominations of
[US$100,000/(euro)100,000] and integral multiples of [US$10,000/(euro)10,000]
in excess thereof. Such Class [A-1/A-3] Definitive Notes will be registered in
such names as the Registered Holder shall direct in writing. If the Issuer
Trustee fails to meet its obligations to issue Class [A-1/A-3] Definitive
Notes, this shall be without prejudice to the Issuer Trustee's obligations
with respect to the Class [A-1/A-3] Notes under the Note Trust Deed and this
Class [A-1/A-3] Note.

Exchanges or transfers of interests in the Class [A-1/A-3] Notes represented
by this Class [A-1/A-3] Note shall be made only in accordance with the
Conditions, the Agency Agreement and the Note Trust Deed.

The Issuer Trustee hereby promises to pay upon presentation or surrender of
this Class [A-1/A-3] Note in accordance with the Conditions on the Payment
Date occurring in March 2034 (or such earlier date as the Notes become payable
in accordance with the Conditions), the then Stated Amount of the Notes
represented by this Class [A-1/A-3] Note to the Registered Holder (or such
part thereof as may become repayable pursuant to the Conditions) together with
such additional amounts (if any) as may be payable in accordance with the
Conditions on such date or such earlier date in each case subject to and in
accordance with the Conditions on such date(s) as the said Stated Amount (or
part thereof) may become repayable in accordance with the Conditions and the
Note



<PAGE>

                                                                            49
------------------------------------------------------------------------------

Trust Deed and to pay interest in arrears to the Registered Holder on
each Payment Date (as defined in the Conditions) on the Invested Amount of the
Class [A-1/A-3] Notes represented by this Class [A-1/A-3] Note at rates
determined in accordance with the Conditions all subject to and in accordance
with the Conditions and the Note Trust Deed, which shall be binding upon the
Registered Holder.

Upon any payment of principal and/or interest in accordance with the
Conditions details of such payment or reduction shall be endorsed by the
Depository, in consultation with the Note Registrar, on Schedule 1 hereto in
accordance with the provisions of the Agency Agreement. If the amount of
interest or principal then due for payment is not paid in full to the
registered holder hereof (otherwise than by reason of a deduction required by
law to be made therefrom) details of such shortfall and the relevant date on
which it was due to be paid shall be endorsed by the Depository, in
consultation with the Note Registrar, on Schedule 1 hereto.

Upon the Stated Amount of Notes represented by this Class [A-1/A-3] Note being
reduced to zero, this Class [A-1/A-3] Note shall be surrendered to the Note
Registrar.

The holder hereof shall (unless this Class [A-1/A-3] Note represents only one
Note) be treated as two persons for the purposes of any quorum requirements at
a meeting of Class [A-1/A-3] Noteholders and, at any such meeting, as having
one vote in respect of each [US Dollar/Euro] principal amount outstanding of
the relevant Class [A-1/A-3] Definitive Notes for which this Class [A-1/A-3]
Note may be exchanged in accordance with the terms of the Note Trust Deed.

[This Class A-1 Note is a Book-Entry Note registered in the name of Cede &
Co., as nominee for DTC, as holder of record of this Class A-1 Note, shall be
entitled to receive payments of principal and interest, other than principal
and interest due at the maturity date, by wire transfer of immediately
available funds.] / [This Class A-3 Note is a Book-Entry Note deposited with
The Bank of New York as Common Depository, and registered in the name of The
Bank of New York Depository (Nominees) Limited as a nominee of the Common
Depository for Clearstream, Luxembourg and Euroclear] as holder of record of
this Class A-3 Note, shall be entitled to receive payments of principal and
interest, other than principal and interest due at the maturity date, by wire
transfer of immediately available funds.]

This Class [A-1/A-3] Note is evidence of entitlement only and is not a
document of title. Entitlements are determined by the Register and only the
Registered Holder is entitled to payment in respect of the Notes represented
hereby. Title to the Notes represented by this Class [A-1/A-3] Note shall pass
by registration in the Register kept by the Note Registrar.

The statements in the legend set forth above are an integral part of the terms
of this Class [A-1/A-3] Note and by acceptance thereof each holder of this
Class [A-1/A-3] Note agrees to be subject to and bound by the terms and
provisions set forth in such legend, if any.

The Issuer Trustee's liability is limited in accordance with Condition 12. The
Issuer Trustee issues this Class [A-1/A-3] Note only in its capacity as
trustee of the Trust and in no other capacity. A liability arising under or in
connection with the Trust under the Master Trust Deed, the Supplemental Deed,
the Note Trust Deed, this Class [A-1/A-3] Note or any other Transaction
Document is limited to and can be enforced against the Issuer Trustee only to
the extent to which it can be satisfied out of the Assets of the Trust out of
which the Issuer Trustee is actually indemnified for the liability. This
limitation of the Issuer Trustee's liability will not apply to any obligation
or liability of the Issuer Trustee to the extent that it is not satisfied
because under the Master Trust Deed or by operation of law there is a
reduction in the extent of the Issuer Trustee's indemnification out of the
Assets of the Trust as a result of any fraud, negligence or breach of trust on
the part of the


<PAGE>

                                                                            50
------------------------------------------------------------------------------

Issuer Trustee. Subject to the terms of the Transaction Documents, the Issuer
Trustee will have no liability for any act or omission of the Global Trust
Manager or any other person.

This Class [A-1/A-3] Note shall not become valid for any purpose unless and
until the Certificate of Authentication hereon has been signed by an
authorised signatory of The Bank of New York, New York, as Note Registrar.

This Class [A-1/A-3] Note is governed by, and shall be construed in accordance
with, the laws of the Australian Capital Territory.

IN WITNESS whereof this Class [A-1/A-3] Note has been signed on behalf of the
Issuer Trustee.

By:   Perpetual Trustee Company Limited as trustee for the
      National RMBS Trust 2004-1


     ..................................................
     Authorised Signatory



CERTIFICATE OF AUTHENTICATION

This is the Class [A-1/A-3] Note referred to in the above-mentioned Note Trust
Deed.



The Bank of New York, New York
as Note Registrar

(Without recourse, warranty or liability)

By:

Authorised Signatory Issued in [              ] on [              ]





<PAGE>


------------------------------------------------------------------------------
                                  Schedule 1

        Payments of Principal and/or Interest on the Class [A-1/A-3] Notes

The following payments of principal and/or interest in respect of the Class
[A-1/A-3] Notes represented by this Class [A-1/A-3] Note have been made:

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
                                      Amount of                                                       Notation
        Amount of                     principal       Amount of       Shortfall in    Shortfall in    made by
Date    principal     Amount of       paid or         interest        payment of      payment of      or on
made    due and       interest due    cancelled       paid or         principal       interest        behalf of
        payable       and payable     pursuant to     cancelled       [US$/(Euro)]    [US$/(Euro)]    the
        [US$/(Euro)]  [US$/(Euro)]    the             [US$/(Euro)]                                    Depository
                                      Conditions
                                      [US$/(Euro)]
----------------------------------------------------------------------------------------------------------------
<S>     <C>           <C>             <C>             <C>             <C>             <C>             <C>

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

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

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

</TABLE>





<PAGE>



                                                                            52
------------------------------------------------------------------------------
                                  Schedule 2

    Increase/Decrease in Stated Amount and Transfers/Exchanges
                           of Class [A-1/A-3] Notes

The following increases or decreases in Stated Amount consequent upon
transfers or exchanges of a part of this Class [A-1/A-3] Note for Class
[A-1/A-3] Definitive Notes or otherwise have been made:

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

                                        Stated
             Amount of    Amount of     Amount of     Notation
             increase in  decrease in   this          made by or
Date made    Stated       Stated        Certificate   on behalf
             Amount of    Amount of     following     of the
             this         this          such          Depository
             Certificate  Certificate   exchanges
-------------------------------------------------------------------

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

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

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








<PAGE>

                                                                            53
------------------------------------------------------------------------------

Schedule 2                Form of Definitive Note

(Face of Note)

EACH PURCHASER WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT (I) IT IS
NOT AND FOR SO LONG AS IT HOLDS NOTES WILL NOT BE (A) AN "EMPLOYEE BENEFIT
PLAN" AS DEFINED UNDER THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO ERISA, OR (B) A "PLAN" AS
DEFINED IN SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), WHICH IS SUBJECT TO SECTION 4975 OF THE CODE OR (C) ANOTHER
EMPLOYEE BENEFIT PLAN SUBJECT TO ANY FEDERAL, STATE, LOCAL OR FOREIGN LAW,
WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF ERISA OR SECTION
4975 OF THE CODE ("SIMILAR LAW"), OR (D) AN ENTITY ANY OF WHOSE ASSETS ARE (OR
ARE DEEMED FOR PURPOSES OF ERISA OR SECTION 4975 OF THE CODE, OR SIMILAR LAW,
TO BE) ASSETS OF SUCH AN "EMPLOYEE BENEFIT PLAN," "PLAN" OR OTHER EMPLOYEE
BENEFIT PLAN (ALL OF THE FOREGOING, TOGETHER, "BENEFIT PLAN INVESTORS"), OR
(II) ITS PURCHASE AND HOLDING OF THE NOTES SATISFY THE REQUIREMENTS FOR
EXEMPTIVE RELIEF UNDER PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE
96-23 OR A SIMILAR EXEMPTION, OR IN THE CASE OF A BENEFIT PLAN INVESTOR
SUBJECT TO SIMILAR LAW, DO NOT AND WILL NOT CONSTITUTE OR RESULT IN A
VIOLATION OF SUCH SIMILAR LAW.

THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AGREES TO TREAT THIS NOTE
AS "DEBT" FOR UNITED STATES FEDERAL INCOME TAX PURPOSES.

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

 Denomination   CUSIP No.   Class    Serial
                                     Number
 -------------------------------------------------

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

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

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


      PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007)

        (a limited liability company incorporated under the laws of the
        Commonwealth of Australia) in its capacity as trustee ("Issuer
         Trustee") of the National RMBS Trust 2004-1 (the "Trust") and
                             in no other capacity

      [US$/(euro)] Class [A-1/A-3] Mortgage Backed Pass Through Floating
                              Rate Notes due [*]

  This is to certify that:

  ............................................................................

  ............................................................................
  is the person registered in the register (the Register) maintained by the
  Registrar in relation to the Notes as the duly registered holder of the
  Notes represented by this Class [A-1/A-3] Definitive Note or, if more than
  one person is so registered, the first-named of such persons (the Registered
  Holder)

<PAGE>

                                                                            54
------------------------------------------------------------------------------
  The Issuer Trustee promises to pay to the Registered Holder and the
  Registered Holder is entitled to receive, all in accordance with the terms
  and conditions endorsed on this certificate (the Conditions) on the Payment
  Date (as defined in the said Conditions) falling on [           ] (or on such
  earlier date as the principal sum mentioned below may become repayable in
  accordance with the said Conditions) the principal sum of:

                                [US$/(euro)][ ]

(or such lesser principal sum as may from time to time be represented by this
Certificate) together with interest on that principal sum and together with
such premium and other amounts as may be payable, all subject to and in
accordance with the said Conditions.

This Class [A-1/A-3] Definitive Note represented by this certificate is issued
by the Issuer Trustee pursuant to a resolution of the Board of Directors of
the Issuer Trustee passed on [*], 2004. The Notes represented by this
Certificate are Class [A-1/A-3] Definitive Notes for the purpose of the
Conditions and the Note Trust Deed referred to below.

The Class [A-1/A-3] Notes are constituted by and issued subject to, and with
the benefit of, a Note Trust Deed (the Note Trust Deed) dated on or about [*],
2004 made between, inter alia, the Issuer Trustee and The Bank of New York,
New York (the Note Trustee) and are also issued subject to, and with the
benefit of, the Conditions.

[There were also constituted by the Note Trust Deed [                ].]

The Issuer Trustee's liability is limited in accordance with Condition [12].
The Issuer Trustee issues this Certificate only in its capacity as trustee of
the Trust and in no other capacity. A liability arising under or in connection
with the Trust under the Master Trust Deed, the Supplemental Deed, the Note
Trust Deed, this Certificate or any other Transaction Document is limited to
and can be enforced against the Issuer Trustee only to the extent to which it
can be satisfied out of the Assets of the Trust out of which the Issuer
Trustee is actually indemnified for the liability. This limitation of the
Issuer Trustee's liability will not apply to any obligation or liability of
the Issuer Trustee to the extent that it is not satisfied because under the
Master Trust Deed or by operation of law there is a reduction in the extent of
the Issuer Trustee's indemnification out of the Assets of the Trust as a
result of any fraud, negligence or breach of trust on the part of the Issuer
Trustee. Subject to the terms of the Transaction Documents, the Issuer Trustee
will have no liability for any act or omission of the Global Trust Manager or
any other person.

Any reference herein to the Conditions is to the terms and conditions of the
Notes endorsed hereon and any reference herein to a particular numbered
Condition shall be construed accordingly. Terms defined in the Conditions and
the Note Trust Deed shall have the same meanings in this Certificate.

Exchanges or transfers of the Class [A-1/A-3] Notes represented by this
Certificate shall be made only in accordance with the terms of Clause 3.4 of
the Note Trust Deed, the Conditions and the Agency Agreement.

This Certificate is evidence of entitlement only. Title to this Certificate
passes only on due registration in the register maintained by the Registrar
and only the duly Registered Holder is entitled to payment in respect of this
Certificate.

This Certificate shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by a duly
authorised officer of the Registrar (as defined in the said Conditions).

<PAGE>

                                                                            55
------------------------------------------------------------------------------
IN WITNESS WHEREOF, the Issuer Trustee has caused this Certificate to be duly
executed on its behalf.

Perpetual Trustee Company Limited as trustee for the National
RMBS Trust 2004-1

By:   .....................................................
      Authorised Signatory



CERTIFICATE OF AUTHENTICATION

This Certificate represents one of the Class [A-1/A-3] Notes described in the
above-mentioned Note Trust Deed.

The Bank of New York, New York

as Registrar

By:   ..................................................
      Authorised Officer

Dated:  [____________________________]



<PAGE>

                                                                            56
------------------------------------------------------------------------------

(Reverse of Note)

               TERMS AND CONDITIONS OF THE CLASS [A-1/A-3] NOTES
                      (in the form set out in Schedule 2)

                                   REGISTRAR

                         [Registrar name and address]

and/or such other or further Registrar and/or specified offices as may from
time to time be duly appointed by the Issuer Trustee and notice of which has
been given to the Noteholders.







<PAGE>

                                                                            57
------------------------------------------------------------------------------

Schedule 3              Provisions for Meetings of Offshore Noteholders
------------------------------------------------------------------------------
Validity
               1    A holder of an Offshore Note may obtain a Voting
                    Certificate from a Paying Agent or require Paying Agents
                    to issue a Block Voting Instruction by depositing his
                    Offshore Note with such Paying Agent not later than 48
                    hours before the time fixed for any meeting. Each Voting
                    Certificate and Block Voting Instruction shall be valid
                    for so long as the relevant Offshore Notes shall not be
                    released (as set out in the relevant definition in the
                    Definitions Schedule) and during the validity of such
                    Voting Certificate or Block Voting Instruction the holder
                    of such Voting Certificate or (as the case may be) the
                    Proxy named in such Block Voting Instruction shall, for
                    all purposes in connection with any meeting of Offshore
                    Noteholders, be deemed to be the Offshore Noteholder of
                    the Offshore Notes to which such Voting Certificate or
                    Block Voting Instruction relates and the Paying Agents
                    with which (or to the order of which) such Offshore Notes
                    have been deposited shall be deemed for such purposes not
                    to be the Offshore Noteholder of those Offshore Notes.

Who may convene meetings
               2    The Note Trustee or the Issuer Trustee at any time may,
                    and the Note Trustee (subject to it being indemnified to
                    its satisfaction against all costs and expenses thereby
                    occasioned) upon request in writing of the Offshore
                    Noteholders holding not less than five per cent. of the
                    aggregate Invested Amount of the relevant Offshore Notes
                    for the time being outstanding shall, convene a meeting of
                    the Offshore Noteholders. Whenever the Issuer Trustee or
                    the Note Trustee upon such request of the relevant
                    Offshore Noteholders is about to convene any such meeting
                    it shall give notice in writing to the Note Trustee (or
                    the Issuer Trustee as the case may be) of the day, time
                    and place of that meeting and of the nature of the
                    business to be transacted at that meeting. If the Note
                    Trustee receives notice of a meeting pursuant to the terms
                    of the Master Security Trust Deed it shall convene a
                    meeting of the Offshore Noteholders as soon as practicable
                    thereafter. Every such meeting shall be held at such time
                    and place as the Note Trustee may approve.

Notification of meetings
               3    At least 14 days' notice (exclusive of the day on which
                    the notice is given and of the day on which the meeting is
                    held) specifying the day, time and place of meeting shall
                    be given to the relevant Offshore Noteholders. A copy of
                    the notice shall be given to the Note Trustee, unless the
                    meeting is convened by the Note Trustee, and to the Issuer
                    Trustee unless the meeting shall be convened by the Issuer
                    Trustee. Such notice shall, unless in any particular case
                    the Note Trustee otherwise agrees, specify the terms of
                    the resolutions to be proposed and shall include
                    statements to the effect that Offshore Notes may be
                    deposited with (or to the order of) the Paying Agent or
                    any Paying Agent for the purpose of obtaining Voting
                    Certificates or Block Voting Instructions (and appointing
                    Proxies) until 48 hours before the time fixed for the
                    meeting but not thereafter.
<PAGE>

                                                                            58
------------------------------------------------------------------------------
Chairman
               4    A person (who may, but need not, be a relevant Offshore
                    Noteholder) nominated in writing by the Note Trustee shall
                    be entitled to take the chair at every such meeting but if
                    no such nomination is made or if at any meeting the person
                    nominated shall not be present within 15 minutes after the
                    time appointed for the holding of such meeting the
                    relevant Offshore Noteholders present shall choose one of
                    their number to be chairman and, failing such nomination,
                    the Issuer Trustee may appoint a chairman (who may, but
                    need not, be a relevant Offshore Noteholder). The chairman
                    of an adjourned meeting need not be the same person as was
                    chairman of the original meeting.

Quorum
               5    (a)  At any such meeting any two or more persons present
                         in person holding relevant Offshore Notes or Voting
                         Certificates or Block Voting Instructions or being
                         Proxies or representatives holding or representing in
                         the aggregate at least 51% in principal amount of the
                         relevant Offshore Notes for the time being
                         outstanding shall form a quorum for the transaction
                         of business and no business (other than the choosing
                         of a chairman) shall be transacted at any meeting
                         unless the requisite quorum be present at the
                         commencement of business. The quorum at any such
                         meeting for passing an Extraordinary Resolution shall
                         (subject as provided below) be two or more persons
                         present in person holding relevant Offshore Notes or
                         voting certificates or being proxies or
                         representatives and holding or representing in the
                         aggregate at least 67% in principal amount of the
                         relevant Offshore Notes for the time being
                         outstanding provided that at any meeting the business
                         of which includes any of the matters specified in the
                         proviso to paragraph 13 the quorum shall be two or
                         more persons present in person holding relevant
                         Offshore Notes or voting certificates or being
                         proxies or representatives and holding or
                         representing in the aggregate not less than 75% in
                         principal amount of the relevant Offshore Notes. For
                         the purpose of this Schedule, when all the relevant
                         Offshore Notes for the time being outstanding are
                         represented by or comprised in a single Book-Entry
                         Note, the holder of such Global Note shall be treated
                         as two persons for the purposes of any quorum
                         requirements of a meeting of the relevant Offshore
                         Noteholders.

                    (b)  If within half an hour from the time appointed for
                         any such meeting a quorum is not present the meeting
                         shall, if convened upon the requisition of Offshore
                         Noteholders, be dissolved. In any other case it shall
                         stand adjourned (unless the Issuer Trustee and the
                         Note Trustee agree that it be dissolved) for such
                         period, being not less than 21 days nor more than 42
                         days and to such time and place, as may be appointed
                         by the chairman. At such adjourned meeting two or
                         more persons present in person holding relevant
                         Offshore Notes or Voting Certificates or Block Voting
                         Instructions or being Proxies or representatives
                         (whatever the principal amount of the relevant
                         Offshore Notes so held or represented by them) shall
                         form a quorum and shall have the power to pass any
                         resolution and to decide upon all



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                         matters which could properly have been dealt with at
                         the meeting from which the adjournment took place had
                         a quorum been present at such meeting provided that
                         the quorum at any adjourned meeting at which is to be
                         proposed an Extraordinary Resolution for the purpose
                         of effecting any of the modifications specified in the
                         proviso to paragraph 13 shall be two or more persons
                         present holding relevant Offshore Notes or Voting
                         Certificates or Block Voting Instructions or being
                         Proxies or representatives and holding or
                         representing in the aggregate not less than 51% in
                         principal amount of the relevant Offshore Notes for
                         the time being outstanding.

Adjournment
               6    The chairman may with the consent of (and shall if
                    directed by) any meeting adjourn the same from time to
                    time and from place to place, but no business shall be
                    transacted at any adjourned meeting except business which
                    might lawfully have been transacted at the meeting from
                    which the adjournment took place.

Notice of adjourned meeting
               7    At least ten days' notice of any meeting adjourned through
                    want of a quorum shall be given in the same manner as of
                    an original meeting and such notice shall state the quorum
                    required at such adjourned meeting. Otherwise, it is not
                    necessary to give any notice of an adjourned meeting.

Resolution by show of hands
               8    (a)  Every question submitted to a meeting shall be
                         decided in the first instance by a show of hands and
                         in the case of equality of votes the chairman shall
                         both on a show of hands and on a poll have a casting
                         vote in addition to the vote or votes (if any) to
                         which he may be entitled as a relevant Offshore
                         Noteholder or as a holder of a Voting Certificate or
                         Block Voting Instruction or as a Proxy or
                         representative.

                    (b)  At any meeting, unless a poll is (before or on the
                         declaration of the result of the show of hands)
                         demanded by the chairman or the Issuer Trustee, the
                         Note Trustee or by one or more persons holding one or
                         more of the relevant Offshore Notes or Voting
                         Certificates or Block Voting Instructions or being
                         Proxies or representatives representing in the
                         aggregate not less than two per cent. of the
                         principal amount of the relevant Offshore Notes for
                         the time being outstanding, a declaration by the
                         chairman that a resolution has been carried or
                         carried by a particular majority or lost or not
                         carried by any particular majority shall be
                         conclusive evidence of the fact without proof of the
                         number or proportion of the votes recorded in favour
                         of or against such resolution.

Poll
               9    (a)  If at any meeting a poll is demanded, it shall be
                         taken in such manner and (subject to the provisions
                         of this schedule) either at once or after such an
                         adjournment as the chairman directs and


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                         the  result of such poll shall be deemed to be the
                         resolution of the meeting at which the poll was
                         demanded as at the date of the taking of the poll.
                         The demand for a poll shall not prevent the
                         continuance of the meeting for the transaction of any
                         business other than the question on which the poll
                         has been demanded.

                    (b)  Any poll demanded at any meeting on the election of a
                         chairman or on any question of adjournment shall be
                         taken at the meeting without adjournment.

Entitlement to attend
               10   The Note Trustee and the Issuer Trustee (through their
                    respective representatives) and their respective financial
                    and legal advisers shall be entitled to attend and speak
                    at any meeting of the relevant Offshore Noteholders. No
                    other person shall be entitled to attend or vote at any
                    meeting of the relevant Offshore Noteholders or to join
                    with others in requesting the convening of such a meeting
                    unless he produces the relevant Offshore Note or Offshore
                    Notes of which he is the holder, a Voting Certificate, a
                    Block Voting Instruction naming him as Proxy or evidence
                    of his appointment as a representative of an Offshore
                    Noteholder. The Issuer Trustee is not entitled to vote in
                    respect of relevant Offshore Notes beneficially held by it
                    or on its behalf but this shall not prevent any Proxy
                    named in any Block Voting Instruction from being a
                    director, officer or representative of, or otherwise
                    connected with, the Issuer Trustee or any of its
                    subsidiaries or associated companies.

Voting rights
               11   (a)  Except as provided in paragraph 10 above, at any such
                         meeting:

                         (i)  on a show of hands every person who is present
                              in person and produces a relevant Note, a Voting
                              Certificate, a Block Voting Instruction naming
                              him as a Proxy or evidence of his appointment as
                              a representative of n Offshore Noteholder shall
                              have one vote; and

                         (ii) on a poll every person who is so present shall
                              have one vote in respect of each principal
                              amount of Offshore Notes which is equal to the
                              minimum authorised denomination for such
                              Offshore Notes, so produced or represented by
                              the Voting Certificate so produced or in respect
                              of which he is a Proxy or in respect of which he
                              is a representative. Without prejudice to the
                              obligations of the Proxies named in any Block
                              Voting Instruction, any person entitled to more
                              than one vote need not use all his votes or cast
                              all the votes to which he is entitled in the
                              same way.

                    (b)  A Proxy or representative need not be a relevant
                         Offshore Noteholder.

Proxies

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               12   (a)  Each Block Voting Instruction, together (if so
                         required by the Note Trustee) with proof satisfactory
                         to the Note Trustee of its due execution on behalf of
                         the Paying Agent or Paying Agent, shall be deposited
                         at the specified office of the Issuer Trustee or at
                         such other place as the Note Trustee shall designate
                         or approve not less than 48 hours before the time
                         appointed for holding the meeting or adjourned
                         meeting at which the Proxy named in the Block Voting
                         Instruction proposes to vote and in default the Block
                         Voting Instruction shall not be treated as valid
                         unless the chairman of the meeting decides otherwise
                         before such meeting or adjourned meeting proceeds to
                         business. Unless otherwise agreed by the Note
                         Trustee, a notarially certified copy of each such
                         Block Voting Instruction and such satisfactory proof
                         (if applicable) shall be deposited with the Note
                         Trustee before the commencement of the meeting or
                         adjourned meeting but the Note Trustee shall not
                         thereby be obliged to investigate or be concerned
                         with the validity of, or the authority of the Proxy
                         named in, any such Block Voting Instruction.

                    (b)  Any vote given in accordance with the terms of a
                         Block Voting Instruction shall be valid despite the
                         previous revocation or amendment of the Block Voting
                         Instruction or of any of the relevant Offshore
                         Noteholders' instructions pursuant to which it was
                         executed, provided that no intimation in writing of
                         such revocation or amendment shall have been received
                         from the Paying Agent or the Paying Agent by the
                         Issuer Trustee or the Note Trustee at the specified
                         office of the Issuer Trustee or the Note Trustee or
                         by the chairman of the meeting, in each case not less
                         then 48 hours before the commencement of the meeting
                         or adjourned meeting at which the Block Voting
                         Instruction is intended to be used.

Powers exercisable by Extraordinary Resolution

               13   A meeting of the Offshore Noteholders shall, subject to
                    the provisions contained in the Class A Note Conditions,
                    in addition to the powers set out in this schedule, but
                    without prejudice to any powers conferred on other persons
                    by this schedule or the Note Trust Deed, have the
                    following powers exercisable by Extraordinary Resolution
                    namely:

                    (a)  to authorise and request the Note Trustee to direct
                         the Security Trustee to enforce the Master Security
                         Trust Deed;

                    (b)  to sanction any proposal by the Issuer Trustee for
                         any modification, abrogation, variation, compromise
                         of, or arrangement in respect of, the rights of the
                         relevant Offshore Noteholders or any of them against
                         the Issuer Trustee whether such rights shall arise
                         under the Offshore Notes or otherwise;

                    (c)  to sanction any proposal by the Issuer Trustee for
                         the exchange or sale of the relevant Offshore Notes
                         for, or substitution for the relevant Offshore Notes
                         of, or the conversion of the relevant Offshore

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                         Notes into, or the cancellation of the relevant
                         Offshore Notes in consideration of bonds, debentures,
                         debenture stock or other obligations or securities of
                         the Issuer Trustee or any other body corporate formed
                         or to be formed or cash or any combination of the
                         above;

                    (d)  subject to the Note Trust Deed, to assent to any
                         modification of the provisions contained in the
                         relevant Offshore Notes, the Agency Agreement, the
                         Note Trust Deed or this schedule which shall be
                         proposed by the Issuer Trustee or the Note Trustee;

                    (e)  to waive or authorise any breach or proposed breach
                         by the Issuer Trustee or Note Trustee of its
                         obligations under this deed;

                    (f)  to override any waiver by the Note Trustee of a
                         breach of any provisions of the Transaction Documents
                         or an Event of Default under the Master Security
                         Trust Deed;

                    (g)  to approve a person proposed to be appointed as a new
                         Note Trustee under the Note Trust Deed and power to
                         remove any trustee or trustees for the time being
                         thereof in relation to the relevant Offshore Notes;

                    (h)  to authorise the Note Trustee to concur in and
                         execute and do all such documents, acts and things as
                         may be necessary to carry out and give effect to any
                         Extraordinary Resolution;

                    (i)  to discharge or exonerate the Note Trustee from any
                         liability in respect of any act or omission for which
                         the Note Trustee may have become responsible under
                         the Note Trust Deed or under the relevant Offshore
                         Notes;

                    (j)  to give any authority, direction or sanction which
                         under the relevant Offshore Notes or the Note Trust
                         Deed is required to be given by Extraordinary
                         Resolution;

                    (k)  to appoint any persons (whether relevant Offshore
                         Noteholders or not) as a committee or committees to
                         represent the interests of the relevant Offshore
                         Noteholders and to confer upon such committee or
                         committees any powers or discretions which the
                         relevant Offshore Noteholders could themselves
                         exercise by Extraordinary Resolution,

                    (l)  subject to the Note Trust Deed, to alter, add or
                         modify the terms and conditions of the Offshore Notes
                         or the provisions of any of the Transaction Documents
                         if the alteration, addition or modification is, in
                         the opinion of the Note Trustee, materially
                         prejudicial or likely to be materially prejudicial to
                         the Offshore Noteholders, other than to correct a
                         manifest error or ambiguity or to comply with the
                         law, and shall include any modifications which would
                         have the effect of changing the Final Maturity Date,

                    provided that the special quorum provisions contained in
                    paragraphs 5(a) and 5(b) and, in the case of any adjourned
                    meeting, the proviso to

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                    paragraph 5(b) shall apply in relation to any Extraordinary
                    Resolution for the purpose of making a modification which:

                    (i)  varies the date fixed for final maturity or
                         redemption of the relevant Offshore Notes;

                    (ii) reduces or cancels the principal amount of the
                         relevant Offshore Notes or the rate of interest
                         applicable to the relevant Offshore Notes;

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

                    (v)  varies the provisions in this schedule concerning the
                         quorum required for any meeting of the relevant
                         Offshore Noteholders or the majority required to pass
                         an Extraordinary Resolution;

                    (vi) postpones the date for payment of interest or the
                         rate of interest applicable to a Class of Notes; or

                    (vi) amends this proviso in any manner.

Binding effect of resolutions
               14   A resolution passed at a meeting of the relevant Offshore
                    Noteholders duly convened and held in accordance with this
                    schedule is binding upon all the relevant Offshore
                    Noteholders, whether present or not present at such
                    meeting, and each of the relevant Offshore Noteholders
                    shall be bound to give effect thereto accordingly. The
                    passing of any such resolution shall be conclusive
                    evidence that the circumstances of such resolution justify
                    the passing of it.

Minutes
               15   Minutes of all resolutions and proceedings at every such
                    meeting shall be made and duly entered in books to be from
                    time to time provided for that purpose by the Issuer
                    Trustee or the Note Trustee and any such minutes, if
                    purporting to be signed by the chairman of the meeting at
                    which such resolutions were passed or proceedings
                    transacted or by the chairman of the next succeeding
                    meeting of the relevant Offshore Noteholders, shall be
                    conclusive evidence of the matters referred to in the
                    minutes and until the contrary is proved every such
                    meeting in respect of the proceedings of which minutes
                    have been made and signed by the chairman shall be deemed
                    to have been duly held and convened and all resolutions
                    passed or proceedings transacted thereat to have been duly
                    passed and transacted.

Signed resolution
               16   A resolution in writing signed by or on behalf of all the
                    holders of the Offshore Notes shall be as valid and
                    effectual as an Extraordinary Resolution passed at a
                    meeting of such holders duly convened and held in
                    accordance with the provisions herein contained.

Further regulations
               17   Subject to all other provisions contained in this deed,
                    the Note Trustee may from time to time without the consent
                    of the Issuer Trustee or the


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                    relevant Offshore Noteholders or any of them prescribe such
                    further regulations regarding the requisitioning and
                    holding of meetings of Offshore Noteholders and attendance
                    and voting thereat and in relation to resolutions in writing
                    as the Note Trustee may in its sole discretion determine
                    including particularly (but without prejudice to the
                    generality of the foregoing) such regulations and
                    requirements as the Note Trustee thinks reasonable:

                    (a)  so as to satisfy itself that persons who propose to
                         requisition a meeting in accordance with paragraph 2
                         or who propose to make any requisition to the Note
                         Trustee are in fact Offshore Noteholders; and

                    (b)  as to the form of Voting Certificates or Block Voting
                         Instructions to be issued so as to satisfy itself
                         that persons who purport to attend or vote at any
                         meeting of Offshore Noteholders are entitled to do
                         so.



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Schedule 4              Conditions of the Offshore Notes
------------------------------------------------------------------------------
Terms and Conditions of the Offered Notes


The following, subject to amendments, are the terms and conditions of the
Offered Notes, substantially as they will actually appear on the reverse of
any Offered Notes. The material terms and conditions of the Offered Notes have
also been described under "Description of the Offered Notes" in this
prospectus supplement. Offered Notes will initially be issued in book-entry
form. Offered Notes in definitive form will only be issued in limited
circumstances. While the Offered Notes remain in book-entry form, the same
terms and conditions govern them, except to the extent that they are
appropriate only to the Offered Notes in definitive form. A summary of the
provisions applicable to the Offered Notes while in book entry form, including
the circumstances in which Offered Notes in definitive form will be issued, is
set out in "Description of the Offered Notes" in this prospectus supplement.

Sections in italics are included by way of explanation only and do not
constitute part of the terms and conditions of the Offered Notes.

1     General

The issue of the US$1,000,000,000 Class A-1 Mortgage Backed Floating Rate
Notes due March 2034 ("Class A-1 Notes"), the A$500,000,000 Class A-2 Mortgage
Backed Floating Rate Notes due March 2034 ("Class A-2 Notes"), the
(euro)308,400,000 Class A-3 Mortgage Backed Floating Rate Notes due March 2034
("Class A-3 Notes"), and the A$18,000,000 Class B Mortgage Backed Floating
Rate Notes due March 2034 ("Class B Notes") and certain Redraw Notes from time
to time ("Redraw Notes") (together the "Notes") by Perpetual Trustee Company
Limited, ABN 42 000 001 007, ("Perpetual") in its capacity as trustee of the
National RMBS Trust 2004-1 ("Trust") (Perpetual in such capacity, the "Issuer
Trustee") was authorised by a resolution of the board of directors of
Perpetual passed on September 21, 2004.

The Class A-1 Notes and the Class A-3 Notes (together, the "Offered Notes"):

(a)   are constituted by a Note Trust Deed ("Note Trust Deed") dated on or
      about September 28, 2004 made between the Issuer Trustee, National
      Global MBS Manager Pty Ltd ("Global Trust Manager") and The Bank of New
      York, New York ("Note Trustee") as trustee for the several persons who
      are for the time being:

      (i)  the owners of the Class A-1 Notes (each a "Class A-1 Noteholder"
           and together the "Class A-1 Noteholders"); and

      (i)  the owners of the Class A-3 Notes (each a "Class A-3 Noteholder"
           and together the "Class A-3 Noteholders"),

      (the Class A-1 Noteholders together with the Class A-3 Noteholders,
      being the "Offshore Noteholders");

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

      (i)  a Master Trust Deed ("Master Trust Deed") dated January 3, 2001 to
           which the Global Trust Manager and Perpetual are bound, (as amended
           from time to time);

      (ii) a Supplemental Deed ("Supplemental Deed") dated on or about
           September 28, 2004 made between National Australia Bank Limited,
           ABN 12 004 044 937 (generally the "Bank" and in its respective
           capacities under the Supplemental Deed the "Seller" and the initial
           "Servicer"), the Global Trust Manager, the Issuer Trustee and P.T.
           Limited, ABN 67 004 454 666 ("Security Trustee");

     (iii) a Master Security Trust Deed ("Master Security Trust Deed") dated
           January 3, 2001 made between the Issuer Trustee, the Global Trust
           Manager, the Note Trustee and the Security Trustee

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           and a Deed of Charge ("Deed of Charge") dated on or about September
           22, 2004 (as amended from time to time) between the same parties;

      (iv) the Note Trust Deed;

      (v)  these terms and conditions ("Class A Note Conditions"); and

      (vi) the Agency Agreement (as defined below); and

(c)   have certain defined terms, the meanings of which are contained in a
      Definitions Schedule ("Definitions Schedule") dated January 3, 2001 to
      which , amongst other parties, the Global Trust Manager, the Issuer
      Trustee, the Bank and the Note Trustee are bound (as amended from time
      to time).

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

Payments of interest and principal, and the calculation of certain amounts and
rates, under these Class A Note Conditions in respect of the Offered Notes
will be made pursuant to an Agency Agreement ("Agency Agreement") dated
September 28, 2004 made between the Issuer Trustee, the Note Trustee, the
Global Trust Manager, The Bank of New York, New York, as the initial principal
paying agent ("Principal Paying Agent") (together with any other paying agent
appointed from time to time under the Agency Agreement, "Paying Agents") as
the initial Class A-1 note registrar ("Class A-1 Note Registrar") and as the
initial Class A-3 note registrar ("Class A-3 Note Registrar" and, together
with the Class A-1 Note Registrar, the "Note Registrars"), The Bank of New
York, London Branch as initial London paying agent, and the calculation agent
("Calculation Agent") and Deutsche Bank Luxembourg S.A. as initial Luxembourg
paying agent.

The Issuer Trustee has entered into an ISDA Master Agreements ("Currency Swap
Agreement") with Societe Generale Australia Branch and The Royal Bank of
Scotland plc (each a "Currency Swap Provider") and the Global Trust Manager,
together with a schedule and:

(a)   confirmations relating thereto in respect of the Class A-1 Notes (such
      confirmation documenting the "US$ Class A-1 Currency Swaps"); and

(b)   confirmations relating thereto in respect of the Class A-3 Notes (such
      confirmation documenting the "(euro) Class A-3 Currency Swaps"),

(the  US$ Class A-1 Currency Swaps and the (euro) Class A-3 Currency Swaps
      together, the "Currency Swaps").

"US$" means the lawful currency for the time being of the United States of
America, "(euro)" means the currency of the member states of the European
Union that adopt the single currency in accordance with the treaty
establishing the European Community and "A$" means the lawful currency for the
time being of the Commonwealth of Australia.

2     Interpretation and Payment Calculations

2.1   Interpretation

      In these Class A Note Conditions, unless the context otherwise requires:

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

      (b)  a reference to any regulation or to any section or provision
           thereof includes any statutory modification or re-enactment or any
           statutory provision substituted therefor and all ordinances,
           by-laws, regulations and other statutory instruments issued
           thereunder;

      (c)  a reference to any document or agreement is a reference to such
           document or agreement as amended, varied, supplemented or replaced
           from time to time;

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      (d)  words importing the singular include the plural (and vice versa);

      (e)  words denoting a given gender include all other genders; and

      (f)  headings are for convenience only and do not affect the
           interpretation of these Class A Note Conditions.

2.2   Payment Calculations

      Except as expressly provided otherwise in these Class A Note Conditions,
      all payments in a given currency under these Class A Note Conditions
      will be rounded to the nearest cent in that currency.

3     Offshore Noteholders Bound

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

"Transaction Documents" means the Master Trust Deed insofar as it relates to
the Trust, the Definitions Schedule insofar as it applies to the Trust, the
Notice of Creation of Trust, the Supplemental Deed, each Support Facility, the
Master Security Trust Deed insofar as it applies to the Trust, the Deed of
Charge, the Dealer Agreement, the Underwriting Agreement, the Note Trust Deed,
each Note, the Servicing Agreement insofar as it applies to the Trust, the
Agency Agreement, the Delegation Deed, the Sale Agreement, the Offer to Sell
and any other document which is agreed by the Global Trust Manager and the
Issuer Trustee to be a Transaction Document in relation to the Trust.

"Dealer Agreement", "Support Facility", "Notice of Creation of Trust",
"Mortgage Insurance Policy", "Servicing Agreement", "Underwriting Agreement",
"Delegation Deed", "Sale Agreement" and "Offer to Sell" have the same
respective meanings as in the Supplemental Deed or the Definitions Schedule,
as the case may be.

4     Form, Denomination and Title of and to, and the Issue of Definitive,
      Offered Notes

4.1   Form and Denomination

      The Offered Notes will be issued in registered form without interest
      coupons and:

      (a)  in the case of the Class A-1 Notes, in minimum denominations of
           US$100,000 and integral multiples of US$10,000 in excess thereof;
           and

      (b)  in the case of the Class A-3 Notes, in minimum denominations of
           (euro)100,000 and integral multiples of (euro)10,000 in excess
           thereof.

      The initial principal amount of each Offered Note ("Initial Invested
      Amount" in relation to that Offered Note) will be stated on its face.

4.2   Title

      Title to the Offered Notes will only be shown on, and will only pass by
      registration in, the registers ("Note Registers") maintained by the Note
      Registrars in accordance with the Agency Agreement. Offered Notes may be
      transferred, or may be exchanged for other Offered Notes in any
      authorised denominations and a like Invested Amount (as defined in
      Condition 6.4), upon the surrender of the Offered Notes to be
      transferred or exchanged, duly endorsed with or accompanied by a written
      instrument of transfer and exchange duly executed (with such execution
      guaranteed by an "eligible guarantor institution" meeting the
      requirements of the relevant Note Registrar) and the provision of such
      other documents as the relevant Note Registrar may reasonably require,
      to a specified office of that Note Registrar (as set out at the end of
      these Class A Note Conditions or otherwise notified to Offshore
      Noteholders) subject to and in accordance with the Agency Agreement. No
      service charge may be made


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                                                                            68
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      for any transfer or exchange, but the relevant Note Registrar may require
      payment by the Offshore Noteholder of a sum sufficient to cover any tax
      or other governmental charge that may be imposed in connection with any
      transfer or exchange of Offered Notes. The relevant Note Registrar need
      not register transfers or exchanges of Offered Notes for a period of 30
      days preceding the due date for any payment with respect to the Offered
      Notes or for a period, not exceeding 30 days, specified by the Note
      Trustee prior to any meeting, which includes Offshore Noteholders, under
      the Master Trust Deed or the Master Security Trust Deed, as applicable.
      The Issuer Trustee, the Note Trustee, the Global Trust Manager, the
      Calculation Agent and each Paying Agent may accept the correctness of the
      Note Registers and any information provided to it by a Note Registrar and
      is not required to enquire into its authenticity. None of the Issuer
      Trustee, the Note Trustee, the Global Trust Manager, the Calculation
      Agent, any Paying Agent or any Note Registrar is liable for any mistake
      in the Note Register or in any purported copy except to the extent that
      the mistake is attributable to (in the case of the Issuer Trustee or the
      Note Trustee) its own fraud, negligence or breach of trust or (in the
      case of the other parties) its fraud, negligence or material breach of
      obligation.

5     Status, Security and Relationship between the Offered Notes,
      the Class A-2 Notes, the Class B Notes and the Redraw Notes

5.1   Status of the Securities

      The Offered Notes are direct, secured (as described in Condition 5.2),
      limited recourse (as described in Condition 5.3) obligations of the
      Issuer Trustee.

      The Class A-2 Notes are direct, secured, limited recourse obligations of
      the Issuer Trustee.

      The Offered Notes and the Class A-2 Notes rank equally and ratably in
      relation to the allocation and payment of interest and principal.

      Any Redraw Notes are direct, secured, limited recourse obligations of
      the Issuer Trustee.

      The Class B Notes are direct, secured, limited recourse, subordinated
      obligations of the Issuer Trustee.

5.2   Security

      The obligations of the Issuer Trustee under the Offered Notes are
      (amongst the other payment obligations of the Issuer Trustee comprising
      the Secured Moneys (as defined below)) secured, pursuant to the Master
      Security Trust Deed and the Deed of Charge, in favour of the Security
      Trustee as trustee for the Secured Creditors (as defined below), by a
      fixed and floating charge ("Charge") over all of the assets and
      property, real and personal (including choses in action and other
      rights), tangible and intangible, present or future, of the Trust
      ("Secured Property"). The Secured Property includes an equitable
      interest in certain housing loans, and related mortgages, acquired by
      the Issuer Trustee from National Australia Bank Limited ("Seller"). The
      Charge is a first ranking security in the Secured Property.

      "Secured Creditors" and "Secured Moneys" have the same respective
      meanings as in the Deed of Charge.

5.3   Limited Recourse

      The liability of the Issuer Trustee to make interest and principal
      payments on the Class A-1 Notes is limited, except in certain
      circumstances described in Condition 12, to the assets of the Trust
      available for this purpose in accordance with, and subject to the order
      of priority of payments in, the Supplemental Deed.

      The net proceeds of realisation of the assets and property of the Trust
      (including following an Event of Default) may be insufficient to pay all
      amounts due to the Offshore Noteholders and any other amounts ranking in
      priority to or equally with amounts due to the Offshore Noteholders.
      Except in the limited circumstances described in Condition 12, the
      assets of Perpetual held in its personal capacity will not be available
      for payment of any shortfall arising and all claims in respect of such
      shortfall will be extinguished. The assets of Perpetual held in its
      capacity as trustee of any other trust (including any

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      other trust established pursuant to the Master Trust Deed) will not in
      any circumstances be available to pay any amounts due to Offshore
      Noteholders.

      None of the Bank, the Global Trust Manager, the Fixed Rate Swap
      Provider, the Basis Swap Provider, the Note Trustee, the Security
      Trustee, the Principal Paying Agent, any Paying Agent, the Calculation
      Agent or the Currency Swap Provider, amongst others, have any obligation
      to any Offshore Noteholder for payment of any amount owed by the Issuer
      Trustee in respect of the Offered Notes.

      "Event of Default" has the meaning given to it in the Deed of Charge.

5.4   No Preference within the Offered Notes

      The Offered Notes rank equally and ratably and without any preference or
      priority among themselves.

5.5   Issue of Redraw Notes

      Under the Supplemental Deed, the Issuer Trustee is entitled to issue
      debt securities ("Redraw Notes") from time to time at the direction of
      the Global Trust Manager. If, on or prior to a Determination Date, the
      Global Trust Manager considers that the Principal Collections to be
      calculated on that Determination Date (determined prior to taking into
      account the proceeds of issue of any Redraw Notes on the immediately
      following Payment Date) are likely to be insufficient to meet in full
      any Redraws provided by the Seller during the preceding Collection
      Periods and due to be repaid or reimbursed to the Seller on the
      immediately following Payment Date, the Global Trust Manager may direct
      the Issuer Trustee to issue Redraw Notes for a principal amount
      specified in the direction. The Total Invested Amount (as hereinafter
      defined) of the Redraw Notes outstanding on any Determination Date must
      not exceed the amount specified by the Global Trust Manager and which is
      the subject of a confirmation from each Current Rating Agency that such
      issue will not result in the reduction, qualification or withdrawal of
      the then ratings assigned to the Notes.

      "Current Rating Agency", "Collection Period", "Determination Date",
      "Available Principal Collections", "Redraws", "Redraw Drawing", "Payment
      Date" and "Redraw Principal Outstanding" have the same respective
      meanings as in the Supplemental Deed.

      Prior to the occurrence of an Event of Default, under the Supplemental
      Deed and the Master Security Trust Deed:

      (i)  the payment of interest on the Redraw Notes and the Class A-2 Notes
           will rank equally and ratably with the payment of the relevant A$
           amount by the Issuer Trustee to the Currency Swap Providers which
           in turn will be applied to meet the payment of interest on the
           Offered Notes as explained in Condition 6.9); and

      (ii) the repayment of principal on the Redraw Notes will rank ahead of
           the payment of the relevant A$ amount by the Issuer Trustee to the
           Currency Swap Providers which in turn will be applied to meet the
           repayment of principal on the Offered Notes as explained in
           Condition 7.2).

      Following the occurrence of an Event of Default, under the Master
      Security Trust Deed and the Supplemental Deed the payment of amounts
      owing in relation to the Redraw Notes and the Class A-2 Notes will rank
      ratably with the payment of amounts owing in relation to the Offered
      Notes (the amounts owing in respect of the Offered Notes will, for the
      purposes of determining distributions to, and allocations between, the
      Offshore Noteholders and other Secured Creditors, be converted into A$
      in accordance with the Master Security Trust Deed and the Supplemental
      Deed).

5.6   Subordination of Class B Notes

      Prior to the occurrence of an Event of Default, the payment of interest
      in relation to the Class B Notes is subordinated to, amongst other
      things, the payment of interest on the Offered Notes in accordance with
      the Supplemental Deed; and the repayment of the principal on the Class B
      Notes is, to a certain extent, subordinated to, amongst other things,
      the repayment of the principal on the Offered Notes in accordance with
      the calculations to be made of the amounts to be paid by the Issuer
      Trustee under the Supplemental Deed (in the case of the Offered Notes,
      the subordination of the Class B Notes is in respect of the relevant

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      A$ amounts payable by the Issuer Trustee to the Currency Swap Provider
      which in turn will be applied to meet the payment of interest and the
      repayment of principal on the Offered Notes as explained, respectively,
      in Conditions 6.9 and 7.2).

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

5.7   The Securities Rank Equally Except as Provided in the Transaction
      Documents

      The Offered Notes, the Class A-2 Notes, the Class B Notes and the Redraw
      Notes enjoy the same rights, entitlements, benefits and restrictions
      except as expressly provided in the Transaction Documents.

6     Interest

6.1   Period of Accrual

      Each Offered Note accrues interest from (and including) September 28,
      2004 ("Closing Date") and ceases to accrue interest on (but excluding)
      the earliest of:

      (a)  the date on which the Stated Amount (as hereinafter defined) of the
           Offered Note is reduced to zero and all accrued but previously
           unpaid interest is paid in full (including but not limited to the
           circumstances described in Conditions 7.3 and 7.4);

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

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

          (ii) the seventh day after notice is given to the Offshore
               Noteholder (either in accordance with Condition 11.1 or
               individually) that, where required by Condition 8.2, such
               payment will be made, provided that upon such presentation
               payment is in fact made;

      (c)  the date on which the Offered Note is deemed to be redeemed in
           accordance with Condition 7.6;

      (d)  the date on which the Offshore Noteholder renounces all of its
           rights to any amounts payable under or in respect of that Offered
           Note; and

      (e)  the Final Maturity Date (as defined in Condition 7.1).

           "Stated Amount" in relation to:

           (a)  a Offered Note on any Determination Date means an amount equal
                to:

                (i)   the Initial Invested Amount of that Offered Note; less

                (ii)  the aggregate of all amounts previously paid in relation
                      to that Offered Note on account of principal pursuant to
                      Condition 7.2(c); less

               (iii)  the amount to be paid in relation to that Offered Note
                      on account of principal on the next Payment Date
                      pursuant to Condition 7.2(c); less

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                (iv)  the amount of any Principal Charge-off to be allocated
                      to that Offered Note on that Determination Date which
                      will not be reimbursed on the immediately following
                      Payment Date in accordance with the Supplemental Deed;
                      less

                (v)   (without double counting any Principal Charge-offs) any
                      Carryover Principal Charge-offs in respect of that
                      Offered Note which have not been reimbursed on or before
                      the immediately following Payment Date in accordance
                      with the Supplemental Deed; and

           (b)  a Class A-2 Note, a Class B Note or a Redraw Note on any
                Determination Date, has the meaning given to it in the
                Supplemental Deed.

6.2   Interest Periods

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

      "Business Day" means any day (other than a Saturday, a Sunday or a
      public holiday) on which banks are open for business in Melbourne,
      Sydney, London and New York City provided that in each case the day is
      also a TARGET Settlement Date.

      "Payment Date" means the 20th day of each of December, March, June and
      September in each year (or, if such a day is not a Business Day, the
      next Business Day). The first Payment Date is in December 2004 (or, if
      that day is not a Business Day, the next Business Day).

      "TARGET" means the Trans-European Automated Real-time Gross Settlement
      Express Transfer System.

      "TARGET Settlement Date" means any day on which TARGET is open for
      business.

6.3   Interest Rate for the Offered Notes

      The rate of interest ("Interest Rate") payable from time to time:

      (a)  in respect of a Class A-1 Note and an Interest Period is the
           aggregate of USD-LIBOR-BBA (as hereinafter defined) for that
           Interest Period and the Margin (as hereinafter defined) in relation
           to the Class A-1 Note; and

      (b)  in respect of a Class A-3 Note and an Interest Period is the
           aggregate of EURIBOR (as hereinafter defined) for that Interest
           Period and the Margin (as hereinafter defined) in relation to the
           Class A-3 Note.

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

      (a)  on each Rate Set 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 deposits in US dollars in the
           London inter-bank market which appears on the Rate Page (as
           hereinafter defined) as of 11.00am, London time, on the Rate Set
           Date;

      (b)  if such rate does not appear on the Rate Page at that time, the
           USD-LIBOR-BBA for that Interest Period will be determined as if the
           Issuer Trustee and the Calculation Agent had specified
           "USD-LIBOR-Reference Banks" as the applicable Floating Rate Option
           under the


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           ISDA Definitions. For this purpose "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 determined by the Calculation Agent) at approximately
           11.00am, London time, on the Rate Set Date to prime banks in the
           London interbank market for a period of three months commencing on
           the first day of the 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 USD-LIBOR-BBA for that Interest Period will be the
           arithmetic mean of the rates quoted by not less than two major banks
           in New York City, selected by the Calculation Agent and the Currency
           Swap Providers, at approximately 11.00am, New York City time, on
           that Rate Set Date for loans in US dollars to leading European banks
           for a period of three months commencing on the first day of the
           Interest Period and in a representative amount. If no such rates are
           available in New York City, then the USD-LIBOR-BBA for such Interest
           Period will be the most recently determined rate in accordance with
           paragraph (a); and

      (c)  the USD-LIBOR-BBA for the first Interest Period will be the rate
           determined by linear interpolation calculated in accordance with
           paragraph (a) or, if applicable, paragraph (b) above with reference
           to the duration of the first Interest Period.

      "EURIBOR" for an Interest Period will be calculated by the Calculation
      Agent in accordance with paragraph (a) (or, if applicable, paragraph
      (b)) below (subject, in the case of the first Interest Period, to
      paragraph (c) below):

      (a)  on each Rate Set Date the Calculation Agent will determine the rate
           "EUR-EURIBOR-Telerate" (as defined in the 2000 ISDA Definitions of
           the International Swaps and Derivatives Association, Inc. (the
           "ISDA Definitions")), being the rate for deposits in (euro) for a
           period of three months which appears on the Rate Page as of
           11.00am, Brussels time, on the Rate Set Date;

      (b)  if such rate does not appear on the Rate Page at that time, the
           EUR-EURIBOR-Telerate for that Interest Period will be determined as
           if the Issuer Trustee and the Calculation Agent had specified
           "EUR-EURIBOR-Reference Banks" which means the rate determined by
           the Calculation Agent on the Rate Set Date on the basis of the
           rates at which deposits in (euro) are offered by the Reference
           Banks (being four major banks in the Euro-zone interbank market
           determined by the Calculation Agent) at approximately 11.00am,
           Brussels time, on the Rate Set Date to prime banks in the Eurozone
           interbank market for a period of three months commencing on the
           first day of the Interest Period and in a Representative Amount (as
           defined in the ISDA Definitions). The Calculation Agent will
           request the principal Euro-zone office of each of the Reference
           Banks to provide a quotation of its rate. If at least two such
           quotations are provided, the EUR-EURIBOR-Telerate for that Interest
           Period will be the arithmetic mean of the quotations. If fewer than
           two quotations are provided, the rate for that Interest Period will
           be the arithmetic mean of the rates quoted by not less than two
           major banks in the Euro-zone, as selected by the Calculation Agent,
           at approximately 11:00am, Brussels time, on the Rate Set Date for
           loans in (euro) to leading European banks for a period of three
           months commencing on the first day of the Interest Period and in a
           Representative Amount. If no such rates are available in the
           Euro-zone, then the EUR-EURIBOR-Telerate for such Interest Period
           will be the most recently determined rate in accordance with
           paragraph (a); and

      (c)  the EUR-EURIBOR-Telerate for the first Interest Period will be the
           rate determined by linear interpolation calculated in accordance
           with paragraph (a) or, if applicable, paragraph (b) above with
           reference to the duration of the first Interest Period.

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

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

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      "Rate Set Date" means the second Banking Day before the beginning of the
      Interest Period.

      "Margin" in relation to:

      (a) a Class A-1 Note means, subject to the following:

           (i)  for the period from, and including, the Closing Date to, but
                excluding, the Call Date (as defined in Condition 7.3), 0.11%
                per annum; and

           (ii) for the period from, and including, the Call Date to, but
                excluding, the date on which that Class A-1 Note ceases to
                accrue interest in accordance with Condition 6.1, 0.22% per
                annum; and

      (b) a Class A-3 Note means, subject to the following:

           (i)  for the period from, and including, the Closing Date to, but
                excluding, the Call Date (as defined in Condition 7.3), 0.12%
                per annum; and

           (ii) for the period from, and including, the Call Date to, but
                excluding, the date on which that Class A-3 Note ceases to
                accrue interest in accordance with Condition 6.1, 0.24% per
                annum.

      If on or after the Call Date the Issuer Trustee, at the direction of the
      Global Trust Manager, proposes to exercise its option to redeem the
      Notes at their Stated Amount in accordance with Condition 7.3 on a
      Payment Date but is unable to do so because, following a meeting of
      Noteholders convened under the Master Trust Deed by the Global Trust
      Manager for this purpose, the Noteholders have not approved by an
      Extraordinary Resolution (as defined in Condition 9.1) the redemption of
      the Offered Notes at their Stated Amount, then the Margin in relation to
      each Offered Note from, and including, that Payment Date to, but
      excluding, the date on which that Offered Note ceases to accrue interest
      in accordance with Condition 6.1, will remain at, or revert to, the
      Margin applying at the Closing Date.

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

6.4   Calculation of Interest on the Offered Notes

      Interest on each Class A-1 Note for an Interest Period (the "Class A-1
      Interest Amount") and on each Class A-3 Note for an Interest Period (the
      "Class A-3 Interest Amount") is calculated by applying the Interest Rate
      for that Offered Note for that Interest Period to the Invested Amount of
      that Offered Note on the first day of the Interest Period (after taking
      into account any reductions in the Invested Amount of that Offered Note
      on that day), by then multiplying such product by the actual number of
      days in the Interest Period divided by 360 and rounding the resultant
      figure down to the nearest cent.

      If any Interest Amount is not paid on the date when it is due and
      payable, then such unpaid Interest Amount will accrue interest in
      accordance with these Class A Note Conditions until paid in full.

      "Interest Amount" means:

      (a) the Class A-1 Interest Amount; or

      (b) the Class A-3 Interest Amount,

      as the context requires.

      "Invested Amount" in relation to a Offered Note means, on any
      Determination Date, the Initial Invested Amount of that Offered Note
      less the aggregate of all amounts previously paid, and to be paid on the
      next Payment Date, in relation to that Offered Note on account of
      principal pursuant to Condition 7.2(c).

6.5   Determination of Interest Rate and Interest Amount

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

6.6   Notification and Publication of Interest Rate and Interest Amount

      The Calculation Agent will cause the Interest Rate, the Interest Amount
      and the Principal Amount (as defined in Condition 7.2(c)) for each
      Interest Period, and the date of the next Payment Date, to be notified
      to the Issuer Trustee, the Global Trust Manager, the Note Trustee, the
      Currency Swap Providers, the Paying Agents and for such period as the
      Offered Notes are listed on the Luxembourg Stock Exchange and the rules
      of the Luxembourg Stock exchange require, the Luxembourg Stock Exchange)
      on or as soon as practical after the Calculation Agent has determined
      the Interest Rate and calculated the Interest Amount and will cause the
      same to be published in accordance with Condition 11.1 as soon as
      possible after that notification. The Interest Amount and the Payment
      Date may subsequently be amended (or appropriate alternative
      arrangements made by way of adjustment) in the event of an extension or
      shortening of the Interest Period. If following the occurrence of an
      Event of Default (as defined in Condition 5.3), the Security Trustee
      declares in accordance with the Master Security Trust Deed that the
      Offered Notes are immediately due and payable, the Interest Rate in
      respect of the Offered Notes will nevertheless continue to be calculated
      by the Calculation Agent in accordance with this Condition 6.6, but no
      publication of the Interest Rate so calculated needs to be made unless
      the Note Trustee otherwise requires.

6.7   Determination or Calculation by the Note Trustee

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

6.8   Calculation Agent

      The Issuer Trustee will procure that, for so long as any of the Offered
      Notes remain outstanding, there will at all times be a Calculation
      Agent. The Global Trust Manager may, with the prior written approval of
      the Note Trustee and the Issuer Trustee, terminate the appointment of
      the Calculation Agent at any time by giving not less than 45 days'
      notice in writing to, amongst others, the Calculation Agent. Notice of
      that termination will be given by the Issuer Trustee to the Offshore
      Noteholders in accordance with Condition 11.1. 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 Trustee,
      at the direction of the Global Trust Manager, will appoint a successor
      Calculation Agent to act as such in its place, provided that neither the
      resignation nor removal of the Calculation Agent will take effect:

      (a)  until a successor approved by the Note Trustee and the Issuer
           Trustee has been appointed; and

      (b)  if as a result there would cease to be Agents as required by these
           Class A Note Conditions, and provided further that there must at
           all times be a Paying Agent in Luxembourg.

      Notice of the appointment of the successor shall be given by the Issuer
      Trustee to the Luxembourg Stock Exchange in accordance with the Agency
      Agreement Offshore Noteholders in accordance with Condition 11.1. The
      initial Calculation Agent and its specified office are set out at the
      end of these Class A Note Conditions.

      "Agent" and "Paying Agent" have the meanings given to them in the
      Definitions Schedule.

6.9   Payment of the Interest Amount

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      The Class A-1 Interest Amount for each Interest Period in relation to a
      Class A-1 Note is payable in arrears in US$ on the relevant Payment
      Date. The Class A-3 Interest Amount for each Interest Period in relation
      to a Class A-3 Note is payable in arrears in (euro) on the relevant
      Payment Date. On each Payment Date prior to the occurrence of an Event
      of Default, the Issuer Trustee must:

      (a)  to the extent that there are funds available for this purpose in
           accordance with the Supplemental Deed pay, in accordance with the
           directions of the Global Trust Manager:

           (i)  the A$ Class A-1 Interest Amount in relation to that Payment
                Date to each US$ Class A-1 Currency Swap Provider in
                accordance with the relevant US$ Class A-1 Currency Swaps;

           (ii) the A$ Class A-3 Interest Amount in relation to that Payment
                Date to each (euro) Class A-3 Currency Swap Provider in
                accordance with the relevant (euro) Class A-3 Currency Swap;

      (b)  to the extent of the payment received under paragraph (a) above,
           direct:

           (i)  each US$ Class A-1 Currency Swap Provider to pay the interest
                due on the Class A-1 Notes on each Payment Date to the Paying
                Agents in accordance with the Agency Agreement and the
                relevant US$ Class A-1 Currency Swap; and

           (ii) each (euro) Class A-3 Currency Swap Provider to pay the
                interest due on the Class A-3 Notes on each Payment Date to
                the Paying Agents in accordance with the Agency Agreement and
                the relevant (euro) Class A-3 Currency Swap; and

      (c) direct each Principal Paying Agent to pay:

           (i)  the interest due on the Class A-1 Notes from the amounts
                received from the US$ Class A-1 Currency Swap Providers
                ratably amongst the Class A-1 Notes based on their Invested
                Amounts towards the Interest Amount in relation to each Class
                A-1 Note in relation to the relevant Interest Period in
                accordance with, and subject to, these Class A Note Conditions
                and the Agency Agreement; and

           (ii) the interest due on the Class A-3 Notes from the amounts
                received from the (euro) Class A-3 Currency Swap Providers
                ratably amongst the Class A-3 Notes based on their Invested
                Amounts towards the Interest Amount in relation to each Class
                A-3 Note in relation to the relevant Interest Period in
                accordance with, and subject to, these Class A Note Conditions
                and the Agency Agreement.

           "A$ Class A-1 Interest Amount" has the same meaning as in the
           Supplemental Deed.

           "A$ Class A-3 Interest Amount" has the same meaning as in the
           Supplemental Deed.

7     Redemption

7.1   Final redemption of the Offered Notes

      Unless previously redeemed (or deemed to be redeemed) in full, the
      Issuer Trustee will redeem the Offered Notes at their then Stated Amount
      (without double counting), together with all then accrued but unpaid
      interest, on the Payment Date occurring in March 2034 ("Final Maturity
      Date").

7.2   Part Redemption of Offered Notes

      Subject to Conditions 7.3, 7.4 and 7.6, on each Payment Date prior to
      the occurrence of an Event of Default, until the Stated Amount of the
      Offered Notes, together with all then accrued but unpaid interest, is
      reduced to zero, the Issuer Trustee must:

      (a)  pay ratably, in accordance with the directions of the Global Trust
           Manager:

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           (i)  the A$ Class A-1 Principal (if any) payable in relation to
                that Payment Date to each US$ Class A-1 Currency Swap Provider
                in accordance with the relevant US$ Class A-1 Currency Swap;

           (ii) the A$ Class A-3 Principal (if any) payable in relation to
                that Payment Date to each (euro) Class A-3 Currency Swap
                Provider in accordance with the relevant (euro) Class A-3
                Currency Swap;

      (b)  to the extent of the payment received under paragraph (a) above,
           direct:

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

           (ii) each (euro) Class A-3 Currency Swap Provider to pay on each
                Payment Date to the Principal Paying Agent in accordance with
                the Agency Agreement the (euro) equivalent of the amount of
                the A$ Class A-3 Principal (such (euro) equivalent of the A$
                Class A-3 Principal Amount being the "Class A-3 Principal
                Amount") received by the (euro) Class A-3 Currency Swap
                Provider from the Issuer Trustee on that Payment Date; and

      (c)  direct the Principal Paying Agent to pay:

           (i)  the Class A-1 Principal Amount from the amounts received from
                the US$ Class A-1 Currency Swap Providers ratably amongst the
                Class A-1 Notes towards the repayment of the Stated Amount of
                the Class A-1 Notes in accordance with, and subject to, these
                Class A Note Conditions and the Agency Agreement ("Principal
                Amount"). Such a payment towards the Stated Amount on a Class
                A-1 Note will constitute a redemption of the Class A-1 Note in
                part to the extent of such repayment and, upon such repayment,
                the obligations of the Issuer Trustee with respect to the
                Class A-1 Note will be discharged to the extent of such
                repayment; and

           (ii) the Class A-3 Principal Amount from the amounts received from
                the (euro) Class A-3 Currency Swap Providers ratably amongst
                the Class A-3 Notes towards the repayment of the Stated Amount
                of the Class A-3 Notes in accordance with, and subject to,
                these Class A Note Conditions and the Agency Agreement
                ("Principal Amount"). Such a payment towards the Stated Amount
                on a Class A-3 Note will constitute a redemption of the Class
                A-3 Note in part to the extent of such repayment and, upon
                such repayment, the obligations of the Issuer Trustee with
                respect to the Class A-3 Note will be discharged to the extent
                of such repayment.

      "A$ Class A-1 Principal Amount" has the same meaning as in the
      Supplemental Deed.

      "A$ Class A-3 Principal Amount" has the same meaning as in the
      Supplemental Deed.

7.3   Call Option

      The Issuer Trustee will, subject to the other provisions of this
      Condition 7, when directed by the Global Trust Manager (at the Global
      Trust Manager's option), redeem all, but not some only, of the Notes at
      their then Invested Amount (without double counting), subject to the
      following, together with all accrued but unpaid interest in respect of
      the Notes to (but excluding) the date of redemption, on any Payment Date
      falling on or after the Payment Date on which the aggregate Outstanding
      Principal Balance of all Housing Loans referable to the Purchased
      Mortgage Loans (calculated as at the end of the immediately preceding
      Collection Period) is less than 10% of the aggregate Outstanding
      Principal Balance of all Housing Loans referable to the Purchased
      Mortgage Loans on the Closing Date.

      Notwithstanding the foregoing, the Issuer Trustee may redeem the Notes
      at their Stated Amount on a Call Date, instead of at their Invested
      Amount (without double counting), together with accrued but


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      unpaid interest in respect of the Notes to (but excluding) the date of
      redemption, if so approved by an Extraordinary Resolution (as defined in
      Condition 9.1) of the Noteholders.

      However, the Issuer Trustee will not redeem the Notes unless it is in a
      position on the relevant Payment Date to repay the then Invested Amounts
      or the Stated Amounts (without double counting), as required, of the
      Notes together with all accrued but unpaid interest to (but excluding)
      the date of redemption and to discharge all its liabilities in respect
      of amounts which are required under the Master Security Trust Deed and
      the Supplemental Deed to be paid in priority to or equally with the
      Notes as if the Deed of Charge in respect of the Trust were enforced.

      The Issuer Trustee will give not more than 60 nor less than 45 days'
      notice (which will be irrevocable) of the Payment Date on which a
      proposed redemption under this Condition 7.3 will occur to the Seller,
      the Note Trustee, the Principal Paying Agent, the Note Registrars, the
      Calculation Agent, the Paying Agents and the Offshore Noteholders in
      accordance with Condition 11.1.

      "Outstanding Principal Balance", "Purchased Mortgage Loans" and "Housing
      Loans" have the same respective meanings given to them in the
      Definitions Schedule.

7.4   Redemption for Taxation or Other Reasons

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

      (a)  on the next Payment Date the Issuer Trustee will be required to
           deduct or withhold from any payment of principal or interest in
           respect of the Notes including corresponding payments under any
           Currency Swap, any amount for or on account of any present or
           future taxes, duties, assessments or governmental charges of
           whatever nature imposed, levied, collected, withheld or assessed by
           a Relevant Jurisdiction; or

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

      and, in each case, such obligation cannot be avoided by the Issuer
      Trustee taking reasonable measures available to it, the Issuer Trustee
      must, when so directed by the Global Trust Manager (at the Global Trust
      Manager's option), redeem all, but not some only, of the Notes on any
      subsequent Payment Date at their then Invested Amount (without double
      counting), subject to the following, together with accrued but unpaid
      interest in respect of the Notes to (but excluding) the date of
      redemption. Notwithstanding the foregoing, the Issuer Trustee may redeem
      the Notes at their Stated Amount, instead of at their Invested Amount
      (without double counting), together with accrued but unpaid interest in
      respect of the Notes to (but excluding) the date of redemption, if so
      approved by an Extraordinary Resolution (as defined in Condition 9.1) of
      the Noteholders.

      The Global Trust Manager will not direct the Issuer Trustee to, and the
      Issuer Trustee will not, so redeem the Notes unless the Issuer Trustee
      is in a position on such Payment Date to repay in respect of the Notes
      their then Invested Amount or Stated Amount (without double counting),
      as required, together with all accrued but unpaid interest to (but
      excluding) the date of redemption and to discharge all its liabilities
      in respect of amounts which are required under the Master Security Trust
      Deed and the Supplemental Deed to be paid in priority to or equally with
      the Notes as if the Deed of Charge in respect of the Trust was enforced.

      The Issuer Trustee will give not more than 60 nor less than 45 days'
      notice (which will be irrevocable) of the Payment Date on which a
      proposed redemption under this Condition 7.4 will occur to the Note
      Trustee, the Seller, the Principal Paying Agent, the Note Registrars,
      the Calculation Agent, the Paying Agents and the Offshore Noteholders in
      accordance with Condition 11.1.
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      If an event referred to in paragraph (a) of this Condition 7.4 occurs in
      respect of only the Offered Notes (and not any other Notes) and as a
      result thereof the Issuer Trustee gives notice in accordance with this
      Condition 7.4 that it proposes to redeem all of the Notes on the Payment
      Date referred to in that notice, the Offshore Noteholders may by an
      Extraordinary Resolution (as defined in Condition 10.3) in accordance
      with the Note Trust Deed elect that they do not require the Issuer
      Trustee to redeem the Notes. If the Offshore Noteholders make such an
      election they (or the Note Trustee on their behalf) must notify the
      Issuer Trustee and the Global Trust Manager not less than 21 days before
      the proposed Payment Date for the redemption of the Notes. Upon receipt
      of such a notice, the Issuer Trustee must not so redeem the Notes.

7.5   Certification

      For the purpose of any redemption made under Condition 7.3 or 7.4, the
      Issuer Trustee and the Note Trustee may rely on any certificate of an
      Authorised Person (as defined in the Master Trust Deed) of the Global
      Trust Manager that the Issuer Trustee will be in a position to repay in
      respect of the Offered Notes their then Invested Amount or Stated Amount
      (without double counting), as applicable, together with all accrued but
      unpaid interest to (but excluding) the date of redemption and to
      discharge all its liabilities in respect of amounts required under the
      Master Security Trust Deed and the Supplemental Deed to be paid in
      priority to or equally with the Offered Notes as if the Deed of Charge
      in respect of the Trust was enforced.

7.6   Redemption on Final Payment

      Upon a final distribution being made in respect of the Offered Notes
      under these Class A Note Conditions or clause 14.18 of the Supplemental
      Deed, the Offered Notes will thereupon be deemed to be redeemed and
      discharged in full and any obligation to pay any accrued but then unpaid
      Interest Amount or any then unpaid Invested Amount, Stated Amount or
      other amounts in relation to the Offered Notes will be extinguished in
      full.

7.7   Cancellation

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

7.8   No Payment in excess of Stated Amount

      Subject to Conditions 7.3 and 7.4, no amount of principal will be paid
      in respect of a Offered Note in excess of the Stated Amount of the
      Offered Note.

7.9   Calculation of Class A-1 Principal Amounts, Class A-3
      Principal Amounts Stated Amounts and other amounts

      (a)  No later than two Business Days prior to each Payment Date, the
           Global Trust Manager will determine:

           (i) the amount of:

                (A)   any Class A-1 Principal Amount payable in respect of
                      each Class A-1 Note on the Payment Date; and

                (B)   any Class A-3 Principal Amount payable in respect of
                      each Class A-3 Note on the Payment Date; and

           (ii) the Stated Amount and Invested Amount of each Offered Note as
                at the first day of the Interest Period commencing on the
                Payment Date (after deduction of any Class A-1 Principal
                Amounts or Class A-3 Principal Amounts due to be paid in
                respect of such Offered Notes on that Payment Date and after
                making any other adjustment to the Stated Amount or the
                Invested Amount (as the case may be) of the Offered Note in
                accordance with these Class A Note Conditions on or with
                effect from that Payment Date); and

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           (iii)the amount of the interest payment to be made on the Payment
                Date applicable to each Offered Note.

      (b)  The Global Trust Manager will notify the Issuer Trustee, the Note
           Trustee, the Principal Paying Agent, the Calculation Agent and the
           Note Registrars as soon as practical (and in any event by not later
           than two Business Days prior to the Payment Date) of each
           determination of an amount or percentage referred to in Condition
           7.9(a) and will cause details of each of those determinations to be
           published in accordance with Condition 11.2 as soon as practical
           after that notification. If no Class A-1 Principal Amount or Class
           A-3 Principal Amount is due to be paid on the Class A-1 Notes or
           Class A-3 Notes (as the case may be) on any Payment Date the Global
           Trust Manager will cause a notice to be given in accordance with
           Condition 11.2 as soon as practicable (and in any event by no later
           than the relevant Payment Date).

8     Payments

8.1   Method of Payment

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

      "Record Date" in relation to a Payment Date or any other date for any
      payment to be made in respect of a Offered Note means the day which is
      the date which is 2 Business Days before a Payment Date.

8.2   Surrender on Final Payment

      Prior to a final distribution being made in respect of the Offered Notes
      under clause 14 of the Supplemental Deed, the Note Trustee must notify
      the Offshore Noteholders on the relevant Record Date of the date upon
      which the Note Trustee expects that final distribution to be made and
      specify if that such final distribution will be payable only upon
      surrender of the relevant Offered Note to a Paying Agent at its
      specified office. No such final distribution will be made other than
      upon the surrender of the relevant Offered Notes and none of the Issuer
      Trustee, the Note Trustee, the Security Trustee or any Paying Agent will
      be liable to pay any additional amount to any Offshore Noteholder as a
      result of any delay in payment due to a Offered Note not having been
      surrendered in accordance with this Condition 8.2.

8.3   Paying Agents

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

      The Issuer Trustee, at the direction of the Global Trust Manager, may,
      with the prior written approval of the Note Trustee, terminate the
      appointment of any Paying Agent in accordance with the Agency Agreement
      and appoint additional or other Paying Agents, provided that it will at
      all time maintain a Principal Paying Agent, for so long as the Offered
      Notes are listed on the Luxembourg Stock Exchange, there will be a
      Paying Agent with a specified office in Luxembourg for so long as it is
      necessary to do so to comply with the Luxembourg Stock Exchanges'
      listing requirements and notice of any termination or appointment of a
      Paying Agent or of any change in the office through which any Paying
      Agent will act will be given to the Offshore Noteholders in accordance
      with Condition 11.1.

8.4   Taxation

      All payments in respect of the Offered 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 Trustee
      or any Paying Agent is required by any applicable law to make such a
      withholding or deduction. In that event the Issuer Trustee or that
      Paying Agent (as the case may be) will, after making such withholding or
      deduction, account to the relevant authorities for the amount so
      required to be withheld or deducted.


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      Neither the Issuer Trustee nor any Paying Agent nor the Note Trustee
      will be obliged to make any additional payments in respect of the
      relevant Offered Notes in relation to the withholding or deduction.
      Immediately after becoming aware that such a withholding or
      deduction is or will be required, the Issuer Trustee will notify the
      Note Trustee, the Principal Paying Agent and the Offshore
      Noteholders in accordance with Condition 11.1, thereof.

8.5   Prescription

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

      "Relevant Date" in respect of a Offered Note means the date on which a
      payment in respect thereof first becomes due or (if the full amount of
      the moneys payable in respect of the Offered Notes which is due on or
      before that date has not been duly received by the Principal Paying
      Agent or the Note Trustee on or prior to such date) the date on which
      the full amount of such moneys having been so received.

8.6   Notify Late Payments

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

8.7   Rounding of Payments

      All payments made to Offshore Noteholders will be rounded down to the
      nearest cent.

9     Enforcement following occurrence of an Event of Default

9.1   Enforcement

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

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

      "Voting Secured Creditors" have the same respective meanings as in the
      Definitions Schedule.

9.2   Security Trustee may enforce Charge without direction

      After the Security Trustee becomes actually aware of the occurrence of
      an Event of Default, the Security Trustee must not enforce the Deed of
      Charge in accordance with the Master Security Trust Deed without an
      Extraordinary Resolution of the Voting Secured Creditors unless, in the
      opinion of the Security Trustee, the delay required to obtain the
      consent of the Voting Secured Creditors would be prejudicial to the
      interests of those Voting Secured Creditors as a class.

9.3   Priority of payments from Proceeds from the enforcement of the Charge

      Following the enforcement of the Charge, all moneys received in
      connection with the Master Security Trust Deed and the Charge by the
      Security Trustee or by any receiver appointed in relation to the Secured
      Property pursuant to the provisions of the Master Security Trust Deed
      and the Deed of Charge are to be



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      applied, subject to the Master Security Trust Deed, in accordance with
      the order of priority contained in the Supplemental Deed.

9.4   Security Trustee and Note Trustee Not Liable for Loss on enforcement

      Except in the case of fraud, negligence or breach of trust (in the case
      of the Security Trustee) and, subject to the mandatory provisions of the
      Trust Indenture Act, fraud, negligence (except as specifically provided
      in the Trust Indenture Act), fraud, negligence or wilful default (in the
      case of the Note Trustee), neither the Note Trustee or the Security
      Trustee is liable for any decline in the value, nor any loss realised
      upon any sale or other disposition made under the Master Security Trust
      Deed of any Secured Property or any other property which is charged to
      the Security Trustee in respect of or relating to the obligations of the
      Issuer Trustee or the Offered Notes or relating in any way to the
      Secured Property. Without limitation, neither the Note Trustee nor the
      Security Trustee will be liable for any such decline or loss directly or
      indirectly arising from its acting, or failing to act, as a consequence
      of an opinion reached by it which, in the case of the Note Trustee, is
      based in good faith on advice received by it in accordance with the
      applicable requirements of the Note Trust Deed (and the Trust Indenture
      Act) or the Master Security Trust Deed, as the case may be. In respect
      of the Security Trustee only, the Security Trustee is not liable for any
      omission, delay or mistake or any loss or irregularity in or about the
      exercise, attempted exercise, non-exercise or purported exercise of any
      of its powers under the Master Security Trust Deed or the Deed of Charge
      except to the extent caused or contributed to by any fraud, negligence
      or breach of trust on the part of the Security Trustee.

      "Trust Indenture Act" means the Trust Indenture Act 1939 of the United
      States of America as in force at the date of the Note Trust Deed.

9.5   Directions from Offshore Noteholders to Note Trustee following Event of
      Default

      If an Event of Default has occurred and is actually known to the Note
      Trustee, the Note Trustee must:

      (a)  notify each Offshore Noteholder of the Event of Default within 10
           days (or such shorter period as may be required by the rules of any
           stock exchange on which the Offered Notes are listed) after
           becoming aware of the Event of Default, provided that, except in
           the case of a default in payment of principal or interest on any
           Offered Note, the Note Trustee may withhold such notice if and so
           long as the board of directors, the executive committee or a trust
           committee of its directors and/or its authorised officers under the
           Note Trust Deed in good faith determine that withholding the notice
           is in the interest of the Offshore Noteholders;

      (b)  if a meeting of Voting Secured Creditors is to be held under the
           Master Security Trust Deed, determine whether it proposes to seek
           directions from the Offshore Noteholders as to how to vote at that
           meeting and, if so, whether it proposes to instruct the Security
           Trustee to delay the holding of that meeting while it obtains such
           directions from the Offshore Noteholders; and

      (c)  vote at any meeting of Voting Secured Creditors held under the
           Master Security Trust Deed.

      In acting in accordance with the directions of the Offshore Noteholders,
      the Note Trustee must exercise its votes for or against any proposal to
      be put to a meeting of Voting Secured Creditors under the Master
      Security Trust Deed in the same proportion as that of the aggregate
      Invested Amounts of the Offered Notes held by Offshore Noteholders who
      have directed the Note Trustee to vote for or against such a proposal.

      If any of the Offered Notes remain outstanding and are due and payable
      otherwise than by reason of a default in payment of any amount due on
      the Offered Notes, the Note Trustee must not vote at a meeting of Voting
      Secured Creditors under the Master Security Trust Deed to, or otherwise
      direct the Security Trustee to, dispose of the Secured Property unless:

      (a)  a sufficient amount would be realised to discharge in full all
           amounts owing to the Offshore Noteholders in respect of the Offered
           Notes and any other amounts owing by the Issuer Trustee to any
           other person ranking in priority to or with the Offered Notes; or


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      (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 Trustee (or the Security Trustee
           under the Master 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 Trustee, to discharge in full in due course all the
           amounts referred to in paragraph (a).

      The Note Trustee need not do anything to find out if an Event of Default
      has occurred. Until it has actual knowledge or express notice to the
      contrary, the Note Trustee may assume that no such event has occurred
      and that the Issuer Trustee and each other party to the Transaction
      Documents is performing all its obligations under the Note Trust Deed
      and the Offered Notes.

9.6   Only Security Trustee May Enforce Charge

      Only the Security Trustee may enforce the Charge and neither the Note
      Trustee nor any Offshore Noteholder (nor any other Secured Creditor) is
      entitled to proceed directly against the Issuer Trustee to enforce the
      performance of any of the provisions of the Master Security Trust Deed,
      the Note Trust Deed, the Offered Notes or any other applicable
      Transaction Document, except as provided for in the Master Security
      Trust Deed, the Note Trust Deed, the Master Trust Deed and the
      Supplemental Deed. The Security Trustee is not required to act in
      relation to the enforcement of the Charge unless its liability is
      limited in a manner reasonably satisfactory to it or, if required by the
      Security Trustee (in its absolute discretion), it is adequately
      indemnified from the Secured Property or the Security Trustee receives
      from the Voting Secured Creditors an indemnity in a form reasonably
      satisfactory to the Security Trustee (which may be by way of an
      Extraordinary Resolution of the Voting Secured Creditors) and is put in
      funds to the extent necessary.

9.7   Exercise of Offshore Noteholder Rights by Note Trustee

      The rights, remedies and discretions of the Offshore Noteholders under
      the Note Trust Deed and the Master Security Trust Deed, including all
      rights to vote or to give an instruction or consent, can only be
      exercised by the Note Trustee on behalf of the Offshore Noteholders in
      accordance with the Note Trust Deed and the Master 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 Offshore
      Noteholders from time to time and need not inquire whether any such
      instructions or directions are in accordance with the Note Trust Deed,
      whether the Note Trustee or the Offshore 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.

10    Meetings of Voting Secured Creditors, directions of Offshore
      Noteholders, modifications, consents, waivers and indemnities

10.1  Meetings of Voting Secured Creditors

      The Master 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 Master Security
      Trust Deed; for example to enable the Voting Secured Creditors,
      following the occurrence of an Event of Default, to direct the Security
      Trustee to declare the Offered Notes immediately due and payable and/or
      to enforce the Charge.

10.2  Directions of Offshore Noteholders

      Under the Note Trust Deed the Note Trustee may seek directions from the
      Offshore Noteholders from time to time, including following the
      occurrence of an Event of Default. The Note Trustee shall not be
      responsible for having acted in good faith on a resolution purporting to
      have been passed at a meeting of Offshore Noteholders in respect of
      which minutes have been made and signed even if it is later found that
      there was a defect in the constitution of the meeting or the passing of
      the resolution or that the resolution was not valid or binding on the
      Offshore Noteholders.

      If the Note Trustee is entitled under the Master Trust Deed or the
      Master Security Trust Deed to vote at any meeting on behalf of Offshore
      Noteholders, the Note Trustee must vote in accordance with the
      directions of the Offshore Noteholders and otherwise in its absolute
      discretion. In acting in accordance



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      with the directions of Offshore Noteholders, the Note Trustee must
      exercise its votes for or against any proposal to be put to a
      meeting in the same proportion as that of the aggregate Invested
      Amounts of the Offered Notes held by Offshore Noteholders who have
      directed the Note Trustee to vote for or against that proposal.

10.3  Amendments to Note Trust Deed and Offered Notes

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

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

      (b)  is made to correct a manifest error or ambiguity, or is to correct
           inconsistency between the provisions of any Transaction Document
           and the description of the provisions thereof in the related
           prospectus, or is of a formal, technical or administrative nature
           only;

      (c)  is appropriate or expedient as a consequence of an amendment to any
           statute or regulation or altered requirements of any governmental
           agency or any decision of any court (including, without limitation,
           a modification which is in the opinion of the Note Trustee
           appropriate or expedient as a consequence of the enactment of a
           statute or regulation or an amendment to any statute or regulation
           or ruling by the Australian Commissioner or Deputy Commissioner of
           Taxation or any governmental announcement or statement or any
           decision of any court, in any case which has or may have the effect
           of altering the manner or basis of taxation of trusts generally or
           of trusts similar to the Trust or the trust constituted under the
           Note Trust Deed); or

      (d)  the Issuer Trustee and the Global Trust Manager agree that it is
           otherwise desirable for any reason and:

           (i)  is not in the opinion of the Issuer Trustee and the Global
                Trust Manager likely, upon coming into effect, to be
                materially prejudicial to the interests of Offshore
                Noteholders; or

           (ii) if it is in the opinion of the Issuer Trustee and the Global
                Trust Manager likely, upon coming into effect, to be
                materially prejudicial to the interests of Offshore
                Noteholders, the consent of an Extraordinary Resolution of the
                Offshore Noteholders to the alteration, addition or resolution
                has been obtained. For the purpose of determining whether
                there has been an Extraordinary Resolution of the Offshore
                Noteholders consenting to an alteration, addition or
                revocation, Offered Notes which are beneficially owned by the
                Issuer Trustee or the Global Trust Manager or by any person
                directly or indirectly controlling or controlled by or under
                direct or indirect common control with the Issuer Trustee or
                the Global Trust Manager, shall be disregarded.

      The Global Trust Manager must give the Current Rating Agencies (as
      defined in the Supplemental Deed) 5 Business Days' prior notice of any
      such modification. The Note Trustee will be entitled to assume that any
      proposed modification, other than a Payment Modification, will not be
      materially prejudicial to the interest of Offshore Noteholders if each
      of the Current Rating Agencies confirms in writing that if the
      modification is effected this will not lead to a reduction,
      qualification or withdrawal of the then rating given to the Offered
      Notes by that Current Rating Agency.

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


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

      In such event, a supplement to the prospectus supplement will be
      prepared and a copy of it will be forwarded by the Global Trust Manager
      to the Luxembourg Stock Exchange. So long as the Offered Notes are
      listed on the Luxembourg Stock Exchange and the rules of that exchange
      so require, notices shall also be published in a leading newspaper
      having general circulation in Luxembourg (which is expected to be the
      Luxembourg Wort). Any such notice will be deemed to have been given on
      the date of such publication, or, if published more than once or on
      different dates, on the first date on which publication is made in the
      manner required in the newspaper referred to above.

      "Payment Modification" means any alteration, addition or revocation of
      any provision of the Transaction Documents or the Offered Notes
      (including these Class A Note Conditions) which modifies:

      (a)  the amount, timing, place, currency or manner of payment of
           principal or interest in respect of the Offered Notes including,
           without limitation, any modification to the Stated Amount, Invested
           Amount, Interest Rate or Final Maturity Date in respect of the
           Offered Notes or to Conditions 6.9 and 7.2 or which would impair
           the rights of Offshore Noteholders to institute suit for
           enforcement of such payment on or after the due date for such
           payment;

      (b)  the definition of the term "Extraordinary Resolution", clause 21.4
           of the Note Trust Deed or the circumstances in which the consent or
           direction of a Special Majority of Offshore Noteholders is
           required;

      (c)  clause 14.18 of the Supplemental Deed; or

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

      "Extraordinary Resolution" has the meaning given in the Definitions
      Schedule.

10.4  Waivers, etc.

      The Security Trustee may, in accordance with the Master Security Trust
      Deed and without the consent or sanction of the Voting Secured Creditors
      (but not in contravention of an Extraordinary Resolution of the Voting
      Secured Creditors), waive or ignore any breach or proposed breach or
      determine that any event that would otherwise be an Event of Default
      will not be treated as such if such action, in its opinion, will not be
      prejudicial to the interests of the Secured Creditors.

10.5  Indemnification and Exoneration of the Note Trustee and the
      Security Trustee

      The Note Trust Deed and the Master 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 Offered Notes unless
      indemnified to their satisfaction. Each of the Note Trustee and the
      Security Trustee is entitled, subject in the case of the Note Trustee to
      the mandatory provisions of the Trust Indenture Act, to enter into
      business transactions with the Issuer Trustee and/or any other party to
      the Transaction Documents without accounting for any profit resulting
      from such transactions.

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



<PAGE>

                                                                            85
------------------------------------------------------------------------------
      attempted exercise, non-exercise or purported exercise of any of the
      powers of the Security Trustee or of the receiver under the Master
      Security Trust Deed except for fraud, negligence or breach of trust.

      Except in the case of fraud, negligence (except as specifically provided
      in the Trust Indenture Act) or wilful default, and subject to the
      mandatory provisions of the Trust Indenture Act, the Note Trustee may
      act on the opinion or advice of, or information obtained from, any
      expert (including any lawyer, valuer, banker, broker, accountant, credit
      rating agency or lead manager) and shall not be responsible to anyone
      for any loss occasioned by so acting to the extent it complies with any
      applicable requirements of the Note Trust Deed or the Trust Indenture
      Act.

      Any such opinion, advice or information may be sent or obtained by
      letter, telex or facsimile transmission and the Note Trustee will not be
      liable to any Offshore Noteholder, amongst others, for acting in good
      faith on any opinion, advice or information purporting to be conveyed by
      such means even if it contains some error which is not a manifest error
      or is not authentic.

11    Notices

11.1  General

      Subject to Condition 11.2, all notices, other than notices given in
      accordance with the following paragraph and Condition 11.3, to Offshore
      Noteholders will be deemed given if in writing and mailed, first-class,
      postage prepaid to each Offshore Noteholder, at his or her address as it
      appears on the relevant 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 Offshore Noteholders is given
      by mail, neither the failure to mail such notice nor any defect in any
      notice so mailed to any particular Offshore Noteholder will affect the
      sufficiency of such notice with respect to other Offshore Noteholders,
      and any notice that is mailed in the manner herein provided will
      conclusively be presumed to have been duly given.

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

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

      In case, by reason of the suspension of regular mail services as a
      result of a strike, work stoppage or similar activity, it is impractical
      to mail notice of any event to Offshore Noteholders when such notice is
      required to be given, then any manner of giving such notice as the
      Issuer Trustee directs the Note Trustee will be deemed to be a
      sufficient giving of such notice.

      In addition to the above, notices to the Offshore Noteholders shall be
      valid if published in a leading daily newspaper in the City of New York
      and in London. It is expected that publication will be made in the City
      of New York in The Wall Street Journal and in London in the Financial
      Times`. Any such notice shall be deemed to have been given on the date
      of such publication or, if published more than once, on the date of the
      first such publication.

      In addition, all notices, other than notices given in accordance with
      the following paragraph, to the Offshore Noteholders will (for so long
      as the Offered Notes are listed on the Luxembourg Stock Exchange and the
      Luxembourg Stock Exchange so requires) be deemed to have been duly given
      if published in a daily newspaper of general circulation in London
      (which is expected to be the Financial Times) and so long as the Offered
      Notes are listed on the Luxembourg Stock Exchange and the rules of the
      Luxembourg Stock Exchange require, in a daily newspaper of general
      circulation in Luxembourg (which is expected to be the Luxembourg Wort).
      Any such notice will be deemed to have been given on the date of such
      publication, or if published more than once or on different dates, on
      the first date on which publication is made in the manner required in
      the newspaper referred to above.

11.2  Book-Entry Notes

      Unless and until the Definitive Notes have been issued in definitive
      form, whenever a notice or other communication to the Offshore
      Noteholders is required under the Note Trust Deed or any other



<PAGE>

                                                                            86
------------------------------------------------------------------------------
      Transaction Document all such notices and communications must be given
      to The Depository Trust Company, Euroclear and Clearstream, Luxembourg
      (as the case may be) and are not required to be given to the beneficial
      owners of the Offered Notes. Any such notice given to the Depository
      Trust Company, Euroclear and Clearstream, Luxembourg (as the case may
      be) shall also be published in accordance with the requirements set
      forth in the last paragraph of Condition 11.1.

      "Definitive Note" has the same meaning as in the Agency Agreement.

11.3  Offered Note Information

      Any notice specifying a Payment Date, an Interest Rate in relation to
      the Offered Notes, an Interest Amount, a Class A-1 Principal Amount or
      Class A-3 Principal Amount (or the absence of a Class A-1 Principal
      Amount or Class A-3 Principal Amount), an Invested Amount, a Stated
      Amount or any other matter permitted to be given in accordance with this
      Condition 11.3, will be deemed to have been duly given if the
      information contained in the notice appears on the relevant page of the
      Reuters Screen or the Electronic information system made available to
      its subscribers by Bloomberg, L.P. or another similar electronic
      reporting service approved by the Note Trustee in writing and notified
      to Offshore Noteholders pursuant to Condition 11.1 (the "Relevant
      Screen") and (for so long as the Offered Notes are listed on the
      Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange
      so require) if a copy of such notice is made available at the offices of
      the Luxembourg Paying Agent. A copy of such notice must also be
      forwarded by the Global Trust Manager to the Luxembourg Stock Exchange
      (for so long as the Offered Notes are listed on the Luxembourg Stock
      Exchange and the rules of the Luxembourg Stock Exchange so require). Any
      such notice will be deemed to have been given on the first date on which
      such information appeared on the Relevant Screen. If it is impossible or
      impracticable to give notice in accordance with this paragraph then
      notice of the matters referred to in this Condition will be given in
      accordance with Condition 11.1.

12    Limitation of liability of the Issuer Trustee

      (a)  The Issuer Trustee enters into each Transaction Document, and
           issues the Offered Notes, only in its capacity as trustee of the
           Trust and in no other capacity. A liability arising under or in
           connection with the Offered Notes, a Transaction Document or the
           Trust is limited to and can be enforced against the Issuer Trustee
           only to the extent to which it can be satisfied out of the assets
           of the Trust out of which the Issuer Trustee is actually
           indemnified for the liability. This limitation of the Issuer
           Trustee's liability applies despite any other provision of any
           Transaction Document (other than paragraph (c) below) and extends
           to all liabilities and obligations of the Issuer Trustee in any way
           connected with any representation, warranty, conduct, omission,
           agreement or transaction related to a Transaction Document, the
           Offered Notes or the Trust.

      (b)  In relation to the Trust, no person (including, without limitation,
           any Unitholder or Secured Creditor) other than the Issuer Trustee
           may sue the Issuer Trustee in any capacity other than as trustee of
           the Trust including seeking the appointment of a receiver (except
           in relation to the assets of the Trust), or a liquidator, an
           administrator or any similar person to the Issuer Trustee or prove
           in any liquidation, administration or arrangements of or affecting
           the Issuer Trustee (except in relation to the assets of the Trust).

      (c)  The provisions of this Condition 12 will not apply to any
           obligation or liability of the Issuer Trustee to the extent that it
           is not satisfied because under the Master Trust Deed or the
           Supplemental Deed or by operation of law there is a reduction in
           the extent of the Issuer Trustee's indemnification out of the
           assets of the Trust as a result of the Issuer Trustee's fraud,
           negligence or breach of trust.

      (d)  It is acknowledged that the Relevant Parties (as defined in the
           Definitions Schedule) are responsible under the Transaction
           Documents in relation to the Trust for performing a variety of
           obligations relating to the Trust. No act or omission of the Issuer
           Trustee (including any related failure to satisfy its obligations
           or breach of a representation or warranty under any Transaction
           Document or the Offered Notes) will be considered fraud, negligence
           or breach of trust of the Issuer Trustee for the purpose of
           paragraph (c) to the extent to which the act or omission was caused
           or contributed to by any failure by a Relevant Party or any other
           person who provides services in respect of the Trust to fulfil its
           obligations relating to the Trust or by any other act or



<PAGE>

                                                                            87
------------------------------------------------------------------------------
           omission of a Relevant Party or any other such person regardless of
           whether or not the act or omission is purported to be done on behalf
           of the Issuer Trustee.

      (e)  No attorney, agent, receiver or receiver and manager appointed in
           accordance with any Transaction Document has authority to act on
           behalf of the Issuer Trustee in a way which exposes the Issuer
           Trustee to any liability in excess of that contemplated under this
           Condition 12, and no act or omission of any such person will be
           considered fraud, negligence or breach of trust of the Issuer
           Trustee for the purpose of paragraph (c).

      (f)  The Issuer Trustee is not obliged to do anything or refrain from
           doing anything under or in connection with these Class A Note
           Conditions or any other Transaction Document (including incur a
           liability) unless the Issuer Trustee's liability is limited in the
           same manner as set out in this Condition 12.

13    Governing law

      The Notes and the Transaction Documents (other than the Underwriting
      Agreement and the Mortgage Insurance Policy) are governed by, and will
      be construed in accordance with, the laws of the Australian Capital
      Territory of the Commonwealth of Australia. Each of the Issuer Trustee
      and the Global Trust Manager has in the Note Trust Deed irrevocably
      agreed for the benefit of the Note Trustee and the Offshore Noteholders
      that the courts of the Australian Capital Territory are to have
      non-exclusive jurisdiction to settle any disputes which may arise out of
      or in connection with the Note Trust Deed and the Offered Notes.

                                Agents

     Principal Paying Agent:    The Bank of New York, New York
                                101 Barclay Street, 21W
                                New York
                                New York, 10286

     Class A-1 Note Registrar   The Bank of New York, New York
     and Class A-3 Note         101 Barclay Street, 21W
     Registrar:                 New York
                                New York, 10286

                                or

                                c/o The Bank of New York, London
                                Branch
                                48th Floor
                                One Canada Square
                                London E14 5AL

     London Paying Agent and    The Bank of New York, London
     Calculation Agent:         Branch
                                48th Floor
                                One Canada Square
                                London E14 5AL

     Luxembourg Paying Agent    Deutsche Bank Luxembourg S.A.
     and Luxembourg Listing
     Agent

<PAGE>

                                                                            88
------------------------------------------------------------------------------
Execution Page


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

Issuer Trustee

SIGNED, SEALED AND DELIVERED    )
by Kate Hamblin................ )
as attorney for PERPETUAL       )
TRUSTEE COMPANY LIMITED under   )
power of attorney dated ....... )
                                )
in the presence of:             )
                                )
/s/ Ian Edmonds-Wilson          )     /s/ Kate Hamblin
................................ )     ............................
Signature of witness            )     By executing this deed the
                                )     attorney states that the
Ian Edmonds-Wilson              )     attorney has received no
................................ )     notice of revocation of the
Name of witness (block letters) )     power of attorney




GLOBAL TRUST MANAGER

SIGNED SEALED AND DELIVERED     )
by Michael White                )
                                )
as attorney for NATIONAL        )
GLOBAL MBS TRUST MANAGER PTY    )
LTD under power of attorney     )
dated 21 September 2004 in the  )
presence of:                    )     /s/ Michael White
                                )     ............................
                                )     By executing this deed the
/s/ Jason Elphick               )     attorney states that the
................................ )     attorney has received no
Signature of witness            )     notice of revocation of the
                                )     power of attorney
Jason Elphick                   )
................................ )
Name of witness (block letters)



<PAGE>

                                                                            89
------------------------------------------------------------------------------



Note Trustee

SIGNED, SEALED AND DELIVERED    )
by Yvonne Yap.................. )
as authorised signatory for     )
THE BANK OF NEW YORK, NEW YORK  )
in the presence of:             )
                                )
/s/ Vanessa Loh                 )     /s/ Yvonne Yap
.................................)     ............................
Signature of witness            )     By executing this deed the
                                )     signatory states that the
Vanessa Loh                     )     signatory has received no
.................................)     notice of revocation of the
Name of witness (block letters) )     authorisation under which
                                      this deed is signed, sealed
                                      and delivered

<PAGE>

                        -----------------------------
                              Dated 28 September
                                     2004

                          National RMBS Trust 2004-1
                                Note Trust Deed

                           Perpetual Trustee Company
                                    Limited
                              ("Issuer Trustee")
                         National Global MBS Manager
                                    Pty Ltd
                            ("Global Trust Manager)
                           The Bank of New York, New
                                     York
                         ("Note Trustee", "Class A-1
                             Note Registrar", and
                         ("Class A-3 Note Registrar")
                                      and
                             The Bank of New York,
                                 London Branch






                           Mallesons Stephen Jaques
                                  Solicitors

                            Governor Phillip Tower
                                1 Farrer Place
                                Sydney NSW 2000
                          Telephone (61 2) 9296 2000
                             Fax (61 2) 9296 3999
                                 DX 113 Sydney
                                  Ref: EN/SRF

                          (C)Mallesons Stephen Jaques




<PAGE>

                                                                         (i)
------------------------------------------------------------------------------
Contents                Note Trust Deed
------------------------------------------------------------------------------

                    1    Definitions and Interpretation           1

                         Definitions Schedule                     1
                         Interpretation                           2
                         Appointment of the Note Trustee          3
                         Interpretation of provisions
                         incorporated from TIA                    3
                         Opinion of Counsel                       4

                    2    Covenant to Pay                          4

                         Covenant to Pay                          4
                         Discharge                                4
                         Payment after an Event of Default        5
                         Rate of Interest after an Event of
                         Default                                  5

                    3    Amount, Form and issue of Offshore Notes 5

                         Aggregate Amount and Denomination        5
                         Description and Form of Offshore Notes   5
                         Initial issue as Book-Entry Notes        6
                         Issue of Definitive Notes                7
                         Indemnity for non-issue of Definitive
                           Notes                                  8

                    4    Offshore Note Registers                  8

                         Provision of Offshore Noteholder
                         Information                              9
                         Offshore Note Register Conclusive        9

                    5    Stamp duties                             9


                    6    Application of moneys received by the
                         Note Trustee                            10

                         Declaration of Trust                    10
                         Accumulation                            10
                         Investment                              10

                    7    Covenants                               11

                         The Issuer Trustee and the Global Trust
                           Manager                               11
                         Covenants between Issuer Trustee and
                           Global Trust Manager                  14

                    8    Enforcement                             15

                         Actions following Event of Default      15
                         Evidence of default                     16
                         Overdue interest                        17
                         Restrictions on enforcement             17
                         Liability for Enforcement               17

                    9    Proceedings                             18

                         Acting only on direction                18
                         Security Trustee acting                 18
                         Note Trustee alone entitled to act      19

                    10   Remuneration and indemnification of the
                           Note Trustee                          19

                         Normal remuneration                     19
                         Extra remuneration                      19
                         Expenses                                20
<PAGE>

                                                                         (ii)
------------------------------------------------------------------------------
                         Indemnity                               20
                         Continuing effect                       20
                         Supplemental Deed                       20

                    11   Supplemental Provisions                 20

                         Liability to Account                    20
                         Offshore Notes                          21
                         Advice                                  21
                         Note Trustee to assume performance      21
                         Resolutions of Offshore Noteholders     21
                         Reliance                                21
                         Certificate signed by Authorised Person 22
                         Signatures                              22
                         Deposit of documents                    23
                         Discretion                              23
                         Agents                                  23
                         Delegation                              23
                         Application to Court                    23
                         Interests of Offshore Noteholders       23
                         Assumption as to Prejudice              24
                         Ratings                                 24
                         Validity of Transaction Documents       24
                         Defect in Security                      24
                         Offshore Noteholders Responsible        25
                         Limit on Obligation                     25
                         No liability for breach                 25
                         Dispute or ambiguity                    25
                         Loss to charged property                25
                         Forged Offshore Notes                   25
                         Confidentiality                         26
                         Disclosure                              26
                         Determinations conclusive               26
                         Currency conversion                     26
                         Offshore Notes held by the Issuer
                         Trustee etc                             26
                         Legal opinions                          26
                         No liability for tax on payments        26
                         Powers additional                       27

                    12   Note Trustee liable for negligence      27


                    13   Note Trustee not precluded from
                           entering into contracts               27


                    14   Duties of Note Trustee                  27

                         Duties prior to an Event of Default     27
                         Duties following an Event of Default    28
                         Certain Limitations of Liability where
                           Acting in Good Faith                  28
                         Note Trustee Not Relieved of Liability
                           for Negligence                        28
                         Preferred Collection of Claims Against
                           Issuer Trustee                        28
                         Compliance with Section 310 of the TIA  28
                         Transaction Documents                   29

                    15   Amendment                               29

                         Amendment by Note Trustee               29
<PAGE>

                                                                         (iii)
------------------------------------------------------------------------------
                         Amendments requiring consent of all
                           Offshore Noteholders                  30
                         Compliance with TIA                     30
                         No Current Rating Agency downgrade      30
                         Distribution of amendments              31
                         Amendments binding on Offshore
                           Noteholders                           31

                    16   Reports                                 31

                         Reports by Note Trustee                 31
                         Reports by Global Trust Manager         31
                         Restricted Securities                   32

                    17   Appointment, retirement and removal of
                           the Note Trustee                      32

                         Appointment                             32
                         Retirement of Note Trustee              32
                         Removal by Issuer Trustee               33
                         Note Trustee may Retire                 34
                         Appointment of substitute note
                           trustee by Offshore Noteholders       34
                         Successor to Note Trustee               34
                         Issuer Trustee and Global Trust
                           Manager cannot be appointed           35
                         No Limitation of TIA                    35

                    18   Offshore Notes held in Clearing Systems
                           and Notices                           35

                         Offshore Notes held in Clearing Systems 35

                    19   Currency indemnity                      36

                         Currency of account and payment         36
                         Extent of discharge                     36
                         Indemnity                               36
                         Indemnity separate                      36

                    20   Representations and warranties          36

                         By the Issuer Trustee                   36
                         By the Global Trust Manager             37
                         By the Note Trustee                     38

                    21   Notices                                 39

                         Notices                                 39
                         Initial addresses                       39
                         Time effective                          40
                         Receipt                                 40

                    22   Limited recourse                        41


                    23   Termination                             41


                    24   Trust Indenture Act                     41

                         Certificates and opinions               41
                         Undertaking for Costs                   42
                         Exclusion of section 316(a)(1)          43
                         Unconditional rights of Offshore
                           Noteholders to receive principal
                           and interest                          43
<PAGE>

                                                                         (iv)
------------------------------------------------------------------------------
                         Conflict with Trust Indenture Act       43

                    25   Miscellaneous                           43

                         Certificate                             43
                         Exercise of rights                      44
                         Waiver and variation                    44
                         Supervening legislation                 44
                         Approvals and consent                   44
                         Remedies cumulative                     44
                         Indemnities                             44
                         Time of the essence                     45
                         Receipts                                45
                         Acknowledgment                          45
                         Disclosure of information               45
                         Rights cumulative                       45
                         Signatures                              45
                         Meetings                                46

                    26   Governing law                           46

                         Governing Law                           46
                         Submission to jurisdiction              46
                         Service                                 46

                    27   Counterparts                            46


                    Schedule 1   Form of Book-Entry Note         47


                    Schedule 2   Form of Definitive Note         53


                    Schedule 3   Provisions for Meetings of
                                   Offshore Noteholders          57


                    Schedule 4   Conditions of the Offshore
                                   Notes                         65

                    Sections in italics are included by way of
                         explanation only and do not constitute
                         part of the terms and conditions of the
                         Offered Notes.                          65




<PAGE>

                                                                         (v)
------------------------------------------------------------------------------
                  TRUST INDENTURE ACT - CROSS REFERENCE TABLE

[This Cross Reference Table does not, for any purpose, form part of this Note
Trust Deed.] "NA" means not applicable.

            Trust Indenture Act         Clause Reference
                  Section
           ----------------------------------------------------
                 310(a)(1)       22.3(g), 15.7-9, 18.3(b), 18.4,
                                             18.5
           ----------------------------------------------------
                 310(a)(2)              15.7, 15.8, 15.9
           ----------------------------------------------------
                 310(a)(3)                    18.7
           ----------------------------------------------------
                 310(a)(4)
           ----------------------------------------------------
                 310(a)(5)                   18.12
           ----------------------------------------------------
                   310(b)                 15.9, 18.13
           ----------------------------------------------------
                   310(c)
           ----------------------------------------------------
                   311(a)                     15.6
           ----------------------------------------------------
                   311(b)                     15.6
           ----------------------------------------------------
                   311(c)
           ----------------------------------------------------
                   312(a)                   4.2, 4.3
           ----------------------------------------------------
                   312(b)                     4.3
           ----------------------------------------------------
                   312(c)                     4.4
           ----------------------------------------------------
                   313(a)                     17.1
           ----------------------------------------------------
                 313(b)(1)                    17.1
           ----------------------------------------------------
                 313(b)(2)                 17.1, 22.3
           ----------------------------------------------------
                   313(c)                     17.1
           ----------------------------------------------------
                   313(d)                     17.1
           ----------------------------------------------------
                 314(a)(1)               17.2(a), 17.2
           ----------------------------------------------------
                 314(a)(2)                  17.2(b)
           ----------------------------------------------------
                 314(a)(3)                  17.2(c)
           ----------------------------------------------------
                 314(a)(4)                   7.2(b)
           ----------------------------------------------------
                   314(b)                    7.2(h)
           ----------------------------------------------------
                   314(c)                   25.1(a)
           ----------------------------------------------------
                   314(d)                   25.1(b)
           ----------------------------------------------------
                   314(e)                   25.1(c)
           ----------------------------------------------------
                   314(f)
           ----------------------------------------------------
                   315(a)                     15.2
           ----------------------------------------------------
                   315(b)                    8.1(a)
           ----------------------------------------------------
                   315(c)                     15.3
           ----------------------------------------------------

<PAGE>

                                                                         (vi)
------------------------------------------------------------------------------
            Trust Indenture Act         Clause Reference
                  Section
           ----------------------------------------------------
                   315(d)                  15.5, 11.5
           ----------------------------------------------------
                   315(e)                     25.2
           ----------------------------------------------------
                 316(a)(1)                    25.3
           ----------------------------------------------------
                 316(a)(2)                    16.2
           ----------------------------------------------------
                   316(b)                     25.4
           ----------------------------------------------------
                   316(c)                     22.4
           ----------------------------------------------------
                 317(a)(1)                    8.3
           ----------------------------------------------------
                 317(a)(2)                    8.3
           ----------------------------------------------------
                   317(b)                    7.2(i)
           ----------------------------------------------------
                   318(a)                     25.5
           ----------------------------------------------------