<PAGE>

                                                                  Exhibit 4.2

                                       VERY FINAL DRAFT : MARKED TO SHOW CHANGES
                                              FROM FINAL DRAFT SERIES SUPPLEMENT
--------------------------------------------------------------------------------



Commonwealth Bank of Australia
(ABN 48 123 123 124)
The Servicer, and a Seller

State Bank of New South Wales Limited
(ABN 32 003 963 228)
A Seller

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

Perpetual Trustee Company Limited
(ABN 42 000 001 007)
Trustee




Series [        ] Medallion Trust
Series Supplement



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


            Sydney o Melbourne o Brisbane o Perth o Canberra o Darwin

      Liability is limited by the Solicitors Scheme under the Professional
                        Standards Act 1994 NSW

<PAGE>

Table of Contents

1.  Definitions and interpretation.............................................1

    1.1       Definitions......................................................1
    1.2       Interpretation..................................................34
    1.3       Master Trust Deed Definitions...................................36
    1.4       Business Day Convention.........................................36
    1.5       Master Trust Deed Inconsistency.................................36
    1.6       Exclusion of Master Trust Deed Definitions and Provisions.......36
    1.7       Support Facilities..............................................38
    1.8       Security Trust Deed.............................................38
    1.9       Nominated Seller and Nominated Servicer.........................39
    1.10      Binding on Securityholders and the Residual Unitholder..........39
    1.11      Relationship between Trustee and Securityholders................39
    1.12      Incorporated Definitions and other Transaction Documents and
              provisions......................................................39
    1.13      Indemnity from Colonial State Bank..............................39

2.  The CBA Trust.............................................................39

    2.1       Constitution of CBA Trust.......................................39
    2.2       Declaration of Trust for the CBA Trust..........................40
    2.3       Name of the CBA Trust...........................................40
    2.4       Entitlement of Sellers to the CBA Trust.........................40
    2.5       Bare Trust......................................................40
    2.6       Duration of the CBA Trust.......................................40
    2.7       Early Termination of the CBA Trust..............................40
    2.8       Dealing with CBA Trust Assets of the Series Trust...............40
    2.9       Proceeds........................................................40
    2.10      CBA Trust Not Part of Assets of the Series Trust................41
    2.11      Shared Securities...............................................41
    2.12      Trustee's Duties................................................41
    2.13      Substitute Trustee..............................................41
    2.14      Transfer of the CBA Trust Assets to Seller on termination of
              CBA Trust.......................................................42
    2.15      Seller Indemnity................................................42
    2.16      Limitation of Liability.........................................42

3.  Unit in the Series Trust..................................................43

    3.1       Beneficial Interest Represented by a Single Unit................43
    3.2       Initial Holder of the Residual Unit.............................43
    3.3       Registration of CBA as Initial Residual Unitholder..............43
    3.4       Form of Unit Certificate........................................43
    3.5       Form of Unit Transfer...........................................43
    3.6       Additional Capital Subscription.................................43
    3.7       No Other Relationship...........................................43

4.  Assignment of Mortgage Loan Rights........................................43

    4.1       Approved Financial Assets of the Series Trust...................43
    4.2       Sale Notice.....................................................43
    4.3       Requirements of Sale Notice.....................................44
    4.4       Mortgage Loan Schedule..........................................44
    4.5       Sale Notice Constitutes an Offer................................44
    4.6       Sale Notice Revocable...........................................45
    4.7       Acceptance of Offer.............................................45
    4.8       Timing of Acceptance............................................45
    4.9       Seller Not Obliged to Make, and Trustee Not Obliged to
              Accept, Offer...................................................45


                                                                               i

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    4.10      Can Only Accept all Mortgage Loan Rights in Loan Pool...........45
    4.11      Effect of Acceptance............................................46
    4.12      Sale in Equity Only.............................................46
    4.13      Sale Not to Amount to Assumption of Obligations.................46
    4.14      Future Advances.................................................46
    4.15      Future Receivables..............................................46
    4.16      Power to Acquire Mortgage Loans in Arrears......................46
    4.17      Trustee Bound by Priority Agreements............................47

5.  The Securities............................................................47

    5.1       Securities divided into Classes.................................47
    5.2       Form, constituent documents and denomination of the Securities..47
    5.3       Trustee must Issue the Notes....................................47
    5.4       Issue of Redraw Bonds...........................................48
    5.5       Initial Invested Amount of the Securities.......................48
    5.6       Interest on the Securities......................................48
    5.7       Redemption of the Securities....................................48
    5.8       Interest on Overdue Interest on the Securities..................49
    5.9       Rounding of Payments on the Securities..........................49
    5.10      Ranking of Securities...........................................49
    5.11      Transfer of Securities..........................................50
    5.12      Accruals for Income and Principal Carryover Amounts.............50

6.  Conditions precedent to acceptance of Sale Notice and issue of Notes......50

    6.1       General Conditions Precedent....................................50
    6.2       Other Conditions Precedent......................................53
    6.3       No Liability for Insufficient Moneys............................53
    6.4       Manager's Certificate...........................................53

7.  Division of Mortgage Loan Rights between the CBA Trust and the Series
    Trust.....................................................................54

    7.1       CBA Trust Assets................................................54
    7.2       Mortgages and First Layer of Collateral Securities..............54
    7.3       Treatment of Shared Securities..................................54
    7.4       Trustee's duties................................................55
    7.5       Upon Repayment of Mortgage Loan Trustee Holds for CBA Trust.....55
    7.6       Application Where 2 Mortgage Loans..............................56
    7.7       Costs...........................................................56
    7.8       Alternative Structure...........................................56

8.  Determinations by the Manager.............................................56

    8.1       Applications and payments on Monthly Distribution Dates and
              Quarterly Distribution Dates....................................56
    8.2       Insufficient principal to meet Seller Advances..................56
    8.3       Income Shortfall................................................57
    8.4       Insufficient principal to meet Seller Advances and Standby
              Redraw Facility Principal.......................................57
    8.5       Netting of Seller Advances and Standby Redraw Facility
              Advances........................................................58
    8.6       Cash Advance Deposit............................................58
    8.7       Break Costs and Break Benefits..................................58
    8.8       Interest Rate Swap Provider Deposit.............................59


                                                                              ii

<PAGE>

9.  Chargeoffs................................................................59

    9.1       Allocation of Principal Chargeoffs..............................59
    9.2       Allocation of Principal Chargeoff Reimbursements................60
    9.3       Loss Recoveries.................................................60

10. Payments on Monthly Distribution Dates and Quarterly Distribution Dates
    by Trustee................................................................60

    10.1      Payment of Accrued Interest Adjustment on first Monthly
              Distribution Date...............................................60
    10.2A     Application of the Available Income Amount on each Monthly
              Distribution Date which is not also a Quarterly Distribution
              Date............................................................61
    10.2B     Application of the Available Income Amount on each Quarterly
              Distribution Date (also being a Monthly Distribution Date)......62
    10.3      Application of the Available Principal Amount on each Monthly
              Distribution Date...............................................64
    10.4      Payment of Interest on the Class A-1 Notes......................64
    10.5      Repayment of Principal on the Securities........................64
    10.6      Repayment of Principal on the Class A Notes.....................65
    10.7      Inability to Comply with Order of Priority......................65
    10.8      No Payment in respect of Obligations ranking Equally or after
              Class A-1 Notes if no payment made to Currency Swap Provider....65
    10.9      Payments in respect of A$ Securities............................66

11. Net Tax Income of the Series Trust........................................66

    11.1      Net Tax Income of the Series Trust absolutely vested in the
              Residual Unitholder.............................................66
    11.2      Excess Distribution.............................................66

12. Early termination of Swaps................................................67

    12.1      Early Termination of a Swap.....................................67
    12.2      Servicer to Adjust Mortgage Interest Saver Accounts and
              Mortgage Rates if Basis Swap Terminated.........................67
    12.3      Determination of Threshold Rate.................................68
    12.4      Trustee to set Mortgage Rate....................................68

13. Representations and warranties regarding Mortgage Loans...................68

    13.1      Seller's Representations and Warranties.........................68
    13.2      Trustee need not Test Warranties................................70

14. Breach of representations and warranties..................................71

    14.1      Manager or Seller Becomes Aware of Incorrect Representations
              or Warranties...................................................71
    14.2      If Trustee Becomes Aware of Incorrect Representations or
              Warranties......................................................71
    14.3      Remedy of Defaults during Prescribed Period.....................71
    14.4      Holding for CBA Trust during Prescribed Period..................71
    14.5      Costs...........................................................72
    14.6      Payment.........................................................72
    14.7      Limitation on Rights of Trustee During Prescribed Period........72
    14.8      Limit of Seller's Liability for Mortgage Loans..................72
    14.9      CBA's Liability for Damages After Prescribed Period.............72
    14.10     Discharge of obligations........................................73
    14.11     Fraud...........................................................73
    14.12     Trustee's Reliance..............................................73

15. Seller's general undertakings.............................................73

    15.1      General Undertakings............................................73

                                                                             iii

<PAGE>

    15.2      Seller not bound by Undertaking.................................74
    15.3      Relevant Seller Downgrade.......................................75
    15.4      Reduction or Increase of Seller Deposit.........................76
    15.5      Interest on Seller Deposit......................................76
    15.6      Seller Upgrade..................................................76
    15.7      Termination of Series Trust or Amendments to Mortgage Loans.....76
    15.8      Withdrawals from the Collections Account........................77
    15.9      Termination of Mortgage Interest Saver Accounts.................77
    15.10     Gross Up for Mortgage Interest Saver Accounts...................77

16. Servicing of Mortgage Loan Rights.........................................77

    16.1      Appointment of Servicer.........................................77
    16.2      Obligation to Act as Servicer until Termination of Appointment..77
    16.3      General Servicing Obligation....................................77
    16.4      Power to Service................................................78
    16.5      Exercise of Discretions.........................................78
    16.6      Servicer's Undertaking Regarding Mortgage Loan Rights...........78
    16.7      Interest Rates on Mortgage Loans................................80
    16.8      Release or Substitution of Security.............................80
    16.9      Variation or Relaxation of Terms of Mortgage Loans..............80
    16.10     Release of Debt.................................................81
    16.11     Waivers, Releases and Compromises...............................81
    16.12     Consent to subsequent Security Interests........................81
    16.13     Consent to Leases etc...........................................81
    16.14     Relief under Binding Provision or on Order of Competent
              Authority.......................................................81
    16.15     Litigation......................................................82
    16.16     Enforcement Action..............................................82
    16.17     Incurring Additional Expenses...................................83
    16.18     Mortgage Insurance and Insurance Policy Claims..................83
    16.19     Insurance Policy Proceeds.......................................83
    16.20     Seller Advances.................................................83
    16.21     Restrictions on Seller Advances.................................84
    16.22     Servicer's Actions Binding on Trustee...........................85
    16.23     Servicer to Pay its Own Expenses................................85
    16.24     Servicer to transmit information to Manager.....................85
    16.25     Proposed amendments to Servicing Guidelines.....................85
    16.26     Further Servicer Undertakings...................................85
    16.27     Servicer holding Assets of the Series Trust.....................88
    16.28     Servicer's Power to Delegate....................................88
    16.29     Servicer May Replace or Suspend Attorneys.......................88
    16.30     Delegation of Servicer's Powers to Related Bodies Corporate.....88
    16.31     Servicer Remains Liable.........................................89

17. Servicer's responsibilities and indemnities...............................89

    17.1      Not Liable Where Action Unlawful................................89
    17.2      Limitation on Servicer's Responsibility.........................89
    17.3      Servicer's Liability............................................89

18. Servicer Default and retirement of Servicer...............................90

    18.1      Servicer Default................................................90
    18.2      Retirement of Servicer..........................................91
    18.3      Notice to Securityholders.......................................91
    18.4      Removal of Servicer.............................................91
    18.5      Retirement of Servicer..........................................91
    18.6      When appointment of Substitute Servicer effective...............92
    18.7      Trustee to Act as Servicer......................................92


                                                                              iv

<PAGE>

    18.8      Trustee May Give Discharges.....................................92
    18.9      Servicer May Accept Payment.....................................92
    18.10     Servicer and Manager to Provide Full Co-operation...............92
    18.11     Indemnity.......................................................92
    18.12     No Liability for Servicer Default...............................93

19. Remuneration of Manager, Trustee, Servicer and Security Trustee...........93

    19.1      Management Fee..................................................93
    19.2      Arranging Fee...................................................93
    19.3      Trustee's Fee...................................................93
    19.4      Servicer's Fee..................................................93
    19.5      Security Trustee's Fees and Expenses............................93
    19.6      Goods and Services Tax..........................................94
    19.7      Adjustments to fees.............................................94

20. Manager Default...........................................................96


21. Representations and warranties............................................97

    21.1      General Representations and Warranties by the Seller and the
              Servicer........................................................97
    21.2      Repetition of Representations and Warranties....................98

22. Collections Account and investment........................................98

    22.1      Collections Account.............................................98
    22.2      Initial Collections Account.....................................98
    22.3      Replacement of Collections Account..............................98
    22.4      Deposits into Collections Account within 5 Business Days........98
    22.5      While Collections Account with Commonwealth Bank................98
    22.6      Withdrawals from Collections Accounts...........................99
    22.7      All Transactions through Collections Account...................100
    22.8      Title to and Control of Collections Account....................100
    22.9      No Deductions by Servicer......................................100
    22.10     Prepayments under Liquidity Facility...........................100
    22.11     Servicer May Retain Income from Collections....................100
    22.12     Bank Account Taxes.............................................100
    22.13     Opening of additional accounts where Collections Account is
              with an Eligible Depository....................................100

23. Clean-up and extinguishment..............................................101

    23.1      Notification of Trigger Event by Manager to Seller.............101
    23.2      Response by CBA................................................101
    23.3      Determination of Clean-Up Settlement Date......................102
    23.4      Clean-Up Settlement Price......................................102
    23.5      Payment of Clean-Up Settlement Price...........................102
    23.6      Effect of Payment of Clean-Up Settlement Price.................103
    23.7      Costs..........................................................103
    23.8      Alternative Structure..........................................103
    23.9      Alternative Funding Arrangements to Permit Redemption..........103

24. Perfection of Title......................................................103

    24.1      Perfection of Title Event......................................103
    24.2      Declaration of Perfection of Title Event.......................104
    24.3      Perfection of Title............................................104
    24.4      Trustee to lodge Caveats.......................................105
    24.5      Trustee to hold Legal Title or lodge Caveats...................105
    24.6      Powers of Attorney.............................................105
    24.7      Other Loans....................................................105


                                                                               v

<PAGE>

    24.8      Indemnity......................................................105

25. Servicer as Custodian of the Mortgage Loan documents.....................105

    25.1      Servicer as Custodian..........................................105
    25.2      Application of the Balance of this Clause......................105
    25.3      Servicer Covenants as Custodian................................106
    25.4      Servicer's  Update of Computer Diskette........................106
    25.5      Servicers' Indemnity in respect of Incorrect Information on
              Computer Diskette..............................................106
    25.6      Document Custody Audit Report..................................106
    25.7      Details of Document Custody Audit Report.......................107
    25.8      Document Custody Audit Report..................................108
    25.9      Timing of Document Custody Audit Reports.......................108
    25.10     Adverse Document Custody Audit Report..........................108
    25.11     Document Transfer Event........................................108
    25.12     Failure to comply with clause 25.11............................109
    25.13     Emergency Document transfer....................................109
    25.14     Exceptions to Transfer.........................................110
    25.15     Indemnity by the Servicer......................................110
    25.16     Trustee to co-operate with Servicer............................110
    25.17     Specific performance...........................................110
    25.18     Trustee's Duty While Holding Mortgage Documents................110
    25.19     Reappointment of Servicer as Custodian.........................111

26. Termination of the Series Trust..........................................111

    26.1      Potential Termination Events...................................111
    26.2      Determination of Termination Payment Date......................111
    26.3      Realisation of Assets..........................................112
    26.4      Conditions of Sale During 180 days.............................112
    26.5      Right of Refusal to Seller.....................................112
    26.6      Sale at Lower Price............................................113
    26.7      Conditions of Sale After 180 days..............................113
    26.8      Further Conditions of Sale After 180 days......................113
    26.9      Procedures Pending Winding-Up..................................114
    26.10     Costs on Winding-up of the Series Trust........................114
    26.11     Calculation of Final Distributions.............................114
    26.12     Final Distributions............................................114
    26.13     Insufficient Funds.............................................115
    26.14     Excess Funds...................................................115
    26.15     Distribution to Residual Unitholder in Specie..................115
    26.16     Terms of In Specie Distributions...............................115

27. General..................................................................115

    27.1      Required Credit Rating.........................................115
    27.2      Distribution of information....................................115
    27.3      Electronic Reporting of Pool Performance Data..................116
    27.4      Claim for Damages..............................................116
    27.5      Allocation of Damages..........................................116
    27.6      Additional Expenses............................................116
    27.7      Form of Transfers and Certificates.............................116
    27.8      Incur Costs Without Approval...................................117
    27.9      Adverse Effect.................................................117
    27.10     Notification to Rating Agencies of Redemption of Securities....117
    27.11     Further Support Facilities.....................................117
    27.12     Supplementary Trustee Powers...................................117
    27.13     Trustee's power to delegate....................................118


                                                                              vi

<PAGE>

28. Limitation of Trustee's duties...........................................118

    28.1      Trustee May Rely...............................................118
    28.2      No Duty to Investigate.........................................119
    28.3      Trustee not Liable.............................................119

29. Trustee's limitation of liability........................................119

    29.1      Limitation on Trustee's liability..............................119
    29.2      Claims against Trustee.........................................119
    29.3      Breach of trust................................................119
    29.4      Acts or Omissions..............................................119
    29.5      No obligation..................................................120
    29.6      CBA Trust......................................................120

30. Consumer Credit Code.....................................................120

    30.1      Breach of Consumer Credit Code.................................120
    30.2      Right of Indemnity - Consumer Credit Code......................120

31. Notices..................................................................121

    31.1      Method of Delivery.............................................121
    31.2      Deemed Receipt.................................................122
    31.3      Notice to Investors............................................122

32. Confidentiality..........................................................122

    32.1      General Restriction............................................122
    32.2      Exceptions.....................................................122

33. Miscellaneous............................................................123

    33.1      Amendments.....................................................123
    33.2      Governing Law..................................................123
    33.3      Jurisdiction...................................................123
    33.4      Notify Rating Agencies.........................................123
    33.5      Severability of Provisions.....................................124
    33.6      Counterparts...................................................124
    33.7      No Revocation of Power of Attorney.............................124
    33.8      Certifications.................................................124
    33.9      Payments.......................................................124
    33.10     Waiver.........................................................124
    33.11     Entire Understanding...........................................124
    33.12     Survival of Indemnities........................................124
    33.13     Successors and Assigns.........................................124
    33.14     Moratorium Legislation.........................................124


                                                                             vii

<PAGE>

Schedule 1 Form of Sale Notice...............................................126

Schedule 2 Forms of Power of Attorney (other than for Queensland and
          Western Australia).................................................128

Schedule 3 Form of Power of Attorney (For Queensland)........................133

Schedule 4 Form of Power of Attorney (for Western Australia).................137

Schedule 5 Eligibility Criteria..............................................141

Schedule 6 Form of Security Certificate A$  Securities.......................142

Schedule 7 Form of Security Transfer.........................................144

Schedule 8A Monthly Certificate [CBA TO PROVIDE MONTHLY CERTIFICATE].........148

Schedule 8B Quarterly Certificate [|CBA TO PROVIDE QUARTERLY CERTIFICATE]....149

Schedule 9 Form of Residual Unit Certificate.................................150

Schedule 10 Stepdown Percentage..............................................152

Schedule 11 Form of Colonial State Bank Power of Attorney....................155


                                                                            viii

<PAGE>

This Series Supplement made at Sydney on [                    ] 2001

Parties     Commonwealth Bank of Australia, (ABN 48 123 123 124), of Level 8, 48
            Martin Place, Sydney (hereinafter included in the expressions the
            "Sellers" and the "Servicer")

            State Bank of New South Wales Limited, (ABN 32 003 963 228) of Level
            6, 48 Martin Place, Sydney Australia (hereinafter included in the
            expression the "Sellers")

            Securitisation Advisory Services Pty. Limited, (ABN 88 064 133 946),
            of Level 8, 48 Martin Place, Sydney, Australia (hereinafter included
            in the expression the "Manager")

            Perpetual Trustee Company Limited, (ABN 42 000 001 007), of Level 3,
            39 Hunter Street, Sydney, Australia (hereinafter included in the
            expression the "Trustee")

Recitals

A.    This Deed relates to the Series [     ] Medallion Trust.

B.    In accordance with the Master Trust Deed, this Deed includes, amongst
      other things, the terms upon which:

      (i)   the Trustee may purchase Mortgage Loans from each of the Sellers,
            namely CBA and Colonial State Bank;

      (ii)  the Trustee may issue Securities to fund such purchase; and

      (iii) the Trustee appoints the Servicer to service such Mortgage Loans (if
            purchased by the Trustee).

C.    This Deed also provides for the establishment of the CBA Trust.

D.    The Trustee has agreed to act as trustee of the CBA Trust on the terms and
      conditions of this Deed and the Master Trust Deed.

The parties agree

--------------------------------------------------------------------------------
1.    Definitions and interpretation

1.1   Definitions

      In this Deed, unless the contrary intention appears:

      "A$" and "Australian dollars" means the lawful currency for the time being
      of the Commonwealth of Australia.

      "A$ Class A-1 Interest Amount" in relation to a Quarterly Distribution
      Date and the quarterly Accrual Period ending on that Quarterly
      Distribution Date means an amount calculated as follows:

                                                      N
                        CA1IA = ACA1IA <-> CA1IR <-> ---
                                                     365

      where:

      CA1IA   =   the A$ Class A-1 Interest Amount for the quarterly Accrual
                  Period;

      ACA1IA  =   the A$ Equivalent of the aggregate Invested Amounts of the
                  Class A-1


                                                                               1

<PAGE>

                  Notes at the close of business on the first day of the
                  quarterly Accrual Period;

      CA1IR   =   the A$ Class A-1 Interest Rate for the quarterly Accrual
                  Period; and

      N       =   the number of days in the quarterly Accrual Period.

      "A$ Class A-1 Interest Payment" in relation to a Quarterly Distribution
      Date and the quarterly Accrual Period ending on that Quarterly
      Distribution Date means the amount paid or available to be paid (as the
      case may be) on that Quarterly Distribution Date pursuant to clause
      10.2B(k)(i) from the Available Income Amount in respect of that Quarterly
      Distribution Date.

      "A$ Class A-1 Interest Rate" in relation to a quarterly Accrual Period
      means the aggregate of:

      (a)   the 3 month Bank Bill Rate for that quarterly Accrual Period; and

      (b)   the A$ Class A-1 Margin.

      "A$ Class A-1 Margin" has the same meaning as the "Spread" specified in
      paragraph 5.2 of the confirmation for each Class A-1 Currency Swap.

      "A$ Class A-1 Unpaid Interest Amount" in relation to a Quarterly
      Distribution Date means the aggregate of:

      (a)   any A$ Class A-1 Interest Amounts remaining unpaid pursuant to
            clause 10.2B(k)(i) from prior Quarterly Distribution Dates; and

      (b)   interest on the A$ Class A-1 Interest Amounts referred to in
            paragraph (a) at the A$ Class A-1 Interest Rate applicable from time
            to time from the date that that A$ Class A-1 Interest Amount first
            became payable under clause 10.2B(k)(i) until (but not including)
            the date actually paid under clause 10.2B(k)(i).

      "A$ Equivalent" in relation to an amount which is calculated, determined
      or expressed in US$ or which includes a component determined or expressed
      in US$ means that US$ amount or US$ component (as the case may be)
      multiplied by the A$ Exchange Rate.

      "A$ Exchange Rate" means the "A$ Exchange Rate" specified in paragraph 7
      of the confirmation for each Class A-1 Currency Swap.

      "A$ Security" means, as the context requires, a Class A-2 Note, a Class B
      Note, a Redraw Bond or all of the foregoing.

      "Accrual Period" means:

      (a)   in relation to a Class A-1 Note and Class B Note (but subject to
            paragraph (c) below), initially the period commencing on (and
            including) its Issue Date and ending on (but excluding) the first
            Quarterly Distribution Date and, thereafter, is each successive
            period starting on (and including) a Quarterly Distribution Date and
            ending on (but excluding) the next Quarterly Distribution Date; and

      (b)   in relation to any other Note or Redraw Bond (but subject to
            paragraph (c) below), initially the period commencing on (and
            including) its Issue Date and ending on (but excluding) the first
            Monthly Distribution Date and, thereafter, is each successive period
            starting on (and including) a Monthly Distribution Date and ending
            on (but excluding) the next Monthly Distribution Date; and

      (c)   when used in the definitions of "Class A-1 Principal Carryover
            Amount" or "Class B Principal Carryover Amount", or when used in
            clauses 5.12(a), 10.2A, 10.2B(h), (k)(i) and (ii), 23.4(a), 19.1,
            19.3 or 19.4 the period referred to in (b) above; and


                                                                               2

<PAGE>

      (d)   when used in clause 10.2B(k)(i),(l), or 19.2, the period referred to
            in (a) above.

      The final Accrual Period ends on (but excludes) the Termination Payment
      Date and commences on (and includes) the relevant Monthly Distribution
      Date or Quarterly Distribution Date immediately preceding the Termination
      Payment Date.

      "Accrued Interest Adjustment" in relation to a Mortgage Loan means the
      amount of interest accrued on that Mortgage Loan for, and any fees in
      relation to the Mortgage Loan falling due for payment during, the period
      commencing on (and including) the Monthly Anniversary Date for that
      Mortgage Loan immediately prior to the Cut-Off Date and ending on (but
      excluding) the Closing Date and any accrued interest and fees due but
      unpaid in relation to the Mortgage Loan prior to that Monthly Anniversary
      Date.

      "Adjusted Stated Amount" means at any time in relation to a Class A-1
      Note, the A$ Equivalent of the Stated Amount of such Class A-1 Note less
      any Class A-1 Principal Carryover Amount attributable to that Class A-1
      Note; and in relation to a Class B Note, the Stated Amount of such Class B
      Note less any Class B Principal Carryover Amount attributable to that
      Class B Note. The Class A-1 Principal Carryover Amount and the Class B
      Principal Carryover Amount shall, for the purposes of this definition, be
      attributed rateably to the Class A-1 Notes and Class B Notes
      (respectively).

      "Adverse Document Custody Audit Report" means a Document Custody Audit
      Report in which the overall custodial performance of the Servicer is
      graded D in accordance with the grading system referred to in clause 25.8.

      "Adverse Effect" means any event which (determined by the Manager unless
      otherwise expressly specified in this Deed or any other Transaction
      Document) materially and adversely affects the amount of any payment due
      to be made to any Securityholder or materially and adversely affects the
      timing of such a payment.

      "Agency Agreement" means the Agency Agreement to be dated on or about the
      Closing Date and made between the Trustee, the Manager, The Bank of New
      York, New York Branch (as the initial Class A-1 Note Trustee, Principal
      Paying Agent, Agent Bank and Class A-1 Note Registrar) and The Bank of New
      York, London Branch (as the initial additional Paying Agent).

      "Agent Bank" has the same meaning as in the Agency Agreement.

      "Arranging Fee" means the fee payable to the Manager on each Quarterly
      Distribution Date calculated in accordance with clause 19.2.

      "Authorised Short-Term Investments" has the same meaning as set out in the
      Master Trust Deed.

      "Available Income Amount" in relation to a Determination Date and the
      immediately following Monthly Distribution Date or Quarterly Distribution
      Date means the aggregate of:

      (a)   the Preliminary Income Amount as at that Determination Date;

      (b)   any Liquidity Facility Advance due to be made on that Monthly
            Distribution Date; and

      (c)   any other amounts received by the Trustee from a Support Facility
            Provider under a Support Facility on or prior to that Monthly
            Distribution Date which the Manager determines should be included in
            the Available Income Amount (other than any amounts already included
            in paragraphs (a) and (b)).

      "Available Principal Amount" in relation to a Determination Date and the
      immediately following Monthly Distribution Date means an amount calculated
      as follows:


                                                                               3

<PAGE>

                       APA = PC + PCOR + OPA + RBA + SRFA

      where:

      APA   =     the Available Principal Amount as at that Determination Date;

      PC    =     the Principal Collections for the Collection Period ending on
                  that Determination Date;

      PCOR  =     the Principal Chargeoff Reimbursement as at that Determination
                  Date;

      OPA   =     the Other Principal Amounts as at that Determination Date;

      RBA   =     the Redraw Bond Amount as at that Determination Date; and

      SRFA  =     the Standby Redraw Facility Advance on the immediately
                  following Monthly Distribution Date.

      "Average Delinquent Percentage" in relation to a Determination Date means
      the amount (expressed as a percentage) calculated as follows:

                                         SDP
                                   ADP = ---
                                         12

      where:

      ADP   =     the Average Delinquent Percentage; and

      SDP   =     the sum of the Delinquent Percentages for the 12 Collection
                  Periods immediately preceding or ending (as the case may be)
                  on the Determination Date,

          provided that if on that Determination Date there has not yet been 12
          Collection Periods the Average Delinquent Percentage in relation to
          that Determination Date means the amount (expressed as a percentage)
          calculated as follows:

                                         SDP
                                   ADP = ---
                                          N

      where:

      ADP   =     the Average Delinquent Percentage;

      SDP   =     the sum of the Delinquent Percentages for all of the
                  Collection Periods preceding or ending (as the case may be) on
                  the Determination Date; and

      N     =     the number of Collection Periods preceding the Determination
                  Date.

      "Bank Bill Rate" in relation to an Accrual Period means the rate appearing
      at approximately 10.00 am Sydney time on the Rate Set Date for that
      Accrual 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 one month (in the case of a monthly Accrual
      Period) or three months (in the case of a quarterly Accrual Period). If:

      (d)   on the first day of an Accrual Period fewer than 4 banks are quoted
            on the Reuters Screen page "BBSW"; or

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


                                                                               4

<PAGE>

      then the "Bank Bill Rate" means such rate as is specified by the Manager
      having regard to comparable indices then available. Notwithstanding the
      foregoing, the Bank Bill Rate for the initial Accrual Period will be
      determined by straight line interpolation between the Bank Bill Rate
      determined as above for a bill of exchange having, in the case of a
      quarterly Accrual Period, a tenor of 3 and 4 months and, in the case of a
      monthly Accrual Period, the Bank Bill Rate determined as above for a bill
      of exchange having a tenor of 1 and 2 months.

      "Basis Swap" has the same meaning as in the Interest Rate Swap Agreement.

      "Binding Provision" means any provision of the Code of Banking Practice
      released by the Australian Bankers' Association on 3 November 1993, any
      other code or arrangement binding on a Seller or the Servicer and any laws
      applicable to banks or other lenders in the business of making retail home
      loans.

      "Borrower" in relation to a Mortgage Loan means the person or persons to
      whom a loan or other financial accommodation has been provided under the
      corresponding Mortgage Loan and includes, where the context requires, the
      mortgagor under the corresponding Mortgage.

      "Break Benefits" in relation to a Determination Date means the total break
      benefits paid by or on behalf of the Trustee during the Collection Period
      ending on that Determination Date to a Borrower in relation to a Mortgage
      Loan which is then part of the Assets of the Series Trust arising from the
      early termination of that Mortgage Loan or the early termination of a
      fixed interest rate period under that Mortgage Loan.

      "Break Costs" in relation to a Determination Date means the total break
      costs, or amounts in respect of break costs, received by or on behalf of
      the Trustee during the Collection Period ending on that Determination Date
      from a Borrower, GEMI, HLIC and PMI or any other person in relation to a
      Mortgage Loan which is then part of the Assets of the Series Trust (or was
      immediately prior to its Liquidation Date or the date that it was assigned
      under a Mortgage Insurance Policy, an Asset of the Series Trust) arising
      from the early termination of that Mortgage Loan or the early termination
      of a fixed interest rate period under that Mortgage Loan.

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

      "Call Date", in respect of any Note or Redraw Bond, has the same meaning
      as in the Class A-1 Note Conditions.

      "Cash Advance Deposit" has the same meaning as in the Liquidity Facility
      Agreement.

      "Caveat" in relation to a Mortgage forming part of the Assets of the
      Series Trust or in relation to a Shared Security means a land titles
      office caveat in registrable form which, upon registration, is effective
      to protect the Trustee's interest as equitable assignee of the Relevant
      Seller's interest in the Mortgage or, in the case of a Shared Security, is
      effective to protect the Relevant Seller's interest as beneficiary of the
      CBA Trust in the Shared Security.

      "Caveat and Transfer Details" in relation to each Mortgage forming part of
      the Assets of the Series Trust means such details as may be required by
      the relevant land titles office in order to lodge and obtain registration
      of Caveat and/or Mortgage Transfers.

      "CBA" means Commonwealth Bank of Australia.

      "CBA Trust" means each of the trusts constituted in favour of the Sellers
      pursuant to clause 2.1 and all references to "CBA Trust" shall mean each
      or both of such trusts (as the context may require).

      "CBA Trust Assets" means all assets and property, real and personal
      (including choses in


                                                                               5

<PAGE>

      action and other rights), tangible and intangible, present or future, held
      by the Trustee as trustee of the CBA Trust from time to time.

      "Certificate of Title" in relation to a Mortgaged Property means the
      certificate of title or other documents evidencing title to that Mortgaged
      Property (including, if applicable, the documents forming any abstract of
      that title) or where the certificate of title or other documents have been
      cancelled due to the computerisation of the register, any original
      registration confirmation, notification or statement which the Relevant
      Seller has in its files.

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

      "Class A-1 Chargeoff Percentage" in relation to a Determination Date means
      the amount (expressed as a percentage) calculated as follows:

                                        CA1SA
                     CA1CP = ---------------------------
                             CA1SA + CA2SA + RBSA + SRFP

      where:

      CA1CP   =   the Class A-1 Chargeoff Percentage in relation to that
                  Determination Date;

      CA1SA   =   the aggregate Adjusted Stated Amounts of the Class A-1 Notes
                  on that Determination Date;

      CA2SA   =   the aggregate Stated Amounts of the Class A-2 Notes on that
                  Determination Date;

      RBSA    =   the aggregate Stated Amount of the Redraw Bonds on that
                  Determination Date; and

      SRFP    =   the Standby Redraw Facility Principal on that Determination
                  Date.

      "Class A-1 Currency Swap" means the transactions defined as such in each
      Currency Swap Agreement.

      "Class A-1 Interest Amount" has the same meaning as in the Class A-1 Note
      Conditions.

      "Class A-1 Interest Payment" in relation to a Quarterly Distribution Date
      means each US$ Class A-1 Interest Payment (as that term is defined in the
      relevant Currency Swap Agreement) paid or payable (as the case may be) by
      the relevant Currency Swap Provider to or at the direction of the Trustee
      on that Quarterly Distribution Date in accordance with the relevant Class
      A-1 Currency Swap.

      "Class A-1 Note Conditions" means the terms and conditions of the Class
      A-1 Notes as annexed to the Class A-1 Notes.

      "Class A-1 Noteholder" has the same meaning as in the Class A-1 Note
      Conditions.

      "Class A-1 Note Registrar" has the same meaning as in the Agency
      Agreement.

      "Class A-1 Notes" has the same meaning as in the Class A-1 Note
      Conditions.

      "Class A-1 Note Trust Deed" means the Class A-1 Note Trust Deed to be
      dated on or about the Closing Date and made between the Trustee, the
      Manager and the Class A-1 Note Trustee.

      "Class A-1 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.


                                                                               6

<PAGE>

      "Class A-1 Percentage" in relation to a Determination Date means the
      amount (expressed as a percentage) calculated as follows:

                                         CA1IA
                              CA1P = -------------
                                     CA1IA + CA2IA

      where:

      CA1P    =   the Class A-1 Percentage;

      CA1IA   =   the aggregate Adjusted Stated Amount of the Class A-1 Notes on
                  the Determination Date; and

      CA2IA   =   the aggregate Stated Amount of the Class A-2 Notes on the
                  Determination Date.

      "Class A-1 Principal Carryover Amount" means the aggregate of amounts
      determined by the Manager and certified to the Trustee, as being the Class
      A-1 Percentage of the Class A Available Principal Distribution on each
      Monthly Distribution Date which is not also a Quarterly Distribution Date
      less any such amounts paid to the currency swap provider in accordance
      with 10.5(b)(i)A.

      "Class A-1 Unpaid Interest Amount" has the same meaning as in the Class
      A-1 Note Conditions.

      "Class A-2 Chargeoff Percentage" in relation to a Determination Date means
      the amount (expressed as a percentage) calculated as follows:

                                          CA2SA
                       CA2CP = ---------------------------
                               CA1SA + CA2SA + RBSA + SRFP

      where:

      CA2CP   =   the Class A-2 Chargeoff Percentage in relation to that
                  Determination Date;

      CA1SA   =   the aggregate Adjusted Stated Amounts of the Class A-1 Notes
                  on that Determination Date;

      CA2SA   =   the aggregate Stated Amounts of the Class A-2 Notes on that
                  Determination Date;

      RBSA   =    the aggregate Stated Amount of the Redraw Bonds on that
                  Determination Date; and

      SRFP   =    the Standby Redraw Facility Principal on that Determination
                  Date.

      "Class A-2 Note" means a debt security issued by the Trustee, in its
      capacity as trustee of the Series Trust, pursuant to the provisions of
      this Deed and the Dealer Agreement and forming part of the Class of
      Securities described in clause 5.1(b) as Class A-2 Notes and includes any
      Class A-2 Tranche of a Class A-2 Note.

      "Class A-2 Noteholder" means at any time the person recorded at that time
      in the Register as the holder of a Class A-2 Note.

      "Class A-2 Percentage" in relation to a Monthly Distribution Date means
      100% less the Class A-1 Percentage for the Determination Date immediately
      preceding that Monthly Distribution Date.


                                                                               7

<PAGE>

      "Class A-2 Tranche" means any sub-class of Class A-2 Notes issued by the
      Trustee pursuant to clause 5.10(b).

      "Class A Available Principal Distribution" has the meaning given in clause
      10.5(b).

      "Class A Note" means, as the context requires, a Class A-1 Note, a Class
      A-2 Note or both.

      "Class A Noteholder" means, as the context requires, a Class A-1
      Noteholder, a Class A-2 Noteholder or both.

      "Class A Percentage" in relation to a Determination Date means the amount
      (expressed as a percentage) calculated as follows:

                                         SAA
                                   CAP = ---
                                         NSA

      where:

      CAP    =    the Class A Percentage;

      SAA    =    the aggregate of the Adjusted Stated Amounts for the Class A-1
                  Notes, and the Stated Amounts for the Class A-2 Notes, on that
                  Determination Date; and

      NSA    =    the aggregate of the Adjusted Stated Amounts for the Class A-1
                  Notes, and the Stated Amounts for the Class A-2 Notes and the
                  Adjusted Stated Amounts for the Class B Notes, on that
                  Determination Date.

      "Class A Principal Distribution" in relation to either a Monthly
      Distribution Date or a Quarterly Distribution Date means the amount
      calculated as follows:

                      CAPD = CASPA + CAUPA + (SDP_CBUPA)

      where:

      CAPD   =    the Class A Principal Distribution;

      CASPA  =    the Class A Scheduled Principal Amount on the preceding
                  Determination Date;

      CAUPA  =    the Class A Unscheduled Principal Amount on the preceding
                  Determination Date;

      SDP    =    the Stepdown Percentage on the preceding Determination Date;
                  and

      CBUPA  =    the Class B Unscheduled Principal Amount on the preceding
                  Determination Date.

      "Class A Scheduled Principal Amount" in relation to a Determination Date
      means the amount calculated as follows:

                               CASPA = CAP_NSPA

      where:

      CASPA  =    the Class A Scheduled Principal Amount;

      CAP    =    the Class A Percentage on that Determination Date; and

      NSPA   =    the Net Scheduled Principal Amount on that Determination Date.


                                                                               8

<PAGE>

      "Class A Unscheduled Principal Amount" in relation to a Determination Date
      means the amount calculated as follows:

                               CAUPA = CAP_NUPA

      where:

      CAUPA  =    the Class A Unscheduled Principal Amount;

      CAP    =    the Class A Percentage on that Determination Date; and

      NUPA   =    the Net Unscheduled Principal Amount on that Determination
                  Date.

      "Class B Available Support" in relation to a Determination Date means an
      amount (expressed as a percentage) calculated as follows:

                                          SAB
                               CBAS = ----------
                                      ASA + SRFL

      where:

      CBAS   =    the Class B Available Support;

      SAB    =    the aggregate Adjusted Stated Amount for the Class B Notes on
                  that Determination Date;

      ASA    =    the aggregate of the Adjusted Stated Amounts of the Class A-1
                  Notes, and the Stated Amounts for Class A-2 Notes and the
                  Adjusted Stated Amounts for the Class B Notes on that
                  Determination Date; and

      SRFL    =   the Standby Redraw Facility Limit on that Determination Date.

      "Class B Note" means a debt security issued by the Trustee, in its
      capacity as trustee of the Series Trust, pursuant to the provisions of
      this Deed and the Dealer Agreement and forming part of the Class of
      Securities described in clause 5.1(c) as Class B Notes.

      "Class B Noteholder" means at any time the person recorded at that time in
      the Register as the holder of a Class B Note.

      "Class B Percentage" in relation to a Determination Date means 100% less
      the Class A Percentage for that Determination Date.

      "Class B Principal Carryover Amount" means the aggregate of any Available
      Principal Amounts allocated by the Manager to Class B Notes and certified
      to the Trustee on each Monthly Distribution Date which is not also a
      Quarterly Distribution Date less any such amounts paid to the Class B
      Noteholders in accordance with 10.5(c)(i).

      "Class B Required Support" in relation to a Determination Date means the
      amount (expressed as a percentage) calculated as follows:

                                          IIA
                                  CBRS = ----
                                         AIIA

      where:

      CBRS   =    the Class B Required Support;

      IIA    =    the aggregate Initial Invested Amount for the Class B Notes;
                  and

      AIIA   =    the aggregate of the A$ Equivalent of Initial Invested Amounts
                  of the


                                                                               9

<PAGE>

                  Class A-1 Notes, and the Initial Invested Amounts for all
                  other Securities, on that Determination Date.

      "Class B Unscheduled Principal Amount" in relation to a Determination Date
      means the amount calculated as follows:

                               CBUPA = CBP_NUPA

      where:

      CBUPA  =    the Class B Unscheduled Principal Amount;

      CBP    =    the Class B Percentage on that Determination Date; and

      NUPA   =    the Net Unscheduled Principal Amount on that Determination
                  Date.

      "Clean-up Settlement Date" means the Quarterly Distribution Date
      determined in accordance with clause 23.3.

      "Clean-up Settlement Price" means the amount calculated in accordance with
      clause 23.4.

      "Closing Date" means the date specified by a Seller to the Trustee and the
      Manager in a Sale Notice (if any) to be the Closing Date (or such other
      date as the Manager may notify to the Trustee and the Relevant Seller in
      accordance with the Sale Notice) PROVIDED THAT if more than one Sale
      Notice is given each Sale Notice must specify the same date as the Closing
      Date.

      "Collateral Security" means in respect of a Mortgage Loan:

      (a)   any:

            (i)   Security Interest; or

            (ii)  guarantee, indemnity or other assurance,

            which secures or otherwise provides for the repayment or payment of
            the Mortgage Loan or an Other Loan but does not include the Mortgage
            relating to the Mortgage Loan; or

      (b)   any Mortgage Insurance Policy or Insurance Policy in respect of the
            Mortgage relating to the Mortgage Loan or the Land secured by the
            Mortgage relating to the Mortgage Loan.

      A Collateral Security referred to in paragraph (a) may be given under the
      same document that evidences the Mortgage Loan or the Other Loan to which
      that Collateral Security relates.

      "Collection Period" means:

      (a)   with respect to the first Determination Date, the period commencing
            on (and including) the Cut-Off Date and ending on (but excluding)
            that Determination Date; and

      (b)   with respect to each subsequent Determination Date, the period
            commencing on and including the previous Determination Date and
            ending on (but excluding) that Determination Date.

      "Collections" means Finance Charge Collections, Other Income Amounts,
      Mortgage Insurance Income Proceeds, Principal Collections and Other
      Principal Amounts.

      "Collections Account" means the account established and maintained
      pursuant to clause 22.1


                                                                              10

<PAGE>

      or any new account established as the Collections Account under clause
      22.3.

      "Colonial State Bank" means State Bank of New South Wales Limited, being
      its registered business name in all states and territories of Australia.

      "Competent Authority" means a court, tribunal, authority, ombudsman or
      other entity whose decisions, findings, orders, judgment or determinations
      (howsoever reached) are binding on a Seller or the Servicer.

      "Consideration" means the aggregate Mortgage Loan Principal of the
      Mortgage Loans assigned to the Trustee as at the Cut-Off Date.

      "Consumer Credit Code" means, as applicable, the Consumer Credit Code set
      out in the Appendix to the Consumer Credit (Queensland) Act 1995 as in
      force or applied as a law of any jurisdiction in Australia, the provisions
      of the Code set out in the Appendix to the Consumer Credit (Western
      Australia) Act 1996 or the provisions of the Code set out in the Appendix
      to the Consumer Credit (Tasmania) Act 1996 provided that in relation to
      Colonial State Bank all references to the Consumer Credit Code shall
      include any predecessor legislation applicable at the time of acquisition
      by Colonial State Bank of the relevant Housing Loan.

      "Currency Swap Agreement" means each of two ISDA Master Agreements between
      the initial Currency Swap Providers, the Trustee and the Manager, together
      with a schedule and a credit support annex and a confirmation relating
      respectively thereto and includes any substitute agreement in place of an
      existing Currency Swap Agreement.

      "Currency Swap Provider" means initially each of [                      ]
      and CBA and includes any other person that subsequently enters into a
      Currency Swap Agreement with the Trustee and the Manager.

      "Custodian" means CBA.

      "Cut-Off Date" means the date specified as such in the Sale Notice (or
      such other date as the Manager may notify the Trustee and the Relevant
      Seller in accordance with the Sale Notice).

      "Dealer Agreement" means the Dealer Agreement dated on or about the date
      of this Deed between the Trustee, the Manager, CBA (as lead manager) and
      the other institutions named therein (as managers) and pursuant to which
      the lead manager and such other managers agree to subscribe for or procure
      subscriptions for the A$ Securities.

      "Delinquent Percentage" in relation to a Collection Period means the
      amount (expressed as a percentage) calculated as follows:

                                        DMLP
                                   DP = ----
                                        AMLP

      where:

      DP     =    the Delinquent Percentage;

      DMLP   =    the aggregate Mortgage Loan Principal on the last day of the
                  Collection Period in relation to Mortgage Loans which are then
                  part of the Assets of the Series Trust and in relation to
                  which a payment due from the Borrower has been in arrears (on
                  that day) by more than 60 days; and

      AMLP   =    the aggregate Mortgage Loan Principal on the last day of the
                  Collection Period in relation to Mortgage Loans which are then
                  part of the Assets of the Series Trust.

      "Depository" means each organisation registered as a clearing agency
      pursuant to


                                                                              11

<PAGE>

      section 17A of the United States Securities Exchange Act of 1934 that
      agrees with the Manager and the Trustee to hold Class A-1 Notes (directly
      or through a nominee) and initially means The Depository Trust Company.

      "Determination Date" means the first day of the calendar month in which
      each Monthly Distribution Date occurs. The first Determination Date is
      [         ].

      "Document Custody Audit Report" means a report by the Auditor of the
      Series Trust in accordance with clause 25.

      "Document Transfer Event" means each of the events referred to in clause
      25.11.

      "Eligible Depository" means a financial institution which has assigned to
      it short term credit ratings equal to or higher than (as the case may be)
      A-1 by S&P, P-1 by Moody's and F1 by Fitch and includes the Servicer to
      the extent that:

      (a)   it is rated in this manner; or

      (b)   the Rating Agencies confirm that the rating of the Servicer at a
            lower level will not result in a reduction, qualification or
            withdrawal of the ratings given by the Rating Agencies to the
            Securities.

      "Eligible Deposit Account" means an account with an Eligible Depository.

      "Eligibility Criteria" has the meaning set out in Schedule 5.

      "Excess Distribution" in relation to a Quarterly Distribution Date means
      the amount (if any) payable to the Residual Unitholder on that Quarterly
      Distribution Date pursuant to clause 10.2B(o).

      "Expenses" means all amounts relating to the Series Trust referred to in
      clause 16.11 of the Master Trust Deed and includes (without limiting the
      generality of the foregoing and without double counting) the aggregate of:

      (a)   any reasonable Property Protection Expenses or Mortgage Enforcement
            Expenses incurred by the Servicer in connection with the management,
            maintenance or sale of any Mortgaged Property or in the enforcement
            of any Mortgage Documents;

      (b)   the cost of registering any Caveats or Mortgage Transfers in
            relation to Mortgages forming part of the Assets of the Series
            Trust, to the extent not reimbursed by the Relevant Seller in
            accordance with this Deed;

      (c)   any reasonable fees, charges and moneys payable to any consultant
            appointed by the Trustee, the Manager or the Servicer and all
            disbursements, expenses, duties and outgoings properly chargeable in
            respect of such consultant;

      (d)   subject to clause 8.7, any Break Benefits;

      (e)   the Security Trustee's Expenses; and

      (f)   any amount received by the Trustee or the Servicer on or after the
            Cut-Off Date in respect of a Mortgage Loan forming part of the
            Assets of the Series Trust, related Mortgage or related First Layer
            of Collateral Security which the Servicer, pursuant to a decision,
            finding, order, judgment or determination of a Competent Authority
            or pursuant to a Binding Provision or based on advice from its legal
            advisers (either internal or external), has repaid to the liquidator
            or the trustee-in-bankruptcy (as the case may be) of a Borrower or
            the grantor of a First Layer of Collateral Security as a result of
            the insolvency or bankruptcy (as the case may be) of the Borrower or
            the grantor of the First Layer of Collateral Security,


                                                                              12

<PAGE>

            but does not include any amount referred to in clauses 10.2A(a)-(g)
            (inclusive) and (i)-(l) (inclusive), 10.2B(a)-(g) (inclusive) and
            (i)-(o) inclusive.

      "Fair Market Value" in relation to a Mortgage Loan means the fair market
      value for that Mortgage Loan determined by the Relevant Seller's external
      auditors and which value reflects the performing or non-performing status
      (as determined by the Servicer) of that Mortgage Loan and any benefit
      which the intended purchaser will have in respect of such Mortgage Loan
      under any relevant Support Facility.

      "Finance Charge Collections" in relation to a Collection Period means the
      aggregate of the following amounts (without double counting) received by
      or on behalf of the Trustee during that Collection Period in respect of
      the Mortgage Loans then forming part of the Assets of the Series Trust:

      (a)   all amounts received under or in respect of the Mortgage Loans
            (including Liquidation Proceeds) in respect of interest, fees,
            Government Charges or other amounts due under the Mortgage Loans
            (less reversals made during the period in respect of interest or
            other charges in relation to any of the accounts where the original
            debit entry (or part thereof) was in error) but excluding principal
            and any insurance premiums and related charges payable to the
            Relevant Seller;

      (b)   all amounts of interest received under or in respect of the Mortgage
            Loans and the Mortgage Loan Rights to the extent that the
            obligations to pay such amounts are discharged by the exercise
            during that Collection Period of a right of set-off or right to
            combine accounts; and

      (c)   subject to clause 8.7, any Break Costs,

      but does not include any Mortgage Insurance Income Proceeds or Other
      Income Amounts.

      "First Layer of Collateral Securities" in relation to a Mortgage Loan
      means:

      (a)   the Collateral Securities (other than any Mortgage Insurance Policy
            relating to the Mortgage Loan or any related Insurance Policies)
            from time to time appearing in the records of the Relevant Seller to
            be intended as security for the Mortgage Loan;

      (b)   any Mortgage Insurance Policy relating to the Mortgage Loan; and

      (c)   any related Insurance Policies,

      notwithstanding that by their terms the Collateral Securities (other than
      the Mortgage Insurance Policies or any Insurance Policies) may also secure
      other liabilities to the Relevant Seller.

      "Fitch" means Fitch, Inc.

      "Fixed Rate Swap" has the same meaning as in the Interest Rate Swap
      Agreement.

      "GEMI" means GE Mortgage Insurance Pty. Ltd, ABN 61 071 466 334.

      "Government Charges" means any amount debited to the accounts established
      in the Servicer's records for the Mortgage Loans representing financial
      institutions duty, bank accounts debits tax or similar tax or duty imposed
      by any Governmental Agency.

      "Gross Unscheduled Principal Amount" in relation to a Determination Date
      means the amount calculated as follows:

                         GUPA = OPA + PCOR + RBA + SRFA


                                                                              13

<PAGE>

      where:

      GUPA   =    the Gross Unscheduled Principal Amount;

      OPA    =    the Other Principal Amounts on that Determination Date;

      PCOR   =    the Principal Chargeoff Reimbursement on that Determination
                  Date;

      RBA    =    the Redraw Bond Amount on that Determination Date; and

      SRFA   =    the Standby Redraw Facility Advance to be made on the
                  following Monthly Distribution Date.

      "GST" means the goods and services tax imposed pursuant to the GST Act.

      "GST Act" means A New Tax System (Goods and Services Tax) Act, 1999.

      "Hedge Provider" means an Interest Rate Swap Provider or a Currency Swap
      Provider.

      "Income Carryover Amount" means in respect of a Monthly Distribution Date
      (which is not also a Quarterly Distribution Date) an amount calculated in
      accordance with clause 10.2A(l) and certified by the Manager to the
      Trustee for that Monthly Distribution Date.

      "Income Loss" in relation to a Mortgage Loan, means on the Liquidation
      Date for the Mortgage Loan, the aggregate of:

      (a)   all interest payable in respect of such Mortgage Loan up to and
            including the Liquidation Date calculated at the Mortgage Rate and
            otherwise in accordance with the Mortgage Documents, whether or not
            such interest has been capitalised;

      (b)   all fees and other charges of any type whatsoever payable in respect
            of such Mortgage Loan up to and including the Liquidation Date in
            accordance with the Mortgage Documents, whether or not such fees and
            other charges have been capitalised; and

      (c)   any Property Protection Expenses and Mortgage Enforcement Expenses
            incurred in connection with such Mortgage Loan up to and including
            the Liquidation Date,

      less:

      (d)   any Liquidation Proceeds received in respect of such Mortgage Loan
            up to and including the Liquidation Date in respect of such Mortgage
            Loan provided that Liquidation Proceeds will only be included in
            this paragraph (d) to the extent that the resulting Income Loss is
            zero or a positive number.

      "Income Shortfall" in relation to a Determination Date means the amount
      (if any) by which the Required Income Amount for that Determination Date
      exceeds the Preliminary Income Amount for that Determination Date.

      "Initial Invested Amount" in relation to a Class A-1 Note has the meaning
      given to it in clause 5.5(a) and in relation to an A$ Security has the
      meaning given to it in clause 5.5(b).

      "Insurance Policy" means any insurance policy (whether present or future)
      under which the improvements on the Land the subject of a Mortgage or a
      Collateral Security are insured against destruction or damage by events
      which include fire.

      "Insurance Proceeds" means the proceeds paid by an insurer pursuant to any
      Insurance Policy.

      "Interest Amount" in relation to an A$ Security and the relevant Accrual
      Period means the


                                                                              14

<PAGE>

      aggregate interest accrued on that A$ Security during that Accrual Period
      pursuant to clause 5.6(b).

      "Interest Rate" in relation to an A$ Security and the relevant Accrual
      Period means the aggregate of:

      (a)   the Bank Bill Rate for that Accrual Period; and

      (b)   the Issue Margin for that A$ Security.

      "Interest Rate Basis Cap" has the same meaning as in the Interest Rate
      Swap Agreement.

      "Interest Rate Swap Agreement" means an agreement in the form of an
      amended ISDA Master Agreement dated on or about the date of this Deed
      between the Trustee, the Manager and the initial Interest Rate Swap
      Provider which provides for each of:

      (a)   the Fixed Rate Swaps;

      (b)   the Basis Swaps; and

      (c)   the Interest Rate Basis Cap,

      and includes any substitute agreement in place of an existing Interest
      Rate Swap Agreement.

      "Interest Rate Swap Provider" means initially CBA and includes any other
      person that subsequently enters into an Interest Rate Swap Agreement with
      the Trustee and the Manager.

      "Interest Rate Swap Provider Deposit" means any amount deposited by the
      Interest Rate Swap Provider in the Collections Account or any other
      account held by the Trustee as trustee of the Series Trust by way of
      prepayment of the Interest Rate Swap Provider's payment obligations under
      the Interest Rate Swap Agreement.

      "Invested Amount" in relation to:

      (a)   a Class A-1 Note at any time has the same meaning as in the Class
            A-1 Note Conditions; and

      (b)   an A$ Security at any time means the Initial Invested Amount of that
            A$ Security less the aggregate of all amounts previously paid in
            relation to that A$ Security on account of principal pursuant to
            clause 10.3(c).

      "Issue Date" in relation to a Security means the day on which the Security
      is issued by the Trustee being the Closing Date of [                ].

      "Issue Margin" in relation to:

      (a)   a Class A-2 Note and a Class B Note means, subject to the following:

            (i)   in the case of a Class A-2 Note, for the period from, and
                  including, the Closing Date to (but excluding) the Call Date
                  and, in the case of a Class B Note, to (but excluding) the
                  date on which the Class B Note ceases to accrue interest in
                  accordance with clause 5.6(b), the margin expressed as a
                  percentage per annum applying in relation, respectively, to
                  each Class A-2 Note and Class B Note determined in accordance
                  with the Dealer Agreement and advised by the Manager to the
                  Trustee; and

            (ii)  in respect of a Class A-2 Note only, for the period from, and
                  including, the Call Date to (but excluding) the date on which
                  the Class A-2 Note ceases to accrue interest in accordance
                  with clause 5.6(b), double the margin referred to in paragraph
                  (i) in relation to that Class A-2 Note,


                                                                              15

<PAGE>

                  provided that:

                        (1)   if more than one Tranche of Class A-2 Notes is
                              issued, the Issue Margin for each Class A-2
                              Tranche will be as provided for in the Dealer
                              Agreement; and

                        (2)   if on or after the Call Date the Trustee, at the
                              direction of the Manager, proposes to exercise its
                              option to redeem the Securities at their Stated
                              Amount in accordance with Condition 7.3 of the
                              Class A-1 Note Conditions on an applicable
                              Quarterly Distribution Date but is unable to do so
                              because, following a meeting of Securityholders
                              convened under the provisions of the Security
                              Trust Deed by the Manager for this purpose, the
                              Securityholders have not approved by an
                              Extraordinary Resolution the redemption of the
                              Securities at their Stated Amount, then the Issue
                              Margin in relation to each Class A-2 Note (and any
                              Class A-2 Tranche) from, and including that
                              Quarterly Distribution Date to, but excluding, the
                              date on which the Class A-2 Note ceases to accrue
                              interest in accordance with clause 5.6(b) will be
                              the margin in relation to the Class A-2 Notes
                              referred to in paragraph (i) or in sub-paragraphs
                              (1)(aa)(i), (1)(bb)(i) or (1)(cc)(i) of the
                              proviso set out above (as the case may be); and

      (b)   a Redraw Bond means the margin expressed as a percentage per annum
            applying to the Redraw Bond determined in accordance with the Dealer
            Agreement and advised by the Manager to the Trustee.

      "Land" means:

      (a)   land (including tenements and hereditaments corporeal and
            incorporeal and every estate and interest in it whether vested or
            contingent, freehold or Crown leasehold, the term of which lease is
            expressed to expire not earlier than 5 years after the maturity of
            the relevant Mortgage, and whether at law or in equity) wherever
            situated and including any fixtures to land; and

      (b)   any parcel and any lot, common property and land comprising a parcel
            within the meaning of the Strata Titles Act 1973 (New South Wales)
            or the Community Land Development Act, 1989 (New South Wales) or any
            equivalent legislation in any other Australian jurisdiction.

      "Liquidated Mortgage Loan" means a Mortgage Loan with respect to which a
      Material Default has occurred and with respect to which the Servicer has
      determined that all Liquidation Proceeds likely to be recoverable have
      been recovered, having regard to:

      (a)   any enforcement of the relevant Mortgage Documents;

      (b)   any sale of the relevant Mortgaged Property;

      (c)   any proceeds paid on the compulsory acquisition of the relevant
            Mortgaged Property by any Governmental Agency;

      (d)   any Insurance Proceeds paid or payable under any relevant Insurance
            Policy;

      (e)   any payments received from any relevant Borrower; and


                                                                              16

<PAGE>

      (f)   such other matters as the Servicer reasonably determines to be
            relevant.

      "Liquidation Date" in relation to a Mortgage Loan means the date on which
      such Mortgage Loan becomes a Liquidated Mortgage Loan.

      "Liquidation Proceeds" in relation to a Mortgage Loan means the amount
      received by or on behalf of the Trustee in connection with the liquidation
      of such Mortgage Loan including, without limitation:

      (a)   proceeds arising from the enforcement of the relevant Mortgage and
            sale of the relevant Mortgaged Property;

      (b)   proceeds arising from the enforcement of the relevant Mortgage
            Documents;

      (c)   Insurance Proceeds under any relevant Insurance Policy; and

      (d)   proceeds arising from any resumption or compulsory acquisition of
            the relevant Mortgaged Property by any Governmental Agency,

      but does not include:

      (e)   any amount required pursuant to the terms of any relevant Mortgage
            Document or any law to be paid to the Borrower, including any person
            having an interest in the Mortgaged Property as a mortgagee;

      (f)   if the Trustee is a party to a Fixed Rate Swap, any Break Costs;

      (g)   any Mortgage Insurance Income Proceeds; and

      (h)   any Mortgage Insurance Principal Proceeds.

      "Liquidity Facility" means a liquidity facility made available by a
      Liquidity Facility Provider to the Trustee pursuant to the Liquidity
      Facility Agreement.

      "Liquidity Facility Advance" in relation to a Monthly Distribution Date
      means the amount to be advanced to the Trustee on that Monthly
      Distribution Date under the Liquidity Facility.

      "Liquidity Facility Agreement" means the Liquidity Facility Agreement
      dated on or about the date of this Deed between the Trustee, the Manager
      and the initial Liquidity Facility Provider and includes any substitute
      liquidity facility agreement entered into by the Trustee as trustee of the
      Series Trust in place of an existing Liquidity Facility Agreement.

      "Liquidity Facility Commitment Fee" means in relation to a Determination
      Date and the immediately following Monthly Distribution Date, the
      commitment fee payable to the Liquidity Facility Provider on that Monthly
      Distribution Date pursuant to the Liquidity Facility Agreement.

      "Liquidity Facility Interest" in relation to a Monthly Distribution Date
      means the interest due on that Monthly Distribution Date pursuant to the
      terms of a Liquidity Facility Agreement.

      "Liquidity Facility Limit" means the aggregate principal amount available
      at any time and as defined in the Liquidity Facility Agreement.

      "Liquidity Facility Principal" in relation to a Determination Date and the
      immediately following Monthly Distribution Date means the aggregate of all
      Liquidity Facility Advances outstanding under the Liquidity Facility
      Agreement at that Determination Date.

      "Liquidity Facility Provider" means initially CBA and each other person
      who may from time to time provide a Liquidity Facility.


                                                                              17

<PAGE>

      "Loan Agreement" means, with respect to a Mortgage Loan, any agreement,
      schedule, terms and conditions, letter, application, approval or other
      document (other than the relevant Mortgage) relating to the provision of
      financial accommodation by the Relevant Seller to the Borrower in
      connection with such Mortgage Loan.

      "Loan Files" in relation to a Mortgage Loan means such books, records,
      paper and electronic files (whether originals or copies) relating to that
      Mortgage Loan (other than the Mortgage Documents) which the Servicer has
      in its custody.

      "Loan to Value Ratio" in relation to a Mortgage Loan means the amount
      (expressed as a percentage) calculated as follows:

                                       L
                                       -
                                       V

      where:

      L     =     the amount of the Mortgage Loan outstanding as at the date of
                  determination or if at the date of determination the Mortgage
                  Loan has not been made, the amount of the then proposed
                  Mortgage Loan; and

      V     =     the aggregate value of the Land subject to any Mortgage
                  recorded as securing the Mortgage Loan, as determined in
                  accordance with the then Servicing Standards.

      "Loss Recovery" in relation to a Liquidated Mortgage Loan means all
      amounts received by or on behalf of the Trustee in respect of that
      Liquidated Mortgage Loan after the relevant Liquidation Date.

      "Management Fee" means the fee payable to the Manager on each Monthly
      Distribution Date in accordance with clause 19.1.

      "Manager" means Securitisation Advisory Services Pty. Limited or if
      Securitisation Advisory Services Pty. Limited retires or is removed as
      Manager of the Series Trusts (as defined in the Master Trust Deed), any
      then Substitute Manager and includes the Trustee when acting as the
      Manager of the Series Trusts in accordance with the terms of the Master
      Trust Deed.

      "Master Trust Deed" means the Master Trust Deed dated 8 October 1997
      between the Manager and the Trustee.

      "Material Default" in relation to a Mortgage Loan means:

      (a)   a failure by the Borrower (as recognised by the Servicer's system)
            to pay on the due date any amount due pursuant to the corresponding
            Loan Agreement (including any amount not previously paid which
            remains outstanding) where the failure continues, without remedy,
            for a period of 60 days from the due date for the payment of such
            amount under the relevant Loan Agreement; or

      (b)   an event of default, howsoever described, (other than an event of
            default referred to in paragraph (a)) occurs under any relevant
            Mortgage Document where the event of default continues unremedied
            for 60 days (or such shorter period as the Servicer may determine is
            appropriate in relation to a specific event of default) unless the
            Servicer reasonably determines that such event of default is of a
            minor or technical nature and will not result in an Adverse Effect.

      "Monthly Anniversary Date" in relation to a Mortgage Loan means the date
      on which interest is debited to the Borrower's Mortgage Loan account by
      the Servicer pursuant to the relevant Loan Agreement.


                                                                              18

<PAGE>

      "Monthly Certificate" means the certificate prepared for each Monthly
      Distribution Date by the Manager pursuant to clause 27.2(b) substantially
      in the form set out in Schedule 8A (or in such other form as is from time
      to time agreed between the Manager and the Trustee).

      "Monthly Distribution Date" means the [   ]th day of each calendar month,
      commencing on [     ] (or if any such day is not a Business Day,
      the next Business Day).

      "Moody's" means Moody's Investors Service Inc. and its successors and
      assigns.

      "Mortgage" in relation to a Mortgage Loan means each registered mortgage
      over Land situated in any State or Territory of Australia and appearing on
      the Relevant Seller's records as securing, amongst other things, the
      repayment of the Mortgage Loan and the payment of interest and all other
      moneys in respect of the Mortgage Loan notwithstanding that by its terms
      the mortgage may secure other liabilities to the Relevant Seller. If, at
      any time after the date of the Sale Notice, a mortgage is substituted, or
      added as security, for an existing Mortgage, then with effect from the
      date of such addition or substitution the definition of "Mortgage" will
      mean the substituted mortgage or include the additional mortgage, as the
      case may be.

      "Mortgage Documents" in relation to a Mortgage Loan means:

      (a)   the Loan Agreement (if other than the Mortgage) relating to the
            Mortgage Loan;

      (b)   the original or duplicate Mortgage documents in relation to the
            Mortgage Loan (including any document evidencing any substituted or
            additional Mortgage);

      (c)   the Certificate of Title or other indicia of title (if any) in
            respect of the Land the subject of the Mortgage in relation to the
            Mortgage Loan;

      (d)   the original or duplicate of the First Layer of Collateral
            Securities documents (other than the Insurance Policies) in relation
            to the Mortgage Loan;

      (e)   any Insurance Policy (or certificate of currency for the Insurance
            Policy) held by the Relevant Seller in respect of the Mortgage or
            the First Layer of Collateral Securities in relation to the Mortgage
            Loan;

      (f)   any deed of priority or its equivalent in writing entered into in
            connection with the Mortgage or the First Layer of Collateral
            Securities in relation to the Mortgage Loan;

      (g)   all other documents required to evidence the Relevant Seller's or
            the Trustee's interest in the above Land, the above Mortgage and the
            above First Layer of Collateral Securities; and

      (h)   any amendment or replacement of or to any of the foregoing such
            documents which is entered into, and under which rights arise,
            whether before or after the Cut-Off Date.

      "Mortgage Enforcement Expenses" means all costs and expenses properly
      incurred by the Servicer, a Seller or the Trustee (other than their
      respective internal administrative costs) in connection with the
      enforcement of any Mortgage Loan forming part of the Assets of the Series
      Trust, the related Mortgage or the related First Layer of Collateral
      Securities or the recovery of any amounts owing under the Mortgage Loan
      including, without limitation:

      (a)   legal costs and disbursements (including those of in-house counsel)
            charged at the usual commercial rates of the relevant legal services
            provider;

      (b)   costs in connection with the entering into of possession or the sale
            of any property secured by any related Mortgage or First Layer of
            Collateral Securities and any real estate or auctioneer's fees and
            expenses; and


                                                                              19

<PAGE>

      (c)   any Tax in connection with the sale of the relevant Mortgaged
            Property,

      provided that Mortgage Enforcement Expenses will not include Property
      Protection Expenses or Restoration Expenses.

      "Mortgage Insurance Income Proceeds" in relation to a Determination Date
      means all amounts received by the Trustee pursuant to any Mortgage
      Insurance Policy in relation to any Mortgage Loan then forming part of the
      Assets of the Series Trust which the Manager determines should be
      accounted for on that Determination Date in respect of an Income Loss.

      "Mortgage Insurance Policy" means:

      (a)   the PMI Mortgage Insurance Policy; and

      (b)   any primary mortgage insurance policy granted by GEMI in force in
            respect of a Mortgage Loan, an Other Loan, a Mortgage or a
            Collateral Security which forms part of the Assets of the Series
            Trust.

      "Mortgage Insurance Principal Proceeds" in relation to a Determination
      Date means all amounts received by the Trustee pursuant to any Mortgage
      Insurance Policy in relation to any Mortgage Loan then forming part of the
      Assets of the Series Trust which the Manager determines should be
      accounted for on that Determination Date in respect of a Principal Loss.

      "Mortgage Interest Saver Account" means a deposit account maintained by a
      Borrower with a Seller under which interest that would otherwise be earned
      in respect of the account is off-set (to the extent thereof) against
      interest that would otherwise be payable on a Mortgage Loan provided by
      that Seller to the Borrower.

      "Mortgage Loan" means (subject to paragraph (d) of the definition of
      "Relevant Seller") each mortgage loan assigned or to be assigned (as the
      case may be) to the Trustee and referred to in a Sale Notice (if issued).

      "Mortgage Loan Principal" at any time in relation to a Mortgage Loan means
      the principal outstanding at that time in respect of that Mortgage Loan.

      "Mortgage Loan Rights" means each of the items (together with all rights,
      title and interest in each of those items) referred to in clause 4.5
      assigned, or which may be assigned, as the case may be, in accordance with
      this Deed to the Trustee as trustee of the Series Trust or the CBA Trust.

      "Mortgage Loan System" means the electronic and manual reporting database
      and record keeping system used by the Servicer to monitor Mortgage Loans,
      as updated and amended from time to time.

      "Mortgage Rate" in relation to a Mortgage Loan means the rate of interest
      payable on the corresponding Mortgage Loan Principal, as such rate may be
      varied from time to time in accordance with the relevant Mortgage
      Documents or any laws.

      "Mortgage Receivables" in relation to a Mortgage Loan means all moneys,
      present and future, actual or contingent, owing at any time in respect of
      or in connection with the Mortgage Loan under the corresponding Mortgage
      Documents, including all principal, interest, reimbursable costs and
      expenses and any other amounts incurred by or payable to the Relevant
      Seller (including any payments made by the Relevant Seller on behalf of
      the Borrower in relation to the Mortgage Loan) irrespective of whether:

      (a)   such amounts become due and payable before or after the Cut-Off
            Date; and

      (b)   such amounts relate to advances made or other financial
            accommodation provided by the Relevant Seller to the Borrower before
            or after the Cut-Off Date.


                                                                              20

<PAGE>

      "Mortgage Transfer" in relation to a Mortgage means a duly executed land
      titles office transfer which, upon registration, is effective to transfer
      the legal title to the Mortgage to the Trustee.

      "Mortgaged Property" in relation to a Mortgage means the Land and all
      other property mortgaged under that Mortgage.

      "Net Break Payment" in relation to a Determination Date means the amount
      calculated as follows:

                                  NBP = BC - BB

      where:

      NBP    =    the Net Break Payment;

      BC     =    the Break Costs in relation to that Determination Date; and

      BB     =    the Break Benefits in relation to that Determination Date,

      provided that there will only be a Net Break Payment if the result of the
      above calculation is greater than zero.

      "Net Break Receipt" in relation to a Determination Date means the amount
      calculated as follows:

                                  NBR = BB - BC

      where:

      NBR    =    the Net Break Receipt;

      BB     =    the Break Benefits in relation to that Determination Date; and

      BC     =    the Break Costs in relation to that Determination Date,

      provided that there will only be a Net Break Receipt if the result of the
      above calculation is greater than zero.

      "Net Scheduled Principal Amount" in relation to a Determination Date means
      the amount calculated as follows:

                                NSPA = PC - NUPD

      where:

      NSPA   =    the Net Scheduled Principal Amount;

      PC     =    the Principal Collections for the Collection Period ending on
                  that Determination Date; and

      NUPD   =    the Net Unscheduled Principal Deduction for that Determination
                  Date,

      provided that there will only be a Net Scheduled Principal Amount if the
      result of the above calculation is greater than zero.

      "Net Unscheduled Principal Amount" in relation to a Determination Date
      means the amount calculated as follows:

                          NUPA = GUPA - SA - SRFP - RBD


                                                                              21

<PAGE>

      where:

      NUPA   =    the Net Unscheduled Principal Amount;

      GUPA   =    the Gross Unscheduled Principal Amount on that Determination
                  Date;

      SA     =    the Seller Advances outstanding on that Determination Date;

      SRFP   =    the Standby Redraw Facility Principal on that Determination
                  Date; and

      RBD    =    the amount (if any) to be paid with respect to the Redraw
                  Bonds pursuant to clause 10.5(a) on the following Monthly
                  Distribution Date,

      provided that there will only be a Net Unscheduled Principal Amount if the
      result of the above calculation is greater than zero.

      "Net Unscheduled Principal Deduction" in relation to a Determination Date
      means the amount calculated as follows:

                          NUPD = SA + SRFP + RBD - GUPA

      where:

      NUPD   =    the Net Unscheduled Principal Deduction;

      GUPA   =    the Gross Unscheduled Principal Amount on that Determination
                  Date;

      SA     =    the Seller Advances outstanding on that Determination Date;

      SRFP   =    the Standby Redraw Facility Principal on that Determination
                  Date; and

      RBD    =    the amount (if any) to be paid with respect to the Redraw
                  Bonds pursuant to clause 10.5(a) on the following Monthly
                  Distribution Date,

      provided that there will only be a Net Unscheduled Principal Deduction if
      the result of the above calculation is greater than zero.

      "Note" means, as the context requires, a Class A Note, a Class B Note or
      both.

      "Noteholder" means, as the context requires, a Class A-1 Noteholder, a
      Class A-2 Noteholder, a Class B Noteholder or any combination of the
      foregoing.

      "Other Income Amounts" in respect of a Determination Date and a Collection
      Period ending on that Determination Date means the aggregate of:

      (a)   any amounts received by the Trustee during the Collection Period
            pursuant to clauses 14 and 16 which represent amounts in respect of
            accrued but unpaid interest and fees on the Mortgage Loans;

      (b)   any amounts received by the Trustee during the Collection Period
            pursuant to clause 26.3 which represent amounts in respect of
            interest and fees on the Mortgage Loans;

      (c)   any damages received by the Trustee in the Collection Period (other
            than pursuant to clauses 14 and 16) and allocated by the Manager as
            Other Income Amounts in accordance with clause 27.5;

      (d)   subject to clause 22.12, interest and other investment income earned
            and received on moneys standing to the credit of the Collections
            Account during the Collection Period (other than interest earned on
            the Collections Account during the Collection


                                                                              22

<PAGE>

            Period in respect of the Cash Advance Deposit as calculated in
            accordance with clause 8.6, the Seller Deposit as calculated in
            accordance with clause 15.5 or the Interest Rate Swap Provider
            Deposit as calculated in accordance with clause 8.8) and any amounts
            representing interest paid by the Servicer pursuant to clause 22.5
            in respect of that Collection Period;

      (e)   interest and other investment income earned and received on
            Authorised Short-Term Investments during the Collection Period
            (including any amount retained in the Collections Account or
            invested on the previous Determination Date in accordance with
            clause 5.12 but excluding interest attributable to the Seller
            Deposit calculated in accordance with clause 15.5 and the Interest
            Rate Swap Provider Deposit calculated in accordance with clause
            8.8);

      (f)   subject to clause 9.3, any other receipts in the nature of income
            (as determined by the Manager) which have been received by the
            Determination Date in respect of the Collection Period; and

      (g)   any amount of input tax credits (as defined in the GST Act) received
            by the Trustee in the Collection Period in respect of the Series
            Trust,

      in each case which have not previously been applied in accordance with
      this Deed.

      "Other Loans" in relation to a Mortgage Loan means all loans, credit and
      financial accommodation of whatever nature (other than the Mortgage Loan)
      the payment or repayment of which is secured by a Mortgage, or by a
      Collateral Security, which also secures that Mortgage Loan or another
      Other Loan in relation to that Mortgage Loan.

      "Other Principal Amounts" in relation to a Determination Date and the
      Collection Period ending on that Determination Date means the aggregate
      of:

      (a)   any Mortgage Insurance Principal Proceeds in respect of that
            Determination Date;

      (b)   the aggregate Liquidation Proceeds in respect of the Mortgage Loans
            received during the Collection Period other than Liquidation
            Proceeds included in Finance Charge Collections for that Collection
            Period;

      (c)   the Principal Prepayments with respect to the Collection Period;

      (d)   any amounts received by the Trustee during the Collection Period
            pursuant to clauses 14 and 16 which represent amounts in respect of
            principal on the Mortgage Loans;

      (e)   any amounts received by the Trustee during the Collection Period
            pursuant to clause 26.3 which represent amounts in respect of
            principal on the Mortgage Loans;

      (f)   any damages received by the Trustee during the Collection Period
            (other than pursuant to clauses 14 and 16) and allocated by the
            Manager as Other Principal Amounts in accordance with clause 27.5;

      (g)   in the case of the first Determination Date, the amount (if any) by
            which the Subscription Proceeds exceed the Consideration;

      (h)   any amount remaining unpaid on the previous Monthly or Quarterly
            Distribution Date as a result of the application of clause 5.9 in
            respect of principal; and

      (i)   any other receipts in the nature of principal (as determined by the
            Manager) which have been received by the Determination Date in
            respect of the Collection Period,

      in each case which have not previously been applied in accordance with
      this Deed.


                                                                              23

<PAGE>

      "Paying Agent" has the same meaning as in the Agency Agreement.

      "Penalty Payment" means:

      (a)   the amount of any liability (including, without limitation, any
            civil or criminal penalty) which the Trustee is liable for under the
            Consumer Credit Code;

      (b)   any other liability payable by the Trustee, or legal costs or other
            expenses payable or incurred by the Trustee, in relation to such
            liability;

      (c)   any amount which the Trustee agrees to pay (with the consent of the
            Servicer) to a debtor or other person in settlement of any
            application for an order under Part 6 of the Consumer Credit Code;
            and

      (d)   any legal costs or other costs and expenses payable or incurred by
            the Trustee in relation to that application,

      to the extent to which a person can be indemnified for that liability,
      money or amount under the Consumer Credit Code.

      "Perfection of Title Event" means each event referred to in clause 24.1.

      "PMI" means PMI Mortgage Insurance Limited.

      "PMI Mortgage Insurance Policy" means the policy issued by PMI in relation
      to some of the Mortgage Loans from time to time forming part of the Assets
      of the Series Trust pursuant to the Lenders' Mortgage Insurance Provisions
      dated on or about the date of this Deed between [    ], the Trustee and
      the Seller.

      "Pool Factor" in relation to a Security at any given time means the amount
      (expressed as a percentage to 7 decimal places) calculated as follows:

                                          A
                                     PF = -
                                          B

      where:

      PF     =    the Pool Factor in relation to that Security;

      A      =    the Stated Amount for that Security as at that time; and

      B      =    the Initial Invested Amount for that Security.

      "Pool Performance Data" means performance data in respect of the
      Securities on a Determination Date consisting of prepayment rates, arrears
      data and default data in respect of Mortgage Loans then forming part of
      the Assets of the Series Trust, the Pool Factor at the last Determination
      Date and the Pool Factor on the present Determination Date, the principal
      outstanding on the Securities, the Interest Rates in respect of the A$
      Securities, the Class A-1 Interest Rate (as defined in the Class A-1 Note
      Conditions) for the Class A-1 Notes and such other information as the
      Manager may consider necessary from time to time.

      "Potential Termination Event" means:

      (a)   as a result of the introduction, imposition or variation of any law
            it is unlawful for the Trustee, and would also be unlawful for any
            new Trustee, to carry out any of its obligations under this Deed,
            the Master Trust Deed (in so far as it relates to the Series Trust),
            the Class A-1 Note Trust Deed, the Class A-1 Notes or the Security
            Trust Deed; or


                                                                              24

<PAGE>

      (b)   this Deed, the Master Trust Deed (in so far as it relates to the
            Series Trust) the Class A-1 Note Trust Deed, the Class A-1 Notes or
            the Security Trust Deed is or has become void, illegal,
            unenforceable or of limited force and effect.

      "Powers of Attorney" means the powers of attorney referred to in clause
      6.1(n).

      "Preliminary Income Amount" in relation to a Determination Date means the
      amount calculated as follows:

                          PIA = FCC + MIIP + OI + ICOA

      where:

      PIA    =    the Preliminary Income Amount for that Determination Date;

      FCC    =    the Finance Charge Collections for the Collection Period
                  ending on that Determination Date;

      MIIP   =    the aggregate Mortgage Insurance Income Proceeds on that
                  Determination Date; and

      OI     =    any Other Income Amounts in respect of the Collection Period
                  ending on that Determination Date and which has not previously
                  been applied in accordance with this Deed.

      ICOA   =    the Income Carryover Amount from the preceding Monthly
                  Distribution Date.

      "Prescribed Period" in relation to a Mortgage Loan means the period of 120
      days (including the last day of that period) commencing on the Closing
      Date or such longer period as may be agreed between the Australian
      Prudential Regulation Authority, the Trustee, the Relevant Seller and the
      Manager.

      "Principal Chargeoff" in relation to a Determination Date falling in a
      month in which a Quarterly Distribution Date also falls, means an amount
      calculated as follows:

                              PCO = PL - MIPP - PD

      where:

      PCO    =    the Principal Chargeoff as at that Determination Date;

      PL     =    the total of the Principal Loss on each Mortgage Loan for
                  which the Manager determines a Principal Loss should be
                  accounted for over the preceding quarterly Accrual Period (as
                  set out in paragraph (a) of the definition of "Accrual
                  Period") on that Determination Date (provided that the Manager
                  must not account for a Principal Loss on a Mortgage Loan until
                  the Servicer reasonably believes that no further amounts in
                  respect of the Mortgage Loan constituting Mortgage Insurance
                  Principal Proceeds or damages under clauses 14 and 16 which
                  are to be treated as Other Principal Amounts will be
                  received);

      MIPP   =    the total Mortgage Insurance Principal Proceeds with respect
                  to such Mortgage Loans determined over the preceding quarterly
                  Accrual Period ending on but excluding the following Quarterly
                  Distribution Date; and

      PD     =    any damages received by the Trustee from CBA under clause 14
                  or from CBA or the Servicer under clause 16 in respect of such
                  Mortgage Loans which are determined to be Other Principal
                  Amounts in accordance with


                                                                              25

<PAGE>

                  clause 27.5.

      "Principal Chargeoff Reimbursement" in relation to a Determination Date,
      falling in a month in which a Quarterly Distribution Date also falls,
      means an amount calculated as follows:

                                PCOR = PIA - RIA

      where:

      PCOR   =    the Principal Chargeoff Reimbursement as at that Determination
                  Date;

      PIA    =    the Preliminary Income Amount as at such Determination Date;
                  and

      RIA    =    the Required Income Amount as at that Determination Date,

      provided that there will only be a Principal Chargeoff Reimbursement if
      the result of the above calculation is greater than zero and provided
      further that where the result of the above calculation exceeds the
      Unreimbursed Principal Chargeoffs as at the previous Determination Date
      plus the Principal Chargeoffs calculated as at the current Determination
      Date, the Principal Chargeoff Reimbursement will equal such amount.

      "Principal Collections" in relation to a Collection Period means the
      aggregate of the following amounts (without double counting) received by
      or on behalf of the Trustee during that Collection Period in respect of
      the Mortgage Loans then forming part of the Assets of the Series Trust:

      (a)   all amounts received under or in respect of the Mortgage Loans in
            respect of principal (less reversals made during the period in
            respect of interest or other charges in relation to any of the
            accounts where the original debit entry (or part thereof) was in
            error); and

      (b)   all amounts of principal payable under or in respect of the Mortgage
            Loans and the Mortgage Loan Rights to the extent that the
            obligations to pay such amounts are discharged by the exercise
            during that Collection Period of a right of set-off or right to
            combine accounts,

      but does not include the Preliminary Income Amount or Other Principal
      Amounts in relation to that Determination Date.

      "Principal Loss" in relation to a Mortgage Loan and a Liquidation Date
      means an amount calculated as follows:

                             PL = MLP + RE - BC - LP

      where:

      PL     =    the Principal Loss as at the Liquidation Date;

      MLP    =    the Mortgage Loan Principal as at the Liquidation Date;

      RE     =    the Restoration Expenses reasonably and necessarily incurred
                  up to and including the Liquidation Date;

      BC     =    the Break Costs as at the Liquidation Date provided that Break
                  Costs will only be included in the calculation of Principal
                  Loss if the Trustee is then a party to a Fixed Rate Swap; and

      LP     =    any Liquidation Proceeds received up to and including the
                  Liquidation Date provided that for the purposes of this
                  paragraph Liquidation


                                                                              26

<PAGE>

                  Proceeds will not include any Liquidation Proceeds which have
                  been applied against an Income Loss or are to be applied
                  against an Income Loss on the Liquidation Date,

      provided that there will only be such a Principal Loss if the result of
      the above calculation is greater than zero.

      "Principal Paying Agent" has the same meaning as in the Agency Agreement.

      "Principal Prepayments" in relation to a Collection Period means all
      amounts received by or on behalf of the Trustee during that Collection
      Period under or in respect of the Mortgage Loans then forming part of the
      Assets of the Series Trust in respect of principal prepayments made by or
      on behalf of the Borrower in relation to that Mortgage Loan (less
      reversals made during the period in respect of interest or other charges
      in relation to any of the accounts where the original debit entry (or part
      thereof) was in error) to the extent that the amount exceeds the then
      scheduled monthly instalment of principal that would be payable under that
      Mortgage Loan (including previous unpaid instalments of principal) during
      that Collection Period.

      "Privacy Act" means the Privacy Act 1988 (Commonwealth).

      "Property Protection Expenses" in relation to a Mortgage Loan means the
      aggregate amount of any costs or expenses actually paid or incurred by the
      Servicer, the Relevant Seller or the Trustee in connection with the
      maintenance, preservation and protection of the corresponding Mortgaged
      Property in its existing state of repair at its existing value, including,
      without limitation:

      (a)   any real estate property Taxes, statutory charges or other outgoings
            payable in connection with the corresponding Mortgaged Property; and

      (b)   any insurance premiums payable under any Insurance Policy with
            respect to the corresponding Mortgaged Property,

      provided that Property Protection Expenses will not include any Mortgage
      Enforcement Expenses or any Restoration Expenses.

      "Quarterly Certificate" means the certificate prepared for each Quarterly
      Distribution Date by the Manager pursuant to clause 27.2(a) substantially
      in the form set out in Schedule 8B (or in such other form as is from time
      to time agreed between the Manager and the Trustee).

      "Quarterly Distribution Date" means the [  ]th day of each February, May,
      August and November, commencing on [      ](or if any such a day is not
      a Business Day, the next Business Day).

      "Rate Set Date" in relation to an Accrual Period means the first day of
      the relevant Accrual Period.

      "Rating Agencies" means S&P, Moody's and Fitch.

      "Redraw Bond" means a debt security issued by the Trustee, in its capacity
      as trustee of the Series Trust, in accordance with clause 5.4 and forming
      part of the Class of Securities described in clause 5.1(d) as Redraw
      Bonds.

      "Redraw Bond Amount" in relation to a Determination Date means the
      proceeds (if any) received by the Trustee from any issue of Redraw Bonds
      on the Determination Date or during the Collection Period ending on that
      Determination Date (but excluding the immediately preceding Determination
      Date).

      "Redraw Bond Chargeoff Percentage" in relation to a Determination Date
      means the amount (expressed as a percentage) calculated as follows:


                                                                              27

<PAGE>

                                          RBSA
                       RBCP = ---------------------------
                              CA1SA + CA2SA + RBSA + SRFP

      where:

      RBCP   =    the Redraw Bond Chargeoff Percentage in relation to that
                  Determination Date;

      CA1SA  =    the aggregate Adjusted Stated Amounts of the Class A-1 Notes
                  on that Determination Date;

      CA2SA  =    the aggregate Stated Amounts of the Class A-2 Notes on that
                  Determination Date;

      RBSA   =    the aggregate Stated Amount of the Redraw Bonds on that
                  Determination Date; and

      SRFP   =    the Standby Redraw Facility Principal on that Determination
                  Date.

      "Redraw Bond Principal Limit" means A$[   ] million or such other amount
      from time to time agreed between the Rating Agencies and the Manager and
      notified by the Manager to the Trustee.

      "Redraw Bondholder" means at any time the person recorded at that time in
      the Register as the holder of a Redraw Bond.

      "Relevant CBA Trust Assets" means in respect of a Relevant Seller the CBA
      Trust Assets representing and attributable to the Mortgage Loans assigned
      by that Relevant Seller to the Trustee from time to time.

      "Required Credit Rating" has the meaning specified in clause 27.1.

      "Required Income Amount" in relation to a Determination Date means the
      aggregate of the amounts referred to in clauses 10.2A(a)-(k) inclusive
      (where such Determination Date falls in a month in which a Quarterly
      Distribution Date does not fall) or clause 10.2B(a)-(n) inclusive (where
      such Determination Date falls in any other month)for the following Monthly
      Distribution Date or Quarterly Distribution Date provided that, in respect
      only of the first Determination Date, the total amount payable by the
      Trustee to the Relevant Sellers under clause 10.1 will be included in the
      Required Income Amount.

      "Relevant Party" means each party to a Transaction Document other than the
      Trustee.

      "Relevant Seller" means:

      (a)   in relation to any CBA Trust Asset other than money referred to in
            clause 2.1(b):

            (i)   CBA, where that CBA Trust Asset has been assigned to the
                  Trustee by CBA; and

            (ii)  Colonial State Bank, where that CBA Trust Asset has been
                  assigned to the Trustee by Colonial State Bank; and

      (b)   in relation to the money referred to in clause 2.1(b) - the Seller
            that paid the money to the Trustee;

      (c)   in relation to a Sale Notice - the Seller giving the Sale Notice;
            and

      (d)   in relation to any (existing or proposed) Asset of the Series Trust
            (including a Mortgage Loan):


                                                                              28

<PAGE>

            (i)   CBA, where that Asset has been assigned (or is proposed to be
                  assigned) to the Trustee by CBA; and

            (ii)  Colonial State Bank, where that Asset has been assigned (or is
                  proposed to be assigned) to the Trustee by Colonial State
                  Bank.

      "Residual Unit" means the single unit in the Series Trust referred to in
      clause 3.1.

      "Residual Unitholder" means initially CBA and, thereafter, the person from
      time to time appearing in the Register for the Series Trust as the holder
      of the Residual Unit.

      "Restoration Expenses" in relation to a Mortgage Loan means the aggregate
      amount of any costs or expenses actually paid or incurred by the Servicer,
      the Relevant Seller or the Trustee in connection with the restoration of
      the corresponding Mortgaged Property including, without limitation, any
      costs or expenses:

      (a)   in restoring the corresponding relevant Mortgaged Property to its
            condition as at the date on which the Mortgage Loan was made to the
            Borrower; and

      (b)   in connection with the reduction, elimination or clean-up of any
            environmental hazard relating to the corresponding Mortgaged
            Property,

      provided that Restoration Expenses will be calculated without reference to
      the fact that the amount expended was paid from the Servicer's, the
      Relevant Seller's or the Trustee's own funds or from Insurance Proceeds or
      from any other source whatsoever and provided further that Restoration
      Expenses will not include any Property Protection Expenses or Mortgage
      Enforcement Expenses.

      "S&P" means Standard & Poor's (Australia) Pty. Limited and its successors
      and assigns.

      "Sale Notice" means a notice from a Seller to the Trustee in or
      substantially in the form of Schedule 1 (or in such other form as may be
      agreed between the Relevant Seller, the Manager and the Trustee).

      "Scheduled Balance" in relation to a Mortgage Loan means the amount that
      would be owing on the Mortgage Loan at the date of determination if the
      Borrower had made, prior to that date, the minimum payments required under
      the Mortgage Loan.

      "Scheduled Maturity Date" means the relevant Monthly Distribution Date and
      Quarterly Distribution Date occurring on [       ] (or if this is not a
      Business Day, on the next succeeding Business Day).

      "Second Layer of Collateral Securities" in relation to a Mortgage Loan
      means all Collateral Securities in respect of the Mortgage Loan which do
      not constitute the First Layer of Collateral Securities for the Mortgage
      Loan.

      "Secured Creditor" has the same meaning as in the Security Trust Deed.

      "Securities Act" means the United States Securities Act of 1933 as
      amended.

      "Security" means as the context requires a Class A-1 Note, an A$ Security
      or both.

      "Securityholder" means a Noteholder or a Redraw Bondholder or both, as the
      context may require.

      "Security Register" means the system which is used by a Seller to record
      Security Interests granted to the Seller to secure the repayment of a
      Mortgage Loan originated by the Seller.

      "Security Trust Deed" means the Security Trust Deed dated on or about the
      date of this Deed


                                                                              29

<PAGE>

      between the Trustee, the Manager, the Note Trustee and the Security
      Trustee.

      "Security Trustee" means the person who is for the time being the trustee
      under the Security Trust Deed.

      "Security Trustee's Expenses" means the costs and fees to be reimbursed to
      the Security Trustee on each Monthly Distribution Date in accordance with
      clause 19.5(b).

      "Security Trustee's Fee" means the fee payable to the Security Trustee on
      each Monthly Distribution Date in accordance with clause 19.5(a).

      "Seller Advance" means an advance made by a Seller to a Borrower pursuant
      to clause 16.20(c) or clause 16.21(c) on or after the Cut-Off Date which
      appears in the records of the Servicer or on the Security Register as
      secured by a Mortgage which also secures a Mortgage Loan, and a reference
      to "Seller Advances" is a reference to all Seller Advances made by either
      Seller.

      "Seller Deposit" means at any time that amount of the Set-Off Account that
      comprises deposits made by CBA in accordance with clauses 15.3(a) and
      15.4(b) which have not been utilised pursuant to clause 15.8(b) or repaid
      pursuant to clauses 15.4(a), 15.6 and 15.7.

      "Series Trust" means the trust known as the Series [     ] Medallion Trust
      established pursuant to this Deed and the Master Trust Deed.

      "Servicer" means CBA or if CBA is removed or retires as Servicer, any then
      Substitute Servicer, and includes:

      (a)   the Trustee when acting as Servicer in accordance with clause 18.7;
            and

      (b)   a Related Body Corporate of CBA when acting as a delegate of the
            Servicer pursuant to clause 16.30, or (if the context requires) to
            the extent to which a Related Body Corporate of CBA serviced
            Mortgage Loans prior to their assignment to the Trustee, and
            references to "the Servicer's System" or "the Mortgage Loan System"
            shall be construed as including such a Related Body Corporate's
            system(s) whilst acting under this paragraph (b).

      "Servicer Default" means the occurrence of any event specified in clause
      18.1.

      "Servicer's Fee" means the remuneration payable to the Servicer pursuant
      to clause 19.4.

      "Servicing Guidelines" means the relevant written guidelines, policies and
      procedures established by the Servicer for servicing mortgage loans
      recorded on the Mortgage Loan System, including the Mortgage Loans, as
      amended or updated in writing from time to time.

      "Servicing Standards" at any given time means the relevant standards and
      practices set out in the then Servicing Guidelines and, to the extent that
      a servicing function is not covered by the Servicing Guidelines, the
      standards and practices of a prudent lender in the business of making
      retail home loans.

      "Servicing Transfer" means the appointment of a new Servicer in accordance
      with clause 18.

      "Set-Off Account" has the meaning given to this term in clause 15.3.

      "Settlement Date" in relation to a Mortgage Loan means the date on which
      an agreement between a Seller and a Borrower for the making of the
      Mortgage Loan was made.

      "Shared Security" means any Security Interest, guarantee, indemnity or
      other form of assurance that by its terms secures both (on the one hand)
      the payment or repayment of any Mortgage Loan forming or to form part of
      the Assets of the Series Trust and (on the other


                                                                              30

<PAGE>

      hand) any Other Loan forming or to form part of the CBA Trust Assets.

      "Specified Rating" means a long term debt rating by S&P of BBB, by Moody's
      of Baa2 and by Fitch of BBB.

      "Standby Redraw Chargeoff Percentage" in relation to a Determination Date
      means the amount (expressed as a percentage) calculated as follows:

                                          SRFP
                        SRCP = --------------------------
                               CA1SA + RBSA + SRFP +CA2SA

      where:

      SRCP   =    the Standby Redraw Chargeoff Percentage in relation to that
                  Determination Date;

      CA1SA  =    the aggregate Adjusted Stated Amounts of the Class A-1 Notes
                  on that Determination Date;

      CA2SA  =    the aggregate Stated Amounts of the Class A-2 Notes on that
                  Determination Date;

      RBSA   =    the aggregate Stated Amounts of the Redraw Bonds on that
                  Determination Date; and

      SRFP   =    the Standby Redraw Facility Principal on that Determination
                  Date.

      "Standby Redraw Facility" means a standby redraw facility made available
      by a Standby Redraw Facility Provider to the Trustee pursuant to the
      Standby Redraw Facility Agreement.

      "Standby Redraw Facility Advance" in relation to a Monthly Distribution
      Date means the amount to be drawn down by the Trustee under a Standby
      Redraw Facility on that Monthly Distribution Date.

      "Standby Redraw Facility Agreement" means the Standby Redraw Facility
      Agreement dated on or about the date of this Deed between the Trustee, the
      Manager and the Standby Redraw Facility Provider and includes any
      substitute standby redraw facility agreement entered into by the Trustee
      as trustee of the Series Trust in place of an existing Standby Redraw
      Facility Agreement.

      "Standby Redraw Facility Commitment Fee" means in relation to a
      Determination Date and the immediately following Monthly Distribution
      Date, the commitment fee payable to the Standby Redraw Facility Provider
      on that Monthly Distribution Date pursuant to the Standby Redraw Facility
      Agreement.

      "Standby Redraw Facility Interest" in relation to a Monthly Distribution
      Date means the interest due on that Monthly Distribution Date pursuant to
      the terms of a Standby Redraw Facility Agreement.

      "Standby Redraw Facility Limit" means the Facility Limit from time to time
      as defined in the Standby Redraw Facility Agreement.

      "Standby Redraw Facility Principal" has the same meaning as in the Standby
      Redraw Facility Agreement.

      "Standby Redraw Facility Provider" means initially CBA and each other
      person who may from time to time provide a Standby Redraw Facility.

      "Stated Amount" in relation to:


                                                                              31

<PAGE>

      (a)   a Class A-1 Note at any given time has the same meaning as in the
            Class A-1 Note Conditions; and

      (b)   an A$ Security at any given time means the Initial Invested Amount
            of that A$ Security at that time less the sum of the following at
            that time:

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

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

      "Stepdown Percentage" in relation to a Determination Date means the
      percentage calculated in accordance with Schedule 10 for that
      Determination Date.

      "Subscription Amount" in relation to the Residual Unit at any time means
      the aggregate of:

      (a)   the amount of $100 paid by the Manager to the Trustee upon the
            constitution of the Series Trust pursuant to clause 3.3 of the
            Master Trust Deed; and

      (b)   the additional amounts, if any, previously paid by the Residual
            Unitholder to, or at the direction of, the Trustee pursuant to
            clause 3.6,

      less the aggregate of all amounts previously applied towards the reduction
      of the Subscription Amount pursuant to clauses 10.3(d) or 11.2(b)(ii).

      "Subscription Proceeds" means the amounts paid or to be paid by the
      underwriters for the Class A-1 Notes under the Underwriting Agreement
      (converted into A$ pursuant to the Class A-1 Currency Swaps) and the
      amounts paid by the subscribers for the Class A-2 Notes and the Class B
      Notes under the Dealer Agreement, without taking into account in reduction
      of such amounts any fees or other amounts paid to such underwriters by or
      on behalf of the Trustee.

      "Substitute Servicer" means at any given time the entity then appointed as
      Servicer under clause 18.6.

      "Support Facilities" means the agreements or arrangements referred to in
      clause 1.7 or such other agreement or arrangement which the Trustee and
      the Manager agree is a Support Facility for the purposes of this Deed.

      "Support Facility Provider" means the person or persons providing any
      applicable Support Facility to the Trustee as trustee of the Series Trust.

      "Swap" means, as the context requires, the respective Transactions as
      defined in and entered into under the Basis Swap, the Fixed Rate Swap, the
      Class A-1 Currency Swap or all or any of the foregoing.

      "Termination Date" means the earliest of the following dates:

      (a)   the date which is 80 years after the date of the constitution of the
            Series Trust in accordance with this Deed and the Master Trust Deed;

      (b)   the date that the Trustee becomes obliged pursuant to clause 26.1(d)
            to liquidate the Assets of the Series Trust following the occurrence
            of a Potential Termination Event;

      (c)   if Securities have been issued by the Trustee, the date appointed by
            the Manager as the Termination Date by notice in writing to the
            Trustee, which must not be a date prior to the earlier of the
            following:


                                                                              32

<PAGE>

            (i)   the date that all Securities have been redeemed in full; or

            (ii)  if an Event of Default (as defined in the Security Trust Deed)
                  occurs and the Charge is enforced, the date of the final
                  distribution by the Security Trustee under the Security Trust
                  Deed; and

      (d)   if no Securities have been issued by the Trustee, the date appointed
            by the Manager as the Termination Date by notice in writing to the
            Trustee.

      "Termination Payment Date" means the date declared by the Trustee to be
      the Termination Payment Date of the Series Trust pursuant to clause 26.2
      (subject to any substitution of another date as the Termination Payment
      Date in accordance with that clause).

      "Threshold Rate" means, at any time, the minimum rate of interest that
      must be set on all Mortgage Loans (where permitted by the terms of the
      Mortgage Loan and corresponding Loan Agreement) which will be sufficient
      (assuming that all relevant parties comply with their obligations at all
      times under the Transaction Documents and the Mortgage Documents), when
      aggregated with the income produced by the rate of interest on all other
      Mortgage Loans and the income from Short-Term Authorised Investments, to
      ensure that the Trustee will have available to it sufficient Finance
      Charge Collections and Other Income Amounts to enable it to comply with
      its obligations under the Transaction Documents as they fall due.

      "Tranche" means a Class A-2 Tranche.

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

      "Trustee's Fee" means the fee payable to the Trustee on each Monthly
      Distribution Date calculated in accordance with clause 19.3.

      "Underwriting Agreement" means the Underwriting Agreement dated after the
      date of this Deed between the Trustee, the Manager, CBA and [     ], as
      representative for the Underwriters named therein pursuant to which,
      subject to the terms and conditions contained therein, the Trustee will
      agree to issue, and each of the Underwriters named therein will severally
      agree to subscribe for, the Class A-1 Notes.

      "Unpaid Interest Amount" in relation to an A$ Security and the relevant
      Monthly Distribution Date or Quarterly Distribution Date means the
      aggregate of any Interest Amounts in relation to that A$ Security
      remaining unpaid from previous applicable Monthly Distribution Dates or
      Quarterly Distribution Dates and any interest accrued but remaining unpaid
      on that A$ Security as at that Monthly Distribution Date or Quarterly
      Distribution Date pursuant to clause 5.8(b).

      "Unreimbursed Principal Chargeoffs" in relation to:

      (a)   a Class A-1 Note at any time has the same meaning as in the Class
            A-1 Note Conditions; and

      (b)   an A$ Security and the Standby Redraw Facility Principal at any time
            means the aggregate of the Principal Chargeoffs up to and including
            that time allocated to the A$ Security or the Standby Redraw
            Facility Principal (as the case may be) in accordance with clause
            9.1 less the aggregate of the Principal Chargeoff Reimbursements
            prior to that time allocated to the A$ Security or the Standby
            Redraw Facility Principal (as the case may be) in accordance with
            clause 9.2.

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


                                                                              33

<PAGE>

      "US$ Equivalent" in relation to an amount which is calculated, determined
      or expressed in A$ or which includes a component determined or expressed
      in A$ means the A$ amount or A$ component (as the case may be) multiplied
      by the US$ Exchange Rate.

      "US$ Exchange Rate" means "US$ Exchange Rate" specified in paragraph 7 of
      the confirmation for each Class A-1 Currency Swap.

      "Waiver of Set-Off" in relation to a Mortgage Loan means a provision, in
      the related Mortgage or Loan Agreement or otherwise, by which, inter alia,
      the Borrower agrees to make all payments in respect of the Mortgage Loan
      without set-off or counterclaim unless prohibited by law.

1.2   Interpretation

      In this Deed, unless the contrary intention appears:

      (a)   a reference to this Deed includes the Recitals and the Schedules;

      (b)   except in relation to "Consumer Credit Code", a reference to a
            statute, ordinance, code or other law includes regulations and other
            instruments under it and consolidations, amendments, re-enactments
            or replacements of any of them;

      (c)   a reference to a section of a statute, ordinance, code or other law
            includes any consolidation, amendment, re-enactment or replacement
            of that section;

      (d)   the singular includes the plural and vice versa and words denoting a
            gender include all other genders;

      (e)   the word "person" includes an individual, a body politic, a
            corporation and a statutory or other authority or association
            (incorporated or unincorporated);

      (f)   a reference to a person includes a reference to the person's
            executors, administrators, successors, substitutes (including,
            without limitation, persons taking by novation) and assigns;

      (g)   the word "corporation" means any body corporate wherever formed or
            incorporated including, without limiting the generality of the
            foregoing, any public authority or any instrumentality of the Crown;

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

      (i)   a reference to any thing (including, without limitation, any amount)
            is a reference to the whole or any part of it and a reference to a
            group of persons is a reference to any one or more of them;

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

      (k)   references to time are to Sydney time;

      (l)   the expression "certified" by a corporation or person means
            certified in writing by 2 Authorised Officers of the Corporation or
            by that person respectively and "certify" and like expressions will
            be construed accordingly;

      (m)   a reference to extinguish includes a reference to rights and
            interests being surrendered and released;

      (n)   a reference to a "month" is to a calendar month and unless otherwise
            specified in


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<PAGE>

      this Agreement, all references to "Quarterly Distribution Date" shall
      include the relevant Monthly Distribution Date that falls on that
      Quarterly Distribution Date;

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

      (p)   a reference to "wilful default" in relation to the Trustee, the
            Manager or the Servicer means, subject to clause 1.2(q), any wilful
            failure to comply, or wilful breach, by the Trustee, the Manager or
            the Servicer (as the case may be) of any of its obligations under
            any Transaction Document, other than a failure or breach which:

            (i)   A.    arises as a result of a breach of a Transaction Document
                        by a person other than the Trustee, the Manager or the
                        Servicer (as the case may be) or other than any person
                        referred to in clause 1.2(q) in relation to the Trustee,
                        the Manager or the Servicer (as the case may be); and

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

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

            (iii) is in accordance with a proper instruction or direction of:

                  A.    the Secured Creditors given at a meeting (or deemed
                        meeting) of Secured Creditors convened under the
                        Security Trust Deed; or

                  B.    the Investors given at a meeting (or deemed meeting)
                        convened under the Master Trust Deed;

      (q)   a reference to the "fraud", "negligence" or "wilful default" of the
            Trustee, the Manager or the Servicer means the fraud, negligence or
            wilful default of the Trustee, the Manager or the Servicer (as the
            case may be) and of its officers, employees, agents or any other
            person where the Trustee, the Manager or the Servicer (as the case
            may be) is liable for the acts or omissions of such other person
            under the terms of any Transaction Document;

      (r)   subject to clause 31.2, each party will only be considered to have
            knowledge or awareness of, or notice of, a thing or grounds to
            believe anything by virtue of the officers of that party (or any
            Related Body Corporate of that party) having 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 CBA Trust, having actual
            knowledge, actual awareness or actual notice of that thing, or
            grounds or reason to believe that thing (and similar references will
            be interpreted in this way). In addition, notice, knowledge or
            awareness of a Servicer Default, Manager Default, Trustee Default or
            Perfection of Title Event means notice, knowledge or awareness of
            the occurrence of the events or circumstances constituting the
            Servicer Default, Manager Default, Trustee Default or Perfection of
            Title Event (as the case may be);

      (s)   subject to clause 1.12 a reference to this Deed, the Master Trust
            Deed or any other deed, Agreement, document or instrument includes
            respectively this Deed, the Master Trust Deed or such other deed,
            Agreement, document or instrument as


                                                                              35

<PAGE>

            amended, novated, supplemented or replaced from time to time;

      (t)   a reference to the enforcement of the Charge means that the Security
            Trustee appoints (or the Voting Secured Creditors as contemplated by
            clause 8.4 of the Security Trust Deed appoint) a Receiver over any
            Charged Property, or takes possession of any Charged Property,
            pursuant to the Security Trust Deed (expressions used in this clause
            which are not defined in this Deed have the same meanings as in the
            Security Trust Deed);

      (u)   a reference to a clause or a Schedule is a reference to a clause or
            a Schedule of this Deed; and

      (v)   headings are inserted for convenience and do not affect the
            interpretation of this Deed.

1.3   Master Trust Deed Definitions

      Subject to clause 1.12 unless defined in this Deed, words and phrases
      defined in the Master Trust Deed have the same meaning in this Deed. Where
      there is any inconsistency in a definition between this Deed and the
      Master Trust Deed, this Deed prevails. Where words or phrases used in this
      Deed are defined in the Master Trust Deed in relation to a Series Trust
      (as defined as the Master Trust Deed) and/or an Other Trust such words or
      phrases are to be construed, where necessary, as being used only in
      relation to the Series Trust (as defined in this Deed) and/or the CBA
      Trust, as the context requires.

1.4   Business Day Convention

      (a)   (Next Business Day): When the date on or by which any act, matter or
            thing is to be done is not a Business Day, the act, matter or thing
            must (unless expressly provided otherwise) be done on the next
            Business Day.

      (b)   (Determination Dates): Clause 1.4(a) does not apply to any act,
            matter or thing to be done on a Determination Date.

1.5   Master Trust Deed Inconsistency

      In accordance with clause 1.3 of the Master Trust Deed the provisions
      contained in this Deed apply only in relation to the Series Trust. If
      there is any conflict between the provisions of this Deed and the
      provisions of the Master Trust Deed, the provisions contained in this Deed
      prevail over the provisions of the Master Trust Deed in respect of the
      Series Trust. Without limiting the generality of the foregoing, the
      provisions of the Transaction Documents (other than the Master Trust Deed)
      insofar as they apply to the Securities (as defined herein) prevail over
      any inconsistent provision in the Master Trust Deed that would otherwise
      apply to such Securities.

1.6   Exclusion of Master Trust Deed Definitions and Provisions

      (a)   (Variation of Terms): For the purposes of the Master Trust Deed (in
            so far as it applies to the Series Trust):

            (i)   "Transaction Document" means each of the following documents:

                  A.    the Master Trust Deed (in so far as it applies to the
                        Series Trust);

                  B.    this Deed;

                  C.    each document specified in clause 1.7 as a Support
                        Facility;


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<PAGE>

                  D.    the Security Trust Deed;

                  E.    the Dealer Agreement;

                  F.    the Underwriting Agreement;

                  G.    the Class A-1 Note Trust Deed;

                  H.    the Class A-1 Notes;

                  I.    the Agency Agreement; and

                  J.    any other document which is agreed by the Manager and
                        the Trustee to be a Transaction Document in relation to
                        the Series Trust;

            (ii)  a "Security" has the same meaning as in this Deed; and

            (iii) a "Securityholder" has the same meaning as in this Deed.

      (b)   (Meeting procedures): The procedures for convening a meeting of the
            Securityholders or the Class A-1 Noteholders for the purposes of
            clause 26 of the Master Trust Deed, in so far as those procedures
            apply to the Securityholders or the Class A-1 Noteholders (as the
            context requires), are varied as follows:

            (i)   if the Class A-1 Noteholders are included within the, or are
                  the only, Relevant Investors for the purposes of a meeting
                  under clause 26 of the Master Trust Deed:

                  A.    any notice of a meeting given or required to be given to
                        the Class A-1 Noteholders must also be given to the
                        Class A-1 Note Trustee;

                  B.    any notice given to Class A-1 Noteholders of a meeting
                        under clause 26 of the Master Trust Deed must be given
                        in accordance with Condition 11.1 of the Class A-1 Note
                        Conditions (in lieu of notice pursuant to clause 26.2(e)
                        of the Master Trust Deed); and

                  C.    a meeting under clause 26 of the Master Trust Deed at
                        which the Class A-1 Note Trustee is the only Relevant
                        Investor pursuant to clause 1.6(b)(ii) must not, unless
                        otherwise agreed by the Class A-1 Note Trustee, be held
                        until the Class A-1 Note Trustee has had the opportunity
                        of seeking and obtaining directions from the Class A-1
                        Noteholders regarding how the Class A-1 Note Trustee is
                        to vote at the meeting;

            (ii)  the Relevant Investors in relation to the Class A-1 Notes, for
                  the purposes of clause 26 of the Master Trust Deed, means the
                  Class A-1 Note Trustee alone, acting on behalf of the Class
                  A-1 Noteholders under the Class A-1 Note Trust Deed or, if the
                  Class A-1 Note Trustee has become bound to take steps and/or
                  to proceed under the Class A-1 Note Trust Deed and fails to do
                  so within a reasonable time and such failure is continuing,
                  the Class A-1 Noteholders;

            (iii) if the Class A-1 Note Trustee is the only Relevant Investor in
                  relation to the Class A-1 Notes pursuant to clause 1.6(b)(ii),
                  it will be regarded as a Representative holding or
                  representing all of the Class A-1 Notes for the purposes of
                  determining whether a quorum is present at such meeting,


                                                                              37

<PAGE>

                  for determining the votes to which the Class A-1 Note Trustee
                  is entitled to cast at such meeting and any other relevant
                  matter relating to such meeting;

            (iv)  if the Class A-1 Noteholders become entitled to attend a
                  meeting of Relevant Investors pursuant to clause 1.6(b)(ii),
                  the evidence of the entitlement of such Class A-1 Noteholders
                  to attend such meeting and to vote thereat, and any other
                  relevant matters, will be determined in accordance with the
                  provisions of the Class A-1 Note Trust Deed and the Agency
                  Agreement, with such amendments as determined by the Trustee
                  to be necessary; and

            (v)   if at a particular time the Class A-1 Note Trustee is or would
                  be the only Relevant Investor in respect of a meeting under
                  clause 26 of the Master Trust Deed, notwithstanding any other
                  provision of the Master Trust Deed the requirement to convene
                  such a meeting and put such issue to such meeting will be
                  satisfied if directions are sought from the Class A-1 Note
                  Trustee on the particular issue that would otherwise be put to
                  such meeting. Upon such a direction being given by the Class
                  A-1 Note Trustee, a meeting of the Relevant Investors will be
                  regarded as having been duly called, convened and held and the
                  direction will be regarded as properly passed as an
                  Extraordinary Resolution of such meeting.

      (c)   (Master Trust Deed Provisions): The following provisions of the
            Master Trust Deed will not apply to the Class A-1 Notes or the Class
            A-1 Noteholders: clauses 5.1(d), 6, 8.1, 9, 10, 23.1 and 24.4.

      (d)   (Rights of Investors): Nothing in clause 7.1(i) of the Master Trust
            Deed limits any right of Class A-1 Noteholders under the Class A-1
            Note Trust Deed to compel the Trustee, the Manager or the Class A-1
            Note Trustee to comply with their respective obligations under the
            Class A-1 Note Trust Deed.

      (e)   (Clause 16.10(a)): Clause 16.10(a) of the Master Trust Deed will not
            apply in relation to the Series Trust.

1.7   Support Facilities

      The Series Trust has the following Support Facilities:

      (a)   (Currency Swap Agreements): each Currency Swap Agreement (which is
            also a Hedge Agreement of the Series Trust for the purposes of the
            Master Trust Deed);

      (b)   (Interest Rate Swap Agreement): each Interest Rate Swap Agreement
            (which is also a Hedge Agreement of the Series Trust for the
            purposes of the Master Trust Deed);

      (c)   (Liquidity and Standby Redraw Facilities): each Liquidity Facility
            and the Standby Redraw Facility (which are each also Liquidity
            Facilities of the Series Trust for the purposes of the Master Trust
            Deed); and

      (d)   (Mortgage Insurance Policies): the Mortgage Insurance Policies
            (which are also Credit Enhancements of the Series Trust for the
            purposes of the Master Trust Deed).

1.8   Security Trust Deed

      The obligations of the Trustee under the Securities (amongst other things)
      will be secured to the Securityholders (among others) by the Security
      Trust Deed which is a Security Trust Deed relating to the Series Trust for
      the purposes of the Master Trust Deed.


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<PAGE>

1.9   Nominated Seller and Nominated Servicer

      For the purposes of the Master Trust Deed the Nominated Seller in relation
      to the Series Trust is each of the Sellers (namely, CBA and Colonial State
      Bank), and the Nominated Servicer in relation to the Series Trust for the
      purposes of the Master Trust Deed is the Servicer.

1.10  Binding on Securityholders and the Residual Unitholder

      This Deed is binding on each Securityholder and the Residual Unitholder as
      if each was originally a party to this Deed.

1.11  Relationship between Trustee and Securityholders

      The obligations of the Trustee to the Securityholders expressed in this
      Deed or the Master Trust Deed, in so far as the Master Trust Deed relates
      to the Series Trust, are contractual obligations only and do not create
      any relationship of trustee or fiduciary between the Trustee and the
      Securityholders.

1.12  Incorporated Definitions and other Transaction Documents and provisions

      Where in this Deed a word or expression is defined by reference to its
      meaning in another Transaction Document or there is a reference to another
      Transaction Document or to a provision of another Transaction Document,
      any amendment to the meaning of that word or expression or to that other
      Transaction Document or provision (as the case may be) will be of no
      effect for the purposes of this Deed unless and until the amendment is
      consented to by the parties to this Deed (construed in the absence of
      clause 1.10).

1.13  Indemnity from Colonial State Bank

      Colonial State Bank acknowledges that certain representations, warranties,
      undertakings and indemnities are given by CBA under the Transaction
      Documents in relation to:

      (a)   Assets of the Series Trust (including Mortgage Loans) that were
            assigned to the Trustee by Colonial State Bank; and

      (b)   Mortgage Loans (and related Mortgage Loan Rights, including without
            limitation, security granted by the Borrower) which are or may be
            legally owned by Colonial State Bank; and

      (c)   actions or potential activities of Colonial State Bank (including
            breaches by Colonial State Bank of the Transaction Documents),

      and Colonial State Bank indemnifies CBA against all loss, costs, damages,
      charges and expenses incurred by CBA in relation to the matters referred
      to in (a)-(c) above.

--------------------------------------------------------------------------------
2.    The CBA Trust

2.1   Constitution of CBA Trust

      The CBA Trust is constituted upon:

      (a)   (Execution of this Deed): the execution of this Deed by the Trustee,
            the Manager, the Servicer and each Seller; and

      (b)   (Payment of $100): the payment of the sum of $100 by or on behalf of
            each Seller to the Trustee (the receipt of which the Trustee
            acknowledges by executing this Deed).


                                                                              39

<PAGE>

2.2   Declaration of Trust for the CBA Trust

      The Trustee declares that it will hold all the right, title and interest
      in, to and under the $200 referred to in clause 2.1(b) and any further CBA
      Trust Asset on trust for the Relevant Seller in accordance with this
      clause 2 and subject to the trusts and other terms and conditions of this
      Deed.

2.3   Name of the CBA Trust

      The CBA Trust will be known as the "CBA Series [    ] Trust" or such other
      name from time to time agreed between the Trustee and the Sellers (subject
      to any approvals required by law).

2.4   Entitlement of Sellers to the CBA Trust

      The beneficial interest in the CBA Trust is vested absolutely in the
      Sellers, in accordance with clause 2.2.

2.5   Bare Trust

      The Trustee holds each CBA Trust Asset attributable to a Relevant Seller
      on bare trust for that Relevant Seller, in accordance with clause 2.2.

2.6   Duration of the CBA Trust

      The CBA Trust commences on the date of its constitution as referred to in
      this Deed and ends on its Termination Date (as if every reference in the
      definition of this term in clause 1.1 of the Master Trust Deed to a Series
      Trust was to the CBA Trust).

2.7   Early Termination of the CBA Trust

      Immediately upon the termination of the Series Trust, the Sellers must
      notify the Trustee that the CBA Trust is to be terminated. Upon receipt of
      that notice, the Trustee must promptly terminate the CBA Trust.

2.8   Dealing with CBA Trust Assets of the Series Trust

      Subject to the terms of this Deed:

      (a)   (Sellers may deal with CBA Trust Assets): each Relevant Seller is
            entitled to deal with the Relevant CBA Trust Assets in its absolute
            discretion; and

      (b)   (Trustee may only deal with CBA Trust Assets as directed by Seller):

            (i)   the Trustee must not deal with the Relevant CBA Trust Assets
                  other than in accordance with directions given by the Relevant
                  Seller from time to time; and

            (ii)  the Trustee must act in accordance with any direction given to
                  it by a Relevant Seller in respect of the Relevant CBA Trust
                  Assets,

      save that, in either case, the Trustee is not obliged to act in accordance
      with the directions of a Relevant Seller where to do so would be illegal
      or result in the Trustee's exposure to a risk of personal liability where
      the Trustee is not satisfied, in its absolute discretion, that the
      Relevant Seller will be able to reimburse the Trustee in accordance with
      clause 2.15.

2.9   Proceeds

      (a)   (Seller may retain proceeds): A Relevant Seller may retain any
            proceeds received by it from the Relevant CBA Trust Assets.


                                                                              40

<PAGE>

      (b)   (Trustee must pay proceeds to Relevant Seller): Subject to clause
            7.3(d)(i), the Trustee must immediately pay to the Relevant Seller
            (or otherwise pay as the Relevant Seller directs) any proceeds the
            Trustee receives in respect of the Relevant CBA Trust Assets.

      (c)   (Relevant Seller's receipt good discharge): The receipt of amounts
            by a Relevant Seller pursuant to clauses 2.9(a) and (b) constitutes
            a good discharge to the Trustee.

2.10  CBA Trust Not Part of Assets of the Series Trust

      (a)   (CBA Trust Assets not part of the Series Trust): The Trustee's
            right, title and interest in the CBA Trust Assets do not form part
            of the Assets of the Series Trust.

      (b)   (Trustee must account for CBA Trust Assets): The Trustee must
            account for the CBA Trust Assets and each of the trusts established
            pursuant to clause 2.5 separately from one another and each such
            trust separately from the Assets of the Series Trust.

      (c)   (Liabilities): The Trustee must not apply the Assets of the Series
            Trust to meet any liabilities of the CBA Trust (or either of the two
            trusts comprised therein) and the Trustee must not apply the CBA
            Trust Assets to meet any Liabilities of the Series Trust.

      (d)   (No co-mingling): The Trustee must not co-mingle any money held by
            the Trustee in respect of the Series Trust with any money held by
            the Trustee in respect of the CBA Trust (or either of the two trusts
            comprised therein) (and vice versa).

2.11  Shared Securities

      (a)   (Not sell etc. Shared Securities): The Trustee must not, and the
            Manager must not direct the Trustee to, sell, transfer or grant any
            Security Interest over any Shared Security which is held by it
            partly as trustee for the Series Trust and partly by it as trustee
            for the CBA Trust without notifying the relevant transferee or
            holder of the Security Interest of the existence of the interest of
            the Relevant Seller as beneficiary of the CBA Trust in that Shared
            Security.

      (b)   (Power to lodge Caveats): Each Relevant Seller has the power to
            lodge a Caveat over any Shared Security in which it has an interest
            where the Trustee has sold, transferred or granted any Security
            Interest or the Relevant Seller reasonably believes that the Trustee
            will sell, transfer or grant any Security Interest over any such
            Shared Security in breach of clause 2.11(a).

2.12  Trustee's Duties

      The Trustee owes no fiduciary or other duties to the Sellers in respect of
      the CBA Trust Assets other than pursuant to clauses 2.8, 2.9(b), 2.10 and
      7.3 and, in any event, is not liable in any manner whatsoever to a Seller
      for any loss to the Relevant CBA Trust Assets as a result of acting on the
      direction of the Relevant Seller or for not acting as a result of the
      Relevant Seller failing to give any direction to the Trustee or for
      otherwise acting in accordance with this Deed.

2.13  Substitute Trustee

      (a)   (Substitute Trustee): Any Substitute Trustee (other than the Manager
            when acting as Trustee) must be approved by each Seller which
            approval is not to be unreasonably withheld or delayed.

      (b)   (Retirement or removal of the Trustee from the CBA Trust): The
            provisions of clause 19 of the Master Trust Deed apply with
            necessary modifications to the CBA


                                                                              41

<PAGE>

            Trust as if every reference in such clause to:

            (i)   a Series Trust or the Series Trusts included a reference to
                  the CBA Trust; and

            (ii)  as if every reference to the "Manager" was a reference to both
                  Sellers.

      (c)   (CBA Trust Assets to Vest in Substitute Trustee): Upon the
            retirement or removal of the Trustee as trustee of the Series Trust
            in accordance with the Master Trust Deed, the Trustee must vest the
            CBA Trust Assets, or cause them to be vested, in the Substitute
            Trustee and must deliver to the Substitute Trustee (or to the
            Manager if it is acting as Trustee) all books, documents, records
            and other property whatsoever in its possession (if any) relating to
            the CBA Trust. The costs and expenses of this are to be paid by the
            Sellers.

2.14  Transfer of the CBA Trust Assets to Seller on termination of CBA Trust

      On the termination of the CBA Trust, the Trustee is deemed to offer to
      immediately transfer the CBA Trust Assets to the Relevant Sellers (so that
      each Relevant Seller is deemed to receive an offer to accept an assignment
      or other transfer of the Relevant CBA Trust Assets). A Relevant Seller can
      accept such offer only by an Authorised Officer of the Relevant Seller
      accepting such offer orally (including by way of telephone) communicated
      to an Authorised Officer of the Trustee. The Trustee must execute and
      deliver to the Relevant Seller such instruments as the Relevant Seller
      reasonably requests to vest in the Relevant Seller all right, title and
      interest of the Trustee in the Relevant CBA Trust Assets of the Series
      Trust.

2.15  Seller Indemnity

      (a)   (CBA Trust): Subject to clause 2.15(b), but without limiting any
            indemnity to which the Trustee is otherwise entitled at general law,
            each Relevant Seller unconditionally and irrevocably indemnifies the
            Trustee in respect of, and agrees to pay within 5 Business Days of
            receipt of a written demand from the Trustee:

            (i)   any liability incurred by the Trustee as a result of the
                  Trustee complying with any directions by the Relevant Seller
                  in accordance with clause 2.8 or not acting as a result of the
                  Relevant Seller failing to give any direction to the Trustee;

            (ii)  any liability incurred by the Trustee in connection with the
                  transfer of any CBA Trust Asset to the Relevant Seller
                  (including, but not limited to, stamp duties and Taxes payable
                  in connection with such transfer); and

            (iii) all other costs, charges, Taxes, expenses and liabilities
                  incurred by the Trustee in respect of the CBA Trust in
                  accordance with this clause 2, clause 7.7 or clause 7.8.

      (b)   (Limitation of Seller indemnity): A Relevant Seller's obligations
            under clause 2.15(a) to indemnify and reimburse the Trustee do not
            apply to the extent that such liabilities, costs, charges, Taxes,
            stamp duties or expenses arise as a result of the Trustee's
            negligence, fraud or wilful default.

2.16  Limitation of Liability

      The Trustee enters into this Deed in its capacity as trustee of the CBA
      Trust (in addition to entering into this Deed in its capacity as trustee
      of the Series Trust). A liability arising under or in connection with this
      Deed and the CBA Trust can be enforced against the Trustee only to the
      extent to which it can be satisfied out of the CBA Trust Assets out of
      which the Trustee is actually indemnified for the liability. This clause
      will not apply to any obligation or liability of


                                                                              42

<PAGE>

      the Trustee in respect of the CBA Trust to the extent that it is not
      satisfied because, under this Deed or by operation of law, there is a
      reduction in the extent of the Trustee's indemnification out of the CBA
      Trust Assets as a result of the Trustee's fraud, negligence or wilful
      default.

--------------------------------------------------------------------------------
3.    Unit in the Series Trust

3.1   Beneficial Interest Represented by a Single Unit

      The beneficial interest in the Series Trust is represented by a single
      unit to be known as the Residual Unit.

3.2   Initial Holder of the Residual Unit

      The initial holder of the Residual Unit in the Series Trust is CBA.

3.3   Registration of CBA as Initial Residual Unitholder

      Immediately upon the execution of this Deed, the Trustee must enter CBA
      into the Register of the Series Trust as the initial Residual Unitholder
      in the Series Trust and must issue to CBA a Unit Certificate in respect of
      such Residual Unit.

3.4   Form of Unit Certificate

      The initial form of the Unit Certificate for the Residual Unit is as set
      out in Schedule 9.

3.5   Form of Unit Transfer

      The form of the Unit Transfer for the Residual Unit may be agreed from
      time to time between the then Residual Unitholder, the Manager and the
      Trustee (acting reasonably).

3.6   Additional Capital Subscription

      The Residual Unitholder may, on or prior to the Closing Date, invest
      amounts by way of an increase in the capital of the Series Trust
      represented by the Residual Unit by paying such amounts to the Trustee or
      as the Trustee, upon the written instruction of the Manager, directs.

3.7   No Other Relationship

      Nothing in this Deed constitutes either the Trustee, the Manager or the
      Servicer as the agent of the Residual Unitholder nor creates any
      relationship between the Residual Unitholder on the one hand and the
      Manager (other than as Manager), the Servicer (other than as Servicer) or
      the Trustee (other than as Trustee) on the other.

--------------------------------------------------------------------------------
4.    Assignment of Mortgage Loan Rights

4.1   Approved Financial Assets of the Series Trust

      The nature of the Approved Financial Assets that may be acquired by the
      Trustee for the purposes of the Master Trust Deed are Mortgage Loan
      Rights.

4.2   Sale Notice

      If a Seller wishes to offer to assign to the Trustee, on the terms of this
      Deed, its right, title and interest in any Mortgage Loan Rights, the
      Relevant Seller is only entitled to do so by giving to the Trustee (with a
      copy to the Manager) a Sale Notice in relation to those Mortgage Loan
      Rights 5 Business Days (or such other period as the Relevant Seller has
      agreed with the Trustee and the Manager) before the date specified in the
      Sale Notice as the Closing Date.


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<PAGE>

4.3   Requirements of Sale Notice

      A Sale Notice must:

      (a)   (State that it is a Sale Notice): state that it is a Sale Notice
            pursuant to clause 4.2 and that it relates to the Series Trust;

      (b)   (Timing): not be issued:

            (i)   until at least 1 Business Day after the Series Trust has been
                  constituted; or

            (ii)  after the Termination Date in respect of the Series Trust;

      (c)   (Be delivered): be delivered to the Trustee and copied to the
            Manager;

      (d)   (Schedule of Mortgage Loans): be accompanied by a schedule of the
            Mortgage Loans offered to be assigned to the Trustee that contains
            the information required by clause 4.4;

      (e)   (Closing Date): state the proposed Closing Date (which, unless
            otherwise agreed by the Trustee in writing, must be at least 5
            Business Days after the date of the receipt by the Trustee of the
            Sale Notice);

      (f)   (Cut-Off Date): state the Cut-Off Date (which, unless otherwise
            agreed by the Trustee in writing, must be at least 10 Business Days
            before the Closing Date); and

      (g)   (Authorised Officer): be signed by an Authorised Officer of the
            Relevant Seller.

4.4   Mortgage Loan Schedule

      The schedule required by clause 4.3(d) to accompany the Sale Notice must
      contain the following details in respect of each Mortgage Loan as at the
      commencement of business on the Cut-Off Date:

      (a)   (Name and address): the name and address of the Borrower under the
            Mortgage Loan (as recorded in the Seller's records in accordance
            with the Servicing Standards) and the address of the property
            secured by each Mortgage;

      (b)   (Account number): the account number of the Mortgage Loan;

      (c)   (Amount outstanding): the principal amount outstanding, and accrued
            interest, under the Mortgage Loan; and

      (d)   (LVR): the Loan to Value Ratio of the Mortgage Loan.

4.5   Sale Notice Constitutes an Offer

      A Sale Notice constitutes an offer by the Relevant Seller to assign to the
      Trustee with effect from the commencement of business on the Cut-Off Date
      and subject to the terms of this Deed and the Master Trust Deed the
      Relevant Seller's entire right, title and interest in, to and under the
      following:

      (a)   (Mortgage Loans): each Mortgage Loan identified in the schedule
            accompanying the Sale Notice;

      (b)   (Other Loans): all Other Loans in existence from time to time in
            relation to the above Mortgage Loans;

      (c)   (Mortgages): all Mortgages in existence from time to time in
            relation to the above


                                                                              44

<PAGE>

            Mortgage Loans;

      (d)   (Collateral Securities): all Collateral Securities in existence from
            time to time in relation to the above Mortgage Loans;

      (e)   (Mortgage Insurance Policy): all Mortgage Insurance Policies as at
            the commencement of business on the Cut-Off Date (other than the
            [      ] Mortgage Insurance Policy);

      (f)   (Mortgage Receivables): all Mortgage Receivables in existence from
            time to time in relation to the above Mortgage Loans; and

      (g)   (Mortgage Documents): all Mortgage Documents in existence from time
            to time in relation to the above Mortgage Loans.

4.6   Sale Notice Revocable

      A Sale Notice is revocable by the Relevant Seller, by notice received by
      the Trustee (and copied to the Manager) prior to the close of business
      (Sydney time) 4 Business Days before the proposed Closing Date. If no such
      notice is received by the Trustee and the Manager by that time, the Sale
      Notice is then irrevocable.

4.7   Acceptance of Offer

      The offer contained in the Sale Notice may be accepted by the Trustee only
      in accordance with this clause 4.

4.8   Timing of Acceptance

      (a)   (Means of acceptance): The Trustee will, if so directed by the
            Manager in writing, accept the offer contained in a Sale Notice at
            any time after 10.00 a.m. and before 3.30 p.m. (or between such
            other times as may be agreed by the Trustee and the Relevant Seller)
            on the Closing Date by, and only by, the Trustee paying, or causing
            payment of, the Consideration to the Relevant Seller in cleared and
            immediately available funds.

      (b)   (No further acts required): The Trustee is not required to do any
            further act, matter or thing to accept the offer contained in the
            Sale Notice.

4.9   Seller Not Obliged to Make, and Trustee Not Obliged to Accept, Offer

      Notwithstanding satisfaction of all relevant conditions precedent or any
      negotiations undertaken between the Relevant Seller and the Trustee prior
      to any acceptance by the Trustee of the offer contained in a Sale Notice:

      (a)   (Seller not obliged to make offer): the Relevant Seller is not
            obliged to issue the Sale Notice and the Trustee is not obliged to
            accept the offer contained in the Sale Notice and no contract for
            the sale or purchase of any Mortgage Loan Rights will arise unless
            and until the Trustee accepts the offer contained in the Sale Notice
            in accordance with this clause 4; and

      (b)   (Trustee acquires no rights until offer irrevocable): the Trustee
            acquires no rights against the Relevant Seller or the Servicer in
            respect of the Mortgage Loan Rights specified in the Sale Notice
            until such time as the Sale Notice (if issued) becomes irrevocable.

4.10  Can Only Accept all Mortgage Loan Rights in Loan Pool

      The offer contained in a Sale Notice may only be accepted in relation to
      all the Mortgage Loan


                                                                              45

<PAGE>

      Rights specified in that Sale Notice.

4.11  Effect of Acceptance

      Acceptance, in accordance with this Deed, of the offer contained in the
      Sale Notice constitutes an immediate assignment with effect from the
      commencement of business on the Cut-Off Date of the Relevant Seller's
      entire right, title and interest in the Mortgage Loan Rights. The
      Trustee's right, title and interest in such Mortgage Loan Rights is at all
      times subject to the terms of this Deed and the Master Trust Deed.

4.12  Sale in Equity Only

      (a)   (Assignment in equity): An assignment of Mortgage Loan Rights in
            accordance with this Deed takes effect initially in equity only.

      (b)   (Trustee must not communicate, disclose or perfect title): The
            Trustee must not:

            (i)   take any steps to perfect its legal title to the Mortgage Loan
                  Rights;

            (ii)  give any notice to, or communicate in any other way with, a
                  Borrower or the provider of any Collateral Security; or

            (iii) disseminate or disclose any information in respect of the
                  assignment of the Mortgage Loan Rights,

            except in accordance with the terms of this Deed.

4.13  Sale Not to Amount to Assumption of Obligations

      An assignment of Mortgage Loan Rights in accordance with this Deed, and
      the acceptance of the Sale Notice, does not constitute an assumption by
      the Trustee, the Servicer, the Manager or any Securityholder of any
      obligation of the Relevant Seller or any other person pursuant to, or in
      connection with, the Mortgage Loan Rights or any other obligation of the
      Relevant Seller to the Borrower or any other party pursuant to, or in
      connection with, the Mortgage Documents.

4.14  Future Advances

      Without limiting the generality of clause 4.13, the Relevant Seller
      retains the obligation to make such further advances or provide such other
      financial accommodation as the Relevant Seller was required to make under
      the terms of the relevant Mortgage Loan prior to the Cut-Off Date for that
      Mortgage Loan.

4.15  Future Receivables

      Without limiting the effect of any assignment of any Mortgage Loan
      occurring on the Trustee accepting the Sale Notice but subject to clauses
      4.13 and 4.14, the Relevant Seller's right, title and interest in respect
      of any Mortgage Loan Rights arising, and any Mortgage Documents entered
      into, on or after the Cut-Off Date, form part of the rights assigned to
      the Trustee (to be held subject to the terms of the Master Trust Deed and
      this Deed) and, immediately following creation (including, without
      limitation, Mortgage Loan Rights created by the making of any further
      advance or the provision of any financial accommodation under the terms of
      a Mortgage Loan), vest in the Trustee in accordance with the assignment of
      that Mortgage Loan pursuant to this Deed.

4.16  Power to Acquire Mortgage Loans in Arrears

      In accordance with clause 16.4(v) of the Master Trust Deed, the parties
      expressly agree that the Trustee has the power to acquire Mortgage Loans
      as Assets of the Series Trust notwithstanding that payments due from
      Borrowers under such Mortgage Loans are in arrears as at the date of


                                                                              46

<PAGE>

      their acquisition by the Trustee.

4.17  Trustee Bound by Priority Agreements

      Where a Relevant Seller has entered into a priority agreement with a
      subsequent mortgagee of Land the subject of a Mortgage or Collateral
      Security assigned to the Trustee under clause 4.11 the Trustee agrees for
      the benefit of any such subsequent mortgagee to be bound by the provisions
      of any such priority agreement.

      In this clause 4.17 "priority agreement" means any agreement between a
      Relevant Seller and a subsequent mortgagee of Land the subject of a
      Mortgage or Collateral Security:

      (a)   under which the Relevant Seller and the subsequent mortgagee agree
            to a ranking of their respective securities over the said Land which
            provides for the Relevant Seller's security to be a first ranking
            security to an agreed amount and the subsequent mortgagee's security
            to be a second ranking security; and

      (b)   whose sole subject matter is the agreement as to ranking referred to
            in (a) above and matters ordinarily incidental thereto.

--------------------------------------------------------------------------------
5.    The Securities

5.1   Securities divided into Classes

      The Securities are divided into four Classes as follows:

      (a)   the Class A-1 Notes;

      (b)   the Class A-2 Notes (including any Class A-2 Tranches);

      (c)   the Class B Notes; and

      (d)   the Redraw Bonds.

5.2   Form, constituent documents and denomination of the Securities

      (a)   (Class A-1 Note): The Class A-1 Notes will be in registered form,
            without coupons; upon issue, will be represented by 3 or more Class
            A-1 Book Entry Notes (as defined in the Class A-1 Note Trust Deed)
            (and interests in such Class A-1 Book Entry Notes may be exchanged
            for Class A-1 Definitive Notes (as defined in the Class A-1 Note
            Trust Deed) in the circumstances set out in clause 3.4(a) of the
            Class A-1 Note Trust Deed); will be constituted, issued and
            authenticated pursuant to the Class A-1 Note Trust Deed and will be
            denominated in US dollars.

      (b)   (A$ Securities): The A$ Securities will, upon issue, be in the form
            of registered debt securities, will be constituted pursuant to the
            Master Trust Deed and this Deed and will be denominated in
            Australian dollars.

5.3   Trustee must Issue the Notes

      Subject to the satisfaction of all conditions precedent in respect thereof
      in the Transaction Documents, the Trustee on the Closing Date must issue:

      (a)   (Class A-1 Notes): the Class A-1 Notes in accordance with the Class
            A-1 Note Trust Deed and the Underwriting Agreement; and

      (b)   (Class A-2 and B Notes): the Class A-2 Notes and the Class B Notes
            in accordance with this Deed and the Dealer Agreement.


                                                                              47

<PAGE>

5.4   Issue of Redraw Bonds

      If the Trustee receives:

      (a)   (Notice under Clause 8.4): a notice from the Manager pursuant to
            clause 8.4(a); and

      (b)   (No downgrade): written confirmation from each of the Rating
            Agencies that the proposed issue of Redraw Bonds will not result in
            a reduction, qualification or withdrawal of any then current credit
            rating assigned by it to a Security,

      the Trustee must issue Redraw Bonds up to the amount specified in the
      notice on the date for issue of the Redraw Bonds referred to in the
      notice.

5.5   Initial Invested Amount of the Securities

      (a)   (Class A-1 Notes): Each Class A-1 Note on its issue will have an
            Initial Invested Amount as set out on the face of that Class A-1
            Note and will be issued at par value.

      (b)   (A$ Securities): Each A$ Security on its issue will have an Initial
            Invested Amount of A$100,000 and will be issued at par value.

5.6   Interest on the Securities

      (a)   (Class A-1 Notes): Each Class A-1 Note will accrue interest and such
            interest will be payable on each Quarterly Distribution Date in
            accordance with the Class A-1 Note Conditions.

      (b)   (A$ Securities):

            (i)   Each A$ Security will accrue interest from (and including) its
                  Issue Date and will cease to accrue interest from (and
                  including) the earlier of:

                  A.    the date on which the Stated Amount of the A$ Security
                        is reduced to zero and all accrued interest in respect
                        of the A$ Security is paid in full; and

                  B.    the date on which the A$ Security is deemed to be repaid
                        in accordance with clause 5.7(b)(iv).

            (ii)  Interest on each A$ Security for its respective Accrual
                  Periods will accrue on a daily basis at the product of the
                  Interest Rate applicable to that A$ Security and the Invested
                  Amount of the A$ Security at the close of business on the
                  first day of the relevant Accrual Period and will be
                  calculated on a daily basis and based on a 365 day year.

            (iii) Interest so calculated on an A$ Security will, subject to this
                  Deed, be payable in arrears on each Quarterly Distribution
                  Date (in the case of Class B Notes) or Monthly Distribution
                  Date (in the case of Class A-2 Notes or Redraw Bonds).

5.7   Redemption of the Securities

      (a)   (Class A-1 Notes): The Class A-1 Notes will be redeemed (or deemed
            to be redeemed) in accordance with the Class A-1 Note Conditions.

      (b)   (A$ Securities):

            (i)   Unless previously redeemed in full, the Trustee will, subject
                  to this


                                                                              48

<PAGE>

                  Deed, redeem each A$ Security at its then Stated Amount,
                  together with all accrued but unpaid interest, on the
                  Scheduled Maturity Date.

            (ii)  Subject to clauses 5.7(b)(iii) and (iv), on each Monthly
                  Distribution Date referred to in clause 10.5, an A$ Security
                  will be redeemed (either in whole or in part as the context
                  requires) to the extent that any moneys are applied by the
                  Trustee pursuant to clause 10.5 to that A$ Security.

            (iii) Unless previously redeemed in full, the Trustee must redeem
                  all, but not some only, of the A$ Securities, when required to
                  do so in accordance with, and for the amount required under,
                  Conditions 7.3 and 7.4 of the Class A-1 Note Conditions.

            (iv)  Upon a final distribution being made in respect of an A$
                  Security under clause 26.12 of this Deed or clause 13.1 of the
                  Security Trust Deed, each A$ Security will thereupon be deemed
                  to be redeemed and discharged in full and any obligation to
                  pay any accrued but unpaid interest and any then unpaid,
                  Stated Amount, Invested Amount or any other amounts in
                  relation to the A$ Security will be extinguished in full.

            (v)   Subject to clause 5.7(b)(iii), no amount of principal will be
                  repaid in respect of an A$ Security in excess of the Stated
                  Amount of that A$ Security.

5.8   Interest on Overdue Interest on the Securities

      (a)   (Class A-1 Notes): If interest is not paid in respect of a Class A-1
            Note on the date when due and payable in accordance with the Class
            A-1 Note Conditions, the unpaid interest will in turn bear interest
            in accordance with the Class A-1 Note Conditions.

      (b)   (A$ Securities): If interest is not paid in respect of an A$
            Security on the date when due and payable in accordance with this
            Deed (but without regard to any limitation herein contained) that
            unpaid interest will in turn bear interest at the Interest Rate from
            time to time applicable on that A$ Security until (but excluding)
            the date on which the unpaid interest, and interest on it, is paid
            in accordance with clauses 10.2A and 10.2B.

5.9   Rounding of Payments on the Securities

      (a)   (Class A-1 Notes): All payments in respect of the Class A-1 Notes
            will be rounded in accordance with the Class A-1 Note Conditions.

      (b)   (A$ Securities): All payments in respect of the A$ Securities will
            be rounded down to the nearest cent.

5.10  Ranking of Securities

      (a)   (Ranking): The Securities enjoy the same rights, entitlements,
            benefits and restrictions, except as expressly provided in this
            Deed, the Master Trust Deed, the Class A-1 Note Trust Deed, the
            Class A-1 Notes and the Security Trust Deed.

      (b)   (Class A-2 Tranche Rankings): Repayments of principal in relation to
            any Class A-2 Note shall be made on the relevant Monthly
            Distribution Date in the following order:

            (i)   first, to Class A-2 Tranche 1 Noteholders; and

            (ii)  second, to the Class A-2 Tranche 2 Noteholders;


                                                                              49

<PAGE>

                  until the Stated Amount of each Tranche of the Class A-2 Notes
                  is reduced to zero provided that the Stated Amount of any
                  prior-ranking Class A-2 Tranche is paid prior to the Stated
                  Amount of any subsequent-ranking Class A-2 Tranche.

5.11  Transfer of Securities

      (a)   (Master Trust Deed): Clause 10.4(a) of the Master Trust Deed does
            not apply to the Securities.

      (b)   (Transfer of A$ Securities in accordance with Corporations Law): A
            Securityholder is only entitled to transfer an A$ Security if the
            offer of the A$ Security for sale, or the invitation to purchase the
            A$ Security, to the proposed transferee by the Securityholder is an
            offer or invitation that does not need disclosure to investors under
            Part 6D.2 of Chapter 6 of the Corporations Law and otherwise
            complies with the Corporations Law.

      (c)   (Regulation S): An A$ Security may not be offered or sold within the
            United States of America or to, or for the account or benefit of, US
            persons except in accordance with Regulation S under the Securities
            Act or pursuant to an exemption from the registration requirements
            of the Securities Act. Terms used in this clause 5.11(c) have the
            meaning given to them by Regulation S under the Securities Act.

5.12  Accruals for Income and Principal Carryover Amounts

      On each Monthly Distribution Date that is not also a Quarterly
      Distribution Date the Manager must direct the Trustee to retain in the
      Collections Account or invest in Authorised Short-Term Investments until
      the next Monthly Distribution Date, and the Trustee must so retain or
      invest, to the extent of the funds available for this purpose in
      accordance with clauses 10.2A, 10.2B and 10.3, an amount equal to the
      aggregate of:

      (a)   the Income Carryover Amount for that Accrual Period;

      (b)   the Class A-1 Principal Carryover Amount (if any); and

      (c)   the Class B Principal Carryover Amount (if any).

--------------------------------------------------------------------------------
6.    Conditions precedent to acceptance of Sale Notice and issue of Notes

6.1   General Conditions Precedent

      The Trustee must receive each of the following documents before it can
      accept an offer contained in a Sale Notice (if issued by a Seller) or
      issue the Notes:

      (a)   (Standby Redraw Facility): an executed original counterpart of the
            Standby Redraw Facility Agreement together with a letter from the
            Standby Provider confirming that all conditions precedent to the
            Standby Redraw Facility have been received in a form and substance
            satisfactory to it;

      (b)   (Liquidity Facility): an executed original counterpart of the
            Liquidity Facility Agreement, together with a letter from the
            Liquidity Provider confirming that all conditions precedent to the
            Liquidity Facility have been received by it in form and substance
            satisfactory to it;

      (c)   (Interest Rate Swap Agreement): an executed original counterpart of
            the Interest Rate Swap Agreement together with a letter from the
            Interest Rate Swap Provider confirming that all conditions precedent
            to the Interest Rate Swap Agreement have


                                                                              50

<PAGE>

            been received in form and substance satisfactory to it;

      (d)   (Currency Swap Agreements): an executed original counterpart of each
            initial Currency Swap Agreement, together with a letter from each
            initial Currency Swap Provider confirming that all conditions
            precedent to its Currency Swap Agreement have been received by it in
            form and substance satisfactory to it.

      (e)   (Security Trust Deed): an executed original counterpart of the
            Security Trust Deed;

      (f)   (Class A-1 Note Trust Deed): an executed original counterpart of the
            Class A-1 Note Trust Deed;

      (g)   (Agency Agreement): an executed original counterpart of the Agency
            Agreement;

      (h)   (Dealer Agreement and Underwriting Agreement): an executed original
            counterpart of the Dealer Agreement and the Underwriting Agreement;

      (i)   (PMI Mortgage Insurance Policy): an executed original counterpart of
            the PMI Mortgage Insurance Policy together with a letter from PMI
            confirming that it has accepted for insurance under the PMI Mortgage
            Insurance Policy the Mortgage Loans referred to in the certificate
            attached to the letter and that the Trustee has paid the premium in
            respect of the PMI Mortgage Insurance Policy;

      (j)   (Computer diskette): a computer diskette from the Relevant Seller in
            a form agreed between the Relevant Seller and the Trustee
            containing:

            (i)   a list of all of the offices at which the Mortgage Documents
                  relating to the Mortgage Loans are retained, showing the
                  street address and telephone number of the relevant office;

            (ii)  the surname and address of the Borrower under each Mortgage
                  Loan;

            (iii) the account number of each Mortgage Loan;

            (iv)  the street address of the Land which is the subject of the
                  Mortgage relating to each Mortgage Loan; and

            (v)   such other information in respect of the Mortgage Loans as is
                  agreed between the Relevant Seller and the Trustee;

      (k)   (Letter explaining identification methodology): a letter from the
            Relevant Seller which explains (in a manner satisfactory to the
            Trustee) how the security packages containing the Mortgage Documents
            are marked or segregated so as to enable the Trustee to identify
            those security packages when at the premises of the Servicer where
            the security packages are stored;

      (l)   (Seller letter): a letter (copied to the Rating Agencies) from the
            Relevant Seller which, in a manner satisfactory to the Trustee,
            explains how the Mortgage Loans are marked on the Mortgage Loan
            System so that those Mortgage Loans, if necessary, can be separately
            identified by the Trustee;

      (m)   (Confirmation from Rating Agencies): confirmation from each of the
            Rating Agencies that the Class A Notes have been assigned a
            provisional rating of AAA (in the case of S&P), Aaa (in the case of
            Moody's) and AAA in the case of Fitch and the Class B Notes have
            been assigned a provisional rating of AA- (in the case of S&P) and
            AA (in the case of Fitch);


                                                                              51

<PAGE>

      (n)   (Powers of attorney):

            (i)   10 originals of a power of attorney from the Relevant Seller
                  in favour of the Trustee substantially in the form contained
                  in Schedule 2 or in such other form or such other number of
                  copies as is required to enable registration of such power of
                  attorney in each State and Territory of Australia in which
                  registration is necessary or desirable (other than Queensland
                  or Western Australia);

            (ii)  2 originals of a power of attorney from the Relevant Seller in
                  favour of the Trustee substantially in the form contained in
                  Schedule 3 or in such other form as is required to enable
                  registration of such power of attorney in Queensland;

            (iii) 2 originals of a power of attorney from the Relevant Seller in
                  favour of the Trustee substantially in the form contained in
                  Schedule 4 or in such other form as is required to enable
                  registration of such power of attorney in Western Australia;
                  and

            (iv)  2 originals of a power of attorney from Colonial State Bank in
                  favour of the Servicer in its role as Custodian only and
                  substantially in the form contained in Schedule 11 (or such
                  other form as the Servicer may reasonably require in relation
                  to its custodial duties hereunder);

      (o)   (Authorised Officers): a certificate setting out in full the name
            and specimen signature of each Authorised Officer of the Manager and
            the Servicer (also in its capacity as a Seller);

      (p)   (Legal opinions): legal opinions from:

            (i)   Clayton Utz:

                  A.    as to, amongst other things, the validity and
                        enforceability of the obligations of the Relevant
                        Seller, the initial Servicer and the initial Manager
                        under the Transaction Documents, or those parts of the
                        Transaction Documents, expressed to be governed by
                        Australian law;

                  B.    as to the tax and stamp duty implications of the Series
                        Trust and the transactions contemplated by the
                        Transaction Documents; and

            (ii)  Mallesons Stephen Jaques as to the validity and enforceability
                  of the obligations of the Trustee and the Security Trustee
                  under the Transaction Documents;

            (iii) [Hickson Wisewoulds] as to the validity and enforceability of
                  the obligations of PMI under the PMI Mortgage Insurance
                  Policy;

            (iv)  Mayer Brown & Platt as to, amongst other things, the validity
                  and enforceability of the obligations of the Relevant Seller
                  and the Manager under the Transaction Documents, or those
                  parts of the Transaction Documents, expressed to be governed
                  by the laws of the State of New York;

            (v)   [Emmet, Marvin & Martin, LLP] as to due execution by The Bank
                  of New York of the Transaction Documents to which The Bank of
                  New York is a party; and


                                                                              52

<PAGE>

            (vi)  internal counsel of [       ], as to the due execution by
                  [       ] of the Currency Swap Agreements to which it is a
                  party; and

      (q)   (Direction from the Manager): a written direction from the Manager
            for the Trustee to accept the Sale Notice and to issue the Notes.

6.2   Other Conditions Precedent

      Without limiting the generality of clauses 4.9 and 6.1, the Trustee must
      not accept the offer contained in a Sale Notice (if issued by a Seller)
      and must not issue the Notes unless it is satisfied that the form and
      content of the Sale Notice complies with this Deed.

6.3   No Liability for Insufficient Moneys

      If on the Closing Date the Trustee has not received each of the documents
      specified in clause 6.1 or the condition specified in clause 6.2 is not
      fulfilled:

      (a)   (No acceptance): the Trustee must not accept the offer contained in
            the Sale Notice (if issued);

      (b)   (No issue): the Trustee must not issue any Notes and must refund the
            Subscription Proceeds (if any) received by it to the relevant
            subscribers entitled to such Subscription Proceeds; and

      (c)   (No liability): none of the Trustee, the Manager, the Servicer or
            the Relevant Seller will have any obligation or liability to any
            person as a result of not issuing the Notes.

6.4   Manager's Certificate

      The Manager must not issue a direction to the Trustee pursuant to clause
      6.1(q) unless the Manager:

      (a)   (Compliance with Securities Laws): is satisfied that any offer for
            the issue, or any invitation to apply for the issue, of:

            (i)   the Class A-2 Notes and the Class B Notes:

                  A.    is an offer of securities for issue, or is an invitation
                        to apply for the issue of securities, which does not
                        need disclosure to investors under Part 6D.2 of Chapter
                        6 of the Corporations Law; and

                  B.    is made pursuant to an exemption from, or is not subject
                        to, the registration requirements of the Securities Act;
                        and

            (ii)  the Class A-1 Notes complies with:

                  A.    the Financial Services Act, 1986 (United Kingdom), all
                        regulations made under or in relation to that Act and
                        the Public Offers of Securities Regulations 1995; and

                  B.    the Securities Act, all regulations made thereunder and
                        all other laws or regulations of any jurisdiction of the
                        United States of America regulating the offer or the
                        issue of, or the subscription for, the Class A-1 Notes.

            The Manager on becoming satisfied as to the above matters is
            entitled to rely conclusively, unless it has actual knowledge to the
            contrary, on, amongst other


                                                                              53

<PAGE>

            things, legal opinions or other advice issued to this effect to it
            or any representation or undertaking made to this effect in the
            applicable Dealer Agreement or Underwriting Agreement;

      (b)   (No breach by Relevant Seller of representations): is not actually
            aware that any representation or warranty made or taken to be made
            by the Relevant Seller in any Transaction Document in respect of the
            Series Trust is incorrect in any material respect on the Cut-Off
            Date as if repeated on that Cut-Off Date with reference to facts and
            circumstances then subsisting;

      (c)   (Breach of obligations by the Relevant Seller): is not actually
            aware that the Relevant Seller is in breach in any material respect
            of any of its obligations under this Deed (unless that breach has
            been remedied to the satisfaction of the Manager);

      (d)   (Insolvency Event for Relevant Seller): is not actually aware that
            an Insolvency Event has occurred in relation to the Relevant Seller
            (unless that event has been remedied to the satisfaction of the
            Manager); and

      (e)   (Other conditions precedent): is satisfied that such other
            conditions precedent to the issue of the Notes and the acceptance by
            the Trustee of the offer contained in the Sale Notice as are
            specified in the Transaction Documents have been met.

--------------------------------------------------------------------------------
7.    Division of Mortgage Loan Rights between the CBA Trust and the Series
      Trust

7.1   CBA Trust Assets

      The Trustee will hold as trustee of the CBA Trust all its right, title and
      interest in:

      (a)   (Other Loans): the Other Loans;

      (b)   (Balance of Mortgages etc.): the balance of the Mortgages, the
            Mortgage Documents, the First Layer of Collateral Securities and the
            Mortgage Receivables referred to in clause 7.2(b); and

      (c)   (Second Layer of Collateral Securities): the Second Layer of
            Collateral Securities,

      which are assigned to the Trustee by a Seller.

7.2   Mortgages and First Layer of Collateral Securities

      (a)   (The Series Trust): The Trustee will hold as trustee of the Series
            Trust all its right, title and interest in so much of any Mortgage
            Loan, Mortgage, the First Layer of Collateral Securities, the
            Mortgage Receivables and the Mortgage Documents for each Mortgage
            Loan assigned to the Trustee (including, without limitation, the
            proceeds of enforcement of such in relation to the Mortgage Loan )
            as is necessary to enable the full and final repayment of all
            amounts owing with respect to the Mortgage Loan.

      (b)   (The CBA Trust): The Trustee will hold as trustee for the CBA Trust
            the balance (if any) of its right, title and interest in any
            Mortgage Loan, Mortgage, First Layer of the Collateral Securities,
            Mortgage Receivables and Mortgage Documents referred to in clause
            7.2(a).

7.3   Treatment of Shared Securities

      If:


                                                                              54

<PAGE>

      (a)   (Mortgage Loans in Series Trust): a Mortgage Loan forms part of the
            Assets of the Series Trust;

      (b)   (Other Loans in CBA Trust): an Other Loan forms part of the CBA
            Trust Assets; and

      (c)   (Collateral Security secures both): a Collateral Security which is
            part of the First Layer of Collateral Securities or a Mortgage which
            secures the Mortgage Loan also secures the Other Loan,

      then:

      (d)   (If Seller is Servicer): where a Seller is the Servicer, the
            Servicer is entitled to enforce that Collateral Security or Mortgage
            (as the case may be) upon a default occurring in respect of the
            Other Loan provided that the enforcement proceeds are paid to the
            Trustee. Upon receipt of such proceeds the Trustee must:

            (i)   treat as Collections the amount of such proceeds as is equal
                  to all amounts outstanding under the relevant Mortgage Loan;
                  and

            (ii)  pay the excess (if any) of such proceeds to the Relevant
                  Seller (as beneficiary of the CBA Trust) in respect of amounts
                  outstanding under the Other Loan; or

      (e)   (If Seller is not Servicer): where a Seller is not the Servicer, the
            Servicer must enforce that Collateral Security or Mortgage (as the
            case may be) upon receipt of a direction to do so from the Relevant
            Seller (as beneficiary of the CBA Trust) which states that the
            relevant Other Loan is in default. Upon receipt of the enforcement
            proceeds in respect of that Collateral Security or Mortgage (as the
            case may be) the Servicer must pay to the Trustee all such proceeds
            and the Trustee must:

            (i)   treat as Collections the amount of such proceeds as is equal
                  to all amounts outstanding under the relevant Mortgage Loan;
                  and

            (ii)  pay the excess (if any) of such proceeds to the Relevant
                  Seller (as beneficiary of the CBA Trust) in respect of amounts
                  outstanding under the Other Loan.

7.4   Trustee's duties

      Subject to clauses 2.8(b), 2.9(b), 2.10 and 7.3, the Trustee is not
      required to take any action in respect of an Other Loan or the Second
      Layer of Collateral Securities or the balance of the Trustee's right,
      title and interest in any Mortgage, First Layer of Collateral Securities
      and Mortgage Receivables referred to in clause 7.2(b).

7.5   Upon Repayment of Mortgage Loan Trustee Holds for CBA Trust

      Subject to clause 7.6, if a Mortgage Loan has been repaid in full or is
      treated as having been repaid in full pursuant to clause 16.20(b), and the
      Mortgage Loan is not discharged, then the Trustee will, from the date of
      repayment or treated repayment in full of the Mortgage Loan, automatically
      by virtue of this Deed, and without the necessity for any further act or
      instrument or other thing to be done or brought into existence, hold the
      benefit of its right, title and interest in and to:

      (a)   (The Mortgage Loan): the Mortgage Loan;

      (b)   (Mortgages, etc.): any Mortgages, and the First Layer of Collateral
            Securities, held in respect of that Mortgage Loan;


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      (c)   (Mortgage Documents): any Mortgage Documents held in relation to
            that Mortgage Loan; and

      (d)   (Mortgage Receivables): the Mortgage Receivables held in relation to
            that Mortgage Loan,

      as trustee of the CBA Trust.

7.6   Application Where 2 Mortgage Loans

      If the Mortgages, First Layer of Collateral Securities, Mortgage
      Documents, and Mortgage Receivables referred to in clause 7.5 apply to
      more than one Mortgage Loan forming part of the Assets of the Series
      Trust, the holding of the Trustee's interest in such as trustee of the CBA
      Trust occurs only upon repayment in full of all such Mortgage Loans
      secured by such Mortgages, First Layer of Collateral Securities, Mortgage
      Documents and Mortgage Receivables.

7.7   Costs

      The Relevant Seller must pay to, or reimburse, the Trustee immediately on
      demand for all costs and expenses including, without limitation, all legal
      costs charged at the usual commercial rates of the relevant legal services
      provider and any stamp duty and registration fees arising out of, or
      necessarily incurred in connection with, the Trustee coming to hold its
      right, title and interest in any Mortgage Loan Rights as part of the
      Relevant CBA Trust Assets for the CBA Trust in accordance with clause 7.5.

7.8   Alternative Structure

      The Trustee must co-operate with a Seller in transferring or holding the
      relevant assets set out in clause 7.5 in any reasonable way other than as
      set out in this clause 7 if to do so would materially reduce the liability
      of that Seller to reimburse the Trustee for any of the costs and expenses
      set out in clause 7.7 and provided that any proposal pursuant to this
      clause is permitted in law and does not result in the Trustee being
      exposed to the risk of personal liability unless the Trustee is satisfied,
      in its absolute discretion, that the Seller will be able to indemnify the
      Trustee in respect of such risk in accordance with clause 2.15(a).

--------------------------------------------------------------------------------
8.    Determinations by the Manager

8.1   Applications and payments on Monthly Distribution Dates and Quarterly
      Distribution Dates

      Prior to each Monthly Distribution Date, based on information provided by
      the Servicer, the Manager must make all necessary determinations to enable
      the Trustee to make the payments or allocations to be made by the Trustee
      on the relevant Monthly Distribution Date or Quarterly Distribution Date
      pursuant to this Deed (including, for the first Monthly Distribution Date,
      the aggregate of the Accrued Interest Adjustment) and must give to the
      Trustee a written direction by 11 am (Sydney time) on the Business Day
      prior to each relevant Monthly Distribution Date or Quarterly Distribution
      Date in relation to the payments and allocations to be made on that
      relevant Monthly Distribution Date or Quarterly Distribution Date in
      accordance with this Deed.

8.2   Insufficient principal to meet Seller Advances

      (a)   (Manager must prepare standby redraw notice): If on a Determination
            Date the Manager determines that the aggregate of the Principal
            Collections, the Principal Chargeoff Reimbursement and the Other
            Principal Amounts for the Collection Period then ended is
            insufficient to meet in full the Seller Advances referred to in
            clause 10.3(a), the Manager must prepare and forward to the Trustee
            no later than


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            the close of business 3 Business Days prior to the following Monthly
            Distribution Date a drawdown notice under and in accordance with the
            Standby Redraw Facility Agreement requesting a drawing under the
            Standby Redraw Facility for an amount equal to the lesser of the
            shortfall and the amount which is available for drawing under the
            Standby Redraw Facility (which notice must also specify the
            calculations used in determining the drawing so requested).

      (b)   (Trustee must execute and serve standby redraw notice): If the
            Trustee receives a drawdown notice from the Manager pursuant to
            clause 8.2(a), the Trustee must promptly sign and serve the drawdown
            notice on the Standby Redraw Facility Provider pursuant to the
            Standby Redraw Facility Agreement requesting a drawing on the
            following Monthly Distribution Date.

8.3   Income Shortfall

      (a)   (Manager must prepare liquidity notice): If on a Determination Date
            there is an Income Shortfall, the Manager must prepare and forward
            to the Trustee no later than the close of business 3 Business Days
            prior to the following Monthly Distribution Date a notice under and
            in accordance with the Liquidity Facility Agreement requesting a
            drawing under the Liquidity Facility for an amount equal to the
            lesser of the Income Shortfall and the amount which is available for
            drawing under the Liquidity Facility (which notice must also specify
            the calculations used in determining the drawing so requested).

      (b)   (Trustee must execute and deliver liquidity notice): If the Trustee
            receives a notice from the Manager pursuant to clause 8.3(a) then
            the Trustee must immediately sign and serve the drawdown notice on
            the Liquidity Facility Provider pursuant to the Liquidity Facility
            Agreement requesting a drawing on the following Monthly Distribution
            Date.

8.4   Insufficient principal to meet Seller Advances and Standby Redraw Facility
      Principal

      If, in respect of a Determination Date, the Manager considers that the
      aggregate of:

      (a)   (Principal Collections): the Principal Collections, the Principal
            Chargeoff Reimbursement and the Other Principal Amounts for the
            Collection Period ending on the Determination Date; and

      (b)   (Standby Redraw Facility Advance): the Standby Redraw Facility
            Advance (if any) to be made on the following Monthly Distribution
            Date,

      as estimated by the Manager are likely to be insufficient to meet in full
      under clause 10.3 the aggregate of:

      (c)   (Seller Advances): the Seller Advances; and

      (d)   (Standby Redraw Facility Principal): the Standby Redraw Facility
            Principal,

      that the Manager estimates will be outstanding on the Determination Date,
      the Manager may prepare and forward to the Trustee a notice directing the
      Trustee to issue Redraw Bonds for a principal amount and on an issue date
      (which must be no earlier than 5 Business Days from the date of receipt of
      the notice by the Trustee) specified in the notice. The Manager must not
      issue such a notice to the Trustee if the Manager considers that the
      Stated Amount of the Redraw Bonds at the next Monthly Distribution Date
      (after including the proposed issue of Redraw Bonds and taking into
      account any expected repayments of principal on the Redraw Bonds pursuant
      to clause 10.5) will exceed the Redraw Bond Principal Limit.


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<PAGE>

8.5   Netting of Seller Advances and Standby Redraw Facility Advances

      If whilst the Standby Redraw Facility Provider is CBA, the Standby Redraw
      Facility Provider makes a Standby Redraw Facility Advance on a Monthly
      Distribution Date by way of a book entry in its records pursuant to clause
      4.6 of the Standby Redraw Facility Agreement:

      (a)   (Standby Redraw Facility Advance to be taken into account): the
            amount of the Standby Redraw Facility Advance will be taken into
            account for the purpose of the calculations to be made hereunder on
            the Monthly Distribution Date and the previous Determination Date;
            and

      (b)   (Seller Advance Reduced): the amount of the then outstanding Seller
            Advances will be reduced by the amount of such book entry on the
            Monthly Distribution Date, without the Trustee needing to make the
            corresponding payment under clause 10.3(a).

8.6   Cash Advance Deposit

      On each Determination Date the Manager will determine the amount (if any)
      that has been received in the Collection Period just ended in respect of
      interest that has been earned on the Collections Account and which is
      attributable to the Cash Advance Deposit (if any) deposited in the
      Collections Account and will instruct the Trustee to pay such interest to
      the Liquidity Facility Provider on the next Monthly Distribution Date.

8.7   Break Costs and Break Benefits

      (a)   (Application of Clause): If the Trustee is party to a Fixed Rate
            Swap:

            (i)   this clause 8.7 will apply (but otherwise shall be of no
                  effect); and

            (ii)  Break Costs will not be included in the definition of Finance
                  Charge Collections (except as set out in clauses 8.7(c) and
                  (d)) and Break Benefits will not be included in the definition
                  of Expenses.

      (b)   (Payment of Break Benefits): The Servicer must pay any Break
            Benefits payable to Borrowers during a Collection Period from the
            Finance Charge Collections received during that Collection Period
            and not yet deposited by the Servicer in the Collections Account in
            accordance with clause 22. If the Finance Charge Collections held by
            the Servicer and not deposited in the Collections Account are
            insufficient to pay any Break Benefits due to be paid to a Borrower,
            the Servicer must direct the Trustee, and upon such direction the
            Trustee must pay to the Borrower, such Break Benefits from the
            Finance Charge Collections in the Collections Account received
            during that Collection Period to the extent of the shortfall.

      (c)   (Net Break Payment): If there is a Net Break Payment on a
            Determination Date, the Trustee must:

            (i)   pay the Break Costs in relation to the immediately preceding
                  Collection Period to the extent of the Net Break Payment to
                  the Interest Rate Swap Provider on the following Monthly
                  Distribution Date or Quarterly Distribution Date in accordance
                  with the applicable Interest Rate Swap Agreement; and

            (ii)  treat the balance of the Break Costs in relation to the
                  immediately preceding Collection Period as Finance Charge
                  Collections in relation to that Collection Period.

      (d)   (Net Break Receipt): If there is a Net Break Receipt on a
            Determination Date, the


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<PAGE>

            Trustee must:

            (i)   treat the Break Costs in relation to the immediately preceding
                  Collection Period as Finance Charge Collections in relation to
                  that Collection Period; and

            (ii)  treat any amount received from the Interest Rate Swap Provider
                  on the following Monthly Distribution Date or Quarterly
                  Distribution Date, as applicable, in respect of the Net Break
                  Receipt in accordance with the Interest Rate Swap Agreement as
                  an Available Income Amount with respect to that Monthly
                  Distribution Date or Quarterly Distribution Date (as
                  applicable).

      (e)   (Manager to Determine): The Manager must determine on each
            Determination Date the Net Break Payment or Net Break Receipt, as
            the case may be, and must direct the Trustee as to the payments to
            be made by the Trustee, if any, in accordance with this clause 8.7.

8.8   Interest Rate Swap Provider Deposit

      On each Determination Date the Manager will determine the amount (if any)
      that has been received in the Collection Period just ended in respect of
      interest that has been earned on the Collections Account or any other
      account held by the Trustee as trustee of the Series Trust and which is
      attributable to the Interest Rate Swap Provider Deposit (if any) deposited
      in the Collections Account or that other account and will instruct the
      Trustee to pay such interest to the Interest Rate Swap Provider on the
      next Monthly Distribution Date or Quarterly Distribution Date, as
      applicable.

--------------------------------------------------------------------------------
9.    Chargeoffs

9.1   Allocation of Principal Chargeoffs

      If there is a Principal Chargeoff on a Determination Date falling in a
      month in which a Quarterly Distribution Date also falls, and prior to the
      enforcement of the Charge, it will be allocated in the following order:

      (a)   (Class B Notes): first, amongst the Class B Notes equally in
            reduction of the Stated Amount of the Class B Notes until the Stated
            Amount of the Class B Notes is reduced to zero; and

      (b)   (Other Securities and Standby Redraw Facility Provider): secondly,
            any balance of the Principal Chargeoff remaining after the
            application of clause 9.1(a) will be allocated as follows:

            (i)   the Class A-1 Chargeoff Percentage of such balance rateably
                  amongst the Class A-1 Notes according to the Adjusted Stated
                  Amount of each Class A-1 Note;

            (ii)  the Class A-2 Chargeoff Percentage of such balance rateably
                  amongst the Class A-2 Notes;

            (iii) the Redraw Bond Chargeoff Percentage of such balance rateably
                  amongst the Redraw Bonds according to the Stated Amount of
                  each Redraw Bond; and

            (iv)  the Standby Redraw Chargeoff Percentage of such balance to the
                  Standby Redraw Facility Principal,


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<PAGE>

                 in reduction, respectively, of the Stated Amount of the Class
                 A-1 Notes (in accordance with the Class A-1 Note Conditions),
                 the Stated Amount of the Class A-2 Notes and the Redraw Bonds
                 and the Standby Redraw Facility Principal, until such Stated
                 Amounts and the Standby Redraw Facility Principal are reduced
                 to zero.

      A reduction in the Stated Amount of a Security and the Standby Redraw
      Facility Principal in accordance with the foregoing will take effect on
      the next Monthly Distribution Date by the amount so allocated.

9.2   Allocation of Principal Chargeoff Reimbursements

      If there is a Principal Chargeoff Reimbursement on a Determination Date,
      then it will be allocated in the following order:

      (a)   (Class A Notes, Redraw Bonds and Standby Redraw Facility Provider):
            first, pro-rata (according to, in the case of the Class A-1 Notes,
            the A$ Equivalent of the aggregate Unreimbursed Principal Chargeoffs
            on that Determination Date, in the case of the Class A-2 Notes and
            the Redraw Bonds, their respective aggregate Unreimbursed Principal
            Chargeoffs on that Determination Date and, in the case of the
            Standby Redraw Facility Principal, its Unreimbursed Principal
            Chargeoffs on that Determination Date) as follows:

            (i)   rateably amongst the Class A-1 Notes according to the
                  Unreimbursed Principal Chargeoff of each Class A-1 Note;

            (ii)  equally amongst the Class A-2 Notes;

            (iii) rateably amongst the Redraw Bonds according to the
                  Unreimbursed Principal Chargeoff of each Redraw Bond; and

            (iv)  the Standby Redraw Facility Principal,

            in reduction of, respectively, the amount of the Unreimbursed
            Principal Chargeoffs on the Class A-1 Notes (in accordance with the
            Class A-1 Note Conditions) and the Unreimbursed Principal Chargeoffs
            on the Class A-2 Notes, the Redraw Bonds and the Standby Redraw
            Facility Principal, until such Unreimbursed Principal Chargeoffs are
            reduced to zero; and

      (b)   secondly, equally amongst the Class B Notes until the amount of
            Unreimbursed Chargeoffs on the Class B Notes are reduced to zero.

      A reduction of an Unreimbursed Principal Chargeoff in accordance with the
      foregoing will take effect on the next Monthly Distribution Date by the
      amount so allocated.

9.3   Loss Recoveries

      If the Servicer receives or collects any Loss Recoveries in respect of a
      Mortgage Loan for which payment has already been received by or on behalf
      of the Trustee from a Support Facility Provider, then the Servicer must
      pay such amount to the relevant Support Facility Provider pursuant to the
      relevant Support Facility. Where the Trustee is entitled to retain any
      such Loss Recoveries pursuant to such Support Facility, or receives any
      Loss Recoveries from the Support Facility Provider, then such amounts will
      be included in Other Income Amounts.

--------------------------------------------------------------------------------
10.   Payments on Monthly Distribution Dates and Quarterly Distribution Dates by
      Trustee

10.1  Payment of Accrued Interest Adjustment on first Monthly Distribution Date


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<PAGE>

      On the first Monthly Distribution Date, the Trustee must, in accordance
      with the directions given to it by the Manager pursuant to clause 8.1, pay
      from the Collections Account to each Relevant Seller the aggregate of the
      Accrued Interest Adjustment for all Mortgage Loans then forming part of
      the Assets of the Series Trust and which were assigned to the Trustee by
      that Relevant Seller. Such aggregate sum will, for the purposes of making
      the determinations pursuant to clause 8.1 on the first Determination Date,
      be deducted by the Manager from the Available Income Amount in respect of
      the first Monthly Distribution Date.

10.2A Application of the Available Income Amount on each Monthly Distribution
      Date which is not also a Quarterly Distribution Date

      On each Monthly Distribution Date which is not also a Quarterly
      Distribution Date, prior to the enforcement of the Charge, the Trustee
      must, in accordance with the directions given by the Manager pursuant to
      clause 8.1, apply the Available Income Amount in respect of that Monthly
      Distribution Date in making the following allocations, and the following
      payments from the Collections Account, in the following order of priority:

      (a)   (Taxes): first, in or towards payment of or provision for Taxes in
            relation to the Series Trust (including Government Charges paid by
            the Servicer on behalf of the Trustee);

      (b)   (Trustee's Fee): secondly, in or towards payment to the Trustee of
            the Trustee's Fee due on that Monthly Distribution Date;

      (c)   (Security Trustee's Fee): thirdly, in or towards payment to the
            Security Trustee of the Security Trustee's Fee due on that Monthly
            Distribution Date;

      (d)   (Management Fee): fourthly, in or towards payment to the Manager of
            the Management Fee due on that Monthly Distribution Date;

      (e)   (Servicer's Fee): fifthly, in or towards payment to the Servicer of
            the Servicer's Fee due on that Monthly Distribution Date;

      (f)   (Liquidity Facility Commitment Fee): sixthly, in or towards payment
            to the Liquidity Facility Provider of the Liquidity Facility
            Commitment Fee due on that Monthly Distribution Date;

      (g)   (Support Facilities): seventhly, in or towards payment rateably of
            any net amounts due to a Support Facility Provider under a Support
            Facility on that Monthly Distribution Date, but excluding any
            amounts specified in paragraph (f) above, paragraphs (i), (j) and
            (k)(iii) below and clauses 9.3 and 10.3(b);

      (h)   (Expenses): eighthly, in or towards payment of or provision for all
            Expenses in respect of the Accrual Period ending on that Monthly
            Distribution Date;

      (i)   (Standby Redraw Facility Commitment Fee): ninthly, in or towards
            payment to the Standby Redraw Facility Provider of the Standby
            Redraw Facility Commitment Fee due on that Monthly Distribution
            Date;

      (j)   (Liquidity Facility Advance): tenthly, in or towards repayment to
            the Liquidity Facility Provider of any outstanding Liquidity
            Facility Advance made on or prior to the previous Monthly
            Distribution Date;

      (k)   (Class A Note, Redraw Bond and Standby Redraw Facility Interest):
            eleventhly, subject to clause 10.8, in payment rateably as follows:

            (i)   equally amongst the Class A-2 Notes of the aggregate of the
                  Interest


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<PAGE>

                  Amounts in relation to the Class A-2 Notes for the Accrual
                  Period ending on that Monthly Distribution Date and any then
                  Unpaid Interest Amounts in relation to the Class A-2 Notes;

            (ii)  rateably, according to the sum of the Interest Amounts for the
                  Accrual Period ending on that Monthly Distribution Date, and
                  the Unpaid Interest Amounts (if any), for each Redraw Bond,
                  amongst the Redraw Bonds of the aggregate of the Interest
                  Amounts in relation to the Redraw Bonds for the Accrual Period
                  ending on that Monthly Distribution Date and any then Unpaid
                  Interest Amounts in relation to the Redraw Bonds; and

            (iii) to the Standby Redraw Facility Provider of the aggregate of
                  the Standby Redraw Facility Interest (if any) due on that
                  Monthly Distribution Date and any Standby Redraw Facility
                  Interest remaining unpaid from prior Monthly Distribution
                  Dates; and

      (l)   (Income Carryover Amounts): twelfthly, all remaining Available
            Income to be retained or invested in accordance with clause 5.12 as
            the Income Carryover Amount.

      The obligations of the Trustee to make any payment or allocation under
      each of the above paragraphs is limited in each case to the balance of the
      Available Income Amount (if any) available after application in accordance
      with the preceding paragraph or paragraphs and provided that on any
      Determination Date immediately preceding a Monthly Distribution Date which
      is not also a Quarterly Distribution Date, the aggregate of any Available
      Income Amount and the then unutilised portion of the Liquidity Facility
      Limit (or if the Determination Date is during the Liquidity Cash Advance
      Deposit Period, the then unutilised portion of the Liquidity Cash Advance
      Deposit) is less than the A$ Equivalent of the interest accrued but unpaid
      in relation to the Class A-1 Notes.

10.2B Application of the Available Income Amount on each Quarterly Distribution
      Date (also being a Monthly Distribution Date)

      On each Quarterly Distribution Date (which is also a Monthly Distribution
      Date) prior to the enforcement of the Charge, the Trustee must, in
      accordance with the directions given by the Manager pursuant to clause
      8.1, apply the Available Income Amount in respect of that Quarterly
      Distribution Date in making the following allocations, and the following
      payment from the Collections Account, in the following order of priority:

      (a)   (Taxes): first, in or towards payment of or provisions for Taxes in
            relation to the Series Trust (including Government Charges paid by
            the Servicer on behalf of the Trustee);

      (b)   (Trustee's Fee): secondly, in or towards payment to the Trustee of
            the Trustee's Fee due on that Quarterly Distribution Date);

      (c)   (Security Trustee's Fee): thirdly, in or towards payment to the
            Security Trustee of the Security Trustee's Fee due on that Quarterly
            Distribution Date);

      (d)   (Management Fee): fourthly, in or towards payment to the Manager of
            the Management Fee due on that Quarterly Distribution Date);

      (e)   (Servicer's Fee): fifthly, in or towards payment to the Servicer of
            the Servicer's Fee due on that Quarterly Distribution Date);

      (f)   (Liquidity Facility Commitment Fee): sixthly, in or towards payment
            to the Liquidity Facility Provider of the Liquidity Facility
            Commitment Fee due on that Quarterly Distribution Date;


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<PAGE>

      (g)   (Support Facilities): seventhly, in or towards payment rateably of
            any net amounts due to a Support Facility Provider under a Support
            Facility on that Quarterly Distribution Date, but excluding any
            amounts specified in paragraph (f) above, paragraphs (i), (j) and
            (k) (iv) below and clauses 9.3 and 10.3(b);

      (h)   (Expenses): eighthly, in or towards payment of all Expenses in
            respect of the Accrual Period ending on that Quarterly Distribution
            Date;

      (i)   (Standby Redraw Facility Commitment Fee): ninthly, in or towards
            payment to the Standby Redraw Facility Provider of the Standby
            Redraw Facility Commitment Fee due on that Quarterly Distribution
            Date);

      (j)   (Liquidity Facility Advance): tenthly, in or towards repayment to
            the Liquidity Facility Provider of any outstanding Liquidity
            Facility Advance made on or prior to the previous Monthly
            Distribution Date;

      (k)   (Class A Note, Redraw Bond and Standby Redraw Facility Interest):
            eleventhly, subject to clause 10.8, in payment rateably as follows:

            (i)   to the Currency Swap Providers in accordance with clause 10.4,
                  of the A$ Class A-1 Interest Amounts and any A$ Class A-1
                  Unpaid Interest Amounts, in relation to that Quarterly
                  Distribution Date;

            (ii)  equally amongst the Class A-2 Notes of the aggregate of the
                  Interest Amounts in relation to the Class A-2 Notes for the
                  Accrual Period ending on that Quarterly Distribution Date) and
                  any then Unpaid Interest Amounts in relation to the Class A-2
                  Notes;

            (iii) rateably, according to the sum of the Interest Amounts for the
                  quarterly Accrual Period ending on that Quarterly Distribution
                  Date), and the Unpaid Interest Amounts (if any), for each
                  Redraw Bond, amongst the Redraw Bonds of the aggregate of the
                  Interest Amounts in relation to the Redraw Bonds for the
                  monthly Accrual Period ending on that Quarterly Distribution
                  Date and any then Unpaid Interest Amounts in relation to the
                  Redraw Bonds; and

            (iv)  to the Standby Redraw Facility Provider of the aggregate of
                  the Standby Redraw Facility Interest (if any) due on that
                  Quarterly Distribution Date and any Standby Redraw Facility
                  Interest remaining unpaid from prior Monthly Distribution
                  Dates; and

      (l)   (Class B Interest): twelfthly, subject to clause 10.8, in payment
            equally amongst the Class B Notes of the aggregate of the Interest
            Amounts in relation to the Class B Notes for the quarterly Accrual
            Period ending on that Quarterly Distribution Date and any then
            Unpaid Interest Amounts in relation to the Class B Notes;

      (m)   (Principal Chargeoff Reimbursement): thirteenthly, subject to clause
            10.8, the amount of the Principal Chargeoff Reimbursement for the
            Determination Date falling in the same month as the Quarterly
            Distribution Date as an allocation to the Available Principal Amount
            to be paid in accordance with clause 10.3;

      (n)   (Arranging Fee): fourteenthly, subject to clause 10.8, in payment to
            the Manager of the Arranging Fee due on that Quarterly Distribution
            Date and any Arranging Fee outstanding from a prior Quarterly
            Distribution Date; and

      (o)   (Residual Unitholder): fifteenthly, subject to clause 10.8, the
            balance in payment to the Residual Unitholder, to be dealt with, and
            held by, the Residual Unitholder pursuant to clause 11.1.


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<PAGE>

      The obligations of the Trustee to make any payment or allocation under
      each of the above paragraphs is limited in each case to the balance of the
      Available Income Amount (if any) available after application in accordance
      with the preceding paragraph or paragraphs.

10.3  Application of the Available Principal Amount on each Monthly Distribution
      Date

      On each Monthly Distribution Date prior to the enforcement of the Charge,
      the Trustee must in accordance with the directions given by the Manager
      pursuant to clause 8.1, apply the Available Principal Amount in respect of
      that Monthly Distribution Date in making the following payments from the
      Collections Account in the following order of priority:

      (a)   (Seller Advances): first, subject to clause 8.3, in or towards
            repayment to each Seller on the next Monthly Distribution Date of
            any Seller Advances made by that Seller during or prior to the
            Collection Period just ended and which have not previously been
            repaid in accordance with this clause 10.3(a);

      (b)   (Standby Redraw Facility Principal): secondly, in or towards
            repayment to the Standby Redraw Facility Provider of any Standby
            Redraw Facility Principal;

      (c)   (Securityholders): thirdly, subject to clause 10.8, in accordance
            with clause 10.5; and

      (d)   (Residual Unitholder): fourthly, subject to clause 10.8, the balance
            (if any) to the Residual Unitholder.

      The obligations of the Trustee to make any payment under each of the above
      paragraphs is limited in each case to the balance of the Available
      Principal Amount (if any) available after application in accordance with
      the previous paragraph or paragraphs.

10.4  Payment of Interest on the Class A-1 Notes

      On each Quarterly Distribution Date that any amount is payable to a
      Currency Swap Provider pursuant to clause 10.2(B)(k)(i),(1), the Trustee
      must comply with Condition 6.9 of the Class A-1 Note Conditions in
      relation to that Currency Swap Provider.

10.5  Repayment of Principal on the Securities

      Subject to clauses 10.5(b)(i)B and 10.5(c)(ii), on each Monthly
      Distribution Date as specified in this clause 10.5, prior to the
      enforcement of the Charge, the Trustee must pay the amount available for
      distribution on that Monthly Distribution Date in accordance with clause
      10.3(c) in the following order:

      (a)   (Redraw Bonds): first, on each Monthly Distribution Date amongst the
            Redraw Bonds (if any) as a repayment of principal on the Redraw
            Bonds in the following order:

            (i)   first, equally amongst those Redraw Bonds with the earliest
                  Issue Date until the Stated Amount of those Redraw Bonds is
                  reduced to zero;

            (ii)  secondly, equally amongst those Redraw Bonds with the next
                  earliest Issue Date (if any) until the Stated Amount of those
                  Redraw Bonds is reduced to zero; and

            (iii) subsequently, equally amongst each subsequent group of Redraw
                  Bonds (if any) with the same Issue Date until the Stated
                  Amount of those Redraw Bonds is reduced to zero on the basis
                  that a Redraw Bond will not be entitled to any payment in
                  respect of principal under this clause 10.5 until the Stated
                  Amount of all Redraw Bonds with an earlier Issue


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                  Date than that Redraw Bond has been reduced to zero;

      (b)   (Class A Notes): secondly, subject to clause 10.8, the lesser of the
            balance (if any) of the amount available for distribution and the
            Class A Principal Distribution for that Monthly Distribution Date
            (such lesser amount being the "Class A Available Principal
            Distribution") rateably as follows:

            (i)   A.    on each Monthly Distribution Date which is also a
                        Quarterly Distribution Date - the Class A-1 Percentage
                        of the Class A Available Principal Distribution together
                        with the Class A-1 Principal Carryover Amount shall be
                        paid to the Currency Swap Providers in accordance with
                        clause 10.6; and

                  B.    on each Monthly Distribution Date which is not also a
                        Quarterly Distribution Date - the Class A-1 Percentage
                        of the Class A Available Principal Distribution shall be
                        retained or invested in accordance with clause 5.12 to
                        form part of the Class A-1 Principal Carryover Amount;
                        and

            (ii)  on each Monthly Distribution Date - the Class A-2 Percentage
                  of the Class A Available Principal Distribution equally
                  amongst the Class A-2 Notes as a repayment of principal on the
                  Class A-2 Notes,

            until the Stated Amount of the Class A Notes is reduced to zero
            provided that the Stated Amount of any prior-ranking Class A-2
            Tranche is paid prior to the Stated Amount of any subsequent ranking
            Class A-2 Tranche; and

      (c)   (Class B Notes): thirdly, subject to clause 10.8, the balance (if
            any) of the amount available for distribution under this clause 10.5
            shall be applied as follows:

            (i)   on each Monthly Distribution Date which is also a Quarterly
                  Distribution Date - together with the Class B Principal
                  Carryover Amount, equally amongst the Class B Notes until the
                  Stated Amount of the Class B Notes is reduced to zero; and

            (ii)  on each Monthly Distribution Date which is not also a
                  Quarterly Distribution Date - retained or invested in
                  accordance with clause 5.12 to form part of the Class B
                  Principal Carryover Amount.

10.6  Repayment of Principal on the Class A Notes

      On each Quarterly Distribution Date that any amount is payable to a
      Currency Swap Provider pursuant to clause 10.5(b)(i), the Trustee must
      comply with Condition 7.2 of the Class A-1 Note Conditions in relation to
      that Currency Swap Provider.

10.7  Inability to Comply with Order of Priority

      The inability of the Trustee or the Manager to comply with any order of
      priority of payment specified in this Deed due to any law relating to the
      rights of creditors generally or specifically does not constitute a
      Trustee Default or a Manager Default and does not entitle any
      Securityholder or the Residual Unitholder to take any action against the
      Trustee or the Manager. Nothing in clause 8 or this clause 10 requires the
      Trustee or the Manager to breach any Transaction Document or to fail to
      comply with any applicable law.

10.8  No Payment in respect of Obligations ranking Equally or after Class A-1
      Notes if no payment made to Currency Swap Provider

      If on a given Quarterly Distribution Date for whatever reason payment is
      not made in full to a Currency Swap Provider in accordance with clauses
      10.2B(k)(i) and 10.5(b)(i), the Trustee


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      must not make any payment or allocation (as the case may be) pursuant to
      clauses 10.2B(k)-(o) (inclusive), 10.3(c) & (d) or 10.5(b) & (c) on that
      Quarterly Distribution Date or thereafter until and unless all amounts
      outstanding under clauses 10.2B (k)(i) and 10.5(b)(i) are paid to the
      Currency Swap Provider (or other arrangements are entered into) that
      enables all amounts of interest and principal due in respect of the Class
      A-1 Notes to be paid or repaid to the Class A-1 Noteholders in full in US
      dollars in accordance with the Class A-1 Notes Conditions.

10.9  Payments in respect of A$ Securities

      All payments in respect of an A$ Security on a Monthly Distribution Date
      or Quarterly Distribution Date referred to in this Deed must be made to
      the person recorded in the Register as the holder of that A$ Security as
      at close of business on the Business Day immediately preceding that
      Monthly Distribution Date or Quarterly Distribution Date (as the case may
      be).

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11.   Net Tax Income of the Series Trust

11.1  Net Tax Income of the Series Trust absolutely vested in the Residual
      Unitholder

      The Net Tax Income of the Series Trust for each Financial Year will be
      absolutely vested in the Residual Unitholder and the Residual Unitholder
      will have an absolute vested interest in the Net Tax Income of the Series
      Trust for that Financial Year. To the extent that such balance has not
      actually been paid to the Residual Unitholder pursuant to clause 10.2B(o)
      during that Financial Year, it will constitute an amount payable by the
      Trustee to the Residual Unitholder to be satisfied only from Excess
      Distributions otherwise payable to the Residual Unitholder in accordance
      with clause 10.2B(o) on the Quarterly Distribution Dates following the
      close of the Financial Year. If in the last Financial Year of the Series
      Trust, such amount (if any) in respect of the previous Financial Year has
      not been satisfied from the Excess Distributions otherwise payable to the
      Residual Unitholder in accordance with clause 10.2B(o) on the Quarterly
      Distribution Dates in the last Financial Year, the shortfall, plus any
      such amount for the last Financial Year, will be satisfied in full from,
      and only by, the payment of the excess funds (if any) by the Trustee to
      the Residual Unitholder pursuant to clause 26.15.

11.2  Excess Distribution

      (a)   (Deposit with the Residual Unitholder): A payment to the Residual
            Unitholder of the Excess Distribution pursuant to clause 10.2B(o)
            will be held by the Residual Unitholder as a deposit by the Trustee
            with the Residual Unitholder and will be dealt with in accordance
            with this clause 11.2.

      (b)   (Application towards Net Tax Income): At the end of each Financial
            Year, the Residual Unitholder will, and will be entitled to, deduct
            from so much of the deposit standing to the credit of the Trustee
            pursuant to clause 11.2(a):

            (i)   -first, the Net Tax Income of the Series Trust for that
                  Financial Year absolutely vested in the Residual Unitholder
                  for that Financial Year pursuant to clause 11.1

            (ii)  secondly, an amount not exceeding the then Subscription Amount
                  notified by the Manager to the Trustee and the Residual
                  Unitholder that the Residual Unitholder is entitled to deduct
                  as a return of capital in the Series Trust represented by the
                  Residual Unit.

            To the extent that there is any surplus in the amount so deposited
            over the aggregated Net Tax Income vested pursuant to clause
            11.2(b)(i) or paid as a return of capital pursuant to clause
            11.2(b)(ii), in a Financial Year, after the capital in the Series
            Trust has been reduced, the surplus will be dealt with in accordance
            with this clause 11.2(b) in the succeeding Financial Year.


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12.   Early termination of Swaps

12.1  Early Termination of a Swap

      If at any time a Fixed Rate Swap terminates prior to its scheduled
      termination date, or a Basis Swap terminates, in each case whilst there
      are Securities which have not then been redeemed (or deemed to be
      redeemed) in full or a Class A-1 Currency Swap terminates whilst there are
      Class A-1 Notes which have not then been redeemed (or deemed to be
      redeemed) in full, the Manager and the Trustee must:

      (a)   (Enter into Replacement Swap): (in the case of the Trustee, to the
            extent that the Manager has made appropriate arrangements to ensure
            that it is practicable) enter into one or more swaps which replace
            the terminated Swap on terms and with a counterparty 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 Securities or the Class A-1 Notes (as the case may be)
            and, in the case of the Manager, use all reasonable endeavours to
            make appropriate arrangements to ensure that it is practicable for
            the Trustee to enter into one or more such swaps not later than 5
            Business Days after it becomes aware of the termination of such
            terminated Swap;

      (b)   (Termination of Basis Swap): in the case of a termination of a Basis
            Swap (but without limiting the operation of paragraphs (a) and (c)
            in relation to the termination of a Basis Swap), as soon as the
            Trustee becomes actually aware of the termination, direct the
            Servicer to ensure compliance with clause 12.2; or

      (c)   (Other Arrangements): enter into such other arrangements 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 Securities or the Class A-1 Notes (as the case may be).

12.2  Servicer to Adjust Mortgage Interest Saver Accounts and Mortgage Rates if
      Basis Swap Terminated

      If at any time a Basis Swap terminates whilst there are any Securities
      which have not been redeemed (or deemed to be redeemed) in full and it is
      directed by the Manager and the Trustee pursuant to clause 12.1(b) to
      comply with this clause 12.2, the Servicer must, in respect of each
      Accrual Period commencing thereafter until the date on which clause
      12.1(a) or (c) may be implemented:

      (a)   (Reduce Mortgage Interest Saver Accounts): reduce, except as may be
            provided by applicable laws (including the Consumer Credit Code),
            any Binding Provision and any Competent Authority, the rates at
            which the interest off-set benefits under the Mortgage Interest
            Saver Accounts are calculated to rates which produce an amount of
            income at least equal to the lesser of:

            (i)   the aggregate amount of income that would be produced if the
                  rates at which the interest off-set benefits under the
                  Mortgage Interest Saver Accounts are calculated were reduced
                  to zero; and

            (ii)  the amount of income which is sufficient, when aggregated with
                  the amount of income produced by the rate of interest on the
                  Mortgage Loans, and the income from Short-Term Authorised
                  Investments, then forming part of the Assets of the Series
                  Trust to ensure that the Trustee will have available to it
                  sufficient Finance Charge Collections and Other Income Amounts
                  to enable it to comply with its obligations under the
                  Transaction Documents as they fall due; and


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      (b)   (Set Threshold Rate): if the amount of income produced pursuant to
            clause 12.2(a) is not sufficient, when aggregated with the amount of
            income produced by the rate of interest payable on the Mortgage
            Loans, and the income from Short-Term Authorised Investments, then
            forming part of the Assets of the Series Trust to ensure that the
            Trustee will have sufficient Finance Charge Collections and Other
            Income Amounts to enable it to meet its obligations under the
            Transaction Documents as they fall due, ensure, except as may be
            provided by applicable law (including the Consumer Credit Code), any
            Binding Provision and any Competent Authority, that the weighted
            average Mortgage Rate applicable to the Mortgage Loans forming part
            of the Assets of the Series Trust on each Rate Set Date is not lower
            than the Threshold Rate determined by the Manager on that Rate Set
            Date pursuant to clause 12.3 and will promptly notify the Borrower
            in relation to each Mortgage Loan of any change where required in
            accordance with the relevant Mortgage or Loan Agreement.

12.3  Determination of Threshold Rate

      While clause 12.2(b) applies, the Manager will, on each Rate Set Date,
      determine the Threshold Rate for the Accrual Period commencing on that
      Rate Set Date and:

      (a)   (Notify Servicer): in the case of Mortgage Loans the assignment of
            which to the Trustee has not been perfected by the giving of notice
            to the relevant Borrower, promptly notify on that date the Servicer
            of such rate; and

      (b)   (Notify Trustee and Servicer): in the case of Mortgage Loans the
            assignment of which has been so perfected, promptly notify on that
            date the Trustee and the Servicer of such rate.

12.4  Trustee to set Mortgage Rate

      If:

      (a)   (Servicer Default): a failure by the Servicer to comply with clause
            12.2 results in the occurrence of the Servicer Default referred to
            in clause 18.1(f); and

      (b)   (No Substitute Servicer Appointed): a Substitute Servicer is not
            appointed immediately pursuant to clause 18 of this Deed,

      the Manager must immediately direct the Trustee (in its capacity as
      Substitute Servicer pursuant to clause 18 of this Deed), and the Trustee
      must as soon as practicable thereafter comply with such direction, to
      adjust or maintain the Mortgage Rate (as the case may be) in accordance
      with clause 12.2 until such time as a Substitute Servicer is appointed in
      accordance with the Trust Deed.

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13.   Representations and warranties regarding Mortgage Loans

13.1  Seller's Representations and Warranties

      As at the Cut-Off Date, CBA represents and warrants, for itself and the
      other Relevant Seller, to the Trustee in respect of each Mortgage Loan
      that:

      (a)   (Mortgage complied with laws): at the time that the Relevant Seller
            entered into the Mortgage relating to the Mortgage Loan, the
            Mortgage complied in all material respects with applicable laws
            (including applicable Consumer Credit Code laws);

      (b)   (Good faith): at the time that the Relevant Seller entered into the
            Mortgage Loan, it did so in good faith;


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<PAGE>

      (c)   (Ordinary course of business): at the time that the Relevant Seller
            entered into the Mortgage Loan, the Mortgage Loan was originated in
            the ordinary course of the Relevant Seller's business and since that
            time the Relevant Seller has dealt with that Mortgage Loan in
            accordance with the Servicing Procedures and the Servicing
            Standards;

      (d)   (First ranking security): at the time that the Relevant Seller
            entered into the Mortgage Loan, all necessary steps were taken in
            respect of a Mortgage created in connection with the Mortgage Loan
            so that the Mortgage complied with the legal requirements applicable
            at that time to ensure that the Mortgage was a first-ranking
            mortgage (subject to any statutory charges, any prior charges of a
            body corporate, service company or equivalent, whether registered or
            otherwise, and any other prior Security Interests which do not
            prevent the Mortgage from being considered to be a first-ranking
            mortgage in accordance with the Servicing Standards) secured over
            Land in the jurisdiction in which the relevant Land is located
            subject to stamping and registration of the relevant Mortgage in due
            course;

      (e)   (Priority arrangements): where there is a second or other mortgage
            in existence over Land the subject of a Mortgage in relation to the
            Mortgage Loan and the Relevant Seller is not the mortgagee of that
            second or other mortgage, the Relevant Seller has ensured (by way of
            a priority agreement with the subsequent mortgagee or otherwise)
            that the Mortgage will rank ahead in priority to the second or other
            mortgage on enforcement for an amount not less than the principal
            amount (plus accrued but unpaid interest) outstanding on the
            Mortgage Loan plus such extra amount determined in accordance with
            the Servicing Guidelines;

      (f)   (Borrower not insolvent): at the time that the Mortgage Loan was
            approved, the Relevant Seller had not received any notice of the
            insolvency or the bankruptcy of the corresponding Borrowers or that
            the corresponding Borrowers did not have the legal capacity to enter
            into the corresponding Mortgage;

      (g)   (Seller sole legal and beneficial owner): the Relevant Seller is the
            sole legal and beneficial owner of the Mortgage Loan and the related
            Mortgages and First Layer of Collateral Securities (other than the
            Insurance Policies) and to its knowledge, subject to clause 13.1(d),
            no prior ranking Security Interest exists in relation to its right,
            title and interest in that Mortgage Loan and the related Mortgages
            and First Layer of Collateral Securities;

      (h)   (Due stamping): each of the Mortgage Documents (other than the
            Insurance Policies in respect of Land) relating to the Mortgage Loan
            which is required to be stamped with stamp duty has been duly
            stamped;

      (i)   (Mortgage Loan not discharged): the Mortgage Loan has not been
            satisfied, cancelled, discharged or rescinded and the property
            relating to each relevant Mortgage has not been released from the
            security of that Mortgage;

      (j)   (Holds all documents necessary to enforce): the Relevant Seller
            holds, in accordance with the Servicing Standards, all documents
            which, pursuant to the Servicing Standards, it should hold to
            enforce the provisions of, and the security created by, the
            corresponding Mortgage and the First Layer of Collateral Securities;

      (k)   (Terms unqualified): other than the relevant Mortgage Documents,
            there are no documents entered into between the Relevant Seller and
            the Borrower or any other relevant party in relation to the Mortgage
            Loan which would qualify or vary the terms of the Mortgage Loan
            except as permitted by the Servicing Standards (including any
            variations of a Mortgage Loan which may be made by notice to the
            Borrower from the Relevant Seller) and except any documentation
            relating to any corresponding Mortgage Interest Saver Account;


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      (l)   (No notice of Security Interests): other than in respect of
            priorities granted by statute, the Relevant Seller has not received
            notice from any person that it claims to have a Security Interest
            ranking in priority to or equal with the Security Interest held by
            the Relevant Seller and constituted by any corresponding Mortgage;

      (m)   (LVR not exceeded): the Relevant Seller is not aware of any
            restrictive covenants, licences or leases existing in respect of
            freehold Land the subject of any corresponding Mortgage which would
            reduce the value of the Mortgage over such Land such that the Loan
            to Value Ratio determined as at the Cut-Off Date in respect of the
            Mortgage Loan would exceed 95% (but retaining for this purpose the
            original "V" for the Mortgage Loan under the definition of "Loan to
            Value Ratio" in clause 1.1);

      (n)   (Mortgage Insurance Policies): the Mortgage Loan is, or will be on
            and from the Closing Date, insured under a Mortgage Insurance
            Policy;

      (o)   (Support Facility requirements): the Relevant Seller has complied
            with all material requirements of each Support Facility relating to
            the Mortgage Loan, except as otherwise permitted by the
            corresponding Support Facility Provider;

      (p)   (All licences and consents): the Relevant Seller holds all consents,
            licences, approvals, authorisations and exemptions from any
            Governmental Agency required as at the Cut-Off Date for, or in
            connection with, performance and enforceability in respect of the
            Mortgage Loan which, in accordance with the Servicing Standards, it
            should hold in relation to the Mortgage Loan as at the Cut-Off Date;

      (q)   (Eligibility criteria): the Mortgage Loan complies with the
            Eligibility Criteria as at the Cut-Off Date;

      (r)   (Interest rate may be varied): except in respect of a Mortgage Loan
            subject to a fixed rate of interest (or a rate of interest which can
            be converted into a fixed rate of interest or a fixed margin
            relative to a benchmark) and except as may be provided by applicable
            laws (including the Consumer Credit Code), any Binding Provision or
            any Competent Authority or as may be provided in the corresponding
            Mortgage Documents, the interest rate payable on the Mortgage Loan
            is not subject to any limitation and no consent, additional
            memoranda or other writing is required from the relevant Borrower to
            give effect to a change in the interest rate payable on the Mortgage
            Loan and, subject to the foregoing, any change in the interest rate
            may be set at the sole discretion of the Servicer and is effective
            no later than when notice is given to the Borrower in accordance
            with the terms of the relevant Mortgage Loan;

      (s)   (Relevant Seller entitled to Sell): the Relevant Seller is lawfully
            entitled to sell and assign its interests in the corresponding
            Mortgage Loan Rights and to transfer valid and beneficial title to
            the Trustee free from all Security Interests (other than as
            described in clause 13.1(d));

      (t)   (No preference): it is not aware of anything in relation to the sale
            of the Mortgage Loan Rights to the Trustee which might cause a court
            to hold that the sale constitutes an under-value transfer, a
            fraudulent conveyance or a voidable preference under any law
            relating to insolvency; and

      (u)   (No breach): the sale, transfer and assignment of a Seller's
            interest in the Mortgage Loan Rights will not constitute a breach of
            its obligations or a default under any Security Interest binding on
            the Relevant Seller or its property.

13.2  Trustee need not Test Warranties

      The Trustee is under no obligation to test the truth of any warranty or
      representation in clause

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      13.1 and is entitled to accept them conclusively at all times (unless it
      is actually aware of any breach).

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14.   Breach of representations and warranties

14.1  Manager or Seller Becomes Aware of Incorrect Representations or Warranties

      If the Manager or a Seller becomes actually aware that a material
      representation or warranty made pursuant to clause 13.1 was incorrect when
      given in respect of a Mortgage Loan assigned to the Trustee in accordance
      with this Deed it must give notice to the other parties to this Deed
      accompanied by sufficient details to identify the relevant Mortgage Loan,
      and the reason the representation or warranty is incorrect, within 5
      Business Days of the Manager or the Relevant Seller (as the case may be)
      becoming so aware. Neither the Manager nor the Sellers are under any
      ongoing obligation whatsoever to conduct any investigation in any manner
      whatsoever to determine if a representation or warranty made pursuant to
      clause 13.1 is incorrect when given in respect of a Mortgage Loan.

14.2  If Trustee Becomes Aware of Incorrect Representations or Warranties

      If the Trustee becomes actually aware that a material representation or
      warranty made pursuant to clause 13.1 was incorrect when given in respect
      of a Mortgage Loan assigned to the Trustee in accordance with this Deed,
      it must give notice to the Manager and the Sellers, accompanied by
      sufficient details to identify the relevant Mortgage Loan and the
      Trustee's reasons for believing that the representation or warranty is
      incorrect, within 5 Business Days of becoming so aware. The Trustee is
      under no obligation whatsoever to conduct any investigation in any manner
      whatsoever to determine if a representation or warranty made pursuant to
      clause 13.1 is incorrect when given in respect of a Mortgage Loan.

14.3  Remedy of Defaults during Prescribed Period

      If with respect to any Mortgage Loan:

      (a)   (Representation or warranty incorrect): any representation or
            warranty made by CBA pursuant to clause 13.1 is incorrect when
            given; and

      (b)   (Notice given under clause 14.1 or 14.2):

            (i)   the Manager or a Seller gives a notice to the Trustee pursuant
                  to clause 14.1; or

            (ii)  the Sellers receive a notice from the Trustee (pursuant to
                  clause 14.2),

                  in either case, not later than 5 Business Days prior to the
                  last day of the Prescribed Period in relation to the Mortgage
                  Loan, then, if that breach is not remedied to the satisfaction
                  of the Trustee within 5 Business Days of the Seller or the
                  Manager giving or receiving the notice (as the case may be),
                  the Mortgage Loan Rights to which such Mortgage Loan relates
                  will be held by the Trustee in accordance with the terms of
                  clause 14.4.

14.4  Holding for CBA Trust during Prescribed Period

      If, in relation to a Mortgage Loan during its Prescribed Period, any
      breach referred to in a notice pursuant to clause 14.3 is not remedied
      within the period specified in clause 14.3, then, on the expiry of the
      time period for remedying the breach specified in clause 14.3 and without
      the necessity for any further act or instrument or other thing being done
      or brought into existence, the Trustee automatically by virtue of this
      Deed holds its entire interest in the Mortgage Loan Rights, of which that
      Mortgage Loan forms part, for the CBA Trust. However,


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      the Trustee is entitled to retain for the Series Trust all Finance Charge
      Collections and Principal Collections received by the Trustee pursuant to
      the relevant Mortgage Loan from the Cut-Off Date to the date of delivery
      of the relevant notice in accordance with clause 14.3.

14.5  Costs

      Each Seller must pay to, or reimburse, the Trustee for all costs and
      expenses (including, without limitation, any legal costs charged at the
      usual commercial rates of the relevant legal services provider and any
      stamp duty and registration fees) arising out of or necessarily incurred
      in connection with the holding by the Trustee of the Relevant Seller's
      interest in any Mortgage Loan Rights in accordance with clause 14.4. Such
      payment (if any) must be made on the same date as payments in respect of
      the relevant Mortgage Loan must be made pursuant to clause 14.6.

14.6  Payment

      Subject to clause 14.8, CBA must pay (or procure payment) to the Trustee,
      in respect of any Mortgage Loan Rights held for the CBA Trust pursuant to
      clause 14.4, within 2 Business Days of the Mortgage Loan Rights becoming
      so held for the CBA Trust, an amount equal to the sum of:

      (a)   (Principal Amount): the principal amount outstanding in respect of
            the relevant Mortgage Loan (as recorded on the Mortgage Loan System)
            as at the date of delivery of the relevant notice in accordance with
            clause 14.3; and

      (b)   (Accrued interest): the accrued but unpaid interest (as at the date
            of delivery of the relevant notice pursuant to clause 14.3) in
            respect of that Mortgage Loan.

14.7  Limitation on Rights of Trustee During Prescribed Period

      The performance by CBA of its obligations under clause 14.6 is the sole
      remedy available to the Trustee during the relevant Prescribed Period in
      respect of a representation or warranty being incorrect when given
      pursuant to clause 13.1 in respect of a Mortgage Loan. The Trustee
      expressly acknowledges and agrees that during the Prescribed Period, other
      than pursuant to clause 14.6, it has no remedy against either Seller in
      respect of any representation or warranty being incorrect when given by
      CBA pursuant to clause 13.1 and which the Trustee becomes actually aware
      of prior to the last day on which the notices referred to in clause
      14.3(b) can be given.

14.8  Limit of Seller's Liability for Mortgage Loans

      Other than the rights of the Trustee pursuant to clause 14.6, neither
      Seller has any liability for any loss or damage caused to the Trustee, any
      Securityholder, any Creditor or any other person in respect of any
      representation or warranty being incorrect when given by CBA pursuant to
      clause 13.1 in respect of a Mortgage Loan in relation to which a notice
      has been received or given pursuant to clause 14.3(b).

14.9  CBA's Liability for Damages After Prescribed Period

      (a)   (Seller to indemnify the Trustee): CBA indemnifies the Trustee
            (whether for its own account or for the account of Securityholders)
            against any costs, damages or loss arising from any representation
            or warranty being incorrect when made by CBA pursuant to clause 13.1
            in relation to a Mortgage Loan and which is discovered by the
            Trustee after the last day on which a notice under clause 14.3(b)
            can be given. The amount of such costs, damages or loss is to be
            agreed between the Trustee and CBA. Failing such agreement the
            amount is to be the amount determined by CBA's external auditors.
            The amount cannot exceed the principal amount outstanding in respect
            of the Mortgage Loan (as recorded on the Mortgage


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            Loan System) and any accrued but unpaid interest and any outstanding
            fees in respect of the Mortgage Loan (calculated at the time of
            agreement between the Trustee and CBA or determination by CBA's
            external auditors, as the case may be).

      (b)   (Seller to pay damages within 7 Business Days): CBA must, within 7
            Business Days of agreement or determination (as the case may be)
            pursuant to clause 14.9(a), pay the relevant sum to the Trustee.

      (c)   (Limitation): The Trustee agrees and acknowledges that the Trustee's
            sole remedy against CBA for breach of any representation or warranty
            in clause 13.1 of which the Trustee has actual notice on or after
            the last day on which the notice referred to in clause 14.3(b) can
            be given is pursuant to clause 14.9(a); and

14.10 Discharge of obligations

      The compliance by CBA with its obligations under clause 14.6 or clause
      14.9 (as the case may be) will discharge all obligations of the Sellers
      with respect to any breach of any representation or warranty made in
      clause 13.1, regardless, in the case of clause 14.6, of whether such
      breach is specified in the relevant notice referred to in clause 14.3(b)
      or not.

14.11 Fraud

      If the Trustee is unable to give a notice under clause 14.2 due to the
      fraud, negligence or wilful default on the part of a Seller or any of its
      officers, employees or agents, the Trustee may take such action against
      the Seller as the Trustee will think fit.

14.12 Trustee's Reliance

      CBA acknowledges that the Trustee has relied, and will if it accepts the
      offer contained in the Sale Notice rely, on the representations and
      warranties made or to be made by it pursuant to clause 13.1.

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15.   Seller's general undertakings

15.1  General Undertakings

      Each Seller undertakes to the Trustee and the Manager that, on or after
      the Closing Date it will, in addition to any of its other undertakings
      under this Deed and in respect of those Mortgage Loan Rights which then
      form part of the Assets of the Series Trust, at its own expense:

      (a)   (Execute further instruments): following the occurrence of a
            Perfection of Title Event and the request in writing of the Trustee,
            promptly execute, acknowledge and deliver or cause to be executed,
            acknowledged and delivered such amendments to this Deed and such
            further instruments and take such further action as may be
            reasonably necessary to preserve and protect the interest of the
            Trustee in and the value of the Mortgage Loan Rights and assist and
            co-operate with the Trustee, the Servicer and the Manager in the
            Trustee obtaining legal title to the Mortgage Loan Rights following
            a Perfection of Title Event;

      (b)   (Give notice of adverse claim): following receipt of actual notice
            of a claim by a third party with respect to or a challenge to the
            sale and/or assignment of any Mortgage Loan Right, promptly:

            (i)   give notice in writing of such action or claim to the Trustee
                  and, if CBA is not the Servicer, the Servicer;

            (ii)  give notice in writing to the third party claimant of the
                  Trustee's beneficial ownership of the Mortgage Loan Right,
                  with a copy to the


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                  Trustee;

            (iii) give notice in writing to the court (if any) in which such
                  claim was filed of the Trustee's interest in the Mortgage
                  Loan, with a copy to the Trustee; and

            (iv)  pay to, or reimburse, the Trustee immediately upon demand all
                  reasonable costs and expenses, including, without limitation,
                  any stamp duty and registration fees, necessarily incurred by
                  the Trustee in maintaining its interest in the Mortgage Loan
                  Rights or with respect to giving any related notices to any
                  Borrower or other party to any Transaction Document;

      (c)   (Assist Servicer:) take such action as the Servicer may from time to
            time reasonably request in connection with the management,
            maintenance and enforcement of the Mortgage Loan Rights;

      (d)   (Give notice of Security Interests): promptly notify the Trustee
            after it becomes aware of the creation or existence of any Security
            Interest in relation to any Mortgage Loan Rights competing with its
            interest or the interest of the Trustee in any Mortgage Loan Rights;

      (e)   (Retain legal title to Mortgage Loan Rights): subject to this Deed,
            at all times ensure that it retains the legal ownership of its
            Mortgage Loan Rights;

      (f)   (Execute documents of extinguishment): execute such documents and
            instruments as will reasonably be requested by the Trustee to effect
            the extinguishment of the Trustee's right, title and interest in a
            Mortgage Loan Right pursuant to this Deed;

      (g)   (Pay costs of extinguishment): pay to, or reimburse, the Trustee
            immediately on demand for all reasonable costs and expenses
            including, without limitation, any stamp duty and registration fees,
            arising out of or necessarily incurred in connection with the
            extinguishment of the Trustee's right, title and interest in a
            Mortgage Loan Right pursuant to this Deed;

      (h)   (Perform obligations): duly and punctually perform each of its
            obligations under each of the Mortgage Documents to which it is a
            party, including any obligation to notify a Borrower of any change
            in interest rates;

      (i)   (Notify breaches): give notice to the Manager and to the Trustee
            promptly upon becoming aware that any representation or warranty
            made by CBA in clause 13.1 was incorrect when made;

      (j)   (Set-off): if a Seller exercises a right of set-off or combination
            in respect of any Mortgage Loan, or if any right of set-off is
            exercised against a Seller in respect of any Mortgage Loan, pay to
            the Trustee, subject to any laws relating to preferences (or the
            equivalent), the amount of, respectively, any benefit accruing to
            that Seller as a result of the exercise of its right of set-off or
            combination or the amount of any right of set-off exercised against
            the Seller; and

      (k)   (Security Interest): not grant any Security Interest over its
            remaining right, title and interest in any Mortgage Loan Right.

15.2  Seller not bound by Undertaking

      If the Trustee has legal title to a Mortgage Loan Right which has been
      assigned to it, the undertakings of the Relevant Seller set out in
      paragraphs (d), (e), (h), (i), (j),and (k) of clause 15.1 cease to apply
      in respect of the relevant Mortgage Loan Rights.


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15.3  Relevant Seller Downgrade

      If at any time a Relevant Seller has a short term deposit credit rating
      assigned by Moody's which is lower than P1 (or such other rating as is
      agreed between the Manager, the Trustee, the Relevant Seller and Moody's)
      or has a long term deposit credit rating assigned by S&P which is lower
      than BBB (or such other rating as is agreed between the Manager, the
      Trustee, the Relevant Seller and S&P) or has a long term rating assigned
      by Fitch of lower than BBB (or such other rating as is agreed between the
      Manager, the Trustee, the Relevant Seller and Fitch) then (whether or not
      clause 15.6 has previously applied) CBA must (for itself, if it is the
      Relevant Seller and for Colonial State Bank, if Colonial State Bank is the
      Relevant Seller):

      (a)   (Make a Seller Deposit): as a prepayment of its obligations pursuant
            to clause 15.1(k) to pay to the Trustee the amount of any set-off
            that may thereafter be exercised against the Relevant Seller,
            deposit or maintain in an account (the "Set-Off Account") with an
            Eligible Depository which has a short term credit rating of A-1 +
            from S&P (which may be the Collections Account while the holder of
            the Collections Account is rated in this manner) on each Monthly
            Distribution Date thereafter (after giving effect to the payments to
            be made on that Monthly Distribution Date) an amount which is the
            greater of the following:

            (i)   in the case of a lower rating by S&P, the amount from time to
                  time agreed with S&P or, failing agreement, the amount from
                  time to time specified by S&P, which is sufficient in either
                  case (as applicable) so as to not result in a reduction,
                  qualification or withdrawal of the then credit rating assigned
                  by S&P to the Securities; or

            (ii)  in the case of a lower rating by Moody's or Fitch (as
                  applicable), unless otherwise agreed by Moody's or Fitch (as
                  the case may be), an amount equal to whichever of paragraphs
                  (A) or (B) below applies:

                  A.    if the Relevant Seller is the legal owner of its
                        Mortgage Loans, 125% of the aggregate of the credit
                        balances of the Mortgage Interest Saver Accounts then
                        existing in respect of those Mortgage Loans which do not
                        have a Waiver of Set-Off and which are then part of the
                        Assets of the Series Trust as at the preceding
                        Determination Date; or

                  B.    if the Relevant Seller is no longer the legal owner of
                        its Mortgage Loans, 125% of the aggregate of the credit
                        balances of the Mortgage Interest Saver Accounts then
                        existing in respect of each such Mortgage Loan which
                        does not have a Waiver of Set-Off and which is then part
                        of the Assets of the Series Trust as at the date that
                        the Relevant Seller ceased to be the legal owner of that
                        Mortgage Loans; or

      (b)   (Other Arrangements): implement such other arrangements as are from
            time to time agreed between CBA and S&P (in the case of a lower
            rating by S&P), Moody's (in the case of a lower rating by Moody's)
            or Fitch (in the case of a lower rating by Fitch) (and notified by
            CBA to the Trustee and the Manager) so as to ensure that S&P,
            Moody's or Fitch (as the case may be) does not reduce, qualify or
            withdraw the then credit rating assigned by it to the Securities (if
            such other arrangements cannot be so agreed with S&P, Moody's or
            Fitch (as the case may be), CBA must comply with clause 15.3(a) in
            relation to S&P, Moody's or Fitch, as the case may be),

      provided that CBA will not have any obligation pursuant to this clause
      15.3 if all Mortgage Loans which are Assets of the Series Trust have a
      Waiver of Set-Off.


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15.4  Reduction or Increase of Seller Deposit

      If on a Monthly Distribution Date to which clause 15.3(a) applies:

      (a)   (Reduction): the required amount of the Seller Deposit pursuant to
            clause 15.3(a) is less than the existing amount of the Seller
            Deposit, the Manager will direct the Trustee to repay (and upon
            receipt of such direction the Trustee will repay on that Monthly
            Distribution Date) to CBA from the Set-Off Account the difference
            between the required amount of the Seller Deposit on that Monthly
            Distribution Date and the existing amount of the Seller Deposit; and

      (b)   (Increase): the required amount of the Seller Deposit pursuant to
            clause 15.3(a) is greater than the existing amount of the Seller
            Deposit, CBA will deposit in the Set-Off Account on that Monthly
            Distribution Date the difference between the required amount of the
            Seller Deposit on that Monthly Distribution Date and the existing
            amount of the Seller Deposit.

15.5  Interest on Seller Deposit

      On each Determination Date, the Manager will determine the amount (if any)
      that has been received in the Collection Period just ended in respect of
      interest that has been earned on the Set-Off Account and which is
      attributable to the Seller Deposit (if any) deposited in the Set-Off
      Account and will instruct the Trustee to pay such interest to CBA on the
      next Monthly Distribution Date.

15.6  Seller Upgrade

      If, following the application of clause 15.3(a), the Relevant Seller which
      was affected by the application of that clause is assigned (by the
      relevant Rating Agency or Rating Agencies responsible for triggering the
      application of that clause) a short term deposit credit rating by Moody's
      of at least P1 (or such other rating as is agreed between the Manager, the
      Trustee, the Relevant Seller and Moody's), a long term deposit credit
      rating by S&P of at least BBB (or such other rating as is agreed between
      the Manager, the Trustee, the Relevant Seller and S&P) or a long term
      rating by Fitch of BBB (or such other rating as is agreed between the
      Manager, the Trustee, the Relevant Seller and Fitch), or if alternative
      arrangements referred to in clause 15.3(b) are agreed (with the relevant
      Rating Agency or Rating Agencies referred to therein) which do not require
      the maintenance of a Seller Deposit, the Manager will direct the Trustee
      to repay (and within 2 Business Days of receipt of such direction the
      Trustee will repay) to CBA from the Set-Off Account the then Seller
      Deposit (which has not previously been utilised in accordance with clause
      15.8(b)) together with all accrued, but unpaid, interest on that amount
      determined in accordance with clause 15.5.

15.7  Termination of Series Trust or Amendments to Mortgage Loans

      On the earlier of:

      (a)   the date upon which all Mortgage Loans which are Assets of the
            Series Trust have a Waiver of Set-Off, and

      (b)   the Termination Payment Date,

      the Manager will direct the Trustee to repay (and upon receipt of such
      direction the Trustee will repay) to CBA from the Set-Off Account the then
      Seller Deposit (which has not previously been utilised in accordance with
      clause 15.8(b)) together with all accrued, but unpaid, interest on that
      amount determined in accordance with clause 15.5.


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<PAGE>

15.8  Withdrawals from the Collections Account

      The Manager may only direct the Trustee to, and the Trustee may only, make
      withdrawals from the Seller Deposit in the Set-Off Account as follows:

      (a)   (Repay Seller Deposit): to repay to CBA the Seller Deposit pursuant
            to clauses 15.4(a), 15.6 and 15.7; or

      (b)   (Meet Seller obligations) to meet any obligation of CBA (in that
            capacity) to make any payment to the Trustee pursuant to clause
            15.1(k) in relation to the amount of any right of set-off exercised
            against a Seller referred to therein, provided that a Seller has
            failed to make such payment within 20 Business Days of receipt by a
            Seller of notice from the Trustee or the Manager that such payment
            is due and unpaid.

15.9  Termination of Mortgage Interest Saver Accounts

      Each Seller will, following notice by the Trustee to the relevant
      Borrowers pursuant to clause 24.3(b) after the occurrence of a Perfection
      of Title Event, subject to any contractual notice requirements by which
      such Seller is bound, promptly withdraw all interest off-set benefits (if
      any) that would otherwise be available to Borrowers under the terms of
      their Mortgage Interest Saver Accounts with such Seller.

15.10 Gross Up for Mortgage Interest Saver Accounts

      Each Seller must pay the Servicer (as part of the Collections to be
      deposited by the Servicer into the Collections Account in accordance with
      clause 22) any amount which would otherwise be received by the Servicer as
      a Collection to the extent that the obligation to pay such amounts is
      discharged or reduced by virtue of the terms of a Mortgage Interest Saver
      Account with such Seller. Such payment must be made on the day that the
      relevant amount would otherwise have been received.

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16.   Servicing of Mortgage Loan Rights

16.1  Appointment of Servicer

      The Servicer is hereby appointed and agrees to act as the Servicer of the
      Mortgage Loan Rights (with effect on and from the Cut-Off Date) which,
      from time to time, form part of the Assets of the Series Trust, on the
      terms and conditions of this Deed.

16.2  Obligation to Act as Servicer until Termination of Appointment

      The Servicer's duties and obligations contained in this Deed continue
      until the date of the Servicer's retirement or removal as Servicer in
      accordance with this Deed.

16.3  General Servicing Obligation

      The Servicer must ensure that the servicing of the Mortgage Loan Rights
      which from time to time form part of the Assets of the Series Trust
      (including the exercise of the express powers set out in this clause 16)
      is:

      (a)   (In compliance with this clause 16): in compliance with the express
            limitations in this clause 16 (unless the prior written consent of
            the Manager and the Trustee is obtained); and

      (b)   (In accordance with Servicing Standards): to the extent that this
            clause 16 does not provide otherwise, in accordance with the
            Servicing Standards.


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<PAGE>

16.4  Power to Service

      (a)   (Servicing functions vested in Servicer): The function of servicing
            the Mortgage Loan Rights which at any given time form part of the
            Assets of the Series Trust is vested in the Servicer and it is
            entitled to undertake the servicing of those Mortgage Loan Rights to
            the exclusion of the Trustee (other than when acting as Servicer in
            accordance with clause 18) and the Manager.

      (b)   (Express powers): Without limiting its general powers, the Servicer
            has the express powers set out in this clause 16 in relation to the
            servicing of the Mortgage Loan Rights which at any given time form
            part of the Assets of the Series Trust.

16.5  Exercise of Discretions

      The Servicer must, in servicing the Mortgage Loan Rights which then form
      part of the Assets of the Series Trust, exercise its power and discretions
      under this Deed, the Servicing Guidelines, and the relevant Mortgage
      Documents to which it is a party in accordance with standards and
      practices suitable for a prudent lender in the business of making retail
      home loans.

16.6  Servicer's Undertaking Regarding Mortgage Loan Rights

      The Servicer undertakes for the benefit of the Trustee, that it will
      either directly (including by the exercise of its delegated powers under
      this Deed and the Master Trust Deed from the Trustee and the Sellers) or
      indirectly:

      (a)   (Duly stamp): promptly ensure that any Mortgage Loan Document in
            relation to a Mortgage Loan following any amendment, consolidation,
            supplementation, novation or substitution of a Mortgage, is duly
            stamped (if liable to stamp duty) and duly registered (where
            registration is required) with the relevant land titles office to
            constitute, in the case of a Mortgage, a subsisting first-ranking
            registered mortgage over the relevant property;

      (b)   (Notify breaches of Servicing Guidelines): promptly notify the
            Trustee and the Manager of any material breach of the Servicing
            Guidelines by the Servicer in relation to the servicing of the
            Mortgage Loan Rights then forming part of the Assets of the Series
            Trust;

      (c)   (Comply with Mortgage Insurance Policies): notwithstanding any other
            provision in this Deed, comply with its material obligations under
            any Mortgage Insurance Policy in respect of Mortgage Loans then
            forming part of the Assets of the Series Trust;

      (d)   (Execute documents): at the Trustee's request (acting on the
            direction of the Manager), execute such further documents and do
            anything else (including, without limitation, executing further
            powers of attorney substantially in the form of Schedules 2, 3 and
            4) that the Trustee reasonably requires to ensure its ability to
            register Mortgage Transfers and the registration of the Power of
            Attorney in each jurisdiction of Australia;

      (e)   (Upstamp): if a Seller makes any further advance or otherwise
            provides further financial accommodation to a Borrower, ensure that
            any further stamp duty which becomes payable on the relevant
            Mortgage Documents as a result of such further advance or provision
            of financial accommodation is duly paid promptly in accordance with
            any applicable laws;

      (f)   (Make calculations): upon receipt of notice that a Borrower desires
            to repay a Mortgage Loan in full, prepare and make available
            documentation and make such


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<PAGE>

            calculations as are necessary to enable the repayment of the
            Mortgage Loan and discharge of the corresponding Mortgage and any
            Collateral Securities (provided that the Servicer is not required to
            discharge a Mortgage or Collateral Securities if they also secure
            another Mortgage Loan or an Other Loan);

      (g)   (Deliver Mortgage Documents and Perform obligations):

            (1)   if a Perfection of Title Event occurs, promptly deliver to the
                  Trustee (or procure delivery to the Trustee of) all Mortgage
                  Documents not otherwise provided to the Trustee in accordance
                  with clause 25 and (subject to any restrictions imposed by any
                  law) promptly provide such evidence in its possession or
                  control as may be required by the Trustee to support any claim
                  in respect of any Mortgage Loan Rights; and

            (2)   duly and punctually perform each of its material obligations
                  under this Deed and under each of the Mortgage Documents and
                  the Transaction Documents to which it is a party;

      (h)   (Perfection of Title Event): assist and co-operate with the Trustee
            and the Manager in the Trustee obtaining legal title to the Mortgage
            Loan Rights following a Perfection of Title Event;

      (i)   (Write-offs): where any material amount of a Mortgage Loan has been
            written off as uncollectible in accordance with the Servicing
            Guidelines and this Deed and GEMI orPMI, as the case may be, has
            rejected a claim made by the Servicer under the applicable Mortgage
            Insurance Policy, ensure that the documentation relevant to that
            Mortgage Loan is examined to determine whether the representations
            and warranties made pursuant to clause 13.1 in respect of that
            Mortgage Loan were correct at the Cut-Off Date. After such
            examination, the Servicer must notify the Trustee if the
            representations and warranties made pursuant to clause 13.1 were
            incorrect when given in respect of that Mortgage Loan as at the
            Cut-Off Date (and if the Servicer and the Seller are the same person
            such notice will be deemed to be a notice given by the Seller under
            clause 14.1, and must comply with that clause) and if this is the
            case CBA must, if the determination made by the Servicer in this
            paragraph is made after the expiry of the Prescribed Period, pay
            damages to the Trustee in accordance with clause 14.9;

      (j)   (Fixed Rate Swaps): ensure that before the Servicer agrees with a
            Borrower, or allows a Borrower to elect, to vary the rate of
            interest payable under a Mortgage Loan to become a fixed rate for a
            given period, the Trustee and the Manager have entered into (or have
            confirmed that they will enter into) a Fixed Rate Swap for that
            given period in accordance with section 16 of the Interest Rate Swap
            Agreement. Upon the request of the Servicer, the Manager must enter
            into and must direct the Trustee to enter into (and upon such
            direction the Trustee must enter into) a Fixed Rate Swap in
            accordance with section 16 of the Interest Rate Swap Agreement. The
            maximum term of a Fixed Rate Swap entered into pursuant to this
            clause must not exceed 10 years unless the Rating Agencies confirm
            that entering into a Fixed Rate Swap for a longer period will not
            result in a reduction, qualification or withdrawal in the then
            current credit rating of any Security. The Servicer is not in breach
            of this clause 16.6(j) if the Trustee and the Manager fail to enter
            into a Fixed Rate Swap in accordance with a request of the Servicer
            pursuant to this clause 16.6(j); and

      (k)   (Basis Cap): ensure that before the Servicer agrees with a Borrower,
            or allows a Borrower to elect, to cap the variable rate of interest
            payable under a Mortgage Loan for a given period, the Trustee and
            the Manager have entered into (or have confirmed that they will
            enter into ) an Interest Rate Basis Cap for that given period in
            accordance with Part 5(18) of the Schedule to the Interest Rate Swap
            Agreement.


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<PAGE>

            Upon the request of the Servicer, the Manager must enter into and
            must direct the Trustee to enter into (and upon such direction the
            Trustee must enter into) an Interest Rate Basis Cap in accordance
            with such Part. The maximum term of an Interest Rate Basis Cap
            entered into pursuant to this clause must not exceed 10 years unless
            the Rating Agencies confirm that entering into an Interest Rate
            Basis Cap for a longer period will not result in a reduction,
            qualification or withdrawal in the then current credit rating of any
            Security. The Servicer is not in breach of this clause 16.6(k) if
            the Trustee and the Manager fail to enter into an Interest Rate
            Basis Cap in accordance with a request of the Servicer pursuant to
            this clause 16.6(k).

16.7  Interest Rates on Mortgage Loans

      The Servicer must, as part of its function of servicing the Mortgage
      Loans, set the interest rate charged and the monthly instalment to be paid
      by the Borrower on each Mortgage Loan forming part of the Assets of the
      Series Trust. The Servicer must ensure that the monthly instalment to be
      paid in relation to each Mortgage Loan is equal to or greater than the
      monthly interest payable on that Mortgage Loan (but without limiting any
      right of the Borrower to pay less than the monthly instalment, or no
      monthly instalment, where the amount outstanding under the Mortgage Loan
      is less than the Scheduled Balance of the Mortgage Loan). For so long as
      CBA is the Servicer, such interest rate must be the interest rate which
      the Relevant Seller charges on the same type of mortgage loan (having
      regard, among other things, to the nature of the Mortgage Loan product and
      the type of borrower) which is recorded on its Mortgage Loan System but
      which has not been assigned to the Trustee, unless this Deed requires the
      Servicer to charge a different interest rate in respect of that Mortgage
      Loan.

16.8  Release or Substitution of Security

      (a)   (Substitution and release): The Servicer may in relation to a
            Mortgage Loan which is then an Asset of the Series Trust, release or
            substitute any corresponding Mortgage or First Layer of Collateral
            Security provided that this is in accordance with the corresponding
            any Mortgage Insurance Policy and the Servicing Guidelines.

      (b)   (Indemnity): The Servicer indemnifies the Trustee (whether on its
            own account or for the account of the Securityholders of the Series
            Trust) against any costs (including legal costs charged at the usual
            commercial rates of the relevant legal services provider), damages
            or loss it suffers as a result of any release or substitution of any
            Mortgage or First Layer of Collateral Securities which then are
            Assets of the Series Trust not being in accordance with clause
            16.8(a). The amount of the costs, damages and loss is to be
            determined by agreement between the Trustee and the Servicer or,
            failing agreement, by the Servicer's external auditors. The amount
            cannot exceed the principal amount outstanding in respect of the
            Mortgage Loan (as recorded on the Mortgage Loan System) and any
            accrued but unpaid interest and any outstanding fees in respect of
            the Mortgage Loan (calculated at the time of Agreement between the
            Trustee and the Servicer or by the Servicer's external auditors, as
            the case may be).

16.9  Variation or Relaxation of Terms of Mortgage Loans

      (a)   (Variations): Subject to clauses 16.9(b) and 16.25, the Servicer may
            vary, extend or relax the time to maturity, the terms of repayment
            or any other term of a Mortgage Loan and its related Mortgage and
            First Layer of Collateral Securities which are then Assets of the
            Series Trust.

      (b)   (Limitations on variations): Except as contemplated by clause 16.14
            or where a Mortgage Loan is regarded as having been repaid in full
            as provided in clause 16.20(b), the Servicer must not grant any
            extension of the time to maturity of a


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<PAGE>

      Mortgage Loan which is then an Asset of the Series Trust beyond 30 years
      from the Settlement Date for the Mortgage Loan or allow any reduced
      monthly payment that would result in such an extension.

16.10 Release of Debt

      Subject to clause 16.14, the Servicer may not voluntarily release a
      Borrower from any amount owing in respect of a Mortgage Loan, related
      Mortgage or First Layer of Collateral Security unless that amount has been
      written off by the Servicer, or the Servicer has determined to write-off
      such amount, in either case in accordance with the Servicing Standards.

16.11 Waivers, Releases and Compromises

      Subject to clauses 16.9 and 16.10, the Servicer may:

      (a)   (Waive breaches): waive any breach under, or compromise, compound or
            settle any claim in respect of; or

      (b)   (Grant releases): release any party from an obligation or claim
            under,

      a Mortgage Loan which is then an Asset of the Series Trust or any related
      Mortgage or First Layer of Collateral Securities.

16.12 Consent to subsequent Security Interests

      The Servicer may consent to the creation or existence of any Security
      Interest in relation to any Land the subject of a Mortgage which is then
      an Asset of the Series Trust:

      (a)   (Third Parties): in favour of a party, other than the Trustee or a
            Seller, only if by way of a priority agreement or otherwise the
            Servicer ensures that the relevant Mortgage will rank ahead in
            priority to the third party's Security Interest on enforcement for
            an amount not less than the principal amount (plus accrued but
            unpaid interest) outstanding on the Mortgage Loan (as recorded on
            the Mortgage Loan System) plus such extra amount (if any) as is
            determined in accordance with the Servicing Guidelines;

      (b)   (Trustee or Seller): in favour of the Trustee or a Seller in which
            case the Trustee and the Seller agree that the relevant Mortgage
            will rank ahead in priority to the Trustee's Security Interest or
            the Seller's Security Interest (as the case may be) on enforcement
            for an amount equal to the principal amount (plus accrued but unpaid
            interest) outstanding on the Mortgage Loan (as recorded on the
            Mortgage Loan System) plus such extra amount (if any) as is
            determined in accordance with the Servicing Guidelines. This clause
            will continue to bind the Trustee following its retirement or
            removal pursuant to clause 19 of the Master Trust Deed.

16.13 Consent to Leases etc

      The Servicer may, in accordance with the Servicing Guidelines, consent to
      the creation of any leases, licences or restrictive covenants in respect
      of Land subject to a Mortgage which is then an Asset of the Series Trust.

16.14 Relief under Binding Provision or on Order of Competent Authority

      (a)   (Grant releases etc.): The Servicer may:

            (i)   release a Mortgage or a First Layer of Collateral Security
                  which is then an Asset of the Series Trust;

            (ii)  reduce the amount outstanding under, or vary the terms
                  (including,


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<PAGE>

                  without limitation, in relation to repayment) of, any Mortgage
                  Loan, related Mortgage or First Layer of Collateral Security
                  which is then an Asset of the Series Trust; or

            (iii) grant other relief to a Borrower or the provider of a First
                  Layer of Collateral Security which are then Assets of the
                  Series Trust,

            when to do so is pursuant to a Binding Provision or an order,
            decision, finding, judgment or determination of a Competent
            Authority.

      (b)   (If order or determination results from failure of Servicer): If it
            is determined that the order, decision, finding, judgment or
            determination referred to in clause 16.14(a) was made by the
            Competent Authority as a result of a Seller or the Servicer:

            (i)   breaching any Binding Provision, applicable regulation,
                  statute or official directive at the time the Mortgage, the
                  First Layer of Collateral Security or the Mortgage Loan was
                  granted or a Seller Advance was made in respect of such
                  Mortgage Loan (other than a Binding Provision, regulation,
                  statute or official directive which provides for relief on
                  equitable or like grounds when paragraph (ii) is also not
                  satisfied); or

            (ii)  not acting in accordance with the standards and practices
                  suitable for a prudent lender in the business of making retail
                  home loans,

            then the Servicer must notify the Trustee of the making of such an
            order, decision, finding, judgment or determination and CBA (on
            behalf of the Relevant Seller) or the Servicer (as the case may be)
            must pay damages to the Trustee by 10.00 am on the Monthly
            Distribution Date next occurring after such notification is given by
            the Servicer. The amount of such damages will be the amount agreed
            between the Trustee (acting on expert advice taken pursuant to
            clause 16.6 of the Master Trust Deed, if necessary) and CBA or the
            Servicer, as the case may be (or, failing agreement, by CBA's or the
            Servicer's external auditors) as being sufficient to compensate the
            Trustee for any losses suffered by the Series Trust as a result of
            the release, reduction, variation or relief (as the case may be).
            The amount cannot exceed the principal amount outstanding in respect
            of the relevant Mortgage Loan (as recorded on the Mortgage Loan
            System) and any accrued but unpaid interest and any outstanding fees
            in respect of the Mortgage Loan (calculated in both cases at the
            time of Agreement between the Trustee and CBA or the Servicer or by
            CBA's or the Servicer's external auditors, as the case may be).

16.15 Litigation

      The Servicer may institute litigation in respect of the collection of any
      amount owing under a Mortgage Loan which is then an Asset of the Series
      Trust but is not required to do so or to continue any litigation if the
      Servicer has reasonable grounds for believing, based on advice from its
      legal advisers (either internal or external), that:

      (a)   (Mortgage Loan unenforceable): the Servicer is, or will be, unable
            to enforce the provisions of the Mortgage Loan under which such
            amount is owing; or

      (b)   (Proceedings uneconomical): the likely proceeds from such
            litigation, in light of the expenses in relation to the litigation,
            do not warrant such litigation.

16.16 Enforcement Action

      (a)   (Servicer may take enforcement action): Subject to clause 16.26(u),
            the Servicer may take such action to enforce a Mortgage Loan and any
            related Mortgage or First


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            Layer of Collateral Securities which are then Assets of the Series
            Trust which it determines should be taken.

      (b)   (Servicer must not take or fail to take action in certain
            circumstances): The Servicer must not knowingly take any action, or
            knowingly fail to take any action, if that action or failure to take
            action will interfere with the enforcement by the Servicer or
            Trustee of any Mortgage Loan Rights which are then Assets of the
            Series Trust (unless such action or failure is in accordance with
            the Servicing Standards).

16.17 Incurring Additional Expenses

      The Servicer may incur any Expenses referred to in paragraph (a) of that
      definition in connection with the management, maintenance or sale of any
      property secured by a Mortgage or a First Layer of Collateral Security
      which are then Assets of the Series Trust and the Trustee must reimburse
      the Servicer for such Expenses, to the extent funds are available for this
      purpose pursuant to clauses 10.2A(h) and 10.2B(h), on each relevant
      Monthly Distribution Date and, if such Expenses are not reimbursed in full
      on any Monthly Distribution Date, must reimburse the balance unpaid on
      each subsequent Monthly Distribution Date from the funds available for
      this purpose pursuant to clauses 10.2A(h) and 10.2B(h) on that Monthly
      Distribution Date.

16.18 Mortgage Insurance and Insurance Policy Claims

      The Servicer may, in accordance with the Servicing Standards, compromise,
      compound or settle any claim in respect of any Mortgage Insurance Policy
      or any Insurance Policy which is then an Asset of the Series Trust.

16.19 Insurance Policy Proceeds

      (a)   (Release of insurance proceeds): Proceeds received in respect of an
            Insurance Policy in respect of Land which is then an Asset of the
            Series Trust may be released, on the Trustee's behalf, if:

            (i)   such release of proceeds is conducted in accordance with the
                  Servicing Standards; and

            (ii)  the proceeds are paid on an invoice-by-invoice basis directly
                  to those who are carrying out work to rebuild, reinstate or
                  repair the property to which the proceeds relate.

      (b)   (Application of insurance proceeds): Any proceeds referred to in
            clause 16.19(a) which are not released in accordance with that
            clause must be applied in compliance with the Servicing Guidelines
            to the account established in the Servicer's records for the
            relevant Mortgage Loan up to the principal amount outstanding in
            respect of that Mortgage Loan plus accrued but unpaid interest.

      (c)   (Servicing Transfer): If a Servicing Transfer occurs the Servicer
            must immediately pay to the Trustee all proceeds previously retained
            by it under paragraph (a) and not yet released under paragraph (a).

16.20 Seller Advances

      If a Seller makes a further advance to a Borrower and:

      (a)   (Separate account and trusts): the Relevant Seller opens a separate
            account in its records in relation to the advance, the advance is
            considered for the purposes of this Deed to be an Other Loan and
            upon creation, the Trustee will automatically by virtue of this
            Deed, and without the necessity for any further act or thing to be
            done


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            or brought into existence, hold the benefit of its right, title and
            interest in such Other Loan for the Relevant Seller as trustee of
            the CBA Trust and the Trustee will hold any Mortgage and any First
            Layer of Collateral Securities in respect of such Other Loan in
            accordance with clause 7.2 and any Second Layer of Collateral
            Securities in respect of such Other Loan in accordance with clause
            7.1;

      (b)   (Advance leads to Scheduled Balance being exceeded): the Relevant
            Seller records the advance as a debit to the account in its records
            for an existing Mortgage Loan which is then part of the Assets of
            the Series Trust and the advance leads to the Scheduled Balance in
            respect of that Mortgage Loan (prior to the approval of the advance)
            being exceeded by more than one scheduled monthly instalment, the
            Mortgage Loan is, for the purposes of this Deed only, treated as
            having been repaid in full by the payment by the Seller to the
            Trustee of the sum necessary to repay that Mortgage Loan. Such
            payment from the Relevant Seller must equal the principal balance
            plus accrued but unpaid interest and fees owing in respect of the
            Mortgage Loan before the advance was made and must be paid by the
            Relevant Seller to the Trustee and, following such payment,
            allocated by the Trustee to the Collections Account of the Series
            Trust; or

      (c)   (Advance does not lead to Scheduled Balance being exceeded): the
            Relevant Seller records the advance as a debit to the account in its
            records for an existing Mortgage Loan which is then part of the
            Assets of the Series Trust and this does not lead to the Scheduled
            Balance in respect of that Mortgage Loan being exceeded by more than
            one scheduled monthly instalment, the advance is treated as an
            advance made pursuant to the terms of the relevant Mortgage Loan and
            the rights to repayment of such will be a Mortgage Loan Right
            forming part of the Assets of the Series Trust.

16.21 Restrictions on Seller Advances

      CBA shall not, and shall ensure that the other the Seller does not:

      (a)   make an advance pursuant to clause 16.20(b) in relation to a
            Mortgage Loan which the Servicer has determined, in accordance with
            the Servicing Standards, is a non-performing loan; or

      (b)   make an advance pursuant to clause 16.20(c) if the then aggregate
            of:

            (i)   (Seller Advances): all Seller Advances not repaid by the
                  relevant Borrower (calculated on the basis that, for this
                  purpose only, any payments on account of principal in respect
                  of a Mortgage Loan first reduce the amount of the Seller
                  Advances made in relation to that Mortgage Loan) in relation
                  to Mortgage Loans then part of the Assets of the Series Trust;
                  and

            (ii)  (Standby Redraw Facility Principal): the then Standby Redraw
                  Facility Principal,

            exceed, or will as a result of the advance exceed, the then Standby
            Redraw Facility Limit.

      If a Seller makes an advance to a Borrower which results in a breach of
      CBA's obligations under this clause, then:

      (c)   that advance will, for all purposes, be treated as a Seller Advance
            (and as if properly made in accordance with clause 16.20(c)); and

      (d)   CBA indemnifies the Trustee (whether on its own account or for the
            account of the Securityholders of the Series Trust) against any
            costs, damages or loss it suffers as a


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            result of such a breach (except to the extent to which such costs,
            damages or loss is recoverable by the Trustee pursuant to a Mortgage
            Insurance Policy).

16.22 Servicer's Actions Binding on Trustee

      Without limiting in any way the Servicer's liability to the Trustee for
      breaching the provisions of this Deed, any act by the Servicer in
      servicing Mortgage Loan Rights which are Assets of the Series Trust is
      binding on the Trustee whether or not such act or omission is in
      compliance with this clause 16.

16.23 Servicer to Pay its Own Expenses

      Subject to clause 16.17, the Servicer must pay from the amount received
      under clause 19.4 all expenses incurred by it in connection with servicing
      the Mortgage Loans, including expenses related to the collection of the
      Mortgage Loans, the fees and disbursements of independent accountants and
      all other fees and expenses which are not expressly stated in this Deed or
      the Master Trust Deed to be payable by the Trustee. The Servicer must, at
      least 5 Business Days before each Monthly Distribution Date, forward to
      the Manager a list of expenses for the Collection Period just ended for
      which it is seeking reimbursement pursuant to this clause.

16.24 Servicer to transmit information to Manager

      The Servicer must prepare and transmit to the Manager on or before the day
      which is 2 Business Days before each Quarterly Distribution Date the
      information necessary to enable the Manager to prepare the Quarterly
      Certificate and the Pool Performance Data in respect of the Collection
      Period just ended. The Servicer will not be in breach of this clause 16.24
      if it fails to provide the Pool Performance Data to the Manager provided
      that it has used reasonable endeavours to produce the Pool Performance
      Data for that Collection Period but has been unable to do so with
      sufficient accuracy (as determined by the Servicer and taking into account
      the likely distribution of the Pool Performance Data and uses to be made
      of the Pool Performance Data).

16.25 Proposed amendments to Servicing Guidelines

      The Servicer must deliver copies of all proposed material amendments to
      the Servicing Guidelines which relate to the Servicer's servicing
      functions in respect of the Mortgage Loan Rights then comprising Assets of
      the Series Trust to each Support Facility Provider where the consent of
      such Support Facility Provider to such material amendment is required
      under the terms of the corresponding Support Facility. The adoption of
      those amendments by the Servicer takes effect upon the consent of the
      Support Facility Provider to the proposed amendment (or, where provided
      under the Support Facility, upon the date that the Support Facility
      Provider is deemed to have consented to the proposed amendment). The
      Servicer must deliver a copy of any proposed material amendment to the
      Servicing Guidelines to the Trustee, the Manager and the Rating Agencies.
      The Servicer must not amend the Servicing Guidelines unless each Rating
      Agency has either:

      (a)   (Confirmed No Downgrade): confirmed (either orally or in writing)
            that the proposed amendment will not result in a reduction,
            qualification or withdrawal of its then current rating of the
            Securities; or

      (b)   (10 Business days after delivery): not notified the Relevant Seller
            of its intention not to reaffirm the then current rating of a
            Security, within 10 Business Days after the delivery to it of the
            proposed amendments.

16.26 Further Servicer Undertakings

      The Servicer further undertakes for the benefit of the Trustee, the
      Manager, the Security holders and the Residual Unitholder that it will:


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      (a)   (Audited accounts): give the Trustee the audited Accounts of the
            Servicer for each financial year of the Servicer within 120 days of
            the end of that year;

      (b)   (Keep proper books): keep proper and adequate books of account
            (which may be kept electronically) for the Mortgage Loan Rights of
            the Series Trust;

      (c)   (Information): subject to the provisions of the Privacy Act and the
            Servicer's duty of confidentiality to its clients under general law
            or otherwise, promptly make available to the Manager, the Auditor
            and the Trustee any books, reports or other oral or written
            information and supporting evidence of which the Servicer is aware
            that they reasonably request with respect to the Series Trust or the
            Assets of the Series Trust from time to time or with respect to all
            matters in the possession of the Servicer in respect of the
            activities of the Servicer to which this Deed relates;

      (d)   (Notify material misrepresentations): notify the Manager and the
            Trustee promptly if it becomes actually aware that any material
            representation or warranty made or taken to be made by or on behalf
            of a Seller or the Servicer in connection with a Transaction
            Document in relation to the Series Trust is incorrect when made or
            taken to be made;

      (e)   (Certificate): within 5 Business Days of a request from the Manager
            or the Trustee, provide the Manager or the Trustee (as the case may
            be) with a certificate from the Servicer signed by 2 Authorised
            Officers of the Servicer on its behalf which states whether to the
            best of the Servicer's knowledge and belief a Servicer Default or a
            Perfection of Title Event has occurred (a request under this clause
            will be made by the Trustee only once in each 6 calendar month
            period, unless the Trustee when making the request sets out
            reasonable grounds for believing that a Servicer Default or a
            Perfection of Title Event is subsisting);

      (f)   (Notify Servicer Default or Perfection of Title Event): notify the
            Trustee promptly after the Servicer becomes actually aware of any
            Servicer Default or the occurrence of any Perfection of Title Event
            and at the same time or as soon as possible thereafter provide full
            details thereof;

      (g)   (Comply with laws): comply with the requirements of any relevant
            laws in carrying out its obligations under the Transaction Documents
            for the Series Trust including the Consumer Credit Code ;

      (h)   (Authorisations): obtain and maintain all authorisations, filings
            and registrations necessary to properly service the Mortgage Loans;

      (i)   (Not merge without assumption): not merge or consolidate into
            another entity, unless the surviving entity assumes its rights and
            obligations as a Seller and Servicer under the Transaction Documents
            for the Series Trust and the Rating Agencies are notified;

      (j)   (Not enter into liquidation etc.): subject to the provisions of the
            Banking Act 1959 (Commonwealth), not present any application or pass
            any resolution for the liquidation of the Servicer, or, subject to
            clause 16.26(i), enter into any scheme of arrangement, merger or
            consolidation with any other person or enter into any other scheme
            under which the Servicer ceases to exist, the assets or liabilities
            of the Servicer are vested in or assumed by any other person or
            either of those events occur;

      (k)   (Pay Tax): duly and punctually file all returns in respect of Tax
            which are required to be filed and pay, or procure payment when due,
            all Taxes and other outgoings payable by it as and when the same
            respectively become due and payable other than outgoings which are
            being contested in good faith and promptly pay or cause to be


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            paid those contested outgoings after the final determination or
            settlement of such contest;

      (l)   (Not set-off): not, without the prior consent of the Trustee, apply,
            transfer or set off the whole or any part of any amount payable or
            owed to the Servicer or to which the Servicer is entitled under this
            Deed or any other Transaction Document for the Series Trust towards
            satisfaction of any obligation which is owed by the Servicer to the
            Trustee or the Manager under this Deed or any other Transaction
            Document for the Series Trust, other than as contemplated under this
            Deed or any other Transaction Document for the Series Trust;

      (m)   (Not claim Assets of Series Trust): other than as a Secured
            Creditor, not claim any Security Interest, lien or other possessory
            right in any of the Assets of the Series Trust;

      (n)   (Notify claims): following receipt of actual notice of a claim by a
            third party with respect to a challenge to the sale and/or
            assignment to the Trustee of any Mortgage Loan Rights forming part
            of the Assets of the Series Trust, promptly give notice in writing
            of such action or claim to the Trustee and the Manager;

      (o)   (Not Encumber Mortgage Loan Rights): not transfer, assign, exchange
            or otherwise grant a Security Interest over the whole or any part of
            its right, title and interest in and to any Mortgage Loan Rights
            forming part of the Assets of the Series Trust;

      (p)   (Give accurate information to Rating Agencies): use reasonable
            efforts to cause all information provided by it to any Rating Agency
            in relation to the Series Trust to be complete and accurate in all
            material respects;

      (q)   (Follow directions of Trustee after Perfection of Title Event): upon
            being directed to do so by the Trustee following the occurrence of a
            Perfection of Title Event, promptly take all action required or
            permitted by law to assist the Trustee and the Manager to perfect
            the Trustee's legal title to the Mortgage Loan Rights forming part
            of the Assets of the Series Trust in accordance with the
            requirements of this Deed;

      (r)   (Comply with other undertakings): comply with all other undertakings
            given by the Servicer in this Deed or the other Transaction Document
            relating to the Series Trust;

      (s)   (Direct receipts): subject to clause 22, take all steps to ensure
            that:

            (i)   while the Collections Account is maintained with the Servicer,
                  the amounts referred to in clause 22.5 are paid into the
                  Collections Account in accordance with that clause; or

            (ii)  if the Servicer is not an Eligible Depository, all payments
                  received during the corresponding Collection Period under or
                  in respect of the Mortgage Loans (other than insurance
                  premiums and related charges) are deposited into the
                  Collections Account no later than 5 Business Days following
                  receipt;

      (t)   (Collect all moneys due): make reasonable efforts to collect all
            moneys due under the terms and provisions of the Mortgage Loan
            Rights of the Series Trust and, to the extent such efforts will be
            consistent with this Deed, follow such normal collection procedures
            as it deems necessary and advisable;

      (u)   (Enforcement of Mortgage Loans): if a Material Default has occurred
            and is continuing with respect to a Mortgage Loan Right forming part
            of the Assets of the


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            Series Trust, take such action on such basis as the Trustee and the
            Servicer may agree (in accordance and in conjunction with the
            Servicer's normal enforcement procedures) to enforce such Mortgage
            Loan Rights (but only to the extent that the Servicer determines
            that enforcement proceedings should be taken) so as to maximise the
            return to the Securityholders, taking into account, inter alia, the
            timing of any enforcement proceedings and any relevant terms of any
            Support Facility provided that the Servicer will not be required to
            institute litigation with respect to collection of any payment if
            there are reasonable grounds for believing the provisions of those
            Mortgage Loan Rights under which such payment is required are
            unenforceable or the payment is uncollectible; and

      (v)   (Maintain title): take such steps as are necessary to maintain the
            Trustee's title to the Mortgage Loan Rights of the Series Trust.

16.27 Servicer holding Assets of the Series Trust

      The obligation of the Servicer set out in clauses 22.4 and 22.5 in
      relation to the payment of amounts into the Collections Account is the
      full extent of the Servicer's obligation in respect of such moneys and the
      Servicer has no obligation or liability whatsoever to account to the
      Trustee for any interest, income or other benefit derived in connection
      with any payments received by it under or in respect of the Mortgage
      Loans.

16.28 Servicer's Power to Delegate

      The Servicer, for the purposes of carrying out and performing its duties
      and obligations in relation to the Series Trust, may:

      (a)   (Appoint attorneys): by power of attorney appoint any person to be
            attorney or agent of the Servicer for those purposes and with those
            powers, authorities and discretions (not exceeding those vested in
            the Servicer) as the Servicer thinks fit including, without
            limitation, a power to sub-delegate and a power to authorise the
            issue in the name of the Servicer of documents bearing facsimile
            signatures of the Servicer or of the attorney or agent either with
            or without proper manuscript signatures of its officers on them; and

      (b)   (Appoint agents): appoint by writing any person to be agent of the
            Servicer as the Servicer thinks necessary or proper and with those
            powers, authorities and discretions (not exceeding those vested in
            the Servicer) as the Servicer thinks fit,

      provided that, in each such case, except as provided in any Transaction
      Documents, the Servicer must not delegate to such third parties a material
      part of its powers, duties and obligations as Servicer in relation to
      Mortgage Loans forming part of the Assets of the Series Trust.

      Nothing in this clause 16.28 in any way limits or otherwise affects clause
      16.30.

16.29 Servicer May Replace or Suspend Attorneys

      The Servicer may replace or suspend any attorney, agent or sub-agent
      appointed under clause 16.28 for any cause or reason as the Servicer may
      in its sole discretion think sufficient with or without assigning any
      cause or reason.

16.30 Delegation of Servicer's Powers to Related Bodies Corporate

      (a)   (Power to delegate): Subject to clause 16.30(c) below, the Servicer
            may delegate to a Related Body Corporate for such period and on such
            other terms as it may see fit its powers, duties and obligations as
            Servicer in relation to all or any part of the Mortgage Loan Rights
            forming part of the Assets of the Series Trust.


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      (b)   (Limits on power to delegate): If the Servicer exercises its right
            to delegate under paragraph (a), the powers, authorities, and
            discretions of the Related Body Corporate to whom the delegation is
            made shall:

            (i)   not exceed those vested in the Servicer; and

            (ii)  include a power to sub-delegate (subject to the prior approval
                  of CBA).

      (c)   (Rating agencies): No delegation shall be made under paragraph (a)
            above if such delegation results in a change in the legal entity of
            the servicer unless the Rating Agencies have confirmed that such
            delegation will not adversely affect the then ratings of the
            Securities or the Redraw Bonds.

16.31 Servicer Remains Liable

      The Servicer at all times remains liable for:

      (a)   (Acts, omissions): the acts or omissions of any person appointed
            under clause 16.28 or clause 16.30, insofar as the acts or omissions
            constitute a breach by the Servicer of its obligations under this
            Deed; and

      (b)   (Payment): the payment of fees to any person appointed under clause
            16.28.

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17.   Servicer's responsibilities and indemnities

17.1  Not Liable Where Action Unlawful

      The Servicer will not incur any liability to any person in respect of any
      failure to act where such act will be hindered, prevented or forbidden by
      any present or future law.

17.2  Limitation on Servicer's Responsibility

      The Servicer will not be responsible to any person for any loss, damage,
      claim or demand incurred as a result of:

      (a)   (Trustee Default): a Trustee Default (except where the Trustee is
            the Servicer);

      (b)   (Failure to check): the failure by the Servicer to check any
            document, certificate, schedule, form, list or other document
            prepared or delivered to the Servicer by the Trustee or any agent or
            consultant of the Trustee and reasonably believed by the Servicer to
            be genuine; or

      (c)   (Trustee's direction): any action taken by the Servicer in
            accordance with any written direction or instruction from the
            Trustee or any Authorised Officer of the Trustee,

      except to the extent to which such loss, damage, claim or demand is caused
      by any fraud, negligence or wilful default by the Servicer.

17.3  Servicer's Liability

      (a)   (Liability): The Servicer shall not be liable for any loss incurred
            by any Securityholder, any Creditor of the Series Trust or any other
            person except, subject to clauses 17.3(b), (c), (d) and (e), to the
            extent that such loss may be caused by a breach by the Servicer of
            any term of this Deed, any fraud, negligence or wilful default by
            the Servicer or any breach or default by any person appointed by the
            Servicer to perform its obligations under this Deed.

      (b)   (Damages for direct loss): The Servicer shall not be liable for any
            damages in


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            respect of any breach by the Servicer of any term of this Deed, any
            fraud, negligence or wilful default by the Servicer or any breach or
            default by any person appointed by the Servicer to perform its
            obligations under this Deed except and to the extent that the
            Trustee on account of the Securityholders has suffered direct loss
            as a result of such breach or default. The maximum amount which the
            Servicer will be liable to pay in respect of such a breach or
            default is the amount outstanding at the time of payment under the
            Mortgage Loan in respect of which such default or breach occurred
            after taking into account any payment received by the Trustee or the
            Trustee is entitled to receive or claim under the Mortgage Insurance
            Policy relating to that Mortgage Loan.

      (c)   (No consequential loss): The Servicer's liability under this clause
            17.3 with respect to a Mortgage Loan will not include any damages in
            respect of consequential loss. This liability represents the sole
            damages recoverable against the Servicer in such circumstances.

      (d)   (Notice): The Trustee may only claim damages from the Servicer
            pursuant to this clause 17.3 by written notice setting out the
            grounds for claiming that a breach or default referred to in
            paragraph (b) has occurred together with details of the calculation
            of the loss referred to in paragraph (b).

      (e)   (Payment): If a breach or default referred to in paragraph (b) has
            occurred, the Servicer must pay any damages due to the Trustee under
            this clause 17.3 within 7 Business Days of receipt by it of the
            written notice referred to in paragraph (d), such written notice to
            represent prima facie evidence of the amount of such damages.

--------------------------------------------------------------------------------
18.   Servicer Default and retirement of Servicer

18.1  Servicer Default

      A Servicer Default occurs if:

      (a)   (Failure to remit Collections): the Servicer fails to remit any
            Collections or any other amounts received in respect of the Mortgage
            Loan Rights then forming part of the Assets of the Series Trust to
            the Trustee within the time periods specified in this Deed and such
            failure is not remedied within 5 Business Days (or such longer
            period as the Trustee may agree to) of notice of such failure being
            given to the Servicer by the Manager or the Trustee;

      (b)   (Failure to prepare information for Manager): the Servicer fails to
            prepare and transmit to the Manager the information necessary to
            enable the Manager to prepare the Quarterly Certificates by the date
            set out in this Deed and such failure is not remedied within 20
            Business Days (or such longer period as the Trustee may agree to) of
            notice being given to the Servicer by the Manager or the Trustee and
            has or will have an Adverse Effect as reasonably determined by the
            Trustee;

      (c)   (Breach of representation or warranty): any representation, warranty
            or certification made by the Servicer (in its capacity as Servicer)
            in a Transaction Document to which it is expressed to be a party or
            in any certificate delivered by the Servicer (in its capacity as
            Servicer) pursuant to such a Transaction Document proves to have
            been incorrect when made in a manner which as reasonably determined
            by the Trustee has or will have an Adverse Effect and the Servicer
            does not remedy the same to the Trustee's reasonable satisfaction
            within 60 Business Days after receipt by the Servicer of notice in
            writing from the Trustee requiring it to do so;

      (d)   (Insolvency Event): an Insolvency Event occurs in relation to the
            Servicer;


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      (e)   (Servicer is custodian): while the Servicer is acting as custodian
            of the Mortgage Documents pursuant to clause 25, it fails to deliver
            all the Mortgage Documents in accordance with clause 25 to the
            Trustee following the occurrence of a Document Transfer Event and
            does not deliver to the Trustee the outstanding Mortgage Documents
            within 20 Business Days of receipt of a notice from the Trustee
            specifying the Mortgage Documents that remain outstanding;

      (f)   (Fails to maintain Threshold Rate): the Servicer fails to comply
            with clause 12.2, and such failure is not remedied within 20
            Business Days of its occurrence; or

      (g)   (Breach of other obligations): the Servicer has breached its
            obligations (other than those referred to in clauses 18.1(a), (b),
            (c), (e) and (f)) as Servicer under a Transaction Document to which
            it is expressed to be a party and such breach has or will have an
            Adverse Effect as reasonably determined by the Trustee and:

            (i)   that breach is not satisfactorily remedied so that it no
                  longer has or will have, having regard to all relevant
                  circumstances, such an Adverse Effect within 20 Business Days
                  after receipt by the Servicer of a notice in writing (which
                  must specify the reasons why the giver of the notice believes
                  that an Adverse Effect has occurred or will occur) from the
                  Manager or Trustee requiring it to do so; and

            (ii)  the Servicer has not paid compensation to the Trustee for its
                  loss from such breach in an amount satisfactory to the Trustee
                  (acting reasonably).

18.2  Retirement of Servicer

      The Servicer may retire from its obligations and duties assumed by it
      pursuant to this Deed by 3 months' notice in writing to the Trustee and
      the Manager (or such lesser time as the Servicer and the Trustee agree).

18.3  Notice to Securityholders

      The Servicer will, within 2 Business Days after the Servicer becomes aware
      of any Servicer Default, give notice of such Servicer Default to the
      Trustee, the Manager, the Class A-1 Note Trustee and the Rating Agencies,
      whereupon the Manager will give notice or cause such notice to be given of
      such Servicer Default to the Securityholders. Upon any retirement,
      termination or appointment of a Substitute Servicer pursuant to this
      clause 18, the Trustee will give or cause to be given prompt notice of
      that retirement, termination or appointment to the Manager, the Class A-1
      Note Trustee, the Securityholders and the Rating Agencies.

18.4  Removal of Servicer

      If the Trustee has determined that:

      (a)   (Unlawful): the performance by the Servicer of its duties under this
            Deed is no longer permissible under any applicable law and the
            Trustee is satisfied that there is no reasonable action which the
            Servicer could take to make the performance of its duties under this
            Deed permissible under that applicable law; or

      (b)   (Servicer Default): a Servicer Default has occurred and is
            continuing,

      the Trustee must by written notice to the Servicer, immediately terminate
      the rights and obligations of the Servicer and appoint another Bank or
      appropriately qualified organisation to act in its place.

18.5  Retirement of Servicer

      Upon its retirement, the Servicer may, subject to any approval required by
      law, appoint in

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      writing any other corporation approved by the Trustee (acting reasonably)
      as Servicer in its place. If the Servicer does not propose a replacement
      by the date which is 1 month prior to the date of its proposed retirement,
      the Trustee is entitled to appoint a new Servicer as of the date of the
      proposed retirement.

18.6  When appointment of Substitute Servicer effective

      The purported appointment of a Substitute Servicer has no effect until:

      (a)   (Substitute Servicer executes deed of accession): the Substitute
            Servicer executes a deed under which it covenants to act as Servicer
            in accordance with this Deed and all other Transaction Documents
            relating to the Series Trust to which the Servicer is a party; and

      (b)   (Rating Agency confirmation): each Rating Agency confirms in writing
            that the appointment of the proposed Substitute Servicer will not
            cause a reduction, qualification or withdrawal of any current credit
            rating assigned by it to the Securities.

18.7  Trustee to Act as Servicer

      Until the appointment of the Substitute Servicer is complete, the Trustee
      must act as Servicer. The Trustee is entitled to receive the fee payable
      in accordance with clause 19.4 for the period during which the Trustee so
      acts.

18.8  Trustee May Give Discharges

      The Trustee may settle with the Servicer the amount of any sums payable by
      the Servicer to the Trustee or by the Trustee to the Servicer and may give
      to or accept from the Servicer a discharge in respect of those sums which
      will be conclusive and binding as between the Trustee and the Servicer, as
      between the Servicer and the Residual Unitholder and as between the
      Servicer and the Securityholders.

18.9  Servicer May Accept Payment

      The Servicer may accept a payment or benefit, in connection with its
      retirement or removal, from the Substitute Servicer. The Servicer is also
      entitled to receive payments or benefits which have accrued to the
      Servicer under this Deed prior to the date of the Servicer's retirement or
      removal from office.

18.10 Servicer and Manager to Provide Full Co-operation

      The Servicer and the Manager agree to provide their full co-operation in
      the event of a Servicing Transfer. The Servicer and the Manager must
      (subject to the Privacy Act and the Servicer's duty of confidentiality to
      its customers under general law or otherwise) provide the Substitute
      Servicer with copies of all paper and electronic files, information and
      other materials as the Trustee or the Substitute Servicer may reasonably
      request within 90 days of the removal or retirement of the Servicer in
      accordance with this clause 18.

18.11 Indemnity

      The Servicer indemnifies the Trustee in respect of all costs, damages,
      losses and expenses incurred by the Trustee as a result of any Servicer
      Default (including, without limitation, legal costs charged at the usual
      commercial rates of the relevant legal services provider and the costs of
      any Servicing Transfer) but excluding any costs, damages, losses and
      expenses which the Servicer is not liable or responsible for in accordance
      with clause 17.


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18.12 No Liability for Servicer Default

      Neither the Trustee nor the Manager or their respective delegates (as the
      case may be) is liable for any Servicer Default except to the extent that
      the Servicer Default is caused by the Trustee's or the Manager's or their
      respective delegate's (as the case may be) fraud, negligence or wilful
      default.

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19.   Remuneration of Manager, Trustee, Servicer and Security Trustee

19.1  Management Fee

      Pursuant to clause 18.1 of the Master Trust Deed, the Manager is entitled
      to receive in respect of each monthly Accrual Period on the following
      Monthly Distribution Date in accordance with the terms of this Deed a fee
      as agreed by the Trustee and the Manager prior to the date of this Deed or
      as may otherwise be agreed by the Manager and the Trustee provided that
      each Rating Agency will be given 3 Business Days' prior notice by the
      Manager of any variation of such fee and such fee will not be varied if
      such variation would result in a reduction, qualification or withdrawal in
      any then current credit rating by a Rating Agency of any Security.

19.2  Arranging Fee

      The Manager is entitled to receive in respect of each quarterly Accrual
      Period on the following Quarterly Distribution Date in accordance with the
      terms of this Deed a fee for arranging the issue of the Securities as
      agreed by the Trustee and the Manager prior to the date of this Deed or as
      may otherwise be agreed by the Manager and the Trustee.

19.3  Trustee's Fee

      Pursuant to clause 18.2 of the Master Trust Deed, the Trustee is entitled
      to receive in respect of each monthly Accrual Period on the following
      Monthly Distribution Date in accordance with the terms of this Deed the
      fee agreed by the Trustee and CBA prior to the date of this Deed or as may
      otherwise be agreed by the Manager and the Trustee, provided that each
      Rating Agency will be given 3 Business Days' prior notice by the Manager
      of any variation of the Trustee's Fee and the Trustee's Fee will not be
      varied if such variation would result in a reduction, qualification or
      withdrawal of any then current credit rating of any Security.

19.4  Servicer's Fee

      The Servicer will be entitled to receive in respect of each monthly
      Accrual Period on the following Monthly Distribution Date in accordance
      with the terms of this Deed the fee agreed by the Trustee and the Servicer
      prior to the date of this Deed or as may otherwise be agreed by the
      Trustee, the Manager and the Servicer provided that each Rating Agency
      will be given 3 Business Days' prior notice by the Manager of any
      variation of the Servicer's Fee and the Servicer's Fee will not be varied
      if such variation would result in a reduction, qualification or withdrawal
      of any then current credit rating of any Security.

19.5  Security Trustee's Fees and Expenses

      The Trustee will:

      (a)   (Pay a fee): pay to the Security Trustee the fee agreed by the
            Trustee, the Manager and the Security Trustee from time to time
            provided that each Rating Agency will be given 3 Business Days'
            prior notice by the Manager of any variation of the Security
            Trustee's Fee and the Security Trustee's Fee will not be varied if
            such variation would result in a reduction, qualification or
            withdrawal of any then current


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            credit rating of any Security; and

      (b)   (Reimburse): reimburse the Security Trustee its costs and expenses
            incurred in performing its duties under the Security Trust Deed
            calculated in accordance with the Security Trust Deed.

      The fees, costs and expenses referred to in paragraphs (a) and (b) of this
      clause will be paid or reimbursed, as the case may be, in accordance with
      this Deed on the Monthly Distribution Date following the monthly Accrual
      Period to which such fees, costs and expenses were earned or incurred, as
      the case may be.

19.6  Goods and Services Tax

      Notwithstanding any other provision of this Deed or the Master Trust Deed,
      where any of the Trustee, the Manager, the Servicer or a Seller is or
      becomes liable to remit to a Governmental Agency an amount of GST in
      connection with its supplies in connection with the Series Trust under any
      Transaction Document, that GST must be borne by the Trustee, the Manager,
      the Servicer or the Seller, as the case may be, on its own account and
      neither the Trustee, the Manager, the Servicer nor the Seller is entitled
      to any reimbursement of that GST from the Assets of the Series Trust and
      the definition of "Taxes" in clause 1.1 of the Master Trust Deed shall not
      include any such GST where that definition applies in relation to the
      Series Trust. Nothing in the clause prevents an adjustment, in accordance
      with this Deed, of the fees payable to the Trustee, the Manager, the
      Servicer or the Seller as a result of a GST Tax Change (as defined in
      clause 19.7).

19.7  Adjustments to fees

      (a)   (GST Tax Change): For the purposes of this clause, "GST Tax Change"
            means:

            (i)   the abolition of GST;

            (ii)  an increase or decrease in the rate of GST; or

            (iii) any amendment to the GST Act.

      (b)   (Effect of GST Tax Change): In ascertaining the effect of a GST Tax
            Change on the Trustee, any associated abolition, reduction or other
            change in Taxes reducing, directly or indirectly, the costs
            (including general overhead costs) of the Trustee will be taken into
            account.

      (c)   (Adjustments): Following any GST Tax Change, the fees payable to the
            Trustee under this clause 19 will, subject to clause 19.7(o), be
            adjusted according to the procedure in this clause 19.7 so that,
            from the commencement date or dates of the GST Tax Change, the
            Trustee is neither economically advantaged nor disadvantaged in
            relation to the supplies provided by it under this Deed by the
            effect of the GST Tax Change.

      (d)   (Notice): At any time within 12 months after a GST Tax Change has
            come into effect, the Trustee may, by written notice to the Manager
            and the Manager may, by written notice to the Trustee, require the
            commencement of negotiations by the Manager and the Trustee in
            accordance with the succeeding provisions of this clause 19.7.

      (e)   (Time Bar): If neither the Trustee nor the Manager issues a notice
            under clause 19.7(d) within 12 months after a GST Tax Change has
            come into effect, then each of the Trustee and the Manager will be
            taken to have unconditionally and irrevocably waived its rights
            under clause 19.7(c) in relation to that GST Tax Change, and no
            adjustment will be made.


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      (f)   (Negotiations): Within 28 days after receipt of a notice under
            clause 19.7(d), the Manager and the Trustee will confer at least
            once to negotiate in good faith with a view to agreeing on any
            adjustments to the fees payable to the Trustee under this clause 19
            which will satisfy the Trustee's and the Manager's rights under
            clause 19.7(c).

      (g)   (Manager and Trustee to give effect to outcome of negotiations):
            Subject to clause 19.7(o), if the negotiations result in the parties
            agreeing on any adjustments to the fees payable to the Trustee under
            this clause 19, the Trustee and the Manager will, as soon as
            possible, do all things necessary to give effect to the agreement
            reached, including adjusting any payments of such fees which have
            previously been made under this Deed after the commencement date or
            dates of the relevant GST Tax Change.

      (h)   (Negotiations Unsuccessful): If, within 28 days after the first
            conference under clause 19.7(f), the Manager and the Trustee are
            unable to agree fully, the Trustee or the Manager may, by written
            notice to the other, require any matter relating to the Trustee's
            and the Manager's rights under clause 19.7(c) to be referred to
            expert determination.

      (i)   (Appointment of Expert): The Trustee and the Manager may appoint any
            independent consultant who is experienced in indirect taxation to be
            the expert. If, within 28 days after receipt of a notice under
            clause 19.7(h), the Trustee and the Manager are unable to agree on
            an expert, then the Trustee or the Manager may request the president
            for the time being of the Institute of Chartered Accountants to
            appoint the expert.

      (j)   (Expert Determination): The expert will decide on adjustments which
            will satisfy the Trustee's and the Manager's rights under clause
            19.7(c). The expert will act as an expert and not as an arbitrator
            and his or her decision will, in the absence of fraud or bias but
            notwithstanding error, be final and binding on the Trustee and the
            Manager.

      (k)   (Procedure): The Trustee and the Manager may agree on any procedure
            for the expert determination, including the adoption in whole or
            part of any expert determination rules published by a dispute
            resolution agency, professional body, law firm or any other person.
            If the Trustee and the Manager cannot agree, the expert will
            determine the procedure to be followed in the expert determination.
            However, unless the Trustee and the Manager otherwise agree:

            (i)   the expert may inform himself or herself in any way he or she
                  sees fit, including by engaging other consultants, without
                  being bound by the rules of evidence;

            (ii)  each of the Trustee and the Manager will have the right to
                  present its case and to answer the case against it; and

            (iii) the expert will give reasons for his or her decision.

      (l)   (Costs of Expert): The Trustee and the Manager will pay the costs of
            the expert in equal shares.

      (m)   (Scott v Avery clause): The Trustee will not be entitled to commence
            any action or proceeding relating to any GST Tax Change until the
            procedures outlined in this clause relating to that GST Tax Change
            have been completed.

      (n)   (Continue to Perform): Notwithstanding that the procedures outlined
            in this clause are operating, the parties will continue to perform
            their obligations under this Deed.


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      (o)   (Rating Agencies Consent): Any adjustment to fees pursuant to this
            clause 19.7 will be subject to confirmation in writing from the
            Rating Agencies that the adjustment will not result in a reduction,
            qualification or withdrawal of the credit ratings then assigned by
            them to the Securities.

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20.   Manager Default

      The occurrence of any of the following events constitutes a Manager
      Default for the purposes of clause 20.1(b) of the Master Trust Deed:

      (a)   (Manager does not instruct): the Manager does not instruct the
            Trustee to pay the required amounts to the Securityholders of the
            Series Trust within the time periods specified in this Deed and such
            failure is not remedied within 10 Business Days (or such longer
            period as the Trustee may agree) of notice of such failure being
            delivered to the Manager by the Trustee;

      (b)   (Manager does not prepare Quarterly Certificates): the Manager does
            not prepare and transmit to the Trustee the Monthly or Quarterly
            Certificates or any other reports required to be prepared by the
            Manager and such failure is not remedied within 10 Business Days (or
            such longer period as the Trustee may agree) of notice being
            delivered to the Manager by the Trustee. Such a failure by the
            Manager does not constitute a Manager Default if it is as a result
            of a Servicer Default pursuant to clause 18.1(b) provided that, if
            the Servicer subsequently provides the information to the Manager,
            the Manager prepares and submits to the Trustee the outstanding
            Monthly or Quarterly Certificates or other reports within 10
            Business Days (or such longer period as the Trustee may agree to) of
            receipt of the required information from the Servicer;

      (c)   (Breach of a Representation or Warranty): any representation,
            warranty, certification or statement made by the Manager (in its
            capacity as Manager) in a Transaction Document to which it is
            expressed to be a party, or in any document provided by it under or
            in connection with a Transaction Document, proves to have been
            incorrect when made, or is incorrect when repeated, in a manner
            which as reasonably determined by the Trustee has an Adverse Effect
            and the Manager does not remedy the same to the Trustee's reasonable
            satisfaction within 60 Business Days after receipt by the Manager of
            notice in writing from the Trustee requiring it to do so; or

      (d)   (Breach of other obligations): the Manager has breached its other
            obligations as Manager under a Transaction Document to which it is
            expressed to be a party or any other deed, agreement or arrangement
            entered into by the Manager in relation to the Series Trust or the
            Securities, (other than an obligation which depends upon information
            provided by, or action taken by, the Servicer and the Manager has
            not received the information, or the action has not been taken,
            which is necessary for the Manager to perform the obligation) and
            such breach has had or, if continued, will have an Adverse Effect as
            reasonably determined by the Trustee, and either such breach is not
            remedied so that it no longer has or will have such an Adverse
            Effect within 20 Business Days of notice thereof delivered to the
            Manager by the Trustee or the Manager has not within 20 Business
            Days of receipt of such notice paid compensation to the Trustee for
            its loss from such breach in an amount satisfactory to the Trustee
            (acting reasonably). The Trustee must, in such notice, specify the
            reasons why it believes an Adverse Effect has occurred, or will
            occur, as the case may be.


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21.   Representations and warranties

21.1  General Representations and Warranties by the Seller and the Servicer

      Each Seller and the Servicer represents and warrants in respect of itself
      to the Trustee that:

      (a)   (Due incorporation): it has been duly incorporated as a company
            limited by shares in accordance with the laws of its place of
            incorporation and is validly existing under those respective laws
            and has power and authority to carry on its business as it is now
            being conducted;

      (b)   (Power to enter and observe this Deed): it has full power to enter
            into and perform its obligations under this Deed and the other
            Transaction Documents to which it is a party;

      (c)   (Separate Authority): it has in full force and effect the
            authorisations necessary to authorise its execution, delivery and
            performance of this Deed and the other Transaction Documents to
            which it is a party;

      (d)   (Authorisations): it has in full force and effect all authorisations
            from Governmental Agencies that are required for the execution,
            delivery and performance by it of this Deed and the Transaction
            Documents to which it is a party as at the date of this Deed and has
            filed all necessary returns with the Australian Securities and
            Investments Commission;

      (e)   (Obligations enforceable): its obligations under this Deed are
            legal, valid, binding and enforceable against it in accordance with
            their terms subject to stamping and any necessary registration,
            except as such enforceability may be limited by any applicable
            bankruptcy, insolvency, reorganisation, moratorium or trust law or
            general principles of equity or other similar laws affecting
            creditors' rights generally;

      (f)   (This Deed does not contravene constituent documents): this Deed
            does not contravene its constituent documents or any law, regulation
            or official directive or any of its obligations or undertakings by
            which it or any of its assets are bound or cause a limitation on its
            powers or the powers of its directors to be exceeded;

      (g)   (No Servicer Default): (represented and warranted by the Servicer
            only) no Servicer Default continues unremedied that has not been
            notified to the Trustee;

      (h)   (Servicing Guidelines): (represented and warranted by the Servicer
            only) the Servicing Guidelines are in existence as at the date of
            this Deed;

      (i)   (No material default): to the best of its knowledge, it is not in
            default of the material requirements of any relevant laws which
            would materially adversely affect its ability to carry out its
            obligations under this Deed;

      (j)   (No immunity from process): it has no immunity from the jurisdiction
            of a court or from legal process (whether through service of notice,
            attachment prior to judgment, attachment in aid of execution,
            execution or otherwise);

      (k)   (Not Trustee): it does not enter into this Deed in the capacity of a
            trustee of any trust or settlement;

      (l)   (No material adverse effect): it is not actually aware of any facts
            which would have a material adverse effect on its ability to perform
            its obligations under this Deed;


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      (m)   (No related party transaction): no person has contravened or will
            contravene section 243H or section 243ZE of the Corporations Law by
            entering into or participating in the Transaction Documents or any
            transaction contemplated by the Transaction Documents;

      (n)   (No Insolvency Event): no Insolvency Event has occurred and is
            subsisting in respect of it; and

      (o)   (Paid Taxes): it has filed all Tax returns which are required to be
            filed and has promptly paid all Taxes as shown in all assessments
            received by it to the extent that such Taxes have become due other
            than those Taxes the subject of a bona fide dispute with the
            Australian Taxation Office or other Governmental Agency.

21.2  Repetition of Representations and Warranties

      The representations and warranties in clause 21.1 are taken to be also
      made on the Closing Date.

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22.   Collections Account and investment

22.1  Collections Account

      The Trustee will establish and maintain in New South Wales (or in such
      other place as the Manager selects from time to time), in accordance with
      this clause 22, an account in the name of the Trustee which must be an
      Eligible Deposit Account.

22.2  Initial Collections Account

      Immediately following the Closing Date, the Trustee will establish the
      initial Collections Account with the Servicer if the Servicer is an
      Eligible Depository.

22.3  Replacement of Collections Account

      If, at any time, the Collections Account ceases to be an Eligible Deposit
      Account, the Trustee (or the Manager on its behalf) will within 5 Business
      Days (or such longer period, as the Rating Agencies may agree) establish a
      new account which is an Eligible Deposit Account and the Trustee will
      transfer any cash comprising the old Collections Account to such new
      account and from the date such new account is established, it will be the
      Collections Account.

22.4  Deposits into Collections Account within 5 Business Days

      Subject to clauses 22.5 and 22.11, the Servicer must deposit in the
      Collections Account each amount comprising a Collection received by the
      Servicer (or otherwise payable by the Relevant Seller or the Servicer or
      debited by the Servicer as contemplated by clause 22.4(a)) within 5
      Business Days of:

      (a)   (Receipt or Set-off): receipt of the Collection by the Servicer or
            the debiting of the Collection by the Servicer against an account
            pursuant to a right of set-off or right to combine accounts; or

      (b)   (Where otherwise payable): where Collections are not received by the
            Servicer but are otherwise payable by the Servicer or a Seller in
            accordance with clauses 14, 15.1(k), 16, 18, 24, 25, 26 or 30 of
            this Deed, when they fall due for payment to the Trustee from the
            Servicer or the Seller.

22.5  While Collections Account with Commonwealth Bank

      If the Collections Account is permitted to be maintained with the Servicer
      and:


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      (a)   (A-1+/P1/F1 Rating): the Servicer is assigned short term credit
            ratings by the Rating Agencies of no lower than A-1+ (in the case of
            S&P), no lower than P-1 (in the case of Moody's) and no lower than
            F1, then the Servicer will be entitled to retain any Collections in
            respect of a Collection Period until 10.00 am on the Business Day
            which is two Business Days preceding the Monthly Distribution Date
            for the Collection Period;

      (b)   (A-1/P1/F1 Rating): the Servicer does not have all the applicable
            credit ratings specified in clause 22.5(a), but is assigned short
            term credit ratings of no lower than A-1 (in the case of S&P), no
            lower than P-1 (in the case of Moody's) and no lower than F1 (in the
            case of Fitch), then the Servicer will be entitled to retain any
            Collections in respect of a Collection Period until 10.00 am on the
            Business Day which is the earlier of two Business Days preceding the
            Monthly Distribution Date for the Collection Period and 30 days from
            receipt of such Collections, provided that while the sum of:

            (i)   all Collections then held by the Servicer; and

            (ii)  the aggregate value of the Authorised Short-Term Investments
                  in relation to the Series Trust which are with, or issued by,
                  a bank or financial institution which then has assigned to it
                  by S&P a short term credit rating of A-1,

            exceeds 20% of the then aggregate of the Stated Amounts of the
            Securities, the Servicer will only be entitled to retain any
            additional Collections received in respect of a Collections Period
            until 10.00 am on the Business Day which is 2 Business Days from the
            receipt of such Collections; or

      (c)   (Lower than A-1/P1/F1 Rating): the Servicer has no credit ratings or
            is assigned a short term credit rating by the Rating Agencies lower
            than A-1 (in the case of S&P), lower than P1 (in the case of
            Moody's) or lower than F1 (in the case of Fitch), then the Servicer
            will be entitled to retain any Collections, in respect of a
            Collection Period until 10.00 am on the Business Day which is two
            Business Days from receipt of such Collections,

      and must at that time pay such Collections into the Collections Account
      together with an amount of interest (in the case of paragraphs (a) and
      (b)) equal to the amount that would have been earned had such Collections
      been paid into the Collections Account within 5 Business Days of their
      receipt by the Servicer.

22.6  Withdrawals from Collections Accounts

      Subject to this Deed, the Trustee will withdraw funds from the Collections
      Account and apply the same when necessary for the following outgoings:

      (a)   (Payments to Securityholders and Residual Unitholder): making
            payments to the Securityholders or the Residual Unitholder;

      (b)   (Eligible Investments): purchasing Authorised Short-Term Investments
            in compliance with this Deed and making payments required in
            connection with Authorised Short-Term Investments;

      (c)   (Expenses and Taxes): paying Expenses and Taxes in accordance with
            this Deed or the Master Trust Deed; and

      (d)   (Other payments): making payments, in accordance with the
            Transaction Documents to (or at the direction of) the Trustee, the
            Manager, the Servicer, the Security Trustee, any Support Facility
            Provider or any other Creditor of the Series Trust.


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22.7  All Transactions through Collections Account

      Unless otherwise directed by the Manager, all moneys and proceeds referred
      to in clauses 22.4 and 22.5 will be credited to the Collections Account
      and all outgoings referred to in clause 22.6 will be paid from the
      Collections Account.

22.8  Title to and Control of Collections Account

      The Collections Account and all rights to it and the funds standing to its
      credit from time to time is an Asset of the Series Trust. At all times the
      Collections Account will be under the sole control of the Trustee.

22.9  No Deductions by Servicer

      If the Collections Account is maintained with the Servicer, the Servicer
      agrees that it will have no right of set-off, banker's lien, right of
      combination of accounts, right to deduct moneys or any other analogous
      right or Security in or against any funds held in the Collections Account
      for any amount owed to the Servicer.

22.10 Prepayments under Liquidity Facility

      All prepayments made to the Trustee in respect of the Liquidity Facility
      Agreement must be deposited in the Collections Account. Amounts so
      deposited must not be withdrawn by the Trustee other than at the direction
      of the Manager in accordance with the Liquidity Facility Agreement or to
      be paid into a new Collections Account opened in accordance with clause
      22.3.

22.11 Servicer May Retain Income from Collections

      Subject to clause 22.5, where the Servicer has received Collections but it
      is not required pursuant to this Deed to deposit those Collections into
      the Collections Account until a later date, the Servicer may retain any
      interest and other income derived by the Servicer from those Collections
      for the period up to when the Servicer is required to deposit them under
      this Deed into the Collections Account.

22.12 Bank Account Taxes

      Interest earned on amounts standing to the credit of the Collections
      Account shall be determined net of all Taxes levied specifically in
      respect of debits or credits to or on deposit accounts.

22.13 Opening of additional accounts where Collections Account is with an
      Eligible Depository

      If at any time:

      (a)   (Collections Account with Eligible Depository): there are
            Collections deposited in a Collections Account with an Eligible
            Depository;

      (b)   (Required Rating): the then short term credit rating assigned by the
            Rating Agency to the Eligible Depository is no higher than A-1 and
            the obligations of that Eligible Depository in respect of the
            Collections Account are rated, or considered by S&P to be equivalent
            to obligations rated, less than A-1+; and

      (c)   (Credit balance of Collections Account): the sum of:

            (i)   all amounts then credited to the Collections Account; and

            (ii)  the aggregate value of the Authorised Short-Term Investments
                  in relation
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                  to the Series Trust which are with, or are issued, endorsed
                  (with recourse) or accepted by, a bank or financial
                  institution which has then assigned to it by the Rating Agency
                  a short term credit rating of A-1,

            exceeds 20% of the Total Invested Amount of the Notes,

      then:

      (d)   (New Collections Account): the Trustee must, upon becoming actually
            aware of the occurrence of that event, immediately open a new
            Collections Account with another Eligible Depository which has
            assigned to it a short term credit rating by S&P of A-1+;

      (e)   (Amounts in excess transferred): an amount equal to the excess
            referred to in clause 22.13(c) must be transferred by the Trustee
            from the Collections Account referred to in clause 22.13(a) to the
            new Collections Account;

      (f)   (Subsequent deposits): all subsequent amounts received by, or
            payable to, the Trustee in respect of the Series Trust must be
            deposited in the Collections Account referred to in clause 22.13(a)
            to the extent that such amounts can be deposited in that Collections
            Account in accordance with, and without breaching the restrictions
            on such deposit set out in, clause 22.13(c); and

      (g)   (Balance transferred): the balance of the amounts received by, or
            payable to, the Trustee in respect of the Series Trust must be
            deposited in the new Collections Account established pursuant to
            clause 22.13(d) and in accordance with clauses 22.4 and 22.5.

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23.   Clean-up and extinguishment

23.1  Notification of Trigger Event by Manager to Seller

      If (unless otherwise required by CBA):

      (a)   (10% Threshold): the event referred to in Condition 7.3(a) of the
            Class A-1 Note Conditions has occurred or is expected to occur on
            the next Quarterly Distribution Date; or

      (b)   (Other Redemption Event): both of the following events occur:

            (i)   the next Quarterly Distribution Date is the Call Date or an
                  event referred to in Condition 7.4(a) or (b) has occurred; and

            (ii)  CBA has prior thereto notified the Manager that the Australian
                  Prudential Regulation Authority will permit CBA to exercise
                  its rights under this clause 23 on behalf of both Sellers
                  (notwithstanding that the event referred to in clause 23.1(a)
                  has not occurred),

      the Manager must promptly request CBA by telephone or orally whether CBA
      wishes to exercise rights pursuant to this clause 23.

23.2  Response by CBA

      CBA may at any time after receiving (or the relevant deadline for receipt)
      a request from the Manager pursuant to clause 23.1, and prior to the
      Termination Date, advise the Manager by telephone or orally, that it
      requires to exercise the rights of the Sellers pursuant to this clause 23
      and nominating a Quarterly Distribution Date as the Clean-up Settlement
      Date. The Manager must then promptly advise the Trustee of such advice and
      (if applicable) such nomination by CBA. Any such nomination by CBA shall
      be binding on both Sellers.


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23.3  Determination of Clean-Up Settlement Date

      If CBA advises the Manager pursuant to clause 23.2 that it requires to
      exercise the rights of the Sellers pursuant to this clause 23:

      (a)   (Clean-Up Settlement Date to Coincide with redemption of
            Securities): if any Securities have been issued and have not then
            been redeemed, the Manager must, subject to clause 23.4(b), in
            accordance with Conditions 7.3 or 7.4 (as applicable) of the Class
            A-1 Note Conditions direct the Trustee to give a notice in
            accordance with such Condition (which the Trustee must give) that on
            the Quarterly Distribution Date nominated by CBA pursuant to clause
            23.2 (which must be a complying Quarterly Distribution Date in
            accordance with such Condition) a redemption of the Securities will
            occur pursuant to such Condition (in which case, such nominated and
            complying Quarterly Distribution Date will be the Clean-Up
            Settlement Date); or

      (b)   (Otherwise, date nominated by Seller): otherwise, the Clean-Up
            Settlement Date will be the Quarterly Distribution Date nominated by
            CBA as the Clean-Up Settlement Date pursuant to clause 23.2.

23.4  Clean-Up Settlement Price

      (a)   (Calculation): The Clean-Up Settlement Price will be the amount
            determined by the Manager to be the aggregate of the Fair Market
            Value (as at the last day of the Accrual Period ending immediately
            before the proposed Clean-Up Settlement Date) of each Mortgage Loan
            then forming part of the Assets of the Series Trust.

      (b)   (Minimum Clean-Up Settlement Price): If any Securities have been
            issued and have not then been redeemed (or deemed to be redeemed)
            and if the amount of the Clean-Up Settlement Price determined by the
            Manager (when combined with the other Assets that will be available
            to the Trustee) is not sufficient to ensure, upon payment by the
            Sellers to the Trustee pursuant to clause 23.5, that the Trustee
            would be in a position on the proposed Clean-Up Settlement Date to
            redeem the Securities in full in accordance with Condition 7.3 or
            7.4 (as applicable) of the Class A-1 Note Conditions, the Manager
            must not give a direction to the Trustee pursuant to clause 23.3(a).
            If such amount would be so sufficient, the Manager's direction
            pursuant to clause 23.3(a) must be accompanied by a notification to
            the Trustee of such amount and the certificate referred to in
            Condition 7.5 of the Class A-1 Note Conditions.

      (c)   (Minimum not Sufficient): If the Manager cannot issue the direction
            referred to in clause 23.4(b) as a result of such clause, nothing
            herein prevents CBA issuing a further advice to the Manager pursuant
            to clause 23.2 at a later date, in which case the procedures and
            provisions of this clause 23 will thereupon take effect again
            (including this clause 23.4(c)), subject to the requirements herein
            contained.

23.5  Payment of Clean-Up Settlement Price

      (a)   (Payment): Subject to clause 23.5(b), the Sellers must pay to the
            Trustee, in immediately available funds, the Clean-Up Settlement
            Price on the Clean-Up Settlement Date. Each Seller's liability under
            this clause 23.5(a) will be determined according to the proportion
            which the Fair Market Value of the Mortgage Loans referable to that
            Seller and described in clause 23.4(a) bears to the total Fair
            Market Value of all Mortgage Loans described in clause 23.4(a).

      (b)   (Waiver of Redemption by Class A-1 Noteholders): If a proposed
            payment pursuant to clause 23.5(a) is as a result of the occurrence
            of the event referred to in Condition 7.4(a) of the Class A-1 Note
            Conditions in respect of only the Class A-1


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            Notes and the Trustee is not required to redeem the Class A-1 Notes
            as a result of an election to this effect by the Class A-1
            Noteholders in accordance with Condition 7.4, the Sellers must not
            make the proposed payment referred to in clause 23.5(a) on the
            proposed Clean-Up Settlement Date (but without limiting the
            operation of clause 23.4(c) in respect of any other event that has
            occurred or may occur under clause 23.1).

23.6  Effect of Payment of Clean-Up Settlement Price

      Upon receipt of the Clean-Up Settlement Price by the Trustee in
      immediately available funds, the Trustee's entire right, title and
      interest in the Mortgage Loan Rights then forming part of the Assets of
      the Series Trust will be extinguished in favour of the Relevant Seller
      with immediate effect from the last day of the Collection Period which
      ended prior to the Clean-Up Settlement Date. The Trustee must execute
      whatever documents the Sellers reasonably require to complete the
      extinguishment of the Trustee's right, title and interest in the Mortgage
      Loan Rights.

23.7  Costs

      Each Seller must pay to, or reimburse, the Trustee immediately on demand
      for all costs and expenses, including, without limitation, any stamp duty
      and registration fees, arising out of or necessarily incurred in
      connection with the exercise of such Seller's rights pursuant to this
      clause 23.

23.8  Alternative Structure

      The Trustee must co-operate with the Sellers in implementing alternative
      means to permit the Sellers to have the benefit of the Mortgage Loan
      Rights referred to in clause 23.6 other than as set out in this clause 23
      if to do so would materially reduce the liability of the Sellers to
      reimburse the Trustee for any of the costs and expenses set out in clause
      23.7 and provided that any proposed alternative means pursuant to this
      clause is permitted in law and does not result in the Trustee being
      exposed to the risk of personal liability unless the Trustee is satisfied,
      in its absolute discretion, that the Sellers will be able to indemnify the
      Trustee in respect of such risk in accordance with clause 2.15(a).

23.9  Alternative Funding Arrangements to Permit Redemption

      Nothing in this clause 23 prevents the Manager and the Trustee exercising
      any other rights and powers conferred upon them by this Deed or the Master
      Trust Deed (in so far as it applies to the Series Trust) to enable the
      redemption of the Securities as contemplated by Conditions 7.3 and 7.4 of
      the Class A-1 Note Conditions.

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24.   Perfection of Title

24.1  Perfection of Title Event

      A Perfection of Title Event occurs if:

      (a)   (Breach of Seller Representations): a Seller (in its capacity as
            Seller only and not as Custodian) makes any representation or
            warranty under a Transaction Document to which it is expressed to be
            a party that proves to be incorrect when made (other than a
            representation or warranty in respect of which payment has been
            made, or is not yet due to be made, in accordance with clauses 14.6
            and 14.9(a)), or breaches any covenant or undertaking given by it in
            such a Transaction Document, and that has or, if continued will
            have, an Adverse Effect and:

            (i)   the same is not satisfactorily remedied so that it no longer
                  has or will have, an Adverse Effect, within 20 Business Days
                  of notice thereof being


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                  delivered to the Seller by the Manager or the Trustee; or

            (ii)  if paragraph (i) is not satisfied, a Seller has not within 20
                  Business Days of such notice paid compensation to the Trustee
                  for its loss from such breach in an amount satisfactory to the
                  Trustee acting reasonably (such compensation cannot exceed the
                  aggregate of the principal amount outstanding in respect of
                  the corresponding Mortgage Loan (as recorded on the Mortgage
                  Loan System) and any accrued or unpaid interest in respect of
                  the Mortgage Loan (calculated in both cases at the time of
                  payment of the compensation)).

            The Trustee must, in such notice, specify the reasons why it
            believes an Adverse Effect has occurred, or will occur (as the case
            may be);

      (b)   (Servicer Default): if the Seller is the then Servicer, a Servicer
            Default occurs;

      (c)   (Seller Insolvency Event): an Insolvency Event occurs in relation to
            a Seller;

      (d)   (Seller breach of Interest Rate Swap Agreement): if a Seller is a
            then Interest Rate Swap Provider under a Fixed Rate Swap or an
            Interest Rate Basis Cap, the Seller fails to make any payment due
            under the corresponding Interest Rate Swap Agreement and such
            failure: or

            (i)   has or will have, as reasonably determined by the Trustee, an
                  Adverse Effect; and

            (ii)  is not remedied by the Relevant Seller within 20 Business Days
                  (or such longer period as the Trustee may agree to) of notice
                  thereof being delivered to the Relevant Seller by the Manager
                  or the Trustee;

      (e)   (Downgrading of Seller): a downgrading in the long term debt rating
            of a Seller below the Specified Rating (or such other rating in
            respect of the Seller as is agreed between the Manager, the Seller
            and the Rating Agency which had assigned the relevant Specified
            Rating).

24.2  Declaration of Perfection of Title Event

      If a Perfection of Title Event (of which the Trustee is actually aware) is
      subsisting, the Trustee must, as soon as is practicable, by notice in
      writing to the Sellers, the Servicer, the Manager and the Rating Agencies
      declare that a Perfection of Title Event has occurred unless the Rating
      Agencies confirm by notice in writing to the Trustee (with a copy to the
      Manager) prior to the declaration that a failure to perfect the Trustee's
      title to the Mortgages in accordance with clause 24.3 will not result in a
      reduction, qualification or withdrawal of the credit ratings then assigned
      by them to the Securities.

24.3  Perfection of Title

      If, and only if, a declaration is made by the Trustee in accordance with
      clause 24.2, the Trustee and the Manager must as soon as practicable:

      (a)   (Perfect title): take all necessary steps to perfect in the name of
            the Trustee the Trustee's legal title to the Mortgages then forming
            part of the Assets of the Series Trust, including lodgement of
            Mortgage Transfers (where necessary, executed under a Power of
            Attorney) with the land titles office of the appropriate
            jurisdiction to achieve registration of the Mortgages then forming
            part of the Assets of the Series Trust;

      (b)   (Notify Borrowers): notify the relevant Borrowers of the sale of the
            Mortgage Loans and Mortgages then forming part of the Assets of the
            Series Trust including


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            informing them (where appropriate) that they should make payment to
            the Series Trust Account specified to them by the Trustee; and

      (c)   (Possession of Loan Files): take possession of all Loan Files
            (subject to the Privacy Act and each Seller's duty of
            confidentiality to its customers under general law or otherwise).
            The Trustee and the Manager may, if necessary to obtain possession,
            enter into the premises of the Servicer at which the Loan Files are
            stored.

24.4  Trustee to lodge Caveats

      If the Trustee does not hold the Mortgage Documents necessary to vest
      fully and effectively in the Trustee each Seller's legal right, title and
      interest in and to any Mortgage Loan, the Trustee must, within 5 Business
      Days after the declaration by the Trustee of a Perfection of Title Event
      in accordance with clause 24.2, lodge or enter, to the extent of the
      information available to it, a caveat or similar instrument in respect of
      the Trustee's interest in the Mortgage Loan.

24.5  Trustee to hold Legal Title or lodge Caveats

      The Trustee must, in respect of each Mortgage Loan then forming part of
      the Assets of the Series Trust, within 30 Business Days after the
      declaration by the Trustee of a Perfection of Title Event in accordance
      with clause 24.2, either have commenced to take all necessary steps to
      perfect the legal title to that Mortgage Loan or have lodged or entered a
      caveat or similar instrument in respect of the Trustee's interest in that
      Mortgage Loan.

24.6  Powers of Attorney

      The Trustee must only use the Powers of Attorney to execute Mortgage
      Transfers in respect of Mortgages then forming part of the Assets of the
      Series Trust and only then if it has declared a Perfection of Title Event
      in accordance with clause 24.2.

24.7  Other Loans

      Following a declaration in accordance with clause 24.2, the Trustee must
      continue to hold its interest in the CBA Trust Assets in accordance with
      this Deed.

24.8  Indemnity

      CBA indemnifies the Trustee against all loss, costs, damages, charges and
      expenses incurred by the Trustee in perfecting the Trustee's title to the
      Mortgages then forming part of the Assets of the Series Trust in
      accordance with clause 24.3, including legal costs charged at the usual
      commercial rates of the relevant legal services provider, all registration
      fees, stamp duty and the cost of preparing and transmitting all necessary
      documentation.

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25.   Servicer as Custodian of the Mortgage Loan documents

25.1  Servicer as Custodian

      The Servicer shall hold the Mortgage Documents in relation to the Sellers'
      Mortgage Loans and which from time to time form part of the Assets of the
      Series Trust (the "Relevant Mortgage Documents") as custodian on behalf of
      the Trustee from and including the Closing Date until a Document Transfer
      Event occurs.

25.2  Application of the Balance of this Clause

      The remaining provisions of this clause 25 only apply if and while the
      Servicer remains as Custodian of the Relevant Mortgage Documents.


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<PAGE>

25.3  Servicer Covenants as Custodian

      The Servicer covenants with the Trustee that it will:

      (a)   (Hold documents in accordance with its normal practice): hold the
            Relevant Mortgage Documents in accordance with its standard
            safekeeping practices and in the same manner and to the same extent
            as it holds its own documents;

      (b)   (Segregate documents): mark and segregate the security packages
            containing the Relevant Mortgage Documents in a manner to enable the
            easy identification of them by the Trustee (when the Trustee is at
            the premises at which the Mortgage Documents are located and in
            possession of the letter delivered to it pursuant to clause 6.1(k));

      (c)   (Reporting): maintain reports on movements of the Relevant Mortgage
            Documents;

      (d)   (Deficiencies in Document Custody Audit Report): cure any exceptions
            or deficiencies noted by the Auditor of the Series Trust in a
            Document Custody Audit Report; and

      (e)   (Power of Attorney): exercise any power of attorney granted by
            Colonial State Bank solely in relation to its duties as Custodian or
            in relation to any non-compliance by Colonial State Bank with Clause
            25.12 and upon the instruction of the Trustee.

25.4  Servicer's Update of Computer Diskette

      (a)   (Quarterly Updates): The Servicer must deliver to the Trustee on
            each Quarterly Distribution Date a computer diskette in a format
            acceptable to the Trustee updating the information referred to in
            clause 6.1(j).

      (b)   (Adverse Document Custody Audit Report): In addition to its
            obligations under clause 25.4(a), if there is an Adverse Document
            Custody Audit Report the Servicer must deliver to the Trustee within
            20 Business Days thereafter (or such longer period as may be agreed
            between the Servicer and the Trustee) a computer diskette updating
            the information referred to in clause 6.1(j) and containing the
            Caveat and Transfer Details in respect of each Mortgage Loan then
            forming part of the Assets of the Series Trust.

25.5  Servicers' Indemnity in respect of Incorrect Information on Computer
      Diskette

      If the Servicer:

      (a)   (Fails to supply information): fails to supply adequate information;
            or

      (b)   (Supplies incorrect information): supplies inaccurate or incomplete
            information,

      on the computer diskettes delivered pursuant to clause 6.1(j) or 25.4 and
      as a result the Trustee is unable (when entitled to do so under this Deed)
      to lodge and register Caveats and Mortgage Transfers upon the occurrence
      of a Document Transfer Event or a Perfection of Title Event, then the
      Servicer (as custodian) indemnifies the Trustee (whether for its own
      account or for the account of the Securityholders) for all actions, loss,
      damage, costs (including legal costs charged at the usual commercial rates
      of the relevant legal services provider), charges and expenses suffered as
      a result.

25.6  Document Custody Audit Report

      The Manager or the Trustee (due to default by the Manager) must retain the
      Auditor of the


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<PAGE>

      Series Trust to conduct periodic reviews (determined in accordance with
      clause 25.9) in respect of each Servicer's role as custodian of the
      Relevant Mortgage Documents forming part of the Assets of the Series
      Trust. The Auditor must review:

      (a)   (Custodial procedures): the custodial procedures adopted by the
            Servicer; and

      (b)   (Accuracy of information): the accuracy of information in respect of
            the Mortgage Loans contained on:

            (i)   the Security Register; and

            (ii)  the most recent of the computer diskettes provided to the
                  Trustee pursuant to clauses 6.1(j) and 25.4.

25.7  Details of Document Custody Audit Report

      (a)   (Custody procedures): In respect of the review referred to in clause
            25.6(a), the Manager must instruct the Auditor of the Series Trust
            that its review should consist of reporting on whether:

            (i)   Mortgage Documents forming part of the Assets of the Series
                  Trust are capable of identification and are distinguishable
                  from the other assets of the Servicer;

            (ii)  controls exist such that the Mortgage Documents may not be
                  removed or tampered with except with appropriate
                  authorisation; and

            (iii) an appropriate tracking system is in place such that the
                  location of the security packages containing the Mortgage
                  Documents in respect of the Mortgage Loans comprising Assets
                  of the Series Trust can be detected at any time and the
                  location of the Mortgage Documents (other than the Mortgage
                  Documents in relation to the First Layer of Collateral
                  Securities but including any Insurance Policy or certificate
                  of currency for an Insurance Policy in relation to a Mortgage
                  Loan) can be detected at any time.

      (b)   (Accuracy of information): In respect of the review referred to in
            clause 25.6(b)(i), the Manager must instruct the Auditor of the
            Series Trust to review a sample of security packets in respect of
            the Mortgage Loans then forming part of the Assets of the Series
            Trust to determine whether they contain the following (which accord,
            where applicable, with the information contained in the computer
            diskette referred to in clause 25.6(b)(ii)):

            (i)   an original counterpart of the corresponding Mortgage;

            (ii)  the Certificate of Title (if any) in respect of the Land the
                  subject of the Mortgage; and

            (iii) (where applicable) any Mortgage Insurance Policy in respect of
                  the corresponding Mortgage other than the [     ] Mortgage
                  Insurance Policy.

            If such security packets do not contain any of the foregoing, the
            Auditor must determine if there is an adequate explanation regarding
            the documents not in the security packets or whether the security
            packets or the Servicer's records indicate the location of the
            missing documents.

            The Manager must instruct the Auditor to confirm (after having
            conducted the above reviews) the accuracy of the information in
            respect of the above contained in both the Security Register and the
            computer diskette referred to in


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            clause 25.6(b)(ii).

25.8  Document Custody Audit Report

      The Manager must instruct the Auditor of the Series Trust to provide a
      Document Custody Audit Report in respect of the Servicer in which the
      Auditor, based on its reviews referred to in clause 25.7, specifies a
      grade of the overall custodial performance by the Servicer, based on the
      following grading system:

      "A"    Good -                 All control procedures and accuracy of
                                    information in respect of Mortgage Loans
                                    testing completed without exception.

      "B"    Satisfactory -         Minor exceptions noted.

      "C"    Improvement required - Base internal controls are in place but a
                                    number of issues were identified that need
                                    to be resolved for controls to be considered
                                    adequate; and/or

                                    Testing of the information in respect of
                                    Mortgage Loans identified a number of minor
                                    exceptions which are the result of
                                    non-compliance with the control system.

      "D"    Adverse -              Major deficiencies in internal controls were
                                    identified. Cannot rely on the integrity of
                                    the information in respect of Mortgage Loans
                                    on the Security Register and the diskettes
                                    delivered pursuant to clauses 6.1(j) and
                                    25.4.

25.9  Timing of Document Custody Audit Reports

      The Manager (or the Trustee if the Manager fails to do so) must instruct
      the Auditor of the Series Trust to prepare a Document Custody Audit Report
      immediately after delivery of the computer diskette referred to in clause
      6.1(j) and annually on 30 September of each year thereafter (not including
      the year in which the first Document Custody Audit Report is prepared) (or
      such other period as may be agreed by the Manager, the Trustee and the
      Ratings Agencies). The Manager (or the Trustee if the Manager fails to do
      so) must require the Auditor to deliver a copy of each Document Custody
      Audit Report to the Trustee, with a copy to the Manager and the Servicer.

25.10 Adverse Document Custody Audit Report

      If the Auditor issues an Adverse Document Custody Audit Report to the
      Trustee, the Trustee must instruct the Auditor to conduct a further
      Document Custody Audit Report no sooner than 1 month but no later than 2
      months after the date of receipt by the Trustee of the Adverse Document
      Custody Audit Report. The Manager must instruct the Auditor to deliver the
      further Document Custody Audit Report to the Trustee, with a copy to the
      Manager and the Servicer.

25.11 Document Transfer Event

      Upon the occurrence of any of the following:

      (a)   (Further Adverse Document Custody Audit Report): a further Document
            Custody Audit Report pursuant to clause 25.10 is an Adverse Document
            Custody Audit Report;

      (b)   (Trustee as Servicer): the Trustee replaces CBA as the Servicer; or


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      (c)   (Downgrade of Seller Rating): a downgrading in the long term debt
            rating of CBA to below the Specified Rating (or such other rating as
            is agreed between the Manager, the Servicer and the relevant Rating
            Agencies),

      a Document Transfer Event occurs. The Trustee must immediately upon
      becoming actually aware of a Document Transfer Event deliver a notice to
      the Servicer notifying it of the occurrence of a Document Transfer Event.
      Upon receipt of such notice the Servicer must transfer custody of the
      Mortgage Documents then forming part of the Assets of the Series Trust
      held by it to the Trustee. Subject to clause 25.14, this requirement will
      be treated as being satisfied if:

      (d)   (Delivery of 90% of Mortgage Documents): within 5 Business Days of
            the above notice being received, all Mortgage Documents in relation
            to at least 90% (by number) of the Mortgage Loans then part of the
            Assets of the Series Trust are delivered to the Trustee; and

      (e)   (Remaining Mortgage Documents): any remaining Mortgage Documents in
            relation to Mortgage Loans then part of the Assets of the Series
            Trust are delivered to the Trustee within 10 Business Days of the
            above notice being received.

25.12 Failure to comply with clause 25.11

      If the Servicer does not comply with the requirements of clause 25.11
      (subject to clause 25.14) within either of the specified time limits
      specified in clause 25.11(d) & (e), the Trustee must (unless the Trustee
      is satisfied, in its absolute discretion, that the Servicer has used its
      best endeavours to deliver the Mortgage Documents and has made appropriate
      arrangements for the remaining Mortgage Documents to be delivered in
      accordance with clause 25.11 (subject to clause 25.14) within a reasonable
      period as determined by the Trustee (but in any event no longer than 10
      Business Days from the date that they were due to be delivered in
      accordance with clause 25.11 (subject to clause 25.14) except where the
      Trustee is satisfied, in its absolute discretion, that the failure to
      deliver the remaining Mortgage Documents arises from circumstances beyond
      the control of the Servicer)) to the extent to which it has information
      available to it at the time:

      (a)   (Lodge Caveats): execute and lodge Caveats in respect of all Land or
            Mortgages (as the case may be) for which all Mortgage Documents in
            respect of the Series Trust have not been delivered; and

      (b)   (Bring Proceeds for Possession): initiate legal proceedings to take
            possession of the Mortgage Documents in respect of the Series Trust
            that have not been delivered,

      and to the extent that the Trustee cannot do so, as a result of not having
      information available to it to do so, the indemnity in clause 25.5
      applies.

      The Trustee must discontinue any legal proceedings initiated in accordance
      with this clause 25.12 if the Mortgage Documents in question are delivered
      to the Trustee.

25.13 Emergency Document transfer

      If:

      (a)   (A Perfection of Title Event occurs): a Perfection of Title Event
            (other than a Servicer Default referred to in clause 18.1(g)) is
            declared by the Trustee in accordance with clause 24.2 and the
            Trustee notifies the Sellers and the Servicer of that fact (which
            the Trustee must do immediately upon declaring any such Perfection
            of Title Event); or

      (b)   (Nominated Servicer Default): for the purposes of this clause only
            and not for any other purpose under this Deed:


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<PAGE>

            (i)   the Trustee considers in good faith that the conditions of
                  clause 18.1(g) have been satisfied; and

            (ii)  the Trustee serves a notice on the Servicer identifying the
                  reasons why the Trustee considers that those conditions have
                  been satisfied and why, in the Trustee's opinion, an Adverse
                  Effect has or may occur as a result,

      then, subject to clause 25.14, the Servicer must immediately upon receipt
      of a notice under paragraph (a) or (b) transfer custody of its Mortgage
      Documents to the Trustee. The Trustee may, in such circumstances, commence
      legal proceedings to obtain possession of the Mortgage Documents and may
      enter into the premises of the Servicer at which the Mortgage Documents
      are stored and take away from such premises the Mortgage Documents then
      forming part of the Assets of the Series Trust.

25.14 Exceptions to Transfer

      The obligations of the Servicer to transfer custody of the Mortgage
      Documents to the Trustee pursuant to clause 25.11 or 25.13 do not extend
      to such documents which the Servicer can prove, to the reasonable
      satisfaction of the Trustee, are deposited with a solicitor (acting on
      behalf of the Servicer), a land titles office, a stamp duties office or
      any other Governmental Agency. The Servicer must provide a list of such
      documents to the Trustee together with any which have been lost (and a
      statutory declaration duly completed that the contents of the list are, to
      the best of the knowledge and belief of the maker, true and correct)
      within 14 days of the above notice having been received by it. In respect
      of Mortgage Documents that are so deposited, the Servicer must deliver
      these to the Trustee immediately upon receipt from the solicitor or
      relevant office and, in respect of Mortgage Documents that are lost, the
      Servicer must take all reasonable steps satisfactory to the Trustee to
      promptly replace such Mortgage Documents.

25.15 Indemnity by the Servicer

      The Servicer indemnifies the Trustee against all loss, costs, damages,
      charges and expenses incurred by the Trustee:

      (a)   (Servicer breach): as a result of a breach by the Servicer of clause
            25.11; or

      (b)   (Legal proceedings): in connection with the Trustee taking the
            action referred to in clause 25.12 or the legal proceedings referred
            to in clause 25.13,

      including all registration fees, stamp duty, legal costs charged at the
      usual commercial rates of the relevant legal services provider and the
      cost of preparing and transmitting all necessary documentation.

25.16 Trustee to co-operate with Servicer

      If the Trustee holds any Mortgage Loan Document and if the Trustee
      receives from the Servicer a satisfactory undertaking, the Trustee must
      release to the Servicer from time to time such Mortgage Documents as are
      reasonably required by the Servicer to perform its obligations as Servicer
      under this Deed.

25.17 Specific performance

      If the Servicer breaches its obligations under clauses 25.11 to 25.14, it
      is agreed that damages alone will not be an adequate remedy for such a
      breach and that the Trustee is entitled to sue the Servicer for specific
      performance of its obligations under clauses 25.11 to 25.14.

25.18 Trustee's Duty While Holding Mortgage Documents

      While the Trustee holds any Mortgage Documents, it must hold them in
      accordance with its


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      standard safekeeping practices and in the same manner and to the same
      extent as it holds equivalent mortgage documents as trustee.

25.19 Reappointment of Servicer as Custodian

      If following a Document Transfer Event:

      (a)   the Trustee is satisfied, notwithstanding the occurrence of the
            Document Transfer Event, that the Servicer is an appropriate person
            to act as custodian of all or part of the Mortgage Documents; and

      (b)   the Rating Agencies confirm that the appointment of the Servicer to
            act as custodian of those Mortgage Documents will not result in a
            reduction, qualification or withdrawal of the credit ratings then
            assigned by them to the Securities,

      then the Trustee may by agreement with the Servicer appoint the Servicer
      to act as custodian of the Mortgage Documents upon such terms as are
      agreed between the Trustee and the Servicer and approved by the Manager.
      This clause 25 will apply following the appointment of the Servicer as
      custodian of the Mortgage Documents under this clause 25.19.

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26.   Termination of the Series Trust

26.1  Potential Termination Events

      (a)   (Notify Potential Termination Event): If the Trustee, the Manager or
            the Servicer becomes aware of the occurrence of a Potential
            Termination Event it must promptly notify in writing the others and
            the Security Trustee and the Class A-1 Note Trustee.

      (b)   (Trustee must determine whether Potential Termination Event has
            Adverse Effect): Upon becoming aware of a Potential Termination
            Event, the Trustee must promptly determine whether in its reasonable
            opinion the Potential Termination Event has or will have an Adverse
            Effect and must promptly thereafter notify in writing the Manager,
            the Servicer, the Security Trustee and the Class A-1 Note Trustee of
            its determination.

      (c)   (Restructuring): If the Trustee determines pursuant to clause
            26.1(b) that a Potential Termination Event has or will have an
            Adverse Effect , the Servicer, the Trustee and the Manager must
            consult and use their reasonable endeavours (in consultation with
            the Security Trustee, the Class A-1 Note Trustee and, if necessary
            the Residual Unitholder) to amend or vary the terms of this Deed,
            any other relevant Transaction Document and the Securities in
            respect of the Series Trust, in such a way so as to cure the
            Potential Termination Event or its Adverse Effect.

      (d)   (Wind up the Security Trust): If such consultations do not result in
            the cure of the Potential Termination Event or its Adverse Effect
            (with the consent of the Servicer, the Trustee, the Manager, the
            Security Trustee and the Class A-1 Note Trustee) within 60 days of
            notice being given by the Trustee pursuant to clause 26.1(b), then
            the Trustee must proceed to liquidate the Assets of the Series Trust
            in accordance with the remainder of this clause 26.

26.2  Determination of Termination Payment Date

      The Trustee must as soon as practicable following the Termination Date of
      the Series Trust, declare on the direction of the Servicer and the
      Manager, a date as the Termination Payment Date (which, if Securities have
      been issued and have not then been redeemed (or deemed to be redeemed) in
      full, must be a Monthly Distribution Date and must not be the next Monthly
      Distribution Date or Quarterly Distribution Date immediately after the
      declaration if the


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      Determination Date in relation to that Monthly Distribution Date has then
      passed), being a date by which the Trustee reasonably believes that the
      sale and distribution of the Assets of the Series Trust will be completed
      in accordance with this clause 26. Based on the direction of the Servicer
      and the Manager, the Trustee may substitute another date as the
      Termination Payment Date (which, if the Securities have not then been
      redeemed in full, must be a Monthly Distribution Date or a Quarterly
      Distribution Date) if it reasonably believes that the Assets will not in
      fact be sold and distributed by the then declared Termination Payment
      Date.

26.3  Realisation of Assets

      Upon the occurrence of the Termination Date of the Series Trust, the
      Trustee, in consultation with the Manager, must sell and realise the
      Assets of the Series Trust (and, in relation to the sale (other than
      pursuant to clause 26.5) of any Mortgage Loan Rights forming part of the
      Assets of the Series Trust, the Trustee must obtain appropriate expert
      advice prior to the sale) and such sale (so far as reasonably practicable
      and reasonably commercially viable) must be completed within 180 days of
      the Termination Date provided that during the period of 180 days from the
      Termination Date:

      (a)   (Fair Market Value): the Trustee must not offer to sell the Mortgage
            Loan Rights for less than their Fair Market Value;

      (b)   (Sale in accordance with clause 26.4): the Trustee must not sell any
            Mortgage Loan Rights unless the sale is on terms in accordance with
            clause 26.4; and

      (c)   (Right of first refusal): the Trustee must not sell any Mortgage
            Loan Rights unless it has offered the Mortgage Loan Rights for sale
            to CBA in accordance with clause 26.5 and CBA has either not
            accepted that offer or has accepted that offer within 90 days of
            that Termination Date but not paid the consideration due by the time
            required pursuant to clause 26.5.

26.4  Conditions of Sale During 180 days

      The Trustee must not conclude a sale pursuant to clause 26.3 (other than
      pursuant to clause 26.5) unless:

      (a)   (Equitable assignment only): all Mortgage Loan Rights sold pursuant
            to that sale are assigned in equity only (unless the Trustee already
            holds legal title to such Mortgage Loan Rights);

      (b)   (Servicer's rights retained): the sale is expressly subject to the
            Servicer's right to be retained as Servicer of the Mortgage Loan
            Rights in accordance with the terms of this Deed; and

      (c)   (Sale subject to CBA Trust): the sale is expressly subject to the
            rights of the CBA Trust in respect of those Mortgage Loan Rights
            pursuant to this Deed and to the rights of the beneficiary, or
            beneficiaries, of the CBA Trust in respect of those Mortgage Loan
            Rights pursuant to this Deed.

26.5  Right of Refusal to Seller

      (a)   (Deemed offer to Seller): On the Termination Date of the Series
            Trust the Trustee is deemed to irrevocably offer to extinguish in
            favour of the Sellers, its entire right, title and interest in the
            Mortgage Loan Rights forming part of the Assets of the Series Trust
            in return for the payment to the Trustee of an amount determined in
            accordance with clause 26.3(a) as at the Termination Date.

      (b)   (Acceptance by Seller of Offer): The Sellers may verbally accept the
            offer referred to in clause 26.5(a) within 90 days after the
            Termination Date of the Series Trust


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            and, having accepted the offer, must pay to the Trustee, in
            immediately available funds, the amount referred to in clause
            26.5(a) by the expiration of 180 days after the Termination Date of
            the Series Trust. If the Sellers make such payment, the Trustee must
            execute whatever documents the Sellers reasonably require to
            complete the extinguishment of the Trustee's right, title and
            interest in the Mortgage Loan Rights then forming part of the Assets
            of the Series Trust.

      (c)   (Trustee must not sell): The Trustee must not sell any Mortgage Loan
            Rights referred to in clause 26.5(a) unless the Sellers have failed
            to accept the offer referred to in clause 26.5(a) within 90 days
            after the Termination Date or, having accepted the offer, has failed
            to pay the amount referred to in clause 26.3(a) by the expiration of
            180 days after the Termination Date.

26.6  Sale at Lower Price

      If after the expiration of the period of 180 days from the Termination
      Date of the Series Trust the Trustee has not sold any Mortgage Loan Rights
      which form part of the Assets of the Series Trust for the amount
      determined in accordance with clause 26.3(a), the Trustee may proceed to
      sell such Mortgage Loan Rights free from the prohibitions contained in
      clause 26.3 and may, if necessary, sell such Mortgage Loan Rights on the
      terms set out in clause 26.7 if the terms of that clause are satisfied. If
      any Mortgage Loan Rights are sold for less than the price for those
      Mortgage Loan Rights determined in accordance with clause 26.3(a), then
      any such shortfall must be allocated as provided for clause 26.11.

26.7  Conditions of Sale After 180 days

      Upon the expiration of the period of 180 days from the Termination Date in
      respect of the Series Trust, the Trustee may, if necessary (in its
      reasonable opinion) to sell the Mortgage Loan Rights forming part of the
      Assets of the Series Trust for at least the amount determined in
      accordance with clause 26.3(a) in respect of those Mortgage Loan Rights:

      (a)   (Perfect title): take all necessary steps to perfect the Trustee's
            legal title to the Mortgage Loan Rights as if a Perfection of Title
            Event had occurred;

      (b)   (Terminate Servicer): terminate the rights and obligations of the
            Servicer in respect of those Mortgage Loan Rights; and

      (c)   (Sell Mortgage Loan Rights): sell the legal and beneficial ownership
            in such Mortgage Loan Rights to the prospective purchaser free of
            all rights of the Relevant Seller to repurchase such Mortgage Loan
            Rights in accordance with this Deed which rights the Seller is
            deemed to have waived by its not accepting the offer made to it in
            accordance with clause 26.3(a).

26.8  Further Conditions of Sale After 180 days

      If the Trustee sells the Mortgage Loan Rights pursuant to clause 26.7, the
      Trustee must use reasonable endeavours to include as a condition of the
      sale that the purchaser will:

      (a)   (Consent): consent to the granting in favour of the Relevant Seller
            of mortgages and other Security Interests subsequent to the
            Mortgages and Collateral Security assigned to the purchaser;

      (b)   (Enter Priority Agreements): enter into priority agreements with the
            Relevant Seller, in the form then specified in the Servicing
            Standards, limiting the priority of the Mortgages and Collateral
            Security assigned to the purchaser over any subsequent mortgages and
            other Security Interests held by the Relevant Seller to the then
            principal outstanding of the relevant Mortgage Loan and any
            interest, fees and expenses on this amount; and


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      (c)   (Endeavour to obtain Borrower's consent): use reasonable endeavours
            to obtain the consent of the providers of Mortgages and Collateral
            Securities assigned to the purchaser, and any other relevant person,
            to the grant of subsequent mortgages and other Security Interests to
            the Relevant Seller.

26.9  Procedures Pending Winding-Up

      During the period commencing on the Termination Date and ending on the
      Termination Payment Date:

      (a)   (Trustee, Manager and Servicer must continue to perform duties): the
            Trustee, the Servicer and the Manager must continue to perform their
            respective roles in accordance with the Master Trust Deed and this
            Deed in respect of the Assets of the Series Trust;

      (b)   (Collections to continue to be paid into Collections Account): all
            Collections must continue to be deposited into the Collections
            Account in accordance with this Deed;

      (c)   (Proceeds of sale): all proceeds arising from the sale of Assets of
            the Series Trust must be deposited into the Collections Account and
            must be treated for all purposes as if such proceeds were
            Collections and the Manager must determine (and advise the Trustee)
            which of such proceeds are to be treated as received on account of
            principal amounts and which of such proceeds are to be treated as
            received on account of Available Funds; and

      (d)   (Trustee must make payments): the Trustee must continue to make all
            distributions, transfers and payments determined by the Manager as
            required to be made in accordance with this Deed.

26.10 Costs on Winding-up of the Series Trust

      On the Determination Date prior to the Termination Payment Date, the
      Manager (in consultation with the Trustee) must in respect of the Series
      Trust make provision for all Taxes, costs, charges, expenses, claims and
      demands anticipated to become payable after the Termination Payment Date
      in connection with or arising out of the administration or winding up of
      the Series Trust, including the fees of any consultants whom the Trustee,
      a Seller, the Servicer, the Security Trustee or the Manager have employed
      in connection with the administration or winding up of the Series Trust.
      Such costs (if any) will be treated as Expenses by the Manager in making
      its determinations as to payments to be made on the Termination Payment
      Date in accordance with clause 26.11.

26.11 Calculation of Final Distributions

      On the Determination Date prior to the Termination Payment Date, the
      Manager must determine how the amounts standing to the credit of the
      Collections Account (other than amounts, if any, in respect of Cash
      Advance Deposit or Seller Deposit) are to be distributed and must make
      such determination in accordance with the provisions of this Deed for
      payments and allocations of principal amounts and Available Income
      Amounts. As soon as practicable after making such determinations, the
      Manager must notify the Trustee of the allocations and payments to be made
      on the Termination Payment Date in accordance with this Deed.

26.12 Final Distributions

      On the Termination Payment Date, the Trustee must make the payments that
      the Manager directs it to make pursuant to clause 26.11.


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26.13 Insufficient Funds

      If the Trustee has insufficient funds to make the payments required to be
      made under clause 26.12 to the Securityholders in full, the Trustee will
      distribute the amount available to the Trustee in accordance with
      (including the order of priority specified in) clause 10.3 in the case of
      the capital of the Series Trust and clauses 10.2 in the case of the income
      of the Series Trust.

26.14 Excess Funds

      If following the distribution of the amounts required to be distributed by
      the Trustee to Securityholders pursuant to clause 26.12 the Trustee holds
      any excess funds or other Assets of the Series Trust, the Trustee must
      immediately distribute such funds or Assets to the Residual Unitholder.

26.15 Distribution to Residual Unitholder in Specie

      On the occurrence of an event referred to in paragraph (c)(i) of the
      definition of Termination Date, the Trustee must immediately after
      deducting any amount paid or provided for pursuant to clause 26.12,
      distribute the Assets of the Series Trust in full in specie to the
      Residual Unitholder. The Residual Unitholder must take all steps necessary
      on its part in order to enable the Trustee to comply with this clause
      26.15 and will reimburse the Trustee on demand for all expenses payable in
      connection with such transfer.

26.16 Terms of In Specie Distributions

      Any in specie distribution pursuant to clause 26.15 will be without
      recourse to the Trustee and without representation or warranty by the
      Trustee.

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27.   General

27.1  Required Credit Rating

      For the purposes of the Master Trust Deed in so far as it relates to the
      Series Trust:

      (a)   (Moody's): the Required Credit Rating required by Moody's in respect
            of Authorised Short-Term Investments of the Series Trust is a
            short-term rating of P1 or such other rating as is agreed between
            the Manager, the Trustee and Moody's;

      (b)   (S&P): the Required Credit Rating required by S&P in respect of
            Authorised Short-Term Investments of the Series Trust is a
            short-term rating of A-1+ or such other rating as is agreed between
            the Manager, the Trustee and S&P; and

      (c)   (Fitch): the Required Credit Rating required by Fitch in respect of
            Authorised Short-Term Investments of the Series Trust is a
            short-term rating of F1 or such other rating as is agreed between
            the Manager, the Trustee and Fitch.

27.2  Distribution of information

      (a)   (Quarterly Certificate):The Manager will on or before the date which
            is 1 Business Day before each Quarterly Distribution Date send to
            the Trustee, the Principal Paying Agent and the Class A-1 Note
            Trustee, the Quarterly Certificate.

      (b)   (Monthly Certificate): The Manager will on or before the date which
            is 1 Business Day before each Monthly Distribution Date send to the
            Rating Agencies and the Trustee the Monthly Certificate.

      (c)   (Other Information): The Manager will on or before the date which is
            1 Business Day before each Quarterly Distribution Date send to the
            Rating Agencies, such


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            information as they require:

            (i)   from the Quarterly Certificate; and

            (ii)  the Pool Performance Data (if available) (and the Manager will
                  send the same information to the Trustee).

27.3  Electronic Reporting of Pool Performance Data

      Prior to each Quarterly Distribution Date, the Manager (or a person
      nominated by the Manager) must prepare and arrange for the publication by
      Reuters and/or Bloomberg, L.P. (or another similar electronic medium) of
      the Pool Performance Data (if available) in respect of the Collection
      Period just ended in a format similar to that used by other
      mortgage-backed securities issuers in the Australian market. The Manager
      is not liable to any person in any manner for the acts or omissions of the
      person nominated by the Manager for the purposes set out in this clause
      27.3.

27.4  Claim for Damages

      Where this Deed provides for damages to be payable by a Seller, the
      Servicer or the Manager:

      (a)   (Claim must be in writing): a written notice of a claim for damages
            must be provided to the relevant party by the Trustee;

      (b)   (Claim must specify the amount of damages): such notice must specify
            the amount of damages claimed and how such amount has been
            determined by reference to the loss incurred as a result of the
            breach leading to the claim for damages; and

      (c)   (Trustee must act on instructions): the Trustee in preparing a
            notice in accordance with clauses 27.4(a) and (b) will act on the
            instructions of the Manager (in the case of a claim against a Seller
            or the Servicer) or take expert advice, if necessary (in the case of
            a claim against the Manager).

27.5  Allocation of Damages

      If an amount is payable to the Trustee by the Servicer, a Seller or the
      Manager for a breach of a representation, warranty or obligation under the
      Master Trust Deed or this Deed or for other damages, the Manager will
      determine what portion of such amount is to be treated as Other Principal
      Amounts and what portion of such amount is to be treated as Other Income
      Amounts. On each Determination Date the Manager must notify the Trustee of
      its allocation, in accordance with the foregoing, of such payment received
      (if any) in the Collection Period just ended.

27.6  Additional Expenses

      Pursuant to clause 16.11 of the Master Trust Deed, the Expenses are
      incorporated into and form part of the expenses of the Series Trust for
      which the Trustee is entitled to be indemnified out of the Assets of the
      Series Trust.

27.7  Form of Transfers and Certificates

      For the purposes of the Master Trust Deed insofar as it relates to the
      Series Trust:

      (a)   (Security Certificate): the form of the Security Certificate for A$
            Securities is as specified in Schedule 6; and

      (b)   (Security Transfer): the form of the Security Transfer for A$
            Securities is as specified in Schedule 7.


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27.8  Incur Costs Without Approval

      Pursuant to clause 16.26 of the Master Trust Deed, the Trustee may do such
      things, take such actions and incur such expenses without the consent of
      the Manager (including the appointment of advisers) as it believes
      necessary (acting reasonably) in determining whether a particular event
      under the Transaction Documents in relation to the Series Trust is having,
      or will have, an Adverse Effect where such determination is a necessary
      pre-condition for the Trustee to exercise its rights under any Transaction
      Documents.

27.9  Adverse Effect

      The Manager and the Servicer acknowledge that:

      (a)   (Determination without consent): an Adverse Effect may be determined
            by the Trustee without the consent of the Manager provided such
            determination is a necessary pre-condition of the Trustee exercising
            its rights under a Transaction Document;

      (b)   (Notice): the Trustee is required to determine an Adverse Effect or
            to provide the notices referred to in this Deed in respect of a
            determination of Adverse Effect only if it is actually aware of the
            facts giving rise to the Adverse Effect; and

      (c)   (Trustee may rely): in making those determinations, the Trustee will
            seek and rely conclusively on advice given to it by its advisers in
            the manner contemplated in clause 16.6 of the Master Trust Deed.

27.10 Notification to Rating Agencies of Redemption of Securities

      The Manager will promptly notify each of the Rating Agencies of the
      redemption (or deemed redemption) or discharge in full of a Class of
      Securities.

27.11 Further Support Facilities

      Upon the termination of a Liquidity Facility Agreement, a Standby Redraw
      Facility Agreement or a Hedge Agreement, and subject to clause 29.5 of
      this Deed and clause 16.5 of the Master Trust Deed, and without limiting
      the Trustee's powers under clause 16 of the Master Trust Deed, the Trustee
      as trustee of the Series Trust must if requested by the Manager, with
      prior written confirmation from the Rating Agencies that the following
      will not result in a reduction, qualification or withdrawal of the credit
      ratings then assigned by them to the Securities, enter into a substitute
      Liquidity Facility Agreement, Redraw Facility Agreement or Hedge Agreement
      (as the case may be) with such parties and upon such terms as are
      specified by the Manager.

27.12 Supplementary Trustee Powers

      Without limiting the generality of clause 16.1 of the Master Trust Deed or
      any other provision of the Master Trust Deed, but subject to the
      limitations imposed on the Trustee pursuant to the Master Trust Deed, the
      Trustee has full power to do the following (which powers are to be
      construed as separate and independent powers):

      (a)   (Depository): to deliver or lodge the Class A-1 Notes, or arrange
            for the Class A-1 Notes to be delivered or lodged, with the
            Depository or its nominee;

      (b)   (Payment direction): where a person owes an amount to the Trustee,
            to direct that debtor to make that payment to another person on
            behalf of the Trustee, including directing payments due in respect
            of the Securities to be made to the Securityholders;

      (c)   (Currency conversion): to convert currencies on such terms and
            conditions as the


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<PAGE>

            Manager thinks fit and that are acceptable to the Trustee acting
            reasonably;

      (d)   (Stock exchange): to list and maintain the listing of the Class A-1
            Notes with any applicable regulatory authority to enable trading of
            the Class A-1 Notes on any stock exchange;

      (e)   (Class A-1 Note Trustee): to appoint the Class A-1 Note Trustee;

      (f)   (Agent Bank): to appoint the Agent Bank;

      (g)   (Paying Agent): to appoint the Principal Paying Agent and each other
            Paying Agent;

      (h)   (Class A-1 Note Registrar): to appoint the Class A-1 Note Registrar;

      (i)   (Hold Assets Other Trusts): if provided for in any Transaction
            Document, to hold any property or any interest in any property both
            as trustee of the Series Trust and as trustee on behalf of one or
            more persons in accordance with the provisions of the relevant
            Transaction Document;

      (j)   (Additional Fees and Expenses): in accordance with the Transaction
            Documents, to pay or reimburse to any person any fees, liabilities,
            losses, costs, claims, actions, damages, expenses, demands, charges,
            stamp duties and other Taxes in relation to the exercise by the
            Trustee of the above powers; and

      (k)   (Incidental Powers): with the written agreement of the Manager
            (which agreement is not to be unreasonably withheld), to do all such
            things incidental to or necessary or convenient to be done for, or
            in connection with, any of the above powers.

27.13 Trustee's power to delegate

      For the purposes of clause 16.4(p) of the Master Trust Deed, and
      notwithstanding any limitation contained in the Master Trust Deed the
      Trustee may delegate any obligation it has to receive or make payments
      denominated in US$ to a Paying Agent notwithstanding that such obligation
      may be a material obligation and, in respect of such delegation, but
      subject to clause 28.3, the Trustee is not liable for the acts or
      omissions of that Paying Agent.

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28.   Limitation of Trustee's duties

28.1  Trustee May Rely

      (a)   (Entitled to rely): The Trustee is entitled to conclusively rely on
            (unless actually aware to the contrary) and is not required to
            investigate the accuracy of:

            (i)   (Contents of Sale Notice): the contents of a Sale Notice given
                  to it by a Seller and any representation as to whether a
                  Mortgage Loan meets the Eligibility Criteria;

            (ii)  (Quarterly Certificate): the contents of a Quarterly
                  Certificate;

            (iii) (Calculations): any calculations made by a Seller, the
                  Servicer or the Manager under this Deed including without
                  limitation, the calculation of amounts to be paid to, or
                  charged against, any Securityholder or the Seller on specified
                  dates;

            (iv)  (Collections): the amount of, or allocation of, Collections;

            (v)   (Certificates): the contents of certificates provided to the
                  Trustee under this Deed and any certificates given by the
                  Manager or the Servicer


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<PAGE>

                  pursuant to the Quarterly Certificate or otherwise pursuant to
                  subsequent amendments to this Deed or the Master Trust Deed;
                  and

            (vi)  (Class A-1 Note Trustee Directions): all directions or
                  instructions given to it by the Class A-1 Note Trustee in
                  accordance with the Class A-1 Note Trust Deed.

      (b)   (Manager Default): The Trustee is not liable for any Manager Default
            or Servicer Default or Perfection of Title Event.

28.2  No Duty to Investigate

      The Trustee has no duty, and is under no obligation, to investigate
      whether a Servicer Default or a Perfection of Title Event has occurred
      other than where it has actual notice that such event has occurred.

28.3  Trustee not Liable

      Subject to clause 16.9 of the Master Trust Deed, but notwithstanding any
      other provision of the Master Trust Deed or any other Transaction
      Document, the Trustee has no liability (other than in its capacity as
      trustee of the Series Trust) for any act or omission by a Depository (or
      any nominee of a Depository), the Class A-1 Note Trustee, the [London
      Stock Exchange Limited], the Class A-1 Note Registrar, the Agent Bank or
      any Paying Agent except to the extent that act or omission was caused or
      contributed to by the Trustee's fraud, negligence or wilful default.

--------------------------------------------------------------------------------
29.   Trustee's limitation of liability

29.1  Limitation on Trustee's liability

      The Trustee enters into this Deed only in its capacity as trustee of the
      Series Trust and in no other capacity. A liability incurred by the Trustee
      acting in its capacity as trustee of the Series Trust arising under or in
      connection with this Deed is limited to and can be enforced against the
      Trustee only to the extent to which it can be satisfied out of Assets of
      the Series Trust out of which the Trustee is actually indemnified for the
      liability. This limitation of the Trustee's liability applies despite any
      other provision of this Deed (other than clause 29.3) and extends to all
      liabilities and obligations of the Trustee in any way connected with any
      representation, warranty, conduct, omission, agreement or transaction
      related to this Deed.

29.2  Claims against Trustee

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

29.3  Breach of trust

      The provisions of this clause 29 will not apply to any obligation or
      liability of the Trustee to the extent that it is not satisfied because
      under the Master Trust Deed, this Deed or any other Transaction Document
      in relation to the Series Trust or by operation of law there is a
      reduction in the extent of the Trustee's indemnification out of the Assets
      of the Series Trust, as a result of the Trustee's fraud, negligence or
      wilful default.

29.4  Acts or Omissions

      It is acknowledged that the Relevant Parties are responsible under the
      Transaction Documents


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<PAGE>

      for performing a variety of obligations relating to the Series Trust. No
      act or omission of the Trustee (including any related failure to satisfy
      its obligations and any breach of representations and warranties under
      this Deed) will be considered fraudulent, negligent or a wilful default
      for the purpose of clause 29.3 to the extent to which the act or omission
      was caused or contributed to by any failure by any Relevant Party or any
      other person appointed by the Trustee under a Transaction Document (other
      than a person whose acts or omissions the Trustee is liable for in
      accordance with any Transaction Document) to fulfil its obligations
      relating to the Series Trust or by any other act or omission of a Relevant
      Party or any other such person.

29.5  No obligation

      The Trustee (both in its capacity as trustee of the Series Trust and
      trustee of the CBA Trust) is not obliged to enter into any commitment or
      obligation under this Deed or any Transaction Document (including incur
      any further liability) unless the Trustee's liability is limited in a
      manner which is consistent with this clause 29 or otherwise in a manner
      satisfactory to the Trustee (both in its capacity as trustee of the Series
      Trust and trustee of the CBA Trust) in its absolute discretion.

29.6  CBA Trust

      Notwithstanding clause 29.1, the Trustee also enters into this Deed in its
      capacity as trustee of the CBA Trust. Clauses 29.1 to 29.5 (inclusive) do
      not apply to the extent, and only to the extent, that the Trustee enters
      into this Deed in its capacity as Trustee of the CBA Trust and has
      liabilities in relation to the CBA Trust. The Trustee's liability in
      relation to the CBA Trust is limited as set out in clause 2.16. Nothing in
      this clause 29.6 shall be construed as imposing on the Trustee any greater
      liability under this Deed than as is set out in clauses 29.1 to 29.5
      (inclusive) and clause 2.16.

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30.   Consumer Credit Code

30.1  Breach of Consumer Credit Code

      Where the Trustee is held liable for breaches under the Consumer Credit
      Code, the Trustee must seek relief initially under any indemnities
      provided to it by the Manager, the Servicer or a Seller before exercising
      its rights to recover against any Assets of the Series Trust. If any claim
      under such an indemnity is not satisfied within 3 Business Days of it
      being made, the Trustee is entitled to exercise its right of indemnity out
      of the Assets of the Series Trust.

30.2  Right of Indemnity - Consumer Credit Code

      (a)   (Trustee to be indemnified against Penalty Payments): Without
            prejudice to the right of indemnity given by law to trustees, and
            without limiting any other provision of this Deed, the Trustee will
            be indemnified out of the Series Trust, free of any set-off or
            counterclaim, against all Penalty Payments which the Trustee is
            required to pay personally or in its capacity as trustee of the
            Series Trust and arising in connection with the performance of its
            duties or exercise of its powers under this Deed in relation to the
            Series Trust.

      (b)   (Indemnity not affected): The Trustee's right to be indemnified in
            accordance with clause 30.2(a) applies notwithstanding any
            allegation that the Trustee incurred such Penalty Payment as a
            result of its negligence, fraud or wilful default or any other act
            or omission which may otherwise disentitle the Trustee to be so
            indemnified. However, the Trustee is not entitled to that right of
            indemnity to the extent that there is a determination by a relevant
            court of negligence, fraud or wilful default by the Trustee
            (provided that, until such determination, the Trustee is entitled to
            that right of indemnity but must, upon such determination, repay to
            the Series Trust any amount paid to it under this clause 30.2). The
            Trustee may rely on others in relation


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            to compliance with the Consumer Credit Code.

      (c)   (Overrides other provisions): This clause 30.2 overrides any other
            provision of this Deed.

      (d)   (Servicer to be credit provider): The Trustee nominates the Servicer
            as the credit provider for the purposes of the regulation 75 of the
            Consumer Credit Code (Western Australia) with respect to Approved
            Financial Assets acquired by the Series Trust from the Sellers. The
            Servicer agrees to be a credit provider for the purposes of
            regulation 75 of the Consumer Credit Code (Western Australia) in
            relation to those Approved Financial Assets.

      (e)   (Servicer to indemnify prior to a Perfection of Title Event): The
            Servicer indemnifies the Trustee in relation to the Series Trust,
            free of any set-off or counterclaim, against all Penalty Payments
            which the Trustee is required to pay personally or in its capacity
            as trustee of the Series Trust and arising in connection with the
            performance of its duties or exercise of its powers under this Deed
            in relation to the Series Trust where the events giving rise to the
            Penalty Payment occurs prior to a Perfection of Title Event.

      (f)   (Servicer to indemnify after a Perfection of Title Event): The
            Servicer indemnifies the Trustee in relation to the Series Trust,
            free of any set-off or counterclaim, against all Penalty Payments
            which the Trustee is required to pay personally or in its capacity
            as trustee of the Series Trust and arising in connection with the
            performance of its duties or exercise of its powers under this Deed
            in relation to the Series Trust to the extent that they arise as the
            result of a Servicer Default (whether or not waived by the Trustee)
            or any other failure of the Servicer to comply with its obligations
            under this Deed or a Transaction Document where the events giving
            rise to the Penalty Payment occur after a Perfection of Title Event.

      (g)   (Servicer indemnifies first): The Trustee will call upon the
            indemnity under paragraph (d) or (e), as the case may be, before it
            calls upon the indemnity in paragraph (a). If any such claim is not
            satisfied within 3 Business Days of the claim being made, the
            Trustee may (without prejudice to its rights under any indemnity
            under paragraph (d) or (e)) exercise its right of indemnity referred
            to in paragraph (a).

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31.   Notices

31.1  Method of Delivery

      Subject to clause 31.3, any notice, request, certificate, approval,
      demand, consent or other communication to be given under this Deed:

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

      (b)   (In writing): must be in writing; and

      (c)   (Delivery): must be:

            (i)   left at the address of the addressee;

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

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

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


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31.2  Deemed Receipt

      A notice, request, certificate, demand, consent or other communication
      under this Deed is deemed to have been received:

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

      (b)   (Post): where sent by post, on the 3rd (7th if outside Australia)
            day after posting; and

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

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

31.3  Notice to Investors

      Any notice required or permitted to be given to an Investor pursuant to
      this Deed must be given, and will be deemed to be received:

      (a)   (Residual Unitholder and A$ Securityholder): in the case of notices
            to a Residual Unitholder or to a Securityholder in respect of an A$
            Security, in accordance with clause 24.4 of the Master Trust Deed;
            and

      (b)   (Class A-1 Noteholder): in the case of notices to a Class A-1
            Noteholder, in accordance with condition 11.1 of the Class A-1 Note
            Conditions.

--------------------------------------------------------------------------------
32.   Confidentiality

32.1  General Restriction

      Subject to clause 32.2, the Trustee and the Servicer (if not a Seller) and
      the Manager (if not a Related Body Corporate of a Seller) must at all
      times keep and ensure that its officers, employees, consultants, advisers
      and agents keep confidential and not divulge to any person (other than to
      any of its officers, employees, consultants, advisers and agents who
      require such information to enable them to properly carry out their
      duties) or make or cause any public announcement or other disclosure of or
      in relation to:

      (a)   the terms of this Deed or any other Transaction Document (including
            any written or oral agreements, negotiations or information in
            relation to this Deed); and

      (b)   any document or information provided to such party under or in
            connection with this Deed which is confidential, including without
            limitation any information in connection with any Mortgage Loan or
            any Borrower,

      without the prior written consent of the other parties, which consent may
      be given or withheld or given with conditions in their discretion.

32.2  Exceptions

      The limitation in clause 32.1 does not apply to the issue by the Manager
      of any information memorandum, prospectus or registration statement in
      respect of any Securities or to any disclosure or announcement of
      information which:

      (a)   (Law): is required by law;


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<PAGE>

      (b)   (Stock Exchange or Regulatory Authority): is required by any stock
            exchange or regulatory authority (including, without limitation, the
            United States Securities & Exchange Commission and the United
            Kingdom Financial Services Authority);

      (c)   (Legal Proceedings): is in connection with legal proceedings
            relating to this Deed, any Transaction Document or any Mortgage
            Document;

      (d)   (Information Available): is in respect of information generally and
            publicly available (including the electronic reporting of Pool
            Performance Data under clause 27.3);

      (e)   (Obligations): is required in order for the Trustee, the Servicer or
            the Manager, as applicable, to perform its obligations and exercise
            its powers under any Transaction Documents or any transactions
            entered into as contemplated by the Transaction Documents;

      (f)   (APRA): is required by the Australian Prudential Regulation
            Authority or any replacement prudential authority in connection with
            its prudential supervision of banks; or

      (g)   (Rating Agencies): is reasonably required by a Rating Agency in
            connection with its rating of the Securities.

--------------------------------------------------------------------------------
33.   Miscellaneous

33.1  Amendments

      The parties to this Deed may amend, add to or revoke any provision of this
      Deed only in accordance with the provisions of clause 25 of the Master
      Trust Deed provided that any amendment, addition or revocation that
      effects a Payment Modification (as defined in the Class A-1 Note Trust
      Deed) may not be made unless the consent has first been obtained of each
      Class A-1 Noteholder to such Payment Modification.

33.2  Governing Law

      This Deed is governed by the laws of the State of New South Wales.

33.3  Jurisdiction

      (a)   (Submission to jurisdiction): Each of the Trustee, the Manager, the
            Servicer, the Sellers, the Residual Unitholder and each
            Securityholder, irrevocably submits to and accepts, generally and
            unconditionally, the non-exclusive jurisdiction of the courts and
            appellate courts of the State of New South Wales with respect to any
            legal action or proceedings which may be brought at any time
            relating in any way to this Deed.

      (b)   (Waiver of inconvenient forum): Each of the Trustee, the Manager,
            the Servicer, the Sellers, the Residual Unitholder and each
            Noteholder, irrevocably waives any objection it may now or in the
            future have to the venue of any such action or proceedings and any
            claim it may now or in the future have that any such action or
            proceeding has been brought in an inconvenient forum.

33.4  Notify Rating Agencies

      The Trustee and the Manager must promptly notify the Rating Agencies of
      the occurrence of any Trustee Default, Manager Default, Servicer Default,
      Perfection of Title Event or Document Transfer Event of which they are
      aware.


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33.5  Severability of Provisions

      In the event that any provision of this Deed is prohibited or
      unenforceable in any jurisdiction such provision will, as to such
      jurisdiction, be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions of this
      Deed or affecting the validity or enforceability of such provision in any
      other jurisdiction.

33.6  Counterparts

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

33.7  No Revocation of Power of Attorney

      Each attorney, by signing this Deed, declares that he or she has not
      received any notice of the revocation of the power of attorney under which
      he or she signs this Deed.

33.8  Certifications

      Any document or thing required to be certified by a party to the Deed will
      be certified by an Authorised Officer of that party.

33.9  Payments

      All payments hereunder to any party to this Deed will be made to such
      account as the party to which such payment is to be made may specify in
      writing to the party making such payment.

33.10 Waiver

      No waiver by any party of any provision of or right of such party under
      this Deed will be effective unless it is in writing signed by an
      Authorised Officer of such party and such waiver will be effective only in
      the specific instance and for the specific purpose for which it was given.
      No failure or delay by any party to exercise any right under this Deed or
      to insist on strict compliance by any other party to this Deed with any
      obligation under this Deed, and no custom or practice of the parties at
      variance with the terms of this Deed, will constitute a waiver of such
      party's right to demand exact compliance with this Deed.

33.11 Entire Understanding

      Except as specifically stated otherwise in this Deed, this Deed sets forth
      the entire understanding of the parties relating to the subject matter
      hereof, and all prior understandings, written or oral, are superseded by
      this Deed. This Deed may not be modified, amended, waived or supplemented
      or assigned except as expressly provided in this Deed.

33.12 Survival of Indemnities

      The indemnities contained in this Deed are continuing obligations of the
      party giving such indemnity, separate and independent from the other
      obligations of such party and will survive the termination of this Deed.

33.13 Successors and Assigns

      This Deed will be binding upon and inure to the benefit of the parties to
      this Deed and their respective successors and assigns.

33.14 Moratorium Legislation

      To the fullest extent permitted by law, the provisions of all existing or
      future laws which operate or may operate directly or indirectly to lessen
      or otherwise vary the obligations of any


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<PAGE>

      party under this Deed or to delay, curtail or otherwise prevent or
      prejudicially affect the exercise by any party of any of its rights,
      remedies or powers under this Deed are expressly negatived and excluded.


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Schedule 1
Form of Sale Notice

To: Perpetual Trustee Company Limited, ABN 42 000 001 007 (the "Trustee")

Address: Level 3, 39 Hunter Street, Sydney, NSW, 2000

Attention: Manager, Securitisation Services

Copy to:

Securitisation Advisory Services Pty. Limited, ABN 88 064 133 946
(the "Manager")
Level 8
48 Martin Place
Sydney  NSW  2000

Series [     ] Medallion Trust

Sale Notice

We refer to the Master Trust Deed (the "Master Trust Deed") dated 8 October 1997
between the Trustee and the Manager, as amended from time to time, and to the
Series Supplement (the "Series Supplement") dated [       ] between Commonwealth
Bank of Australia, ABN 48 123 123 124, Colonial State Bank, the Manager and the
Trustee. Terms defined in the Series Supplement have the same meaning in this
Sale Notice.

This is a Sale Notice pursuant to clause 4.2 of the Series Supplement. [Name of
Seller] ("Seller") hereby offers to assign to the Trustee with effect from [
   ] (the "Cut-Off Date"):

(a)   each Mortgage Loan identified in the schedule accompanying this Sale
      Notice;

(b)   the Other Loans entered into from time to time in relation to the above
      Mortgage Loans;

(c)   the Mortgages in relation to the above Mortgage Loans;

(d)   other Mortgages granted from time to time in relation to the above
      Mortgage Loans;

(e)   all Collateral Securities from time to time in relation to the above
      Mortgage Loans;

(f)   the Mortgage Receivables from time to time in relation to the above
      Mortgage Loans;

(g)   the Mortgage Insurance Policies in relation to the above Mortgage Loans
      (other than the [     ] Mortgage Insurance Policy); and

(h)   the Mortgage Documents from time to time in relation to the above Mortgage
      Loans.

This offer may be accepted by the Trustee only by paying the Consideration to
the Seller on [            ] (the "Closing Date").

Both the Cut-Off Date and the Closing Date may be altered by the Manager giving
notice to the Trustee and the Seller, no later than 4 Business Days before the
then Closing Date, of the new date that is to be the Cut-Off Date or the Closing
Date (as the case may be). From the close of business on the Business Day which
is 4 Business Days before the then Closing Date neither the Cut-Off Date or the
Closing Date may be amended.


                                                                             126

<PAGE>

For and on behalf of

[Name of Seller]

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

Authorised Officer

Date:


                                                                             127

<PAGE>

Schedule 2
Forms of Power of Attorney
(other than for Queensland and Western Australia)

THIS POWER OF ATTORNEY is made on                                        [    ]

BY          [Details of Relevant Seller] (the "Seller")

IN FAVOUR OF PERPETUAL TRUSTEE COMPANY LIMITED, ABN 42 000 001 007, a company
            incorporated in the State of New South Wales and having an office at
            Level 3, 39 Hunter Street, Sydney, NSW 2000 (the "Trustee").

RECITALS

A.    The Trustee is the trustee, and the Manager is the manager, of the Series
      Trust constituted pursuant to the Master Trust Deed and the Series
      Supplement (as those terms are defined below).

B.    Under the Series Supplement, the delivery to the Trustee of this Deed is a
      condition of the Seller issuing an offer to assign Mortgage Loans to the
      Trustee.

THIS DEED PROVIDES as follows:

--------------------------------------------------------------------------------
1.    Interpretation

1.1   Definitions

      In this Deed, unless the contrary intention appears:

      "Attorney" means any attorney appointed by or pursuant to clause 2 and any
      person who derives a right directly or indirectly from an Attorney.

      "Master Trust Deed" means the Master Trust Deed dated 8 October 1997
      between the Trustee as trustee of the Series Trust and the Manager, as
      amended from time to time.

      "Series Supplement" means the Series Supplement dated [     ] between
      Commonwealth Bank of Australia, ABN 48 123 123 124 Colonial State Bank,
      the Manager and the Trustee.

      "Mortgage Transfer" in relation to a Mortgage means a duly executed land
      titles office transfer which, upon registration, is effective to transfer
      the legal title to the Mortgage to the Trustee.

1.2   Interpretation

      (a)   In this Deed unless the contrary intention appears, the provisions
            of clause 1.2 of the Series Supplement apply mutatis mutandis to
            this Deed as if set out in this Deed in full.

      (b)   In this Deed all references to "Assets of the Series Trust",
            "Mortgage Loans" and "Mortgage Transfers" shall be construed as
            references to those things to the extent that the Seller has an
            interest in them.

1.3   Series Supplement

      Unless expressly defined in this Deed or a contrary intention appears,
      words and expressions used in this Deed have the same meaning as in the
      Series Supplement.


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<PAGE>

--------------------------------------------------------------------------------
2.    Appointment and Powers

2.1   Appointment

      With effect from the assignment to the Trustee of the Mortgage Loans in
      accordance with the terms of the Series Supplement, the Seller appoints
      the Trustee and any Authorised Officer from time to time of the Trustee
      jointly and severally as its attorney with the right, subject to clause
      2.2, to do in the name of the Seller and on its behalf everything
      necessary or expedient to:

      (a)   (Mortgage Transfers): in relation to all Mortgage Transfers:

            (i)   execute, deliver, lodge and register any Mortgage Transfer
                  with any land titles office of any relevant Australian
                  jurisdiction;

            (ii)  execute, deliver, lodge and register with any land titles
                  office of any relevant Australian jurisdiction any other
                  documents which are referred to in any Mortgage Transfer or
                  which are ancillary or related to them or contemplated by
                  them;

            (iii) execute, deliver, lodge and register with any land titles
                  office of any relevant Australian jurisdiction any document or
                  perform any act, matter or thing at its absolute discretion in
                  any way relating to the Seller's involvement in the
                  transactions contemplated by any Mortgage Transfer; and

            (iv)  give effect to the transactions contemplated by any Mortgage
                  Transfer, including, but not limited to, completing blanks and
                  making amendments, alterations or additions it considers
                  necessary or desirable;

      (b)   (Mortgage Loans): in relation to any Mortgage Loan which is part of
            the Assets of the Series Trust, to exercise any rights of the Seller
            to vary by notice to the Borrower the rate or amount of any interest
            or fees payable by the Borrower under the Mortgage Loan;

      (c)   (Delegate): delegate any of its rights described in this Deed
            (including this right of delegation) to any person upon any terms or
            conditions that it thinks fit;

      (d)   (Sign Documents): sign, seal, deliver and execute and do (either
            unconditionally or subject to any conditions that it thinks fit) all
            deeds, arrangements, documents and things in respect of any of its
            rights described in this Deed; and

      (e)   (Do Incidental Things): do anything incidental to or conducive to
            the effective and expeditious exercise of its rights described in
            this Deed.

2.2   Limitation on Exercise of Powers

      The power of attorney conferred by clause 2.1 will be exercisable only on
      the occurrence of a Perfection of Title Event.

--------------------------------------------------------------------------------
3.    Consideration and Revocation

3.1   Consideration

      This Deed is executed by the Seller for good and valuable consideration,
      receipt of which the Seller hereby acknowledges.


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<PAGE>

3.2   Irrevocable without Consent

      Except with the prior written consent of an Authorised Officer of each of
      the Trustee and the Manager, the power of attorney granted under clause
      2.1 of this Deed is irrevocable by the Seller and its successors and
      assigns.

3.3   No Abrogation

      Subject only to revocation in accordance with clause 3.2, this Deed will
      remain in full force and effect notwithstanding:

      (a)   (Insolvency): the occurrence of an Insolvency Event with respect to
            the Seller;

      (b)   (Amendment): any waiver, replacement, amendment or variation of the
            Master Trust Deed or the Series Supplement;

      (c)   (Delay): any delay, laches, acquiescence, mistake, act or omission
            by any Attorney (including, without limitation, any Trustee Default
            or Manager Default); or

      (d)   (Miscellaneous): any other fact, matter, circumstance or thing
            whatsoever which, but for this clause 3.3 could or might operate to
            prejudice, release or otherwise affect the rights of an Attorney
            under this Deed.

--------------------------------------------------------------------------------
4.    Delegates

4.1   Obligation

      Where a delegation is made by an Attorney under clause 2, the following
      will apply:

      (a)   (Vary, suspend etc.): the Attorney may at any time by notice in
            writing vary, suspend or revoke a delegation made under clause 2;

      (b)   (Attorney retains any rights delegated): a right delegated by the
            Attorney may continue to be exercised or performed by the Attorney
            notwithstanding the delegation of that right;

      (c)   (Effect of acts delegated): any act or thing done within the scope
            of a delegation while the delegation is in force:

            (i)   has the same effect as if it had been done by the Attorney;
                  and

            (ii)  will not be invalidated by reason of a later revocation or
                  variation of the delegation; and

      (d)   (Opinion of delegate): if the exercise or performance of a right by
            the Attorney is dependant upon the opinion, belief or state of mind
            of the Attorney in relation to a matter and that right is delegated
            by the Attorney, the delegate may, unless the contrary intention
            appears, exercise or perform the right based upon his or her own
            opinion, belief or state of mind (as the case may require) in
            relation to the matter.

4.2   Revocation of nomination

      The Trustee may at any time revoke or suspend any appointment of a nominee
      or an Attorney pursuant to clause 2.


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<PAGE>

--------------------------------------------------------------------------------
5.    Miscellaneous

5.1   Suspension of Seller's rights

      The Seller must not, after being notified in writing by any Attorney that
      an Attorney intends to exercise any right conferred on it by this Deed
      (and provided that such right is then and remains exercisable), exercise
      that right without the written consent of the Trustee.

5.2   Ratification

      The Seller will at all times ratify and confirm whatever any Attorney
      lawfully does, or causes to be done, in exercising its rights described in
      this Deed.

5.3   Conflict of Interest

      Any Attorney may exercise any right notwithstanding that it constitutes a
      conflict of interest or duty.

5.4   Seller Bound

      The Seller and any person (including, but not limited to, a substitute or
      assign) claiming under the Seller are bound by anything an Attorney does
      in the lawful exercise of its rights described in this Deed.

5.5   Third party dealings

      In respect of dealings by any person in good faith with an Attorney:

      (a)   (Evidence that power not revoked): that person may accept a written
            statement signed by any Attorney to the effect that the power of
            attorney granted under this Deed has not been revoked as conclusive
            evidence of that fact; and

      (b)   (No duty to enquire): if the Attorney executes any right granted to
            it by this Deed, that person is not bound to enquire as to whether
            the right is properly exercised or whether any circumstance has
            arisen to authorise the exercise of that right.

5.6   Indemnity

      The Seller will indemnify any Attorney from and against all actions,
      suits, claims, demands, damages, liabilities, losses, costs and expenses
      that may be made or bought against or suffered or incurred by any such
      Attorney arising out of or in connection with the lawful exercise of any
      of its rights described in this Deed.

5.7   Stamping and Registration

      The Seller will, promptly after execution and delivery of this Deed,
      properly stamp and register this Deed as required by any applicable law
      and the Seller authorises any Attorney to stamp and register this Deed on
      behalf of the Seller.

5.8   Costs

      All reasonable costs incurred by an Attorney in connection with the
      stamping and registration of this Deed in accordance with clause 5.7 will
      be paid by the Seller within a reasonable time after demand for payment is
      made.

--------------------------------------------------------------------------------
6.    Governing Law

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


                                                                             131

<PAGE>

      Wales and the Seller irrevocably and unconditionally submits to the
      non-exclusive jurisdiction of the courts of the State of New South Wales
      and any courts of appeal from any of those courts.

EXECUTED as a deed.

THE COMMON SEAL of [Name of Relevant    )
Seller] is affixed in accordance        )
with its constitution in the            )
presence of:                            )


-------------------------                               -----------------
Secretary                                               Director


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<PAGE>

Schedule 3
Form of Power of Attorney
(For Queensland)

THIS POWER OF ATTORNEY is made               on                         [     ]

BY                [Details of Relevant Seller] (the "Seller")

IN FAVOUR OF      PERPETUAL TRUSTEE COMPANY LIMITED, ABN 42 000 001 007, a
                  company incorporated in the State of New South Wales and
                  having an office at Level 3, 39 Hunter Street, Sydney, NSW
                  2000 (the "Trustee").

THIS DEED PROVIDES as follows:

--------------------------------------------------------------------------------
1.    Interpretation

      In this Deed, unless the contrary intention appears:

      "Attorney" means any attorney appointed by or pursuant to clause 2 and any
      person who derives a right directly or indirectly from an Attorney.

      "Authorised Officer" means in relation to the Trustee, a director,
      secretary or any person whose title contains the word or words "manager"
      or "chief executive officer" or a person performing the functions of any
      of them.

      "Mortgage Transfer" in relation to a mortgage in which the Seller has an
      interest, means a duly executed land titles office transfer which, upon
      registration, is effective to transfer the legal title to the mortgage to
      the Trustee.

--------------------------------------------------------------------------------
2.    Appointment and Powers

2.1   Appointment

      The Seller appoints the Trustee and any Authorised Officer from time to
      time of the Trustee jointly and severally as its attorney with the right,
      to do in the name of the Seller and on its behalf everything necessary or
      expedient to:

      (a)   (Mortgage Transfers): In relation to all Mortgage Transfers:

            (i)   execute, deliver, lodge and register any Mortgage Transfer
                  with any land titles office of any relevant Australian
                  jurisdiction;

            (ii)  execute, deliver, lodge and register with any land titles
                  office of any relevant Australian jurisdiction any other
                  documents which are referred to in any Mortgage Transfer or
                  which are ancillary or related to them or contemplated by
                  them;

            (iii) execute, deliver, lodge and register with any land titles
                  office of any relevant Australian jurisdiction any document or
                  perform any act, matter or thing at its absolute discretion in
                  any way relating to the Seller's involvement in the
                  transactions contemplated by any Mortgage Transfer; and

            (iv)  give effect to the transactions contemplated by any Mortgage
                  Transfer, including, but not limited to, completing blanks and
                  making amendments, alterations or additions it considers
                  necessary or desirable;


                                                                             133

<PAGE>

      (b)   (Mortgage Loans): in relation to any mortgage loan which is an asset
            of the Seller, to exercise any rights of the Seller to vary by
            notice to the borrower with respect to the mortgage loan the rate or
            amount of any interest or fees payable by that borrower under the
            mortgage loan;

      (c)   (Delegate): delegate any of its rights described in this Deed
            (including this right of delegation) to any person upon any terms or
            conditions that it thinks fit;

      (d)   (Sign Documents): sign, seal, deliver and execute and do (either
            unconditionally or subject to any conditions that it thinks fit) all
            deeds, arrangements, documents and things in respect of any of its
            rights described in this Deed; and

      (e)   (Do Incidental Things): do anything incidental to or conducive to
            the effective and expeditious exercise of its rights described in
            this Deed.

--------------------------------------------------------------------------------
3.    Consideration and Revocation

3.1   Consideration

      The Seller acknowledges that it has received good and valuable
      consideration for the grant of this Deed.

3.2   Irrevocable without Consent

      Except with the prior written consent of an Authorised Officer of the
      Trustee, the power of attorney granted under clause 2.1 of this Deed is
      irrevocable by the Seller and its successors and assigns.

3.3   No Abrogation

      Subject only to revocation in accordance with clause 3.2, this Deed will
      remain in full force and effect notwithstanding:

      (a)   (Insolvency): the insolvency of, or the occurrence of any other
            analogous event with respect to, the Seller;

      (b)   (Amendment): any waiver, replacement, amendment or variation of any
            document (with or without the consent of the Seller);

      (c)   (Delay): any delay, laches, acquiescence, mistake, act or omission
            (including, without limitation, any default by the Trustee of any
            obligation that it owes to any person) by any Attorney; or

      (d)   (Miscellaneous): any other fact, matter, circumstance or thing
            whatsoever which, but for this clause, could or might operate to
            prejudice, release or otherwise affect the rights of an Attorney
            under this Deed.

--------------------------------------------------------------------------------
4.    Delegates

4.1   Obligation

      Where a delegation is made by an Attorney under clause 2, the following
      will apply:

      (a)   (Vary, suspend etc.): the Attorney may at any time by notice in
            writing vary, suspend or revoke a delegation made under clause 2;

      (b)   (Attorney retains any rights delegated): a right delegated by the
            Attorney may continue to be exercised or performed by the Attorney
            notwithstanding the


                                                                             134

<PAGE>

            delegation of that right;

      (c)   (Effect of acts delegated): any act or thing done within the scope
            of a delegation while the delegation is in force:

            (i)   has the same effect as if it had been done by the Attorney;
                  and

            (ii)  will not be invalidated by reason of a later revocation or
                  variation of the delegation; and

      (d)   (Opinion of delegate): if the exercise or performance of a right by
            the Attorney is dependant upon the opinion, belief or state of mind
            of the Attorney in relation to a matter and that right is delegated
            by the Attorney, the delegate may, unless the contrary intention
            appears, exercise or perform the right based upon his or her own
            opinion, belief or state of mind (as the case may require) in
            relation to the matter.

4.2   Revocation of nomination

      The Trustee may at any time revoke or suspend any appointment of a nominee
      or an Attorney pursuant to clause 2.

--------------------------------------------------------------------------------
5.    Miscellaneous

5.1   Suspension of Seller's rights

      The Seller must not, after being notified in writing by any Attorney that
      an Attorney intends to exercise any right conferred on it by this Deed
      (and provided that such right is then and remains exercisable), exercise
      that right without the written consent of the Trustee.

5.2   Ratification

      The Seller will at all times ratify and confirm whatever any Attorney
      lawfully does, or causes to be done, in exercising its rights described in
      this Deed.

5.3   Conflict of Interest

      Any Attorney may exercise any right notwithstanding that it constitutes a
      conflict of interest or duty.

5.4   Seller Bound

      The Seller and any person (including, but not limited to, a substitute or
      assign) claiming under the Seller are bound by anything an Attorney does
      in the lawful exercise of its rights described in this Deed.

5.5   Third party dealings

      In respect of dealings by any person in good faith with an Attorney:

      (a)   (Evidence that power not revoked): that person may accept a written
            statement signed by any Attorney to the effect that the power of
            attorney granted under this Deed has not been revoked as conclusive
            evidence of that fact; and

      (b)   (No duty to enquire): if the Attorney executes any right granted to
            it by this Deed, that person is not bound to enquire as to whether
            the right is properly exercised or whether any circumstance has
            arisen to authorise the exercise of that right.


                                                                             135

<PAGE>

5.6   Indemnity

      The Seller will indemnify any Attorney from and against all actions,
      suits, claims, demands, damages, liabilities, losses, costs and expenses
      that may be made or bought against or suffered or incurred by any such
      Attorney arising out of or in connection with the lawful exercise of any
      of its rights described in this Deed.

5.7   Stamping and Registration

      The Seller will, promptly after execution and delivery of this Deed,
      properly stamp and register this Deed as required by any applicable law
      and the Seller authorises any Attorney to stamp and register this Deed on
      behalf of the Seller.

5.8   Costs

      All reasonable costs incurred by an Attorney in connection with the
      stamping and registration of this Deed in accordance with clause 5.7 will
      be paid by the Seller within a reasonable time after demand for payment is
      made.

--------------------------------------------------------------------------------
6.    Governing Law

      This Deed is governed by and construed in accordance with the laws of the
      State of New South Wales and the Seller irrevocably and unconditionally
      submits to the non-exclusive jurisdiction of the courts of the State of
      New South Wales and any courts of appeal from any of those courts.

EXECUTED as a deed.


THE COMMON SEAL of [Details of          )
Relevant Seller] is affixed in          )
accordance with its constitution in     )
the presence of:                        )


--------------------------------                -----------------------
Secretary                                       Director


                                                                             136

<PAGE>

Schedule 4
Form of Power of Attorney
(for Western Australia)

THIS POWER OF ATTORNEY is made on                                [     ]

BY                [Details of Relevant Seller] (the "Grantor")

IN FAVOUR OF      PERPETUAL TRUSTEE COMPANY LIMITED, ABN 42 000 001 007, a
                  company incorporated in the State of New South Wales and
                  having an office at Level 3, 39 Hunter Street, Sydney, NSW
                  2000 (the "Grantee").

THIS DEED PROVIDES as follows:

--------------------------------------------------------------------------------
1.    Interpretation

      In this Deed, unless the contrary intention appears:

      "Attorney" means any attorney appointed by or pursuant to clause 2.

      "Authorised Officer" means:

      (a)   in relation to the Grantee, a director, secretary or any person
            whose title contains the word or words "manager" or "chief executive
            officer" or a person performing the functions of any of them; and

      (b)   in relation to the Manager, any person appointed by the Manager to
            act as an Authorised Officer of the Manager for the purposes of this
            Deed.

      "Manager" means Securitisation Advisory Services Pty. Limited, ABN 88 064
      133 946.

      "Mortgage" means a mortgage over real property, located in the State of
      Western Australia and registered under the Transfer of Land Act 1893,
      which is granted in favour of the Grantor and in which the Grantee has
      equitable title.

      "Mortgage Transfer" in relation to a mortgage means a duly executed land
      titles office transfer in respect of a Mortgage which, upon registration,
      is effective to transfer the legal title to the Mortgage to the Grantee.

--------------------------------------------------------------------------------
2.    Appointment and Powers

2.1   Appointment

      The Grantor appoints the Grantee as its attorney with the right, to do in
      the name of the Grantor and on its behalf everything necessary or
      expedient to:

      (a)   (Mortgage Transfers):

            (i)   sell or transfer legal title in all or any Mortgages to the
                  Grantee;

            (ii)  execute, deliver, lodge and register any Mortgage Transfer
                  with any land titles office of any relevant Australian
                  jurisdiction;

            (iii) execute, deliver, lodge and register with any land titles
                  office of any relevant Australian jurisdiction any other
                  documents which are referred


                                                                             137

<PAGE>

                  to in any Mortgage Transfer or which are ancillary or related
                  to them or contemplated by them;

            (iv)  execute, deliver, lodge and register with any land titles
                  office of any relevant Australian jurisdiction any document or
                  perform any act, matter or thing at its absolute discretion in
                  any way relating to the Grantor's involvement in the
                  transactions contemplated by any Mortgage Transfer; and

            (v)   give effect to the transactions contemplated by any Mortgage
                  Transfer, including, but not limited to, completing blanks and
                  making amendments, alterations or additions it considers
                  necessary or desirable;

      (b)   (Sign Documents): sign, seal, deliver and execute and do (either
            unconditionally or subject to any conditions that it thinks fit) all
            deeds, arrangements, documents and things in respect of any of its
            rights described in this Deed;

      (c)   (Determine interest rates): determine the interest rate to be
            charged on the mortgages which are the subject of any Mortgage
            Transfer; and

      (d)   (Do Incidental Things): do anything incidental to or conducive to
            the effective and expeditious exercise of its rights described in
            this Deed.

--------------------------------------------------------------------------------
3.    Consideration and Revocation

3.1   Consideration

      The power of attorney granted under this Deed has been granted to secure a
      proprietary interest of the Grantee in the Mortgages the subject of the
      Mortgage Transfers and is given by the Grantor for good and valuable
      consideration, receipt of which the Grantor hereby acknowledges.

3.2   Irrevocable without Consent

      Except with the prior written consent of an Authorised Officer of each of
      the Grantee and the Manager, the power of attorney granted under clause
      2.1 of this Deed is irrevocable by the Grantor and its successors and
      assigns.

3.3   No Abrogation

      Subject only to revocation in accordance with clause 3.2, this Deed will
      remain in full force and effect notwithstanding:

      (a)   (Insolvency): the insolvency of, or the occurrence of any other
            analogous event with respect to, the Grantor;

      (b)   (Amendment): any waiver, replacement, amendment or variation of any
            document (with or without the consent of the Grantor);

      (c)   (Delay): any delay, laches, acquiescence, mistake, act or omission
            (including, without limitation, any default by the Manager or
            Grantee of any obligation that either owes to any person) by any
            Attorney; or

      (d)   (Miscellaneous): any other fact, matter, circumstance or thing
            whatsoever which, but for this clause, could or might operate to
            prejudice, release or otherwise affect the rights of an Attorney
            under this Deed.


                                                                             138

<PAGE>

--------------------------------------------------------------------------------
4.    Miscellaneous

4.1   Appointment of Sub-Attorneys

      An Attorney may appoint from time to time any person or corporation as a
      sub-attorney for any of the purposes of and with any of the powers and
      authorities conferred by this Deed.

4.2   Ratification

      The Grantor will at all times ratify and confirm whatever any Attorney or
      sub-attorney lawfully does, or causes to be done, in exercising its rights
      described in this Deed.

4.3   Conflict of Interest

      Any Attorney or sub-attorney may exercise any right notwithstanding that
      it constitutes a conflict of interest or duty.

4.4   Grantor Bound

      The Grantor and any person (including, but not limited to, a substitute or
      assign) claiming under the Grantor are bound by anything an Attorney or
      sub-attorney does in the lawful exercise of its rights described in this
      Deed.

4.5   Suspension of Grantor's rights

      The Grantor must not, after being notified in writing by any Attorney or
      sub-attorney that the Attorney or sub-attorney (as the case may be)
      intends to exercise any right conferred on it by this Deed (and provided
      that such right is then and remains exercisable), exercise that right
      without the written consent of the Attorney or sub-attorney (as the case
      may be).

4.6   Third party dealings

      In respect of dealings by any person in good faith with an Attorney or
      sub-attorney:

      (a)   (Evidence that power not revoked): that person may accept a written
            statement signed by any Attorney or sub-attorney (as the case may
            be) to the effect that the power of attorney granted under this Deed
            has not been revoked as conclusive evidence of that fact; and

      (b)   (No duty to enquire): if the Attorney or sub-attorney (as the case
            may be) executes any right granted to it by this Deed, that person
            is not bound to enquire as to whether the right is properly
            exercised or whether any circumstance has arisen to authorise the
            exercise of that right.

4.7   Indemnity

      The Grantor will indemnify any Attorney and sub-attorney from and against
      all actions, suits, claims, demands, damages, liabilities, losses, costs
      and expenses that may be made or bought against or suffered or incurred
      by, any Attorney or sub-attorney, arising out of or in connection with the
      lawful exercise of any of its rights described in this Deed.

4.8   Stamping and Registration

      The Grantor will, promptly after execution and delivery of this Deed,
      properly stamp and register this Deed as required by any applicable law
      and the Grantor authorises any Attorney to stamp and register this Deed on
      behalf of the Grantor.


                                                                             139

<PAGE>

4.9   Costs

      All reasonable costs incurred by an Attorney in connection with the
      stamping and registration of this Deed in accordance with clause 4.8 will
      be paid by the Grantor within a reasonable time after demand for payment
      is made.

--------------------------------------------------------------------------------
5.    Governing Law

      This Deed is governed by and construed in accordance with the laws of New
      South Wales and the Grantor irrevocably and unconditionally submits to the
      non-exclusive jurisdiction of the courts of New South Wales and any courts
      of appeal from any of those courts.

EXECUTED as a deed.

THE COMMON SEAL of [Name of Relevant    )
Seller] is affixed in accordance        )
with its constitution in the            )
presence of:                            )


------------------------                                -------------
Secretary                                               Director


                                                                             140

<PAGE>

Schedule 5
Eligibility Criteria

Eligibility Criteria in relation to a Mortgage Loan means the following
standards:

o     that the Mortgage Loan has a Loan to Value Ratio (based on the position as
      at the commencement of business on the Cut-Off Date) of less than or equal
      to 95%;

o     that the Mortgage Loan has a stated term to maturity as at the Cut-Off
      Date not exceeding 30 years;

o     that the Mortgage Loan as at the Cut-Off Date has a Scheduled Balance of
      less than or equal to A$750,000;

o     that the Mortgage Loan is sourced from the Relevant Seller's mortgage loan
      portfolio;

o     that the Borrower under the Mortgage Loan is not an employee of the
      Relevant Seller who is paying a concessional rate of interest under the
      Mortgage Loan as a result of such employment;

o     that the Mortgage Loan was advanced in, and is repayable in, Australian
      dollars;

o     that as at the Cut-Off Date no payment due from the Borrower under the
      Mortgage Loan is in arrears by more than 30 days;

o     that the Mortgage Loan is secured by a Mortgage over Land which has
      erected on or within it a residential dwelling or unit and the terms of
      that Mortgage require that dwelling or unit to be insured under an
      Insurance Policy;

o     that the Mortgage Loan is not a loan of a type with only interest payable
      during the term and with a "bullet" repayment of all principal at the end
      of its term; and

o     that the Mortgage Loan is or has been fully drawn,

or such other Eligibility Criteria as the Trustee, the Relevant Seller and the
Manager may agree in writing prior to the Closing Date and which the Rating
Agencies have confirmed in writing will not result in a reduction, qualification
or withdrawal of the credit ratings to be assigned by the Rating Agencies to the
Notes on the Closing Date.


                                                                             141

<PAGE>

Schedule 6
Form of Security Certificate
A$  Securities

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

  THE A$ SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
 STATES SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
 OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
 OF, US PERSONS EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT
OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. TERMS USED IN THIS PARAGRAPH HAVE THE MEANING GIVEN TO THEM BY REGULATION S
                           UNDER THE SECURITIES ACT.

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

                         SERIES [     ] MEDALLION TRUST

                         CERTIFICATE NUMBER/S [       ]

                        Perpetual Trustee Company Limited

                               ABN 42 000 001 007
                                 (the "Trustee")

                  Securitisation Advisory Services Pty. Limited

                               ABN 88 064 133 946
                                 (the "Manager")

THIS IS TO CERTIFY THAT:

Securityholder:         [             ]
                        ABN [         ]
                        (the "Securityholder")

ADDRESS:                [             ]

appears in the Register as the holder of the A$ Securities specified below (the
"A$ Securities") issued by the Trustee as trustee of the Series [         ]
Medallion Trust (the "Series Trust") as constituted by a Master Trust Deed (the
"Master Trust Deed") dated 8 October 1997 between the Manager and the Trustee,
as amended from time to time, and a Series Supplement (the "Series Supplement")
dated [     ] between Commonwealth Bank of Australia, ABN 48 123 123 124, (as a
Seller and Servicer) (the "Bank"), Colonial State Bank as a Seller, the Manager
and the Trustee.

Unless defined in this Security Certificate or a contrary intention appears,
words and expressions used in this Security Certificate have the same meaning as
in the Series Supplement.

The Securityholder was entered on the Register as holder of the A$ Securities
described below at [       ] on [      ].

Date of Issue:

Class of A$ Security: [Class A-2 Note/Class B Note/Redraw Bond]

Numbers of A$ Securities: [        ] to [      ], inclusive

Scheduled Maturity Date of each A$ Security:


                                                                             142

<PAGE>

Face Value of each A$ Security:

Interest Rate of each A$ Security:

Interest Payment Dates of each A$ Security:

[A tax file number has/has not been obtained from the person named above.]

The A$ Securities are issued and held subject to the provisions of the Master
Trust Deed, the Series Supplement and a Security Trust Deed (the "Security Trust
Deed") dated [    ] between the Manager, the Trustee, the Bank of New York,
London Branch, and P.T. Limited, ABN 67 004 454 666 (as Security Trustee). A
copy of the Security Trust Deed, the Master Trust Deed and the Series Supplement
are available for inspection by Securityholders at the offices of the Trustee at
Level 3, 39 Hunter Street, Sydney, NSW, 2000.

Neither the Manager nor the Trustee is under any obligation at any time to
repurchase any A$ Securities from Securityholders.

This Security Certificate is not a Certificate of Title and the Register on
which these A$ Securities are registered is the only conclusive evidence of the
title of the abovementioned person to the A$ Securities.

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

Transfers of the A$ Securities must be pursuant to a Security Transfer as set
out in Schedule 7 to the Series Supplement. Copies of Security Transfers are
available from the Trustee at the abovementioned address. Executed Security
Transfers must be lodged with the Trustee accompanied by this Security
Certificate.

None of the Manager, either Seller, the Servicer, the Bank, any other member of
the Bank group or the Trustee guarantees the payment or repayment of any
Securityholder Entitlements in respect of the A$ Securities.

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

Dated:

For and on behalf of

Perpetual Trustee Company Limited


-------------------                             -------------------
Authorised Officer                              Authorised Officer


                                                                             143

<PAGE>

Schedule 7
Form of Security Transfer

                                                                ----------------
TO:   Perpetual Trustee Company Limited,        Registry        Date Lodged
         ABN 42 000 001 007                     Use Only         /     /

         (the "Trustee")
                                                                ----------------

TRANSFEROR (the
"Transferor")
(Full Name, ABN (if
applicable) and Address)
(Please Print)

HEREBY APPLIES TO ASSIGN TO
TRANSFEREE (the
"Transferee")
(Full Name, ABN (if
applicable) and Address)
(Please Print)

the following securities (the "A$ Securities") issued by the Trustee as trustee
of the Series [       ] Medallion Trust (the "Series Trust"):

Date of Issue:

Class of A$ Security: [Class A-2 Note/Class B Note/Redraw Bond]

Numbers of A$ Securities: [     ] to [     ], inclusive

Face Value of each A$ Security:

Interest Payment Dates of each A$ Security:

Scheduled Maturity Date of each A$ Security: / /

and all the Transferor's property and interest in the same [and to the interest
accrued thereon.]

                                                              ------------------
                                                               Settlement Amount

                                                              $
                                                              ------------------


TRANSFEROR
          ----------------------------------------------------------------------
Signature  Authorised Signatory
(See notes below)

WITNESS                                                             Date  /  /
       ------------------------------------------------------------

TRANSFEREE
          ----------------------------------------------------------------------


                                                                             144

<PAGE>

Signature:               Authorised Officer
(See notes below)

WITNESS                                                             Date  /  /
       ------------------------------------------------------------

PAYMENTS
(tick where appropriate)

|_|   In accordance with existing instructions (existing holders only)

|_|   By cheque posted to above address

|_|   By crediting the following account in Australia and in the name of the
      Trustee only

Name of Account                             Account No.

Name of Financial Institution               Branch

|_|   Bank
           ------------------------------
|_|   Building Society
                       ------------------

Tax File Number (if applicable):

Authorised Officer of Transferee                                  Date:  /  /
                                ---------------------------------

NOTES:

o     The Transferor and the Transferee acknowledge that the transfer of the A$
      Securities specified in this Security Transfer only takes effect on the
      entry of the Transferee's name in the Register as the registered owner of
      the A$ Securities.

o     The Transferee agrees to accept the A$ Securities subject to the
      provisions of a Master Trust Deed (the "Master Trust Deed") dated 8
      October 1997 between Securitisation Advisory Services Pty. Limited, ACN
      064 133 946 (the "Manager") and the Trustee, as amended from time to time,
      a Series Supplement (the "Series Supplement") dated [      ] between
      Commonwealth Bank of Australia, ABN 48 123 123 124 (as Seller and
      Servicer) (the "Bank"), the Manager and the Trustee (as trustee of the
      Series Trust) and a Security Trust Deed (the "Security Trust Deed") dated
      [   ] between the Trustee as trustee of the Series Trust, the Manager, the
      Bank of New York, London Branch, and P.T. Limited, ABN 67 004 454 666, as
      Security Trustee.

o     Unless expressly defined in this Security Transfer or a contrary intention
      appears, words and expressions used in this Security Transfer have the
      same meaning as in the Series Supplement.

o     The Transferee acknowledges that it has independently and without reliance
      on the Trustee, the Manager, the Sellers, the Servicer, the Bank or any
      other Related Body Corporate of the Bank (including without reliance on
      any materials prepared or distributed by any of the foregoing) made its
      own assessment and investigations regarding its investment in the A$
      Securities.

o     The Transferee acknowledges that:

      (a)   the A$ Securities do not represent deposits or other liabilities of
            the Sellers, the Servicer, the Bank, any other Related Body
            Corporate of the Bank or the Manager;

      (b)   the holding of the A$ Securities is subject to investment risk,
            including possible delays in payment and loss of income and
            principal invested; and

      (c)   none of the Manager, the Sellers, the Servicer, the Bank or, any
            other Related Body


                                                                             145

<PAGE>

            Corporate of the Bank stand in any way behind the capital value
            and/or performance of the A$ Securities or the assets held by the
            Series Trust.

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

o     Where the Transferor and/or the Transferee is a trustee, this Security
      Transfer must be completed in the name of the trustee and signed by the
      trustee without reference to the trust.

o     Where this Transfer is executed by a corporation, it must be executed
      either under common seal or under a power of attorney.

o     If this Security Transfer is signed under a power of attorney, the
      attorney hereby certifies that it has not received notice of revocation of
      that power of attorney. A certified copy of the power of attorney must be
      lodged with this Security Transfer.

o     This Security Transfer must be lodged with the Trustee for registration,
      accompanied by the Security Certificate to which the A$ Securities relate.

o     The Register will be closed from 4.30 pm on the Business Day which is
      prior to, and will be re-opened at the commencement of business on each
      Monthly Distribution Date and each Quarterly Distribution Date. The
      Trustee may with prior notice given in the manner specified in the Master
      Trust Deed, close the Register at other times. The total period that the
      Register may be closed will not exceed 35 Business Days (or such other
      period agreed to by the Manager) in aggregate in any calendar year. No
      Security Transfer received after 4.30pm on the day of closure of the
      Register or while the Register is closed, will be registered until the
      Register is re-opened.

o     [If the Transferee is a non-resident for Australian taxation purposes,
      withholding tax will be deducted from all interest payments unless an
      exemption is provided to the Trustee.]

o     A Securityholder is only entitled to transfer an A$ Security if:

      (a)   the offer of the A$ Security for sale, or the invitation to purchase
            the A$ Security, to the proposed transferee by the Securityholder is
            an offer or invitation that does not need disclosure to investors
            under Part 6D.2 of Chapter 6 of the Corporations Law and otherwise
            complies with the Corporations Law; and

      (b)   the transfer would not otherwise breach any restriction on transfer
            for the A$ Security contained in the Series Supplement.

o     The A$ Securities covered hereby have not been registered under the United
      States Securities Act of 1933 as amended (the "Securities Act") and may
      not be offered and sold within the United States or to or for the account
      or benefit of United States persons:

      (a)   as part of their distribution at any time; or

      (b)   otherwise until 40 days after the completion of the distribution of
            the A$ Securities, as determined and certified by the Co-Managers
            (as that term is defined in the Dealer Agreement),


                                                                             146

<PAGE>

            except in either case in accordance with Regulation S under the
            Securities Act. Terms used above have the meanings given to them by
            Regulation S.

[Marking where clause 10.16 of the Master Trust Deed applies:]

The Trustee hereby certifies that the Transferor is noted in the Register as the
holder of A$ Securities specified in this Security Transfer and that it will not
register any transfer of such A$ Securities other than pursuant to this Security
Transfer before [insert date].

Dated:

For and on behalf of

Perpetual Trustee Company Limited


------------------------                ----------------------
Authorised Officer                      Authorised Officer]


                                                                             147

<PAGE>

Schedule 8A
Monthly Certificate [CBA TO PROVIDE MONTHLY CERTIFICATE]


                                                                             148

<PAGE>

Schedule 8B
Quarterly Certificate [_CBA TO PROVIDE QUARTERLY CERTIFICATE]


                                                                             149

<PAGE>

Schedule 9
Form of Residual Unit Certificate

RESIDUAL UNIT CERTIFICATE

Series [       ] Medallion Trust

Perpetual Trustee Company Limited
ABN 42 000 001 007
(the "Trustee")

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

THIS IS TO CERTIFY THAT:

RESIDUAL UNITHOLDER:             Commonwealth Bank of Australia
                                 ABN 48 123 123 124
                                 (the "Bank")

ADDRESS:                         Level 8,
                                 48 Martin Place
                                 SYDNEY  NSW  2000

appears in the Register as the holder of the Residual Unit issued by the Trustee
as trustee of the Series [       ] Medallion Trust (the "Series Trust") as
constituted by a Master Trust Deed (the "Master Trust Deed") dated 8 October
1997 between the Manager and the Trustee, as amended from time to time, and a
Series Supplement (the "Series Supplement") dated [     ] between the Bank (as
Seller and Servicer), Colonial State Bank as Seller, the Manager and the
Trustee.

Unless expressly defined in this Unit Certificate or a contrary intention
appears, words and expressions used in this Unit Certificate have the same
meaning as in the Series Supplement.

The Residual Unit is issued and held by the Bank subject to the provisions of
the Master Trust Deed, the Series Supplement and a Security Trust Deed (the
"Security Trust Deed") dated [   ] between the Manager, the Trustee, the Bank of
New York, London Branch, and PT Limited, ABN 67 004 454 666 (as Security
Trustee). A copy of the Register, the Security Trust Deed, the Master Trust Deed
and the Series Supplement are available for inspection by the Bank at the
offices of the Trustee at Level 3, 39 Hunter Street, Sydney NSW 2000.

None of the Manager, the Sellers, the Servicer, the Bank, or any Related Body
Corporate of the Bank guarantees the payment of amounts (if any) payable in
respect of the Residual Unit.

Neither the Manager nor the Trustee is under any obligation at any time to
repurchase or redeem the Residual Unit.

This Unit Certificate is not a certificate of title and the Register on which
this Residual Unit is registered is the only conclusive evidence of the title of
the Bank to the Residual Unit.

The Trustee issues the Residual Unit only in its role as trustee of the Series
Trust. Any obligation or liability of the Trustee arising under or in any way
connected with the Series Trust under the Master Trust Deed, the Series
Supplement or any other Transaction Document to which the Trustee is a party is
limited to the extent to which it can be satisfied out of the Assets of the
Series Trust out of which the Trustee is actually indemnified for the obligation
or liability. This limitation will not apply to any obligation or


                                                                             150

<PAGE>

Schedule 11 - Part A
Form of Custodian Power of Attorney (for States other than Queensland and
Western Australia)


THIS POWER OF ATTORNEY is made          on                         [          ]
BY             STATE BANK OF NEW SOUTH WALES LIMITED, ABN 32 003 963 228, a
               company incorporated in the State of New South Wales and having
               an office at Level 6, 48 Martin Place, Sydney, NSW 2000
               ("Colonial")
IN FAVOUR OF   COMMONWEALTH BANK OF AUSTRALIA, ABN 48 123 123 124, a company
               incorporated in the Australian Capital Territory and having its
               registered office at Level 8, 48 Martin Place, Sydney NSW 2000
               (the "Custodian")
THIS DEED PROVIDES as follows:
--------------------------------------------------------------------------------
1.       Interpretation

         In this Deed, unless the contrary intention appears:

         "Attorney" means any attorney appointed by or pursuant to clause 2 and
         any person who derives a right directly or indirectly from an Attorney.

         "Authorised Officer" means in relation to the Custodian, a director,
         secretary or any person whose title contains the word or words
         "manager" or "chief executive officer" or a person performing the
         functions of any of them.

         "Series Supplement" means the Series Supplement dated on or about
         [           ] between the Custodian, Colonial, Securitisation Advisory
         Services Pty Limited ABN 88 064 133 946 and Perpetual Trustee Company
         Limited ABN 42 000 001 007.

--------------------------------------------------------------------------------
2.       Appointment and Powers

2.1      Appointment

         Colonial appoints the Custodian and any Authorised Officer from time to
         time of the Custodian jointly and severally as its attorney with the
         right, to do in the name of Colonial and on its behalf everything
         necessary or expedient to:

         (a)   (Performance of Custodian Role): perform the Custodian's duties,
               and exercise the rights of the Custodian, under clause 25 of the
               Series Supplement in so far as those duties and rights relate to
               Mortgage Documents which in turn relate to Mortgage Loans of
               Colonial;

         (b)   (Delegate): delegate any of its rights described in this Deed
               (including this right of delegation) to any person upon any terms
               or conditions that it thinks fit;

         (c)   (Sign Documents): sign, seal, deliver and execute and do (either
               unconditionally or subject to any conditions that it thinks fit)
               all deeds, arrangements, documents and things in respect of any
               of its rights described in this Deed; and

         (d)   (Do Incidental Things): do anything incidental to or conducive to
               the effective and expeditious exercise of its rights described in
               this Deed.

                                                                               1

<PAGE>

--------------------------------------------------------------------------------
3.       Consideration and Revocation

3.1      Consideration

         Colonial acknowledges that it has received good and valuable
         consideration for the grant of this Deed.

3.2      Irrevocable without Consent

         Except with the prior written consent of an Authorised Officer of the
         Custodian, the power of attorney granted under clause 2.1 of this Deed
         is irrevocable by Colonial and its successors and assigns.

3.3      No Abrogation

         Subject only to revocation in accordance with clause 3.2, this Deed
         will remain in full force and effect notwithstanding:

         (a)   (Insolvency): the insolvency of, or the occurrence of any other
               analogous event with respect to, Colonial;

         (b)   (Amendment): any waiver, replacement, amendment or variation of
               any document (with or without the consent of Colonial);

         (c)   (Delay): any delay, laches, acquiescence, mistake, act or
               omission (including, without limitation, any default by the
               Custodian of any obligation that it owes to any person) by any
               Attorney; or

         (d)   (Miscellaneous): any other fact, matter, circumstance or thing
               whatsoever which, but for this clause, could or might operate to
               prejudice, release or otherwise affect the rights of an Attorney
               under this Deed.

--------------------------------------------------------------------------------
4.       Delegates

4.1      Obligation

         Where a delegation is made by an Attorney under clause 2, the following
         will apply:

         (a)   (Vary, suspend etc.): the Attorney may at any time by notice in
               writing vary, suspend or revoke a delegation made under clause 2;

         (b)   (Attorney retains any rights delegated): a right delegated by the
               Attorney may continue to be exercised or performed by the
               Attorney notwithstanding the delegation of that right;

         (c)   (Effect of acts delegated): any act or thing done within the
               scope of a delegation while the delegation is in force:

               (i)   has the same effect as if it had been done by the Attorney;
                     and

               (ii)  will not be invalidated by reason of a later revocation or
                     variation of the delegation; and

         (d)   (Opinion of delegate): if the exercise or performance of a right
               by the Attorney is dependant upon the opinion, belief or state of
               mind of the Attorney in relation to a matter and that right is
               delegated by the Attorney, the delegate may, unless the contrary
               intention appears, exercise or perform the right based upon his
               or her own

                                                                               2

<PAGE>

                opinion, belief or state of mind (as the case may require) in
                relation to the matter.

4.2      Revocation of nomination

         The Custodian may at any time revoke or suspend any appointment of a
         nominee or an Attorney pursuant to clause 2.

--------------------------------------------------------------------------------
5.       Miscellaneous

5.1      Suspension of Colonial's rights

         Colonial must not, after being notified in writing by any Attorney that
         an Attorney intends to exercise any right conferred on it by this Deed
         (and provided that such right is then and remains exercisable),
         exercise that right without the written consent of the Custodian.

5.2      Ratification

         Colonial will at all times ratify and confirm whatever any Attorney
         lawfully does, or causes to be done, in exercising its rights described
         in this Deed.

5.3      Conflict of Interest

         Any Attorney may exercise any right notwithstanding that it constitutes
         a conflict of interest or duty.

5.4      Colonial Bound

         Colonial and any person (including, but not limited to, a substitute or
         assign) claiming under Colonial are bound by anything an Attorney does
         in the lawful exercise of its rights described in this Deed.

5.5      Third party dealings

         In respect of dealings by any person in good faith with an Attorney:

         (a)    (Evidence that power not revoked): that person may accept a
                written statement signed by any Attorney to the effect that the
                power of attorney granted under this Deed has not been revoked
                as conclusive evidence of that fact; and

         (b)    (No duty to enquire): if the Attorney executes any right granted
                to it by this Deed, that person is not bound to enquire as to
                whether the right is properly exercised or whether any
                circumstance has arisen to authorise the exercise of that right.

5.6      Indemnity

         Colonial will indemnify any Attorney from and against all actions,
         suits, claims, demands, damages, liabilities, losses, costs and
         expenses that may be made or bought against or suffered or incurred by
         any such Attorney arising out of or in connection with the lawful
         exercise of any of its rights described in this Deed.

5.7      Stamping and Registration

         Colonial will, promptly after execution and delivery of this Deed,
         properly stamp and register this Deed as required by any applicable law
         and Colonial authorises any Attorney to stamp and register this Deed on
         behalf of Colonial.

                                                                               3

<PAGE>

5.8      Costs

         All reasonable costs incurred by an Attorney in connection with the
         stamping and registration of this Deed in accordance with clause 5.7
         will be paid by Colonial within a reasonable time after demand for
         payment is made.

--------------------------------------------------------------------------------
6.       Governing Law

         This Deed is governed by and construed in accordance with the laws of
         the State of New South Wales and Colonial irrevocably and
         unconditionally submits to the non-exclusive jurisdiction of the courts
         of the State of New South Wales and any courts of appeal from any of
         those courts.

EXECUTED as a deed.
THE COMMON SEAL of STATE BANK                     )
OF NEW SOUTH WALES LIMITED, ABN                   )
32 003 963 228 is affixed in accordance with its  )
constitution in the presence of:                  )


 ..............................                       .........................
Secretary                                            Director

                                                                               4

<PAGE>

Schedule 11 - Part B
Form of Custodian Power of Attorney (for Queensland)

THIS POWER OF ATTORNEY is made               on                      [         ]
BY                      STATE BANK OF NEW SOUTH WALES LIMITED, ABN 32 003 963
                        228, a company incorporated in the State of New South
                        Wales and having an office at Level 6, 48 Martin Place,
                        Sydney, NSW 2000 ("Colonial")
IN FAVOUR OF            COMMONWEALTH BANK OF AUSTRALIA, ABN 48 123 123 124, a
                        company incorporated in the Australian Capital Territory
                        and having its registered office at Level 8, 48 Martin
                        Place, Sydney NSW 2000 (the "Custodian")
THIS DEED PROVIDES as follows:
--------------------------------------------------------------------------------
1.        Interpretation

          In this Deed, unless the contrary intention appears:

          "Attorney" means any attorney appointed by or pursuant to clause 2 and
          any person who derives a right directly or indirectly from an
          Attorney.

          "Authorised Officer" means in relation to the Custodian, a director,
          secretary or any person whose title contains the word or words
          "manager" or "chief executive officer" or a person performing the
          functions of any of them.

          "Series Supplement" means the Series Supplement dated on or about
          [        ] between the Custodian, Colonial, Securitisation Advisory
          Services Pty Limited ABN 88 064 133 946 and Perpetual Trustee Company
          Limited ABN 42 000 001 007.

--------------------------------------------------------------------------------
2.        Appointment and Powers

2.1       Appointment

          Colonial appoints the Custodian and any Authorised Officer from time
          to time of the Custodian jointly and severally as its attorney with
          the right, to do in the name of Colonial and on its behalf everything
          necessary or expedient to:

          (a)  (Performance of Custodian Role): perform the Custodian's duties,
               and exercise the rights of the Custodian, under clause 25 of the
               Series Supplement in so far as those duties and rights relate to
               Mortgage Documents which in turn relate to Mortgage Loans of
               Colonial;

          (b)  (Delegate): delegate any of its rights described in this Deed
               (including this right of delegation) to any person upon any terms
               or conditions that it thinks fit;

          (c)  (Sign Documents): sign, seal, deliver and execute and do (either
               unconditionally or subject to any conditions that it thinks fit)
               all deeds, arrangements, documents and things in respect of any
               of its rights described in this Deed; and

          (d)  (Do Incidental Things): do anything incidental to or conducive to
               the effective and expeditious exercise of its rights described in
               this Deed.

--------------------------------------------------------------------------------
3.        Consideration and Revocation

3.1       Consideration

          Colonial acknowledges that it has received good and valuable
          consideration for the grant of this Deed.



                                                                               5

<PAGE>

3.2  Irrevocable without Consent

     Except with the prior written consent of an Authorised Officer of the
     Custodian, the power of attorney granted under clause 2.1 of this Deed is
     irrevocable by Colonial and its successors and assigns.

3.3  No Abrogation

     Subject only to revocation in accordance with clause 3.2, this Deed
     will remain in full force and effect notwithstanding:

     (a) (Insolvency): the insolvency of, or the occurrence of any other
         analogous event with respect to, Colonial;

     (b) (Amendment): any waiver, replacement, amendment or variation of any
         document (with or without the consent of Colonial);

     (c) (Delay): any delay, laches, acquiescence, mistake, act or omission
         (including, without limitation, any default by the Custodian of any
         obligation that it owes to any person) by any Attorney; or

     (d) (Miscellaneous): any other fact, matter, circumstance or thing
         whatsoever which, but for this clause, could or might operate to
         prejudice, release or otherwise affect the rights of an Attorney under
         this Deed.
--------------------------------------------------------------------------------
4.   Delegates

4.1  Obligation

     Where a delegation is made by an Attorney under clause 2, the
     following will apply:

     (a) (Vary, suspend etc.): the Attorney may at any time by notice in
         writing vary, suspend or revoke a delegation made under clause 2;

     (b) (Attorney retains any rights delegated): a right delegated by the
         Attorney may continue to be exercised or performed by the Attorney
         notwithstanding the delegation of that right;

     (c) (Effect of acts delegated): any act or thing done within the scope
         of a delegation while the delegation is in force:

         (i)  has the same effect as if it had been done by the Attorney; and

         (ii) will not be invalidated by reason of a later revocation or
              variation of the delegation; and

     (d)  (Opinion of delegate): if the exercise or performance of a right
          by the Attorney is dependant upon the opinion, belief or state of mind
          of the Attorney in relation to a matter and that right is delegated by
          the Attorney, the delegate may, unless the contrary intention appears,
          exercise or perform the right based upon his or her own opinion,
          belief or state of mind (as the case may require) in relation to the
          matter.

4.2       Revocation of nomination

          The Custodian may at any time revoke or suspend any appointment of a
          nominee or an Attorney pursuant to clause 2.

                                                                               6

<PAGE>

--------------------------------------------------------------------------------
5.       Miscellaneous

5.1      Suspension of Colonial's rights

         Colonial must not, after being notified in writing by any Attorney that
         an Attorney intends to exercise any right conferred on it by this Deed
         (and provided that such right is then and remains exercisable),
         exercise that right without the written consent of the Custodian.

5.2      Ratification

         Colonial will at all times ratify and confirm whatever any Attorney
         lawfully does, or causes to be done, in exercising its rights described
         in this Deed.

5.3      Conflict of Interest

         Any Attorney may exercise any right notwithstanding that it constitutes
         a conflict of interest or duty.

5.4      Colonial Bound

         Colonial and any person (including, but not limited to, a substitute or
         assign) claiming under Colonial are bound by anything an Attorney does
         in the lawful exercise of its rights described in this Deed.

5.5      Third party dealings

         In respect of dealings by any person in good faith with an Attorney:

         (a)    (Evidence that power not revoked): that person may accept a
                written statement signed by any Attorney to the effect that the
                power of attorney granted under this Deed has not been revoked
                as conclusive evidence of that fact; and

         (b)    (No duty to enquire): if the Attorney executes any right granted
                to it by this Deed, that person is not bound to enquire as to
                whether the right is properly exercised or whether any
                circumstance has arisen to authorise the exercise of that right.

5.6      Indemnity

         Colonial will indemnify any Attorney from and against all actions,
         suits, claims, demands, damages, liabilities, losses, costs and
         expenses that may be made or bought against or suffered or incurred by
         any such Attorney arising out of or in connection with the lawful
         exercise of any of its rights described in this Deed.

5.7      Stamping and Registration

         Colonial will, promptly after execution and delivery of this Deed,
         properly stamp and register this Deed as required by any applicable law
         and Colonial authorises any Attorney to stamp and register this Deed on
         behalf of Colonial.

5.8      Costs

         All reasonable costs incurred by an Attorney in connection with the
         stamping and registration of this Deed in accordance with clause 5.7
         will be paid by Colonial within a reasonable time after demand for
         payment is made.

                                                                               7

<PAGE>

--------------------------------------------------------------------------------
6.       Governing Law

         This Deed is governed by and construed in accordance with the laws of
         the State of New South Wales and Colonial irrevocably and
         unconditionally submits to the non-exclusive jurisdiction of the courts
         of the State of New South Wales and any courts of appeal from any of
         those courts.

EXECUTED as a deed.
THE COMMON SEAL of STATE BANK                       )
OF NEW SOUTH WALES LIMITED, ABN                     )
32 003 963 228 is affixed in accordance with its    )
constitution in the presence of:                    )


________________________________                        ________________________
Secretary                                               Director

                                                                               8

<PAGE>

Schedule 11 - Part C
Form of Custodian Power of Attorney (for Western Australia)

THIS POWER OF ATTORNEY is made    on                                  [        ]
BY                    STATE BANK OF NEW SOUTH WALES LIMITED, ABN 32 003 963 228,
                      a company incorporated in the State of New South Wales and
                      having an office at Level 6, 48 Martin Place, Sydney, NSW
                      2000 ("Colonial")
IN FAVOUR OF          COMMONWEALTH BANK OF AUSTRALIA, ABN 48 123 123 124, a
                      company incorporated in the Australian Capital Territory
                      and having its registered office at Level 8, 48 Martin
                      Place, Sydney NSW 2000 (the "Custodian")
THIS DEED PROVIDES as follows:
--------------------------------------------------------------------------------
1.       Interpretation

         In this Deed, unless the contrary intention appears:

         "Attorney" means any attorney appointed by or pursuant to clause 2 and
         any person who derives a right directly or indirectly from an Attorney.

         "Authorised Officer" means in relation to the Custodian, a director,
         secretary or any person whose title contains the word or words
         "manager" or "chief executive officer" or a person performing the
         functions of any of them.

         "Series Supplement" means the Series Supplement dated on or about
         [         ] between the Custodian, Colonial, Securitisation Advisory
         Services Pty Limited ABN 88 064 133 946 and Perpetual Trustee Company
         Limited ABN 42 000 001 007.

--------------------------------------------------------------------------------
2.       Appointment and Powers

2.1      Appointment

         Colonial appoints the Custodian and any Authorised Officer from time to
         time of the Custodian jointly and severally as its attorney with the
         right, to do in the name of Colonial and on its behalf everything
         necessary or expedient to:

         (a)     (Performance of Custodian Role): perform the Custodian's
                 duties, and exercise the rights of the Custodian, under clause
                 25 of the Series Supplement in so far as those duties and
                 rights relate to Mortgage Documents which in turn relate to
                 Mortgage Loans of Colonial, including but not limited to taking
                 custody of documents which relate to mortgages over land or
                 property registered pursuant to the Transfer of Land Act 1893
                 (WA) and the Strata Titles Act 1985 (WA);

         (b)     (Delegate): delegate any of its rights described in this Deed
                 (including this right of delegation) to any person upon any
                 terms or conditions that it thinks fit;

         (c)     (Sign Documents): sign, seal, deliver and execute and do
                 (either unconditionally or subject to any conditions that it
                 thinks fit) all deeds, arrangements, documents and things in
                 respect of any of its rights described in this Deed;

         (d)     (Do Incidental Things): do anything incidental to or conducive
                 to the effective and expeditious exercise of its rights
                 described in this Deed; and

         (e)     (Limitation on Custodian's Powers): the Custodians powers are
                 limited to:

                 (i)     the powers provided for under clause 25 of the Series
                         Supplement and this Deed; and

                                                                               9

<PAGE>

                (ii)    mortgages and Mortgage Documents the legal or equitable
                        title to which is held by Perpetual Trustee Company
                        Limited as trustee of the Series [    ] Medallion Trust.

--------------------------------------------------------------------------------
3.       Consideration and Revocation

3.1      Consideration

         Colonial acknowledges that it has received good and valuable
         consideration for the grant of this Deed.

3.2      Irrevocable without Consent

         Except with the prior written consent of an Authorised Officer of the
         Custodian, the power of attorney granted under clause 2.1 of this Deed
         is irrevocable by Colonial and its successors and assigns.

3.3      No Abrogation

         Subject only to revocation in accordance with clause 3.2, this Deed
         will remain in full force and effect notwithstanding:

         (a)    (Insolvency): the insolvency of, or the occurrence of any other
                analogous event with respect to, Colonial;

         (b)    (Amendment): any waiver, replacement, amendment or variation of
                any document (with or without the consent of Colonial);

         (c)    (Delay): any delay, laches, acquiescence, mistake, act or
                omission (including, without limitation, any default by the
                Custodian of any obligation that it owes to any person) by any
                Attorney; or

         (d)    (Miscellaneous): any other fact, matter, circumstance or thing
                whatsoever which, but for this clause, could or might operate to
                prejudice, release or otherwise affect the rights of an Attorney
                under this Deed.

--------------------------------------------------------------------------------
4.       Miscellaneous

4.1      Suspension of Colonial's rights

         Colonial must not, after being notified in writing by any Attorney that
         an Attorney intends to exercise any right conferred on it by this Deed
         (and provided that such right is then and remains exercisable),
         exercise that right without the written consent of the Custodian.

4.2      Ratification

         Colonial will at all times ratify and confirm whatever any Attorney
         lawfully does, or causes to be done, in exercising its rights described
         in this Deed.

4.3      Conflict of Interest

         Any Attorney may exercise any right notwithstanding that it constitutes
         a conflict of interest or duty.

4.4      Colonial Bound

         Colonial and any person (including, but not limited to, a substitute or
         assign) claiming under

                                                                              10

<PAGE>

         Colonial are bound by anything an Attorney does in the lawful exercise
         of its rights described in this Deed.

4.5      Third party dealings

         In respect of dealings by any person in good faith with an Attorney:

         (a)   (Evidence that power not revoked): that person may accept a
               written statement signed by any Attorney to the effect that the
               power of attorney granted under this Deed has not been revoked as
               conclusive evidence of that fact; and

         (b)   (No duty to enquire): if the Attorney executes any right granted
               to it by this Deed, that person is not bound to enquire as to
               whether the right is properly exercised or whether any
               circumstance has arisen to authorise the exercise of that right.

4.6      Indemnity

         Colonial will indemnify any Attorney from and against all actions,
         suits, claims, demands, damages, liabilities, losses, costs and
         expenses that may be made or bought against or suffered or incurred by
         any such Attorney arising out of or in connection with the lawful
         exercise of any of its rights described in this Deed.

4.7      Stamping and Registration

         Colonial will, promptly after execution and delivery of this Deed,
         properly stamp and register this Deed as required by any applicable law
         and Colonial authorises any Attorney to stamp and register this Deed on
         behalf of Colonial.

4.8      Costs

         All reasonable costs incurred by an Attorney in connection with the
         stamping and registration of this Deed in accordance with clause 4.8
         will be paid by Colonial within a reasonable time after demand for
         payment is made.

--------------------------------------------------------------------------------
5.       Governing Law

         This Deed is governed by and construed in accordance with the laws of
         the State of New South Wales and Colonial irrevocably and
         unconditionally submits to the non-exclusive jurisdiction of the courts
         of the State of New South Wales and any courts of appeal from any of
         those courts.

EXECUTED as a deed.
THE COMMON SEAL of STATE BANK     )
OF NEW SOUTH WALES LIMITED, ABN   )
32 003 963 228 is affixed in      )
accordance with its constitution  )
in the presence of:               )


________________________               ________________________
Secretary                              Director

                                                                              11

<PAGE>

<TABLE>
<S>                                                     <C>
Executed as a deed.
Signed sealed and delivered for and on behalf of
Commonwealth Bank of Australia,
ABN 48 123 123 124, by its Attorney


under a Power of Attorney dated                     ___________________________________
and registered Book    No.    who certifies that
he or she is General Manager of Commonwealth Bank    Signature of Attorney
of Australia in the presence of:



__________________________________________________  ___________________________________

Signature of Witness                                 Name of Attorney in full



__________________________________________________

Name of Witness in full


Signed sealed and delivered for and on behalf
of State Bank of New South Wales Limited,
ABN 32 003 963 228, by its Attorney


under a Power of Attorney dated                     ___________________________________
and registered Book    No.    who certifies that
he or she has not received any notice of the         Signature of Attorney
revocation of such Power of Attorney in the
presence of:


__________________________________________________  ___________________________________

Signature of Witness                                 Name of Attorney in full



__________________________________________________

Name of Witness in full
</TABLE>

<PAGE>

Signed sealed and delivered for and
on behalf of Securitisation Advisory
Services Limited, ABN 88 064 133
946 by its Attorney

under a Power of Attorney dated              ___________________________________
and registered Book   No.   and who
declares that he or she has not received     Signature of Attorney
any notice of the revocation of such Power
of Attorney in the presence of:



__________________________________________   ___________________________________

Signature of Witness                         Name of Attorney in full




__________________________________________

Name of Witness in full

Signed sealed and delivered for and on
behalf of Perpetual Trustee Company
Limited, ABN 42 000 001 007 by its Attorney

under a Power of Attorney dated              ___________________________________
and registered Book   No.  and who declares
that he or she has not received any notice   Signature of Attorney
of the revocation of such Power of Attorney
in the presence of:



___________________________________________  ___________________________________

Signature of Witness                         Name of Attorney in full



___________________________________________

Name of Witness in full


<PAGE>

liability of the Trustee only to the extent that it is not so satisfied because
of any fraud, negligence or wilful default on the part of the Trustee. The
Trustee will have no liability for any act or omission of the Manager or of any
other person (other than a person whose acts or omissions the Trustee is liable
for in accordance with any Transaction Document).

The Residual Unit does not represent a deposit or other liability of the
Manager, the Sellers, the Servicer, the Bank or any Related Body Corporate of
the Bank. The Residual Unit is subject to investment risk, including possible
delays in payment and loss of income and principal invested. None of the
Manager, the Sellers, the Servicer, the Bank or any Related Body Corporate of
the Bank stand in any way behind the capital value and/or performance of the
Assets held by the Series Trust.

Dated:

For and on behalf of

PERPETUAL TRUSTEE COMPANY LIMITED

as trustee of the Series Trust


------------------------------          ------------------------------
Authorised Officer                      Authorised Officer


                                                                             151

<PAGE>

Schedule 10
Stepdown Percentage

Determination of Stepdown Percentage

The Stepdown Percentage on a Determination Date is determined as follows.

1.    If the Stepdown Conditions are not satisfied on that Determination Date,
      the Stepdown Percentage is 100%.

2.    If the Stepdown Conditions are satisfied on that Determination Date, the
      Stepdown Percentage is 100% unless the following apply:

      (a)   if the Determination Date falls prior to the third anniversary of
            the Closing Date the Stepdown Percentage is 50%;

      (b)   if:

            (i)   the Determination Date falls on or after the third anniversary
                  of the Closing Date but prior to the tenth anniversary of the
                  Closing Date; and

            (ii)  the Class B Available Support on the Determination Date is
                  equal to or greater than two times the Class B Required
                  Support on the Determination Date;

            the Stepdown Percentage is 0%;

      (c)   if:

            (i)   paragraph (b) above does not apply;

            (ii)  the Determination Date falls on or after the fifth anniversary
                  of the Closing Date but prior to the tenth anniversary of the
                  Closing Date; and

            (iii) the Class B Available Support on the Determination Date is
                  equal to or greater than the Class B Required Support on the
                  Determination Date;

            then:

            (i)   if the Determination Date falls on or after the fifth
                  anniversary of the Closing Date but prior to the sixth
                  anniversary of the Closing Date, the Stepdown Percentage is
                  70%;

            (ii)  if the Determination Date falls on or after the sixth
                  anniversary of the Closing Date but prior to the seventh
                  anniversary of the Closing Date, the Stepdown Percentage is
                  60%;

            (iii) if the Determination Date falls on or after the seventh
                  anniversary of the Closing Date but prior to the eighth
                  anniversary of the Closing Date, the Stepdown Percentage is
                  40%;

            (iv)  if the Determination Date falls on or after the eighth
                  anniversary of the Closing Date but prior to the ninth
                  anniversary of the Closing Date, the Stepdown Percentage is
                  20%; or


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<PAGE>

            (v)   if the Determination Date falls on or after the ninth
                  anniversary of the Closing Date but prior to the tenth
                  anniversary of the Closing Date, the Stepdown Percentage is
                  0%; or

      (d)   if the Determination Date falls on or after the tenth anniversary of
            the Closing Date, the Stepdown Percentage is 0%.

Stepdown Conditions

The Stepdown Conditions are satisfied on a Determination Date if:

1.    the following applies:

      (a)   the Class B Available Support on the Determination Date is equal to
            or greater than two times the Class B Required Support on the
            Determination Date;

      (b)   the aggregate Adjusted Stated Amount for the Class B Notes on the
            Determination Date is equal to or greater than 0.25% of the
            aggregate Initial Invested Amount of all the Notes;

      (c)   either:

            (i)   the Average Delinquent Percentage on the Determination Date
                  does not exceed 2% and the aggregate of all Unreimbursed
                  Principal Chargeoffs on the Determination Date does not exceed
                  30% of the aggregate of the Initial Invested Amounts of the
                  Class B Notes; or

            (ii)  the Average Delinquent Percentage on the Determination Date
                  does not exceed 4% and the aggregate of all Unreimbursed
                  Principal Chargeoffs on the Determination Date does not exceed
                  10% of the aggregate of the Initial Invested Amounts of the
                  Class B Notes; and

      (d)   the event referred to in Condition 7.3(a) of the Class A-1 Note
            Conditions has not occurred on or prior to the Determination Date
            and is not expected to occur on or prior to the next Quarterly
            Distribution Date thereafter; or

2.    the following applies:

      (a)   the Determination Date falls on or after the fifth anniversary of
            the Closing Date;

      (b)   the Average Delinquent Percentage on the Determination Date does not
            exceed 2%;

      (c)   the aggregate Stated Amount [or Adjusted Stated Amount (as the case
            may be)] of all outstanding Notes is greater than 10% of the
            aggregate Initial Invested Amount of all Notes;

      (d)   the aggregate Adjusted Stated Amount for the Class B Notes on the
            Determination Date is equal to or greater than 0.25% of the
            aggregate Initial Invested Amount of all the Notes; and

      (e)   the aggregate of all Unreimbursed Principal Chargeoffs on the
            Determination Date does not exceed:

            (i)   if the Determination Date falls on or after the fifth
                  anniversary of the Closing Date but prior to the sixth
                  anniversary of the Closing Date, 30% of the aggregate of the
                  Initial Invested Amounts of the Class B Notes;


                                                                             153

<PAGE>

            (ii)  if the Determination Date falls on or after the sixth
                  anniversary of the Closing Date but prior to the seventh
                  anniversary of the Closing Date, 35% of the aggregate of the
                  Initial Invested Amounts of the Class B Notes;

            (iii) if the Determination Date falls on or after the seventh
                  anniversary of the Closing Date but prior to the eighth
                  anniversary of the Closing Date, 40% of the aggregate of the
                  Initial Invested Amounts of the Class B Notes;

            (iv)  if the Determination Date falls on or after the eighth
                  anniversary of the Closing Date but prior to the ninth
                  anniversary of the Closing Date, 45% of the aggregate of the
                  Initial Invested Amounts of the Class B Notes; or

            (v)   if the Determination Date falls on or after the ninth
                  anniversary of the Closing Date, 50% of the aggregate of the
                  Initial Invested Amounts of the Class B Notes.


                                                                             154

<PAGE>

Schedule 11
Form of Colonial State Bank Power of Attorney

[to be inserted as per standard CBA requirements]


                                                                             155

<PAGE>

Executed as a deed.

Signed sealed and delivered for and on
behalf of Commonwealth Bank of
Australia, ABN 48 123 123 124, by its
Attorney under a Power of Attorney dated
[    ] and registered Book [    ] No.
[    ] who certifies that he or she is
General Manager of Commonwealth Bank of         --------------------------
Australia in the presence of:                   Signature of Attorney


--------------------------                      --------------------------
Signature of Witness                            Name of Attorney in full


--------------------------
Name of Witness in full

Signed sealed and delivered for and on
behalf of State Bank of New South Wales
Limited, ABN 32 003 963 228, by its
Attorney under a Power of Attorney dated
[    ] and registered Book [    ] No. [
   ] who certifies that he or she has
not received any notice of the
revocation of such Power of Attorney in         --------------------------
the presence of:                                Signature of Attorney


--------------------------                      --------------------------
Signature of Witness                            Name of Attorney in full


--------------------------
Name of Witness in full


                                                                             156

<PAGE>

Signed sealed and delivered for and on
behalf of Securitisation Advisory
Services Limited, ABN 88 064 133 946 by
its Attorney under a Power of Attorney
dated [    ] and registered Book [    ]
No. [    ] and who declares that he or
she has not received any notice of the
revocation of such Power of Attorney in         --------------------------
the presence of:                                Signature of Attorney


--------------------------                      --------------------------
Signature of Witness                            Name of Attorney in full


--------------------------
Name of Witness in full

Signed sealed and delivered for and on
behalf of Perpetual Trustee Company
Limited, ABN 42 000 001 007 by its
Attorney under a Power of Attorney dated
[    ] and registered Book [    ] No.
[    ] and who declares that he or she
has not received any notice of the
revocation of such Power of Attorney in         --------------------------
the presence of:                                Signature of Attorney


--------------------------                      --------------------------
Signature of Witness                            Name of Attorney in full


--------------------------
Name of Witness in full


                                                                             157