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                                                                    Exhibit 10.5

                                             [LOGO OF CLAYTON UTZ]

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







Securitisation Advisory Services Pty Limited
Manager

[                ]
[               ] and Party A

Perpetual Trustee Company Limited
Party B

Commonwealth Bank of Australia
CBA and Standby Swap Provider





Series [      ] Medallion Trust
ISDA Master Agreement
(Currency Swap Agreement)








                              [LOGO OF CLAYTON UTZ]
                                     Lawyers
          Levels 23-35 No 1 O'Connell Street Sydney NSW 2000 Australia
            PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
                               www.claytonutz.com
                    Tel + 61 2 9353 4000 Fax + 61 2 9251 7832
             Our ref - 174/784/1697903 Contact Tessa - Ben Sandstad


            Sydney . Melbourne . Brisbane . Perth . Canberra . Darwin

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

<PAGE>


                                    Schedule

                                     to the

                                MASTER AGREEMENT

                         dated as of [         ] between

                  Securitisation Advisory Services Pty. Limited
                               ABN 88 064 133 946
                                   ("Manager")

                                       and

                         [          ] ABN 34 072 814 058

                          ("[         ]" and "Party A")

                                       and

                        Perpetual Trustee Company Limited
                               ABN 42 000 001 007
in its several capacities as trustee of various Series Trusts from time to time
     established under the Master Trust Deed and various Series Supplements
                                   ("Party B")

                                       and

                         Commonwealth Bank of Australia
                               ABN 48 123 123 124
                       ("CBA" and "Standby Swap Provider")

Part 1.     Termination Provisions.

In this Agreement:

(a)         "Specified Entity" does not apply in relation to Party A or Party B.

(b)         The definition of "Specified Transaction" is not applicable.

(c)         (i)         The following provisions of Section 5 will not apply to
                        Party A:

                        Section 5(a)(ii)    Section 5(a)(v)
                        Section 5(a)(iii)   Section 5(a)(vi)
                        Section 5(a)(iv)    Section 5(b)(iv)

            (ii)        The following provisions of Section 5 will not apply to
                        Party B:

                        Section 5(a)(ii)    Section 5(a)(v)   Section 5(a)(viii)
                        Section 5(a)(iii)   Section 5(a)(vi)  Section 5(b)(iv)
                        Section 5(a)(iv)    Section 5(a)(vii)

            (iii)       Section 5(b)(ii) will not apply to Party A as the
                        Affected Party (subject to Part 5(6)(b) of this
                        Schedule) and Section 5(b)(iii) will not apply to Party
                        A as the Burdened Party.

(d)         The "Automatic Early Termination" provisions in Section 6(a) will
            not apply to Party A or Party B.

(e)         Payments on Early Termination. For the purposes of Section 6(e) of
            this Agreement:

                                                                               1

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            (i)         Market Quotation will apply; and

            (ii)        the Second Method will apply.

(f)         "Termination Currency" means US$ provided that if an amount due in
            respect of an Early Termination Date will be payable by Party B to
            Party A the Termination Currency for the purpose of calculating and
            paying that amount is Australian Dollars.

(g)         "Additional Termination Event" applies. The following is an
            Additional Termination Event in relation to which both Party A and
            Party B are Affected Parties:

            "An Event of Default (as defined in the Security Trust Deed) occurs
            and the Security Trustee has declared, in accordance with the
            Security Trust Deed, the Relevant Notes immediately due and
            payable."

            For the purposes of calculating a payment due under Sections 6(d)
            and (e) when an Early Termination Date is designated under Section 6
            (b) as a result of such Additional Termination Event, Party B will
            be the only Affected Party.

Part 2.     Tax Representations

(a)         Payer Tax Representations. For the purpose of Section 3(e) of this
            Agreement, Party A and Party B each make the following
            representation:

            It is not required by any applicable law, as modified by the
            practice of any relevant government revenue authority, of any
            Relevant Jurisdiction to make any deduction or withholding for or on
            account of any Tax from any payment (other than interest under
            Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it
            to any other party under this Agreement. In making this
            representation, it may rely on:

            (i)         the accuracy of any representation made by that other
                        party pursuant to Section 3(f) of this Agreement;

            (ii)        the satisfaction of the agreement contained in Section 4
                        (a)(i) or 4(a)(iii) of this Agreement and the accuracy
                        and effectiveness of any document provided by that other
                        party pursuant to Section 4(a)(i) or 4(a)(iii) of this
                        Agreement; and

            (iii)       the satisfaction of the agreement of that other party
                        contained in Section 4(d) of this Agreement,

            PROVIDED THAT it shall not be a breach of this representation where
            reliance is placed clause (ii) and the other party does not deliver
            a form or document under Section 4(a)(iii) by reason of material
            prejudice to its legal or commercial position.

(b)         Payee Tax Representations.  For the purpose of Section 3(f) of this
            Agreement:

            (i)         Party B and CBA as Standby Swap Provider and (on and
                        from the Novation Date) as Party A, each makes the
                        following representation:

                                    It is an Australian resident and does not
                                    derive the payments under this Agreement in
                                    part or whole in carrying on a business in a
                                    country outside Australia at or through a
                                    permanent establishment of itself in that
                                    country.

            (ii)        [         ] as Party A represents that it is an
                        "eligible contract participant" under the U.S. Commodity
                        Exchange Act.

                                                                               2

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Part 3.     Agreement to Deliver Documents

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver to each other party the following documents, as applicable:

(a)         Tax forms, documents or certificates to be delivered are:

<TABLE>
<CAPTION>
Party required to deliver document      Form/Document/Certificate                    Date by which to be delivered
<S>                                     <C>                                          <C>
Party A, Party B, and the Standby       Any document or certificate reasonably       On the earlier of (a)  learning
Swap Provider                           required or reasonably requested by a        that such document or
                                        party in connection with its                 certificate is required and (b)
                                        obligations to make a payment under          as soon as reasonably
                                        this Agreement which would enable that       practicable following a request
                                        party to make the payment free from          by a party.
                                        any deduction or withholding for or on
                                        account of Tax or which would reduce
                                        the rate at which deduction or
                                        withholding for or on account of Tax
                                        is applied to that payment as
                                        requested by Party A with respect to
                                        any payments received by Party B.

(b)         Other documents to be delivered are:

Party required to deliver              Form/Document/Certificate                    Date by which to be delivered
document

Party A, Party B, the Standby          A certificate specifying the names,          On the execution of this
Swap Provider and the  Manager         title and specimen signatures of the         Agreement and each
                                       persons authorised to execute this           Confirmation unless that
                                       Agreement and each Confirmation or           certificate has already been
                                       other communication in writing made          supplied and remains true and
                                       pursuant to this Agreement on its            in effect and when the
                                       behalf.                                      certificate is updated.

Party A, Party B, the Standby          A legal opinion as to the validity and       Prior to the Closing Date.
Swap Provider and the Manager          enforceability of its obligations
                                       under this Agreement in form and
                                       substance (and issued by legal counsel)
                                       reasonably acceptable to each other
                                       party.

Party B                                A certified copy to Party A of each          Not less than 5 Business Days
                                       Credit Support Document specified in         (or such lesser period as
                                       respect of Party B and (without              Party A agrees to) before the
                                       limiting any obligation Party B may          Trade Date of the first
                                       have under the terms of that Credit          occurring Transaction and in
                                       Support Document to notify Party A of        the case of any amending
                                       amendments thereto) a certified copy         documents entered into
                                       to Party A of any document that amends       subsequent to that date,
                                       in any way the terms of that Credit          promptly after each amending
                                       Support                                      document (if any)
</TABLE>

                                                                               3

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                Document                   has been entered into.

Other than the legal opinions, any Credit Support Document or any document
amending a Credit Support Document (but including any certifications in relation
to such documents), all documents delivered under this Part 3(b) are covered by
the Section 3(d) representation. For the purposes of this Part 3(b), a copy of a
document is taken to be certified if a director or secretary of the party
providing the document, or a person authorised to execute this Agreement or a
Confirmation on behalf of that party or a solicitor acting for that party has
certified it to be a true and complete copy of the document of which it purports
to be a copy.

Part 4 Miscellaneous

(a)         Addresses for Notices. For the purpose of Section 12(a) of this
            Agreement:

            Address for notices or communications to [             ] as Party A:

            Address:                [                ]

            Attention:              [                ]

            Facsimile No.:          [                ]

            Additionally, a copy of all notices as well as any changes to
            counterparty's address, telephone number or facsimile number should
            be sent to:

            Address:                [                ]

            Attention:              [                ]

            Address for notices or communications to Party B:

            Address:                Perpetual Trustee Company Limited
                                    Level 3
                                    39 Hunter Street
                                    Sydney  NSW  2000
                                    AUSTRALIA

            Attention:              Manager, Securitisation Services

            Facsimile No.:          612 9221 7870

            Additionally, a copy of all notices as well as any changes to
            counterparty's address, telephone number or facsimile number should
            be sent to:

            Address:                Securitisation Advisory Services Pty.
                                    Limited
                                    Level 8
                                    48 Martin Place
                                    Sydney  NSW  2000
                                    AUSTRALIA

            Attention:              Manager, Securitisation

            Facsimile No.:          612 9378 2481

                                                                               4

<PAGE>

        Address for notices or communications to CBA as Standby Swap Provider
        and (on and from the Novation Date) as Party A:

        Address:        Commonwealth Bank of Australia
                        Level 8
                        48 Martin Place
                        Sydney NSW 2000
                        AUSTRALIA

        Attention:      Manager, Securitisation

        Facsimile No.:  612 9378 2481

(b)     Process Agent. For the purpose of Section 13(c) of this Agreement:

        [      ] as Party A appoints as its Process Agent: [       ]

        Party B appoints as its Process Agent: not applicable.

        CBA as Standby Swap Provider and (on and from the Novation Date) as
        Party A appoints as its Process Agent: not applicable.

(c)     Offices. The provisions of Section 10(a) will apply to this Agreement.

(d)     Multibranch Party. For the purpose of Section 10(c) of this Agreement:

        Party A is not a Multibranch Party.

        Party B is not a Multibranch Party.

(e)     Calculation Agent.

        (i)   The Calculation Agent is:

              (A)       in respect of all notices, determinations and
                        calculations in respect of amounts denominated in US$,
                        the Agent Bank; and

              (B)       in respect of all other notices, determinations and
                        calculations, the Manager.

        (ii)  All determinations and calculations by the Calculation Agent will:

              (A)       be made in good faith and in the exercise of its
                        commercial reasonable judgment; and

              (B)       be determined, where applicable, on the basis of then
                        prevailing market rates or prices.

        All such determinations and calculations will be binding on Party A and
        Party B in the absence of manifest error. The Manager (or, if the
        Manager fails to do so and Party A notifies Party B, Party B) covenants
        in favour of Party A to use reasonable endeavours (including, without
        limitation, taking such action as is reasonably necessary to promptly
        enforce the obligations of the Agent Bank under the Agency Agreement) to
        ensure that the Agent Bank performs its obligations as Calculation Agent
        under this Agreement.

(f)     Credit Support Document. Details of any Credit Support Document:

        (i)   In relation to [        ] as Party A: Not applicable.

        (ii)  In relation to Party B: The Security Trust Deed.

                                                                               5

<PAGE>

        (iii)  In relation to CBA as (on and from the Novation Date) Party A:
               Not applicable.

(g)     Credit Support Provider.

        (i)    In relation to [ ] as Party A: None.

        (ii)   In relation to Party B: None.

        (iii)  In relation to CBA as (on and from the Novation Date) Party A:
               None.

(h)     Governing Law. This Agreement will be governed by and construed in
        accordance with the laws in force in New South Wales, except the Credit
        Support Annex, which will be governed by and construed in accordance
        with the laws in force in the State of New York as provided in Paragraph
        13(m)(iv) of the Credit Support Annex. Section 13(b)(i) is deleted and
        replaced by the following:

               "(i)      submits to the non-exclusive jurisdiction of the courts
                         of New South Wales and courts of appeal from them;
                         and".

(i)     Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement
        will apply in respect of all Transactions.

(j)     "Affiliate" will have the meaning specified in Section 14 of this
        Agreement. However, for the purposes of Section 3(c) Party B is deemed
        not to have any Affiliates.

Part 5  Other Provisions

(1)     Payments: In Section 2:

        (a)    In Section 2(a)(i) add the following sentence:

               "Each payment will be by way of exchange for the corresponding
               payment or payments payable by the other party (if any)".

        (b)    In Section 2(a)(ii) the first sentence is deleted and replaced
               with the following sentence:

               "Unless specified otherwise in this Agreement, payments under
               this Agreement by:

               (i)       Party A, will be made by 10.00 am (New York time); and

               (ii)      Party B, will be made by 4.00pm (Sydney time),

               on the due date for value on that date in the place of the
               account specified in the relevant Confirmation or otherwise
               pursuant to this Agreement, in freely transferable funds, free of
               any set-off, counterclaim, deduction or withholding (except as
               expressly provided in this Agreement) and in the manner customary
               for payment in the required currency.".

        (c)    Insert a new paragraph (iv) in Section 2(a) immediately after
               Section 2(a)(iii) as follows:

               "(iv)     The condition precedent in Section 2(a)(iii)(1) does
                         not apply to a payment due to be made to a party if it
                         has satisfied all its payment obligations under Section
                         2(a)(i) of this Agreement and has no future payment
                         obligations, whether absolute or contingent under
                         Section 2(a)(i)."

        (d)    Add the following new sentence to Section 2(b):

                                                                               6

<PAGE>

               "Each new account so designated shall be in the same tax
               jurisdiction as the original account."

        (e)    Amend Section 2(d) as follows:

               (i)     Delete the word "if" at the beginning of Section
                       2(d)(i)(4) and insert the following words instead:

                       "if and only if X is Party A and".

               (ii)    In Section 2(d)(ii) insert the words "(if and only if Y
                       is Party A)" after the word "then" at the beginning of
                       the last paragraph.

               Without prejudice to the above amendments, it is agreed that
               Party B:

               (iii)   is not obliged to pay:

                       (1)   any additional amount to Party A under Section
                             2(d)(i)(4); or

                       (2)   any amount to Party A under Section 2(d)(ii); and

               (iv)    will not receive payments under this Agreement or any
                       Transaction from which deductions or withholdings have
                       been made.

(2)     Party B's Payment Instructions: Party B irrevocably authorises and
        instructs Party A to make payment of:

        (i)    the Initial Exchange Amount due from Party A to Party B in
               respect of the Initial Exchange Date by paying that amount direct
               to the account notified in writing by Party B to Party A for that
               purpose; and

        (ii)   any other amount due from Party A to Party B under this Agreement
               by paying that amount direct to the Principal Paying Agent to the
               account outside Australia notified in writing by the Principal
               Paying Agent to Party A for that purpose.

(3)     Party A's Payment Instructions: Party A irrevocably authorises and
        instructs Party B to make payment of:

        (i)    any amount denominated in A$ due from Party B to the account in
               Sydney notified in writing by Party A to Party B from time to
               time; and

        (ii)   any amount denominated in US$ due from Party B to the account
               notified in writing by Party A to Party B from time to time.

(4)     Representations: In Section 3:

        (a)    Section 3(a)(v) is amended by inserting immediately after the
               words "creditors' rights generally" the following:

               "(including in the case of a party being an ADI (as that term is
               defined in the Reserve Bank Act, 1959 (Cth)) and section 13A(3)
               of the Banking Act, 1959 (Cth)).";

        (b)    Relationship Between Parties. Each party will be deemed to
               represent to the other parties on the date on which it enters
               into a Transaction that (absent a written agreement between the
               parties that expressly imposes affirmative obligations to the
               contrary for that Transaction):-

               (i)     Non-Reliance. It is acting for its own account (in the
                       case of Party B, as trustee of the Series Trust), and it
                       has made its own independent

                                                                               7

<PAGE>

                      decisions to enter into that Transaction and as to whether
                      that Transaction is appropriate or proper for it based
                      upon its own judgment (and in the case of Party B, also on
                      the judgment of the Manager) and upon advice from such
                      advisers as it has deemed necessary. It is not relying on
                      any communication (written or oral) of any other party as
                      investment advice or as a recommendation to enter into
                      that Transaction; it being understood that information and
                      explanations related to the terms and conditions of a
                      Transaction will not be considered investment advice or a
                      recommendation to enter into that Transaction. No
                      communication (written or oral) received from any other
                      party will be deemed to be an assurance or guarantee as to
                      the expected results of that Transaction.

               (ii)   Evaluation and Understanding. It is capable of evaluating
                      and understanding (on its own behalf or through
                      independent professional advice), and understands and
                      accepts, the terms, conditions and risks of that
                      Transaction. It is also capable of assuming, and assumes,
                      the risks of that Transaction.

               (iii)  Status of Parties. No other party is acting as a fiduciary
                      or an adviser to it in respect of that Transaction.

        (c)    insert the following new paragraphs (g), (h) and (i) in Section 3
               immediately after Section 3(f):

               (g)    Series Trust. By Party B, in respect of Party B only:

                      (i)   Trust Validly Created. The Series Trust has been
                            validly created and is in existence at the Trade
                            Date of the first occurring Transaction.

                      (ii)  Sole Trustee. It has been validly appointed as
                            trustee of the Series Trust and is presently the
                            sole trustee of the Series Trust.

                      (iii) No Proceedings to Remove. No notice has been given
                            to it and to its knowledge no resolution has been
                            passed, or direction or notice has been given,
                            removing it as trustee of the Series Trust.

                      (iv)  Power. It has power under the Master Trust Deed to:

                            (A)  enter into and perform its obligations under
                                 this Agreement and each Credit Support Document
                                 (in relation to Party B in its capacity as
                                 trustee of the Series Trust); and

                            (B)  mortgage or charge the Assets of the Series
                                 Trust in the manner provided in the Credit
                                 Support Document (in relation to Party B),

                            and its entry into this Agreement and each Credit
                            Support Document (in relation to Party B) is in the
                            interests of the beneficiaries of the Series Trust
                            and does not constitute a breach of trust.

                      (v)   Good Title. It is the lawful owner of the Assets of
                            the Series Trust and, subject only to the Credit
                            Support Document in relation to Party B and any
                            Security Interest permitted under

                                                                               8

<PAGE>

                           the Credit Support Document in relation to Party B,
                           those Assets are free of all other Security Interests
                           (except for Party B's right of indemnity out of the
                           Assets of the Series Trust).

                    (vi)   Eligible Contract Participant. The Series Trust was
                           not formed for the specific purpose of constituting
                           an "eligible contract participant" under the
                           Commodity Exchange Act.

                    (vii)  Total Assets. As at close of business on the Trade
                           Date of the first occurring Transaction, following
                           the issue of the Relevant Notes and provided that the
                           aggregate Invested Amount of the Relevant Notes upon
                           issue exceeds USD 10,000,000 the Series Trust will
                           have total assets exceeding USD10,000,000.

              (h)   Non-assignment. It has not assigned (whether absolutely, in
                    equity, by way of security or otherwise), declared any trust
                    over or given any charge over any of its rights under this
                    Agreement or any Transaction except, in the case of Party B,
                    for the Security Interests created under each Credit Support
                    Document in relation to Party B.

              (i)   Contracting as principal. Each existing Transaction has been
                    entered into by that party as principal and not otherwise."

(5)     Event of Default: In Section 5(a):

        (a)   Failure to Pay or Deliver: delete paragraph (i) and replace it
              with the following:

              ""(i) Failure to Pay or Deliver. Failure by the party to make,
                    when due, any payment under this Agreement or delivery under
                    Section 2(a)(i) or 2(e) required to be made by it if such
                    failure is not remedied at or before:

                    (1)    where the failure is by Party B, 10.00am on the tenth
                           day after notice of such failure is given to Party
                           B;" and

                    (2)    where the failure is by Party A, 10.00am on the tenth
                           day after notice of such failure is given to Party
                           A;";

        (b)   Consequential amendments:

              (i)   delete "or" at the end of Section 5(a)(vii); and

              (ii)  replace the full stop at the end of Section 5(a)(viii) with
                    "; or"; and

        (c)   Downgrade Obligations: insert the following new paragraph (ix):

              "(ix) Downgrade Obligations. In respect of Party A only, Party A
                    fails to comply with Part 5(22) of the Schedule if such
                    failure is not remedied on or before the tenth Business Day
                    (or such later day as Party B and the Manager may agree and
                    which the Rating Agencies confirm in writing will not result
                    in a reduction, qualification or withdrawal of the credit
                    ratings then assigned by them to the Relevant Notes) after
                    notice of such failure is given to Party A."

(6)     Termination Events:

        (a)   Illegality: In respect of each Transaction, the parties agree that
              the imposition by any Governmental Agency of an Australian
              jurisdiction of any exchange controls, restrictions or
              prohibitions which would otherwise constitute an Illegality for
              the

                                                                               9

<PAGE>

               purposes of Sections 5(b)(i) or 5(c) will not be an event which
               constitutes an Illegality for the purposes of those Sections so
               that, following the occurrence of that event:

               (i)   neither Party A nor Party B will be entitled to designate
                     an Early Termination Date in respect of that Transaction as
                     a result of that event occurring;

               (ii)  payment by Party B in accordance with Part 5(3) of the
                     Schedule will continue to constitute proper performance of
                     its payment obligations in respect of that Transaction; and

               (iii) Party A's obligations in respect of that Transaction or
                     this Agreement will, to the extent permitted by law, be
                     unaffected by the occurrence of that event.

        (b)    Party A's limited rights in relation to Tax Event:

               (i)   Notwithstanding Part 1(c)(iii) of the Schedule, but subject
                     to Section 6(b)(ii), Party A may designate an Early
                     Termination Date if it is an Affected Party following a Tax
                     Event but only if the Relevant Note Trustee has notified
                     the parties in writing that it is satisfied that all
                     amounts owing to the Relevant Noteholders will be paid in
                     full on the date on which the Relevant Notes are to be
                     redeemed.

               (ii)  If a Tax Event occurs where Party A is the Affected Party
                     and Party A is unable to transfer all its rights and
                     obligations under this Agreement and each Transaction to an
                     Affiliate pursuant to Section 6(b)(ii), Party A may, at its
                     cost, transfer all its rights, powers and privileges and
                     all its unperformed and future obligations under this
                     Agreement and each Transaction to any person provided that:

                     (A)    each Rating Agency has confirmed in writing that the
                            transfer will not result in a reduction,
                            qualification or withdrawal of the credit ratings
                            then assigned by them to the Relevant Notes; and

                     (B)    that person has a long term credit rating assigned
                            by each Rating Agency of at least the long term
                            credit rating assigned by that Rating Agency to
                            [      ]. as at the date of this Agreement or,
                            otherwise, the Standby Swap Provider provides its
                            written consent to the transfer.

(7)     Termination:

        (a)    Termination by Trustee: Party B must not designate an Early
               Termination Date without the prior written consent of the
               Relevant Note Trustee.

        (b)    Termination by the Relevant Note Trustee: If following an Event
               of Default or Termination Event, Party B does not exercise its
               right to terminate a Transaction, then the Relevant Note Trustee
               may designate an Early Termination Date in relation to that
               Transaction as if it were a party to this Agreement.

        (c)    Termination Payments by Party B: Notwithstanding Section
               6(d)(ii), any amount calculated as being due by Party B in
               respect of any Early Termination Date under Section 6(e) will be
               payable on the Monthly Distribution Date immediately following
               the date that such amount would otherwise be payable under
               Section 6(d)(ii) (or will be payable on that date if that date is
               a Monthly Distribution Date) except to the extent that such
               amount may be satisfied from an earlier

                                                                              10

<PAGE>

               distributionunder the Security Trust Deed or the payment of an
               upfront premium in respect of a Replacement Currency Swap in
               accordance with Part 5(17)(b).

        (d)    Transfers to avoid Termination: Section 6(b)(ii) is amended as
               follows:

               (i)    The following sentence is added at the end of the second
                      paragraph:

                      "However, if Party A is that other party it must, if so
                      requested by the Manager, use reasonable efforts (which
                      will not require Party A to incur a loss, excluding
                      immaterial, incidental expenses) to make such a transfer
                      to an Affiliate provided the Rating Agencies have given
                      prior written confirmation to the Manager that such a
                      transfer will not result in a reduction, qualification or
                      withdrawal of the credit ratings then assigned by them to
                      the Relevant Notes."

               (ii)   The third paragraph is deleted and replaced with the
                      following:

                      Any such transfer by a party under this Section 6(b)(ii)
                      will be subject to and conditional upon the prior written
                      consent of the other party, which consent will not be
                      withheld:

                      (1)   where the other party is Party A, if Party A's
                            policies in effect at such time would permit it to
                            enter into transactions with the transferee on the
                            terms proposed; or

                      (2)   where the other party is Party B, if the Rating
                            Agencies have confirmed in writing that such
                            transfer will not result in a reduction,
                            qualification or withdrawal of the credit ratings
                            then assigned by them to the Relevant Notes.

        (e)    Notice of Event of Default. For the purposes of Section 6(a) and
               (b):

               (i)    Party A may only provide a notice specifying an Event of
                      Default to Party B as the Defaulting Party and may only
                      designate an Early Termination Date following a
                      Termination Event where Party A or Party B (or both) is
                      the Affected Party or the Burdened Party; and

               (ii)   the Standby Swap Provider may not issue a notice
                      specifying an Event of Default or designating an Early
                      Termination Date (except as Party A on or after the
                      Novation Date).

(8)     No Set-Off: Section 6(e) is amended by deleting the last sentence of the
        first paragraph.

(9)     Transfer: Section 7 is replaced with:

        "7.    Essential term: Transfer

        (a)    Neither the interests nor the obligations of any party in or
               under this Agreement (including any Transaction) are capable of
               being assigned or transferred (whether at law, in equity or
               otherwise), charged or the subject of any trust (other than the
               Series Trust or the trusts created pursuant to the Credit Support
               Document in relation to Party B) or other fiduciary obligation.
               Any action by a party which purports to do any of these things is
               void.

        (b)    Nothing in this Section 7:

               (i)    restricts a transfer by a party after the other parties
                      have agreed to the variation of this Agreement in
                      accordance with Part 5(20) to the extent necessary to
                      permit such transfer;

                                                                              11

<PAGE>

               (ii)    restricts a novation of the interests and obligations of
                       a party in or under this Agreement (including any
                       Transaction) for the purposes of giving effect to a
                       transfer under Section 6(b)(ii);

               (iii)   restricts a transfer by a party of all or any part of its
                       interest in any amount payable to it from a Defaulting
                       Party under Section 6(e);

               (iv)    restricts a transfer by Party B or the Manager to a
                       Substitute Trustee or Substitute Manager, respectively,
                       in accordance with the Master Trust Deed;

               (v)     restricts Party B from granting security over a
                       Transaction or this Agreement pursuant to any Credit
                       Support Document in relation to Party B; or

               (vi)    limits Parts 5(6)(b)(ii), 5(22), 5(23), 5(24) or 5(25).

        (c)    Each party acknowledges that the other party enters into this
               Agreement and each Transaction on the basis that this Section 7
               must be strictly observed and is essential to the terms of this
               Agreement (including each Transaction)."

(10)    Facsimile Transmission: In Section 12:

        (a)    delete Section 12(a)(ii); and

        (b)    replace Section 12(a)(iii) with:

               "(iii)  if sent by facsimile transmission:

                       (A) in the case of any notice or other communication
                           pursuant to Parts 5(23), (24) or (25), on the date
                           that transmission is received by a responsible
                           employee of the recipient in legible form (it being
                           agreed that the burden of proving receipt will be on
                           the sender and will not be met by a transmission
                           report generated by the sender's facsimile machine);
                           or

                       (B) otherwise, on the date a transmission report is
                           produced 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 Section unless the
                           recipient notifies the sender within one Business Day
                           of the facsimile being sent that the facsimile was
                           not received in its entirety in legible form;".

(11)    Definitions

        In this Agreement, unless the contrary intention appears:

        (a)    Master Trust Deed: subject to Part 5(11)(h), unless defined in
               this Agreement words and phrases defined in the Master Trust Deed
               and the Series Supplement have the same meaning in this
               Agreement. Subject to Part 5(11)(h), where there is any
               inconsistency in a definition between this Agreement (on the one
               hand) and the Master Trust Deed or the Series Supplement (on the
               other hand), this Agreement prevails. Where there is any
               inconsistency in a definition between the Master Trust Deed (on
               the one hand) and the Series Supplement (on the other hand), the
               Series Supplement prevails over the Master Trust Deed in respect
               of the Series Trust. Where words or phrases used but not defined
               in this Agreement are defined in the Master Trust Deed in
               relation to a Series Trust (as defined in the Master Trust Deed)
               such words or phrases are to be construed in this Agreement,
               where

                                                                              12

<PAGE>

               necessary, as being used only in relation to the Series Trust;

        (b)    Trustee Capacity:

               (i)    a reference to Party B is a reference to Party B in its
                      capacity as trustee of the relevant Series Trust only, and
                      in no other capacity; and

               (ii)   a reference to the undertaking, assets, business or money
                      of Party B is a reference to the undertaking, assets,
                      business or money of Party B in the capacity referred to
                      in paragraph 11(b)(i) only;

        (c)    Definitions: in Section 14:

               (i)    replace the definitions of "Affected Transactions" and
                      "Local Business Day" with the following:

                      ""Affected Transactions" means, with respect to a
                      Termination Event, all Transactions."

                      ""Local Business Day" has the same meaning as "Business
                      Day"."

               (ii)   insert the following new definitions:

                      "BBSW" or "AUD-BBR-BBSW" in relation to a Calculation
                      Period means the rate appearing at approximately 10.00 am
                      Sydney time on the Reset Date for that Calculation Period
                      on the Reuters Screen page "BBSW" as being the average of
                      the mean buying and selling rates appearing on that page
                      for a bill of exchange having a tenor of three months .
                      If:

                      (a)  on that Reset Date fewer than 4 banks are quoted on
                           the Reuters Screen page "BBSW"; or

                      (b)  for any other reason the rate for that day cannot be
                           determined in accordance with the foregoing
                           procedures,

                      then "BBSW" or "AUD-BBR-BBSW" means such rate as is
                      specified by the Calculation Agent having regard to
                      comparable indices then available.

                      "[     ]/CBA ISDA Master Agreement" means the ISDA Master
                      Agreement Amendment Agreement dated on or about the date
                      of this Agreement between [    ] and CBA, as amended from
                      time to time.

                      "Credit Support Annex" means the Credit Support Annex to
                      be executed in the form substantially as annexed to this
                      Agreement.

                      "Inconvertibility Event" means any event beyond the
                      control of CBA that makes it impossible for CBA to convert
                      to U.S. Dollars through customary legal channels an amount
                      of Australian Dollars sufficient to fulfil CBA's
                      obligations under this Agreement and each Transaction.

                      "Joint Ratings" means the highest possible jointly
                      supported short term credit rating or long term credit
                      rating, as applicable, that can be determined in relation
                      to Party A and the Standby Swap Provider by Moody's, S&P
                      and Fitch in accordance with Moody's, S&P's and Fitch's
                      respective approaches to jointly supported obligations
                      provided that if either Party A or the Standby Swap
                      Provider has a long term credit rating

                                                                              13

<PAGE>

                      of less than BBB from S&P the Joint Ratings from S&P will
                      be the credit ratings of the other party.

                      "Master Trust Deed" means the Master Trust Deed dated 8
                      October 1997 between Party B and the Manager, as amended
                      from time to time.

                      "Novation Date" means the date upon which the obligations
                      of [ ] as Party A under this Agreement and each
                      Transaction are novated to the Standby Swap Provider
                      pursuant to Part 5(24)(c).

                      "Prescribed Rating Period" means in relation to the Joint
                      Ratings determined by the Rating Agencies:

                      (a)  a period of 30 Business Days from the date of
                           determination of the relevant credit rating where any
                           Joint Rating immediately after that determination is
                           less than the relevant Prescribed Rating but greater
                           than or equal to a short term credit rating of A-1 by
                           S&P and long term credit ratings of A- by S&P, A3 by
                           Moody's and A- by Fitch, as the case may be; and

                      (b)  a period of 5 Business Days from the date of
                           determination of the relevant credit rating where any
                           Joint Rating immediately after that determination is
                           less than a short term credit rating of A-1 by S&P or
                           less than a long term credit rating of A- by S&P, A3
                           by Moody's and A- by Fitch.

                      "Prescribed Ratings" means a short term credit rating of
                      A-1+ by S&P or a long term credit rating of AA- by S&P and
                      long term credit ratings of AA- by Fitch and A2 by
                      Moody's.

                      "Quarterly Distribution Date" has the meaning given in
                      Section 16.

                      "Relevant Calculation Amount" has the meaning given in
                      Section 16.

                      "Relevant Notes" has the meaning given in Section 16.

                      "Relevant Note Trustee" has the meaning given in Section
                      16.

                      "Relevant Noteholders" has the meaning given in Section
                      16.

                      "Scheduled Maturity Date" has the meaning given in Section
                      16.

                      "Security Trust Deed" has the meaning given in Section 16.

                      "Series Supplement" has the meaning given in Section 16.

                      "Series Trust" has the meaning given in Section 16.

        (d)    Interpretation:

               (i)    references to time are references to Sydney time;

               (ii)   a reference to "wilful default" in relation to Party B
                      means, subject to Part 5(11)(d)(iii) of this Schedule, any
                      wilful failure by Party B to comply with, or wilful breach
                      by Party B of, any of its obligations under any
                      Transaction Document, other than a failure or breach
                      which:

                      A.   (1)  arises as a result of a breach of a Transaction
                                Document by a person other than:

                                                                              14

<PAGE>

                                 (a) Party B; or

                                 (b) any other person referred to in Part
                                     5(11)(d)(iii) of this Schedule; and

                            (2)  the performance of the action (the non-
                                 performance of which gave rise to such breach)
                                 is a precondition to Party B performing the
                                 said obligation;

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

                       C.   is in accordance with any proper instruction or
                            direction of the Investors given at a meeting
                            convened under the Master Trust Deed;

               (iii)   a reference to the "fraud", "negligence" or "wilful
                       default" of Party B means the fraud, negligence or wilful
                       default of Party B and of its officers, employees, agents
                       and any other person where Party B is liable for the acts
                       or omissions of such other person under the terms of any
                       Transaction Document;

               (iv)    a reference to "neither party" will be construed as a
                       reference to "no party"; and

               (v)     a reference to "other party" will be construed as a
                       reference to "other parties".

        (e)    ISDA Definitions: The 1991 ISDA Definitions (as published by the
               International Swaps and Derivatives Association, Inc ("ISDA")),
               as supplemented by the 1998 Supplement to the 1991 ISDA
               Definitions (as published by ISDA) (the "1991 ISDA Definitions")
               as at the date of this Agreement are incorporated into this
               Agreement and each Confirmation.

        (f)    Inconsistency: Subject to Part 5(11)(a), unless specified
               otherwise, in the event of any inconsistency between any two or
               more of the following documents in respect of a Transaction they
               will take precedence over each other in the following order in
               respect of that Transaction:

               (i)     any Confirmation;

               (ii)    this Schedule and Section 13 ("Elections and Variables")
                       of the Credit Support Annex (as applicable);

               (iii)   the 1991 ISDA Definitions; and

               (iv)    the printed form of the 1992 ISDA Master Agreement and
                       the printed form of the ISDA Credit Support Annex which
                       form part of this Agreement.

        (g)    Swap Transaction: Any reference to a:

               (i)     "Swap Transaction" in the 1991 ISDA Definitions is deemed
                       to be a reference to a "Transaction" for the purpose of
                       interpreting this Agreement or any Confirmation; and

               (ii)    "Transaction" in this Agreement or any Confirmation is
                       deemed to be a reference to a "Swap Transaction" for the
                       purpose of interpreting the

                                                                              15

<PAGE>

                      1991 ISDA Definitions.

        (h)    Incorporated Definitions and other Transaction Documents and
               provisions: Where in this Agreement a word or expression is
               defined by reference to its meaning in another Transaction
               Document or there is a reference to another Transaction Document
               or to a provision of another Transaction Document, any amendment
               to the meaning of that word or expression or to that other
               Transaction Document or provision (as the case may be) will be of
               no effect for the purposes of this Agreement unless and until the
               amendment is consented to by the parties to this Agreement.

(12)    Limitation of Liability: Insert the following as Sections 15 and 16,
        after Section 14:

        "15.   Party B's Limitation of Liability

               (a)    (Limitation on Party B's liability): Party B enters into
                      this Agreement only in its capacity as trustee of the
                      relevant Series Trust and in no other capacity. A
                      liability incurred by Party B acting in its capacity as
                      trustee of the relevant Series Trust arising under or in
                      connection with this Agreement is limited to and can be
                      enforced against Party B only to the extent to which it
                      can be satisfied out of the Assets of that Series Trust
                      out of which Party B is actually indemnified for the
                      liability. This limitation of Party B's liability applies
                      despite any other provision of this Agreement (other than
                      Section 15(c)) and extends to all liabilities and
                      obligations of Party B in any way connected with any
                      representation, warranty, conduct, omission, agreement or
                      transaction related to this Agreement.

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

               (c)    (Breach of trust): The provisions of this Section 15 will
                      not apply to any obligation or liability of Party B to the
                      extent that it is not satisfied because under the Master
                      Trust Deed, the corresponding Series Supplement or any
                      other corresponding Transaction Document or by operation
                      of law there is a reduction in the extent of Party B's
                      indemnification out of the Assets of the relevant Series
                      Trust, as a result of Party B's fraud, negligence or
                      wilful default.

               (d)    (Acts or omissions): It is acknowledged that the Relevant
                      Parties are responsible under the corresponding
                      Transaction Documents for performing a variety of
                      obligations relating to the relevant Series Trust. No act
                      or omission of Party B (including any related failure to
                      satisfy its obligations or any breach of representation or
                      warranty under this Agreement) will be considered
                      fraudulent, negligent or a wilful default of Party B for
                      the purpose of paragraph (c) of this Section 15 to the
                      extent to which the act or omission was caused or
                      contributed to by any failure by any such Relevant Person
                      or any other person appointed by Party B under such a
                      Transaction Document (other than a person whose acts or
                      omissions Party B is liable for in accordance with any
                      such Transaction Document) to fulfil its obligations
                      relating to the relevant Series Trust or by any other act
                      or omission of the Manager or the

                                                                              16

<PAGE>

               Servicer or any other such person.

          (e)  (No obligation): Party B is not obliged to enter into any
               commitment or obligation under this Agreement or any Transaction
               Document (including incur any further liability) unless Party B's
               liability is limited in a manner which is consistent with this
               Section 15 or otherwise in a manner satisfactory to Party B in
               its absolute discretion.

     16.  Segregation

          Party B will enter into each Transaction as trustee of a Series Trust.
          Each Confirmation in relation to a Transaction must specify the name
          of the Series Trust to which the Transaction relates. Notwithstanding
          anything else in this Agreement, but without limiting the generality
          of Section 15, the provisions of this Agreement (including, without
          limitation, the Credit Support Annex) shall have effect severally in
          respect of each Series Trust and shall be enforceable by or against
          Party B in its capacity as trustee of the relevant Series Trust as
          though a separate Agreement applied between Party A, Party B (in its
          capacity as trustee of the Series Trust specified in the relevant
          Confirmation), the Manager and the Standby Swap Provider for each of
          Party B's said several capacities, to the intent that (inter alia):

          (a)  (References to Party B): unless the context indicates a contrary
               intention, each reference to "Party B" in this Agreement shall be
               construed as a several reference to Party B in its respective
               capacities as trustee of each Series Trust;

          (b)  (Separate Agreements): this Master Agreement including, without
               limitation, this Schedule and the Credit Support Annex together
               with each Confirmation relating to a particular Series Trust will
               form a single separate agreement between Party A, the Manager,
               the Standby Swap Provider and Party B in its capacity as trustee
               of that Series Trust and references to the respective obligations
               (including references to payment obligations generally and in the
               context of provisions for the netting of payments and the
               calculation of amounts due on early termination) of Party A, the
               Manager, the Standby Swap Provider or Party B shall be construed
               accordingly as a several reference to each mutual set of
               obligations arising under each such separate agreement between
               Party A, the Manager, the Standby Swap Provider and Party B in
               its several capacity as trustee of the relevant Series Trust;

          (c)  (Representations): representations made and agreements entered by
               the parties under this Agreement are made and entered severally
               by Party B in its respective capacities as trustee of each Series
               Trust and in respect of the relevant Series Trust and may be
               enforced by Party B against Party A, the Manager or the Standby
               Swap Provider severally in Party B's said several capacities (and
               by Party A, the Manager or the Standby Swap Provider against
               Party B in Party B's said several capacities);

          (d)  (Termination): rights of termination, and obligations and
               entitlements consequent upon termination, only accrue to Party A
               against Party B severally in Party B's respective capacities as
               trustee of each Series Trust, and only accrue to Party B against
               Party A severally in Party B's said several capacities;

          (e)  (Events of Default and Termination Events): without limiting
               Section 15, the occurrence of an Event of Default or Termination
               Event in respect of one Series Trust shall not in itself
               constitute an Event of Default or Termination Event in respect of
               any other Series Trust; and

                                                                              17

<PAGE>

          (f)  (Definitions):

               (i)   the term "Series Trust":

                     (A) in this Section 16, means each Series Trust (as defined
                         in the Master Trust Deed) specified or to be specified,
                         as the context requires, as the relevant Series Trust
                         in the Confirmation for a Transaction; and

                     (B) elsewhere in this Agreement, means each such Series
                         Trust severally in accordance with the preceding
                         provisions of this Section 16;

               (ii)  the term "Transaction":

                     (A) in this Section 16, means each Transaction governed by
                         this Agreement; and

                     (B) elsewhere in this Agreement, means each such
                         Transaction entered into by the trustee as Trustee of
                         the relevant Series Trust;

               (iii) the term "Agreement":

                     (A) in this Section 16, and elsewhere if so specified,
                         means this Master Agreement, including, without
                         limitation, this Schedule and the Credit Support Annex,
                         and all Confirmations governed by this Master
                         Agreement; and

                     (B) elsewhere, unless specified otherwise, means the
                         separate agreement referred to in Section 16(b) in
                         respect of each particular Series Trust;

               (iv)  the terms "Quarterly Distribution Date", "Relevant
                     Calculation Amount", "Relevant Note Trustee", "Relevant
                     Notes", "Relevant Noteholders", "Scheduled Maturity Date",
                     "Security Trust Deed" and "Series Supplement" in this
                     Agreement to the extent that it applies in relation to a
                     Series Trust have the respective meanings given to them in
                     the Confirmations for the Transactions of that Series
                     Trust."

(13) Further Assurances: Each party will, upon request by the other party (the
     "requesting party") at the expense of the requesting party, perform all
     such acts and execute all such agreements, assurances and other documents
     and instruments as the requesting party reasonably requires (and, in the
     case of Party B, are within the powers granted to Party B under the Master
     Trust Deed) to assure and confirm the rights and powers afforded, created
     or intended to be afforded or created, under or in relation to this
     Agreement and each Transaction or other dealing which occurs under or is
     contemplated by it.

(14) Procedures for Entering into Transactions

     (a)  With respect to each Transaction entered into pursuant to this
          Agreement and for the purposes of Section 9(e)(ii), Party A will, by
          or promptly after the relevant Trade Date, send Party B, the Standby
          Swap Provider and the Manager a Confirmation substantially in the form
          set out in Annexure 1 (or in such other form as may be agreed between
          Party A, Party B, the Standby Swap Provider and the

                                                                              18

<PAGE>

          Manager), and Party B, the Standby Swap Provider and the Manager must
          promptly then confirm the accuracy of and sign and return, or request
          the correction of, such Confirmation; and

     (b)  Party B will enter into each Transaction in its capacity as trustee of
          the Series Trust.

(15) Authorised Officer: Each party will be entitled to assume, in the absence
     of any knowledge to the contrary, that any Confirmation, notice or other
     written communication, which is issued in respect of this Agreement and
     which is purported to be signed on behalf of another party by a person
     specified in the certificate provided by that other party under Part 3(b),
     is authorised by that other party.

(16) Recorded Conversations: Each party:

     (a)  consents to the electronic recording of its telephone conversations
          with the other party (or any of its associated persons) with or
          without the use of an automatic tone warning device;

     (b)  will provide transcripts of such recordings (if any) upon reasonable
          request by the other party (at the reasonable cost of the party
          requesting); and

     (c)  acknowledges that neither is obligated to maintain copies of such
          recordings and transcripts for the benefit of the other party.

(17) Replacement Currency Swap Agreement:

     (a)  If any Transaction under this Agreement is terminated prior to the day
          upon which the Relevant Notes are redeemed in full, Party B may, at
          the direction of the Manager, enter into one or more currency swaps
          which replace that Transaction (collectively a "Replacement Currency
          Swap") provided that:


          (i)  the Rating Agencies confirm in writing that the entry into the
               Replacement Currency Swap by Party B does not result in a
               reduction, qualification or withdrawal of the credit ratings then
               assigned by them to the Relevant Notes; and

          (ii) the liability of Party B under the Replacement Currency Swap is
               limited to at least the same extent that its liability is limited
               under that Transaction.

     (b)  If Party B enters into a Replacement Currency Swap pursuant to
          paragraph (a) and a Settlement Amount is payable by Party B to Party A
          upon termination of the Transaction referred to in Part 5(17)(a),
          Party B must direct the Replacement Currency Swap provider to pay any
          upfront premium to enter into the Replacement Currency Swap due to
          Party B directly to Party A in satisfaction of and to the extent of
          Party B's obligation to pay the Settlement Amount to Party A, and to
          the extent such premium is not greater than or equal to the Settlement
          Amount, the balance may be satisfied by Party B as an Expense.

     (c)  If Party B enters into a Replacement Currency Swap pursuant to
          paragraph (a) and a Settlement Amount is payable by Party A to Party B
          upon termination of the Transaction referred to in Part 5(17)(a),
          Party B may direct Party A to pay that amount to the Replacement
          Currency Swap provider in satisfaction of or towards and to the extent
          of Party B's obligation (if any) to pay an upfront premium to the
          Replacement Currency Swap provider to enter into the Replacement
          Currency Swap.

     (d)  The obligations of Party B (and the rights of Party A) under this Part
          5(17) will survive the termination of this Agreement.

                                                                              19

<PAGE>

(18) Knowledge or Awareness: Subject to Section 12(a), each party will only be
     considered to have knowledge or awareness of, or notice of, a thing or
     grounds to believe anything by virtue of the officers of that party or any
     Related Body Corporate of that party which have the day to day
     responsibility for the administration or management of that party's (or a
     Related Body Corporate of that party's) obligations in relation to the
     Series Trust or the Transactions entered into under this Agreement having
     actual knowledge, actual awareness or actual notice of that thing, or
     grounds or reason to believe that thing (and similar references will be
     interpreted in this way).

(19) Restrictions on Party B's Rights: Party B must at all times act in
     accordance with the instructions of the Manager in relation to this
     Agreement.

(20) Amendment to this Agreement: None of Party A, Party B, the Standby Swap
     Provider or the Manager may amend this Agreement unless the Rating Agencies
     have confirmed in writing that the proposed amendment will not result in a
     reduction, qualification or withdrawal of the credit ratings then assigned
     by them to the Relevant Notes.

(21) Appointment of Manager: Party B hereby exclusively appoints the Manager as
     its attorney to act on Party B's behalf and exercise all rights and powers
     of Party B with respect to this Agreement. Without limiting the generality
     of the foregoing, the Manager may issue and receive on behalf of Party B
     all notices, certificates and other communications to or by Party A under
     this Agreement until such time as Party B serves written notice on Party A
     of the revocation of the Manager's authority to act on behalf of Party B in
     accordance with this Part 5(21) of the Schedule.

(22) Ratings Downgrade:

     (a)  (Downgrade): If, as a result of the reduction or withdrawal of the
          credit rating of Party A or the Standby Swap Provider a Joint Rating
          is less than the relevant Prescribed Rating, Party A must by the
          expiry of the Prescribed Rating Period in relation to the credit
          ratings assigned by the Rating Agencies to Party A and the Standby
          Swap Provider at that time (or such greater period as is agreed to in
          writing by each relevant Rating Agency), at its cost alone and at its
          election:

          (i)   provided that the short term Joint Rating by S&P is greater than
                or equal to A-1 or the long term Joint Rating by S&P is greater
                than or equal to A- and the long term Joint Rating by Fitch is
                greater than or equal to A-, lodge collateral in accordance with
                the Credit Support Annex in an amount equal to the Collateral
                Amount as defined in Part 5 (22)(b); or

          (ii)  enter into, and procure that the Standby Swap Provider enters
                into, an agreement novating Party A's and/or the Standby Swap
                Providers' rights and obligations under this Agreement and each
                Transaction to a replacement counterparty acceptable to the
                Manager and the Standby Swap Provider and which the Rating
                Agencies confirm in writing will not result in a reduction,
                qualification or withdrawal of the credit ratings then assigned
                by them to the Relevant Notes; or

          (iii) enter into, or procure that the Standby Swap Provider enters
                into, such other arrangements in respect of each Transaction
                which the Rating Agencies confirm in writing will not result in
                a reduction, qualification or withdrawal of the credit ratings
                then assigned by them to the Relevant Notes.

          Notwithstanding that Party A has elected to satisfy its obligations
          pursuant to this Part 5(22)(a) in a particular manner, it may
          subsequently and from time to time vary the manner in which it
          satisfies its obligations pursuant to this Part 5(22)(a) (but will not
          be entitled to any additional grace period in relation to such a
          variation).

                                                                              20

<PAGE>

(b)    (Collateral Amount): For the purpose of this Part 5(22) the
       Collateral Amount will be an amount equal to the greater of the
       following:

       (i)         zero;

       (ii)        CCR; and

       (iii)       an amount acceptable to Moody's and Fitch and sufficient to
                   maintain the credit rating assigned to the Relevant Notes by
                   Moody's and Fitch immediately prior to the review of the
                   Joint Rating.

       Where:

       CCR = CR x 1.030

       CR = MTM + VB

       MTM means the aggregate mark-to-market value (whether positive or
       negative) of each Transaction determined in accordance with Part 5(22)(c)
       no earlier than 3 Business Days prior to the date that the Collateral
       Amount is lodged.

       VB means the volatility buffer, being the value calculated by multiplying
       the Relevant Calculation Amount as at the most recent Distribution Date
       by the relevant percentage obtained from the following table:

<TABLE>
<CAPTION>
       ----------------------------------------------------------------------------------------------------------
       Party A's and the        Where the period         Where the period          Where the Period
       Standby Swap             between the date of      between the date of       between the date of
       Provider's jointly       recalculation and the    recalculation and the     recalculation and the
       supported long term      Scheduled Maturity       Scheduled Maturity        Scheduled Maturity
       credit rating by S&P     Date is less than or     Date is greater than 5    Date is greater than 10
                                equal to 5 years         years and less than or    years
                                                         equal to 10 years
       ----------------------------------------------------------------------------------------------------------
       <S>                      <C>                      <C>                       <C>
       A+                       1.05                     1.75                      3.0
       ----------------------------------------------------------------------------------------------------------
       A                        1.35                     2.45                      4.5
       ----------------------------------------------------------------------------------------------------------
       A-                       1.5                      3.15                      6
       ----------------------------------------------------------------------------------------------------------
</TABLE>

(c)    (Mark to Market Value): Party A must calculate the mark-to-market value
       of each Transaction by obtaining 2 bids from counterparties with the
       Prescribed Ratings willing to provide each Transaction in the absence of
       Party A. The mark-to-market value may be a positive or a negative amount.
       A bid has a negative value if the payment to be made is from the
       counterparty to Party A and has a positive value if the payment to be
       made is from Party A to the counterparty. The mark-to-market value is the
       higher of the bids (on the basis that any bid of a positive value is
       higher than any bid of a negative value).

(d)    (Recalculation): Party A must recalculate the Collateral Amount
       (including the CCR and the mark-to-market value) on each Valuation Date.
       If:

       (i)         the Value on such Valuation Date of all Posted Credit Support
                   held by the Secured Party is less than the recalculated
                   Collateral Amount, the difference is the Delivery Amount in
                   relation to that Valuation Date; or

       (ii)        the Value on such Valuation Date of all Posted Credit Support
                   held by the Secured Party is greater than the recalculated
                   Collateral Amount, the difference is the Return Amount in
                   relation to that Valuation Date.

(e)    (Definitions): For the purposes of this Part 5(22) "Delivery Amount",
       "Posted Credit Support", "Return Amount", "Secured Party", "Value" and
       "Valuation Date" have the same meaning as in the Credit Support Annex.

                                                                              21

<PAGE>

(23)        Transfer: Notwithstanding the provisions of Section 7, [        ] as
            Party A may transfer all its rights powers and privileges and all
            its unperformed and future obligations under this Agreement and each
            Transaction to any of its Affiliates ("Transferee") by delivering to
            the Standby Swap Provider, Party B and the Manager a notice
            expressed to be given under this provision signed by both [        ]
            as Party A and the Transferee. Upon delivery of those documents to
            Party B:

            (a)         (Party A's rights terminate): [               ]'s rights
                        powers privileges and obligations as Party A under this
                        Agreement and each Transaction terminate;

            (b)         (Transfer and Assumption): [         ] will be taken to
                        have transferred its rights powers and privileges under
                        this Agreement and each Transaction to the Transferee
                        and the Transferee will be taken to have assumed
                        obligations equivalent to those Party A had under this
                        Agreement and each Transaction;

            (c)         (Release): Party B will be taken to have released
                        [           ] as Party A from all its unperformed and
                        future obligations under this Agreement and each
                        Transaction; and

            (d)         (Documents): this Agreement and the Confirmation
                        relating to each Transaction shall be construed as if
                        the Transferee was a party to it in place of [         ]
                        as Party A.

            A Transferee may utilise this provision as Party A. A transfer under
            this Part 5(23) will be of no force or effect until each Rating
            Agency confirms in writing that such transfer will not result in a
            reduction, qualification or withdrawal of the credit ratings then
            assigned by them to the Relevant Notes and until the Standby Swap
            Provider has given its written consent to such a transfer (such
            consent not to be withheld if the Transferee is willing to enter
            into collateral arrangements between the Transferee and the Standby
            Swap Provider on substantially the same terms as have been agreed
            between [         ] and the Standby Swap Provider in the [        ]
            /CBA ISDA Master
            Agreement).

(24)        Standby Swap Provider:

            (a)         (Commitment): Notwithstanding any other provision in
                        this Agreement to the contrary, if [           ] as
                        Party A fails to:

                        (i)         make, when due, any payment required to be
                                    made by it to Party B under a Transaction;
                                    or

                        (ii)        comply with any obligation under Part 5(22)
                                    within the required period,

                        then:

                        (iii)       as soon as practicable following such
                                    failure but, in relation to a failure to pay
                                    under a Transaction, in any event no later
                                    than 11.00 am (New York time) on the due
                                    date for such payment or, in relation to a
                                    failure to comply with an obligation under
                                    Part 5(22), no later than the Business Day
                                    following the due date for compliance with
                                    such obligation, Party B must notify [     ]
                                    as Party A and the Standby Swap Provider in
                                    writing of such failure and:

                                    (A)    the amount of the defaulted payment
                                           and the basis of calculation of the
                                           defaulted payment; or

                                    (B)    details of the failure to comply with
                                           the obligation under Part 5(22),

                                                                              22

<PAGE>

                                    as the case may be; and

                        (iv)        as soon as reasonably practicable after its
                                    receipt of such notice (and in any event, in
                                    relation to a failure to pay under a
                                    Transaction, no later than 1.30 pm (New York
                                    time) on the due date for such payment, and,
                                    in relation to a failure to comply with an
                                    obligation under Part 5(22), no later than 3
                                    Business Days after the failure to comply
                                    with such obligation, provided, in each
                                    case, that notice has been given by Party B
                                    by the required times in accordance with
                                    Part 5(24)(a)(iii)) the Standby Swap
                                    Provider must:

                                    (A)         in relation to a failure to pay
                                                under a Transaction, pay to
                                                Party B the amount then owing by
                                                [        ] as Party A to Party B
                                                under that Transaction by
                                                depositing such amount into the
                                                Collections Account in cleared
                                                funds; and

                                    (B)         in relation to a failure to
                                                comply with an obligation under
                                                Part 5(22), satisfy the
                                                obligations of [         ] as
                                                Party A under Part 5(22); and

                        (v)         Party B acknowledges that a payment made by
                                    the Standby Swap Provider in full compliance
                                    with Part 5(24)(a)(iv)(A) will fully satisfy
                                    and discharge the obligation of Party A to
                                    make that payment.

            (b)         (Reimbursement): If on any day the Standby Swap
                        Provider:

                        (i)         makes a payment pursuant to Part
                                    5(24)(a)(iv)(A), [         ] as Party A must
                                    by 2.00 pm (New York time) on the next
                                    following Business Day (or such other time
                                    as the Standby Swap Provider may agree in
                                    writing) pay to the Standby Swap Provider
                                    an amount equal to that payment by
                                    depositing such amount into the account
                                    which the Standby Swap Provider nominates
                                    for this purpose in cleared funds; or

                        (ii)        satisfies the obligations of [             ]
                                    as Party A pursuant to Part 5(24)(a)(iv)(B),
                                    [                ] as Party A must:

                                    (A)         within 3 Business Days, fulfill
                                                its obligations under Part 5(22)
                                                such that any collateral lodged
                                                by the Standby Swap Provider
                                                pursuant to Part 5(22)(a)(i) or
                                                any other arrangement made by
                                                the Standby Swap Provider
                                                pursuant to Part 5(22)(a)(iii)
                                                is returned to the Standby Swap
                                                Provider or will cease (but
                                                [           ] as Party A will
                                                have no obligations to the
                                                Standby Swap Provider under this
                                                Part 5(24)(b)(ii)(A) in relation
                                                to any novation pursuant to Part
                                                5(22)(a)(ii)); and

                                    (B)         upon demand by the Standby Swap
                                                Provider, indemnify the Standby
                                                Swap Provider from and against
                                                any other cost or liability
                                                incurred by the Standby Swap
                                                Provider in satisfying those
                                                obligations; and

                        (iii)       Each of the Standby Swap Provider and Party
                                    B acknowledge that a payment made by CBA as
                                    Party A in full compliance with Part
                                    5(24)(b)(i) will fully satisfy and discharge
                                    the obligation of Party A to make that
                                    payment.

            (c)         (Novation):  If:

                                                                              23

<PAGE>

                  (i)       [         ] as Party A defaults in its payment
                            obligations under Part 5(24)(b)(i) or (b)(ii)(B) for
                            reasons other than solely a technical, computer or
                            similar error outside the control of Party A and
                            such default is not remedied on or before one
                            Business Day after such failure; or

                  (ii)      [         ] as Party A fails to fulfill its
                            obligations under Part 5(24)(b)(ii)(A), then:

                  (iii)     [         ]'s rights, powers, privileges and
                            obligations as Party A under this Agreement and each
                            Transaction terminate other than its rights, powers,
                            privileges and obligations pursuant to Part 5(24)(d)
                            and Paragraph 13(m)(vii) of the Credit Support
                            Annex;

                  (iv)      subject to Part 5(24)(c)(vi), [         ] will be
                            taken to have transferred its rights powers and
                            privileges as Party A under this Agreement and each
                            Transaction to the Standby Swap Provider and the
                            Standby Swap Provider will be taken to have assumed
                            obligations equivalent to those that [          ] as
                            Party A had under this Agreement and each
                            Transaction;

                  (v)       Party B and the Standby Swap Provider will be taken
                            to have released [         ] as Party A from all its
                            unperformed and future obligations under this
                            Agreement and each Transaction other than its
                            present and future obligations pursuant to Part
                            5(24)(d);

                  (vi)      this Agreement and the Confirmation relating to each
                            Transaction shall be construed as if the Standby
                            Swap Provider was a party to it in place of Party A
                            except that:

                            (A)   references to "[           ] as Party A" will
                                  not apply to the Standby Swap Provider as
                                  Party A;

                            (B)   references to any jointly supported credit
                                  rating of Party A and the Standby Swap
                                  Provider will be deemed to be references to
                                  the relevant credit rating of the Standby Swap
                                  Provider;

                            (C)   without limiting Part 5(24)(c)(vi)(A), this
                                  Part 5(24) and Paragraph 13(m)(vii) of the
                                  Credit Support Annex will not apply to the
                                  Standby Swap Provider as Party A;

                            (D)   the Standby Swap Provider must (if it has not
                                  already done so) satisfy the obligations of
                                  Party A under Part 5(22)(a) within 10 Business
                                  Days of the Novation Date on the basis that
                                  any collateral lodged by [           ] as
                                  Party A or any other arrangements made by
                                  [          ] as Party A pursuant to Part 5(22)
                                  (a)(iii) will be returned to [           ] as
                                  Party A or will cease (but such collateral
                                  will only be returned and such arrangements
                                  will only cease upon compliance by the Standby
                                  Swap Provider with its obligations under this
                                  Part 5(24)(c)(vi)(D) and otherwise, where
                                  applicable, in accordance with Paragraph
                                  13(m)(vii) of the Credit Support Annex or the
                                  terms of such arrangements).

          (d)     (Termination Payment): Following novation under Part 5(24)(c)
                  [       ] as Party A must pay the Standby Swap Provider or the
                  Standby Swap Provider must pay [       ] as Party A an amount
                  (the "Novation Settlement Amount") being:

                                                                              24

<PAGE>

               (i)   in the case of payment by [     ] as Party A to the Standby
                     Swap Provider, an amount equal to the amount (if any) that
                     would be payable by Party A to Party B; and


               (ii)  in the case of payment by the Standby Swap Provider to [  ]
                     as Party A, an amount equal to the amount (if any) that
                     would be payable by Party B to Party A,

               if each Transaction had been terminated, calculated and payable
               in accordance with Sections 6(d) and (e) on the basis that:


               (i)   the Novation Date is the Early Termination Date and the
                     Novation Settlement Amount is due and payable on the day
                     that notice of the amount payable is effective;


               (ii)  the Early Termination Date has resulted from an Event of
                     Default in respect of which Party A is the Defaulting
                     Party;

               (iii) all calculations and determinations which would have been
                     done by Party B are done by the Standby Swap Provider and
                     all calculations and determinations that would have been
                     done by Party A are done by [      ];

               (iv)  a reference to Unpaid Amounts owing to Party B is a
                     reference to such amounts payable by Party A to the Standby
                     Swap Provider pursuant to Part 5(24)(b) and (e) and there
                     are no Unpaid Amounts owing to Party A;

               (v)   without limiting the foregoing, for the purposes of the
                     definition of "Market Quotation" in Section 14 each
                     Reference Market-maker would be required, upon entering
                     into a of Party A under Part 5(22)(a) and to comply with
                     Section 2(d) as amended by Part (5)(1)(e); and

               (vi)  the Termination Currency is U.S. Dollars.

          (e)  (Default Interest): If [   ] as Party A defaults in the
               performance of any payment obligations under Part 5(24)(b) or
               Part 5(24)(d), it must pay interest (before as well as after
               judgment) on the overdue amount to the Standby Swap Provider on
               demand in the same currency as such overdue amount, for the
               period from (and including) the original due date for payment to
               (but excluding) the date of actual payment, at the Default Rate.
               Such interest will be calculated on the basis of daily
               compounding and the actual number of days elapsed.

          (f)  (Irrevocable Notice): If the Standby Swap Provider satisfies the
               obligations of [       ] as Party A under Part 5(24)(a)(iv)(B) by
               lodging collateral on behalf of [      ] as Party A pursuant to
               Part 5(22)(a), [      ] as Party A must promptly provide an
               irrevocable notice to Party B (copied to the Standby Swap
               Provider) directing Party B that any such collateral, and any
               Distribution or Interest Amount (as those terms are defined in
               the Credit Support Annex) with respect to such collateral, is to
               be returned or paid to the Standby Swap Provider and not to [
                   ] as Party A.

     (25) Inconvertibility: If prior to the Novation Date an Inconvertibility
          Event occurs the Standby Swap Provider's rights, powers, privileges
          and obligations under this Agreement and each Transaction will
          terminate upon the Standby Swap Provider delivering a notice expressed
          to be given under this provision to Party A, Party B and the Manager
          and Party B will be taken to have released the Standby Swap Provider
          from all its unperformed and future obligations under this Agreement
          and each Transaction. Following the delivery of such a notice in

                                                                              25

<PAGE>

     accordance with this Part 5(25), references to any jointly supported credit
     rating of Party A and the Standby Swap Provider will be deemed to
     references to the relevant credit rating of Party A.

                                                                             26

<PAGE>

Annexure 1

                   FORM OF CONFIRMATION [NAME OF SERIES TRUST]

                             [Letterhead of Party A]

[DATE]

To:     Perpetual Trustee Company Limited       Securitisation Advisory Services
        as trustee of the Series Trust          Pty. Limited
        Level 3                                 Level 8
        39 Hunter Street                        48 Martin Place
        Sydney  NSW  2000                       Sydney  NSW  2000
        AUSTRALIA                               AUSTRALIA

        Attention:  Manager, Securitisation     Attention: Manager,
                    Services                               Securitisation


        Commonwealth Bank of Australia
        Level 8
        48 Martin Place
        Sydney  NSW  2000
        AUSTRALIA

        Attention:  Manager, Securitisation

CONFIRMATION - SERIES [           ] MEDALLION TRUST

The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the terms specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below. This Confirmation is entered into by Perpetual
Trustee Company Limited, ABN 42 000 001 007 as trustee of the Series [        ]
Medallion Trust (the "Series Trust").

This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [          ], as amended, novated or supplemented
from time to time (the "Agreement"), between [          ]("Party A"), Perpetual
Trustee Company Limited, ABN 42 000 001 007 as trustee of, inter alia, the
Series Trust ("Party B"), Securitisation Advisory Services Pty. Limited, ABN 88
064 133 946 (the "Manager") and Commonwealth Bank of Australia, ABN 48 123 123
124 (the "Standby Swap Provider"). All provisions contained in the Agreement
govern this Confirmation except as expressly modified below.

This Confirmation incorporates the attached Definitions Schedule which forms
part of, and is subject to, this Confirmation.

The terms of the particular Transaction to which this Confirmation relates are
specified below:

1.   Our Reference:                [             ]

2.   Trade Date:                   [             ]

3.   Effective Date:               Issue Date in respect of the Relevant Notes

4.   Termination Date:             The earlier of:

                                   (a)   the date that the Relevant Notes have
                                         been redeemed in full in accordance
                                         with the Note Conditions; and


                                                                            27

<PAGE>


<TABLE>
<S>                                                      <C>
                                                         (b)      the Scheduled Maturity Date.
5.     Floating Amounts

5.1    Floating Amounts Payable by Party A
       (subject to Paragraph 9 of this
       Confirmation):

       Floating Rate Payer:                              Party A

       Calculation Amount:                               For each Floating Rate Payer Payment Date, one half of the aggregate
                                                         Invested Amount of the Relevant Notes as at the first day of the
                                                         Calculation Period ending on but excluding that Floating Rate Payer Payment
                                                         Date

       Floating Rate Payer Payment Dates:                Each Quarterly Distribution Date during the period commencing on and
                                                         including [          ] and ending on and including the Termination Date,
                                                         subject to adjustment in accordance with the Following Business Day
                                                         Convention

       Floating Rate Option:                             USD-LIBOR-BBA (except that references to "London Banking Days" in section
                                                         7.1(ag)(ii) and (iv) of the 1998 Supplement to the 1991 ISDA Definitions
                                                         will be replaced with references to "Banking Days" as that expression is
                                                         defined in the Note Conditions)

       Designated Maturity:                              Three months (except that Linear Interpolation using three and four months
                                                         will apply in respect of the first Calculation Period)

       Spread:                                           In respect of:

                                                         (a)       Floating Rate Payer Payment Dates on or prior to [      ]
                                                                   (or if that day is not a Business Day, the next following
                                                                   Business Day), [        ]; and

                                                         (b)       Floating Rate Payer Payment Dates after [        ] (or if that
                                                                   day is not a Business Day, the next following Business Day),
                                                                   [        ].

       Floating Rate Day Count Fraction:                 Actual/360

       Reset Dates:                                      The first day of each Calculation Period

       Compounding:                                      Inapplicable

       Class A-1 Unpaid Coupon Amount:                   On each Floating Rate Payer Payment Date, Party A will pay to Party B an
                                                         amount calculated as follows:

                                                         $USUC = $AUC x LIBOR x $US Exchange Rate
                                                                        -----
                                                                        BBSW

                                                         where:

                                                         $US UC =        the amount to be paid by Party A;

                                                         $AUC =          the A$ Class A-1 Unpaid Interest Payment in relation to the
                                                                         Quarterly
</TABLE>

                                                                            28

<PAGE>

                                                             Distribution Date
                                                             which is the same
                                                             day as that
                                                             Floating Rate Payer
                                                             Payment Date;

                                                     LIBOR = the Floating Rate
                                                             Option under this
                                                             paragraph 5.1 in
                                                             respect of the
                                                             Reset Date which is
                                                             the same day as
                                                             that Floating
                                                             Rate Payer Payment
                                                             Date;

                                                     BBSW =  the Floating Rate
                                                             Option under
                                                             paragraph 5.2 in
                                                             respect of the
                                                             Reset Date which is
                                                             the same day as
                                                             that Floating Rate
                                                             Payer Payment Date.

      5.2    Floating Amounts Payable by Party
             B (subject to paragraph 9 of this
             Confirmation):

             Floating Rate Payer:                    Party B

             Calculation Amount:                     For each Floating Rate
                                                     Payer Payment Date, the A$
                                                     Equivalent of one half of
                                                     the aggregate Invested
                                                     Amount of the Relevant
                                                     Notes as at the first day
                                                     of the Calculation Period
                                                     ending on but excluding
                                                     that Floating Rate Payer
                                                     Payment Date

             Floating Rate Payer Payment Dates:      Each Quarterly Distribution
                                                     Date during the period
                                                     commencing on and including
                                                     the Effective Date and
                                                     ending on and including the
                                                     Termination Date, subject
                                                     to adjustment in accordance
                                                     with the Following Business
                                                     Day Convention

             Floating Rate Option:                   AUD-BBR-BBSW

             Designated Maturity:                    three months (except that
                                                     Linear Interpolation using
                                                     three and four months will
                                                     apply in respect of the
                                                     first Calculation Period)

             Spread:                                 In respect of:

                                                     (a)     Floating Rate Payer
                                                             Payment Dates on or
                                                             prior to [        ]
                                                             (or if that day is
                                                             not a Business Day,
                                                             the next following
                                                             Business Day),
                                                             [        ]; and

                                                     (b)     Floating Rate Payer
                                                             Payment Dates after
                                                             [            ] (or
                                                             if that day is not
                                                             a Business Day, the
                                                             next following
                                                             Business Day),
                                                             [         ].

             Floating Rate Day Count Fraction:       Actual/365 (Fixed)

             Reset Dates:                            The first day of each
                                                     Calculation Period

             Compounding:                            Inapplicable

             A$ Class A-1 Unpaid Interest
             Amount:                                 On each Floating Rate Payer
                                                     Payment Date Party B will
                                                     pay to Party A the A$ Class
                                                     A-1 Unpaid Interest Payment
                                                     in relation to the
                                                     Quarterly Distribution Date
                                                     which is the same day as
                                                     that Floating Rate Payer

                                                                              29

<PAGE>


                                          Payment Date.
6.     Exchanges

6.1    Initial Exchange:

       Initial Exchange Date:             Issue Date

       Party A Initial Exchange Amount:   The A$ Equivalent of the Party B
                                          Initial Exchange Amount, being A$[   ]

       Party B Initial Exchange Amount:   One half of the Initial Invested
                                          Amount of the Relevant Notes on the
                                          Issue Date, being US$[     ]

                                          Notwithstanding Section 2(a)(ii) of
                                          the Agreement, Party A must pay the
                                          Party A Initial Exchange Amount to
                                          Party B by 4.00pm (Sydney time) on the
                                          Initial Exchange Date and Party B must
                                          pay Party A the Party B Initial
                                          Exchange Amount by 4.00pm (New York
                                          time) on the Initial Exchange Date.

6.2    Instalment Exchange:

       Instalment Exchange Date:          Each Distribution Date (other than the
                                          Final Exchange Date)

       Party A Instalment Exchange        In respect of an Instalment Exchange
       Amount:                            Date means the US$ Equivalent of one
                                          half of the A$ Class A-1 Principal
                                          Amount in relation to the Quarterly
                                          Distribution Date occurring on that
                                          Instalment Exchange Date

       Party B Instalment Exchange        In respect of an Instalment Exchange
       Amount:                            Date means one half of the A$ Class
                                          A-1 Principal Amount in relation to
                                          the Quarterly Distribution Date
                                          occurring on that Instalment Exchange
                                          Date 6.3

6.3    Final Exchange:

       Final Exchange Date:               Termination Date

       Party A Final Exchange Amount:     The US$ Equivalent of one half of the
                                          A$ Class A-1 Principal Amount in
                                          relation to the Quarterly Distribution
                                          Date which is the Final Exchange Date

       Party B Final Exchange Amount:     One half of the A$ Class A-1 Principal
                                          Amount in relation to the Quarterly
                                          Distribution Date which is the Final
                                          Exchange Date

7.     Exchange Rates:

       For the purpose of the
       definitions of "A$ Equivalent"
       and "US$ Equivalent":

       US$ Exchange Rate:                 [             ]

       A$ Exchange Rate:                  [             ]

                                                                              30

<PAGE>

8.     Account Details:

8.1    Payments to Party A

       Account for payments in US$:           The account notified in writing by
                                              Part A to Party B in accordance
                                              with Part 5(3)(ii) of the Schedule
                                              to the Agreement

       Account for payments in A$:            The account notified in writing by
                                              Party A to Party B in accordance
                                              with Part 5(3)(i) of the Schedule
                                              to the Agreement

8.2    Payments to Party B

       Account for payments in US$:           The account notified in writing by
                                              the Principal Paying Agent to
                                              Party A in accordance with Part 5
                                              (2)(ii) of the Schedule to the
                                              Agreement

       Account for payments in A$:            The account notified in writing by
                                              Party B to Party A in accordance
                                              with Part 5(2)(i) of the Schedule
                                              to the Agreement

9.     Notifications to Party A               On or before the Determination
                                              Time in respect of each
                                              Distribution Date the Manager
                                              must notify Party A and the
                                              Standby Swap Provider in writing
                                              of:

                                              (a)     the A$ Class A-1 Principal
                                                      Amount which the Manager
                                                      has directed Party B to
                                                      pay to Party A on that
                                                      Quarterly Distribution
                                                      Date pursuant to clause
                                                      10.5(b)(i)A of the Series
                                                      Supplement;

                                              (b)     the A$ Class A-1 Interest
                                                      Payment in relation to
                                                      that Quarterly
                                                      Distribution Date;

                                              (c)     the amounts (if any)
                                                      allocated to the Class A-1
                                                      Notes in respect of any
                                                      Principal Charge-off or
                                                      Principal Charge-off
                                                      Reimbursement on the
                                                      immediately preceding
                                                      Determination Date in
                                                      accordance with Conditions
                                                      7.9 and 7.10 of the Note
                                                      Conditions; and

                                              (d)     the A$ Class A-1 Unpaid
                                                      Interest Payment (if any)
                                                      in relation to that
                                                      Quarterly Distribution
                                                      Date.

10.    Offices:                               The Office of [  ] as Party A for
                                              each Transaction is [   ].

                                              The Office of CBA (on and from the
                                              Novation Date) as Party A is
                                              Sydney.

                                              The Office of Party B for each
                                              Transaction is Sydney.

Please confirm that the above correctly sets out the terms of our agreement in
respect of each Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.

Executed documents will follow by mail.

Yours sincerely

<PAGE>

Confirmed as at the date first written above:

SIGNED for and on behalf of
[         ]ABN [          ]

By:
            (Authorised Officer )

Name:

Title:

<TABLE>
<CAPTION>
<S>                                                    <C>
Confirmed as at the date first written above:          Confirmed as at the date first written above:

SIGNED for and on behalf of                            SIGNED for and on behalf of
PERPETUAL TRUSTEE COMPANY                              SECURITISATION ADVISORY SERVICES PTY.
LIMITED, ABN 42 000 001 007                            LIMITED, ABN 88 064 133 946
as trustee of the Series [       ] Medallion Trust
</TABLE>



By:                                                    By:
         (Authorised Officer)                               (Authorised Officer



Name:                                                  Name:



Title:                                                 Title:



Confirmed as at the date first written above:

SIGNED for and on behalf of
COMMONWEALTH BANK OF AUSTRALIA, ABN 48 123 123 124

By:
            (Authorised Officer)

Name:


Title:
                                                                              32

<PAGE>

                              Definitions Schedule

In this Confirmation and in the Agreement to the extent that it relates to the
Series Trust, unless the context otherwise requires:

"A$ Class A-1 Unpaid Interest Payment" means in relation to a Quarterly
Distribution Date the amount available to be allocated towards payment to Party
A in respect of A$ Class A-1 Unpaid Interest Amounts on that Quarterly
Distribution Date in accordance with clause 10.2B(k)(i) of the Series Supplement
determined on the basis that all amounts allocated towards payment of A$ Class
A-1 Interest Amounts and A$ Class A-1 Unpaid Interest Amounts pursuant to clause
10.2B(k)(i) of the Series Supplement are allocated first towards payment of A$
Class A-1 Interest Amounts and then, once the A$ Class A-1 Interest Amounts are
paid in full, towards payment of A$ Class A-1 Unpaid Interest Amounts.

"Class A-1 Note Trust Deed" means the Class A-1 Note Trust Deed dated on or
about the date of this Confirmation between Party B, the Manager and the
Relevant Note Trustee.

"Determination Time" in relation to a Quarterly Distribution Date means on or
about 11.00am Sydney time 1 Business Day prior to that Quarterly Distribution
Date.

"Quarterly Distribution Date" and " Monthly Distribution Date" each have the
same meaning as in the Series Supplement.

"Note Conditions" means the terms and conditions of the Relevant Notes annexed
to the Relevant Notes.

"Relevant Calculation Amount" means the Calculation Amount referred to in
paragraph 5.1 of this Confirmation.

"Relevant Noteholders" means the Class A-1 Noteholders as that term is defined
in the Class A-1 Note Trust Deed.

"Relevant Notes" means the Class A-1 Notes issued by the Trustee under the Class
A-1 Note Trust Deed.

"Relevant Note Trustee" means The Bank of New York, New York Branch or, if the
Bank of New York is removed or retires as the trustee for the Class A-1
Noteholders, any person appointed from time to time in its place in accordance
with the Class A-1 Note Trust Deed.

"Scheduled Maturity Date" has the same meaning as in the Series Supplement.

"Security Trust Deed" means the Security Trust Deed dated on or about the date
of this Confirmation between Party B, the Manager, the Relevant Note Trustee and
P.T. Limited, ABN 67 004 454 666.

"Series Supplement" means the Series Supplement dated on or about the date of
this Confirmation between CBA, Party B and the Manager.

Terms defined in the Note Conditions have the same meaning in this Confirmation
unless otherwise defined in this Confirmation.

                                                                              33

<PAGE>

                   ANNEXURE-NEW YORK LAW CREDIT SUPPORT ANNEX

Paragraph 13 to New York Law Credit Support Annex

(13)    Elections and Variables

       (a)   Security Interest for "Obligations"

             The term "Obligations" as used in this Annex includes the
             additional obligations referred to in Paragraph 13(m)(vii)(B).

             "Base Currency" means US$.

             "Eligible Currency" means the Base Currency and any other currency
             agreed from time to time between Party A, Party B, the Standby Swap
             Provider and each Rating Agency.

       (b)   Credit Support Obligations

             (i)     Delivery Amount and Return Amount

                     "Delivery Amount" for a Valuation Date means the amount of
                     collateral calculated in accordance with Part 5(22)(d)(i)
                     for that Valuation Date.

                     "Return Amount" for a Valuation Date means the amount of
                     collateral calculated in accordance with Part 5(22)(d)(ii)
                     for that Valuation Date.

             (ii)    Eligible Collateral. The following items will qualify
                     as "Eligible Collateral" for Party A provided that the
                     items specified in paragraphs (E), (F), (G) and (H) will
                     only qualify as "Eligible Collateral" of Party A upon
                     receipt by Party B and the Standby Swap Provider of an
                     opinion as to the perfection of the Secured Party's
                     security interest in such items in form and substance (and
                     issued by legal counsel) satisfactory to Party B and the
                     Standby Swap Provider:

<TABLE>
<CAPTION>
                                                                                        Valuation
                                                                                       Percentage
                     <S>    <C>                                                        <C>

                     (A)    negotiable debt obligations issued by the U.S. Treasury        98%
                            Department having a remaining maturity of not more than
                            one year

                     (B)    negotiable debt obligations issued by the U.S. Treasury        95%
                            Department having a remaining maturity of more than one
                            year but not more than five years

                     (C)    negotiable debt obligations issued by the U.S. Treasury        93%
                            Department having a remaining maturity of more than
                            five years but not more than ten years

                     (D)    negotiable debt obligations issued by the U.S. Treasury        90%
                            Department having a remaining maturity of more than ten
                            years

                     (E)    Agency Securities having a remaining maturity of not           97%
                            more than one year
</TABLE>

                                                                              34

<PAGE>

             (F) Agency Securities having a remaining maturity of more       94%
                 than one year but not more than five years

             (G) Agency Securities having a remaining maturity of more       92%
                 than five years but not more than ten years

             (H) Agency Securities having a remaining maturity of more       89%
                 than ten years.

             (I) cash in an Eligible Currency.                              100%

             (J) other Eligible Credit Support and Valuation Percentage
                 agreed by the parties and acceptable to each Rating
                 Agency


             Notwithstanding the foregoing to the contrary, the Valuation
             Percentage with respect to all Eligible Credit Support shall be
             deemed to be 100% with respect to a Valuation Date which is an
             Early Termination Date.

             "Agency Securities" means negotiable debt obligations which are
             fully guaranteed as to both principal and interest by the Federal
             National Mortgage Association, the Government National Mortgage
             Corporation or the Federal Home Loan Mortgage Corporation and which
             have been assigned a short term credit rating of A-1+ by S&P, but
             exclude: (i) interest only and principal only securities; and (ii)
             collateralized mortgage obligations, real estate mortgage
             investment conduits and similar derivative securities.

       (iii) Other Eligible Support Not applicable.

       (iv)  Thresholds

             (A) "Minimum Transfer Amount" means with respect to both Party A
                 and Party B: US$100,000.

             (B) Rounding. The Delivery Amount and the Return Amount will be
                 rounded to the nearest integral multiple of US$10,000.

(c)    Valuation and Timing

       (i)   "Valuation Agent" means Party A.

       (ii)  "Valuation Date" means the last Business Day of each week and, at
             the option of either Party A or the Standby Swap Provider, any
             Business Day between Valuation Dates.

       (iii) "Valuation Time" means the close of business on the Business Day
             before the Valuation Date; provided that the calculations of Value
             and Exposure will be made as of approximately the same time on the
             same date.

       (iv)  "Notification Time" means 11:00 am New York time on the second
             Business Day after the Valuation Date.

(d)    Conditions Precedent and Secured Party's Rights and Remedies

       There are no "Specified Conditions" applicable to Party A. The
       following is a Specified Condition with respect to Party B:

                                                                              35

<PAGE>

       "If an Early Termination Date has been designated in respect of each
       Transaction provided that if an amount is due by Party A to Party B in
       respect of that Early Termination Date pursuant to Section 6, that amount
       has been paid in full."

 (e)   Substitution

       (i)   "Substitution Date" has the meaning specified in paragraph
             4(d)(ii).

       (ii)  Consent. The Pledgor must obtain the Secured Party's consent for
             any substitution pursuant to paragraph 4(d). However such consent
             is not to be unreasonably withheld and the parties agree that not
             wanting to accept a particular type of Substitute Credit Support is
             not in itself a reasonable basis for withholding consent if the
             Substitute Credit Support is Eligible Collateral. The consent may
             be provided in a manner described in Section 12 or otherwise,
             including orally.

 (f)   Dispute Resolution

       (i)   "Resolution Time"" means 11:00 am New York time.

       (ii)  "Value".  Not applicable.

       (iii) "Alternative".  The provisions of Paragraph 5 will apply.

 (g)   Holding and Using Posted Collateral

       (i)   Eligibility to Hold Posted Collateral; Custodians.

             Party A: Not Applicable.

             Party B is not entitled to hold Posted Collateral. It must appoint
             a Custodian to hold Posted Collateral on its behalf pursuant to
             paragraph 6(b). Party B may only appoint a Custodian to hold Posted
             Collateral on its behalf if the following conditions are satisfied:

             (A) Party B is not a Defaulting Party;

             (B) Party B's Custodian will always be the Principal Paying Agent,
                 unless that party is Party A; and

             (C) if the Principal Paying Agent is Party A, then Party B must
                 appoint a Custodian which is a Bank (as defined in the Federal
                 Deposit Insurance Act, as amended) outside Australia, whose
                 rating (with respect to its long term unsecured, unsubordinated
                 indebtedness) is at all times at least Aa2 by Moody's and its
                 short term debt rating is A-1+/F-1+ (S&P/Fitch), and Party B
                 must notify Party A in writing of this appointment and of the
                 relevant account for Paragraph 13(l).

             (D) Posted Collateral may only be held in one or more accounts in
                 the name of Party B in the United States and any account
                 established by Party B's Custodian to hold Posted Collateral
                 shall be established and maintained for the sole purpose of
                 receiving deliveries of and holding Posted Collateral.

       (ii)  Use of Posted Collateral. The provisions of paragraph 6(c) will not
             apply to Party B and its Custodian. Party B's Custodian will permit
             Party B to secure Party B's obligations under the Relevant Notes by

                                                                              36

<PAGE>

                        granting to the Security Trustee the charge under the
                        Security Trust Deed over Party B's rights in relation to
                        the Posted Collateral, but subject to Paragraph
                        13(m)(vi) of this Annex.

            (h)   Distributions and Interest Amount

                  (i)   Interest Rate. The "Interest Rate", in respect of Posted
                        Collateral which is denominated in US$, for any day
                        means the Federal Funds Overnight Rate. For the purposes
                        hereof, "Federal Funds Overnight Rate" means, for any
                        day, an interest rate per annum equal to the rate
                        published as the Federal Funds Effective Rate that
                        appears on Telerate Page 118 for such day. The "Interest
                        Rate" in respect of Posted Collateral denominated in any
                        other Eligible Currency means the rate as agreed between
                        the parties.

                  (ii)  Transfer of Interest Amount. The Transfer of Interest
                        Amount will be made monthly on the second Business Day
                        of each calendar month.

                  (iii) Alternative to Interest Amount. The provisions of
                        Paragraph 6(d)(ii) will apply.

            (i)   Additional Representation(s)

                        None.

            (j)   Other Eligible Support and Other Posted Support

                  "Value" and "Transfer" with respect to Other Eligible Support
                  and Other Posted Support means: not applicable.

            (k)   Demands and Notices

                  All demands, specifications and notices under this Annex will
                  be made pursuant to the Section 12 of this Agreement;
                  provided, that any such demand, specification or notice may be
                  made by telephone ("Telephone Notice") between duly authorised
                  employees of each party if such Telephone Notice is confirmed
                  by a subsequent written instruction (which may be delivered
                  via facsimile) by the close of business of the same day that
                  such Telephone Notice is given.

            (l)   Addresses for Transfers

                  Party A: Party A to specify account for returns of collateral.

                  Party B: Party B must notify Party A of its Custodian's
                  account.

            (m)   Other Provisions

                  (i)   Paragraph 4(b) of the Annex is replaced by the
                        following:

                        "(b)     Transfer Timing. Subject to Paragraph 4(a) and
                                 5 and unless otherwise specified, if a demand
                                 for the Transfer of Eligible Credit Support or
                                 Posted Credit Support is made by the
                                 Notification Time, then the relevant Transfer
                                 will be made within three Business Days of
                                 receipt of the demand; if a demand is made
                                 after the Notification Time, then the relevant
                                 Transfer will be made within four Business Days
                                 of receipt of the demand."

                                                                              37

<PAGE>

                  (ii)  Event of Default

                        Joint Ratings below specified levels

                        Paragraph 7(i) of the Annex is amended, on line 3, by
                        replacing "two Business Days" with "three Business
                        Days".

                  (iii) Party B's expenses

                        Subject to Section 15 of the Agreement, Party B agrees
                        to pay Party A's costs and expenses in relation to or
                        caused by any breach by Party B of its obligations under
                        this Annex. Party A acknowledges and agrees that its
                        obligations under this Annex will not be affected by a
                        failure by Party B to comply with its obligations under
                        this paragraph (m)(iii).

                  (iv)  Governing Law notwithstanding

                        Notwithstanding that the Agreement is expressed to be
                        governed by the laws of New South Wales, this Annex (but
                        not any other provisions of the Agreement) shall be
                        governed by and construed in accordance with the laws of
                        [the state of New York without giving effect to choice
                        of law doctrine and parties hereto agree that
                        proceedings relating to any dispute arising out of or in
                        connection with this Annex shall be subject to the
                        non-exclusive jurisdiction of the federal or state
                        courts of competent jurisdiction in the Borough of
                        Manhattan in New York City, State of New York].

                  (v)   No trial by jury

                        Each party waives, to the fullest extent permitted by
                        applicable law, any right it may have to a trial by jury
                        in respect of any suit, action or proceeding relating to
                        this Annex.

                  (vi)  No pooling of Collateral with other Security Trust
                        security

                        Notwithstanding any provision in the Master Trust Deed,
                        Series Supplement or Security Trust Deed, but without
                        prejudice to Party B's rights under Paragraph 8(a) of
                        this Annex, no party shall be entitled to deal with the
                        Posted Collateral in any manner inconsistent with the
                        rights of the Pledgor under Paragraphs 3(d), 4(b) or
                        8(b)(iii) of this Annex, and each party covenants to the
                        other that it shall not permit any other person to gain
                        any rights in relation to the Posted Collateral that are
                        inconsistent with the rights of the Pledgor.

                  (vii) Rights in Relation to Swap Provider's Posted Collateral
                        Following Novation

                        (A)   The Secured Party will hold its security interest
                              in, lien on and right of Set- Off against all
                              Posted Collateral Transferred or received by the
                              Secured Party from [     ] as Party A (or from the
                              Standby Swap Provider on behalf of [    ] as Party
                              A but not from the Standby Swap Provider in its
                              capacity as Party A) hereunder on trust for the
                              benefit of:

                              (1) the Series Trust as security for the
                                  Obligations of [     ] as Party A to the
                                  Secured Party as trustee of the Series Trust
                                  (other than pursuant to Paragraph 13(m)(vii)
                                  (B)); and

                                                                              38

<PAGE>

                              (2) the Standby Swap Provider as security for the
                                  Obligations of [   ] as Party A to the Standby
                                  Swap Provider pursuant to Parts 5(24)(d) and
                                  (e) of the Schedule to this Agreement, as that
                                  term is defined in Section 16(f)(iii)(A), and
                                  all [    ]'s present and future obligations to
                                  the Standby Swap Provider under Paragraph
                                  13(m)(v) of the credit support annex to the [
                                  ]/CBA ISDA Master Agreement,

                              in accordance with the provisions of this
                              Paragraph 13(m)(vii), and Paragraph 2 is varied
                              accordingly.

                        (B)   [      ] as Party A covenants in favour of the
                              Secured Party that it will duly and punctually pay
                              to the Secured Party:

                              (1) all its Obligations to the Standby Swap
                                  Provider pursuant to Parts 5(24)(d) and (e) of
                                  the Schedule to this Agreement, as that term
                                  is defined in Section 16(f)(iii)(A); and

                              (2) all its present and future obligations to the
                                  Standby Swap Provider under Paragraph 13(m)(v)
                                  of the credit support annex to the [     ]/CBA
                                  ISDA Master Agreement,

                              as and when the same fall due for payment.
                              Notwithstanding the foregoing, every payment by
                              [     ] as Party A, or the Secured Party in
                              accordance with Paragraph 13(m)(vii)(C)(2)(b), to
                              the Standby Swap Provider will operate as a
                              payment by [      ] as Party A to the Secured
                              Party in satisfaction of [      ]'s obligations as
                              Party A pursuant to this Paragraph 13(m) (vii)(B).
                              The Secured Party will hold the benefit of its
                              rights under this Paragraph 13 (m)(vii)(B) on
                              trust for the Standby Swap Provider in accordance
                              with the provisions of this Paragraph 13(m)(vii).

                        (C)   The Secured Party must deal with all Posted
                              Collateral Transferred or received by the Secured
                              Party from [     ] as Party A (or from the Standby
                              Swap Provider on behalf of [     ] as Party A but
                              not from the Standby Swap Provider in its capacity
                              as Party A) hereunder:

                              (1) prior to the Novation Date, in accordance with
                                  the provisions of this Agreement other than
                                  this Paragraph 13(m)(vii);

                              (2) on or after the Novation Date:


                                  (a)  until the date upon which the Standby
                                       Swap Provider has initially fulfilled its
                                       obligations as Party A pursuant to Part
                                       5(22)(a) of the Schedule to this
                                       Agreement, such Posted Collateral must be
                                       held by the Secured Party and not
                                       Transferred or otherwise applied;

                                  (b)  on or after the date upon which the

                                                                              39

<PAGE>

                                  Standby Swap Provider has initially fulfilled
                                  its obligations as Party A pursuant to Part
                                  5(22)(a) of the Schedule to this Agreement and
                                  until [      ] as Party A has paid in full all
                                  of its Obligations to the Standby Swap
                                  Provider pursuant to Parts 5(24)(d) and (e) of
                                  the Schedule to this Agreement, as that term
                                  is defined in Section 16(f)(iii)(A), and all
                                  its present and future obligations to the
                                  Standby Swap Provider under Paragraph 13(m)(v)
                                  of the credit support annex to the [      ]/
                                  CBA ISDA Master Agreement, the Secured Party
                                  must, upon the instructions of the Standby
                                  Swap Provider, exercise the rights and
                                  remedies pursuant to Paragraph 8(a) in respect
                                  of such Posted Collateral, and Party A agrees
                                  that the Secured Party may exercise such
                                  rights and remedies under Paragraph 8(a) to
                                  the same extent and with the same effect as if
                                  an Event of Default or Specified Condition had
                                  occurred with respect to Party A, and apply
                                  the proceeds of the exercise of such rights
                                  and remedies in satisfaction of [     ]'s
                                  Obligations as Party A to the Standby Swap
                                  Provider pursuant to Parts 5(24)(d) and (e) of
                                  the Schedule to this Agreement, as that term
                                  is defined in Section 16(f)(iii)(A), as and
                                  when these are due and payable and [     ]'s
                                  present and future obligations to the Standby
                                  Swap Provider under Paragraph 13(m)(v) of the
                                  credit support annex to the [      ]/CBA ISDA
                                  Master Agreement as and when these are due and
                                  payable (and to the Secured Party pursuant to
                                  Paragraph 13(m)(vii)(B)) until all such
                                  Obligations have been paid in full; and

                           (c)    on or after the date upon which the Standby
                                  Swap Provider has initially fulfilled its
                                  obligations as Party A pursuant to Part
                                  5(22)(a) of the Schedule to this Agreement and
                                  [      ] as Party A has paid in full all its
                                  Obligations to the Standby Swap Provider
                                  pursuant to Parts 5(24)(d) and (e) of the
                                  Schedule to this Agreement, as that term is
                                  defined in Section 16(f)(iii)(A), and no
                                  amounts are or thereafter may become payable
                                  in respect to such Obligations and has paid in
                                  full all its present and future

                                                                              40

<PAGE>

                                          obligations to the Standby Swap
                                          Provider under Paragraph 13(m)(v) of
                                          the credit support annex to the [
                                          ]/CBA ISDA Master Agreement (including
                                          by virtue of Paragraph
                                          13(m)(vii)(C)(2)(b)) and no amounts
                                          are or thereafter may become payable
                                          with respect to such obligations, the
                                          Secured Party must Transfer to [     ]
                                          as Party A all such Posted Collateral
                                          and the Interest Amount in relation to
                                          such Posted Collateral, if any.

                        (D)   The Standby Swap Provider indemnifies the Secured
                              Party from and against any cost or liability
                              incurred by the Secured Party in complying with
                              the instructions of the Standby Swap Provider
                              pursuant to Paragraph 13(m)(vii)(C)(2)(b). The
                              Standby Swap Provider acknowledges and agrees that
                              the Secured Party may not, and is not required, to
                              take any action to exercise its rights and
                              remedies in relation to the Posted Collateral in
                              respect of the Obligations of [    ] as Party A to
                              the Standby Swap Provider except upon the
                              directions of the Standby Swap Provider and in
                              accordance with this Paragraph 13(m)(vii).

                        (E)   Following the Novation Date, the Secured Party
                              must ensure that any Posted Collateral Transferred
                              or received by the Secured Party from [      ] as
                              Party A is held by the Custodian separately from,
                              and is not co-mingled with, Posted Collateral
                              Transferred or received by the Secured Party from
                              the Standby Swap Provider as Party A.

                        (F)   This paragraph 13(m)(vii) applies notwithstanding
                              any other provision of this Agreement.

               (viii)   Pledgor and Secured Party

                        In this Annex:

                        (a)   "Pledgor" means only Party A; and

                        (b)   "Secured Party" means only Party B.

               (ix)      Non-Australian Assets

                        CBA must only Transfer Posted Collateral to the Secured
                        Party from its assets held outside Australia.

               (x)      Dispute Resolution

                        Paragraph 5(i) is amended by:

                        (A)   replacing the word "Exposure" with the words "the
                              Delivery Amount or the Return Amount, as the case
                              may be" in the first paragraph of Paragraph 5(i);

                        (B)   adding the word "and" at the end of Paragraph 5(i)
                              (A) and deleting Paragraph 5(i)(B).

                                                                              41

<PAGE>

                    (xi)    Specified Condition

                            (A)   In Paragraph 4(a)(ii) the words "or Specified
                                  Condition" are deleted.

                            (B)   In Paragraph 8(b) the words "or Specified
                                  Condition" are deleted and replaced with the
                                  following "with respect to the Secured Party
                                  or a Specified Condition has occurred".

                    (xii)   Return Amounts

                            If under this Agreement, as that term is defined in
                            Section 16(f)(iii)(A), a Novation Date has occurred,
                            each Transfer obligation of the Secured Party under
                            Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the
                            condition precedent that the Standby Swap Provider,
                            in its discretion, has consented to the Transfer
                            unless [       ] as Party A has paid in full all its
                            Obligations to the Standby Swap Provider pursuant to
                            Parts 5(24)(d) and (e) of the Schedule to this
                            Agreement, as that term is defined in Section
                            16(f)(iii)(A), and no amounts are or thereafter may
                            become payable with respect to such Obligations, and
                            has paid in full all its present and future
                            obligations to the Standby Swap Provider under
                            Paragraph 13(m)(v) of the credit support annex to
                            the [      ]/CBA ISDA Master Agreement (including by
                            virtue of Paragraph 13(m)(vii)(C)(2)(b)), and no
                            amounts are or thereafter may become payable with
                            respect to such obligations.

                                                                             42