<PAGE>

                                                                     Exhibit 4.3


Note Trust Deed
-------------------------------



Westpac Securities Administration Limited
(as Trustee)

Westpac Securitisation Management Pty Limited
(the Trust Manager)

[*]
(Note Trustee)

[*]
(Principal Paying Agent)






Allen Allen & Hemsley
The Chifley Tower
2 Chifley Square
Sydney NSW 2000
Australia
Tel 61 2 9230 4000
Fax 61 2 9230 5333

<PAGE>

Note Trust Deed                                           Allen Allen & Hemsley
-------------------------------------------------------------------------------


Cross Reference Table/1/
-------------------------------------------------------------------------------
Trust Indenture Act Section             Clause
-------------------------------------------------------------------------------

310  (a)(1)                             23.6
     (a)(2)                             23.1(d)
     (a)(3)                             23.6
     (a)(4)                             22.2(b)
     (a)(5)                             NA/2/
     (b)                                23.6
     (c)                                23.6, 23.1
                                        NA
-------------------------------------------------------------------------------
311  (a)                                13.1
     (b)                                13.1
     (c)                                NA
-------------------------------------------------------------------------------
312  (a)                                31.1, 31.2(a)
     (b)                                31.2(b)
     (c)                                31.2(c)
-------------------------------------------------------------------------------
313  (a)                                31.3
     (b)(1)                             31.3
     (b)(2)                             NA
     (c)                                31.4
     (d)                                31.3
-------------------------------------------------------------------------------
314  (a)(1)                             31.5
     (a)(2)                             31.5
     (a)(3)                             31.5
     (a)(4)                             11.1(i)
     (b)                                11.1(j)
     (c)                                32.1(a)
     (d)                                32.1(b)
     (e)                                32.1(c)
     (f)                                32.1(a)
-------------------------------------------------------------------------------
315  (a)                                13.2(b)
     (b)                                13.3
     (c)                                13.2(a)
     (d)                                13.2(c), (d)
     (e)                                32.2
-------------------------------------------------------------------------------
316  (a)(1)                             32.3
     (a)(2)                             NA
     (b)                                32.4
-------------------------------------------------------------------------------
317  (a)(1)                             6.1
     (a)(2)                             2.5
     (b)                                NA
-------------------------------------------------------------------------------

318  (a)                                32.5
-------------------------------------------------------------------------------


-------------------------------------------------------------------------------
                                                                       Page (i)
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

Notes:

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

2.   NA means not applicable.

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                                                                       Page (ii)
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

Table of Contents

<TABLE>
<S>                                                                        <C>
1.   Definitions and Interpretation                                         1
     1.1  Definitions and Interpretation                                    1
     1.2  Definitions in Master Trust Deed, Series Notice and Conditions    3
     1.3  Incorporation by reference                                        4
     1.4  Interpretation                                                    4
     1.5  Determination, statement and certificate sufficient evidence      4
     1.6  Document or agreement                                             5
     1.7  Transaction Document                                              5
     1.8  Trustee as trustee                                                5
     1.9  Obligations of the Trustee                                        5

2.   Payments on Class A Notes                                              5
     2.1  Principal amount                                                  5
     2.2  Covenant to repay                                                 5
     2.3  Deemed payment                                                    6
     2.4  Following Event of Default                                        6
     2.5  Requirements of Paying Agent                                      7
     2.6  Certification                                                     8
     2.7  Determinations                                                    8

3.   Form of, Issue of and Duties and Taxes on, Class A Notes               8
     3.1  Issue of Book-Entry Notes                                         8
     3.2  Form of Book-Entry Notes                                          9
     3.3  Definitive Notes                                                  10
     3.4  Stamp and Other Taxes                                             11
     3.5  Indemnity for non-issue                                           11
     3.6  Note Register and Note Registrar                                  12

4.   Covenant of compliance                                                 13

5.   Cancellation of Class A Notes                                          13
     5.1  Cancellation                                                      13
</TABLE>

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                                                                      Page (iii)
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                        <C>
     5.2  Records                                                           13

6.   Enforcement                                                            14
     6.1  Actions following Event of Default                                14
     6.2  Evidence of default                                               14
     6.3  Overdue interest                                                  14
     6.4  Restrictions on enforcement                                       14

7.   Proceedings                                                            15
     7.1  Acting only on direction                                          15
     7.2  Security Trustee acting                                           15
     7.3  Note Trustee alone entitled to act                                16
     7.4  Available amounts                                                 16
     7.5  Conflict of interests                                             16

8.   Notice of Payment                                                      16

9.   Investment by Note Trustee                                             17

10.  Partial Payments                                                       17

11.  Covenants by the Trustee and Trust Manager                             17
     11.1  Covenants by the Trustee and Trust Manager                       17

12.  Remuneration of Note Trustee                                           20
     12.1  Fee                                                              20
     12.2  Additional Remuneration                                          20
     12.3  Costs, expenses                                                  20
     12.4  Overdue rate                                                     21
     12.5  Continuing obligation                                            21

13.  Note Trustee                                                           21
     13.1  Preferential Collection of Claims Against Trustee                21
     13.2  Duties of Note Trustee                                           21
     13.3  Obligations of Note Trustee                                      22
     13.4  Notice of Defaults                                               22
</TABLE>

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                                                                       Page (iv)
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                        <C>
     13.5  Rights of Note Trustee                                           22

14.  Note Trustee's Liability                                               30

15.  Delegation by Note Trustee                                             30

16.  Employment of Agent by Note Trustee                                    30

17.  Note Trustee Contracting with Trustee                                  31

18.  Waiver                                                                 31

19.  Amendment                                                              32
     19.1  Approval                                                         32
     19.2  Resolution of Class A Noteholders                                33
     19.3  Distribution of amendments                                       33
     19.4  Amendments binding                                               33
     19.5  Conformity with TIA                                              33

20.  Class A Noteholders                                                    33
     20.1  Absolute Owner                                                   33
     20.2  Clearing Agency Certificate                                      34

21.  Currency Indemnity                                                     35

22.  New Note Trustees                                                      36
     22.1  Appointment by Trustee                                           36
     22.2  Appointment by Note Trustee                                      36
     22.3  Notice                                                           37

23.  Note Trustee's Retirement and Removal                                  37
     23.1  Removal by Trustee                                               37
     23.2  Removal by Class A Noteholders                                   37
     23.3  Resignation                                                      37
     23.4  Rating Agencies confirmation                                     38
     23.5  Trust Corporation                                                38
     23.6  Successor to Note Trustee                                        38
</TABLE>

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                                                                        Page (v)
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                                      <C>
     23.7  Eligibility; Disqualification                                                  39

24.  Note Trustee's Powers Additional                                                     39

25.  Severability of Provisions                                                           39

26.  Notices                                                                              39
     26.1  General                                                                        39
     26.2  Details                                                                        40

27.  Governing Law and Jurisdiction                                                       41

28.  Counterparts                                                                         41

29.  Limited Recourse                                                                     41
     29.1  General                                                                        41
     29.2  Liability of Trustee limited to its right to indemnity                         41
     29.3  Unrestricted remedies                                                          42
     29.4  Restricted remedies                                                            42

30.  Successor Trustee                                                                    43

31.  Class A Noteholders' Lists and Reports                                               43
     31.1  Provision of information                                                       43
     31.2  Preservation of Information; Communications to Class A Noteholders             43
     31.3  Reports by Note Trustee                                                        44
     31.4  Notices to Class A Noteholders; Waiver                                         44
     31.5  Reports by Trustee                                                             45

32.  Trust Indenture Act - Miscellaneous                                                  45
     32.1  Compliance Certificates and Opinions, etc                                      45
     32.2  Undertaking for Costs                                                          47
     32.3  Exclusion of section 316                                                       47
     32.4  Unconditional Rights of Class A Noteholders to Receive Principal and
           Interest                                                                       48
     32.5  Conflict with Trust Indenture Act                                              48
</TABLE>

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                                                                       Page (vi)
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

33.  Consent of Class A Noteholders                                          48
     33.1  General                                                           48
     33.2  Special Written Approvals                                         48
     33.3  Requirement for writing                                           50


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                                                                      Page (vii)
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

Date      [*]
--------

Parties
--------

      1.  Westpac Securities Administration Limited (ACN 000 049 472)
          incorporated in New South Wales of Level 10, 130 Pitt
          Street, Sydney in its capacity as trustee of the Series [*]
          WST Trust (the Trustee);

      2.  Westpac Securitisation Management Pty Limited (ACN 081 709
          211) incorporated in the Australian Capital Territory of
          Level 25, 60 Martin Place, Sydney as trust manager in
          relation to the Series[*] WST Trust (the Trust Manager);

      3.  [*] (Note Trustee), which expression shall, wherever the
          context requires, include any other person or company for
          the time being a trustee under this deed or trustees of
          this deed; and

      4.  [*] acting through its office at [*] (the Principal Paying
          Agent), which expression shall wherever the context
          requires, include any successor principal paying agent from
          time to time appointed under the Agency Agreement.
Recitals
--------

       A  The Trustee has resolved at the direction of the Trust
          Manager to issue US$[*] of mortgage backed floating rate
          notes due [*] comprising US$[*] Class A Notes, those Class
          A Notes to be constituted and secured in the manner
          provided in this deed and the other Transaction Documents.

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

IT IS AGREED as follows.

1.   Definitions and Interpretation
--------------------------------------------------------------------------------

1.1  Definitions and Interpretation

     The following definitions apply unless the context requires otherwise.

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

--------------------------------------------------------------------------------
                                                                          Page 1
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

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

     Corporate Trust Office means the principal office of the Note Trustee at
     which at any particular time its corporate trust business is administered,
     which at the date of the execution of this deed is [address], or at such
     other address as the Note Trustee may designate by notice to the Trust
     Manager, Class A Noteholders and the Trustee or the principal corporate
     trust office of any successor Note Trustee.

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

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

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

     (a)  is independent of the Trustee, the Trust Manager, the Servicer, any
          Approved Seller and any of their Associates;

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

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

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

     Issuer Order and Issuer Request means a written order or request signed in
     the name of the Trustee by any one of its Authorised Signatories and
     delivered to the Note Trustee.

     Master Trust Deed means the Master Trust Deed dated 14 February 1997
     between the Trustee and the Trust Manager.

     Note Depository Agreement means the agreement among Trustee, Note Trustee
     and The Depository Trust Company, as the initial Clearing Agency, dated as
     of the Closing Date, relating to the Class A Notes, as the same may be
     amended or supplemented from time to time.

     Noteholders Report means the report to be delivered by the Trust Manager,
     on behalf of the Trustee, in accordance with clause 11.1(1) containing the
     information set out in Schedule 2.

     Officer's Certificate means a certificate signed by any Authorised
     Signatory of the Trustee or the Trust Manager on behalf of the Trustee,
     under the circumstances described in, and otherwise complying with, the
     applicable requirements of section 314 of the TIA.

--------------------------------------------------------------------------------
                                                                          Page 2
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

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

     Paying Agent means any institution, including where the context permits the
     Principal Paying Agent at its office (for so long as required for interest
     under the Class A Notes to be exempt from interest withholding tax under
     section 128F of the Income Tax Assessment Act 1936 (Cth)) outside of
     Australia:

     (a)  initially appointed as Paying Agent by the Trustee under the Agency
          Agreement; or

     (b)  as may, with the prior written approval of, and on terms previously
          approved in writing by, the Note Trustee (that approval not to be
          unreasonably withheld or delayed) from time to time be appointed by
          the Trustee in relation to the Class A Notes,

     in each case (except in the case of the initial Principal Paying Agent)
     where notice of the appointment has been given to the Class A Noteholders
     under this deed and in accordance with Condition 12.

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

     Series Notice means the Series Notice dated [*] between the Trustee, the
     Trust Manager, the Note Trustee, Westpac Banking Corporation and the
     Servicer.

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

     Trust Account means the Collection Account, the US$ Account or any other
     account maintained by or on behalf of the Trustee in relation to the Trust.

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

1.2  Definitions in Master Trust Deed, Series Notice and Conditions

     (a)  Words and expressions which are defined in the Master Trust Deed (as
          amended by the Series Notice), the Series Notice and the Conditions
          (including in each case by reference to another agreement) have the
          same meanings when used in this deed unless the context otherwise
          requires or unless otherwise defined in this deed.

--------------------------------------------------------------------------------
                                                                          Page 3
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

     (b)  No change to the Master Trust Deed or any other document (including
          the order of payment set out in the Series Notice) after the date of
          this deed will change the meaning of terms used in this deed or
          adversely affect the rights of the Note Trustee or any Class A
          Noteholder under this deed unless the Note Trustee has agreed in
          writing to the changes under this deed.

1.3  Incorporation by reference

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

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

     indenture securities means the Class A Notes.

     indenture security holder means an Class A Noteholder.

     indenture to be qualified means the Note Trust Deed.

     indenture trustee or institutional trustee means the Note Trustee.

     obligor on the indenture securities means the Trustee.

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

1.4  Interpretation

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

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

(b)  an Event of Default subsists until it has been waived in writing by the
     Note Trustee;

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

(d)  all references to costs or charges or expenses include any value added tax
     or similar tax charged or chargeable in respect of the charge or expense.

1.5  Determination, statement and certificate sufficient evidence

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

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                                                                          Page 4
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

1.6  Document or agreement

     A reference to:

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

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

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

1.7  Transaction Document

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

1.8  Trustee as trustee

     In this deed, except where provided to the contrary:

     (a)  a reference to the Trustee is a reference to the Trustee in its
          capacity as trustee of the Trust only, and in no other capacity; and

     (b)  a reference to the assets, business, property or undertaking of the
          Trustee is a reference to the assets, business, property or
          undertaking of the Trustee only in the capacity described in paragraph
          (a) above.

1.9  Obligations of the Trustee

     (a)  A reference to the Trustee in each of clauses 3.6 other than the first
          sentence, 5, 11.1(i), 11.1(j), 31.1, 31.5 and 32.1 is a reference to
          the Trust Manager on behalf of the Trustee and, failing action by the
          Trust Manager in accordance with the relevant clause (including any
          requirement to take such action within a specified time), the Trustee.

     (b)  The Trustee shall not be liable for any act or omission by the Trust
          Manager where it is acting on behalf of the Trust Manager under sub-
          paragraph (a).

2.  Payments on Class A Notes
--------------------------------------------------------------------------------
2.1  Principal amount

     The aggregate principal amount of the Class A Notes is limited to US$[*].

2.2  Covenant to repay

     (a)  The Trustee covenants with the Note Trustee that the Trustee will, in
          accordance with the terms of the Class A Notes (including the
          Conditions) and the Transaction Documents (and subject to the terms of
          the Transaction Documents and the Conditions, including clause 29 of
          this deed and Condition 6) on:

--------------------------------------------------------------------------------
                                                                          Page 5
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

          (i)  the Maturity Date of the Class A Notes; or

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

          pay or procure to be paid unconditionally to or to the order of the
          Note Trustee in [US$ in London] for immediate value the principal
          amount of the Class A Notes repayable, or in the case of a partial
          payment of the Class A Notes, the principal amount payable, subject to
          and in accordance with the terms of the Class A Notes (including the
          Conditions).

     (b)  Subject to clause 2.3 and to the terms of the Class A Notes (including
          the Conditions) and the Transaction Documents, until any payment as
          well after as before any judgment or other order of a court of
          competent jurisdiction the Trustee shall pay or procure to be paid
          unconditionally to or to the order of the Note Trustee:

          (i)  any interest, at the respective rates calculated from time to
               time, in accordance with and on the dates provided for in the
               Conditions; and

          (ii) principal payable at the times and in the amounts as may be
               determined in accordance with Condition 5.

     (c)  The Note Trustee shall hold the benefit of the covenant in this clause
          2.2, and all other rights of the Class A Noteholders under the Class A
          Notes, on trust for the benefit of the Class A Noteholders.

2.3  Deemed payment

     (a)  Any payment of principal or interest in respect of Class A Notes to or
          to the account of the Principal Paying Agent in the manner provided in
          clause 3 of the Agency Agreement shall satisfy the covenant in
          relation to the Class A Notes by the Trustee in this clause 2 to the
          extent of that payment.

     (b)  The payment by the Trustee of its payment obligations on each Payment
          Date under the Series Notice and the Conditions to the Principal
          Paying Agent shall be a good discharge to the Trustee.

     (c)  The Trustee shall not be liable for any act or omission or default of
          the Principal Paying Agent under this deed.

2.4  Following Event of Default

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

          (i)  by notice in writing to the Trustee, the Trust Manager, the
               Principal Paying Agent, the other Paying Agents and the Agent
               Bank require the Principal Paying Agent, the other Paying Agents
               and the Agent Bank under the Agency Agreement either:

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

                                                                          Page 6
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

                 (A) (1)  to act as Principal Paying Agent and Paying Agents and
                          Agent Bank respectively of the Note Trustee in
                          relation to payments to be made by or on behalf of the
                          Note Trustee under the provisions of this deed on the
                          terms of the Agency Agreement except that the Note
                          Trustee's liability under any provisions of the Agency
                          Agreement for the indemnification of the Paying Agents
                          and Agent Bank shall be limited to any amount for the
                          time being held by the Note Trustee on the trusts of
                          this deed and which is available to be applied by the
                          Note Trustee under this deed; and

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

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

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

     (b)  The payment by the Trustee of its payment obligations on each Payment
          Date under the Series Notice and the Conditions to the Note Trustee in
          accordance with paragraph (b) shall be a good discharge to the
          Trustee.

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

2.5  Requirements of Paying Agent

     The Trustee will cause each Paying Agent to execute and deliver to the Note
     Trustee an instrument in which that Paying Agent shall agree with the Note
     Trustee, subject to the provisions of this Clause, that such Paying Agent
     shall:

     (a)  hold in trust for the Note Trustee and the Class A Noteholders all
          sums held by that Paying Agent for the payment of principal and
          interest with respect to the Class A Notes until all relevant sums are

--------------------------------------------------------------------------------
                                                                          Page 7
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


          paid to the Note Trustee or the Class A Noteholders or otherwise
          disposed of as provided in this deed; and

     (b)  immediately notify by telex or facsimile the Note Trustee, the
          Trustee, the Security Trustee and the Trust Manager if the full amount
          of any payment of principal or interest required to be made by the
          Series Notice and Conditions in respect of the Class A Notes is not
          unconditionally received by it or to its order in accordance with the
          Agency Agreement.

2.6  Certification

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

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

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

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

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

2.7  Determinations

     If the Trust Manager does not at any time for any reason determine a
     Principal Payment, the Invested Amount, the Stated Amount or the Bond
     Factor applicable to any Class A Notes in accordance with Condition 5(m),
     the Principal Payment, Invested Amount, the Stated Amount and the Bond
     Factor may be determined by the Note Trustee in accordance with Conditions
     5(i) and 5(m) (but based on the information in its possession) and each
     such determination or calculation shall be deemed to have been made by the
     Trust Manager, and the Note Trustee shall have no liability in respect
     thereof other than as a result of the gross negligence or wilful default of
     the Note Trustee.

3.  Form of, Issue of and Duties and Taxes on, Class A Notes
--------------------------------------------------------------------------------

3.1  Issue of Book-Entry Notes

     (a)  The Class A Notes shall on issue be represented by Book-Entry Notes.

-------------------------------------------------------------------------------
                                                                          Page 8
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


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

3.2  Form of Book-Entry Notes

     (a)  The Book-Entry Notes shall be typed in the form or substantially in
          the form set out in schedule 1.

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

     (c)  The Book-Entry Notes shall be in an aggregate principal amount of
          US$[*].

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

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

     (f)  Whenever a notice or other communication to the Class A Noteholders is
          required under this deed, unless and until Definitive Notes shall have
          been issued to Class A Note Owners pursuant to clause 3.3, the Note
          Trustee shall give all such notices and communications specified
          herein to be given to Class A Noteholders to the Clearing Agency, and
          shall have no obligation to the Class A Note Owners.

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                                                                          Page 9
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


     (g)  Unless and until the Definitive Notes have been issued to an Class A
          Note Owner pursuant to clause 3.3:

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

          (ii)   the Note Registrar, the Trustee, the Trust Manager, each Paying
                 Agent and the Note Trustee shall be entitled to deal with the
                 Clearing Agency for all purposes of this deed (including the
                 payment of principal of and interest on the Class A Notes and
                 the giving of instructions or directions hereunder) as the sole
                 holder of the Class A Notes, and shall have no obligation to
                 any Class A Note Owners;

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

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

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

3.3  Definitive Notes

     If:

     (a)  the Trust Manager advises the Principal Paying Agent in writing that
          the Clearing Agency is no longer willing or able properly to discharge
          its responsibilities with respect to the Class A Notes or the Clearing
          Agency or its successor and the Trust Manager is unable to locate a
          qualified successor;

     (b)  the Trustee, at the direction of the Trust Manager (at the Trust
          Manager's option) advises the Principal Paying Agent in writing that
          the book-entry system through the Clearing Agency is or is to be
          terminated; or

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                                                                         Page 10
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


     (c)  after the occurrence of an Event of Default, the Class A Note Owners
          representing beneficial interests aggregating to at least a majority
          of the aggregate Invested Amount of the Class A Notes advise the
          Trustee through the Clearing Agency in writing that the continuation
          of a book entry system through the Clearing Agency is no longer in the
          best interests of the Class A Note Owners,

     then the Principal Paying Agent shall notify all of the appropriate Class A
     Note Owners and the Trustee of the occurrence of any such event and of the
     availability of Definitive Notes to such Class A Note Owners requesting the
     same.  Upon the surrender of the Book-Entry Notes to the Trustee by the
     Clearing Agency, and the delivery by the Clearing Agency of the relevant
     registration instructions to the Trustee, the Trustee (with the assistance
     of the Trust Manager) shall execute and procure the Principal Paying Agent
     to authenticate the Definitive Notes in accordance with the instructions of
     the Clearing Agency.

     The Definitive Notes will be serially numbered and shall be typewritten,
     printed, lithographed or engraved or produced by any combination of these
     methods (with or without steel engraved borders), all as determined by the
     Authorised Signatories executing such Definitive Notes, as evidenced by
     their execution of such Definitive Notes.

     Neither the Note Registrar nor the Trustee shall be liable for any delay in
     delivery of such instructions and may conclusively rely on, and shall be
     protected in relying on, such instructions.

3.4  Stamp and Other Taxes

     The Trustee will pay any stamp and other duties and Taxes payable in
     Australia, the United Kingdom, Belgium, Luxembourg or the United States on
     or in connection with:

     (a)  the execution of the Transaction Documents;

     (b)  the constitution and original issue and delivery of the Class A Notes;
          and

     (c)  any action taken by the Note Trustee or (where permitted under this
          deed so to do), the Clearing Agency, or any Class A Note Owner to
          enforce the provisions of the Class A Notes or the Transaction
          Documents.

3.5  Indemnity for non-issue

     If the Trustee is required to issue, or procure the issue of, Definitive
     Notes following an event specified in clause 3.3 but fails to do so within
     30 days of delivery to the Trustee of the Book-Entry Notes in accordance
     with clause 3.3 then the Trustee shall, subject to clause 29.2, indemnify
     the Note Trustee, the Class A Noteholders and Class A Note Owners, and keep
     them indemnified, against any loss or damage incurred by any of them if the
     amount received by the Note Trustee, the Class A Noteholders or Class A
     Note Owners is less than the amount that would have been received had
     Definitive Notes been issued.  If and for so long as the Trustee discharges
     its obligations under this indemnity, the breach by the Trustee of the
     provisions

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                                                                         Page 11

<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

     of clause 3.3 shall be deemed to be cured. The Trust Manager must promptly
     advise the Trustee if it becomes actually aware of the occurrence of the
     relevant event and the Trustee shall promptly notify the Note Trustee of
     the relevant event.

3.6  Note Register and Note Registrar

     (a)  The Trustee shall keep or cause to be kept the Note Register in which,
          subject to such reasonable regulations as it may prescribe, the
          Trustee shall provide for the registration of the Class A Notes and
          the registration of transfers of Class A Notes. The Note Registrar
          will be responsible for registering Notes and transfers of Class A
          Notes as herein provided. The Trustee may, with the consent of the
          Note Trustee, appoint another person as Note Registrar. Upon any
          resignation or removal of any Note Registrar under the Agency
          Agreement, the Trustee with the assistance of and at the direction of,
          the Trust Manager shall promptly appoint a successor or, if it elects
          not to make such an appointment, assume the duties of the Note
          Registrar.

     (b)  Upon surrender for registration of transfer of any Class A Note at the
          office or agency of the Trustee to be maintained as provided in clause
          11.1, if the requirements of Section 8-401(a) of the Uniform
          Commercial Code of New York (the UCC) are met the Trustee shall
          execute and upon its written request the Principal Paying Agent shall
          authenticate and the Class A Noteholder shall obtain from the Note
          Trustee, in the name of the designated transferee or transferees, one
          or more new Class A Notes, in any authorised denominations, and a like
          aggregate principal amount.

     (c)  At the option of the Class A Noteholder, Class A Notes may be
          exchanged for other Class A Notes in any authorised denominations, and
          a like aggregate principal amount, upon surrender of the Class A Notes
          to be exchanged at such office or agency. Whenever any Class A Notes
          are so surrendered for exchange, if the requirements of Section 8-
          401(a) of the UCC are met the Trustee shall execute and upon its
          written request the Principal Paying Agent shall authenticate and the
          Class A Noteholder shall obtain from the Note Trustee, the Class A
          Notes which the Class A Noteholder making the exchange is entitled to
          receive.

     (d)  Every Class A Note presented or surrendered for registration of
          transfer or exchange shall be (i) duly endorsed by, or be accompanied
          by a written instrument of transfer in a form satisfactory to the Note
          Registrar duly executed by, the Class A Noteholder thereof or such
          Class A Noteholder's attorney duly authorised in writing, with such
          signature guaranteed by an "eligible guarantor institution" meeting
          the requirements of the Note Registrar which requirements include
          membership or participation of Securities Transfer Agents Medallion
          Program (Stamp) or such other "signature guarantee program" as may be
          determined by the Note Registrar in addition to, or in substitution
          for, Stamp, all in accordance with the Exchange Act, and

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                                                                         Page 12

<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

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

     (e)  No Service charge shall be made to an Class A Noteholder for any
          registration of transfer or exchange of Class A Notes, but the Trustee
          may require payment of a sum sufficient to cover any tax or other
          governmental charge that may be imposed in connection with any
          registration of transfer or exchange of Class A Notes.

     (f)  The preceding provisions of this section notwithstanding, the Trustee
          shall not be required to make and the Note Registrar need not register
          transfers or exchanges of Class A Notes selected for redemption or of
          any Class A Note for a period of 30 days preceding the due date for
          any payment with respect to the Class A Note.

4.   Covenant of compliance
--------------------------------------------------------------------------------
     The Trustee covenants with the Note Trustee that it will comply with and
     perform and observe all material provisions of the Transaction Documents
     which are expressed to be binding on it for the benefit of the Note Trustee
     or any Class A Noteholder.  The Conditions shall be binding on the Trustee,
     the Note Trustee and the Class A Noteholders.  The Note Trustee is entitled
     to enforce the obligations of the Trustee under the Class A Notes and the
     Conditions as if the same were set out and contained in this deed (which
     shall be read and construed as one document with the Class A Notes).


5.   Cancellation of Class A Notes
--------------------------------------------------------------------------------

5.1  Cancellation

     The Trustee shall procure that all Class A Notes:

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

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

     shall forthwith be cancelled by or on behalf of the Trustee.

5.2  Records

     The Trustee shall procure that:

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

     (b)  such records shall be made available to the Note Trustee at all
          reasonable times.


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

                                                                         Page 13
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

6.   Enforcement
--------------------------------------------------------------------------------

6.1  Actions following Event of Default

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

     (a)  institute any proceedings against the Trustee which are permitted
          under the Transaction Documents;

     (b)  enforce the security created under the Security Trust Deed (including
          anything set out in clause 8.2 of the Security Trust Deed); and

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

6.2  Evidence of default

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

6.3  Overdue interest

     The rates of interest payable in respect of any Class A Note which has
     become due and repayable in full and which has not been repaid shall be
     calculated at three-monthly intervals, commencing on the expiry of the
     Coupon Period for the Class A Note during which the Class A Note became due
     and repayable in accordance with the provisions of Condition 4 except that
     no notices need be given to Class A Noteholders, in relation to that
     interest.

6.4  Restrictions on enforcement

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

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

          (ii) the Note Trustee is of the opinion, reached after considering at
               any time and from time to time the advice of a merchant bank or
               other financial adviser selected by the Note Trustee,

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                                                                         Page 14
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

               that the cash flow receivable by the Trustee (or the Security
               Trustee under the Security Trust Deed) will not (or that there is
               a significant risk that it will not) be sufficient, having regard
               to any other relevant actual, contingent or prospective
               liabilities of the Trustee, to discharge in full in due course
               all the amounts referred to in paragraph (i).

     (b)  Neither the Note Trustee nor the Security Trustee will be liable for
          any decline in the value, nor any loss realised upon any sale or other
          dispositions made under the Security Trust Deed, of any Mortgaged
          Property or any other property which is charged to the Security
          Trustee by any other person in respect of or relating to the
          obligations of the Trustee or any third party in respect of the
          Trustee or the Class A Notes or relating in any way to the Mortgaged
          Property. Without limitation, neither the Note Trustee nor the
          Security Trustee shall be liable for any such decline or loss directly
          or indirectly arising from its acting, or failing to act, as a
          consequence of an opinion reached by it in good faith based on advice
          received by it in accordance with paragraph (a).

7.   Proceedings
--------------------------------------------------------------------------------

7.1  Acting only on direction

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

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

7.2  Security Trustee acting

     Only the Security Trustee may enforce the provisions of the Security Trust
     Deed and neither the Note Trustee nor any holder of a Class A Note is
     entitled to proceed directly against the Trustee to enforce the performance
     of any of the provisions of the Security Trust Deed, or the Class A Notes
     (including the Conditions).

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                                                                         Page 15

<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

7.3  Note Trustee alone entitled to act

     Only the Note Trustee may:

     (a)  direct the Security Trustee to enforce or otherwise; or

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

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

7.4  Available amounts

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

     (a)  the Trustee will have available to it sufficient cash in the
          Collection Account and sufficient Authorised Investments which will
          mature on or before the relevant Payment Date after making any other
          payments or provisions having priority in order of application under
          the applicable provisions of the Security Trust Deed; or

     (b)  [the Trustee has entered into a legally binding contract with an
          entity either whose long term unsecured and unguaranteed debt is rated
          AA- by S&P, AA- by Fitch and Aa3 by Moody's or whose short term
          unsecured and unguaranteed debt securities are rated A-1 by S&P, F-1
          from Fitch where the entity is Westpac, or F-1+ where the entity is
          not Westpac and P-1 from Moody's to provide sufficient cash on or
          before the relevant Payment Date to enable the Trustee to discharge
          the relevant liabilities.]

7.5  Conflict of interests

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

8.   Notice of Payment
--------------------------------------------------------------------------------
     The Note Trustee shall give notice to the relevant Class A Noteholders in
     accordance with Condition 12 of the day fixed for any payment to them of
     amounts received by the Note Trustee under clause 16 of the Security Trust
     Deed.  Those payments may be made in accordance with Condition 6 as
     appropriate (in the case of Definitive Notes) or in the name of the nominee
     of the Clearing Agency by wire transfer in immediately available funds to
     an account designated by such nominee to the order of the registered holder
     of the Class A Note (in the case of any Book-Entry Note) and payment of
     those amounts by the Note Trustee to the Principal Paying Agent for that
     purpose shall be a good discharge to the Note Trustee.

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                                                                         Page 16

<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

9.   Investment by Note Trustee
--------------------------------------------------------------------------------
     Any amount which, under the trusts of this Deed ought to or may be invested
     by the Note Trustee, may be invested in the name or under the control of
     the Note Trustee in any Authorised Investments and the Note Trustee may at
     any time or times vary any Authorised Investments into other Authorised
     Investments and shall not be responsible for any loss due to depreciation
     in value or otherwise resulting from any Authorised Investments made by it.


10.  Partial Payments
--------------------------------------------------------------------------------
     In the case of Definitive Notes, on any payment of amounts received by or
     on behalf of the Note Trustee under clause 16 of the Security Trust Deed
     (other than the payment in full against surrender of a Definitive Note) the
     Definitive Note in respect of which such payment is made shall be produced
     to the Note Trustee or the Paying Agent by or through whom such payment is
     made and the Note Trustee shall or shall cause the Paying Agent to enface
     on the Definitive Note a memorandum of the amount and the date of payment,
     but the Note Trustee may in any particular case dispense with that
     production and enfacement upon an indemnity being given to the Note Trustee
     by the recipient of the payment as the Note Trustee considers sufficient.


11.  Covenants by the Trustee and Trust Manager
--------------------------------------------------------------------------------

11.1 Covenants by the Trustee and Trust Manager

     Each of the Trustee and the Trust Manager undertakes to the Note Trustee,
     on behalf of the Class A Noteholders as follows in relation to the Trust
     for so long as any of the Class A Notes remain outstanding (except to the
     extent that the Note Trustee otherwise consents).

     (a)  (Master Trust Deed covenants) It will comply with its covenants in
          clause 18, 22 or 29 of the Master Trust Deed (as the case may be).

     (b)  (Transaction Documents):

          (i)  It will ensure that it complies with its material obligations
               under the Transaction Documents.

          (ii) It will use its best endeavours to procure that each other party
               to a Transaction Document complies with and performs its
               obligations under that Transaction Document.

     (c)  (Information) Give to the Note Trustee a copy of any information
          relating to the Trust that the Note Trustee reasonably requests in
          connection with the exercise and performance of its powers and
          obligations under this deed.

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

                                                                         Page 17

<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

     (d)  (Notify Events of Default)

          (i)  It will promptly notify the Note Trustee if, to the knowledge of
               its officers who are responsible for the administration of the
               Trust, it becomes actually aware of the occurrence of an Event of
               Default, Trustee's Default, Servicer Transfer Event, Title
               Perfection Event or Trust Manager's Default including full
               details (to the extent known, without making any enquiry) of that
               Event of Default, Trustee's Default, Servicer Transfer Event,
               Title Perfection Event or Trust Manager's Default (as the case
               may be).

          (ii) The Trustee will confirm to the Note Trustee in writing, on each
               anniversary of this deed:

               (A)  whether or not any Event of Default is subsisting of which
                    it is actually aware; and

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

     (e)  (Listing)  It will use its best endeavours to:

          (i)  obtain and maintain the listing of the Class A Notes on the Stock
               Exchange (including compliance with the continuing obligations
               applicable to the Trustee by virtue of the admission of the Class
               A Notes to the Official List of the Stock Exchange) or, if it is
               unable to do so having used best endeavours, use best endeavours
               to obtain and maintain a quotation or listing of the Class A
               Notes on any other stock exchange or exchanges or securities
               market or markets as the Trust Manager (with the prior written
               approval of the Note Trustee, that approval not to be
               unreasonably withheld or delayed) decides and following that
               quotation or listing enter into a deed supplemental to this Trust
               Deed to effect such consequential amendments to this deed
               necessary to comply with the requirements of any such stock
               exchange or securities market; and

          (ii) procure that there will at all times be furnished to the Stock
               Exchange (or to any other relevant stock exchange or securities
               market) any information which the Stock Exchange or, as the case
               may be, any other such stock exchange or securities market, may
               require to be furnished in accordance with its requirements.

     (f)  (Maintenance of Office or Agency) The Trustee will maintain in the
          [office], an office or agency where Class A Notes may be surrendered
          for registration of transfer or exchange, and where notices and
          demands to or upon the Trustee in respect of the Class A Notes and
          this deed may be served. The Trustee hereby initially appoints the
          Principal Paying Agent to serve as its agent for the foregoing
          purposes. The Principal Paying Agent shall act solely for, and as
          agent of, the Trustee and shall not have any obligations

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

                                                                         Page 18

<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

          towards or relationship or agency or trust with any other person in
          respect of its appointment under this sub-paragraph (f). The Trustee
          will give prompt written notice to the Note Trustee of the location,
          and of any change in the location, of any such office or agency. If at
          any time the Trustee shall fail to maintain any such office or agency
          or shall fail to furnish the Note Trustee with the address thereof,
          such surrenders, notices and demands may be made or served at the
          Corporate Trust Office, and the Trustee hereby appoints the Note
          Trustee as its agent to receive all such surrenders, notices and
          demands.

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

     (h)  (Change to Paying Agents or Agent Bank) It will give notice to the
          Class A Noteholders in accordance with the Agency Agreement and
          Condition 12 of:

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

          (ii)   any change to any Paying Agent's Paying Office (as defined in
                 the Agency Agreement); or

          (iii)  any change to the Agent Bank's Specified Office (as defined in
                 the Agency Agreement).

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

     (j)  (Annual Statement as to Compliance) The Trustee will deliver to the
          Note Trustee, within 120 days after the end of each fiscal year of the
          Trust (commencing on [*]), and otherwise in compliance with the
          requirements of section 314(a)(4) of the TIA, an Officer's Certificate
          stating that:

          (i)  a review of the activities of the Trustee in respect of the Trust
               during such year and of performance under the Transaction
               Documents has been made under supervision of the person signing
               the Officer's Certificate (the Signatory); and

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

          For the purposes of this clause 11.2(j) compliance shall be determined
          without regard to any period of grace or requirement of notice under
          the Transaction Documents.

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                                                                         Page 19

<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

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

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

     (l)  (i)  The Trustee (or the Trust Manager on its behalf) shall deliver to
               the Principal Paying Agent on each Collection Determination Date
               the Noteholders Report for the related Collection Period, with
               written instructions for the Principal Paying Agent to forward
               the Noteholders Report to each Class A Noteholder.

          (ii) Each Noteholder Report shall contain the information set out in
               Schedule 2.


12.  Remuneration of Note Trustee
--------------------------------------------------------------------------------

12.1 Fee

     The Trustee shall pay to the Note Trustee a fee agreed between them.

12.2 Additional Remuneration

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

12.3 Costs, expenses

     (a)  The Trustee shall also reimburse, pay or discharge all reasonable
          costs, charges, liabilities and expenses and any stamp and other Taxes
          or duties paid by the Note Trustee in connection with properly
          undertaking its duties under the Transaction Documents and in
          connection with any legal proceedings brought by the Note Trustee

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Note Trust Deed                                            Allen Allen & Hemsley
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           to enforce any obligation under this deed or the Class A Notes. The
           Note Trustee shall not be reimbursed for any overhead or general
           operating expenses incurred by the Note Trustee.

      (b)  Without prejudice to the right of indemnity by law given to trustees,
           to the extent the Trustee is itself entitled to be indemnified, the
           Trustee indemnifies the Note Trustee and every other person properly
           appointed by it under this deed from and against all liabilities,
           losses, damages, costs, expenses, actions, proceedings, claims and
           demands incurred by or made against it or him in the execution of the
           trusts of this deed or of their powers or in respect of any matter or
           thing done or omitted in any way relating to this deed (other than
           arising from any breach of trust, fraud, wilful default or negligence
           by the Note Trustee or that person).

12.4  Overdue rate

      All sums payable by the Trustee under clause 12.3 shall be payable by the
      Trustee on the next Payment Date in the order set out in the Series Notice
      or (if applicable) the Security Trust Deed and shall carry interest at the
      rate of LIBOR from the due date. Any amount payable shall carry interest
      at that rate from the due date to the date of actual payment.

12.5  Continuing obligation

      Unless otherwise specifically stated in any discharge relating to this
      deed the provisions of this clause shall continue in full force and effect
      notwithstanding such discharge.


13.   Note Trustee
--------------------------------------------------------------------------------

13.1  Preferential Collection of Claims Against Trustee

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

13.2  Duties of Note Trustee

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

      (b)  Except while an Event of Default subsists:

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

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

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

           (i)  this paragraph does not limit the effect of paragraph (a) of
                this clause; and

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

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

13.3  Obligations of Note Trustee

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

13.4  Notice of Defaults

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

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

13.5  Rights of Note Trustee

      (a)  The Note Trustee may conclusively rely on any document believed by it
           to be genuine and to have been signed or presented by the proper
           person. The Note Trustee need not investigate any fact or matter
           stated in the document.

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

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Note Trust Deed                                            Allen Allen & Hemsley
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     (c)  No provision of this deed shall require the Note Trustee to expend or
          risk its own funds or otherwise incur financial liability in the
          performance of any of its duties hereunder or in the exercise of any
          of its rights or powers, if it shall have reasonable grounds to
          believe that repayment of such funds or indemnity satisfactory to it
          against such risk or liability is not assured to it.

     (d)  The Note Trustee shall not be responsible for and makes no
          representation as to the validity or adequacy of this deed or the
          Class A Notes, shall not be accountable for the Trustee's use of the
          proceeds from the Class A Notes, and shall not be responsible for any
          statement of the Trustee in this deed or in any document issued in
          connection with the sale of the Class A Notes or in the Class A Notes.

     (e)  The Note Trustee may in relation to this deed act on the advice or
          opinion of or any information obtained from any lawyer, valuer,
          accountant, banker, broker, credit-rating agency, lead manager or
          other expert whether obtained by the Trustee, the Note Trustee, the
          Trust Manager, the Servicer or otherwise.

     (f)  Any advice, opinion or information including but not limited to
          advice, opinion or information from any lawyer, valuer, accountant,
          banker, broker, credit-rating agency or lead manager, whether obtained
          by the Trustee, the Note Trustee, the Trust Manager, the Servicer or
          otherwise, may be sent or obtained by letter, telex, telegram,
          facsimile transmission or cable and the Note Trustee shall not be
          liable for acting on any such advice, opinion or information
          purporting to be conveyed by any such letter, telex, telegram,
          facsimile transmission or cable although the same shall contain some
          error or shall not be authentic.

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

     (h)  The Note Trustee is at liberty to hold or to place this deed and any
          other documents relating to this deed in any part of the world (other
          than Australia) with any banker or banking company or company whose
          business includes undertaking the safe custody of documents or lawyer
          or firm of lawyers reasonably considered by the Note Trustee to be of
          good repute and neither the Note Trustee nor the Security Trustee
          shall be responsible for or required to insure against any loss
          incurred in connection with any such deposit and may pay all sums
          required to be paid on account of or in respect of any such deposit.

     (i)  The Note Trustee shall not be responsible for the application of the
          proceeds of the issue of any of the Class A Notes by the Trustee or
          any moneys borrowed by the Trustee under any Transaction

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Note Trust Deed                                            Allen Allen & Hemsley
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          Document or the exchange of any Book-Entry Note for any other Book-
          Entry Note or Definitive Note, as the case may be.

     (j)  The Note Trustee shall not be bound to give notice to any person of
          the execution of this deed or any of the Transaction Documents or any
          transaction contemplated hereby or thereby or to take any steps to
          ascertain whether any Event of Default has happened and, until it has
          actual knowledge or express notice to the contrary, the Note Trustee
          is entitled to assume that no Event of Default has happened and that
          the Trustee and each other party to any Relevant Document is observing
          and performing all the obligations on its part contained in the Class
          A Notes and under this deed or, as the case may be, the Security Trust
          Deed or any other Transaction Document to which it is a party.

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

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

     (m)  The Note Trustee shall not (unless and to the extent ordered so to do
          by a court of competent jurisdiction) be required to disclose to any
          Class A Noteholder or any Mortgagee, any confidential financial, price
          sensitive or other information made available to the Note Trustee by
          the Trustee or any other person in connection with the trusts of this
          deed and no Class A Noteholder shall be entitled to take any action to
          obtain from the Note Trustee any such information.

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

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Note Trust Deed                                            Allen Allen & Hemsley
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     (o)  The Note Trustee may certify whether or not any of the events set out
          in paragraphs (b) to (e) of Condition 9 or any breach under clause 8
          of the Security Trust Deed is in its opinion materially prejudicial to
          the interests of the relevant Class A Noteholders and may certify, in
          relation to the event set out in paragraph (a) of Condition 9 in
          relation to any payment of interest on the Class A Notes that the
          Trustee had, on the due date for payment of the amount of interest in
          question, sufficient cash to pay, in accordance with the provisions of
          the Series Notice or the Security Trust Deed, all interest (after
          payment of all sums which are permitted under the Series Notice or the
          Security Trust Deed to be paid in priority to or pari passu with them)
          and that certificate shall be conclusive and binding upon the Trustee,
          the Class A Noteholders. The Note Trustee shall have no liability to
          the Trustee, any Class A Noteholder or any other person in relation to
          any such certificate or in relation to any delay or omission in
          providing certificate. In giving any certificate relating to paragraph
          (a) of Condition 9, the Note Trustee may rely on any determination
          made by any independent accountants of recognised standing in
          Australia and any such determination shall be conclusive and binding
          on the Trustee and the Class A Noteholders.

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

     (q)  The Note Trustee shall not be responsible for recitals, statements,
          warranties or representations of any party contained in any
          Transaction Document or other document entered into in connection with
          it and shall assume its accuracy and correctness and its execution,
          legality, effectiveness, adequacy, genuineness, validity or
          enforceability or admissibility in evidence of that agreement or other
          document or any security constituted by them, and the Note Trustee may
          accept without enquiry, requisition or objection all title as the
          Trustee may have to any of the Mortgaged Property or as any other
          person may have to any other security charged from time to time to the
          Note Trustee and shall not be bound to investigate or make any enquiry
          in the title of the Trustee to any of the Mortgaged Property or the
          title of any other person to any other security charged from time to
          time to the Note Trustee whether or not any default or failure is or
          was known to the Note Trustee or might be, or might have been,
          discovered upon examination inquiry or investigation and whether or
          not capable of remedy. Notwithstanding the generality of the foregoing
          each Class A Noteholder is solely responsible for making

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Note Trust Deed                                            Allen Allen & Hemsley
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          its own independent appraisal of and investigation into the financial
          condition, creditworthiness, condition, affairs, status and nature of
          the Trustee and the Note Trustee shall not at any time have any
          responsibility for the same and no Class A Noteholder shall rely on
          the Note Trustee in that respect.

     (r)  The Note Trustee shall not be liable for any failure, omission or
          defect in or filing or procuring registration or filing of or
          otherwise protecting or perfecting the Security Trust Deed or the
          Mortgaged Property or any other security or failure to call for or
          delivery of documents of title to the Mortgaged Property or any other
          security or to require any further assurances in relation to any
          property or assets comprised in the Mortgaged Property or any other
          security.

     (s)  The Note Trustee shall not be obliged (whether or not directed to do
          so by the Class A Noteholders) to direct the Security Trustee to
          perfect legal title to any Purchased Receivable Security if, in the
          opinion of the Note Trustee, that perfection would or might result in
          the Note Trustee becoming liable to or incurring any obligation to any
          Borrower under a Purchased Receivable Security and, in its opinion,
          there is or would be insufficient cash to discharge, in accordance
          with the provisions of the Security Trust Deed, that liability or
          obligations as and when they arise. Notwithstanding the generality of
          the foregoing, the Note Trustee shall have no responsibility or
          liability for the payment of any fees for the registration of any
          Receivable Security in Australia or for any related legal,
          administrative or other fees, costs and expenses (including, but not
          limited to, any proper disbursements and any value added tax).

     (t)  The Note Trustee shall, as regards all the powers, trusts,
          authorities, duties and discretions vested in it by this deed, the
          Transaction Documents or the Class A Notes (including the Conditions),
          except where expressly provided otherwise have regard to the interests
          of the Class A Noteholders.

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

     (v)  The Note Trustee shall not be responsible for any loss, expense or
          liability occasioned to the Mortgaged Property or any other property
          or in respect of all or any of the moneys which may stand to the
          credit of the Collection Account, from time to time however caused
          (including any bank, broker, depositary, warehouseman or other
          intermediary or any clearing system or its operator acting in
          accordance with or contrary to the terms of any of the Transaction
          Documents or otherwise), unless that loss is occasioned by the wilful
          neglect or misconduct or fraud, or breach of trust of the Note
          Trustee.

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Note Trust Deed                                            Allen Allen & Hemsley
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     (w)  The Note Trustee has no responsibility whatsoever to the Trustee or
          any Class A Noteholder as regards any deficiency or additional
          payment, as the case may be, which might arise because the Note
          Trustee or the Trustee is subject to any Tax in respect of the
          Mortgaged Property, the Security Trust Deed or any other security or
          any income or any proceeds from them.

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

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

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

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

          (iii)   the title, ownership, value, sufficiency or existence of any
                  Land, Mortgaged Property, or any Mortgage Insurance Policy;

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

          (v)     the scope or accuracy of any representations, warranties or
                  statements made by or on behalf of any Borrower in any

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Note Trust Deed                                            Allen Allen & Hemsley
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                  application for any advance or in any Mortgage or Loan or in
                  any document entered into in connection with them;

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

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

          (viii)  the title of the Trustee to any Mortgage, Loan or other
                  Mortgaged Property;

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

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

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

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

          (xiii)  any accounts, books, records or files maintained by any
                  Approved Seller, the Servicer, the Trustee, the Trust Manager
                  or any other person in respect of any of the Mortgages or
                  Loans; or

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Note Trust Deed                                            Allen Allen & Hemsley
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          (xiv)   any other matter or thing relating to or in any way connected
                  with any Mortgage or Loans or any document entered into in
                  connection with them whether or not similar to the above.

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

     (aa) In connection with any proposed modification, waiver, authorisation or
          determination permitted by this deed, the Note Trustee shall not have
          regard to the consequences thereof for individual Class A Noteholders
          resulting from their being for any purpose domiciled or resident in,
          or otherwise connected with, or subject to, the jurisdiction of any
          particular territory.

     (bb) The Note Trustee shall have no responsibility for the maintenance of
          any rating of the Class A Notes by a Designated Rating Agency or any
          other credit-rating agency or any other person.

     (cc) The Note Trustee has no liability whatsoever for any loss, cost,
          damage or expenses directly or indirectly suffered or incurred by the
          Trustee, any Class A Noteholder or any other person as a result of the
          delivery by the Note Trustee of a certificate, or the omission by it
          to deliver a certificate, to the Trustee as to material prejudice
          pursuant to Condition 9 on the basis of an opinion formed by it in
          good faith.

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

     (ee) The Note Trustee acknowledges that the Trust Manager is responsible,
          under the Series Notice, for calculating all amounts referred to in
          clause 6.2 of the Series Notice (other than calculations required to
          be made by the Agent Bank under the Agency Agreement) and the Note
          Trustee has no liability in respect of these calculations other than
          as a result of the negligence, bad faith or wilful default of the Note
          Trustee.

     (ff) The Note Trustee shall not be liable to the Trustee, or any Class A
          Noteholder by reason of having accepted as valid or not having
          rejected any Definitive Note purporting to be such and subsequently
          found to be forged or not authentic and the Note Trustee may call for
          and shall be at liberty to accept and place full reliance on as
          sufficient evidence of the facts stated therein a certificate or
          letter of

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Note Trust Deed                                            Allen Allen & Hemsley
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          confirmation certified as true and accurate and signed on behalf of
          the Common Depositary or any common depositary for them or any person
          as the Note Trustee reasonably considers appropriate, or any form of
          record made by any of them to the effect that at any particular time
          or through any particular period any particular person is, was, or
          will be, shown in its records as entitled to a particular number of
          Class A Notes.

14.  Note Trustee's Liability
--------------------------------------------------------------------------------
     Nothing in this deed shall in any case in which the Note Trustee has failed
     to show the degree of care and diligence required of it as trustee having
     regard to the provisions of this deed conferring on it any powers,
     authorities or discretions exempt the Note Trustee from or indemnify it
     against any liability for breach of trust or any liability which by virtue
     of any rule of law would otherwise attach to it in respect of any wilful
     misconduct, negligence, default, breach of duty or breach of trust of which
     it may be guilty in relation to its duties under this deed.

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

     (b)  If the Note Trustee exercises reasonable care in the selection of a
          delegate under paragraph (a), the Note Trustee shall not be in any way
          responsible for any loss incurred by reason of any misconduct or
          default on the part of any delegate or sub-delegate. The Note Trustee
          must within a reasonable time prior to any delegation or any renewal,
          extension or termination of any delegation give notice of it to the
          Trustee.

16.  Employment of Agent by Note Trustee
--------------------------------------------------------------------------------
     The Note Trustee may in the conduct of the trusts of this deed instead of
     acting personally employ and pay an agent, whether being a lawyer or other
     professional person, to transact or concur in transacting any business and
     to do or concur in doing all acts required to be done in connection with
     the trusts of this deed. If the Note Trustee exercises reasonable care in
     the selection of that agent, the Note Trustee shall not in any way be
     responsible for any loss incurred by reason of any misconduct or default on
     the part of that agent.

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

17.  Note Trustee Contracting with Trustee
--------------------------------------------------------------------------------
     Neither the Note Trustee nor any director or officer of a corporation
     acting as a trustee under this deed, nor the Security Trustee, is by reason
     of its or their fiduciary position in any way precluded from entering into
     or being interested in any contract or financial or other transaction or
     arrangement with the Trustee or any other party to any of the Transaction
     Documents or any person or body corporate associated with the Trustee
     including any contract, transaction or arrangement of a banking or
     insurance nature or any contract, transaction or arrangement in relation to
     the making of loans or the provision of financial facilities to or the
     purchase, placing or underwriting of or subscribing or procuring
     subscriptions for or otherwise acquiring holding or dealing with the Class
     A Notes, or any of them, or any other bonds, stocks, shares, debenture
     stock, debentures, notes or other securities of the Trustee or any other
     party to any of the Transaction Documents or any related person or body
     corporate or from accepting or holding the trusteeship of any other trust
     deed constituting or securing any other securities issued by or relating to
     the Trustee or any other party to any of the Transaction Documents or any
     related person or body corporate or any other office of profit under the
     Trustee or any other party to any of the Transaction Documents or any
     related person or body corporate and shall be entitled to retain and shall
     not be in any way liable to account for any profit made or share of
     brokerage or commission or remuneration or other benefit received or in
     connection with any of those arrangements.

18.  Waiver
--------------------------------------------------------------------------------
     (a)  The Note Trustee may without prejudice to its rights in respect of any
          subsequent breach, condition, event or act from time to time and at
          any time (but only if, and in so far as, in its opinion the interests
          of any of the Class A Noteholders are not materially prejudiced),
          waive or authorise on any terms and subject to any conditions as it
          sees fit and proper:

          (i)    any breach or proposed breach by the Trustee of any of the
                 covenants or provisions contained in this deed or in the Class
                 A Notes (including the Conditions) or any other Transaction
                 Document; or

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

          but the Note Trustee shall not exercise any powers conferred on it by
          this clause in contravention of any express direction given in writing
          by holders of Class A Notes representing at least 75% of the aggregate
          Invested Amount of the Class A Notes or by a request under Condition
          10(d). No direction or request shall affect any waiver, authorisation
          or determination previously given or made.

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

19.  Amendment
--------------------------------------------------------------------------------

19.1  Approval

     The Note Trustee, the Trust Manager and the Trustee may, following giving
     notice to each Designated Rating Agency, by way of supplemental deed alter,
     add to or modify this deed (including this clause 19), the Conditions
     (other than the proviso in clause 33.2 or any provision of this deed or the
     Conditions referred to in that proviso) and this clause or any Transaction
     Document so long as that alteration, addition or modification is:

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

     (b)  in the opinion of the Note Trustee necessary to comply with the
          provisions of any law or regulation or with the requirements of any
          Government Authority;

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

     (d)  in the opinion of the Note Trustee neither materially prejudicial nor
          likely to be prejudicial to the interest of the Class A Noteholders as
          a whole or,

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Note Trust Deed                                            Allen Allen & Hemsley
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      and in the manner, and to the extent, permitted by the Transaction
      Documents.

19.2  Resolution of Class A Noteholders

      Where in the opinion of the Note Trustee a proposed alteration, addition
      or modification to this deed, other than an alteration, addition or
      modification referred to in clause 19.1, is materially prejudicial or
      likely to be materially prejudicial to the interest of Class A Noteholders
      as a whole or any class of Class A Noteholders, or the Note Trustee, the
      Trust Manager and the Trustee may make that alteration, addition or
      modification if sanctioned in writing by holders of at least 75% of the
      aggregate Invested Amount of the Class A Notes.

19.3  Distribution of amendments

      The Trust Manager shall distribute to all Class A Noteholders a memorandum
      setting out the substance of any amendments made under clause 19.1 or 19.2
      under Condition 12 as soon as reasonably practicable after the amendment
      has been made.

19.4  Amendments binding

      Any amendment under this clause is binding on the Class A Noteholders.

19.5  Conformity with TIA

      Every amendment of this deed executed pursuant to this clause 19 shall
      conform to the requirements of the TIA as then in effect so long as this
      deed shall then be qualified under the TIA.

20.   Class A Noteholders
--------------------------------------------------------------------------------

20.1  Absolute Owner

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

      (b)  So long as the Class A Notes, or any of them, are represented by a
           Book-Entry Note, the Trustee, the Trust Manager, the Note Trustee and
           any Paying Agent may treat the person for the time being shown in the
           records of the Clearing Agency as the holder of any Class A Note as
           the absolute owner of that Class A Note and the Trustee, the Trust
           Manager, the Note Trustee and the Paying Agents are not affected by
           any notice to the contrary, but without prejudice to the entitlement
           of the registered holder of the Book-Entry Note to be

________________________________________________________________________________
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          paid principal and interest on the Book-Entry Note in accordance with
          its terms. Such person shall have no claim directly against the
          Trustee in respect of payment due on the Class A Notes for so long as
          the Class A Notes are represented by a Book-Entry Note and the
          relevant obligations of the Trustee will be discharged by payment to
          the registered holder of the Book-Entry Note in respect of each amount
          so paid.

      (c) Any payments by the Trustee to the registered holder of a Book- Entry
          Note or to an owner of an Class A Note under this clause will be a
          good discharge to the Trustee.

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

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

      (f) The principal of each Class A Note shall be payable on each Payment
          Date and the Maturity Date as set forth in the Conditions. The
          Principal Paying Agent shall notify the person in whose name a Class A
          Note is registered at the close of business on the Record Date
          preceding the Payment Date on which the Trustee expects that the final
          instalment of principal of and interest on such Class A Note will be
          paid. Such notice shall be mailed or transmitted by facsimile prior to
          such final Maturity Date and shall specify that such final instalment
          will be payable only upon presentation and surrender of such Class A
          Note and shall specify the place where such Class A Note may be
          presented and surrendered for payment of such instalment. Notices in
          connection with redemptions of Class A Notes shall be mailed to the
          Class A Noteholders as provided in clause 31.4.

20.2  Clearing Agency Certificate

      The Trustee, the Trust Manager and the Note Trustee may call for and shall
      be at liberty to accept and place full reliance on as sufficient evidence
      a

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Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

      certificate or letter or confirmation signed on behalf of any Clearing
      Agency or any form of record made by either of them to the effect that at
      any particular time or throughout any particular period any particular
      person is, was, or will be, shown in its records as entitled to a
      particular interest in a Book-Entry Note.

21.   Currency Indemnity
--------------------------------------------------------------------------------

      Subject to this deed, the Trustee indemnifies the Note Trustee and the
      Class A Noteholders and keeps them indemnified against:

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

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

           (i)  the date (if any) as of which the non-US$ currency equivalent of
                the US$ amounts due or contingently due under this deed (other
                than this clause) or in respect of the relevant Class A Notes is
                calculated for the purposes of any bankruptcy, insolvency or
                liquidation of the Trustee; and

           (ii) the final date for ascertaining the amount of claims in that
                bankruptcy, insolvency or liquidation provided that in that
                bankruptcy, insolvency or liquidation claims are required to be
                made in a currency other than US$.

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

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

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Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

22.   New Note Trustees
--------------------------------------------------------------------------------

22.1  Appointment by Trustee

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

22.2  Appointment by Note Trustee

      (a)  The Note Trustee may, on 30 days prior written notice to the Trustee
           and Trust Manager, appoint any person established or resident in any
           jurisdiction (whether a Trust Corporation or not) to act either as a
           separate note trustee or as a co-note trustee jointly with the Note
           Trustee:

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

           (ii)  for the purposes of conforming to any legal requirements,
                 restrictions or conditions in any jurisdiction in which any
                 particular act or acts is or are to be performed; or

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

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

      (c)  The Note Trustee may remove any person appointed under this clause.
           The reasonable remuneration of any person appointed under this clause
           together with any costs, charges and expenses properly

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Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

           incurred by it in performing its function as note trustee or co-note
           trustee will be costs, charges and expenses incurred by the Note
           Trustee under this deed.

22.3  Notice

      (a)  The Trustee shall notify the Principal Paying Agent and the Class A
           Noteholders of any appointment of a new note trustee or any
           retirement or removal of an existing note trustee of this deed as
           soon as practicable after becoming aware of that appointment,
           retirement or removal.

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

23.   Note Trustee's Retirement and Removal
--------------------------------------------------------------------------------

23.1  Removal by Trustee

      The Trustee (or the Trust Manager on its behalf after advising the
      Trustee) may at any time terminate the appointment of the Note Trustee by
      giving written notice to that effect to each Designated Rating Agency and
      the Note Trustee with effect immediately on that notice, if any of the
      following occurs in relation to the Note Trustee:

      (a)  an Insolvency Event has occurred in relation to the Note Trustee;

      (b)  the Note Trustee has ceased its business;

      (c)  the Note Trustee has failed to remedy, within fourteen days after
           written notice by the Trustee or Trust Manager, any material breach
           of this deed on the part of the Note Trustee; or

      (d)  the Note Trustee fails to satisfy any obligation imposed on it under
           the TIA with respect to the Trust or this deed or comply with clause
           23.6.

23.2  Removal by Class A Noteholders

      The Class A Noteholders may resolve by written consent of the holders of
      at least 75% of the aggregate Invested Amount of Class A Notes to require
      the Trustee (or the Trust Manager on its behalf) to remove the Note
      Trustee or note trustees for the time being of this deed.

23.3  Resignation

      Subject to this clause 23, the Note Trustee may resign its appointment
      under this deed at any time by giving to the Trustee, the Trust Manager
      and each Designated Rating Agency not less than 3 months written notice to
      that effect, which notice shall expire not less than 30 days before nor 30
      days after any due date for payment of any Class A Notes.

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Note Trust Deed                                            Allen Allen & Hemsley
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23.4  Rating Agencies confirmation

      Any resignation or removal of the Note Trustee and appointment of a
      successor note trustee will not become effective until acceptance of the
      appointment by that successor note trustee and confirmation by the
      Designated Rating Agencies that such appointment will not cause a
      downgrading, qualification or withdrawal of the then current ratings of
      the Class A Notes.

23.5  Trust Corporation

      The Trustee undertakes that if the only Note Trustee which is a Trust
      Corporation retires or is removed it will use its best endeavours to
      appoint a new note trustee of this deed which is a Trust Corporation as
      soon as reasonably practicable. The retirement or removal of any Note
      Trustee shall not become effective until a successor Note Trustee which is
      a Trust Corporation is appointed.

23.6  Successor to Note Trustee

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

      (b)  Any corporation:

           (i)   into which the Note Trustee is merged;

           (ii)  with which  the Note Trustee is consolidated;

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

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

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

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Note Trust Deed                                            Allen Allen & Hemsley
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23.7  Eligibility; Disqualification

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

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

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

24.  Note Trustee's Powers Additional
--------------------------------------------------------------------------------

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

25.  Severability of Provisions
--------------------------------------------------------------------------------

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

26.  Notices
--------------------------------------------------------------------------------

26.1  General

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

      (a)  must be in writing;

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

      (c)  will be taken to be duly given or made:

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

           (ii) (in the case of facsimile transmission) on receipt of a
                transmission report confirming successful transmission to the
                number shown in clause 26.2 or any other number notified by the
                recipient to the sender under this clause 26; and

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Note Trust Deed                                            Allen Allen & Hemsley
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           (iii)  (in the case of a telex) on receipt by the sender of the
                  answerback code of the recipient at the end of transmission to
                  the number shown in clause 26.2 or any other number notified
                  by the recipient to the sender under this clause 26,

           but if delivery or receipt is on a day on which business is not
           generally carried on in the place to which the communication is sent
           or is later than 4.00 pm (local time), it will be taken to have been
           duly given or made at the commencement of business on the next day on
           which business is generally carried on in that place.


26.2  Details

      The address, facsimile and telex of each party at the date of this deed
      are as follows:

      The Trustee

      WESTPAC SECURITIES ADMINISTRATION LIMITED

      Level 5, Endeavour House
      50 Pitt Street
      SYDNEY  NSW  2000

      Tel:        612 9260 7010
      Fax:        612 9220 4113

      Attention: Trustee Securitisation Manager

      The Trust Manager

      WESTPAC SECURITISATION MANAGEMENT PTY LIMITED

      Level 6
      60 Martin Place
      SYDNEY  NSW  2000

      Tel:        612 9226 3212
      Fax:        612 9226 1732

      Attention:  Securitisation Trust Manager


      Copy to:    Lewis E Love, Jr
                  C/- Westpac Banking Corporation
                  575 Fifth Avenue
                  39th Floor
                  New York  N.Y.  10023]

      The Principal Paying Agent

      [*]

      Fax:        [*]

      Attention:  [*]

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Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

      The Note Trustee

      [*]

      Fax:         [*]

      Attention:   [*]

27.   Governing Law and Jurisdiction
--------------------------------------------------------------------------------

      This deed is governed by the laws of New South Wales.  Each party submits
      to the non-exclusive jurisdiction of courts exercising jurisdiction there.

28.   Counterparts
--------------------------------------------------------------------------------

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

29.   Limited Recourse
--------------------------------------------------------------------------------

29.1  General

      Clause 33 of the Master Trust Deed applies to the obligations and
      liabilities of the Trustee and the Trust Manager under this deed.

29.2  Liability of Trustee limited to its right to indemnity

      (a)  The Trustee enters into this deed only in its capacity as trustee of
           the Trust and in no other capacity. A liability arising under or in
           connection with this deed or the Trust can be enforced against the
           Trustee only to the extent to which it can be satisfied out of
           property of the 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 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 or the Trust.

      (b)  The parties other than the Trustee may not sue the Trustee in any
           capacity other than as trustee of the Trust or seek the appointment
           of a receiver (except under the Security Trust Deed), or a
           liquidator, an administrator or any similar person to the Trustee or
           prove in any liquidation, administration or arrangements of or
           affecting the Trustee.

      (c)  The provisions of this clause 29 shall not apply to any obligation or
           liability of the Trustee to the extent that it is not satisfied
           because under a Transaction Document or by operation of law there is
           a reduction in the extent of the Trustee's indemnification out of the
           Assets of the Trust as a result of the Trustee's fraud, negligence or
           breach of trust.

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Note Trust Deed                                            Allen Allen & Hemsley
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      (d)  Without affecting any limit or exclusion of liability in relation to
           the duties, powers or obligations under the Transaction Documents of
           any of the Trust Manager, the Servicer, the Currency Swap Providers,
           the Note Trustee, the Principal Paying Agent, the other Paying Agents
           or the Agent Bank (each a Relevant Party), it is acknowledged that
           the Trust Manager, the Servicer, the Currency Swap Providers, the
           Note Trustee, the Principal Paying Agent, the other Paying Agents and
           the Agent Bank (each a Relevant Party) are responsible under this
           deed and the other Transaction Documents for performing a variety of
           obligations relating to the Trust. No act or omission of the Trustee
           (including any related failure to satisfy its obligations under this
           deed) will be considered fraud, negligence or breach of trust of the
           Trustee for the purpose of sub-paragraph (c) to the extent to which
           the act or omission was caused or contributed to by any failure by
           any Relevant Party or any other person who provides services in
           respect of the Trust (other than a person who has been delegated or
           appointed by the Trustee and for whom the Trustee is responsible
           under this deed or the relevant Transaction Documents, but excluding
           any Relevant Party) to fulfil its obligations relating to the Trust
           or by any other act or omission of a Relevant Party or any other
           person who provides services in respect of the Trust (other than a
           person who has been delegated or appointed by the Trustee and for
           whom the Trustee is responsible under this deed or the relevant
           Transaction Documents, but excluding any Relevant Party).

      (e)  No attorney, agent, receiver or receiver and manager appointed in
           accordance with this deed or any other Transaction Documents
           (including a Relevant Party) has authority to act on behalf of the
           Trustee in a way which exposes the Trustee to any personal liability
           and no act or omission of any such person will be considered fraud,
           negligence or breach of trust of the Trustee for the purpose of sub-
           paragraph (c), if the Trustee has exercised reasonable care in the
           selection and supervision of such a person.

29.3  Unrestricted remedies

      Nothing in clause 29.2 limits any party (other than the Trustee) in:

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

      (b)  obtaining declaratory relief; or

      (c)  in relation to its rights under the Security Trust Deed.

29.4  Restricted remedies

      Except as provided in clause 29.3, no Paying Agent shall:

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

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Note Trust Deed                                            Allen Allen & Hemsley
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      (b)  (statutory demand) issue any demand under s459E(1) of the
           Corporations Law (or any analogous provision under any other law)
           against the Trustee;

      (c)  (winding up)  apply for the winding up or dissolution of the Trustee;

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

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

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

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

      or take proceedings for any of the above and each Paying Agent waives its
      rights to make those applications and take those proceedings.

30.   Successor Trustee
--------------------------------------------------------------------------------

      The Note Trustee shall do all things reasonably necessary to enable any
      successor Trustee appointed under clause 24 of the Master Trust Deed to
      become the Trustee under this deed.

31.   Class A Noteholders' Lists and Reports
--------------------------------------------------------------------------------

31.1  Provision of information

      The Trustee will furnish or cause to be furnished to the Note Trustee:

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

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

      provided that so long as:

      (c)  the Note Trustee is the Note Registrar; or

      (d)  the Class A Notes are Book-Entry Notes,

      no such list shall be required to be furnished.

31.2  Preservation of Information; Communications to Class A Noteholders

      (a)  The Note Trustee shall preserve, in as current a form as is
           reasonably practicable, the names and addresses of the Class A
           Noteholders

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                                                                         Page 43
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Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

           contained in the most recent list (if any) furnished to the Note
           Trustee as provided in clause 31.1 and, so long as it continues to
           act as Note Registrar, the names and addresses of Class A Noteholders
           received by the Note Trustee in its capacity as Note Registrar. The
           Trustee may destroy any list furnished to it as provided in such
           clause 31.1 upon receipt of a new list so furnished.

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

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

31.3  Reports by Note Trustee

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

31.4  Notices to Class A Noteholders; Waiver

      Where this deed provides for notice to Class A Noteholders of any event,
      such notice shall be sufficiently given (unless otherwise herein expressly
      provided) if in writing and mailed, first-class, postage prepaid to each
      Class A Noteholder affected by such event, at his or her address as it
      appears on the Note Register, not later than the latest date, and not
      earlier than the earliest date, prescribed for the giving of such notice.
      In any case where notice to Class A Noteholders is given by mail, neither
      the failure to mail such notice nor any defect in any notice so mailed to
      any particular Class A Noteholder shall affect the sufficiency of such
      notice with respect to other Class A Noteholders, and any notice that is
      mailed in the manner herein provided shall conclusively be presumed to
      have been duly given.

      Where this deed provides for notice in any manner, such notice may be
      waived in writing by any person entitled to receive such notice, either
      before or after the event, and such waiver shall be the equivalent of such
      notice. Waivers of notice by Class A Noteholders shall be filed with the
      Note Trustee but such filing shall not be a condition precedent to the
      validity of any action taken in reliance upon such a waiver.

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

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                                                                         Page 44
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Note Trust Deed                                            Allen Allen & Hemsley
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31.5  Reports by Trustee

      The Trustee shall:

      (a)  file with the Note Trustee, within 15 days after the Trustee is
           required to file the same with the Commission, copies of the annual
           reports and of the information, documents and other reports (or
           copies of such portions of any of the foregoing as the Commission may
           from time to time by rules and regulations prescribe) which the
           Trustee may be required to file with the Commission pursuant to
           section 13 or 15(d) of the Securities Exchange Act of 1934, as
           amended;

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

      (c)  supply to the Note Trustee (and the Note Trustee shall transmit by
           mail to all Class A Noteholders described in section 313(c) of the
           TIA) such summaries of any information, documents and reports
           required to be filed by the Trustee pursuant to clauses (a) and (b)
           of this clause 31.5 as may be required by rules and regulations
           prescribed from time to time by the Commission.

32.   Trust Indenture Act - Miscellaneous
--------------------------------------------------------------------------------

32.1  Compliance Certificates and Opinions, etc

      (a)  Upon any application or request by the Trustee to the Note Trustee to
           take any action under any provision of this deed, the Trustee shall
           furnish to the Note Trustee:

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

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

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

      (b)  (i)   Prior to the deposit of any property or securities with the
                 Trustee that is to be made the basis for the release of any
                 property or securities subject to the Security Interest created
                 by the Security Trust Deed, the Trustee shall, in addition to

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                                                                         Page 45
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Note Trust Deed                                           Allen Allen & Hemsley
--------------------------------------------------------------------------------

                 any obligation imposed in clause 32.1(a) or elsewhere in this
                 deed, furnish to the Note Trustee an Officer's Certificate
                 certifying or stating the opinion of each person signing such
                 certificate as to the fair value (within 90 days of such
                 deposit) of the property or securities to be so deposited.

           (ii)  Whenever any property or securities are to be released from the
                 Security Interest created by the Security Trust Deed, the
                 Trustee shall also furnish to the Note Trustee an Officer's
                 Certificate certifying or stating the opinion of each person
                 signing such certificate as to the fair value (within 90 days
                 of such release) of the property or securities proposed to be
                 released and stating that in the opinion of such person the
                 proposed release will not impair the security under the
                 Security Trust Deed in contravention of the provisions of the
                 Security Trust Deed or this deed.

           (iii) Whenever the Trustee is required to furnish to the Note Trustee
                 an Officer's Certificate certifying or stating the opinion of
                 any signer thereof as to the matters described in paragraphs
                 (i) and (ii), the Trustee shall also furnish to the Note
                 Trustee an Independent Certificate as to the same matters if
                 the fair value of the property or securities and of all other
                 property or securities deposited or released from the Security
                 Interest created by the Security Trust Deed since the
                 commencement of the then current calendar year, as set forth in
                 the certificate required by clause (ii) and this clause (iii),
                 equals 10% or more of the Total Invested Amount of the Notes,
                 but such certificate need not be furnished in the case of any
                 release of property or securities if the fair value thereof as
                 set forth in the related Officer's Certificate is less than
                 $25,000 or less than one percent of the then Total Invested
                 Amount of the Notes.

                 Notwithstanding any other provision of this clause, the Trustee
                 may:

                 (A)  collect, liquidate, sell or otherwise dispose of
                      Receivables or other Assets of the Trust as and to the
                      extent permitted or required by the Transaction Documents;
                      and

                 (B)  make cash payments out of the Collection Account or the
                      US$ Account as and to the extent permitted or required by
                      the Transaction Documents.

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

           (i)   a statement that each signatory of such certificate or opinion
                 has read or has caused to be read such covenant or condition
                 and the definitions herein relating thereto;

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                                                                         Page 46
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Note Trust Deed                                           Allen Allen & Hemsley
--------------------------------------------------------------------------------

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

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

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

32.2 Undertaking for Costs

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

     (b)  The provisions of this clause shall not apply to:

          (i)   any suit instituted by the Note Trustee;

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

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

32.3 Exclusion of section 316

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

     (b)  For the purposes of section 316(a)(2) of the TIA in determining
          whether any Class A Noteholders have concurred in any relevant
          direction or consent, Notes owned by the Trustee or by any Associate
          of the Trustee, shall be disregarded, except that for the purposes of
          determining whether the Note Trustee shall be protected in relying on
          any such direction or consent, only Class A Notes which the Note
          Trustee knows are so owned shall be so disregarded.

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                                                                         Page 47
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

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

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

32.5 Conflict with Trust Indenture Act

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

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

33.  Consent of Class A Noteholders
--------------------------------------------------------------------------------

33.1 General

     Except as expressly provided in elsewhere in this deed or in clause 33.2
     below, any action that may be taken by the Class A Noteholders under this
     deed may be taken by registered holders of not less than a majority of the
     aggregate Invested Amount of Class A Notes.

33.2 Special Written Approvals

     (a)  The following matters are only capable of being effected by the
          approval in writing of holders of at least 75% of the aggregate
          Invested Amount of the Class A Notes, namely:

          (i)   modification of the date fixed for final maturity of the Class A
                Notes;

          (ii)  reduction or cancellation of the principal payable on the Class
                A Notes or any alteration of the date or priority of redemption
                of the Class A Notes;

          (iii) alteration of the amount of interest payable on any class of the
                Class A Notes or modification of the method of calculating the
                amount of interest payable on the Class A Notes or modification
                of the date of payment of or interest payable on the Class A
                Notes;

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                                                                         Page 48
<PAGE>

Note Trust Deed                                              Allen Allen Hemsley
--------------------------------------------------------------------------------

          (iv)   alteration of the currency in which payments under the Class A
                 Notes are to be made;

          (v)    altering the required percentage of aggregate Invested Amount
                 required to consent or take any action of the Class A Notes;

          (vi)   alteration of this sub-paragraph.

     (b)  Subject to paragraph (c) the Noteholders shall in addition to the
          powers given under this deed have the following powers if approval is
          given by holders of at least 75% of the aggregate Invested Amount of
          the Class A Notes:

          (i)    power to sanction any compromise or arrangement proposed to be
                 made between the Trustee and the Class A Noteholders;

          (ii)   power to sanction any abrogation, modification, compromise or
                 arrangement in respect of the rights of the Class A Noteholders
                 or the Class B Noteholders, as the case may be, against the
                 Trustee or against any of its property or against any other
                 person whether such rights shall arise under these presents,
                 any of the Notes or otherwise;

          (iii)  power to assent to any modification of the provisions contained
                 in these presents, the Class A Notes (including the Conditions)
                 or the provisions of any of the Relevant Documents which shall
                 be proposed by the Trustee or the Note Trustee;

          (iv)   power to give any authority or sanction which under the
                 provisions of these presents or the Class A Notes (including
                 the Conditions) is required to be given by, in writing by
                 holders of at least 75% of the aggregate Invested Amount of the
                 Class A Notes;

          (v)    power to approve of a person to be appointed a trustee and
                 power to remove any trustee or trustees for the time being
                 under this deed;

          (vi)   power to discharge or exonerate the Note Trustee from all
                 liability in respect of any act or omission for which the Note
                 Trustee may have become responsible under this deed or under
                 the Class A Notes;

          (vii)  power to authorise the Note Trustee to concur in and execute
                 and do all such deeds, instruments, acts and things as may be
                 necessary to carry out and give effect to the approval in
                 writing by holders of at least 75% of the aggregate Invested
                 Amount of the Class A Notes;

          (viii) power to sanction any scheme or proposal for the exchange or
                 sale of the Class A Notes for, or the conversion of the Class A
                 Notes into, or the cancellation of the Class A Notes in
                 consideration of shares, stock, notes, bonds' debentures,
                 debenture stock and/or other obligations and/or securities of

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                                                                         Page 49
<PAGE>

Note Trust Deed                                           Allen Allen & Hemsley
-------------------------------------------------------------------------------

                 the Trustee or of any other company formed or to be formed, or
                 for or into or in consideration of cash, or partly for or into
                 or in consideration of such shares, stock, notes, bonds,
                 debenture stock and/or other obligations and/or securities as
                 aforesaid and partly for or into or in consideration of cash.

33.3  Requirement for writing

      Except as expressly provided elsewhere in this deed, all notices and
      consents from Class A Noteholders and Class A Note Owners shall be
      delivered in writing. Any solicitation of such notices or consent shall be
      in writing and be delivered by the Trustee, Trust Manager or Note Trustee,
      as applicable, seeking such notice or consent form the Class A Noteholders
      or Class A Note Owners to the Principal Paying Agent, who shall deliver
      the foregoing to the appropriate Class A Noteholders or Class A Note
      Owners. With respect to any solicitation of approval of Class A
      Noteholders, the record date for determining Class A Noteholders with
      respect to such solicitation shall be the date upon which the Principal
      Paying Agent distributes such notices or solicitation to the Class A
      Noteholders.

EXECUTED as a deed in New York.

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


TRUSTEE

SIGNED SEALED and DELIVERED)
on behalf of               )
WESTPAC SECURITIES         )
ADMINISTRATION LIMITED
by its attorney            )
in the presence of:        )   ________________________
                               Signature


____________________________   ________________________
Witness                        Print name


____________________________
Print name

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                                                                         Page 50
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

TRUST MANAGER

SIGNED SEALED and DELIVERED)
on behalf of               )
WESTPAC SECURITISATION     )
MANAGEMENT PTY LIMITED
by its attorney            )
in the presence of:        ) ________________________
                             Signature


___________________________  ________________________
Witness                      Print name

___________________________
Print name


NOTE TRUSTEE

SIGNED SEALED and DELIVERED)
on behalf of               )
[*]                        )
by its attorney            )
in the presence of:        ) ________________________
                             Signature


___________________________  ________________________
Witness                      Print name

___________________________
Print name


PRINCIPAL PAYING AGENT

SIGNED SEALED and DELIVERED)
on behalf of               )
[*]                        )
by its attorney            )
in the presence of:        ) ________________________
                             Signature


___________________________  ________________________
Witness                      Print name

___________________________
Print name

--------------------------------------------------------------------------------
                                                                         Page 51
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

SCHEDULE 1

Form Of Book-Entry Note
--------------------------------------------------------------------------------

REGISTERED                          CUSIP No
No. R-                              ISIN No.
                                    Common Code

Unless this Note is presented by an authorised representative of The Depository
Trust Company, a New York corporation (DTC), to the Issuer or its agent for
registration of transfer, exchange or payment, and any Note issued is registered
in the name of Cede & Co. or in such other name as is requested by an authorised
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorised representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                   WESTPAC SECURITIES ADMINISTRATION LIMITED
                               (ACN 000 049 472)

  (a limited liability company incorporated under the law of New South Wales,
                                  Australia)

            in its capacity as trustee of the Series [*] WST Trust

                                BOOK-ENTRY NOTE

                                 representing

                                 US$[number]**

              Class A Mortgage Backed Floating Rate Notes Due [*]

This Note is a Book-Entry Note without principal or interest in respect of a
duly authorised issue of Notes of Westpac Securities Administration Limited in
its capacity as trustee of the Series [*] WST Trust (the "Trust") (the
"Issuer"), designated as specified in the title above (the "Notes"), in an
initial aggregate principal amount of

                       [          ]** (US$ [        ])**

and (a) constituted by a Master Trust Deed (the "Master Trust Deed") dated 14
February 1997 between the Issuer and The Mortgage Company Pty Limited (ACN 070
968 302), by a Series Notice (the "Series Notice") dated [*] between (among
others) the Issuer, [*] (the note trustee for the time being referred to as the
"Note Trustee") as trustee for the holders for the time being of the Class A
Notes (the

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                                                                         Page 52
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

"Class A Noteholders") and Westpac Securitisation Management Pty Limited (ACN
081 709 211) (the "Trust Manager"), and by these Conditions; (b) issued subject
to a Note Trust Deed dated [*] (the "Note Trust Deed") between the Issuer, the
Trust Manager and the Note Trustee; and (c) secured by a Security Trust Deed
(the "Security Trust Deed") dated [*] between the Issuer, the Trust Manager, the
Note Trustee and Perpetual Trustee Company Limited (ACN 000 001 007) (the
"Security Trustee", which expression shall include its successor for the time
being as security trustee under the Security Trust Deed). References to the
Conditions (or to any particular numbered Condition) shall be to the Terms and
Conditions of the Class A Notes set out in Schedule 3 to the Note Trust Deed but
with the deletion of those provisions which are applicable only to Class A Notes
in definitive form. Terms and expressions defined in the Note Trust Deed and the
Conditions shall, save as expressly stated otherwise, bear the same meanings
when used herein.

If the Issuer is obliged to issue Definitive Notes under Clause 3.3 of the Note
Trust Deed this Book-Entry Note will be exchangeable in whole at the offices of
the Principal Paying Agent at [*] (or such other place outside Australia and any
of its respective territories and possessions and other areas subject to
jurisdictions as the Note Trustee may agree) for Definitive Notes and the Issuer
shall execute and procure that the Principal Paying Agent authenticates and
delivers in full exchange for this Book-Entry Note, Definitive Notes in
aggregate principal amount equal to the Amount of all Class A Notes represented
by this Book-Entry Note.  The Issuer is not obliged to issue Definitive Notes
until 30 days after the occurrence of an event set out in clause 3.3 of the Note
Trust Deed.

The Issuer, in its capacity as trustee of the Trust, subject to this Book-Entry
Note and subject to and in accordance with the Conditions and the Note Trust
Deed promises to pay to Cede & Co., or registered assigns of this Book-Entry
Note the principal sum of US$[words]** (US$[number])** or such lesser amount as
may from time to time be represented by this Book-Entry Note (or such part of
that amount as may become repayable under the Conditions, the Series Notice and
the Note Trust Deed) on such date(s) that principal sum (or any part of it)
becomes repayable in accordance with the Conditions, the Series Notice and the
Note Trust Deed and to pay interest in arrear on each Payment Date (as defined
in Condition 4) on the Invested Amount (as defined in Condition 5(a)) of this
Book-Entry Note at rates determined in accordance with Condition 4 and all
subject to and in accordance with the certification requirements described in
this Book-Entry Note, the Conditions, the Series Notice and the Note Trust Deed,
which shall be binding on the registered holder of this Book-Entry Note (as if
references in the Conditions to the Notes and the Noteholders were references to
this Book-Entry Note and the registered holder of this Book-Entry Note
respectively and as if the same had been set out in this Book-Entry Note in full
with all necessary changes, except as otherwise provided in this Book-Entry
Note).

Payments of interest on this Note due and payable on each Payment Date, together
with the instalment of principal, if any, shall be payable to the nominee of the
Common Depositary (initially, such nominee to be Cede & Co.).  No payment of
interest or principal may be made by the Issuer or any Paying Agent in the
Commonwealth of Australia or its possessions or into a bank account or to an
address in the Commonwealth of Australia.  Each of the persons appearing from
time to time in the records of DTC, as the holder of a beneficial interest in a
Class A Note will be entitled to receive any payment so made in respect of that
Class A Note

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                                                                         Page 53
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Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

in accordance with the respective rules and procedures of DTC. Such persons will
have no claim directly against the Issuer in respect of payments due on the
Class A Notes which must be made by the holder of this Book-Entry Note, for so
long as this Book-Entry Note is outstanding.

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

If the Issuer is obliged to issue Definitive Notes under Clause 3.3 of the Note
Trust Deed, the Book-Entry Notes will be surrendered to the Trustee by the
Clearing Agency and the Clearing Agency will deliver the relevant registration
instructions to the Trustee.  Definitive Notes shall be executed by the Trustee
and authenticated by the Principal Paying Agent and delivered as per the
instructions of the Clearing Agency.

The Definitive Notes to be issued on that exchange will be in registered form
each in the denomination of US$100,000 or integral multiples thereof.  If the
Issuer fails to meet its obligations to issue Definitive Notes, this shall be
without prejudice to the Issuer's obligations with respect to the Notes under
the Note Trust Deed, the Master Trust Deed, the Series Notice and this Book-
Entry Note.

On an exchange of this Book-Entry Note, this Book-Entry Note shall be
surrendered to the Principal Paying Agent.

This Book-Entry Note shall not become valid for any purpose unless and until the
Certificate of Authentication attached has been signed by an Authorised
Signatory of the Principal Paying Agent (as defined in the Series Notice).

This Book-Entry Note is governed by, and shall be construed in accordance with,
the laws of New South Wales, Australia.

IN WITNESS the Issuer has caused this Book-Entry Note to be signed [manually/in
facsimile] by a person duly authorised on its behalf

WESTPAC SECURITIES ADMINISTRATION LIMITED


By: _________________________
    Authorised Signatory

IMPORTANT NOTES:

(a) The Class A Notes do not represent deposits or other liabilities of Westpac
    Banking Corporation, ARBN 007 457 141 ("Westpac") or associates of Westpac.

(b) The holding of Class A Notes is subject to investment risk, including
    possible delays in repayment and loss of income and principal invested.

(c) Neither Westpac nor any associate of Westpac in any way stands behind the
    capital value and/or performance of the Class A Notes or the assets of the
    Trust except to the limited extent provided in the Series Notice, the Master
    Trust Deed, the Note Trust Deed and the other documents for the Trust.

--------------------------------------------------------------------------------
                                                                         Page 54
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

(d)  None of Westpac, the Issuer, The Mortgage Company Pty Limited as servicer
     on behalf of the Issuer (the "Servicer") or the Trust Manager guarantees
     the payment of interest or the repayment of principal due on the Class A
     Notes.

(e)  None of the obligations of the Issuer or the Trust Manager are guaranteed
     in any way by Westpac or any associate of Westpac.

(f)  The Issuer's liability to make payments in respect of the Class A Notes is
     limited to its right of indemnity from the assets of Trust from time to
     time available to make such payments under the Master Trust Deed and Series
     Notice.  All claims against the Issuer in relation to the Class A Notes can
     be enforced against the Issuer only to the extent to which it can be
     satisfied out of the assets of the Trust out of which the Issuer is
     actually indemnified for the liability except in the case of (and to the
     extent of) any fraud, negligence or breach of trust on the part of the
     Issuer.

(g)  The Noteholder is required to accept any distribution of moneys under the
     Security Trust Deed in full and final satisfaction of all moneys owing to
     it, and any debt represented by any shortfall that exists after any such
     final distribution is extinguished.

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                                                                         Page 55
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

                         CERTIFICATE OF AUTHENTICATION

This Book-Entry Note is authenticated by [*] and until so authenticated shall
not be valid for any purpose.

[*]
as Principal Paying Agent

--------------------------------------------------------------------------------
                                                                         Page 56
<PAGE>

Note Trust Deed                                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

Assignment
--------------------------------------------------------------------------------
Social Security or taxpayer I.D. or other identifying number of assignee


--------------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


--------------------------------------------------------------------------------
                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints

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

attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated: ____________                     _________________________
                                        Signature Guaranteed:


Dated: ____________                     _________________________

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


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

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Note Trust Deed                                           Allen Allen  & Hemsley
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SCHEDULE 2

Information to be contained in Noteholder's Report
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(i)     the Invested Amount and the Stated Amount of each Class of Notes;

(ii)    the Interest Payments and principal distributions on each Class of
        Notes;

(iii)   the Available Income;

(iv)    the Total Available Funds;

(v)     the aggregate of all Redraws made during that Collection Period;

(vi)    the Redraw Shortfall;

(vii)   the Subordinated Percentage;

(viii)  the Initial Subordinated Percentage;

(ix)    the Payment Shortfall (if any);

(x)     the Principal Draw (if any) for that Collection Period, together with
        all Principal Draws made before the start of that Collection Period and
        not repaid;

(xi)    the Gross Principal Collections;

(xii)   the Principal Collections;

(xiii)  the Liquidity Shortfall (if any);

(xiv)   the Remaining Liquidity Shortfall (if any);

(xv)    the Principal Charge Off (if any);

(xvi)   the Class A Percentage and the Class B Percentage;

(xvii)  the Class A Bond Factor, the Class B Bond Factor, the RFS Class A Bond
        Factor and the RFS Bond Factor for each RFS Series (The "Bond Factor"
        with respect to a Class of Notes is the Initial Invested Amount of such
        Class less all principal payments on such Class divided by the Initial
        Invested Amount of such Class);

(xviii) the Class A Charge Offs, the Class B Charge Offs, the RFS Class A
        Charge Offs, the RFS Charge Offs and the Redraw Charge Offs (if any);

(xix)   all Carryover Charge Offs (if any);

(xx)    if required, the Threshold Rate at that Collection Determination Date;

(xxi)   the Quarterly Percentage;

(xxii)  LIBOR, as at the first day of the related Interest Period ending
        immediately after that Collection Determination Date as calculated by
        the Agent Bank;

(xxiii) scheduled and unscheduled payments of principal on the Housing Loans;

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Note Trust Deed                                            Allen Allen & Hemsley
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(xxiv) aggregate Balances Outstanding of Fixed Rate Housing Loans and aggregate
       Balances Outstanding of Variable Rate Housing Loans; and

(xxv)  delinquency statistics with respect to the Housing Loans.

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