<PAGE>

                                                                     Exhibit 4.4


                                           Very Final Draft dated: 27 March 2001
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The Bank of New York, New York Branch
Class A-1 Note Trustee

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

Perpetual Trustee Company Limited
ABN 42 000 001 007
Issuer

Series [        ] Medallion Trust
Class A-1 Note Trust Deed

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

            Sydney o Melbourne o Brisbane o Perth o Canberra o Darwin

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

<PAGE>

Trust Indenture Act - Cross Reference Table

This Cross Reference Table does not, for any purpose, form part of this Class
A-1 Note Trust Deed. "N.A." means not applicable.

Trust indenture act section              Clause Reference
310 (a) (1)                              5.3(h), 9.7, 14.2, 14.3, 14.4
    (a) (2)                              9.7
    (a) (3)                              13.2
    (a) (4)                              N.A.
    (a) (5)                              14.10
    (b)                                  9.7(c), 14.11
    (c)                                  N.A.
311 (a)                                  9.6
    (b)                                  9.6
    (c)                                  N.A.
312 (a)                                  4.2(a), 4.2(b)
    (b)                                  4.2(b)
    (c)                                  4.2(c)
313 (a)                                  16.1
    (b)(1)                               16.1
    (b)(2)                               16.1, 21.3
    (c)                                  16.1
    (d)                                  16.1
314 (a)(1)                               16.2(a)
    (a)(2)                               16.2(b)
    (a)(3)                               16.2(c)
    (a)(4)                               6.3(c)
    (b)                                  6.3(i)
    (c)                                  19.1(a)
    (d)                                  19.1(b)
    (e)                                  19.1(c)
    (f)                                  N.A.
315 (a)                                  9.2
    (b)                                  7.1(a)
    (c)                                  9.3
    (d)                                  9.5, 8.1(e)
    (e)                                  19.2
316 (a)(1)                               19.3(a)
    (a)(2)                               15.2
    (b)                                  19.4
    (c)                                  21.4
317 (a)(1)                               7.3
    (a)(2)                               7.3
    (b)                                  6.3(l)
318 (a)                                  19.5


                                                                               i

<PAGE>

                               Table of Contents

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

     1.1       Definitions ................................................    1
     1.2       Series Supplement and Master Trust Deed definitions ........    4
     1.3       Interpretation .............................................    4
     1.4       Issuer's capacity ..........................................    7
     1.5       Benefit of Covenants under this Deed .......................    7
     1.6       Obligations several ........................................    7
     1.7       Incorporated definitions and other provisions ..............    7
     1.8       Interpretation of provisions incorporated from TIA .........    7

2.   The Class A-1 Trust ..................................................    8

     2.1       Appointment of Class A-1 Note Trustee ......................    8
     2.2       Declaration of Class A-1 Trust .............................    8
     2.3       Duration of Class A-1 Trust ................................    8
     2.4       Benefit of Class A-1 Trust .................................    8
     2.5       Interested persons bound ...................................    8

3.   Amount, form and issue of Class A-1 Notes ............................    9

     3.1       Aggregate amount and denomination ..........................    9
     3.2       Description and Form of Class A-1 Notes ....................    9
     3.3       Initial Issue as Book-Entry Notes ..........................    9
     3.4       Issue of Class A-1 Definitive Notes ........................   10
     3.5       Indemnity for non-issue of Class A-1 Definitive Notes ......   11

4.   Class A-1 Note Register ..............................................   11

     4.1       Maintenance of Class A-1 Note Registrar ....................   11
     4.2       Provision of Class A-1 Noteholder Information ..............   11
     4.3       Class A-1 Note Register conclusive .........................   12

5.   Representations and warranties .......................................   12

     5.1       By the Issuer ..............................................   12
     5.2       By the Manager .............................................   13
     5.3       By the Class A-1 Note Trustee ..............................   14

6.   Covenants by Issuer and Manager ......................................   14

     6.1       Covenant to Pay ............................................   14
     6.2       Covenant of Compliance .....................................   15
     6.3       Other covenants ............................................   15
     6.4       Covenants between Issuer and Manager .......................   17

7.   Enforcement ..........................................................   18

     7.1       Notice Following an Event of Default or
                 Potential Event of Default ...............................   18
     7.2       Restrictions on enforcement ................................   18
     7.3       Class A-1 Note Trustee may enforce .........................   19
     7.4       Class A-1 Note Trustee alone may enforce ...................   19

8.   Class A-1 Note Trustee's powers, protections etc .....................   20

     8.1       Class A-1 Note Trustee's additional powers, protections, etc   20
     8.2       Waivers ....................................................   25
     8.3       Class A-1 Note Trustee's liability .........................   26
     8.4       Dealings with Series Trust .................................   26
     8.5       Delegation of duties of Class A-1 Note Trustee .............   27


                                                                              ii

<PAGE>

     8.6       Related Body Corporate of the Class A-1 Note Trustee .......   27

9.   Duties of the Class A-1 Note Trustee .................................   27

     9.1       Class A-1 Note Trustee's general duties ....................   27
     9.2       Duties of the Class A-1 Note Trustee prior
                 to Event of Default ......................................   27
     9.3       Duties of the Class A-1 Note Trustee
                 following an Event of Default ............................   28
     9.4       Certain limitations of liability where acting
                 in good faith ............................................   28
     9.5       Class A-1 Note Trustee not relieved of liability
                 for negligence etc .......................................   28
     9.6       Preferred collection of claims against Issuer ..............   28
     9.7       Compliance with Section 310 of TIA .........................   28
     9.8       Voting at meetings under Master Trust Deed
                 or Security Trust Deed ...................................   28
     9.9       Transaction Documents ......................................   29

10.  Application of moneys ................................................   29

     10.1      Moneys received ............................................   29
     10.2      Investment of moneys held ..................................   29

11.  Continuing security and releases .....................................   29

     11.1      Issuer's liability not affected ............................   29
     11.2      Waiver by Issuer ...........................................   30

12.  Remuneration and expenses of Class A-1 Note Trustee ..................   30

     12.1      Payment of fee .............................................   30
     12.2      Payment of expenses ........................................   30
     12.3      Additional duties ..........................................   30
     12.4      Dispute as to additional duties ............................   31
     12.5      Currency and VAT ...........................................   31
     12.6      No other fees or expenses ..................................   31
     12.7      Issuer personally liable for fees ..........................   31
     12.8      Timing of payments .........................................   31
     12.9      Non-discharge ..............................................   31

13.  Additional Class A-1 Note Trustees ...................................   32

     13.1      Appointment and removal ....................................   32
     13.2      Joint exercise of powers ...................................   32
     13.3      Notice .....................................................   32

14.  Retirement or removal of Class A-1 Note Trustee ......................   33

     14.1      Retirement of Class A-1 Note Trustee .......................   33
     14.2      Removal by Manager .........................................   33
     14.3      Class A-1 Note Trustee may retire ..........................   33
     14.4      Appointment of Substitute Class A-1 Note
                 Trustee by Class A-1 Noteholders .........................   34
     14.5      Release of Class A-1 Note Trustee ..........................   34
     14.6      Vesting of Class A-1 Trust Fund in Substitute
                 Class A-1 Note Trustee ...................................   34
     14.7      Substitute Class A-1 Note Trustee to Execute Deed ..........   34
     14.8      Rating Agencies Advised ....................................   34
     14.9      Retention of Lien ..........................................   35
     14.10     Issuer and Manager Cannot be Appointed .....................   35
     14.11     No Limitation of TIA .......................................   35


                                                                             iii

<PAGE>

15.  Amendment ............................................................   35

     15.1      Amendment by Class A-1 Note Trustee ........................   35
     15.2      Amendments Requiring Consent of all Class A-1 Noteholders ..   36
     15.3      Compliance with TIA ........................................   36
     15.4      No Rating Agency downgrade .................................   36
     15.5      Distribution of amendments .................................   36
     15.6      Amendments binding on Class A-1 Noteholders ................   36

16.  Reports ..............................................................   36

     16.1      Reports by Class A-1 Note Trustee ..........................   36
     16.2      Reports by Issuer ..........................................   37
     16.3      Restricted securities ......................................   37

17.  Currency indemnity ...................................................   38

     17.1      Improper currency receipts .................................   38
     17.2      Currency indemnity .........................................   38
     17.3      Failure to pay proper currency .............................   38

18.  Expenses and stamp duties ............................................   38

     18.1      Expenses ...................................................   38
     18.2      Stamp duties and other taxes ...............................   39

19.  Trust Indenture Act ..................................................   39

     19.1      Certificates and opinions ..................................   39
     19.2      Undertaking for costs ......................................   40
     19.3      Exclusion of section 316(a)(1) .............................   41
     19.4      Unconditional rights of Class A Noteholders to
                 receive principal and interest ...........................   41
     19.5      Conflict with Trust Indenture Act ..........................   41

20.  Governing law and jurisdiction .......................................   41

     20.1      Governing law ..............................................   41
     20.2      Jurisdiction ...............................................   41

21.  Notices ..............................................................   42

     21.1      Method of delivery .........................................   42
     21.2      Deemed receipt .............................................   42
     21.3      Notices to Class A-1 Noteholders ...........................   42
     21.4      Notices from Class A-1 Noteholders .........................   42
     21.5      Issuer and Manager .........................................   43

22.  Issuer's limited liability ...........................................   43

     22.1      Limitation on Issuer's Liability ...........................   43
     22.2      Claims against Issuer ......................................   43
     22.3      Breach of trust ............................................   44
     22.4      Acts or omissions ..........................................   44
     22.5      No authority ...............................................   44
     22.6      No obligation ..............................................   44

23.  Miscellaneous ........................................................   44

     23.1      Assignment by Issuer .......................................   44
     23.2      Assignment by Manager ......................................   44
     23.3      Assignment by Class A-1 Note Trustee .......................   44
     23.4      Certificate of Class A-1 Note Trustee ......................   45
     23.5      Continuing obligation ......................................   45


                                                                              iv

<PAGE>

     23.6      Settlement conditional .....................................   45
     23.7      Interest on judgment .......................................   45
     23.8      Severability of provisions .................................   45
     23.9      Remedies cumulative ........................................   45
     23.10     Waiver .....................................................   45
     23.11     Written waiver, consent and approval .......................   46
     23.12     Time of essence ............................................   46
     23.13     Moratorium legislation .....................................   46
     23.14     Binding on each signatory ..................................   46
     23.15     Counterparts ...............................................   46

Schedule 1 Form of Class A-1 Note .........................................   48

Schedule 2 Form of Class A-1 Note Conditions ..............................   53


                                                                               v

<PAGE>

This Class A-1 Note Trust Deed made at Sydney on [        ]

Parties     The Bank of New York, New York Branch, a New York banking
            corporation acting through its New York Branch at 101 Barclay
            Street, 21W, New York, New York, 10286 (hereinafter included in the
            expression the "Class A-1 Note Trustee")

            Securitisation Advisory Services Pty. Limited, ABN 88 064 133 946, a
            company incorporated in the State of New South Wales and having an
            office at Level 8, 48 Martin Place, Sydney, Australia (hereinafter
            included by incorporation in the expression the "Manager")

            Perpetual Trustee Company Limited, ABN 42 000 001 007, a company
            incorporated in the State of New South Wales and having an office at
            Level 3, 39 Hunter Street, Sydney, Australia in its capacity as
            trustee of the Series Trust (as hereinafter defined) (hereinafter
            included in the expression the "Issuer")

Recitals

A.    The Issuer is the trustee, and the Manager is the manager, of the Series
      Trust.

B.    The Issuer proposes to issue, at the direction of the Manager, securities,
      including the Class A-1 Notes to be constituted, issued and authenticated
      pursuant to this Deed.

C.    The Class A-1 Note Trustee has agreed to act as trustee for the benefit of
      the Class A-1 Noteholders on the terms of this Deed.

D.    This Deed is an indenture qualified under, and subject to the mandatory
      provisions of, the Trust Indenture Act 1939 of the United States of
      America, which are incorporated by reference in and made part of this
      Deed.

This deed provides

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

1.1   Definitions

      In this Deed, unless the contrary intention appears:

      "Additional Note Trustee" means each person from time to time appointed
      under clause 13.1 to act as a co-trustee with the Class A-1 Note Trustee.

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

      "Authorised Officer" means:

      (a)   in relation to the Class A-1 Note Trustee, a responsible officer of
            the Corporate Trust Administration department of the Class A-1 Note
            Trustee;

      (b)   in relation to the Issuer, an Authorised Officer of the Issuer for
            the purposes of the Master Trust Deed; and

      (c)   in relation to the Manager, an Authorised Officer of the Manager for
            the purposes of the Master Trust Deed.

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

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

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


                                                                               1

<PAGE>

      "Class A-1 Book-Entry Note" means a Class A-1 Note issued or to be issued,
      as the case may be, by the Issuer in accordance with clause 3.3(a) to the
      Depository or its nominee or subsequently transferred to a replacement
      Depositary or its nominee.

      "Class A-1 Definitive Note" means a Class A-1 Note issued or to be issued,
      as the case may be, by the Issuer in accordance with clause 3.4.

      "Class A-1 Note" means a debt security issued by the Issuer, in its
      capacity as trustee of the Series Trust, pursuant to the provisions of
      this Deed (whether as a Class A-1 Book-Entry Note or a Class A-1
      Definitive Note).

      "Class A-1 Note Owner" means, with respect to a Class A-1 Book-Entry Note,
      the person who is the beneficial owner of such Class A-1 Book-Entry Note,
      as reflected in the books of the Depository or in the books of a person
      maintaining an account with the Depository (directly as a Clearing Agency
      Participant or as an indirect participant, in each case in accordance with
      the rules of the Depository).

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

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

      "Class A-1 Note Trustee" means the Bank of New York, New York Branch or if
      the Bank of New York, New York Branch retires or is removed as Class A-1
      Note Trustee, any then Substitute Class A-1 Note Trustee.

      "Class A-1 Noteholder" in relation to a Class A-1 Note at any given time
      means the person then appearing in the Class A-1 Note Register as the
      holder of the Class A-1 Note.

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

      "Class A-1 Trust" means the trust established under clause 2.2 of this
      Deed.

      "Class A-1 Trust Fund" means:

      (a)   the Class A-1 Note Trustee's rights, remedies and powers under this
            Deed, the Security Trust Deed and each other Transaction Document to
            which the Class A-1 Note Trustee is expressed to be a party;

      (b)   the Class A-1 Note Trustee's right, title and interest as
            beneficiary of the Security Trust; and

      (c)   any other property and benefits which the Class A-1 Note Trustee
            holds on trust for the Class A-1 Noteholders under this Deed.

      "Commission" means the Securities and Exchange Commission of the United
      States of America, as from time to time constituted, created under the
      Exchange Act, or if at any time after the execution of this Deed that
      Commission is not existing and performing the duties now assigned to it
      under the TIA, then the body performing those duties.

      "Counsel's Opinion" means one or more written opinions of legal counsel
      (who may, except as otherwise expressly provided in this Deed, be
      employees or counsel of the Issuer or the Manager) acceptable to the Class
      A-1 Note Trustee which:

      (a)   are addressed to the Class A-1 Note Trustee (and which may also be
            addressed to other persons);


                                                                               2

<PAGE>

      (b)   are in a form satisfactory to, and are subject to such
            qualifications and assumptions as are acceptable to, the Class A-1
            Note Trustee; and

      (c)   comply, where applicable, with the TIA,

      and which state, in the opinion of the legal counsel, the matter to be
      opined upon.

      "DTC Letter of Representations" means the DTC Letter of Representations
      dated on or prior to [       ] between the Issuer, the Principal Paying
      Agent and The Depository Trust Company, as the initial Depository, as
      amended from time to time.

      "Eligible Trust Corporation" means any person eligible for appointment as
      an institutional trustee under an indenture to be qualified pursuant to
      the TIA as prescribed in section 310(a) of the TIA.

      "Event of Default" has the meaning ascribed to that term in the Security
      Trust Deed.

      "Exchange Act" means the Securities Exchange Act of 1934 of the United
      States of America.

      "Interested Persons" means a collective reference to the Issuer, the Class
      A-1 Noteholders, the Class A-1 Note Owners, the Manager and all persons
      claiming through them and "Interested Person" means a several reference to
      all Interested Persons.

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

      "Majority" in relation to the Class A-1 Noteholders means Class A-1
      Noteholders holding Class A-1 Notes with an Invested Amount of greater
      than 50% of the aggregate Invested Amount of all the Class A-1 Notes.

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

      "Payment Modification" means any alteration, addition or revocation of any
      provision of this Deed, the Class A-1 Notes (including the Class A-1 Note
      Conditions), the Master Trust Deed to the extent that it applies to the
      Series Trust, the Series Supplement or the Security Trust Deed which
      modifies:

      (a)   the amount, timing, place, currency or manner of payment of
            principal or interest in respect of the Class A-1 Notes including,
            without limitation, any modification to the Stated Amount, Invested
            Amount, interest rate or maturity date of the Class A-1 Notes or to
            clause 10 of the Series Supplement, conditions 5.4, 6.9 and 7.2 of
            the Class A-1 Note Conditions or clause 13 of the Security Trust
            Deed or which would impair the rights of Class A-1 Noteholders to
            institute suit for enforcement of such payment on or after the due
            date for such payment;

      (b)   the definition of the term "Special Majority" in this clause 1.1,
            clause 21.4 of this Deed or the circumstances in which the consent
            or direction of a Special Majority of Class A-1 Noteholders is
            required;

      (c)   clause 6.1(a) of the Security Trust Deed; or

      (d)   the requirements for altering, adding to or revoking any provision
            of the Class A-1 Note Trust Deed or the Class A-1 Notes (including
            the Class A-1 Note Conditions).


                                                                               3

<PAGE>

      "Potential Event of Default" means any event which, with the giving of
      notice or the lapse of time or both, would constitute an Event of Default.

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

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

      "Series Supplement" means the Series Supplement dated [      ] between the
      Commonwealth Bank of Australia ABN 48 123 123 124, State Bank of New South
      Wales Limited ABN 32 003 963 228, the Manager and the Issuer.

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

      "Special Majority" in relation to the Class A-1 Noteholders - means Class
      A-1 Noteholders holding Class A-1 Notes with an aggregate Invested Amount
      of no less than 75% of the aggregate Invested Amount of all the Class A-1
      Notes."Statute" means any legislation now or hereafter in force of the
      Parliament of the Commonwealth of Australia or of any State or Territory
      thereof or of any legislative body of any other country or political
      subdivision thereof and any rule regulation ordinance by-law statutory
      instrument order or notice now or hereafter made under such legislation.

      "Substitute Class A-1 Note Trustee" means at any given time means the
      entity then appointed as Class A-1 Note Trustee under clause 14.

      "TIA" means the Trust Indenture Act of 1939 of the United States of
      America as in force at the date of this Deed, or, if this Deed is first
      qualified under the Trust Indenture Act after the issue of Class A-1
      Notes, as in force at the date of such qualification.

      "Tranche" has the same meaning as in the Series Supplement.

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

1.2   Series Supplement and Master Trust Deed definitions

      Subject to clause 1.7, unless defined in this Deed, words and phrases
      defined in either or both of the Master Trust Deed and the Series
      Supplement have the same meaning in this Deed. Where there is any
      inconsistency in a definition between this Deed (on the one hand) and the
      Master Trust Deed or the Series Supplement (on the other hand), this Deed
      prevails. Where there is any inconsistency in a definition between the
      Master Trust Deed and the Series Supplement, the Series Supplement
      prevails over the Master Trust Deed in respect of this Deed. Subject to
      clause 1.7, where words or phrases used but not defined in this Deed are
      defined in the Master Trust Deed in relation to a Series Trust (as defined
      in the Master Trust Deed) and/or an Other Trust such words or phrases are
      to be construed in this Deed, where necessary, as being used only in
      relation to the Series Trust (as defined in this Deed) and/or the CBA
      Trust (as defined in the Series Supplement), as the context requires.

1.3   Interpretation

      In this Deed unless the contrary intention appears:

      (a)   the expression "person" includes an individual, a corporation and a
            Governmental Agency;

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


                                                                               4

<PAGE>

      (c)   the expression "power" in relation to a person includes all powers,
            authorities, rights, remedies, privileges and discretions conferred
            upon that person by the Transaction Documents, by any other deed,
            agreement, document, or instrument, by any Statute or otherwise by
            law;

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

      (e)   subject to clause 1.7, a reference to this Deed, the Master Trust
            Deed or to any other deed, agreement, document or instrument
            includes respectively this Deed, the Master Trust Deed or such other
            deed, agreement, document or instrument as amended, novated,
            supplemented, varied or replaced from time to time;

      (f)   a reference to any Statute, other than the TIA, or to any section or
            provision of any Statute, other than any section or provision of the
            TIA, includes any statutory modification or re-enactment or any
            statutory provision substituted therefore and all ordinances,
            by-laws regulations and other statutory instruments issued
            thereunder;

      (g)   a reference to a Related Body Corporate includes a corporation which
            is or becomes a Related Body Corporate during the currency of this
            Deed;

      (h)   words importing the singular include the plural (and vice versa) and
            words denoting a given gender include all other genders;

      (i)   headings are for convenience only and do not affect the
            interpretation of this Deed;

      (j)   a reference to a clause is a reference to a clause of this Deed;

      (k)   a reference to a Schedule is a reference to a Schedule to this Deed;

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

      (m)   all accounting terms used in this Deed have the same meaning
            ascribed to those terms under accounting principles and practices
            generally accepted in Australia from time to time;

      (n)   a reference to a party is a reference to a party to this Deed;

      (o)   a reference to time is a reference to New York time;

      (p)   a reference to any thing is a reference to the whole and each part
            of it and a reference to a group of persons is a reference to all of
            them collectively, to any two or more of them collectively and to
            each of them individually;

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

      (r)   where any day on which a payment is due to be made or a thing is due
            to be done under this Deed is not a Business Day, that payment must
            be made or that thing must be done on the immediately succeeding
            Business Day;

      (s)   a reference to "wilful default" in relation to the Issuer, the Class
            A-1 Note Trustee or the Manager means, subject to clause 1.3(t), any
            wilful failure to comply with, or wilful breach by, the Issuer, the
            Class A-1 Note Trustee or the Manager (as the case may be) of any of
            its obligations under any Transaction Document, other than a failure
            or breach which:


                                                                               5

<PAGE>

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

                        1)    the Issuer, the Class A-1 Note Trustee or the
                              Manager (as the case may be); or

                        2)    any other person in referred to in clause 1.3(t)
                              in relation to the Issuer, the Class A-1 Note
                              Trustee or the Manager (as the case may be); and

                  B.    the performance of the action (the non-performance of
                        which gave rise to such breach) is a pre-condition to
                        the Issuer, the Class A-1 Note Trustee or the Manager
                        (as the case may be) performing the said obligation;

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

            (iii) is:

                  A.    in accordance with any proper instruction or direction
                        of the Voting Secured Creditors given at a meeting of
                        Voting Secured Creditors convened pursuant to the
                        Security Trust Deed;

                  B.    in accordance with any proper instruction or direction
                        of a Majority (or a Special Majority) of the Class A-1
                        Noteholders given in accordance with this Deed; or

                  C.    in accordance with any proper instruction or direction
                        of the Investors given at a meeting convened under the
                        Master Trust Deed (as amended by the Series Supplement);

      (t)   a reference to the "fraud", "negligence", "wilful default" or
            "breach of trust" of the Issuer, the Class A-1 Note Trustee or the
            Manager means the fraud, negligence, wilful default or breach of
            trust of the Issuer, the Class A-1 Note Trustee or the Manager (as
            the case may be) and of its officers, employees, agents and any
            other person where the Issuer, the Class A-1 Note Trustee or the
            Manager (as the case may be) is liable for the acts or omissions of
            such other person under the terms of any Transaction Document;

      (u)   subject to the mandatory provisions of the TIA and clause 21.2, each
            party will only be considered to have knowledge or awareness of, or
            notice of, a thing or grounds to believe anything by virtue of the
            officers of that party (or any Related Body Corporate of that party)
            which have the day to day responsibility for the administration or
            management of that party's (or a Related Body Corporate of that
            party's) obligations in relation to the Series Trust, the Class A-1
            Trust or this Deed, having actual knowledge, actual awareness or
            actual notice of that thing, or grounds or reason to believe that
            thing (and similar references will be interpreted in this way). In
            addition, notice, knowledge or awareness of an Event of Default,
            Potential Event of Default, Servicer Default, Perfection of Title
            Event, Trustee Default or Manager Default means notice, knowledge or
            awareness of the occurrence of the events or circumstances
            constituting an Event of Default, Potential Event of Default,
            Servicer Default, Perfection of Title Event, Trustee Default or
            Manager Default, as the case may be; and


                                                                               6

<PAGE>

      (v)   a reference to prospective liabilities includes, without limitation,
            the liabilities of the Issuer under the Transaction Documents.

1.4   Issuer's capacity

      In this Deed, unless expressly specified otherwise:

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

      (b)   (References to Assets of Issuer): a reference to the undertaking,
            assets, business or money of the Issuer is a reference to the
            undertaking, assets, business or money of the Issuer in the capacity
            referred to in paragraph (a).

1.5   Benefit of Covenants under this Deed

      Unless the context indicates a contrary intention, the Class A-1 Note
      Trustee holds the covenants, undertakings and other obligations and
      liabilities of the Issuer and the Manager under this Deed on trust for the
      benefit of the Class A-1 Noteholders on the terms and conditions of this
      Deed.

1.6   Obligations several

      The obligations of the parties under this Deed are several.

1.7   Incorporated definitions and other provisions

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

      (a)   (No Payment Modification): if it does not effect a Payment
            Modification is either:

            (i)   if the Class A-1 Note Trustee is of the opinion that the
                  amendment will not be materially prejudicial to the interests
                  of the Class A-1 Noteholders, consented to by the Class A-1
                  Note Trustee; or

            (ii)  otherwise, approved by a Special Majority of the Class A-1
                  Noteholders; or

      (b)   (Payment Modification): if the amendment does effect a Payment
            Modification, is consented to by each Class A-1 Noteholder.

1.8   Interpretation of provisions incorporated from TIA

      Where a provision of the TIA is incorporated into this Deed in accordance
      with the TIA (as described in clause 19.5) the following terms used in
      that provision have the following meanings in this Deed:

      "Commission" has the meaning given to that term in clause 1.1.

      "default" means an Event of Default.

      "indenture securities" means the Class A-1 Notes.

      "indenture security holder" means a Class A-1 Noteholder.


                                                                               7

<PAGE>

      "indenture to be qualified" means this Deed.

      "indenture trustee" or "institutional trustee" means the Class A-1 Note
      Trustee.

      "obligor upon the indenture securities" means the Issuer.

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

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

      (b)   (This Deed): a clause of this Deed that, on its face, appears to
            satisfy or reflect that mandatory provision of the TIA, will be
            construed and interpreted as a Federal court of the United States of
            America would construe and interpret the term or expression.

--------------------------------------------------------------------------------
2.    The Class A-1 Trust

2.1   Appointment of Class A-1 Note Trustee

      The Class A-1 Note Trustee is hereby appointed and agrees to act as
      trustee of the Class A-1 Trust (with effect from the constitution of the
      Class A-1 Trust) on the terms and conditions in this Deed.

2.2   Declaration of Class A-1 Trust

      The Class A-1 Note Trustee declares that it holds the Class A-1 Trust Fund
      on trust for those persons who are Class A-1 Noteholders from time to
      time.

2.3   Duration of Class A-1 Trust

      The Class A-1 Trust commences on the date of this Deed and terminates on
      the first to occur of:

      (a)   (Redemption of Class A-1 Notes): the date 6 months after the Class
            A-1 Note Trustee has been satisfied that all moneys owing by the
            Issuer or the Manager in respect of or in relation to Class A-1
            Notes or this Deed have been duly paid;

      (b)   (Charge Release Date): the Charge Release Date; and

      (c)   (80th anniversary): the 80th anniversary of the date of this Deed.

2.4   Benefit of Class A-1 Trust

      Each Class A-1 Noteholder is entitled to the benefit of the Class A-1
      Trust on the terms and conditions contained in this Deed.

2.5   Interested persons bound

      The provisions of this Deed, the Class A-1 Notes (including the Class A-1
      Note Conditions), the Master Trust Deed, the Series Supplement and the
      Security Trust Deed are binding upon every Interested Person.


                                                                               8

<PAGE>

--------------------------------------------------------------------------------
3.    Amount, form and issue of Class A-1 Notes

3.1   Aggregate amount and denomination

      The aggregate principal amount of the Class A-1 Notes will be
      $US1,100,000,000 and, in the case of the Class A-1 Definitive Notes, will
      be issued in minimum denominations of US$100,000 or integral multiples
      of US$10,000.

3.2   Description and Form of Class A-1 Notes

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

      (b)   (Signing of Class A-1 Notes): Each Class A-1 Note must be signed by
            an Authorised Officer or other duly appointed representative of the
            Issuer on behalf of the Issuer.

      (c)   (Authentication of Class A-1 Notes): Each Class A-1 Note must be
            authenticated by an Authorised Officer or other duly appointed
            representative of the Class A-1 Note Trustee on behalf of the Class
            A-1 Note Trustee. No Class A-1 Note will be valid for any purpose
            unless and until so authenticated.

      (d)   (Dating of Class A-1 Notes): The Class A-1 Notes must be dated the
            date of their authentication.

3.3   Initial Issue as Book-Entry Notes

      (a)   (Issue as Book-Entry Notes): The Class A-1 Notes will upon issue be
            represented by one or more book-entry notes and will be initially
            registered in accordance with clause 4 in the name of Cede & Co, as
            nominee of The Depositary Trust Company as the initial Depository.

      (b)   (Delivery of Class A-1 Book-Entry Notes): The Issuer must on the
            date of this Deed deliver or procure the delivery of the Class A-1
            Book-Entry Notes to the Principal Paying Agent as custodian for the
            Depository.

      (c)   (Rights Attaching to Class A-1 Book-Entry Notes): A Class A-1 Book-
            Entry Note executed and authenticated in accordance with clause 3.2
            will constitute binding and valid obligations of the Issuer. Until a
            Class A-1 Book-Entry Note has been exchanged pursuant to this Deed,
            it will in all respects be entitled to the same benefits as a Class
            A-1 Definitive Note except as specifically provided to the contrary
            in this Deed or the provisions of the Class A-1 Book-Entry Note.

      (d)   (Exchange etc.): Subject to this Deed, the procedures relating to
            the exchange, authentication, delivery, surrender, cancellation,
            presentation, marking up or down of any of a Class A-1 Book-Entry
            Note and any other matters to be carried out by the relevant parties
            upon exchange of any Class A-1 Book-Entry Note will be made in
            accordance with the provisions of the Class A-1 Book-Entry Notes and
            the normal practice of the Depositary's nominee, the Class A-1 Note
            Registrar and the rules and procedures of the Depository from time
            to time.


                                                                               9

<PAGE>

      (e)   (Dealings with Depository): Unless and until the Class A-1
            Definitive Notes have been issued to a Class A-1 Note Owner pursuant
            to clause 3.4, the following provisions apply:

            (i)   the Issuer, the Manager, each Agent and the Class A-1 Note
                  Trustee will be entitled to deal with the Depository for all
                  purposes whatsoever (including the payment of principal of and
                  interest on the Class A-1 Notes and the giving of instructions
                  or directions under this Deed) as the absolute holder of the
                  Class A-1 Notes and none of the Issuer, the Manager, any Agent
                  or the Class A-1 Note Trustee will be affected by notice to
                  the contrary;

            (ii)  whenever a notice or other communication to the Class A-1
                  Noteholders is required under this Deed or any other
                  Transaction Document all such notices and communications must
                  be given to the Depository and are not required to be given to
                  the Class A-1 Note Owners;

            (iii) the rights of Class A-1 Note Owners may be exercised only
                  through the Depository and are limited to those established by
                  law and agreements between such Class A-1 Note Owners and the
                  Depository and/or the Clearing Agency Participants;

            (iv)  the Issuer, the Manager, each Agent and the Class A-1 Note
                  Trustee may conclusively rely upon any statement from the
                  Depository or any Clearing Agency Participant as to the votes,
                  instructions or directions it has received from Class A-1 Note
                  Owners and/or Clearing Agency Participants.

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

3.4   Issue of Class A-1 Definitive Notes

      (a)   (Events Leading to Exchange): If:

            (i)   the Depository advises the Class A-1 Note Trustee in writing
                  that the Depository is no longer willing or able properly to
                  discharge its responsibilities with respect to the Class A-1
                  Notes and the Manager is unable to locate a qualified
                  successor to act as Depository;

            (ii)  the Manager (at its option) advises the Issuer, the Class A-1
                  Note Trustee and the Depository in writing that Class A-1
                  Definitive Notes are to be issued in replacement of the Class
                  A-1 Book Entry Notes; or

            (iii) an Event of Default has occurred and is subsisting and the
                  Class A-1 Note Owners representing beneficial interests
                  aggregating to at least a majority of the aggregate Invested
                  Amount of the Class A-1 Notes advise the Issuer through the
                  Depository in writing that the continuation of a book entry
                  system through the Depository is no longer in the best
                  interests of the Class A-1 Note Owners,

                  then the Issuer, on the direction of the Manager, must within
                  30 days of such event instruct the Depository to notify all of
                  the appropriate Class A-1 Note Owners of the occurrence of any
                  such event and of the availability of Class A-1 Definitive
                  Notes to such Class A-1 Note Owners requesting the same. The
                  Class A-1 Note Trustee must promptly advise the Issuer and the
                  Manager upon the occurrence of an event referred to in clause
                  3.4(a)(i) and the Issuer must promptly advise the Class


                                                                              10

<PAGE>

            A-1 Note Trustee and the Manager upon the occurrence of an event
            referred to in clause 3.4(a)(iii).

      (b)   (Exchange for Class A-1 Definitive Notes): Upon the surrender of
            Class A-1 Book-Entry Notes to the Issuer by the Depository following
            an instruction of the Issuer pursuant to clause 3.4(a), and the
            delivery by the Depository of the relevant registration instructions
            to the Issuer, the Issuer must issue and execute and the Class A-1
            Note Trustee must authenticate and deliver Class A-1 Definitive
            Notes of the same aggregate Invested Amount as those Class A-1
            Book-Entry Notes, replacing those Class A-1 Book-Entry Notes, in
            accordance with clause 3.2 and the instructions of the Depository.
            None of the Class A-1 Note Trustee, the Manager, the Issuer or any
            Agent will be liable for any delay in delivery of such instructions
            and each such person may conclusively rely on, and will be protected
            in relying on, such instructions.

      (c)   (No Other Entitlement): No Class A-1 Note Owner will be entitled to
            receive a Class A-1 Definitive Note representing such Class A-1 Note
            Owner's interest in a Class A-1 Note, except as provided in this
            clause 3.4.

3.5   Indemnity for non-issue of Class A-1 Definitive Notes

      If the Issuer is required to issue Class A-1 Definitive Notes following an
      event specified in clause 3.4 but fails to do so within 30 days of
      delivery to the Issuer of the Class A-1 Book-Entry Notes in accordance
      with clause 3.4 then the Issuer must, subject to clause 22, indemnify the
      Class A-1 Note Trustee, the Class A-1 Noteholders and Class A-1 Note
      Owners, and keep them indemnified, against any loss or damage incurred by
      any of them if the amount received by the Class A-1 Note Trustee, the
      Class A-1 Noteholders or Class A-1 Note Owners, respectively, is less than
      the amount that would have been received had Class A-1 Definitive Notes
      been issued. If the Issuer breaches its obligations under clause 3.4, it
      is acknowledged and agreed that damages alone will not be an adequate
      remedy for such a breach and that, in addition to any other rights they
      may have, the Class A-1 Note Trustee, the Class A-1 Noteholders and the
      Class A-1 Note Owners are entitled to sue the Issuer for specific
      performance, injunctive relief or other equitable relief to enforce the
      Issuer's obligations under clause 3.4.

--------------------------------------------------------------------------------
4.    Class A-1 Note Register

4.1   Maintenance of Class A-1 Note Registrar

      The Issuer must procure that the Class A-1 Note Register is maintained,
      and that Class A-1 Notes are transferred, exchanged, replaced, redeemed
      and cancelled, all in accordance with the provisions of the Class A-1
      Notes (including the Class A-1 Note Conditions) and the Agency Agreement.
      If at any time for any reason there ceases to be a person performing the
      functions of the Class A-1 Note Registrar under the Agency Agreement, the
      Issuer must act as the Class A-1 Note Registrar and perform all of the
      obligations of the Class A-1 Note Registrar contained in the Agency
      Agreement.

4.2   Provision of Class A-1 Noteholder Information

      (a)   (Provision of Information): The Issuer must provide or procure the
            provision to the Class A-1 Note Trustee (if the Class A-1 Note
            Trustee is not the Class A-1 Note Registrar) at intervals of not
            more than 6 months (commencing as from the Closing Date), and at
            such other times as the Class A-1 Note Trustee may request in
            writing, all information in the possession or control of the Class
            A-1 Note Registrar as to the names and addresses of the Class A-1
            Noteholders, provided that the Issuer will not


                                                                              11

<PAGE>

            have any obligations pursuant to this clause 4.2(a) while the Class
            A-1 Notes are all Class A-1 Book-Entry Notes.

      (b)   (Class A-1 Note Trustee's Obligations): The Class A-1 Note Trustee
            must preserve, in as current form as is reasonably practicable, the
            names and addresses of the Class A-1 Noteholders provided to it
            pursuant to clause 4.2(a) or otherwise received by it in any
            capacity and must comply with its obligations pursuant to section
            312(b) of the TIA.

      (c)   (Protection): The Issuer, the Class A-1 Note Trustee and the Class
            A-1 Note Registrar will have the protection of section 312(c) of the
            TIA in relation to the disclosure of information in accordance with
            this clause 4.2.

4.3   Class A-1 Note Register conclusive

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

--------------------------------------------------------------------------------
5.    Representations and warranties

5.1   By the Issuer

      The Issuer represents and warrants to the Class A-1 Note Trustee that:

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

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

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

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

      (e)   (Legally binding obligation): its obligations under this Deed are
            valid, legally binding and enforceable obligations in accordance
            with the terms of this Deed except as such enforceability may be
            limited by any applicable bankruptcy, insolvency, reorganisation,
            moratorium or trust or general principles of equity or other similar
            laws affecting creditors' rights generally;

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

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


                                                                              12

<PAGE>

      (h)   (Series Trust validly created): the Series Trust has been validly
            created and is in existence at the date of this Deed;

      (i)   (Sole Trustee): it has been validly appointed as trustee of the
            Series Trust and is presently the sole trustee of the Series Trust;

      (j)   (Master Trust Deed and the Series Supplement): the Series Trust is
            solely constituted by the Master Trust Deed and the Series
            Supplement;

      (k)   (No proceedings to remove): it has received no notice and to its
            knowledge no resolution has been passed or direction or notice has
            been given, removing it as trustee of the Series Trust; and

      (l)   (No breach): it is not in breach of any material provision of the
            Master Trust Deed or the Series Supplement.

5.2   By the Manager

      The Manager represents and warrants to the Class A-1 Note Trustee that:

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

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

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

      (d)   (Filings): it has filed all corporate notices and effected all
            registrations with the Australian Securities and Investments
            Commission, the Commission or similar office in its jurisdiction of
            incorporation and in any other jurisdiction as required by law and
            all such filings and registrations are current, complete and
            accurate;

      (e)   (Legally binding obligation): its obligations under this Deed are
            valid, legally binding and enforceable obligations in accordance
            with the terms of this Deed except as such enforceability may be
            limited by any applicable bankruptcy, insolvency, re-organisation,
            moratorium or trust or general principles of equity or other similar
            laws affecting creditors' rights generally;

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

      (g)   (Authorisation): all consents, licences, approvals and
            authorisations of every Governmental Agency required to be obtained
            by the Manager in connection with the execution, delivery and
            performance of this Deed have been obtained and are valid and
            subsisting;

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

            (i)   (Compliance with TIA): this Deed has been duly qualified under
                  the TIA.


                                                                              13

<PAGE>

5.3   By the Class A-1 Note Trustee

      The Class A-1 Note Trustee represents and warrants to the Issuer and the
      Manager that:

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

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

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

      (d)   (Filings): it has filed all corporate notices and effected all
            registrations with the Commission or similar office in its
            jurisdiction of incorporation and in any other jurisdiction as
            required by law and all such filings and registrations are current,
            complete and accurate;

      (e)   (Legally binding obligation): its obligations under this Deed are
            valid, legally binding and enforceable obligations in accordance
            with the terms of this Deed except as such enforceability may be
            limited by any applicable bankruptcy, insolvency, re-organisation,
            moratorium or trust or general principles of equity or other similar
            laws affecting creditors' rights generally;

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

      (g)   (Authorisation): all consents, licences, approvals, authorisations
            of and filings with every Governmental Agency required to be
            obtained or made by the Class A-1 Note Trustee in connection with
            the execution, delivery and performance of this Deed have been
            obtained or made and are valid and subsisting; and

      (h)   (Eligible Trust Corporation): it is an Eligible Trust Corporation.

--------------------------------------------------------------------------------
6.    Covenants by Issuer and Manager

6.1   Covenant to Pay

      (a)   (Covenant to Pay): Subject to and in accordance with the provisions
            of this Deed, the Series Supplement and the Class A-1 Notes
            (including, without limitation, clauses 6.1(b) and 22 and Condition
            12 of the Class A-1 Note Conditions), the Issuer covenants in favour
            of the Class A-1 Note Trustee that it will duly and punctually repay
            the principal of and pay interest and all other amounts owing in
            relation to the Class A-1 Notes to, or to the order of, the Class
            A-1 Note Trustee in immediately available funds in US Dollars as and
            when the same fall due for repayment or payment.

      (b)   (Satisfaction of Covenant): Subject to clause 6.1(b) of the Agency
            Agreement, every payment by or at the direction of the Issuer to the
            Principal Paying Agent or the Currency Swap Provider made in
            accordance with the Agency Agreement on account of an amount owing
            in relation to the Class A-1 Notes will operate as payment by the
            Issuer to the Class A-1 Note Trustee in satisfaction of the Issuer's
            obligations under clause 6.1(a).


                                                                              14

<PAGE>

6.2   Covenant of Compliance

      (a)   (Class A-1 Notes): The Issuer and the Manager each severally
            covenants in favour of the Class A-1 Note Trustee that it will
            comply with all of its obligations under the Class A-1 Notes (as if
            the provisions of the Class A-1 Notes, including the Class A-1 Note
            Conditions, were set out in full in this Deed).

      (b)   (Transaction Documents): The Issuer and the Manager each severally
            covenants in favour of the Class A-1 Note Trustee that it will:

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

            (ii)  use reasonable endeavours to procure that each other party to
                  a Transaction Document (other than the Class A-1 Note Trustee)
                  to which it is a party complies with its material obligations
                  under that Transaction Document.

6.3   Other covenants

      The Issuer and the Manager each severally covenants in favour of the Class
      A-1 Note Trustee that so long as any Class A-1 Notes remain outstanding,
      and unless the Class A-1 Note Trustee agrees otherwise in accordance with
      this Deed, it will:

      (a)   (Assistance to Class A-1 Note Trustee): provide to the Class A-1
            Note Trustee, as the Class A-1 Note Trustee may reasonably require
            to enable the Class A-1 Note Trustee to perform its duties and
            functions under this Deed, such information, copies of any
            accounting records and other documents, statements and reports
            required to be maintained by, or that are otherwise in the
            possession of, the Issuer or the Manager, as the case may be, or
            which it is entitled to obtain from any person and execute such
            documents and do such things, which the Issuer has the power to do
            under the Master Trust Deed and Series Supplement, as may be
            necessary, in the reasonable opinion of the Class A-1 Note Trustee,
            to give effect to this Deed or any other Transaction Document to
            which the Class A-1 Note Trustee is a party;

      (b)   (Notify Events of Default etc.): promptly notify the Class A-1 Note
            Trustee upon becoming aware of the occurrence of an Event of
            Default, Potential Event of Default, Servicer Default, Perfection of
            Title Event, Trustee Default, Manager Default or Potential
            Termination Event and provide the Class A-1 Note Trustee with
            details of such occurrence;

      (c)   (Certificate as to Compliance): provide to the Class A-1 Note
            Trustee within 120 days after the end of each fiscal year of the
            Series Trust (commencing on the fiscal year ending in June 2002):

            (i)   in accordance with section 314(a)(4) of the TIA, a brief
                  certificate from its principal executive officer, principal
                  financial officer or principal accounting officer as to his or
                  her knowledge of the activities of the Issuer and the Manager
                  in respect of the Series Trust during that year and of the
                  Issuer's or the Manager's, as the case may be, compliance with
                  all conditions, covenants and other provisions under this Deed
                  (including under clause 6.2(b) and determined without regard
                  to any period of grace or requirement of notice under this
                  Deed or any other Transaction Document) and giving reasonable
                  details about any non-compliance; and

            (ii)  a certificate (which may be part of the certificate referred
                  to in clause 6.3(c)(i)) from an


                                                                              15

<PAGE>

                  Authorised Officer of the Issuer and from an Authorised
                  Officer of the Manager, as the case may be, stating whether to
                  the best of his or her knowledge in the period since the date
                  of execution of this Deed (in the case of the first such
                  certificate) based on a review of the activities referred to
                  in clause 6.3(c)(i) or since the provision of the most recent
                  certificate under this clause 6.3(c)(ii) (in the case of any
                  other such certificate), an Event of Default, Potential Event
                  of Default, Perfection of Title Event, Servicer Default,
                  Manager Default or Trustee Default has occurred and, if any
                  such event has occurred, giving reasonable details of that
                  event;

      (d)   (Listing): in the case of the Manager only, procure that the Class
            A-1 Notes are listed on the official list of the U.K. Financial
            Services Authority and are admitted to trading on the London Stock
            Exchange upon issue and use reasonable endeavours to maintain that
            listing and admission to trading (including by using reasonable
            endeavours to ensure compliance by the Issuer with the continuing
            obligations of the Issuer by virtue of the listing of the Class A-1
            Notes on the official list of the U.K. Financial Services Authority)
            provided that if having used reasonable endeavours it is unable to
            maintain such listing and admission to trading, or if the
            maintenance of such listing and admission to trading is unduly
            onerous, it must:

            (i)   use reasonable endeavours to obtain and maintain a quotation
                  or listing on another stock exchange or securities market (as
                  nominated by the Manager with the prior written approval of
                  the Class A-1 Note Trustee, which approval must not be
                  unreasonably withheld or delayed, or if the Manager fails to
                  make such a nomination, as nominated by the Class A-1 Note
                  Trustee) in lieu of the listing on the official list of the
                  U.K. Financial Services Authority; and

            (ii)  effect such amendments to this Deed, in accordance with clause
                  15, as are necessary, or as the Class A-1 Note Trustee may
                  reasonably require, in order to comply with the requirements
                  of any such stock exchange or securities market;

      (e)   (Furnish Information to Exchange): in the case of the Manager only,
            without limiting clause 6.3(d), provide or procure that there is
            provided to any stock exchange or securities market upon which the
            Class A-1 Notes are listed or quoted all information required to be
            so provided as a requirement of such listing or quotation;

      (f)   (Copy Notices to Class A-1 Noteholders): provide, or procure that
            there is provided, to the Class A-1 Note Trustee:

            (i)   a copy of each notice given to Class A-1 Noteholders by the
                  Issuer (at the same time as such notice is given); and

            (ii)  in the case of the Manager only, a copy of each document
                  provided to any stock exchange or securities market pursuant
                  to clause 6.3(e);

      (g)   (Auditor's Report): in the case of the Manager only, provide, or
            procure that there is provided, to the Class A-1 Note Trustee,
            within 10 Business Days of the date of its issue, a copy of each
            report issued by the Auditor pursuant to clauses 21.9 and 22.3 of
            the Master Trust Deed;

      (h)   (Access to Records): allow the Class A-1 Note Trustee, and any
            person appointed by the Class A-1 Note Trustee to whom it has no
            reasonable objection, access at all


                                                                              16

<PAGE>

            times during normal business hours, upon reasonable notice, to the
            accounting records of the Series Trust held by it or in its control;

      (i)   (Opinion as to Filing): procure that there is provided to the Class
            A-1 Note Trustee in accordance with section 314(b) of the TIA:

            (i)   on the Closing Date, Counsel's Opinion either stating that the
                  Security Trust Deed 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 no such action is necessary to make
                  such Security Interest effective; and

            (ii)  within 120 days after the end of each fiscal year of the
                  Series Trust (commencing on the fiscal year ending in June
                  2002), Counsel's Opinion either stating that such action has
                  been taken with respect to the recording, filing, re-recording
                  and re-filing of the Security Trust Deed as is necessary to
                  maintain the Security Interest created by the Security Trust
                  Deed and reciting the details of such action or stating that
                  no such action is necessary to maintain such Security
                  Interest;

      (j)   (Change of Manager): in the case of the Issuer only, promptly notify
            the Class A-1 Note Trustee of any retirement or replacement of the
            Manager pursuant to clause 20 of the Master Trust Deed and of the
            appointment of a Substitute Manager;

      (k)   (Transaction Documents): in the case of the Manager only, provide to
            the Class A-1 Note Trustee, on or prior to the Issue Date in respect
            of the Class A-1 Notes, one copy of each Transaction Document as at
            that Issue Date (other than any Transaction Document to which the
            Class A-1 Note Trustee is a party) and provide to the Class A-1 Note
            Trustee a copy of each Transaction Document executed after the Issue
            Date (other than any Transaction Document to which the Class A-1
            Note Trustee is a party) promptly after its execution; and

      (l)   (Paying Agents Trust): ensure that each Paying Agent agrees, as a
            term of its appointment, to hold in trust for the benefit of Class
            A-1 Noteholders or the Class A-1 Note Trustee all sums held by such
            Paying Agent for the payment of the principal of or interest on the
            Class A-1 Notes and to promptly give to the Class A-1 Note Trustee
            notice of any default by the Issuer (without regard to any grace
            period) in the making of any such payment.

6.4   Covenants between Issuer and Manager

      (a)   (Obligations of Manager): Without limiting any other obligations of
            the Manager pursuant to any Transaction Document, the Manager
            covenants in favour of the Issuer to prepare and submit to the
            Issuer all documents required to be filed with or submitted to the
            Commission or the London Stock Exchange by the Issuer in relation to
            the Class A-1 Notes, the Series Trust or this Deed at least, where
            possible, 5 Business Days before such filing or submission is
            required and to take such other actions as may reasonably be taken
            by the Manager to perform or ensure the performance by the Issuer of
            its obligations under the TIA, the Exchange Act or the listing rules
            of the London Stock Exchange in relation to the Class A-1 Notes, the
            Series Trust or this Deed. No breach by the Issuer of any obligation
            under the TIA, the Exchange Act, the listing rules of the London
            Stock Exchange or this Deed will be considered to be fraudulent,
            negligent or wilful default for the purposes of clause 22.3 to the
            extent that it results from a breach by the Manager of this clause
            6.4(a).


                                                                              17

<PAGE>

      (b)   (Obligation of Issuer): Subject to compliance by the Manager with
            clause 6.4(a), the Issuer covenants in favour of the Manager to sign
            all documents and do all things reasonably requested by the Manager
            in relation to the compliance by the Issuer or the Manager of its
            obligations under the TIA, the Exchange Act or the listing rules of
            the London Stock Exchange in relation to the Class A-1 Notes, the
            Series Trust or this Deed.

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7.    Enforcement

7.1   Notice Following an Event of Default or Potential Event of Default

      If an Event of Default or Potential Event of Default has occurred and is
      known to the Class A-1 Note Trustee, the Class A-1 Note Trustee must:

      (a)   (Notify Class A-1 Noteholders): notify each Class A-1 Noteholder and
            such other persons as are specified in Section 313(c) of the TIA of
            the Event of Default or Potential Event of Default, as the case may
            be, within 10 days, or such shorter period as may be required by the
            rules of any stock exchange on which the Class A-1 Notes are listed,
            after becoming aware of the Event of Default, or Potential Event of
            Default provided that except in the case of a default in payment of
            principal or interest on any Class A-1 Note, the Class A-1 Note
            Trustee may withhold such notice if and so long as the board of
            directors, the executive committee or a trust committee of its
            directors and/or Authorised Officers in good faith determine that
            withholding the notice is in the interest of Class A-1 Noteholders;

      (b)   (Determine Whether to Seek Directions): if a meeting of Voting
            Secured Creditors is to be held under the Security Trust Deed,
            determine whether it proposes to seek directions from Class A-1
            Noteholders as to how to vote at that meeting and, if so, whether it
            proposes to instruct the Security Trustee to delay the holding of
            that meeting while it obtains such directions from the Class A-1
            Noteholders; and

      (c)   (Vote at Meeting of Secured Creditors): subject to clause 7.2, vote
            at any meeting of Voting Secured Creditors held under the Security
            Trust Deed in accordance with clause 9.8.

7.2   Restrictions on enforcement

      (a)   (Class A-1 Notes Outstanding): If any of the Class A-1 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-1 Notes, the
            Class A-1 Note Trustee must not vote at a meeting of Voting Secured
            Creditors under the Security Trust Deed, or otherwise direct the
            Security Trustee, to dispose of the Charged Property unless:

            (i)   a sufficient amount would be realised to discharge in full all
                  amounts owing to the Class A-1 Noteholders in respect of the
                  Class A-1 Notes and any other amounts owing by the Issuer to
                  any other person ranking in priority to or equally with the
                  Class A-1 Notes;

            (ii)  the Class A-1 Note Trustee is of the opinion, reached after
                  considering at any time and from time to time the advice of an
                  investment bank or other financial adviser selected by the
                  Class A-1 Note Trustee, that the cash flow receivable by the
                  Issuer (or the Security Trustee under the Security Trust Deed)
                  will not (or that there is a significant risk that it will
                  not) be sufficient, having regard to any other relevant
                  actual, contingent or


                                                                              18

<PAGE>

                  prospective liabilities of the Issuer, to discharge in full in
                  due course all the amounts referred to in clause 7.2(a)(i); or

            (iii) the Class A-1 Note Trustee is so directed by a Special
                  Majority of Class A-1 Noteholders.

      (b)   (Liability for Enforcement): Subject to clauses 8.3, 9.3 and 9.5 and
            the mandatory provisions of the TIA, the Class A-1 Note Trustee will
            not be liable for any decline in the value, nor any loss realised
            upon any sale or other dispositions made under the Security Trust
            Deed, of any Charged Property. Without limiting the foregoing, the
            Class A-1 Note Trustee will not be liable for any such decline or
            loss directly or indirectly arising from its acting, or failing to
            act, as a consequence of an opinion reached by it in good faith
            based on advice received by it in accordance with clause 7.2(a).

7.3   Class A-1 Note Trustee may enforce

      The Class A-1 Note Trustee has the power, subject to clause 22:

      (a)   (Enforce Following Default): in the event of a default in repayment
            of the principal or payment of interest by the Issuer in respect of
            any Class A-1 Note when and as the same shall become due and
            payable, which default has continued for a period of 10 days, to
            recover judgment, in its own name and as trustee of the Class A-1
            Trust, against the Issuer upon the Class A-1 Notes for the whole
            amount of such principal and interest remaining unpaid; and

      (b)   (File Proofs): to file such proofs of claim and other payments or
            documents as may be necessary or advisable in order to have the
            claims of the Class A-1 Note Trustee and the Class A-1 Noteholders
            allowed in any judicial proceedings in relation to the Issuer upon
            the Class A-1 Notes, the Creditors in relation to the Series Trust
            or the Assets of the Series Trust;

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

      (d)   (Enforce Rights): if an Event of Default occurs and is subsisting,
            to proceed to protect and enforce its rights and the rights of the
            Class A-1 Noteholders by such appropriate judicial proceedings as
            the Class A-1 Note Trustee deems most effectual to protect and
            enforce any such rights, whether for the performance of any
            provision of this Deed or in aid of the exercise of any power under
            this Deed or to enforce any other proper remedy,

            but nothing in this clause 7.3 is to be construed as requiring the
            Class A-1 Note Trustee to take any such action unless it has been
            directed to do so by a Special Majority of the Class A-1 Noteholders
            and has been indemnified or put in funds to its satisfaction by the
            Class A-1 Noteholders against any liability that it may incur as a
            result of taking such action. If the Class A-1 Note Trustee takes
            any action to enforce any of the provisions of the Class A-1 Notes
            proof that as regards any Class A-1 Note the Issuer has not paid any
            principal or interest due in respect of that Class A-1 Note will
            (unless the contrary is proved) be sufficient evidence that the
            Issuer has not paid that principal or interest on all other Class
            A-1 Notes in respect of which the relevant payment is then due.

7.4   Class A-1 Note Trustee alone may enforce

      Subject to clause 19.4 and the mandatory provisions of the TIA, only the
      Class A-1 Note Trustee may enforce, or direct the Security Trustee to
      enforce, the obligations of the Issuer or the Manager to the Class A-1
      Noteholders under the Class A-1 Notes, this Deed or any other


                                                                              19

<PAGE>

      Transaction Document. No Class A-1 Noteholder is entitled to proceed
      directly against the Issuer or the Manager in respect of the Class A-1
      Notes, this Deed or any other Transaction Document.

--------------------------------------------------------------------------------
8.    Class A-1 Note Trustee's powers, protections etc.

8.1   Class A-1 Note Trustee's additional powers, protections, etc.

      By way of supplement to any Statute regulating the Class A-1 Trust and in
      addition to the powers, rights and protections which may from time to time
      be vested in or available to the Class A-1 Note Trustee by the general law
      it is expressly declared, notwithstanding anything to the contrary in this
      Deed (subject only to clauses 8.3, 9.3 and 9.5 and the mandatory
      provisions of the TIA) as follows.

      (a)   (Liability to account): The Class A-1 Note Trustee is under no
            obligation to account to any Interested Person for any moneys
            received pursuant to this Deed or any other Transaction Document
            other than those received by the Class A-1 Note Trustee from the
            Issuer or received or recovered by the Class A-1 Note Trustee under
            this Deed or any other Transaction Document, subject always to such
            deductions and withholdings by the Class A-1 Note Trustee as are
            authorised by this Deed. Obligations of the Class A-1 Note Trustee
            to any Interested Person or any other person under or in connection
            with this Deed can only be enforced against the Class A-1 Note
            Trustee to the extent to which they can be satisfied out of such
            moneys in accordance with this Deed.

      (b)   (Class A-1 Notes): The Class A-1 Note Trustee is not responsible for
            the receipt or application of the proceeds of issue of any of the
            Class A-1 Notes or (except when acting as Class A-1 Note Registrar
            and to the extent specifically provided in this Deed or the Agency
            Agreement) for the exchange, transfer or cancellation of any Class
            A-1 Note.

      (c)   (Act on professional advice): Subject to clause 9.2(b), the Class
            A-1 Note Trustee may act on the opinion or advice of, or information
            obtained from, any lawyer, valuer, banker, broker, accountant or
            other expert appointed by the Class A-1 Note Trustee, or by a person
            other than Class A-1 Note Trustee, where that opinion, advice or
            information is addressed to the Class A-1 Note Trustee or by its
            terms is expressed to be capable of being relied upon by the Class
            A-1 Note Trustee. Subject to clause 9.2(b), the Class A-1 Note
            Trustee will not be responsible to any Interested Person for any
            loss occasioned by so acting and in reliance on such advice. Any
            such opinion, advice or information may be sent or obtained by
            letter, telex or facsimile transmission and the Class A-1 Note
            Trustee will not be liable to any Interested Person for acting on
            any opinion, advice or information conforming with any applicable
            requirements of this Deed or the TIA and purporting to be conveyed
            by such means even though it contains some error which is not a
            manifest error or is not authentic.

      (d)   (No enquiry): Unless specifically required under this Deed, the
            Class A-1 Note Trustee is not bound to give notice to any person of
            the execution of this Deed or to take any steps to ascertain whether
            there has occurred any Event of Default, Potential Event of Default,
            Perfection of Title Event, Servicer Default, Manager Default or
            Trustee Default or event which, with the giving of notice or the
            lapse of time would constitute a Perfection of Title Event, Servicer
            Default, Manager Default or Trustee Default or to keep itself
            informed about the circumstances of the Issuer or the Manager and,
            until it has actual knowledge or express notice to the contrary, the
            Class A-1 Note Trustee may assume that no Event of Default,
            Potential Event of Default, Perfection of Title Event, Servicer
            Default, Manager


                                                                              20

<PAGE>

            Default or Trustee Default has occurred and that the Issuer, the
            Manager and each other party to the Transaction Documents (other
            than the Class A-1 Note Trustee) are observing and performing all
            the obligations on their part contained in the Transaction Documents
            and need not inquire whether that is, in fact, the case (but nothing
            in this clause 8.1(d) is to be construed as limiting the Class A-1
            Note Trustee's right to make such inquiries, in its discretion, and
            to exercise its powers under this Deed so to do).

      (e)   (Acts pursuant to directions): The Class A-1 Note Trustee will not
            be responsible for having acted in good faith upon a direction
            purporting to have been given by a Majority of the Class A-1
            Noteholders even though it may subsequently be found that for any
            reason such direction was not valid or binding upon the Class A-1
            Note Trustee. However, for the purposes of determining whether a
            Majority of Class A-1 Noteholders have given a direction which the
            Class A-1 Note Trustee may rely upon in accordance with this clause,
            Class A-1 Notes which the Class A-1 Note Trustee knows are owned by
            the Issuer or the Manager or by any person directly or indirectly
            controlling or controlled by or under direct or indirect common
            control with the Issuer or the Manager, shall be disregarded.

      (f)   (Reliance): Subject to clause 9.2(b), the Class A-1 Note Trustee is,
            for any purpose and at any time, entitled to rely on, act upon,
            accept and regard as conclusive and sufficient (without being in any
            way bound to call for further evidence or information or being
            responsible for any loss that may be occasioned by such reliance,
            acceptance or regard) any of the following:

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

            (ii)  any information or statement provided to it in relation to the
                  Class A-1 Notes, the Class A-1 Noteholders or the Class A-1
                  Note Owners by the Depositary or its nominee;

            (iii) all statements (including statements made or given to the best
                  of the maker's knowledge and belief or similarly qualified)
                  contained in any information, report, balance sheet, profit
                  and loss account, certificate or statement given pursuant to
                  or in relation to this Deed, the Security Trust Deed, the
                  Master Trust Deed or the Series Supplement;

            (iv)  all accounts supplied to the Class A-1 Note Trustee pursuant
                  to this Deed and all reports of the Auditor supplied to the
                  Class A-1 Note Trustee pursuant to this Deed; and

            (v)   notices and other information supplied to the Class A-1 Note
                  Trustee under this Deed,

                  save, in each case, when it is actually aware that the
                  information supplied pursuant to subclauses (i) to (v) is
                  incorrect or incomplete.

      (g)   (Director's certificates): Subject to clause 9.2(b), the Class A-1
            Note Trustee may call for and may accept as sufficient evidence of
            any fact or matter or of the expediency of any dealing, transaction,
            step or thing a certificate signed by any two directors or
            Authorised Officers of the Issuer or the Manager as to any fact or
            matter upon which the Class A-1 Note Trustee may, in the exercise of
            any of its duties, powers, authorities and discretions under this
            Deed, require to be satisfied or to have information to the effect
            that in the opinion of the person or persons so


                                                                              21

<PAGE>

            certifying any particular dealing, transaction, step or thing is
            expedient and the Class A-1 Note Trustee will not be bound to call
            for further evidence and will not be responsible for any loss that
            may be occasioned by acting on any such certificate (but nothing in
            this clause 8.1(g) is to be construed as either limiting the Class
            A-1 Note Trustee's right to call for such evidence, in its
            discretion, and to exercise its powers under this Deed so to do or
            permitting the Class A-1 Note Trustee to rely on evidence of
            compliance with conditions precedent where such reliance is not
            permitted by section 314 of the TIA).

      (h)   (Signatures): The Class A-1 Note Trustee may rely in good faith on
            the validity of any signature on any Class A-1 Note, transfer, form
            of application or other instrument or document unless the Class A-1
            Note Trustee has reason to believe that the signature is not
            genuine. The Class A-1 Note Trustee is not liable to make good out
            of its own funds any loss incurred by any person if a signature is
            forged or otherwise fails to bind the person whose signature it
            purports to be or on whose behalf it purports to be made.

      (i)   (Custody of documents): The Class A-1 Note Trustee may hold or
            deposit this Deed and any deed or documents relating to this Deed or
            to the Transaction Documents in any part of the world, other than
            the Commonwealth of Australia, and with any banker or banking
            company or entity whose business includes undertaking the safe
            custody of deeds or documents or with any lawyer or firm of lawyers
            reasonably believed by it to be of good repute and the Class A-1
            Note Trustee will not be responsible for any loss incurred in
            connection with any such holding or deposit and may pay all sums to
            be paid on account of or in respect of any such deposit.

      (j)   (Discretion): The Class A-1 Note Trustee, as regards all the powers,
            trusts, authorities and discretions vested in it pursuant to this
            Deed, any other Transaction Document or otherwise, has, subject to
            any express provision to the contrary contained in this Deed or any
            other Transaction Document to which it is a party, absolute and
            uncontrolled discretion as to the exercise of such powers,
            authorities, trusts and discretions and will be in no way
            responsible to any Interested Person or any other person for any
            loss, costs, damages, expenses or inconvenience which may result
            from the exercise or non-exercise of such powers, authorities,
            trusts and discretions. Without limiting the foregoing, any consent
            or approval given by the Class A-1 Note Trustee for the purposes of
            this Deed or any other Transaction Document may be given on such
            terms and subject to such conditions (if any) as the Class A-1 Note
            Trustee thinks fit and, notwithstanding anything to the contrary in
            this Deed, may be given retrospectively.

      (k)   (Employ agents): Wherever it considers it expedient in the interests
            of the Class A-1 Noteholders, the Class A-1 Note Trustee may,
            instead of acting personally, employ and pay an agent selected by
            it, whether or not a lawyer or other professional person, to
            transact or conduct, or concur in transacting or conducting any
            business and to do or concur in doing all acts required to be done
            by the Class A-1 Note Trustee (including the receipt and payment of
            money under this Deed). The Class A-1 Note Trustee will not be
            responsible to any Interested Person for any misconduct, or default
            on the part of any such person appointed by it under this Deed or be
            bound to supervise the proceedings or acts of any such person,
            provided that the Class A-1 Note Trustee has exercised good faith
            and due care in such appointment and that any such person will be a
            person who is in the opinion of the Class A-1 Note Trustee
            appropriately qualified to do any such things. Any such agent being
            a lawyer, banker, broker or other person engaged in any profession
            or business will be entitled to charge and be paid all usual
            professional and other charges for business transacted and acts done
            by him or her or any partner of his or


                                                                              22

<PAGE>

            her or by his or her firm in connection with this Deed and also his
            or her reasonable charges in addition to disbursements for all other
            work and business done and all time spent by him or her or his or
            her partners or firm on matters arising in connection with this Deed
            including matters which might or should have been attended to in
            person by a trustee not being a lawyer, banker, broker or other
            professional person.

      (l)   (Delegation): Subject to clause 8.5, the Class A-1 Note Trustee may
            whenever it thinks it expedient in the interests of Class A-1
            Noteholders, delegate to any person or fluctuating body of persons
            selected by it all or any of the duties, powers, authorities, trusts
            and discretions vested in the Class A-1 Note Trustee by this Deed
            provided that, except as provided in any Transaction Documents, the
            Class A-1 Note Trustee may not delegate to such third parties any
            material part of its powers, duties or obligations as Class A-1 Note
            Trustee (provided that following the occurrence of an Event of
            Default the Class A-1 Note Trustee may delegate any of its powers,
            duties and obligations to be exercised or performed in Australia).
            Any such delegation may be by power of attorney or in such other
            manner as the Class A-1 Note Trustee may think fit and may be made
            upon such terms and conditions (including power to sub-delegate) and
            subject to such regulations as the Class A-1 Note Trustee may think
            fit. Provided that the Class A-1 Note Trustee has exercised good
            faith and due care in the selection of such delegate, and subject to
            clause 8.6, it will not be under any obligation to any Interested
            Person to supervise the proceedings or be in any way responsible for
            any loss incurred by reason of any misconduct or default on the part
            of any such delegate or sub-delegate.

      (m)   (Apply to court): The Class A-1 Note Trustee may, whenever it thinks
            it expedient in the interests of the Class A-1 Noteholders, apply to
            any court for directions in relation to any question of law or fact
            arising either before or after an Event of Default and assent to or
            approve any applications of any Class A-1 Noteholder, the Issuer or
            the Manager.

      (n)   (Disclosure): Subject to this Deed, any applicable laws and any duty
            of confidentiality owed by any Interested Person to any other
            person, the Class A-1 Note Trustee may, for the purpose of meeting
            its obligations under this Deed, disclose to any Class A-1
            Noteholder any confidential, financial or other information made
            available to the Class A-1 Note Trustee by an Interested Person or
            any other person in connection with this Deed.

      (o)   (Determination): The Class A-1 Note Trustee, as between itself and
            the Class A-1 Noteholders, has full power to determine (acting
            reasonably and in good faith) all questions and doubts arising in
            relation to any of the provisions of this Deed and every such
            determination, whether made upon such a question actually raised or
            implied in the acts or proceedings of the Class A-1 Note Trustee,
            will be conclusive and will bind the Class A-1 Note Trustee and the
            Class A-1 Noteholders.

      (p)   (Interests of Class A-1 Noteholders): In connection with the
            exercise by it of any of its trusts, powers, authorities and
            discretions under this Deed or any other Transaction Document
            (including, without limitation, any modification, waiver,
            authorisation or determination), the Class A-1 Note Trustee must
            where it is required to have regard to the interests of the Class
            A-1 Noteholders, have regard to the general interests of the Class
            A-1 Noteholders as a class. The Class A-1 Note Trustee will not
            incur any liability to any Class A-1 Noteholder as a result of the
            Class A-1 Note Trustee giving effect to this clause 8.1(p).

      (q)   (Assumption as to Prejudice): The Class A-1 Note Trustee is entitled
            to assume, for the purposes of exercising any power, trust,
            authority, duty or discretion under


                                                                              23

<PAGE>

            or in relation to the Class A-1 Notes, this Deed or any other
            Transaction Document, that such exercise will not be materially
            prejudicial to the interests of the Class A-1 Noteholders if each of
            the Rating Agencies has confirmed in writing that such exercise will
            not result in the reduction, qualification or withdrawal of the
            credit rating then assigned by it to the Class A-1 Notes (but
            nothing in this clause is to be construed as requiring the Class A-1
            Note Trustee to obtain such confirmation).

      (r)   (Validity of Transaction Documents): The Class A-1 Note Trustee is
            not responsible for the execution, delivery, legality,
            effectiveness, adequacy, genuineness, validity, performance,
            enforceability, admissibility in evidence, form or content of this
            Deed or any other Transaction Document (other than the execution and
            delivery by it of this Deed and each other Transaction Document to
            which it is expressed to be a party and the performance of those
            obligations expressed to be binding on it under this Deed and such
            Transaction Documents) and is not liable for any failure to obtain
            any licence, consent or other authority for the execution, delivery,
            legality, effectiveness, adequacy, genuineness, validity,
            performance, enforceability or admissibility in evidence of this
            Deed or any other Transaction Document except to the extent
            specifically provided in this Deed or such Transaction Document. The
            Class A-1 Note Trustee is not responsible for recitals, statements,
            warranties or representations of any party (other than itself)
            contained in any Transaction Document (and is entitled to assume the
            accuracy and correctness thereof).

      (s)   (Defect in Security): The Class A-1 Note Trustee is not bound or
            concerned to examine or enquire into nor is it liable for any defect
            in or failure to perfect any Security Interest created or purported
            to be created by the Security Trust Deed and the Class A-1 Note
            Trustee may accept without enquiry, requisition or objection such
            title as the Issuer may have to the Charged Property or any part
            thereof from time to time and shall not be bound to investigate or
            make any enquiry into the title of the Issuer to the Charged
            Property or any part thereof from time to time.

      (t)   (Class A-1 Noteholders Responsible): Each Class A-1 Noteholder is
            solely responsible for making its own independent appraisal of and
            investigation into the financial condition, creditworthiness,
            condition, affairs, status and, nature of the Issuer and the Series
            Trust and the Class A-1 Note Trustee does not at any time have any
            responsibility for the same and no Class A-1 Noteholder may rely on
            the Class A-1 Note Trustee in respect of such appraisal and
            investigation.

      (u)   (Limit on Obligations): No provision of this Deed or any other
            Transaction Document requires the Class A-1 Note Trustee to do
            anything which may be contrary to any applicable law or regulation
            or to expend or risk its own funds or otherwise incur any financial
            liability in the performance of any of its duties, or in the
            exercise of any of its rights or powers, if it shall have reasonable
            grounds for believing that repayment of such funds or full indemnity
            against such risk or liability is not assured to it. Except for the
            obligations imposed on it under this Deed, the Class A-1 Notes or
            any other Transaction Document, the Class A-1 Note Trustee is not
            obliged to do or omit to do any thing, including entering into any
            transaction or incurring any liability unless the Class A-1 Note
            Trustee's liability, is limited in a manner satisfactory to the
            Class A-1 Note Trustee in its absolute discretion.

      (v)   (No duty to provide information): Subject to the express
            requirements of this Deed or otherwise as required by any law, the
            Class A-1 Note Trustee has no duty (either initially, or on a
            continuing basis) to consider or provide any Class A-1 Noteholders
            with any confidential financial, price sensitive or other
            information made available by the Issuer, the Manager or any other
            person under or in


                                                                              24

<PAGE>

            connection with this Deed or any Transaction Document (whenever
            coming into its possession) and no Class A-1 Noteholder is entitled
            to take any action to obtain from the Class A-1 Note Trustee any
            such information.

      (w)   (No liability for breach): The Class A-1 Note Trustee is not to be
            under any liability whatsoever for a failure to take any action in
            respect of any breach by the Issuer of its duties as trustee of the
            Series Trust of which the Class A-1 Note Trustee is not aware or in
            respect of any Event of Default or Potential Event of Default of
            which the Class A-1 Note Trustee is not aware.

      (x)   (Dispute or Ambiguity): In the event of any dispute or ambiguity as
            to the construction or enforceability of this Deed or any other
            Transaction Document, or the Class A-1 Note Trustee's powers or
            obligations under or in connection with this Deed or the
            determination or calculation of any amount or thing for the purpose
            of this Deed or the construction or validity of any direction from
            Class A-1 Noteholders, provided the Class A-1 Note Trustee is using
            reasonable endeavours to resolve such ambiguity or dispute, the
            Class A-1 Note Trustee, in its absolute discretion, may (but will
            have no obligation to) refuse to act or refrain from acting in
            relation to matters affected by such dispute or ambiguity.

      (y)   (Loss to Charged Property): The Class A-1 Note Trustee shall not be
            responsible for any loss, expense or liability occasioned to the
            Charged Property or any other property or in respect of all or any
            of the moneys which may stand to the credit of the Collections
            Account from time to time however caused (including, without
            limitation, where caused by an act or omission of the Security
            Trustee) unless that loss is occasioned by the fraud, negligence,
            wilful default or breach of trust of the Class A-1 Note Trustee.

      (z)   (Conversion of Money): Where necessary or expedient in order to
            fulfil its obligations under this Deed or any Transaction Document
            the Class A-1 Note Trustee may convert any moneys forming part of
            the Class A-1 Trust Fund from one currency into another at such
            market exchange rate or rates as are reasonably determined by the
            Class A-1 Note Trustee.

      (aa)  (Ratings): Except as otherwise provided in this Deed or any other
            Transaction Document, the Class A-1 Note Trustee has no
            responsibility for the maintenance of any rating of the Class A-1
            Notes by any Rating Agency or any other person.

      (bb)  (No liability for tax on payments): The Class A-1 Note Trustee has
            no responsibility whatsoever to any Class A-1 Noteholder or any
            other person in relation to any deficiency in a payment by the Class
            A-1 Note Trustee to any Class A-1 Noteholders if that deficiency
            arises as a result of the Class A-1 Note Trustee or the Issuer being
            subject to any Tax in respect of that payment, the Charged Property,
            the Security Trust Deed, this Deed or any income or proceeds from
            them.

8.2   Waivers

      Subject to clause 7.1(a), the Class A-1 Note Trustee may, and if directed
      to do so by a Majority of Class A-1 Noteholders must, on such terms and
      conditions as it may deem reasonable, without the consent of any of the
      Class A-1 Noteholders, and without prejudice to its rights in respect of
      any subsequent breach agree to any waiver or authorisation of any breach
      or proposed breach of any of the terms and conditions of the Transaction
      Documents by the Issuer, the Manager or any other person which, unless the
      Class A-1 Note Trustee is acting on the direction of a Majority of Class
      A-1 Noteholders, is not, in the opinion of the Class A-1 Note Trustee,
      materially prejudicial to the interests of the Class A-1 Noteholders as a
      class. No such waiver, authorisation or determination may be made in
      contravention of any prior


                                                                              25

<PAGE>

      direction by a Majority of the Class A-1 Noteholders. No direction of the
      Class A-1 Noteholders shall affect any such waiver, authorisation or
      determination previously given or made. Any such waiver, authorisation or
      determination will, if the Class A-1 Note Trustee so requires, be notified
      to the Class A-1 Noteholders by the Issuer as soon as practicable after it
      is made in accordance with this Deed.

8.3   Class A-1 Note Trustee's liability

      Nothing in this Deed or any other Transaction Document will in any case in
      which the Class A-1 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 and the mandatory provisions of the TIA conferring on it any
      trusts, powers, authorities or discretions exempt the Class A-1 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 fraud or wilful default of which it may be guilty in
      relation to its duties under this Deed.

8.4   Dealings with Series Trust

      Subject to clause 9.7, none of the:

      (a)   (Class A-1 Note Trustee): Class A-1 Note Trustee in its personal or
            any other capacity;

      (b)   (Related Bodies Corporate): Related Bodies Corporate of the Class
            A-1 Note Trustee;

      (c)   (Directors etc.): directors or officers of the Class A-1 Note
            Trustee or its Related Bodies Corporate; or

      (d)   (Shareholders): shareholders of the Class A-1 Note Trustee or its
            Related Bodies Corporate,

      is prohibited from:

      (e)   (Subscribing for): subscribing for, purchasing, holding, dealing in
            or disposing of Class A-1 Notes;

      (f)   (Contracting with): at any time:

            (i)   contracting with;

            (ii)  acting in any capacity as representative or agent for; or

            (iii) entering into any financial, banking, agency or other
                  transaction with,

                  any other of them, the Issuer, the Manager or any Secured
                  Creditor (including any Class A-1 Noteholder); or

      (g)   (Being interested in): being interested in any contract or
            transaction referred to in paragraphs (e) or (f).

      None of the persons mentioned is liable to account to the Class A-1
      Noteholders for any profits or benefits (including, without limitation,
      bank charges, commission, exchange brokerage and fees) derived in
      connection with any contract or transaction referred to in paragraphs (e)
      or (f). The preceding provisions of this clause 8.4 only apply if the
      relevant person, in connection with the action, contract or transaction,
      acts in good faith to all Class A-1 Noteholders and, in the case of the
      Class A-1 Note Trustee, are subject to section 311(a) of the TIA.


                                                                              26

<PAGE>

8.5   Delegation of duties of Class A-1 Note Trustee

      The Class A-1 Note Trustee must not delegate to any person any of its
      trusts, duties, powers, authorities or discretions under this Deed except:

      (a)   (Related Body Corporate): to a Related Body Corporate of the Class
            A-1 Note Trustee; or

      (b)   (As otherwise permitted): in accordance with the provisions of this
            Deed or otherwise as agreed by the Manager.

8.6   Related Body Corporate of the Class A-1 Note Trustee

      Where the Class A-1 Note Trustee delegates any of its trusts, duties,
      powers, authorities and discretions to any person who is a Related Body
      Corporate of the Class A-1 Note Trustee, the Class A-1 Note Trustee at all
      times remains liable for the acts or omissions of such Related Body
      Corporate and for the payment of fees of that Related Body Corporate when
      acting as delegate.

--------------------------------------------------------------------------------
9.    Duties of the Class A-1 Note Trustee

9.1   Class A-1 Note Trustee's general duties

      The Class A-1 Note Trustee must comply with the duties imposed on it by
      this Deed, the Class A-1 Notes (including the Class A-1 Note Conditions)
      and each other Transaction Document to which it is a party and must:

      (a)   (Act continuously): act continuously as trustee of the Class A-1
            Trust until the Class A-1 Trust is terminated in accordance with
            this Deed or until it has retired or been removed in accordance with
            this Deed; and

      (b)   (Have regard to the Interests of Class A-1 Noteholders): in the
            exercise of all discretions vested in it by this Deed and all other
            Transaction Documents, except where expressly provided otherwise,
            have regard to the interest of the Class A-1 Noteholders as a class.

9.2   Duties of the Class A-1 Note Trustee prior to Event of Default

      Prior to an Event of Default:

      (a)   (Class A-1 Note Trustee Not Liable): the Class A-1 Note Trustee
            shall not be liable except for the performance of such duties as are
            specifically set out in this Deed, the Class A-1 Notes (including
            the Class A-1 Note Conditions) or any other Transaction Document to
            which it is a party and no implied covenants or obligations on the
            part of the Class A-1 Note Trustee are to be read into this Deed;
            and

      (b)   (Reliance on Certificates): the Class A-1 Note Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, in the absence of bad
            faith on the part of the Class A-1 Note Trustee, upon certificates
            or opinions furnished to the Class A-1 Note Trustee and conforming
            to the requirements of this Deed provided that the Class A-1 Note
            Trustee shall examine, where applicable, the evidence furnished to
            it pursuant to any provision of this Deed to determine whether or
            not such evidence conforms to the requirements of this Deed.


                                                                              27

<PAGE>

9.3   Duties of the Class A-1 Note Trustee following an Event of Default

      If an Event of Default has occurred and is subsisting the Class A-1 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.

9.4   Certain limitations of liability where acting in good faith

      The Class A-1 Note Trustee shall not be liable under this Deed or any
      Transaction Document for any error of judgment made in good faith by an
      Authorised Officer of the Class A-1 Note Trustee unless it is proved that
      the Class A-1 Note Trustee was negligent in ascertaining the pertinent
      facts.

9.5   Class A-1 Note Trustee not relieved of liability for negligence etc.

      Subject to clauses 9.2 and 9.4, nothing in this Deed will relieve the
      Class A-1 Note Trustee from liability for its own negligent action, its
      own negligent failure to act or its own wilful misconduct. Section
      315(d)(3) of the TIA is expressly excluded by this Deed.

9.6   Preferred collection of claims against Issuer

      The Class A-1 Note Trustee must comply with section 311(a) of the TIA and
      the rules thereunder other than with respect to any creditor relationship
      excluded from the operation of section 311(a) by section 311(b) of the
      TIA. Following its retirement or removal pursuant to clause 14, the Class
      A-1 Note Trustee will remain subject to section 311(a) of the TIA to the
      extent required by the TIA.

9.7   Compliance with Section 310 of TIA

      (a)   (Section 310(a) of TIA): The Class A-1 Note Trustee must ensure that
            it at all times satisfies the requirements of section 310(a) of the
            TIA.

      (b)   (Capital): Without limiting the foregoing, the Class A-1 Note
            Trustee must ensure that it all times has a combined capital and
            surplus (as those terms are used in the TIA) of at least
            US$50,000,000 as set forth in its most recent published annual
            report of condition.

      (c)   (Section 310(b) of TIA): The Class A-1 Note Trustee must at all
            times comply with section 310(b) of the TIA, provided that any
            indenture or indentures under which other securities of the Issuer
            are outstanding will be excluded from the operation of section
            310(b)(1) of the TIA if the requirements for such exclusion set out
            in section 310(b)(1) of the TIA are met.

9.8   Voting at meetings under Master Trust Deed or Security Trust Deed

      If the Class A-1 Note Trustee is entitled under the Master Trust Deed (as
      varied by clause 1.6 of the Series Supplement) or the Security Trust Deed
      to vote at any meeting on behalf of Class A-1 Noteholders, the Class A-1
      Note Trustee must vote in accordance, where applicable, with the
      directions of the Class A-1 Noteholders (whether or not solicited and
      whether or not all Class A-1 Noteholders have provided such directions)
      and otherwise in its absolute discretion. In acting in accordance with the
      directions of Class A-1 Noteholders the Class A-1 Note Trustee must
      exercise its votes for or against any proposal to be put to a meeting in
      the same proportion as that of the aggregate Invested Amounts of the Class
      A-1 Notes held by Class A-1 Noteholders who have directed the Class A-1
      Note Trustee to vote for or against such a proposal.


                                                                              28

<PAGE>

9.9   Transaction Documents

      The Class A-1 Note Trustee must make available at the Class A-1 Note
      Trustee's registered office for inspection by Class A-1 Noteholders a copy
      of each Transaction Document in accordance with Condition 3 of the Class
      A-1 Note Conditions (provided that the Class A-1 Note Trustee will not be
      in default of its obligations pursuant to this clause 9.9 in respect of
      any Transaction Document, other than a Transaction Document to which the
      Class A-1 Note Trustee is a party, a copy of which has not been provided
      to the Class A-1 Note Trustee).

--------------------------------------------------------------------------------
10.   Application of moneys

10.1  Moneys received

      The Class A-1 Note Trustee must hold all moneys received by it under this
      Deed or any other Transaction Document upon trust to apply them:

      (a)   (Fees and Expenses): first, towards all amounts owing to the Class
            A-1 Note Trustee under this Deed (other than under clause 6.1); and

      (b)   (Class A-1 Noteholders): secondly, pari passu to the Class A-1
            Noteholders towards repayment of principal and payment of interest
            and all other amounts outstanding to them by the Issuer in respect
            of the Class A-1 Notes.

10.2  Investment of moneys held

      An amount which under this Deed ought to or may be invested by the Class
      A-1 Note Trustee may be invested in the name or control of the Class A-1
      Note Trustee in:

      (a)   (Authorised Short-Term Investments): Authorised Short-Term
            Investments; or

      (b)   (US$ Investments): any investment denominated in US dollars which
            has assigned to it the highest short-term credit rating from each
            Rating Agency or which is otherwise approved by that Rating Agency,

      and the Class A-1 Note Trustee may at any time vary any such investments
      and is not responsible for any loss resulting from such investments
      whether due to depreciation in value, fluctuations in exchange rates or
      otherwise.

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11.   Continuing security and releases

11.1  Issuer's liability not affected

      This Deed and the liability of the Issuer under this Deed will not be
      affected or discharged by any of the following:

      (a)   (Indulgence): the granting to the Issuer or to any other person of
            any time or other indulgence or consideration;

      (b)   (Delay in recovery): subject to Condition 8.5 of the Class A-1 Note
            Conditions, the Class A-1 Note Trustee failing or neglecting to
            recover any amounts owing in respect of the Class A-1 Notes;

      (c)   (Laches): any other laches, acquiescence, delay, act, omission or
            mistake on the part of the Class A-1 Note Trustee or any other
            person; or


                                                                              29

<PAGE>

      (d)   (Release): the release, discharge, abandonment or transfer whether
            wholly or partially and with or without consideration of any other
            security judgment or negotiable instrument held from time to time or
            recovered by the Class A-1 Note Trustee from or against the Issuer
            or any other person.

11.2  Waiver by Issuer

      The Issuer waives in favour of the Class A-1 Note Trustee:

      (a)   (All rights necessary to give effect to Deed): all rights whatsoever
            against the Class A-1 Note Trustee and any other person estate or
            assets to the extent necessary to give effect to anything in this
            Deed;

      (b)   (All rights inconsistent with Deed): all rights inconsistent with
            the provisions of this Deed.

--------------------------------------------------------------------------------
12.   Remuneration and expenses of Class A-1 Note Trustee

12.1  Payment of fee

      The Issuer must pay to the Class A-1 Note Trustee during the period that
      any of the Class A-1 Notes remain outstanding the fee separately agreed by
      the Class A-1 Note Trustee and the Issuer (at such times and upon such
      terms as to interest for overdue payments or otherwise as are agreed
      between the Issuer and the Class A-1 Note Trustee). If the Class A-1 Note
      Trustee retires or is removed under this Deed, the Class A-1 Note Trustee
      must refund to the Issuer that proportion of the fee (if any) which
      relates to the period during which the Class A-1 Note Trustee will not be
      the Class A-1 Note Trustee.

12.2  Payment of expenses

      The Issuer must pay or reimburse to the Class A-1 Note Trustee all
      reasonable costs, expenses, charges, stamp duties and other Taxes and
      liabilities properly incurred by the Class A-1 Note Trustee, or its
      properly appointed agents or delegates, in the performance of the
      obligations of the Class A-1 Note Trustee under this Deed or any other
      Transaction Document including, without limitation, all costs and expenses
      (including legal costs and expenses) incurred by the Class A-1 Note
      Trustee in the enforcement of any obligations under this Deed or any other
      Transaction Documents. Without limiting any right of indemnity available
      by law to the Class A-1 Note Trustee, the Class A-1 Note Trustee is
      entitled to be indemnified from Class A-1 Trust Fund from and against all
      such the costs, expenses, charges, stamp duties and other Taxes and
      liabilities. Nothing in this clause 12.2 entitles or permits the Class A-1
      Note Trustee to be reimbursed or indemnified for general overhead costs
      and expenses of the Class A-1 Note Trustee (including, without limitation,
      rents and any amounts payable by the Class A-1 Note Trustee to its
      employees in connection with their employment) incurred directly or
      indirectly in connection with the business activities of the Class A-1
      Note Trustee or in the exercise of its rights, powers and discretions or
      the performance of its duties and obligations under this Deed or any
      Transaction Document.

12.3  Additional duties

      In the event of the occurrence of an Event of Default or the Class A Note
      Trustee considering it expedient or necessary or being requested pursuant
      to any Transaction Document to undertake duties which the Class A-1 Note
      Trustee and the Manager agree to be of an exceptional nature or otherwise
      outside the scope of the normal duties of the Class A-1 Note Trustee under
      this Deed or the other Transaction Documents the Issuer must pay to the
      Class A-1 Note Trustee such additional remuneration as is agreed between
      the Manager and the Class A-1 Note Trustee.


                                                                              30

<PAGE>

12.4  Dispute as to additional duties

      In the event of the Manager and the Class A-1 Note Trustee failing to
      agree:

      (a)   upon the amount of any additional remuneration referred to in clause
            12.3; or

      (b)   upon whether duties of the Class A-1 Note Trustee are of an
            exceptional nature or otherwise outside the scope of the normal
            duties of the Class A-1 Note Trustee for the purposes of clause
            12.3,

            such matters shall be determined by a merchant or investment bank
            (acting as an expert and not as an arbitrator) selected by the Class
            A-1 Note Trustee and approved by the Manager or, failing such
            approval, nominated (on the application of the Class A-1 Note
            Trustee) by the President for the time being of The Law Society of
            New South Wales (the expenses involved in such nomination and the
            fees of such merchant or investment bank being payable by the Issuer
            as an Expense) and the determination of any such merchant or
            investment bank shall be final and binding upon the Class A-1 Note
            Trustee, the Manager and the Issuer.

12.5  Currency and VAT

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

12.6  No other fees or expenses

      Except as provided in clauses 12.1, 12.2, 12.3, 12.4 and 12.5 or as
      expressly provided elsewhere in this Deed or any other Transaction
      Document, neither the Issuer nor the Manager has any liability in respect
      of any fees, commissions or expenses of the Class A-1 Note Trustee in
      connection with this Deed or any Transaction Document.

12.7  Issuer personally liable for fees

      Notwithstanding any other provision of this Deed, the Issuer must pay to
      the Class A-1 Note Trustee the fees referred to in clause 12.1, and any
      value added tax on such fees, from its own personal funds and will not be
      entitled to be indemnified from the Assets of the Series Trust with
      respect to such fees or value added taxes provided that if the Bank of New
      York, New York Branch retires or is removed as Class A-1 Note Trustee the
      Issuer will only be liable to pay the fees referred to in clause 12.1, and
      any value added tax on such fees, from its own personal funds, to the
      extent that such fees and value added tax do not exceed the amount that
      would have been payable to The Bank of New York, New York Branch if it had
      remained as Class A-1 Note Trustee. The balance of such fees and value
      added tax, if any, will be an Expense for which the Issuer is entitled to
      be indemnified from the Assets of the Series Trust in accordance with the
      Series Supplement.

12.8  Timing of payments

      Except as referred to in clause 12.7, all payments by the Issuer to the
      Class A-1 Note Trustee under this clause 12 are payable on the first
      Monthly Distribution Date following demand by the Class A-1 Note Trustee
      from funds available for this purpose in accordance with the Series
      Supplement.

12.9  Non-discharge

      Unless otherwise specifically stated in any discharge of the Class A-1
      Trust the provisions of this clause 12 will continue in full force and
      effect despite such discharge.


                                                                              31

<PAGE>

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13.   Additional Class A-1 Note Trustees

13.1  Appointment and removal

      The Class A-1 Note Trustee may, upon giving prior notice to the Issuer and
      the Manager (but without the consent of the Issuer, the Manager or the
      Class A-1 Noteholders), appoint any person (an "Additional Note Trustee")
      (other than the Issuer or a Related Body Corporate of the Issuer)
      established or resident in any jurisdiction (whether an Eligible Trust
      Corporation or not) to act as a co-trustee jointly with the Class A-1 Note
      Trustee:

      (a)   (Interests of Class A-1 Noteholders): if the Class A-1 Note Trustee
            considers such appointment to be in the interests of the Class A-1
            Noteholders;

      (b)   (Legal Requirements): 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

      (c)   (Obtaining Judgment): 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 this Deed or any other
            Transaction Document.

      The Issuer, for valuable consideration, irrevocably appoints the Class A-1
      Note Trustee to be its attorney in its name and on its behalf to execute
      an instrument of appointment of any such Additional Note Trustee. Such
      Additional Note Trustee will (subject always to the provisions of this )
      have such trusts, powers, authorities and discretions (not exceeding those
      conferred on the Class A-1 Note Trustee by this Deed or any other
      Transaction Document) and such duties and obligations as are conferred or
      imposed by the instrument of appointment. Such reasonable remuneration as
      the Class A-1 Note Trustee may pay to any Additional Note Trustee,
      together with any costs and expenses properly incurred by any Additional
      Note Trustee in performing its functions as such, are expenses of the
      Class A-1 Note Trustee recoverable by it pursuant to clause 12.2. The
      Class A-1 Note Trustee, upon giving prior notice to the Issuer and the
      Manager, has the power to remove any Additional Trustee. The Issuer, for
      valuable consideration, irrevocably appoints the Class A-1 Note Trustee to
      be its attorney in its name and on its behalf to execute an instrument of
      removal of any such Additional Note Trustee.

13.2  Joint exercise of powers

      All rights, powers, duties and obligations conferred or imposed upon an
      Additional Note Trustee are conferred or imposed upon and exercised or
      performed by the Class A-1 Note Trustee and the Additional Note Trustee
      jointly (it being understood that an Additional Note Trustee is not
      authorised to act separately without the Class A-1 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 Class A-1 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 Additional Note Trustee (but
      subject to the direction of the Class A-1 Note Trustee).

13.3  Notice

      The Class A-1 Note Trustee must promptly notify the Principal Paying
      Agent, the Class A-1 Noteholders and the Rating Agencies of each
      appointment or removal of an Additional Note Trustee pursuant to this
      clause 13.


                                                                              32

<PAGE>

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14.   Retirement or removal of Class A-1 Note Trustee

14.1  Retirement of Class A-1 Note Trustee

      The Class A-1 Note Trustee covenants that it will retire as Class A-1 Note
      Trustee if:

      (a)   (Insolvency): an Insolvency Event occurs in relation to the Class
            A-1 Note Trustee in its personal capacity or in respect of its
            personal assets (and not in its capacity as trustee of any trust or
            in respect of any assets it holds as trustee);

      (b)   (Ceases to carry on business): it ceases to carry on business;

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

      (d)   (Class A-1 Noteholders require retirement): it is so directed by a
            Special Majority of Class A-1 Noteholders;

      (e)   (Breach of duty): when required to do so by the Manager or the
            Issuer by notice in writing, it fails or neglects within 20 Business
            Days after receipt of such notice to carry out or satisfy any
            material duty imposed on it by this Deed or any Transaction
            Document; or

      (f)   (Change in ownership): there is a change in ownership of 50% or more
            of the issued equity share capital of the Class A-1 Note Trustee
            from the position as at the date of this Deed or effective control
            of the Class A-1 Note Trustee alters from the position as at the
            date of this Deed unless in either case approved by the Manager
            (whose approval must not be unreasonably withheld).

14.2  Removal by Manager

      If the Class A-1 Note Trustee refuses to retire the Manager is entitled to
      remove the Class A-1 Note Trustee from office immediately by notice in
      writing if an event referred to in clause 14.1 has occurred. On the
      retirement or removal of the Class A-1 Note Trustee under the provisions
      of clause 14.1 or this clause 14.2:

      (a)   (Notify Rating Agencies): the Manager must promptly notify the
            Rating Agencies of such retirement or removal; and

      (b)   (Appoint Substitute Class A-1 Note Trustee): subject to any approval
            required by law, the Manager is entitled to and must use reasonable
            endeavours to appoint in writing some other Eligible Trust
            Corporation that is approved by the Rating Agencies to be the
            Substitute Class A-1 Note Trustee.

14.3  Class A-1 Note Trustee may retire

      The Class A-1 Note Trustee may retire at any time as trustee under this
      Deed upon giving 3 months (or such lesser time as the Manager, the Issuer
      and the Class A-1 Note Trustee agree) notice in writing to the Issuer, the
      Manager and the Rating Agencies, without giving any reason and without
      being responsible for any liabilities incurred by reason of such
      retirement provided that such retirement is in accordance with this Deed,
      provided that no such period of notice of retirement may expire within the
      period of 30 days preceding each Quarterly Distribution Date. Upon such
      retirement the Class A-1 Note Trustee, subject to any approval required by
      law, may appoint in writing any other Eligible Trust Corporation that is
      approved by the Rating Agencies and the Manager, which approval must not
      be unreasonably withheld by the Manager, as Class A-1 Note Trustee in its
      stead. If the Class A-1 Note Trustee does not propose a replacement by the
      date which is 1 month prior to the date of its proposed


                                                                              33

<PAGE>

      retirement, the Manager is entitled to appoint a Substitute Class A-1 Note
      Trustee, which must be an Eligible Trust Corporation that is approved by
      the Rating Agencies, as of the date of the proposed retirement.

14.4  Appointment of Substitute Class A-1 Note Trustee by Class A-1 Noteholders

      Notwithstanding clauses 14.1, 14.2 and 14.3, no retirement or removal of
      the Class A-1 Note Trustee will be effective until a Substitute Class A-1
      Note Trustee has been appointed as in its place. If a Substitute Class A-1
      Note Trustee has not been appointed under clauses 14.1, 14.2 or 14.3 at a
      time when the position of Class A-1 Note Trustee would, but for this
      clause 14.4, become vacant in accordance with those clauses, the Issuer
      must promptly advise the Class A-1 Noteholders a Special Majority of whom
      may appoint an Eligible Trust Corporation nominated by any of them to act
      as Class A-1 Note Trustee.

14.5  Release of Class A-1 Note Trustee

      Upon retirement or removal of the Class A-1 Note Trustee as trustee of the
      Class A-1 Trust, the Class A-1 Note Trustee is released from all
      obligations under this Deed arising after the date of the retirement or
      removal except for its obligation to vest the Class A-1 Trust Fund in the
      Substitute Class A-1 Note Trustee and to deliver all books and records
      relating to the Class A-1 Trust to the Substitute Class A-1 Note Trustee.
      The Manager and the Issuer may settle with the Class A-1 Note Trustee the
      amount of any sums payable by the Class A-1 Note Trustee to the Manager or
      the Issuer or by the Manager or the Issuer to the Class A-1 Note Trustee
      and may give to or accept from the Class A-1 Note Trustee a discharge in
      respect of those sums which will be conclusive and binding as between the
      Manager, the Issuer and the Class A-1 Note Trustee but not as between the
      Class A-1 Note Trustee and the Class A-1 Noteholders.

14.6  Vesting of Class A-1 Trust Fund in Substitute Class A-1 Note Trustee

      The Class A-1 Note Trustee, on its retirement or removal, must vest the
      Class A-1 Trust Fund or cause it to be vested in the Substitute Class A-1
      Note Trustee and must deliver and assign to such Substitute Class A-1 Note
      Trustee as appropriate all books, documents, records and other property
      whatsoever relating to the Class A-1 Trust Fund.

14.7  Substitute Class A-1 Note Trustee to Execute Deed

      Each Substitute Class A-1 Note Trustee must upon its appointment execute a
      deed in such form as the Manager may require whereby such Substitute Class
      A-1 Note Trustee must undertake to the Class A-1 Noteholders to be bound
      by all the covenants on the part of the Class A-1 Note Trustee under this
      Deed from the date of such appointment.

14.8  Rating Agencies Advised

      The Manager must promptly:

      (a)   (Retirement): approach and liaise with each Rating Agency in respect
            of any consents required from it to the replacement of the Class A-1
            Note Trustee pursuant to clauses 14.2 or 14.3;

      (b)   (Change of ownership): notify the Rating Agencies of it becoming
            aware of a change in ownership of 50% or more of the issued equity
            share capital of the Class A-1 Note Trustee from the position as at
            the date of this Deed or effective control of the Class A-1 Note
            Trustee altering from the date of this Deed; and


                                                                              34

<PAGE>

      (c)   (Approval for change in ownership): notify the Rating Agencies of
            any approvals given by the Manager pursuant to clause 14.1(f).

14.9  Retention of Lien

      Notwithstanding any release of the outgoing Class A-1 Note Trustee under
      this clause 14, the outgoing Class A-1 Note Trustee will remain entitled
      to the benefit of the indemnities granted by this Deed to the outgoing
      Class A-1 Note Trustee in respect of any liability, cost or other
      obligation incurred by it while acting as Class A-1 Note Trustee, as if it
      were still the Class A-1 Note Trustee under this Deed.

14.10 Issuer and Manager Cannot be Appointed

      Notwithstanding the preceding provisions of this clause 14, none of the
      Manager, the Issuer, any Support Facility Provider nor any of their
      Related Bodies Corporate may be appointed as Class A-1 Note Trustee.

14.11 No Limitation of TIA

      Nothing in this clause 14 is to be construed as limiting any right of a
      Class A-1 Noteholder to take any action to remove the Class A-1 Note
      Trustee in accordance with section 310(b) of the TIA.

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15.   Amendment

15.1  Amendment by Class A-1 Note Trustee

      Subject to this clause 15 and to any approval required by law, the Class
      A-1 Note Trustee, the Manager and the Issuer may together agree, without
      the consent or sanction of any Class A-1 Noteholder, by way of
      supplemental deed to alter, add to or revoke any provision of this Deed or
      the Class A-1 Notes (including the Class A-1 Note Conditions) so long as
      such alteration, addition or revocation is not a Payment Modification and
      such alteration, addition or revocation in the opinion of the Class A-1
      Note Trustee:

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

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

      (c)   (Amendment to law): is appropriate or expedient as a consequence of
            an amendment to any Statute or regulation or altered requirements of
            any Governmental Agency or any decision of any court (including,
            without limitation, an alteration, addition or modification which is
            in the opinion of the Class A-1 Note Trustee appropriate or
            expedient as a consequence of the enactment of a Statute or
            regulation or an amendment to any Statute or regulation or ruling by
            the Commissioner or Deputy Commissioner of Taxation or any
            governmental announcement or statement or any decision of any court,
            in any case which has or may have the effect of altering the manner
            or basis of taxation of trusts generally or of trusts similar to the
            Series Trust or the Class A-1 Trust); or

      (d)   (Otherwise desirable): in the opinion of the Class A-1 Note Trustee
            and the Issuer is otherwise desirable for any reason and:


                                                                              35

<PAGE>

            (i)   is not in the opinion of the Class A-1 Note Trustee likely,
                  upon coming into effect, to be materially prejudicial to the
                  interests of Class A-1 Noteholders; or

            (ii)  if it is in the opinion of the Class A-1 Note Trustee likely,
                  upon coming into effect, to be materially prejudicial to Class
                  A-1 Noteholders, the consent of a Special Majority of Class
                  A-1 Noteholders to the alteration, addition or resolution has
                  been obtained. For the purpose of determining whether a
                  Special Majority of Class A-1 Noteholders has consented to an
                  alteration, addition or revocation, Class A-1 Notes which are
                  beneficially owned by the Issuer or the Manager or by any
                  person directly or indirectly controlling or controlled by or
                  under direct or indirect common control with the Issuer or the
                  Manager, shall be disregarded,

      provided that the Class A-1 Note Trustee, the Manager and the Issuer may
      not alter, add to or revoke any provision of this Deed or the Class A-1
      Notes unless the Manager has notified the Rating Agencies 5 Business Days
      in advance.

15.2  Amendments Requiring Consent of all Class A-1 Noteholders

      The Class A-1 Note Trustee, the Manager and the Issuer may together agree
      by way of supplemental deed to make or effect a Payment Modification to
      this Deed or the Class A-1 Notes (including the Class A-1 Note Conditions)
      if, and only if, the consent has first been obtained of each Class A-1
      Noteholder to such Payment Modification.

15.3  Compliance with TIA

      Any supplemental deed altering, adding to or revoking any provision of
      this Deed or the Class A-1 Notes (including the Class A-1 Note Conditions)
      referred to in this clause 15 must conform, to the extent applicable, with
      the requirements of the TIA.

15.4  No Rating Agency downgrade

      The Class A-1 Note Trustee will be entitled to assume that any proposed
      alteration, addition or revocation, other than a Payment Modification,
      will not be materially prejudicial to the interests of Class A-1
      Noteholders if each of the Rating Agencies confirms in writing that if the
      alteration, addition or revocation is effected this will not lead to a
      reduction, qualification or withdrawal of the then rating given to the
      Class A-1 Notes by the Rating Agency.

15.5  Distribution of amendments

      The Issuer must distribute to all Class A-1 Noteholders a copy of any
      amendment made pursuant to this clause 15 as soon as reasonably
      practicable after the amendment has been made.

15.6  Amendments binding on Class A-1 Noteholders

      Any alteration, addition or revocation of a provision of this Deed or the
      Class A-1 Notes made pursuant to this clause 15 is binding on all Class
      A-1 Noteholders.

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16.   Reports

16.1  Reports by Class A-1 Note Trustee

      If so required by section 313(a) of the TIA, the Class A-1 Note Trustee
      shall provide to each Class A-1 Noteholder, and such other persons as the
      Class A-1 Note Trustee is required by section


                                                                              36

<PAGE>

      313(c) of the TIA to provide reports to, at intervals of not more than 12
      months (commencing as from the Closing Date) a brief report of the events
      referred to in section 313(a) of the TIA that have occurred within the
      preceding 12 months and shall provide such additional reports to Class A-1
      Noteholders, and such other persons as the Class A-1 Note Trustee is
      required by section 313(c) of the TIA to provide reports to, as are
      required by section 313(b) of the TIA at the times specified in that
      section. A copy of each such report at the time of its provision to Class
      A-1 Noteholders must be copied to the Issuer and the Manager and must be
      filed by the Class A-1 Note Trustee with the Commission and each stock
      exchange, if any, on which the Class A-1 Notes are listed.

16.2  Reports by Issuer

      The Issuer and the Manager each severally covenants that it will:

      (a)   (Copy Securities Exchange Act Reports to Class A-1 Note Trustee):
            file:

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

            (ii)  with the Class A-1 Note Trustee, within 15 days after it 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), if any, which it may be required to file with the
            Commission pursuant to section 13 or 15(d) of the Exchange Act or,
            if it is not required to file information, documents or reports
            pursuant to either of such sections, then to file with the Class A-1
            Note Trustee and the Commission, in accordance with the rules and
            regulations prescribed by the Commission, such of the supplementary
            and periodic information, documents and reports which may be
            required pursuant to section 13 of the Exchange Act, in respect of a
            security listed and registered on a national securities exchange as
            may be prescribed in such rules and regulations;

      (b)   (Other Reports): file with the Class A-1 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 it with the
            conditions and covenants of this Deed as may be required from time
            to time by such rules and regulations; and

      (c)   (Summaries to Class A-1 Noteholders): transmit to Class A-1
            Noteholders, and such other persons as are required by section
            314(a)(3) of the TIA, such summaries of any information, documents
            and reports required to be filed by the Issuer or the Manager
            pursuant to clauses 16.2(a) and (b) as may be required by rules and
            regulations prescribed from time to time by the Commission.

16.3  Restricted securities

      The Issuer and the Manager each severally covenants that it will forthwith
      notify the Class A-1 Note Trustee, if, at any time, after the Closing
      Date, any Class A-1 Notes become "restricted securities" (as defined in
      Rule 144(a)(3) of Securities Act of 1933 of the United States of America)
      and during any period during which the Issuer or the Manager is neither
      subject to Sections 13 or 15(d) of the Exchange Act nor exempt from
      reporting pursuant to Rule 12g3-2(d) under the Exchange Act, make
      available to each holder of those Class A-1 Notes in connection with any
      resale of those Class A-1 Notes and to any prospective purchaser of the
      Class A-1 Notes from that holder, in each case upon request, the
      information specified in and meeting the requirements of Rule 144(A)(d)(4)
      under the Securities Act.


                                                                              37

<PAGE>

--------------------------------------------------------------------------------
17.   Currency indemnity

17.1  Improper currency receipts

      If any payment is made by the Issuer under this Deed or the Class A-1
      Notes or if the Class A-1 Note Trustee or any Class A-1 Noteholder
      receives or recovers any money under or pursuant to this Deed or the Class
      A-1 Notes in a currency ("Receipt Currency") other than the currency in
      which the money was payable pursuant to the terms of this Deed or the
      Class A-1 Notes ("Agreed Currency"), the Issuer must, as a separate and
      additional liability, pay to the recipient such additional amount so that
      after conversion from the Receipt Currency into the Agreed Currency of
      such money so paid, received or recovered and after the payment of all
      commission and expenses in relation to such conversion the recipient will
      receive net in its hands an amount in the Agreed Currency equal to the
      amount of the money payable under this Deed or the Class A-1 Notes in the
      Agreed Currency.

17.2  Currency indemnity

      If a judgment or an order is rendered by any court or tribunal for the
      payment of any amount payable by the Issuer under this Deed or the Class
      A-1 Notes or for the payment of damages in respect of any breach by the
      Issuer of this Deed or the Class A-1 Notes or any Insolvency Event in
      relation to the Issuer occurs resulting in money being payable or
      receivable in respect of any proof or other claim, and such judgment,
      order, proof or claim is expressed in a currency ("Judgment Currency")
      other than the currency in which the money was payable pursuant to the
      terms of this Deed or the Class A-1 Notes ("Agreed Currency"), the Issuer
      must indemnify and hold harmless and keep indemnified the person with the
      benefit of the judgment, order, proof or claim (as the case may be) (the
      "Receiving Party") against any deficiency in the Agreed Currency in the
      amount received by the Receiving Party arising or resulting from any
      variation as between:

      (a)   (Judgment Rate): the rate of exchange at which the Agreed Currency
            is converted to the Judgment Currency for the purposes of such
            judgment, order, proof or claim; and

      (b)   (Actual Rate): the rate of exchange which the Receiving Party is
            able to purchase the Agreed Currency with the amount of the Judgment
            Currency actually received by the Receiving Party,

      and such indemnity will continue in full force and effect notwithstanding
      any such judgment, order, proof or claim.

17.3  Failure to pay proper currency

      Any payment purportedly pursuant to the terms of this Deed or a Class A-1
      Note in a currency other than the currency in which it is required to be
      paid will not discharge or satisfy the relevant obligation of the payer to
      make the payment except to the extent that, and insofar as, the currency
      in which the payment is required to be made is acquired by sale of the
      currency in which the payment was actually made.

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18.   Expenses and stamp duties

18.1  Expenses

      Subject to clause 22, the Issuer will on demand reimburse the Class A-1
      Note Trustee for and keep the Class A-1 Note Trustee indemnified against
      all expenses including legal costs and disbursements (on a full indemnity
      basis) incurred by the Class A-1 Note Trustee in connection with:


                                                                              38

<PAGE>

      (a)   (Preparation): the preparation and execution of this Deed and any
            subsequent consent, agreement, approval or waiver under this Deed or
            amendment to this Deed;

      (b)   (Enforcement): the exercise, enforcement, preservation or attempted
            exercise enforcement or preservation of any rights under this Deed
            including without limitation any expenses incurred in the evaluation
            of any matter of material concern to the Class A-1 Note Trustee; and

      (c)   (Governmental Agency): any enquiry by a Governmental Agency
            concerning the Issuer or the Assets of the Series Trust or a
            transaction or activity the subject of the Transaction Documents.

18.2  Stamp duties and other taxes

      The Issuer must pay any stamp and other duties and Taxes, including fines
      and penalties, payable in Australia, the United Kingdom, Belgium,
      Luxembourg or the United States on or in connection with:

      (a)   (Execution of Deed): the execution, delivery and performance of this
            Deed or any payment, receipt or other transaction contemplated by
            this Deed;

      (b)   (Issue of Class A-1 Notes): the constitution and original issue and
            delivery of the Class A-1 Notes; and

      (c)   (Proceedings): any action taken by the Class A-1 Note Trustee or
            (where in accordance with this Deed or the Security Trust Deed the
            Class A-1 Noteholders are entitled to do so) the Class A-1
            Noteholders to enforce the provisions of the Class A-1 Notes, this
            Deed, the Master Trust Deed, the Series Supplement or the Security
            Trust Deed.

      The Issuer must indemnify and keep indemnified the Class A-1 Note Trustee
      against any loss or liability incurred or suffered by it as a result of
      the delay or failure by the Issuer to pay any such stamp and other duties
      and Taxes.

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19.   Trust Indenture Act

19.1  Certificates and opinions

      (a)   (Class A-1 Note Conditions Precedent): Upon any application or
            request by the Issuer to the Class A-1 Note Trustee to take any
            action under any provision of this Deed, the Issuer must furnish to
            the Class A-1 Note Trustee:

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

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

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

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


                                                                              39

<PAGE>

      (b)   (Fair Value): The Issuer must furnish to the Class A-1 Note Trustee
            a certificate or opinion of an engineer, appraiser or other expert
            as to the fair value:

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

            (ii)  to the Issuer of any securities the deposit of which with the
                  Issuer 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, where this is required by section
                  314(d)(2) of the TIA; and

            (iii) to the Issuer of any property the subjection of which to the
                  Security Interest created by the Security Trust Deed 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, where this is required by section 314(d)(3) of the TIA,

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

      (c)   (Form of Certificates and Opinions): Every certificate or opinion
            with respect to compliance with a Condition or covenant provided for
            in this Deed (other than the certificate referred to in clause
            6.3(c)(i)) shall include:

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

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

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

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

19.2  Undertaking for costs

      (a)   (Undertaking): Subject to clause 19.2(b), all parties to this deed
            agree, and each Class A-1 Noteholder by such Class A-1 Noteholder's
            acceptance of the Class A-1 Notes are deemed to have agreed, that
            any court may in its discretion require, in any suit for the
            enforcement of any right or remedy under this Deed, or in any suit
            against the Class A-1 Note Trustee for any action taken, suffered or
            omitted by it as the Class A-1 Note Trustee, the filing by any party
            litigant in such suit of an undertaking to pay the costs of such
            suit, and that such court may in its discretion assess reasonable
            costs, including reasonable attorneys' fees, against any party
            litigant in such suit, having due regard to the merits and good
            faith of the claims or defences made by such party litigant.

      (b)   (Exceptions): The provisions of clause 19.2(a) shall not apply to:

            (i)   any suit instituted by the Class A-1 Note Trustee;


                                                                              40

<PAGE>

            (ii)  any suit instituted by any Class A-1 Noteholder, or group of
                  Class A-1 Noteholders, in each case holding in the aggregate
                  Class A-1 Notes with an Invested Amount of more than 10% of
                  the then aggregate Invested Amount of all Class A-1 Notes; or

            (iii) any suit instituted by any Class A-1 Noteholder for the
                  enforcement of the payment of principal or interest on any
                  Class A-1 Note on or after the respective due dates expressed
                  in such Class A-1 Note and in this Deed.

19.3  Exclusion of section 316(a)(1)

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

19.4  Unconditional rights of Class A Noteholders to receive principal and
      interest

      Notwithstanding any other provisions in this Deed, any Class A-1
      Noteholder shall have the right, which is absolute and unconditional, to
      receive payment of the principal of and interest, if any, on each Class
      A-1 Note held by it on or after the respective due dates thereof expressed
      in such Class A-1 Note or in this Deed or to institute suit for the
      enforcement of any such payment, and such right shall not be impaired
      without the consent of such Class A-1 Noteholder, except to the extent
      that this Deed or the Security Trust Deed contain provisions limiting or
      denying the right of any Class A-1 Noteholder to institute any such suit,
      if and to the extent that the institution or prosecution thereof or the
      entry of judgment therein would, under applicable law, result in the
      surrender, impairment, waiver, or loss of the Security Interest created by
      the Security Trust Deed upon any property subject to such Security
      Interest.

19.5  Conflict with Trust Indenture Act

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

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20.   Governing law and jurisdiction

20.1  Governing law

      This Deed is governed by and construed in accordance with the laws of the
      State of New South Wales.

20.2  Jurisdiction

      (a)   (Submission to jurisdiction): The Issuer, the Class A-1 Note
            Trustee, the Manager and each of the Class A-1 Noteholders each
            irrevocably submits to and accepts generally and unconditionally the
            non-exclusive jurisdiction of the Courts and appellate Courts of the
            State of New South Wales with respect to any legal action or
            proceedings which may be brought at any time relating in any way to
            this Deed.

      (b)   (Waiver of inconvenient forum): The Issuer, the Class A-1 Note
            Trustee, the Manager and each of the Class A-1 Noteholders each
            irrevocably waives any objection it may now or in the future have to
            the venue of any such action or proceedings brought in such courts
            and any claim it may now or in the future have that any such action
            or proceedings have been brought in an inconvenient forum.


                                                                              41

<PAGE>

--------------------------------------------------------------------------------
21.   Notices

21.1  Method of delivery

      Any notice, request, certificate, approval, demand, consent or other
      communication to be given under this Deed other than to or by a Class A-1
      Noteholder must:

      (a)   (Authorised Officer): be signed by an Authorised Officer of the
            party giving the same;

      (b)   (In writing): be in writing; and

      (c)   (Delivery): be:

            (i)   left at the address of the addressee;

            (ii)  sent by prepaid ordinary post to the address of the addressee;
                  or

            (iii) sent by facsimile to the facsimile number of the addressee,

            notified by that addressee from time to time to the other parties to
            this Deed as its address for service pursuant to this Deed.

21.2  Deemed receipt

      A notice, request, certificate, demand, consent or other communication
      under this Deed other than to or by a Class A-1 Noteholder is deemed to
      have been received:

      (a)   (Delivery): where delivered in person, upon receipt;

      (b)   (Post): where sent by post, on the 3rd (or 7th if posted
            internationally) day after posting; and

      (c)   (Fax): where sent by facsimile, on production by the dispatching
            facsimile machine of a transmission report which indicates that the
            facsimile was sent in its entirety to the facsimile number of the
            recipient.

      However, if the time of deemed receipt of any notice is not before 5.30 pm
      on a Business Day at the address of the recipient it is deemed to have
      been received at the commencement of business on the next Business Day.

21.3  Notices to Class A-1 Noteholders

      Any notice, request, certificate, approval, demand, consent or other
      communication to be given under this Deed to a Class A-1 Noteholder:

      (a)   (Delivery): will be effectively given if it is given in accordance
            with Condition 11; and

      (b)   (Time): is deemed to have been given at the time specified in
            Condition 11.

21.4  Notices from Class A-1 Noteholders

      Any notice, request, certificate, approval, document, consent, direction
      or other communication to be given under this Deed by a Class A-1
      Noteholder to any person must:


                                                                              42

<PAGE>

      (a)   (Signed): be signed by the Class A-1 Noteholder or an attorney of
            the Class A-1 Noteholder;

      (b)   (In writing): be in writing;

      (c)   (Delivery): be:

            (i)   left at the address of the addressee;

            (ii)  sent by prepaid ordinary post to the address of the addressee;
                  or

            (iii) sent by facsimile to the facsimile number of the addressee,

                  as set out in the Class A-1 Note Conditions or otherwise as
                  notified by that addressee to the Class A-1 Noteholders from
                  time to time;

      (d)   (Evidence): be accompanied by such evidence as to its proper
            execution by the Class A-1 Noteholder as the addressee may
            reasonably require,

      and will only be effective upon actual receipt by the addressee. For the
      purposes of seeking any consent, direction or authorisation from Class A-1
      Noteholders pursuant to this Deed, the TIA (including section 316 of the
      TIA) or any Transaction Document the Class A-1 Note Trustee may by notice
      to the Class A-1 Noteholders specify a date (not earlier than the date of
      the notice) upon which the Class A-1 Noteholders for the purposes of that
      consent, direction or authorisation will be determined and, if it does so,
      the persons who are the Class A-1 Noteholders and the Invested Amount of
      the Class A-1 Notes held by them will, for the purposes of that consent,
      direction or authorisation, be determined based upon the details recorded
      in the Class A-1 Note Register as at 5.30 pm on that date.

21.5  Issuer and Manager

      Each of the Issuer and the Manager must maintain an office or an agency in
      New York where any legal proceedings in respect of this Deed or the Class
      A-1 Notes may be served on it. The Issuer initially appoints C.T.
      Corporation, 111 8th Avenue, New York, New York 10011, as its agent for
      these purposes. The Manager initially appoints Commonwealth Bank of
      Australia, New York Branch, 599 Lexington Avenue, New York, New York 10022
      as its agent for these purposes.

--------------------------------------------------------------------------------
22.   Issuer's limited liability

22.1  Limitation on Issuer's Liability

      The Issuer enters into this Deed only in its capacity as trustee of the
      Series Trust and in no other capacity. A liability incurred by the Issuer
      acting in its capacity as trustee of the Series Trust arising under or in
      connection with this Deed is limited to and can be enforced against the
      Issuer only to the extent to which it can be satisfied out of Assets of
      the Series Trust out of which the Issuer is actually indemnified for the
      liability. This limitation of the Trustee's liability applies despite any
      other provision of this Deed (other than clauses 12.7 and 22.3) and
      extends to all liabilities and obligations of the Issuer in any way
      connected with any representation, warranty, conduct, omission, agreement
      or transaction related to this Deed.

22.2  Claims against Issuer

      The parties other than the Issuer may not sue the Issuer in respect of
      liabilities incurred by the Issuer acting in its capacity as trustee of
      the Series Trust in any capacity other than as trustee of the Series
      Trust, including seeking the appointment of a receiver (except in relation
      to Assets of the Series Trust), a liquidator, an administrator, or any
      similar person to the Issuer or


                                                                              43

<PAGE>

      prove in any liquidation, administration or similar arrangements of or
      affecting the Issuer (except in relation to the Assets of the Series
      Trust).

22.3  Breach of trust

      The provisions of this clause 22 will not apply to any obligation or
      liability of the Issuer to the extent that it is not satisfied because
      under the Master Trust Deed, the Series Supplement or any other
      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 Series
      Trust, as a result of the Issuer's fraud, negligence or wilful default and
      will not apply to any obligation or liability of the Issuer to pay amounts
      from its personal funds pursuant to clause 12.7.

22.4  Acts or omissions

      It is acknowledged that the Relevant Parties are responsible under the
      Transaction Documents for performing a variety of obligations relating to
      the Series Trust. No act or omission of the Issuer (including any related
      failure to satisfy its obligations or any breach of representation or
      warranty under this Deed) will be considered fraudulent, negligent or a
      wilful default for the purpose of clause 22.3 to the extent to which the
      act or omission was caused or contributed to by any failure by any
      Relevant Party or any other person appointed by the Issuer under any
      Transaction Document (other than a person whose acts or omissions the
      Issuer is liable for in accordance with any Transaction Document) to
      fulfil its obligations relating to the Series Trust or by any other act or
      omission of a Relevant Party or any other such person.

22.5  No authority

      No attorney or agent appointed in accordance with this Deed has authority
      to act on behalf of the Issuer in a way which exposes the Issuer to any
      personal liability and no act or omission of any such person will be
      considered fraud, negligence or wilful default of the Issuer for the
      purposes of clause 22.3.

22.6  No obligation

      The Issuer is not obliged to enter into any commitment or obligation under
      this Deed or any Transaction Document (including incur any further
      liability) unless the Issuer's liability is limited in a manner which is
      consistent with this clause 22 or otherwise in a manner satisfactory to
      the Issuer in its absolute discretion.

--------------------------------------------------------------------------------
23.   Miscellaneous

23.1  Assignment by Issuer

      The Issuer will not assign or otherwise transfer the benefit of this Deed
      or any of its rights, duties or obligations under this Deed except to a
      Substitute Trustee which is appointed as a successor trustee of the Series
      Trust under and in accordance with the Master Trust Deed.

23.2  Assignment by Manager

      The Manager will not assign or otherwise transfer the benefit of this Deed
      or any of its rights, duties or obligations under this Deed except to a
      Substitute Manager which is appointed as a successor manager of the Series
      Trust under and in accordance with the Master Trust Deed.

23.3  Assignment by Class A-1 Note Trustee

      The Class A-1 Note Trustee will not assign or otherwise transfer all or
      any part of the benefit of this Deed or any of its rights, duties and
      obligations under this Deed except to a Substitute


                                                                              44

<PAGE>

      Class A-1 Note Trustee which is appointed as a successor trustee under and
      in accordance with this Deed.

23.4  Certificate of Class A-1 Note Trustee

      A certificate in writing signed by an Authorised Officer of the Class A-1
      Note Trustee certifying any act, matter or thing relating to this Deed is
      conclusive and binding on the Issuer in the absence of manifest error on
      the face of the certificate.

23.5  Continuing obligation

      This Deed is a continuing obligation notwithstanding any settlement of
      account intervening payment express or implied revocation or any other
      matter or thing whatsoever until a final discharge of this Deed has been
      given to the Issuer.

23.6  Settlement conditional

      Any settlement or discharge between the Issuer and the Class A-1 Note
      Trustee is conditional upon any security or payment given or made to the
      Class A-1 Note Trustee by the Issuer or any other person in relation to
      the Secured Moneys not being avoided repaid or reduced by virtue of any
      provision or enactment relating to bankruptcy insolvency or liquidation
      for the time being in force and, in the event of any such security or
      payment being so avoided repaid or reduced the Class A-1 Note Trustee is
      entitled to recover the value or amount of such security or payment
      avoided, repaid or reduced from the Issuer subsequently as if such
      settlement or discharge had not occurred.

23.7  Interest on judgment

      If a liability under this Deed (other than a liability for negligence,
      fraud or wilful default of the Issuer under the Transaction Documents)
      becomes merged in a judgment or order then the Issuer as an independent
      obligation will pay interest to the Class A-1 Note Trustee on the amount
      of that liability at a rate being the higher of the rate payable pursuant
      to the judgment or order and the highest rate payable on the Class A-1
      Notes from the date it becomes payable until it is paid.

23.8  Severability of provisions

      Any provision of this Deed which is illegal, void or unenforceable in any
      jurisdiction is ineffective in that jurisdiction to the extent only of
      such illegality, voidness or unenforceability without invalidating the
      remaining provisions of this Deed or the enforceability of that provision
      in any other jurisdiction.

23.9  Remedies cumulative

      The rights and remedies conferred by this Deed upon the Class A-1 Note
      Trustee are cumulative and in addition to all other rights or remedies
      available to the Class A-1 Note Trustee by Statute or by general law.

23.10 Waiver

      A failure to exercise or enforce or a delay in exercising or enforcing or
      the partial exercise or enforcement of any right, remedy, power or
      privilege under this Deed by the Class A-1 Note Trustee will not in any
      way preclude or operate as a waiver of any further exercise or enforcement
      of such right, remedy, power or privilege or the exercise or enforcement
      of any other right, remedy, power or privilege under this Deed or provided
      by law.


                                                                              45

<PAGE>

23.11 Written waiver, consent and approval

      Any waiver, consent or approval given by the Class A-1 Note Trustee under
      this Deed will only be effective and will only be binding on the Class A-1
      Note Trustee if it is given in writing or given verbally and subsequently
      confirmed in writing and executed by the Class A-1 Note Trustee or on its
      behalf by an Authorised Officer for the time being of the Class A-1 Note
      Trustee.

23.12 Time of essence

      Time is of the essence in respect of the Issuer's obligations under this
      Deed.

23.13 Moratorium legislation

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

      (a)   (Lessen Obligations): to lessen or otherwise to vary or affect in
            favour of the Issuer any obligation under this Deed; or

      (b)   (Delay Exercise of Powers): to delay or otherwise prevent or
            prejudicially affect the exercise of any powers conferred on the
            Class A-1 Note Trustee under this Deed,

      are expressly waived negatived and excluded.

23.14 Binding on each signatory

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

23.15 Counterparts

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

Executed as a deed.

Executed as a deed by The Bank of New York acting by:

under the authority of that company in
the presence of:


_________________________________________
Signature of Witness

_________________________________________
Name of Witness in full


                                                                              46

<PAGE>

Signed sealed and delivered for and on
behalf of Securitisation Advisory
Services Pty. Limited, ABN 88 064 133
946 by
                                         _______________________________________
its Attorney under a Power of Attorney   Signature of Attorney
dated and who declares that he or she
has not received any notice of the
revocation of such Power of Attorney in
the presence of:


_________________________________________
Signature of Witness


_________________________________________
Name of Witness in full

Signed sealed and delivered for and
on behalf of Perpetual Trustee
Company Limited, ABN 42 000 001 007,
by
its Attorney under a Power of            _______________________________________
Attorney dated and who declares that     Signature of Attorney
he or she has not received any notice
of the revocation of such Power of
Attorney in the presence of:


_________________________________________
Signature of Witness


_________________________________________
Name of Witness in full


                                                                              47

<PAGE>

Schedule 1
Form of Class A-1 Note


Registered                          CUSIP No:                      $[          ]
No. R-                              ISIN No:
                                    Common Code:


Unless this Class A-1 Note is presented by an authorised representative of The
Depository Trust Company, a New York corporation, ("DTC") to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Class A-1 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 of the
Class A-1 Note for value or otherwise by or to any person is wrongful inasmuch
as the registered owner hereof, Cede & Co., has an interest in this Class A-1
Note.

[The above paragraph is to appear in the Class A-1 Book Entry Notes only.]

Each Class A-1 Noteholder represents, warrants and covenants (and by its
acquisition of a Class A-1 Note, each Class A-1 Noteholder shall be deemed to
represent) that it is either (i) not acquiring such Class A-1 Note with the
assets of an "employee benefit plan" subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"); a "plan" described
by Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the
"Code"); any entity deemed to hold "plan assets" of the foregoing under 29
C.F.R. 2510.3-101; or any governmental plan subject to substantially similar
applicable law or (ii) its purchase and holding of such Class A-1 Note will not
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code or any substantially similar applicable law.

The principal of this Class A-1 Note is payable in instalments and may be
subject to charge- offs or exchange as set forth below, in the Class A-1 Note
Trust Deed and in the Class A-1 Note Conditions. Accordingly, the outstanding
principal amount of this Class A-1 Note at any time may be less than the amount
shown on the face of this Class A-1 Note.

        PERPETUAL TRUSTEE COMPANY LIMITED, ABN 42 000 001 007 (a limited
        liability company incorporated under the law of New South Wales,
         Australia) in its capacity as trustee of the Series [       ]
                      Medallion Trust (the "Series Trust")

                                 (the "Issuer")

                                 Class A-1 Note

This Class A-1 Note is issued by the Issuer in an initial aggregate principal
amount of US$ [ ] (the "Class A-1 Notes") and is:

(a)   constituted by a Class A-1 Note Trust Deed (the "Class A-1 Note Trust
      Deed") dated [        ] made between the Issuer, Securitisation Advisory
      Services Pty Limited, ABN 88 064 133 946, (the "Manager") and The Bank of
      New York, New York Branch (the "Class A-1 Note Trustee"); and

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

      (i)   a Master Trust Deed (the "Master Trust Deed") dated 8 October 1997
            made between the Manager and Perpetual Trustee Company Limited as
            amended from time to time;

      (ii)  a Series Supplement (the "Series Supplement") dated [         ] made
            between Commonwealth Bank of Australia, ABN 48 123 123 124, State
            Bank of New South


                                                                              48

<PAGE>

            Wales Limited ABN 32 003 963 228, the Manager and the Issuer;

      (iii) a Security Trust Deed (the "Security Trust Deed") dated [         ]
            made between the Issuer, the Manager, the Class A-1 Note Trustee and
            P.T. Limited, ABN 67 004 454 666;

      (iv)  the Agency Agreement (the "Agency Agreement") dated [        ] made
            between the Issuer, the Class A-1 Note Trustee, the Manager, The
            Bank of New York, New York Branch as Principal Paying Agent, Agent
            Bank and Class A-1 Note Registrar and The Bank of New York, London
            Branch as Paying Agent;

      (v)   the Class A-1 Note Trust Deed; and

      (vi)  the Class A-1 Note Conditions as set out in the Annexure to this
            Class A-1 Note (the "Class A-1 Note Conditions").

Unless defined in this Class A-1 Note, words and phrases defined in either or
both of the Class A-1 Note Trust Deed and the Class A-1 Note Conditions have the
same meaning in this Class A-1 Note. Where there is any inconsistency in a
definition between the Class A-1 Note Trust Deed and the Class A-1 Note
Conditions, the Class A-1 Note Trust Deed prevails.

If this Class A-1 Note is a Class A-1 Book-Entry Note and the Issuer is obliged
to issue Class A-1 Definitive Notes under clause 3.4(a) of the Class A-1 Note
Trust Deed, this Class A-1 Note will be exchangeable in whole upon its surrender
at the offices of the Class A-1 Note Registrar as specified in the Class A-1
Note Conditions or notified to Class A-1 Noteholders from time to time (or such
other place as the Class A-1 Note Trustee may agree) for Class A-1 Definitive
Notes and the Issuer shall execute and procure that the Class A-1 Note Trustee
authenticates and delivers in full exchange for this Class A-1 Note, Class A-1
Definitive Notes in aggregate principal amount equal to the then Invested Amount
of this Class A-1 Note subject to and in accordance with clause 3.4(b) of the
Class A-1 Note Trust Deed. The Issuer is not obliged to issue Class A-1
Definitive Notes until 30 days after the occurrence of an event set out in
clause 3.4(a) of the Class A-1 Note Trust Deed.

The Issuer, in its capacity as trustee of the Series Trust, subject to and in
accordance with this Class A-1 Note, the Class A-1 Note Conditions, the Agency
Agreement the Series Supplement and the Class A-1 Note Trust Deed, promises to
pay to [ ] as the registered holder of this Class A-1 Note, or to registered
assigns of this Class A-1 Note, the principal sum of US$ [ ] (or such part of
that amount as may become repayable under the Class A-1 Note Conditions, the
Series Supplement and the Class A-1 Note Trust Deed) on such date(s) as that
principal sum (or any part of it) becomes repayable in accordance with the Class
A-1 Note Conditions, the Series Supplement and the Class A-1 Note Trust Deed and
to pay interest in arrears on each Quarterly Distribution Date on the Invested
Amount of this Class A-1 Note at rates determined in accordance with Condition 6
of the Class A-1 Note Conditions. The Class A-1 Definitive Notes to be issued on
that exchange will be in registered form each in the denomination of US$100,000
or integral multiples of US$10,000. If the Issuer fails to meet its obligations
to issue Class A-1 Definitive Notes, this shall be without prejudice to the
Issuer's obligations with respect to the Class A-1 Notes under the Class A-1
Note Trust Deed, the Master Trust Deed, the Series Supplement, the Agency
Agreement and this Class A-1 Note.

Payments of interest on this Class A-1 Note due and payable on each Quarterly
Distribution Date, together with the instalment of principal, if any, shall be
payable in accordance with Condition 8.1 of the Class A-1 Note Conditions and
the Agency Agreement. If this Class A-1 Note is a Class A-1 Book-Entry Note such
payments will be made to the nominee of the Depository (initially, such nominee
to be Cede & Co.) and 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-1 Note will
be entitled to receive any payment so made in respect of that Class A-1 Note
only 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-1 Notes which must be made by the holder of this Class A-1 Note, for so
long as this Class A-1 Note is outstanding.


                                                                              49

<PAGE>

On any payment of principal and/or interest on the Class A-1 Notes details of
that payment shall be endorsed by or on behalf of the Issuer in the Class A-1
Note Register and, in the case of payments of principal, the Invested Amount and
the Stated Amount of the Class A-1 Notes shall be reduced for all purposes by
the amount so paid and endorsed in the Class A-1 Note Register. Any such record
shall be prima facie evidence that the payment in question has been made.

This Class A-1 Note shall not become valid for any purpose unless and until the
Certificate of Authentication attached has been signed by an Authorised Officer
or other duly appointed representatives of the Class A-1 Note Trustee.

This Class A-1 Note is governed by, and shall be construed in accordance with,
the laws of New South Wales, Australia.

If this Class A-1 Note is a Class A-1 Book-Entry Note, this Class A-1 Note is a
global note.

IN WITNESS the Issuer has caused this Class A-1 Note to be signed manually by a
person duly authorised on its behalf

PERPETUAL TRUSTEE COMPANY LIMITED by:


------------------------------------------------
Authorised Officer/duly appointed representative

IMPORTANT NOTES:

Neither the Manager nor the Issuer is under any obligation at any time to
repurchase any Class A-1 Notes from Class A-1 Noteholders.

This Class A-1 Note is not a certificate of title and the Class A-1 Note
Register on which these Class A-1 Notes are registered is the only conclusive
evidence of the title of the abovementioned person to the Class A-1 Notes.

The Issuer issues this Class A-1 Note only in its role as trustee of the Series
Trust. Any obligation or liability of the Issuer arising under or in any way
connected with the Series Trust under the Master Trust Deed, the Series
Supplement, the Class A-1 Note Trust Deed this Class A-1 Note or any other
Transaction Document to which the Issuer is a party is limited to the extent to
which it can be satisfied out of the Assets of the Series Trust out of which the
Issuer is actually indemnified for the obligation or liability. This limitation
will not apply to any obligation or liability of the Issuer only to the extent
that it is not so satisfied because of any fraud, negligence or wilful default
on the part of the Issuer. The Issuer will have no liability for any act or
omission of the Manager or of any other person (other than a person whose acts
or omissions the Issuer is liable for in accordance with any Transaction
Document).

Transfers of the Class A-1 Notes must be pursuant to the annexed form of
assignment and otherwise in accordance with clause 5 of the Agency Agreement.

None of the Manager or the Commonwealth Bank of Australia, ABN 48 123 123 124
(the "Bank") as the Seller and Servicer, or any other member of the Commonwealth
Bank group or the Issuer in its personal capacity or as trustee of any other
trust guarantees the payment or repayment of any principal, interest or other
amounts owing in respect of the Class A-1 Notes.

The Class A-1 Notes do not represent deposits or other liabilities of the
Manager, the Seller, the Servicer, the Bank or any other Related Body Corporate
of the Bank. The holding of the Class A-1 Notes is subject to investment risk,
including possible delays in payment and loss of income and principal invested.
None of the Manager, the Seller, the Servicer, the Bank or any other Related
Body Corporate of the Bank stand in any way behind the capital value and/or
performance of the Class A-1 Notes, or the Assets held by the Series Trust.


                                                                              50

<PAGE>

Certificate of Authentication

This Class A-1 Note is authenticated by The Bank of New York, New York Branch as
Class A-1 Note Trustee and until so authenticated shall not be valid for any
purpose.

The Bank of New York, New York Branch by:

------------------------------------------------
Authorised Officer/duly appointed representative


                                                                              51

<PAGE>

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 Class A-1 Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________________, attorney, to transfer said
Class A-1 Note on the books kept for registration thereof, with full power of
substitution in the premises.

Dated: ____________________      __________________________________________ *

                                 Signature Guaranteed:

                                 _____________________________________________
                                 Signatures must be guaranteed by an "eligible
                                 guarantor institution" meeting the requirements
                                 of the Class A-1 Note Registrar, which
                                 requirements include membership or
                                 participation in STAMP or such other "signature
                                 guarantee program" as may be determined by the
                                 Class A-1 Note Registrar in addition to, or in
                                 substitution for, STAMP, all in accordance with
                                 the Securities Exchange Act of 1934, as
                                 amended.

----------
* Note: The signatures to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Class A-1 Note in every
particular without alteration, enlargement or any change whatsoever.


                                                                              52

<PAGE>

Schedule 2
Form of Class A-1 Note Conditions

Terms and Conditions of the Class A-1 Notes

The following, subject to amendments, are the terms and conditions of the Class
A-1 Notes, substantially as they will appear on the reverse of any Class A-1
Notes. Class A-1 Notes will initially be issued in book entry form. Class A-1
Notes in definitive form will only be issued in limited circumstances. While the
Class A-1 Notes remain in book entry form, the same terms and conditions govern
them, except to the extent that they are appropriate only to the Class A-1 Notes
in definitive form.

1.    General

      The issue of the US$[     ] Class A-1 Mortgage Backed Floating Rate Notes
      due August 2032, (the "Class A-1 Notes"), the A$[       ] Class A-2
      Mortgage Backed Floating Rate Notes due August 2032 (including any Class
      A-2 Tranche, the "Class A-2 Notes" and together with the Class A-1 Notes,
      the "Class A Notes") and the A$[      ] Class B Mortgage Backed Floating
      Rate Notes due August 2032 (the "Class B Notes") (together the "Notes") by
      Perpetual Trustee Company Limited, ABN 42 000 001 007 ("Perpetual") in its
      capacity as trustee of the Series [      ] Medallion Trust (the "Series
      Trust") (Perpetual in such capacity, the "Issuer") was authorised by a
      resolution of the board of directors of Perpetual passed on [       ].

      The Class A-1 Notes: (a) are constituted by a Class A-1 Note Trust Deed
      (the "Class A-1 Note Trust Deed") dated on or about [       ] made between
      the Issuer, Securitisation Advisory Services Pty Limited, ABN 88 064 133
      946, (the "Manager") and The Bank of New York, New York Branch (the "Class
      A-1 Note Trustee") as trustee for the several persons who are for the time
      being registered holders of the Class A-1 Notes (each a "Class A-1
      Noteholder" and together the "Class A-1 Noteholders"); and (b) are issued
      subject to, and with the direct or indirect benefit of, amongst other
      things (i) a Master Trust Deed (the "Master Trust Deed") dated 8 October
      1997 made between the Manager and Perpetual, as amended from time to time;
      (ii) a Series Supplement (the "Series Supplement") dated on or about
      [        ] made between Commonwealth Bank of Australia, ABN 48 123 123 124
      (generally the "Bank" and in its respective capacities under the Series
      Supplement "a Seller" and the initial "Servicer"), Colonial State Bank ("a
      Seller") the Manager and the Issuer; (iii) a Security Trust Deed (the
      "Security Trust Deed") dated on or about [ ] made between the Issuer, the
      Manager, the Class A-1 Note Trustee and P.T. Limited, ABN 67 004 454 666
      (the "Security Trustee"); (iv) the Class A-1 Note Trust Deed; (v) these
      terms and conditions (the "Conditions"); and (vi) the Agency Agreement
      (as defined below).

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

      Payments of interest and principal, and the calculation of certain amounts
      and rates, under these Conditions in respect of the Class A-1 Notes will
      be made pursuant to an Agency Agreement (the "Agency Agreement") dated on
      or about[        ] made between the Issuer, the Class A-1 Note Trustee,
      the Manager, The Bank of New York, New York Branch, as the initial
      principal paying agent (the "Principal Paying Agent") (together with any
      other paying agent appointed from time to time under the Agency Agreement,
      the "Paying Agents"), as the initial agent bank (the "Agent Bank") and as
      the initial Class A-1 note registrar (the "Class A-1 Note Registrar") and
      The Bank of New York, London Branch as an initial paying agent.

      The Issuer has entered into ISDA Master Agreements (each a "Currency Swap
      Agreement") with Citibank N.A., New York Branch and Commonwealth Bank of
      Australia (each a "Currency Swap Provider") and the Manager, each together
      with a schedule and a credit support annex and a confirmation relating
      thereto in respect of the Class A-1 Notes (each such


                                                                              53

<PAGE>

      confirmation documenting a "Class A-1 Currency Swap").

      The Class A-1 Notes will on issue be listed on the Official List of the
      United Kingdom Listing Authority (the "UKLA") and admitted to trading on
      the London Stock Exchange Limited.

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

2.    Definitions and interpretation

2.1   Incorporated Definitions and other Provisions

      Where in these Conditions a word or expression is defined by reference to
      its meaning in another Transaction Document or there is a reference to
      another Transaction Document or to a provision of another Transaction
      Document, any amendment to the meaning of that word or expression, to that
      other Transaction Document or to that provision (as the case may be) will
      be of no effect for the purposes of these Conditions unless and until the
      amendment: (a) if it does not effect a Payment Modification (as defined in
      Condition 10.3) is either: (i) if the Class A-1 Note Trustee is of the
      opinion that the amendment will not be materially prejudicial to the
      interests of the Class A-1 Noteholders, consented to by the Class A-1 Note
      Trustee; or (ii) otherwise, approved by a Special Majority (as defined in
      Condition 10.3) of the Class A-1 Noteholders under the Class A-1 Note
      Trust Deed; or (b) if the amendment does effect a Payment Modification (as
      defined in Condition 10.3), is consented to by each Class A-1 Noteholder.

2.2   Interpretation

      In these Conditions, unless the context otherwise requires: (a) a
      reference to a party includes that party's executors, administrators,
      successors, substitutes and assigns, including any person replacing that
      party by way of novation; (b) a reference to any regulation or to any
      section or provision thereof includes any statutory modification or
      re-enactment or any statutory provision substituted therefor and all
      ordinances, by-laws, regulations and other statutory instruments issued
      thereunder; (c) subject to Condition 2.1, a reference to any document or
      agreement is a reference to such document or agreement as amended, varied,
      supplemented or replaced from time to time; (d) words importing the
      singular include the plural (and vice versa); (e) words denoting a given
      gender include all other genders; and (f) headings are for convenience
      only and do not affect the interpretation of these Conditions.

2.3   Calculations

      Except as expressly provided otherwise in these Conditions, all
      calculations in a given currency under these Conditions will be rounded
      down to the nearest cent in that currency and all other calculations and
      percentages determined hereunder will be rounded down to the nearest 4
      decimal places.

3.    Class A-1 Noteholders bound

      The Class A-1 Noteholders are bound by, and are deemed to have notice of,
      all the provisions of the Transaction Documents. A copy of each
      Transaction Document is available for inspection during normal business
      hours on New York business days at the registered office for the time
      being of the Class A-1 Note Trustee (which is, at the date of these
      Conditions, 101 Barclay Street, 21W, New York, New York, 10286).

      "Transaction Documents" means the Master Trust Deed in so far as it
      relates to the Series Trust, the Series Supplement, the Currency Swap
      Agreement, the Interest Rate Swap Agreements, the Liquidity Facility
      Agreement, the Standby Redraw Facility Agreement, the [ ] Mortgage
      Insurance Policy, the Security Trust Deed, the Dealer Agreement, the
      Underwriting Agreement, the Class A-1 Note Trust Deed, these Conditions,
      the Agency


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

      "Dealer Agreement", "PMI Mortgage Insurance Policy", "Interest Rate Swap
      Agreement", "Liquidity Facility Agreement", "Standby Redraw Facility
      Agreement" and "Underwriting Agreement" have the same respective meanings
      as in the Series Supplement.

4.    Form, denomination and title of and to, and the issue of definitive, Class
      A-1 Notes

4.1   Form and Denomination

      The Class A-1 Notes will be issued in registered form, without interest
      coupons, in minimum denominations of US$100,000 and integral multiples of
      US$10,000 in excess thereof. The initial principal amount of each Class
      A-1 Note (the "Initial Invested Amount" in relation to that Class A-1
      Note) will be stated on its face.

4.2   Title

      Title to the Class A-1 Notes will only be shown on, and will only pass by
      registration in, the register (the "Class A-1 Note Register") maintained
      by the Class A-1 Note Registrar in accordance with the Agency Agreement.
      Class A-1 Notes may be transferred, or may be exchanged for other Class
      A-1 Notes in any authorised denominations and a like Invested Amount (as
      defined in Condition 6.4), upon the surrender of the Class A-1 Notes to be
      transferred or exchanged duly endorsed with or accompanied by a written
      instrument of transfer and exchange duly executed (with such execution
      guaranteed by an eligible guarantor institution) and the provision of such
      other documents as the Class A-1 Note Registrar may reasonably require, to
      a specified office of the Class A-1 Note Registrar (as set out at the end
      of these Conditions or otherwise notified to Class A-1 Noteholders)
      subject to and in accordance with the Agency Agreement. No service charge
      may be made for any transfer or exchange, but the Class A-1 Note Registrar
      may require payment by the Class A-1 Noteholder of a sum sufficient to
      cover any tax or other governmental charge that may be imposed in
      connection with any transfer or exchange of Class A-1 Notes. The Class A-1
      Note Registrar need not register transfers or exchanges of Class A-1 Notes
      for a period of 30 days preceding the due date for any payment with
      respect to the Class A-1 Notes or for a period, not exceeding 30 days,
      specified by the Class A-1 Note Trustee prior to any meeting, which
      includes Class A-1 Noteholders, under the Master Trust Deed or the
      Security Trust Deed. The Issuer, the Class A-1 Note Trustee, the Manager,
      the Agent Bank and each Paying Agent may accept the correctness of the
      Class A-1 Note Register and any information provided to it by the Class
      A-1 Note Registrar and is not required to enquire into its authenticity.
      None of the Issuer, the Class A-1 Note Trustee, the Manager, the Agent
      Bank, any Paying Agent or the Class A-1 Note Registrar is liable for any
      mistake in the Class A-1 Note Register or in any purported copy except to
      the extent that the mistake is attributable to its own fraud, negligence
      or wilful default.

5.    Status, security and relationship between the Class A-1 Notes, the Class
      A-2 Notes, the Class B Notes and the Redraw Bonds

5.1   Status of the Securities

      The Notes and the Redraw Bonds (as defined in Condition 5.6) (together the
      "Securities") are direct, secured (as described in Condition 5.2) limited
      recourse (as described in Condition 5.3) obligations of the Issuer.

5.2   Security

      The obligations of the Issuer under the Securities are (amongst the other
      payment obligations of the Issuer comprising the Secured Moneys (as
      defined below)) secured, pursuant to the


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      Security Trust Deed, in favour of the Security Trustee as trustee for the
      Secured Creditors (as defined below), by a floating charge (the "Charge")
      over all of the assets and property, real and personal (including choses
      in action and other rights), tangible and intangible, present or future,
      of the Series Trust (the "Charged Property"). The Charged Property
      includes an equitable interest in certain mortgage loans, and related
      mortgages, acquired by the Issuer from a Seller. The Charge is a first
      ranking security, subject only to the Prior Interest in the Charged
      Property.

      "Class A-2 Tranche" means any Class A-2 tranche issued pursuant to the
      Master Trust Deed and Series Supplement.

      "Class A Noteholders" means the Class A-1 Noteholders and the Class A-2
      Noteholders (as defined in the Series Supplement).

      "Invested Amount" in relation to a Class A-1 Note is defined in Condition
      6.4 and in relation to a Class A-2 Note, Class B Note or Redraw Bond means
      (as defined in the Series Supplement) A$100,000 less the aggregate of all
      amounts previously paid in relation to that Note or Redraw Bond on account
      of principal pursuant to clause 10.3(c) of the Series Supplement.

      "Prior Interest" means the lien over, and right of indemnification from,
      the Charged Property held by the Issuer under, and calculated in
      accordance with, the Master Trust Deed for the fees, costs, charges and
      expenses incurred by or payable to the Issuer (in its capacity as trustee
      of the Series Trust) in accordance with the Master Trust Deed and the
      Series Supplement (other than the Secured Moneys and other than the
      Arranging Fees (as defined in the Series Supplement) payable to the
      Manager) which are unpaid or paid by the Issuer but not reimbursed to the
      Issuer from the assets and property of the Series Trust.

      "Secured Creditors" means the Class A-1 Note Trustee (in its personal
      capacity and as trustee of the Class A-1 Trust established under the Class
      A-1 Note Trust Deed), each Agent, each Securityholder, each Hedge Provider
      (as defined in the Series Supplement), the Liquidity Facility Provider (as
      defined in the Series Supplement), the Standby Redraw Facility Provider
      (as defined in the Series Supplement), the Servicer and the Sellers.

      "Secured Moneys" means, without double counting, the aggregate of all
      moneys owing to the Security Trustee or to a Secured Creditor under any of
      the Transaction Documents, whether such amounts are liquidated or not or
      are contingent or presently accrued due, and includes all rights sounding
      in damages only provided that:

      (a)   the amount owing by the Issuer in relation to the principal
            component of a Security is to be calculated by reference to the
            Invested Amount of that Security;

      (b)   the amount owing by the Issuer in relation to the principal
            component of the Standby Redraw Facility Agreement is to be
            calculated by reference to the aggregate of the Standby Redraw
            Facility Principal and the Unreimbursed Principal Charge-offs in
            relation to the Standby Redraw Facility Principal;

      (c)   the Secured Moneys do not include any fees or value added tax
            payable to the Class A-1 Note Trustee or an Agent referred to in
            clause 12.7 of the Class A-1 Note Trust Deed or Clause 12.6 of the
            Agency Agreement.

      "Securityholders" means the Class A Noteholders, the Class B Noteholders
      (as defined in the Series Supplement) and the Redraw Bondholders (as
      defined in the Series Supplement).

5.3   Limited Recourse

      The liability of the Issuer to make interest and principal payments on the
      Class A-1 Securities is limited, except in certain circumstances described
      in Condition 12, to the assets and


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      property of the Series Trust available for this purpose in accordance
      with, and subject to the order of priority of payments in, the Series
      Supplement (prior to enforcement of the Charge) or the Security Trust Deed
      (following enforcement of the Charge).

      The net proceeds of realisation of the assets and property of the Series
      Trust (including following enforcement of the Charge) may be insufficient
      to pay all amounts due to the Class A-1 Noteholders and any other amounts
      ranking in priority to or equally with amounts due to the Class A-1
      Noteholders. Except in the limited circumstances described in Condition
      12, the assets of Perpetual held in its personal capacity will not be
      available for payment of any shortfall arising and all claims in respect
      of such shortfall will be extinguished. The assets of Perpetual held in
      its capacity as trustee of any other trust (including any other series
      trust established pursuant to the Master Trust Deed) will not in any
      circumstances be available to pay any amounts due to Class A-1
      Noteholders.

      None of the Bank, the Manager, the Class A-1 Note Trustee, the Security
      Trustee, any Agent, each Currency Swap Provider or the Managers (as
      defined in the Underwriting Agreement), amongst others, has any obligation
      to any Class A-1 Noteholder for payment of any amount owed by the Issuer
      in respect of the Class A-1 Notes.

5.4   Ranking of Class A-1 Notes

      The Class A-1 Notes rank equally and rateably and without any preference
      or priority among themselves as regards payment of interest and principal.

5.5   Ranking of Class A-1 and Class A-2 Notes

      (a)   Prior to the enforcement of the Charge, under the Series Supplement
            and subject to Condition 5.5(a)(ii):

            (i)   The Class A-1 Notes and Class A-2 Notes will rank equally and
                  rateably in relation to the allocation and payment of interest
                  and principal. The amounts payable by the Issuer under the
                  Series Supplement in relation to the Class A-1 Notes will be
                  calculated by reference to the applicable Australian dollar
                  amounts payable by the Issuer to the Currency Swap Provider,
                  which rank equally and rateably with amounts payable in
                  respect of the Class A-2 Notes, which in turn will be applied
                  to meet the payment of interest and the repayment of principal
                  (as applicable) on the Class A-1 Notes as explained,
                  respectively, in Conditions 6.9 and 7.2.

            (ii)  On a Monthly Distribution Date which is not also a Quarterly
                  Distribution Date, payments of certain expenses and interest
                  due on the Class A-1 Notes will only be made by the Issuer in
                  accordance with the Series Supplement if, on the Determination
                  Date preceding that Monthly Distribution Date, the aggregate
                  of any Available Income Amount and any unutilised portion of
                  the Liquidity Facility Limit (or, if the Determination Date
                  falls during the Liquidity Cash Advance Deposit Period, the
                  unutilised portion of the Liquidity Cash Advance Deposit)
                  exceeds the A$ Equivalent of interest accrued but unpaid in
                  relation to the Class A-1 Notes.

      (b)   Following enforcement of the Charge, under the Security Trust Deed
            and subject the Condition 5.5(b)(ii):

            (i)   The payment of amounts owing in relation to the Class A-1
                  Notes and


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<PAGE>

                  the Class A-2 Notes will rank rateably (the amounts owing in
                  respect of the Class A-1 Notes will, for the purposes of
                  determining distributions to, and allocations between, the
                  Class A-1 Noteholders, the Class A-2 Noteholders and the other
                  Secured Creditors, be converted into A$ in accordance with the
                  Security Trust Deed).

            (ii)  Any Class A-1 Principal Carryover Amount and any Income
                  Carryover Amount determined in accordance with the Series
                  Supplement and available to the Security Trustee will be paid
                  to the Class A-1 Noteholders rateably up to the Stated Amount
                  of the relevant Class A-1 Note.

      "Available Income Amount", "Liquidity Facility Limit", "Liquidity Cash
      Advance Deposit Period", "Liquidity Cash Advance Deposit", "Class A-1
      Principal Carryover Amount" and "Income Carryover Amount" have the same
      respective meanings as set out in the Series Supplement and the Liquidity
      Facility Agreement (as appropriate)

5.6   Issue of Redraw Bonds

      Under the Series Supplement, the Issuer is entitled to issue debt
      securities ("Redraw Bonds") from time to time at the direction of the
      Manager. If prior to a Determination Date, the Manager considers that the
      aggregate of:

      (a)   the Principal Collections, the Principal Charge-Off Reimbursements
            (as defined in Condition 7.10) and the Other Principal Amounts for
            the Collection Period ending on the Determination Date; and

      (b)   the Standby Redraw Facility Advance (as hereinafter defined) (if
            any) to be made on the next Monthly Distribution Date,

      as estimated by the Manager are likely to be insufficient to meet in full
      the aggregate of:

      (c)   the Seller Advances; and

      (d)   the Standby Redraw Facility Principal,

      that the Manager estimates will be outstanding on the Determination Date,
      the Manager may direct the Issuer to issue Redraw Bonds for a principal
      amount specified in the direction. The maximum Stated Amount (as
      hereinafter defined) of the Redraw Bonds outstanding on any Monthly
      Distribution Date (after taking into account any expected repayment of
      principal on the Redraw Bonds on that Monthly Distribution Date) must not
      exceed the Redraw Bond Principal Limit.

      "Collection Period", "Determination Date", "Monthly Distribution Date",
      "Other Principal Amount", "Principal Collections", "Redraw Bond Principal
      Limit", "Seller Advance", "Standby Redraw Facility Advance", "Standby
      Redraw Facility Principal" and "Stated Amount" in relation to the Redraw
      Bonds have the same respective meanings as in the Series Supplement.

      Prior to the enforcement of the Charge, under the Series Supplement: (i)
      the payment of interest on the Redraw Bonds will rank equally and rateably
      with the payment of interest on the Class A Notes (or, in the case of the
      Class A-1 Notes, equally and rateably with the payment of the relevant A$
      amount by the Issuer to the Currency Swap Provider which in turn will be
      applied to meet the payment of interest on the Class A-1 Notes as
      explained in Condition 6.9); and (ii) the repayment of principal on the
      Redraw Bonds will rank ahead of the repayment of principal on the Class A
      Notes (or, in the case of the Class A-1 Notes, ahead of the payment of the
      relevant A$ amount by the Issuer to the Currency Swap Provider which in
      turn will be applied to meet the repayment of principal on the Class A-1
      Notes as explained in Condition 7.2).


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<PAGE>

      Following the enforcement of the Charge, under the Security Trust Deed the
      payment of amounts owing in relation to the Redraw Bonds will rank
      rateably with the payment of amounts owing in relation to the Class A
      Notes (the amounts owing in respect of the Class A-1 Notes will, for the
      purposes of determining distributions to, and allocations between, the
      Class A-1 Noteholders and Redraw Bondholders and other Secured Creditors,
      be converted into A$ in accordance with the Security Trust Deed).

5.7   Subordination of Class B Notes

      Prior to the enforcement of the Charge, the payment of interest in
      relation to the Class B Notes is subordinated to, amongst other things,
      the payment of interest on the Class A Notes and the Redraw Bonds in
      accordance with the Series Supplement; and the repayment of the principal
      on the Class B Notes is, to a certain extent, subordinated to, amongst
      other things, the repayment of the principal on the Class A Notes and the
      Redraw Bonds in accordance with the calculations to be made of the amounts
      to be paid by the Issuer under the Series Supplement (in the case of the
      Class A-1 Notes, the subordination of the Class B Notes is in respect of
      the relevant A$ amounts payable by the Issuer to the Currency Swap
      Provider which in turn will be applied to meet the payment of interest and
      the repayment of principal on the Class A-1 Notes as explained,
      respectively, in Conditions 6.9 and 7.2.).

      Following the enforcement of the Charge, in the distribution of the net
      proceeds (if any) arising from the enforcement of the Charge, any payment
      in relation to the Class B Notes will be subordinated to, amongst other
      things, payment of all amounts due in relation to the Class A Notes and
      the Redraw Bonds (the amounts owing in respect of the Class A-1 Notes
      will, for the purposes of determining distributions to, and allocations
      between, the Class A-1 Noteholders, and Class B Noteholders and other
      Secured Creditors, be converted into A$ in accordance with the Security
      Trust Deed).

      The Security Trust Deed contains provisions requiring the Security
      Trustee, subject to other provisions of the Security Trust Deed, to give
      priority to the interests of the Class A Noteholders and the Redraw
      Bondholders if there is a conflict between the interests of the Class A
      Noteholders and the Redraw Bondholders (on the one hand) and any other
      Secured Creditor, including the Class B Noteholders (on the other hand).
      In determining the interests of the Class A-1 Noteholders, the Security
      Trustee may rely on a determination of the Class A-1 Note Trustee.

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

      The Securities enjoy the same rights, entitlements, benefits and
      restrictions except as expressly provided in the Transaction Documents.

6.    Interest

6.1   Period of Accrual

      Each Class A-1 Note accrues interest from (and including)[          ] and
      ceases to accrue interest on (but excluding) the earliest of:

      (a)   the date on which the Stated Amount (as hereinafter defined) of the
            Class A-1 Note is reduced to zero and all accrued but previously
            unpaid interest, is paid in full;

      (b)   the date on which the Class A-1 Note is redeemed or repaid in full
            in accordance with Condition 7 (other than Condition 7.6) unless,
            upon presentation, payment is improperly withheld or refused in
            which case the Class A-1 Note will continue to bear interest in
            accordance with this Condition 6 (both before and after judgment)
            until (but excluding) whichever is the earlier of:

            (i)   the day on which all sums due in respect of the Class A-1 Note
                  up to that


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<PAGE>

                  day are received by or on behalf of the Class A-1 Noteholder;
                  and

            (ii)  the seventh day after notice is given to the Class A-1
                  Noteholder (either in accordance with Condition 11.1 or
                  individually) that, where required by Condition 8.2, upon
                  presentation thereof being duly made, such payment will be
                  made, provided that upon such presentation payment is in fact
                  made; and

      (c)   the date on which the Class A-1 Note is deemed to be redeemed in
            accordance with Condition 7.6.

      "Stated Amount" in relation to:

      (a)   a Class A-1 Note at any given time means the Initial Invested Amount
            of that Class A-1 Note less the sum of:

            (i)   the aggregate of all amounts previously paid in relation to
                  that Class A-1 Note on account of principal pursuant to
                  Condition 7.2(c); and

            (ii)  the aggregate of all then Unreimbursed Principal Charge-offs
                  (as defined in Condition 7.10) in relation to that Class A-1
                  Note; and

      (b)   any other Security at any given time means (as defined in the Series
            Supplement) A$100,000 less the sum of:

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

            (ii)  the aggregate of all then Unreimbursed Principal Charge-Offs
                  (as defined in the Series Supplement) in relation to that
                  A$Security.

6.2   Accrual Periods

      The period that a Class A-1 Note accrues interest in accordance with
      Condition 6.1 is divided into periods (each an "Accrual Period"). The
      first quarterly Accrual Period for a Class A-1 Note commences on (and
      includes) the Issue Date and ends on (but does not include) the first
      Quarterly Distribution Date thereafter. Each succeeding quarterly Accrual
      Period for a Class A-1 Note commences on (and includes) a Quarterly
      Distribution Date and ends on (but does not include) the next Quarterly
      Distribution Date. The final quarterly Accrual Period for a Class A-1 Note
      ends on (but does not include) the date on which interest ceases to accrue
      on the Class A-1 Note pursuant to Condition 6.1.

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

      "Quarterly Distribution Date" means the [  ]th day of August, November,
      February and May in each year (or, if such a day is not a Business Day,
      the next Business Day). The first Quarterly Distribution Date is [
             ] (or, if that day is not a Business Day, the next Business Day).

6.3   Interest Rate for the Class A-1 Notes

      The rate of interest ("Interest Rate") payable from time to time in
      respect of a Class A-1 Note and a quarterly Accrual Period is the
      aggregate of USD-LIBOR-BBA (as hereinafter defined) for that quarterly
      Accrual Period and the Issue Margin (as hereinafter defined) in relation
      to the Class A-1 Note.


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<PAGE>

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

      (a)   on the second Banking Day before the beginning of the quarterly
            Accrual Period (a "Rate Set Date") the Agent Bank will determine the
            rate "USD-LIBOR-BBA" as the applicable Floating Rate Option under
            the Definitions of the International Swaps and Derivatives
            Association, Inc. ("ISDA") (the "ISDA Definitions") being the rate
            applicable to an Accrual Period for three-month deposits in US
            dollars in the London inter-bank market which appears on the Rate
            Page (as hereinafter defined) as of 11.00am, London time, on the
            Rate Set Date;

      (b)   if such rate does not appear on the Rate Page at that time, the
            USD-LIBOR-BBA for that quarterly Accrual Period will be determined
            as if the Issuer and the Agent Bank had specified
            "USD-LIBOR-Reference Banks" as the applicable Floating Rate Option
            under the ISDA Definitions. For this purpose "USD-LIBOR-Reference
            Banks" means that the rate for a quarterly Accrual Period will be
            determined on the basis of the rates at which deposits in US dollars
            are offered by the Reference Banks (being four major banks in the
            London interbank market determined by the Agent Bank) at
            approximately 11.00am, London time, on the Rate Set Date to prime
            banks in the London interbank market for a period of three months
            commencing on the first day of the quarterly Accrual Period and in a
            Representative Amount (as defined in the ISDA Definitions). The
            Agent Bank will request the principal London office of each of the
            Reference Banks to provide a quotation of its rate. If at least two
            such quotations are provided, the USD-LIBOR-BBA for that quarterly
            Accrual Period will be the arithmetic mean of the quotations. If
            fewer than two quotations are provided as requested, the
            USD-LIBOR-BBA for that quarterly Accrual Period will be the
            arithmetic mean of the rates quoted by not less than two major banks
            in New York City, selected by the Agent Bank and the Currency Swap
            Provider, at approximately 11.00am, New York City time, on that Rate
            Set Date for loans in US dollars to leading European banks for a
            period of three months commencing on the first day of the quarterly
            Accrual Period and in a Representative Amount. If no such rates are
            available in New York City, then the USD-LIBOR-BBA for such
            quarterly Accrual Period will be the most recently determined rate
            in accordance with paragraph (a); and

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

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

      "Rate Page" means Telerate Page 3750 or, if Telerate Page 3750 ceases to
      quote the relevant rate, such other page, section or part of Telerate as
      quotes the relevant rate and is selected by the Agent Bank or, if there is
      no such page, section or part of such other page, section or part of a
      different screen information service as quotes the relevant rate selected
      by the Agent Bank and approved by the Class A-1 Note Trustee.

      "Issue Margin" in relation to a Class A-1 Note means, subject to the
      following:

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

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


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<PAGE>

      If on or after the Call Date the Issuer, at the direction of the Manager,
      proposes to exercise its option to redeem the Securities at their Stated
      Amount in accordance with Condition 7.3 on a Quarterly Distribution Date
      but is unable to do so because, following a meeting of Securityholders
      convened under the provisions of the Security Trust Deed by the Manager
      for this purpose, the Securityholders have not approved by an
      Extraordinary Resolution (as defined in Condition 9.1) the redemption of
      the Securities at their Stated Amount, then the Issue Margin in relation
      to each Class A-1 Note from, and including, that Quarterly Distribution
      Date to, but excluding, the date on which that Class A-1 Note ceases to
      accrue interest in accordance with Condition 6.1, is [ ]% per annum.

      There is no maximum or minimum Interest Rate for the Class A-1 Notes.

6.4   Calculation of Interest on the Class A-1 Notes

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

      "Invested Amount" in relation to a Class A-1 Note means the Initial
      Invested Amount of that Class A-1 Note less the aggregate of all amounts
      previously paid in relation to that Class A-1 Note on account of principal
      pursuant to Condition 7.2(c).

6.5   Determination of Interest Rate and Class A-1 Interest Amount

      The Agent Bank will, as soon as practicable after 11.00am (London time or,
      if applicable, New York City time) on each Rate Set Date, determine the
      Interest Rate in relation to the Class A-1 Notes, and calculate the Class
      A-1 Interest Amount, for the immediately succeeding quarterly Accrual
      Period in accordance with, respectively, Conditions 6.3 and 6.4. The
      determination of the Interest Rate, and the calculation of the Class A-1
      Interest Amount, by the Agent Bank in accordance with, respectively,
      Conditions 6.3 and 6.4 will (in the absence of manifest error, wilful
      default or bad faith) be final and binding upon all parties.

6.6   Notification and Publication of Interest Rate and Class A-1 Interest
      Amount

      The Agent Bank will cause the Interest Rate and the Class A-1 Interest
      Amount for each quarterly Accrual Period, and the date of the next
      Quarterly Distribution Date, to be notified to the Issuer, the Manager,
      the Class A-1 Note Trustee, the Currency Swap Provider, the Paying Agents
      and the UKLA (for so long as the Class A-1 Notes are listed on the
      Official List of the UKLA) on or as soon as practical after the Agent Bank
      has determined the Interest Rate and calculated the Class A-1 Interest
      Amount or on such earlier date as the UKLA may require (for so long as the
      Class A-1 Notes are listed on the Official List of the UKLA) and will
      cause the same to be published in accordance with Condition 11.2 as soon
      as practical after that notification. The Class A-1 Interest Amount and
      the Quarterly Distribution Date may subsequently be amended (or
      appropriate alternative arrangements made by way of adjustment) without
      notice in the event of an extension or shortening of the quarterly Accrual
      Period. If following the occurrence of an Event of Default (as defined in
      Condition 9.1), the Security Trustee declares in accordance with the
      Security Trust Deed that the Class A-1 Notes are immediately due and
      payable, the Class A-1 Interest Amount and the Interest Rate in respect of
      the Class A-1 Notes will nevertheless continue to be calculated by the
      Agent Bank in accordance with this Condition, but no publication of the
      Class A-1 Interest Amount or the Interest Rate so calculated or the
      Quarterly Distribution Dates needs to be made unless, in the case of the
      Class A-1 Interest Amount or the Interest Rate, the Class A-1 Note Trustee
      otherwise requires.

6.7   Determination or Calculation by the Class A-1 Note Trustee


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      If the Agent Bank at any time for any reason does not determine the
      Interest Rate in respect of the Class A-1 Notes, or calculate the Class
      A-1 Interest Amount, in accordance with this Condition 6, the Class A-1
      Note Trustee will do so and each such determination or calculation by the
      Class A-1 Note Trustee will be as if made by the Agent Bank. In doing so,
      the Class A-1 Note Trustee will apply the foregoing provisions of this
      Condition 6, with any necessary consequential amendments, to the extent
      that it can and in all other respects it will do so in such a manner as it
      considers to be fair and reasonable in all the circumstances.

6.8   Agent Bank

      The Issuer will procure that, for so long as any of the Class A-1 Notes
      remain outstanding, there will at all times be an Agent Bank. The Issuer,
      at the direction of the Manager, may with the prior written approval of
      the Class A-1 Note Trustee, terminate the appointment of the Agent Bank
      immediately on the occurrence of certain events specified in the Agency
      Agreement in relation thereto or, otherwise, by giving not less than 60
      days' notice in writing to, amongst others, the Agent Bank. Notice of that
      termination will be given by the Issuer to the Class A-1 Noteholders in
      accordance with Condition 11.1. If any person is unable or unwilling to
      continue to act as the Agent Bank, or if the appointment of the Agent Bank
      is terminated, the Issuer, at the direction of the Manager, will appoint a
      successor Agent Bank to act as such in its place, provided that neither
      the resignation nor removal of the Agent Bank will take effect until a
      successor approved by the Class A-1 Note Trustee has been appointed and
      notice of the appointment of the successor has been given by the Issuer to
      the Class A-1 Noteholders in accordance with Condition 11.1. The initial
      Agent Bank and its specified office are set out at the end of these
      Conditions.

6.9   Payment of the Class A-1 Interest Amount

      (a)   The Class A-1 Interest Amount for each quarterly Accrual Period in
            relation to a Class A-1 Note is payable in arrear in US$ on the
            Quarterly Distribution Date which is the last day of the quarterly
            Accrual Period. On each Quarterly Distribution Date prior to the
            enforcement of the Charge, the Issuer must:

            (i)   to the extent that there are funds available for this purpose
                  in accordance with the Series Supplement pay, in accordance
                  with the directions of the Manager, the A$ Class A-1 Interest
                  Amount and any A$ Class A-1 Unpaid Interest Amount in relation
                  to that Quarterly Distribution Date rateably to the Currency
                  Swap Provider in accordance with the Class A-1 Currency Swaps;

            (ii)  direct each Currency Swap Provider (which direction may be
                  contained in the relevant Class A-1 Currency Swap) to pay the
                  Class A-1 Interest Payments on each Quarterly Distribution
                  Date to the Principal Paying Agent in accordance with the
                  Agency Agreement; and

            (iii) direct the Principal Paying Agent (which direction may be
                  contained in the Agency Agreement) to pay the Class A-1
                  Interest Payments received by it from the Currency Swap
                  Provider on a Quarterly Distribution Date rateably amongst the
                  Class A-1 Notes based on their Stated Amounts towards the
                  Class A-1 Interest Amount in relation to each Class A-1 Note
                  in relation to the quarterly Accrual Period ending on that
                  Quarterly Distribution Date and any then Class A-1 Unpaid
                  Interest Amount (as defined in Condition 6.10) in relation to
                  each Class A-1 Note (to the extent included in the Class A-1
                  Interest Payment) in accordance with, and subject to, these
                  Conditions and the Agency Agreement.

      (b)   On each Monthly Distribution Date that is not also a Quarterly
            Distribution Date any surplus Available Income, after paying
            expenses due on that Monthly Distribution Date as specified in the
            Series Supplement, is retained in the Collections Account or
            invested in Authorised Short-Term Investments as the Income
            Carryover Amount in accordance with the Series Supplement. The
            Income


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                  Carryover Amount forms part of Available Income to be
                  distributed on the next Determination Date in accordance with
                  the Series Supplement.

      "A$ Class A-1 Interest Amount" , "A$ Class A-1 Unpaid Interest
      Amount","Authorised Short-Term Investments", "Class A-1 Interest Payment"
      and "Collections Account" have the same respective meanings as in the
      Series Supplement.

6.10  Interest on Unpaid Interest Amounts

      If interest is not paid in respect of a Class A-1 Note on the date when
      due and payable, that unpaid interest will itself bear interest at the
      Interest Rate in relation to the Class A-1 Notes applicable from time to
      time until (but excluding the date of payment) the unpaid interest, and
      interest on it, is paid in accordance with Condition 6.9 (the unpaid
      interest and interest on that unpaid interest, in relation to a Class A-1
      Note, is a "Class A-1 Unpaid Interest Amount").

7.    Redemption of the Class A-1 Notes

7.1   Final redemption of the Class A-1 Notes

      Unless previously redeemed (or deemed to be redeemed) in full, the Issuer
      will redeem the Class A-1 Notes at their then Stated Amount, together with
      all then accrued but unpaid interest, on the Quarterly Distribution Date
      occurring in [         ] (the "Scheduled Maturity Date").

7.2   Part Redemption of Class A-1 Notes

      Subject to Conditions 7.3, 7.4 and 7.6:

      (a)   on each Quarterly Distribution Date prior to the enforcement of the
            Charge until the Stated Amount of the Class A-1 Notes is reduced to
            zero the Issuer must :

            (i)   pay, in accordance with the directions of the Manager, the A$
                  Class A-1 Principal Amount (if any) in relation to that
                  Quarterly Distribution Date to the Currency Swap Provider in
                  accordance with the Class A-1 Currency Swaps;

            (ii)  direct the Currency Swap Provider (which instruction may be
                  contained in the relevant Class A-1 Currency Swap) to pay on
                  each Quarterly Distribution Date to the Principal Paying Agent
                  in accordance with the Agency Agreement the US$ Equivalent of
                  the amount of the A$ Class A-1 Principal Amount (such US$
                  Equivalent of the A$ Class A-1 Principal Amount being the
                  "Class A-1 Principal Amount") received by the Currency Swap
                  Provider from the Issuer on that Quarterly Distribution Date;
                  and

            (iii) direct the Principal Paying Agent (which direction may be
                  contained in the Agency Agreement) to pay Class A-1 Principal
                  Amount received from the Currency Swap Provider equally
                  amongst the Class A-1 Notes towards the repayment of the
                  Stated Amount on the Class A-1 Notes in accordance with, and
                  subject to, these Conditions and the Agency Agreement. Such a
                  payment of the Stated Amount on a Class A-1 Note will
                  constitute a redemption of the Class A-1 Note in part to the
                  extent of such repayment and, upon such repayment, the
                  obligation of the Issuer with respect to the Class A-1 Note
                  will be discharged to the extent of such repayment; and

      (b)   on each Monthly Distribution Date that is not also a Quarterly
            Distribution Date any principal allocated to the Class A-1 Notes is
            retained in the Collections Account or invested in Authorised
            Short-Term Investments and form part of the Class A-1 Principal
            Carryover Amount determined in accordance with the Series Supplement
            and to be distributed to the Class A-1 Noteholders on the next
            Quarterly Distribution Date in accordance with this condition 7.2(b)
            and the Series Supplement.


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<PAGE>

      "A$ Class A-1 Principal Amount" and "US$ Equivalent" have the same
      respective meanings as in the Series Supplement.

7.3   Call Option

      The Issuer will, subject to the other provisions of this Condition 7 and
      prior to the enforcement of the Charge, when directed by the Manager (at
      the Manager's option), redeem all, but not some only, of the Securities at
      their then Invested Amount, subject to the following, together with all
      accrued but unpaid interest in respect of the Securities to (but
      excluding) the date of redemption, on any Quarterly Distribution Date
      falling on or after the earlier of:

      (a)   the date on which the aggregate Mortgage Loan Principal (as defined
            in the Series Supplement) expressed as a percentage of the aggregate
            Mortgage Loan Principal at the beginning of business (Sydney time)
            on [          ] falls below 10%; and

      (b)   the Quarterly Distribution Date falling in [        ] (the "Call
            Date").

      Notwithstanding the foregoing, the Issuer may redeem the Securities at
      their Stated Amount, instead of at their Invested Amount, together with
      accrued but unpaid interest in respect of the Securities to (but
      excluding) the date of redemption, if so approved by an Extraordinary
      Resolution (as defined in Condition 9.1) of the Securityholders together.

      The Manager will not direct the Issuer to, and the Issuer will not, so
      redeem the Securities on such a Quarterly Distribution Date unless the
      Issuer is in a position on that Quarterly Distribution Date to repay in
      respect of the Securities their then Invested Amount or Stated Amount, as
      required, together with all accrued but unpaid interest to (but excluding)
      the date of redemption and to discharge all its liabilities in respect of
      amounts which are required under the Security Trust Deed to be paid in
      priority to or equally with the Securities of all classes if the Charge
      were enforced.

      The Issuer will give not more than 60 nor less than 45 days' notice (which
      will be irrevocable) of the relevant Quarterly Distribution Date on which
      a proposed redemption under this Condition 7.3 will occur to the Sellers,
      the Class A-1 Note Trustee, the Principal Paying Agent, the Agent Bank and
      to the Class A-1 Noteholders in accordance with Condition 11.1.

7.4   Redemption for Taxation or Other Reasons

      If the Manager satisfies the Issuer and the Class A-1 Note Trustee
      immediately prior to giving the notice referred to below that by virtue of
      a change in law of the Commonwealth of Australia or any of its political
      subdivisions or any of its authorities or any other jurisdiction to which
      the Issuer becomes subject (or the application or official interpretation
      thereof) (a "Relevant Jurisdiction") from that in effect on the Closing
      Date, either:

      (a)   on the next Quarterly Distribution Date the Issuer will be required
            to deduct or withhold from any payment of principal or interest in
            respect of the Class A-1 Notes or any other class of the Securities
            any amount for or on account of any present or future taxes, duties,
            assessments or governmental charges of whatever nature imposed,
            levied, collected, withheld or assessed by a Relevant Jurisdiction;
            or

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

      and, in each case, such obligation cannot be avoided by the Issuer taking
      reasonable measures available to it, the Issuer must, when so directed by
      the Manager (at the Manager's option),


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<PAGE>

      redeem all, but not some only, of the Securities on any subsequent
      Quarterly Distribution Date at their then Invested Amount, subject to the
      following, together with accrued but unpaid interest in respect of the
      Securities to (but excluding) the date of redemption. Notwithstanding the
      foregoing, the Issuer may redeem the Securities at their Stated Amount,
      instead of at their Invested Amount, together with accrued but unpaid
      interest in respect of the Securities to (but excluding) the date of
      redemption, if so approved by an Extraordinary Resolution (as defined in
      Condition 9.1) of the Securityholders together.

      The Manager will not direct the Issuer to, and the Issuer will not, so
      redeem the Securities unless the Issuer is in a position on such Quarterly
      Distribution Date to repay in respect of the Securities their then
      Invested Amount or Stated Amount, as required, together with all accrued
      but unpaid interest to (but excluding) the date of redemption and to
      discharge all its liabilities in respect of amounts which are required
      under the Security Trust Deed to be paid in priority to or equally with
      the Securities of all classes if the Charge were enforced.

      The Issuer will give not more than 60 nor less than 45 days' notice (which
      will be irrevocable) of the Quarterly Distribution Date on which a
      proposed redemption under this Condition 7.4 will occur to the Class A-1
      Note Trustee, the Sellers, the Principal Paying Agent, the Class A-1 Note
      Registrar, the Agent Bank and the Class A-1 Noteholders in accordance with
      Condition 11.1.

      If an event referred to in paragraph (a) of this Condition 7.4 occurs in
      respect of only the Class A-1 Notes (and not any other Securities) and as
      a result thereof the Issuer gives notice in accordance with this Condition
      7.4 that it proposes to redeem all of the Securities on the Quarterly
      Distribution Date referred to in that notice, the Class A-1 Noteholders
      may by a Special Majority (as defined in Condition 10.3) in accordance
      with the Class A-1 Note Trust Deed elect that they do not require the
      Issuer to redeem the Class A-1 Notes. If the Class A-1 Noteholders make
      such an election they (or the Class A-1 Note Trustee on their behalf) must
      notify the Issuer and the Manager not less than 21 days before the
      proposed Quarterly Distribution Date for the redemption of the Class A-1
      Notes. Upon receipt of such a notice, the Issuer must not so redeem the
      Securities.

7.5   Certification

      For the purpose of any redemption made under Condition 7.3 or 7.4, the
      Issuer and the Class A-1 Note Trustee may rely on any certificate of an
      Authorised Officer (as defined in the Master Trust Deed) of the Manager
      that the Issuer will be in a position to repay in respect of the
      Securities their then Invested Amount or Stated Amount, as applicable,
      together with all accrued but unpaid interest to (but excluding) the date
      of redemption and to discharge all its liabilities in respect of amounts
      required under the Security Trust Deed to be paid in priority to or
      equally with the Securities if the Charge were enforced.

7.6   Redemption on Final Payment

      Upon a final distribution being made in respect of the Class A-1 Notes
      under clause 26.12 of the Series Supplement or clause 13.1 of the Security
      Trust Deed, the Class A-1 Notes will thereupon be deemed to be redeemed
      and discharged in full and any obligation to pay any accrued but then
      unpaid Class A-1 Interest Amount or any Class A-1 Unpaid Interest Amount
      or any then unpaid Invested Amount, Stated Amount or other amounts in
      relation to the Class A-1 Notes will be extinguished in full.

7.7   Cancellation

      All Class A-1 Notes redeemed in full (or deemed to be redeemed in full)
      pursuant to the above Conditions will be cancelled and may not be resold
      or reissued.

7.8   No Payment in excess of Stated Amount


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<PAGE>

      Subject to Conditions 7.3 and 7.4, no amount of principal will be repaid
      in respect of a Class A-1 Note in excess of the Stated Amount of the Class
      A-1 Note.

7.9   Application of Principal Charge-offs

      If on a Determination Date immediately prior to a Quarterly Distribution
      Date (as hereinafter defined) any Principal Charge-off is allocated to the
      Class A-1 Notes in accordance with the Series Supplement, it will reduce
      the Stated Amount of the Class A-1 Notes (equally and rateably according
      to their Stated Amount) by an amount equal to the US$ Equivalent of the
      amount so allocated until the Stated Amount of the Class A-1 Notes is
      reduced to zero. A reduction in the Stated Amount of a Class A-1 Note in
      accordance with the foregoing will take effect on the next Quarterly
      Distribution Date.

      "Determination Date" and "Principal Charge-off" have the same respective
      meanings as in the Series Supplement.

7.10  Principal Charge-offs Reimbursement

      If on a Determination Date immediately prior to a Quarterly Distribution
      Date any Principal Charge-off Reimbursement is allocated to the Class A-1
      Notes based upon the Adjusted Stated Amount of the Class A-1 Notes and in
      accordance with the Series Supplement, it will reduce the Unreimbursed
      Principal Charge-offs of the Class A-1 Notes (rateably according to their
      amount of Unreimbursed Principal Charge-offs) by an amount equal to the
      US$ Equivalent of the amount so allocated until the Unreimbursed Principal
      Charge-offs in respect of the Class A-1 Notes are reduced to zero. A
      reduction in the Unreimbursed Principal Charge-offs in respect of the
      Class A-1 Notes in accordance with the foregoing, and the resultant
      increase in the Stated Amount of the Class A-1 Notes, will take effect on
      the next Quarterly Distribution Date.

      "Adjusted Stated Amount" means in relation to the Class A-1 Notes, the
      aggregate of the A$ Stated Amount of the Class A-1 Notes less the A$ Class
      A-1 Principal Carryover Amount.

      "Principal Charge-off Reimbursement" has the same meaning as in the Series
      Supplement.

      "Unreimbursed Principal Charge-offs" in relation to a Class A-1 Note at
      any time means the aggregate of the US$ Equivalent of the Principal
      Charge-offs up to and including that time allocated to the Class A-1 Note
      in accordance with Condition 7.9 less the aggregate of the US$ Equivalent
      of the Principal Charge-off Reimbursements prior to that time allocated to
      the Class A-1 Note in accordance with this Condition 7.10.

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

      (a)   No later than two Business Days prior to each Quarterly Distribution
            Date, the Manager will determine: (i) the amount of any Class A-1
            Principal Amount payable in respect of each Class A-1 Note on that
            Quarterly Distribution Date; (ii) the Stated Amount and Invested
            Amount of each Class A-1 Note as at the first day of the Accrual
            Period commencing on that Quarterly Distribution Date (after
            deducting any Class A-1 Principal Amounts due to be paid in respect
            of such Class A-1 Note on that Quarterly Distribution Date and after
            making any other adjustments to the Stated Amount or the Invested
            Amount (as the case may be) of the Class A-1 Note in accordance with
            these Conditions on or with effect from that Quarterly Distribution
            Date); (iii) the Class A-1 Note Factor (as defined below) as at that
            Quarterly Distribution Date; and (iv) the amount of the Class A-1
            Interest Payment to be made on the Quarterly Distribution Date
            applicable to each Class A-1 Note.

      (b)   The Manager will notify the Issuer, the Class A-1 Note Trustee, the
            Principal Paying Agent, the Agent Bank, the Class A-1 Note Registrar
            and the UKLA (for so long as the Class A-1 Notes are listed on the
            Official List of the UKLA) as soon as


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<PAGE>

            practical (and in any event by not later than two Business Days
            prior to the Quarterly Distribution Date or on such earlier date as
            the UKLA may require (for so long as the Class A-1 Notes are listed
            on the Official List of the UKLA)) of each determination of an
            amount or percentage referred to in Condition 7.11(a) and will cause
            details of each of those determinations to be published in
            accordance with Condition 11.2 as soon as practical after that
            notification. If no Class A-1 Principal Amount is due to be paid on
            the Class A-1 Notes on any Quarterly Distribution Date the Manager
            will cause a notice to be given in accordance with Condition 11.2 as
            soon as practicable (and in any event by no later than the relevant
            Quarterly Distribution Date).

      (c)   If the Manager does not at any time for any reason make one or more
            of the determinations referred to in Condition 7.11(a), the Agent
            Bank (or, failing the Agent Bank, the Class A-1 Note Trustee) must
            make such determinations in accordance with this Condition (but
            based on the information in its possession) and each such
            determination will be deemed to have been made by the Manager.

      "Class A-1 Note Factor" at a given time means the percentage calculated as
      follows:

                                             A
                                    CA1NF = ---
                                             B

                  where:

                  CA1NF = the Class A-1 Note Factor;

                  A  =  the aggregate Invested Amount of the Class A-1 Notes
                        on the last day of the just ended quarterly Accrual
                        Period; and

                  B  =  the aggregate Initial Invested Amount of the Class A-1
                        Notes.

8.    Payments

8.1   Method of Payment

      Any instalment on account of interest or principal payable on any Class
      A-1 Note which is punctually paid or duly provided for by or on behalf of
      or at the direction of the Issuer to the Principal Paying Agent on the
      applicable Quarterly Distribution Date shall be paid to the person in
      whose name such Class A-1 Note is registered on the relevant Record Date
      (as defined below), by wire transfer in immediately available funds to the
      account designated by such person or, if such person so requests in
      writing, by cheque mailed first-class, postage prepaid, to such person's
      address as it appears on the Class A-1 Note Register on such Record Date.

      "Record Date" in relation to a Quarterly Distribution Date or any other
      date for any payment to be made in respect of a Class A-1 Note means the
      day which is the last day of the prior calendar month.

8.2   Surrender on Final Payment

      Prior to a final distribution being made in respect of the Class A-1 Notes
      under clause 26.12 of the Series Supplement or clause 13.1 of the Security
      Trust Deed the Class A-1 Note Trustee must notify the persons in whose
      names the Class A-1 Notes are registered on the relevant Record Date of
      the date upon which the Class A-1 Note Trustee expects that final
      distribution to be made and specify if that such final distribution will
      be payable only upon surrender of the relevant Class A-1 Note to a Paying
      Agent at its specified office. No such final distribution will be made
      other than upon the surrender of the relevant Class A-1 Notes and none of
      the Issuer, the Class A-1 Note Trustee, the Security Trustee or any Paying
      Agent will be liable to


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<PAGE>

      pay any additional amount to any Class A-1 Noteholder as a result of any
      delay in payment due to a Class A-1 Note not having been surrendered in
      accordance with this Condition 8.2.

8.3   Paying Agents

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

      The Issuer, at the direction of the Manager, may with the prior written
      approval of the Class A-1 Note Trustee terminate the appointment of the
      Principal Paying Agent and appoint additional or other Paying Agents,
      provided that it will at all times maintain a Paying Agent having a
      specified office in London and New York City. Notice of any such
      termination or appointment and of any change in the office through which
      any Paying Agent will act will be given in accordance with Condition 11.1.

8.4   Taxation

      All payments in respect of the Class A-1 Notes will be made without
      withholding or deduction for, or on account of, any present or future
      taxes, duties or charges of whatsoever nature unless the Issuer or any
      Paying Agent is required by any applicable law to make such a withholding
      or deduction. In that event the Issuer or that Paying Agent (as the case
      may be) will, after making such withholding or deduction, account to the
      relevant authorities for the amount so required to be withheld or
      deducted. Neither the Issuer nor any Paying Agent nor the Class A-1 Note
      Trustee will be obliged to make any additional payments in respect of the
      relevant Class A-1 Notes in relation to that withholding or deduction.
      Immediately after becoming aware that such a withholding or deduction is
      or will be required, the Issuer will notify the Class A-1 Note Trustee,
      the Principal Paying Agent and the Class A-1 Noteholders in accordance
      with Condition 11.1, thereof.

8.5   Prescription

      A Class A-1 Note will become void in its entirety unless surrendered for
      payment within a period of 10 years from the Relevant Date in respect of
      any payment thereon the effect of which would be to reduce the Stated
      Amount of, and all accrued but unpaid interest on, that Class A-1 Note to
      zero. After the date on which a Class A-1 Note becomes void in its
      entirety, no claim can be made in respect of it.

      "Relevant Date" in respect of a Class A-1 Note means the date on which a
      payment in respect thereof first becomes due or (if the full amount of the
      moneys payable in respect of the Class A-1 Notes due on or before that
      date has not been duly received by the Principal Paying Agent or the Class
      A-1 Note Trustee on or prior to such date) the date on which, the full
      amount of such moneys having been so received and notice to that effect is
      duly given to the Class A-1 Noteholders in accordance with Condition 11.1.

8.6   Notify Late Payments

      In the event of the unconditional payment to the Principal Paying Agent or
      the Class A-1 Note Trustee of any sum due in respect of the Class A-1
      Notes or any of them being made after the due date for payment thereof,
      the Issuer will forthwith give or procure to be given notice to the Class
      A-1 Noteholders in accordance with Condition 11.1 that such payment has
      been made.

8.7   Rounding of Payments

      All payments in respect of the Class A-1 Notes will be rounded down to the
      nearest cent.

9.    Enforcement following occurrence of Event of Default

9.1   Enforcement


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<PAGE>

      The Security Trust Deed provides that at any time after the Security
      Trustee becomes actually aware of the occurrence of an Event of Default,
      the Security Trustee will (subject to Condition 10.4 and subject to being
      appropriately indemnified), if so directed by an Extraordinary Resolution
      of the Voting Secured Creditors, declare the Securities immediately due
      and payable (in which case, subject to Condition 12, the Stated Amount of,
      and all accrued but unpaid interest in relation to, the Class A-1 Notes
      will become immediately due and payable) and enforce the Charge.

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

      "Event of Default", "Extraordinary Resolution" and "Voting Secured
      Creditors" have the same respective meanings as in the Security Trust
      Deed.

9.2   Security Trustee May Enforce Charge Without Direction

      After the Security Trustee becomes actually aware of the occurrence of an
      Event of Default, provided that it has been indemnified to its
      satisfaction in accordance with the Security Trust Deed, the Security
      Trustee must enforce the Security Trust Deed without an Extraordinary
      Resolution of the Voting Secured Creditors if in its opinion, the delay
      required to obtain the consent of the Voting Secured Creditors would be
      prejudicial to the interests of the Secured Creditors as a class.

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

      Following the enforcement of the Charge, all moneys received in connection
      with the Security Trust Deed by the Security Trustee or by any receiver
      appointed in relation to the Charged Property pursuant to the provisions
      of the Security Trust Deed are to be applied, subject to the Security
      Trust Deed, in accordance with the order of priority contained in the
      Security Trust Deed

9.4   Security Trustee and Class A-1 Note Trustee Not Liable for Loss on
      enforcement

      Except in the case of fraud, negligence or wilful default (in the case of
      the Security Trustee) and, subject to the mandatory provisions of the
      Trust Indenture Act, fraud, negligence (except as specifically provided in
      the Trust Indenture Act), wilful default or breach of trust (in the case
      of the Class A-1 Note Trustee), neither the Class A-1 Note Trustee nor the
      Security Trustee is liable for any decline in the value, nor any loss
      realised upon any sale or other disposition made under the Security Trust
      Deed of any Charged Property or any other property which is charged to the
      Security Trustee by any other person in respect of or relating to the
      obligations of the Issuer or any third party in respect of the Issuer or
      the Class A-1 Notes or relating in any way to the Charged Property.
      Without limitation, neither the Class A-1 Note Trustee nor the Security
      Trustee will be liable for any such decline or loss directly or indirectly
      arising from its acting, or failing to act, as a consequence of an opinion
      reached by it based on advice received by it in accordance with the
      applicable requirements of the Class A-1 Note Trust Deed (and the Trust
      Indenture Act) or the Security Trust Deed, as the case may be.

      "Trust Indenture Act" means the Trust Indenture Act 1939 of the United
      States of America as in force at the date of the Class A-1 Note Trust
      Deed.

9.5   Directions from Class A-1 Noteholders to Class A-1 Note Trustee following
      Event of Default

      If an Event of Default or Potential Event of Default has occurred and is
      known to the Class A-1 Note Trustee, the Class A-1 Note Trustee must: (a)
      notify each Class A-1 Noteholder of the Event of Default or Potential
      Event of Default, as the case may be, within 10 days (or such shorter
      period as may be required by the rules of the UKLA, if the Class A-1 Notes
      are listed


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      on the Official List of the UKLA, or the rules of any other stock exchange
      on which the Class A-1 Notes are listed) after becoming aware of the Event
      of Default or Potential Event of Default, provided that except in the case
      of a default in payment of principal or interest on any Class A-1 Note,
      the Class A-1 Note Trustee may withhold such notice if and so long as the
      board of directors, the executive committee or a trust committee of its
      directors and/or its authorised officers under the Class A-1 Note Trust
      Deed in good faith determine that withholding the notice is in the
      interest of Class A-1 Noteholders; (b) if a meeting of Voting Secured
      Creditors is to be held under the Security Trust Deed, determine whether
      it proposes to seek directions from Class A-1 Noteholders as to how to
      vote at that meeting and, if so, whether it proposes to instruct the
      Security Trustee to delay the holding of that meeting while it obtains
      such directions from the Class A-1 Noteholders; and (c) vote at any
      meeting of Voting Secured Creditors held under the Security Trust Deed in
      accordance, where applicable, with the directions of the Class A-1
      Noteholders (whether or not solicited and whether or not all Class A-1
      Noteholders have provided such directions) and otherwise in its absolute
      discretion. In acting in accordance with the directions of Class A-1
      Noteholders the Class A-1 Note Trustee must exercise its votes for or
      against any proposal to be put to a meeting of Voting Secured Creditors
      under the Security Trust Deed in the same proportion as that of the
      aggregate Invested Amounts of the Class A-1 Notes held by Class A-1
      Noteholders who have directed the Class A-1 Note Trustee to vote for or
      against such a proposal.

      If any of the Class A-1 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-1 Notes, the Class A-1 Note Trustee must not vote at a meeting of
      Voting Secured Creditors under the Security Trust Deed, or otherwise
      direct the Security Trustee, to dispose of the Charged Property unless:
      (a) a sufficient amount would be realised to discharge in full all amounts
      owing to the Class A-1 Noteholders in respect of the Class A-1 Notes and
      any other amounts owing by the Issuer to any other person ranking in
      priority to or with the Class A-1 Notes; (b) the Class A-1 Note Trustee is
      of the opinion, reached after considering at any time and from time to
      time the advice of an investment bank or other financial adviser selected
      by the Class A-1 Note Trustee, that the cash flow receivable by the Issuer
      (or the Security Trustee under the Security Trust Deed) will not (or that
      there is a significant risk that it will not) be sufficient, having regard
      to any other relevant actual, contingent or prospective liabilities of the
      Issuer, to discharge in full in due course all the amounts referred to in
      paragraph (a); or (c) the Class A-1 Note Trustee is so directed by a
      Special Majority (as defined in Condition 10.3) of Class A-1 Noteholders.

      Subject to the mandatory provisions of the Trust Indenture Act and
      provisions in the Class A-1 Note Trust Deed relating to the deemed receipt
      of notices, the Class A-1 Note Trustee will only be considered to have
      knowledge or awareness of, or notice of, an Event of Default or Potential
      Event of Default by virtue of the officers of the Class A-1 Note Trustee
      (or any related body corporate of the Class A-1 Note Trustee) which have
      the day to day responsibility for the administration or management of the
      Class A-1 Note Trustee's (or a related body corporate of the Class A-1
      Note Trustee's) obligations in relation to the Series Trust, the trust
      created under the Class A-1 Note Trust Deed or the Class A-1 Note Trust
      Deed, having actual knowledge, actual awareness or actual notice of the
      occurrence of the events or circumstances constituting an Event of Default
      or Potential Event of Default, as the case may be, or grounds or reason to
      believe that such events or circumstances have occurred.

      "Potential Event of Default" means an event which, with the giving of
      notice or the lapse of time or both, would constitute an Event of Default.

9.6   Only Security Trustee May Enforce Charge

      Only the Security Trustee may enforce the Charge and neither the Class A-1
      Note Trustee nor any Class A-1 Noteholder (nor any other Secured Creditor)
      is entitled to proceed directly against the Issuer to enforce the
      performance of any of the provisions of the Security Trust Deed, the Class
      A-1 Note Trust Deed, the Class A-1 Notes or any other applicable
      Transaction Document, except as provided for in the Security Trust Deed,
      the Class A-1 Note Trust Deed, the Master Trust Deed and the Series
      Supplement. The Security Trustee is not required to act


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<PAGE>

      in relation to the enforcement of the Charge unless its liability is
      limited in a manner reasonably satisfactory to it or, if required by the
      Security Trustee (in its absolute discretion), it is adequately
      indemnified from the Charged Property or the Security Trustee receives
      from the Voting Secured Creditors an indemnity in a form reasonably
      satisfactory to the Security Trustee (which may be by way of an
      Extraordinary Resolution of the Voting Secured Creditors) and is put in
      funds to the extent necessary.

9.7   Exercise of Class A-1 Noteholder Rights by Class A-1 Note Trustee

      The rights, remedies and discretions of the Class A-1 Noteholders under
      the Security Trust Deed including all rights to vote or to give an
      instruction or consent can only be exercised by the Class A-1 Note Trustee
      on behalf of the Class A-1 Noteholders in accordance with the Security
      Trust Deed. The Security Trustee may rely on any instructions or
      directions given to it by the Class A-1 Note Trustee as being given on
      behalf of the Class A-1 Noteholders from time to time and need not inquire
      whether any such instructions or directions are in accordance with the
      Class A-1 Note Trust Deed, whether the Class A-1 Note Trustee or the Class
      A-1 Noteholders from time to time have complied with any requirements
      under the Class A-1 Note Trust Deed or as to the reasonableness or
      otherwise of the Class A-1 Note Trustee.

10.   Meetings of Voting Secured Creditors, directions of Class A-1 Noteholders,
      modifications, consents, waivers and indemnities

10.1  Meetings of Voting Secured Creditors

      The Security Trust Deed contains provisions for convening meetings of the
      Voting Secured Creditors to, among other things, enable the Voting Secured
      Creditors to direct or consent to the Security Trustee taking or not
      taking certain actions under the Security Trust Deed; for example to
      enable the Voting Secured Creditors, following the occurrence of an Event
      of Default, to direct the Security Trustee to declare the Securities
      immediately due and payable and/or to enforce the Charge.

10.2  Directions of Class A-1 Noteholders

      Under the Class A-1 Note Trust Deed the Class A-1 Note Trustee may seek
      directions from the Class A-1 Noteholders from time to time including
      following the occurrence of an Event of Default. The Class A-1 Note
      Trustee will not be responsible for acting in good faith upon a direction
      given, or purporting to be given, by Class A-1 Noteholders holding Class
      A-1 Notes with an Invested Amount of greater than 50% of the aggregate
      Invested Amount of all the Class A-1 Notes.

      If the Class A-1 Note Trustee is entitled under the Master Trust Deed or
      the Security Trust Deed to vote at any meeting on behalf of Class A-1
      Noteholders the Class A-1 Note Trustee must vote in accordance with the
      directions of the Class A-1 Noteholders and otherwise in its absolute
      discretion. In acting in accordance with the directions of Class A-1
      Noteholders the Class A-1 Note Trustee must exercise its votes for or
      against any proposal to be put to a meeting in the same proportion as that
      of the aggregate Invested Amounts of the Class A-1 Notes held by Class A-1
      Noteholders who have directed the Class A-1 Note Trustee to vote for or
      against that proposal.

      For the purposes of seeking any consent, direction or authorisation from
      Class A-1 Noteholders the Class A-1 Note Trustee may by notice to the
      Class A-1 Noteholders specify a date, not earlier than the date of the
      notice, upon which the persons who are the Class A-1 Noteholders and the
      Invested Amount of the Class A-1 Notes held by them will be determined
      based upon the details recorded in the Class A-1 Note Register as at 5.30
      pm on that date.

10.3  Amendments to Class A-1 Note Trust Deed and the Class A-1 Notes

      Pursuant, and subject, to the Class A-1 Note Trust Deed and subject to any
      approval required


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      by law, the Class A-1 Note Trustee, the Manager and the Issuer may
      together agree, without the consent or sanction of any Class A-1
      Noteholder, by way of supplemental deed to alter, add to or revoke (each a
      "modification") any provision of the Class A-1 Note Trust Deed or the
      Class A-1 Notes (including these Conditions) so long as such modification
      is not a Payment Modification (as defined below) and such modification in
      the opinion of the Class A-1 Note Trustee:

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

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

      (c)   is appropriate or expedient as a consequence of an amendment to any
            statute or regulation or altered requirements of any governmental
            agency or any decision of any court (including, without limitation,
            a modification which is in the opinion of the Class A-1 Note Trustee
            appropriate or expedient as a consequence of the enactment of a
            statute or regulation or an amendment to any statute or regulation
            or ruling by the Australian Commissioner or Deputy Commissioner of
            Taxation or any governmental announcement or statement or any
            decision of any court, in any case which has or may have the effect
            of altering the manner or basis of taxation of trusts generally or
            of trusts similar to the Series Trust or the trust constituted under
            the Class A-1 Note Trust Deed); or

      (d)   and the Issuer is otherwise desirable for any reason and:

            (i)   is not in the opinion of the Class A-1 Note Trustee likely,
                  upon coming into effect, to be materially prejudicial to the
                  interests of Class A-1 Noteholders; or

            (ii)  if it is in the opinion of the Class A-1 Note Trustee likely,
                  upon coming into effect, to be materially prejudicial to the
                  interests of Class A-1 Noteholders the consent of a Special
                  Majority (as hereinafter defined) of Class A-1 Noteholders is
                  obtained.

      For the purpose of determining whether a Special Majority of Class A-1
      Noteholders has consented to a modification, Class A-1 Notes which are
      beneficially owned by the Issuer or the Manager or by any person directly
      or indirectly controlling or controlled by or under direct or indirect
      common control with the Issuer or the Manager, will be disregarded. The
      Manager must give the Rating Agencies 5 Business Days' prior notice of any
      such modification. The Class A-1 Note Trustee will be entitled to assume
      that any proposed modification, other than a Payment Modification, will
      not be materially prejudicial to the interest of Class A-1 Noteholders if
      each of the Rating Agencies confirms in writing that if the modification
      is effected this will not lead to a reduction, qualification or withdrawal
      of the then rating given to the Class A-1 Notes by that Rating Agency.

      Pursuant to the Class A-1 Note Trust Deed, the Class A-1 Note Trustee may
      concur with the Issuer and the Manager in making or effecting any Payment
      Modification if and only if the consent has first been obtained of each
      Class A-1 Noteholder to such Payment Modification.

      Any supplemental deed that effects any such modifications must conform to
      the requirements of the Trust Indenture Act and copies of any such
      supplemental deed must be distributed by the Issuer to the Class A-1
      Noteholders in accordance with Condition 11.1 as soon as reasonably
      practicable after the modifications have been made.

      "Payment Modification" means any alteration, addition or revocation of any
      provision of the Class A-1 Note Trust Deed or the Class A-1 Notes
      (including the Conditions) which modifies: (a) the amount, timing, place,
      currency or manner of payment of principal or interest in respect


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      of the Class A-1 Notes including, without limitation, any modification to
      the Stated Amount, Invested Amount, Interest Rate or Scheduled Maturity
      Date in respect of the Class A-1 Notes or to Conditions 6.9 and 7.2,
      clause 10 of the Series Supplement or clause 13 of the Security Trust Deed
      or which would impair the rights of Class A-1 Noteholders to institute
      suit for enforcement of such payment on or after the due date for such
      payment; (b) the definition of the term "Special Majority", clause 21.4 of
      the Class A-1 Note Trust Deed or the circumstances in which the consent or
      direction of a Special Majority of Class A-1 Noteholders is required; (c)
      clause 6.1(a) of the Security Trust Deed; or (d) the requirements for
      altering, adding to or revoking any provision of the Class A-1 Note Trust
      Deed or the Class A-1 Notes (including the Conditions).

      "Rating Agency" has the same meaning as in the Series Supplement.

      "Special Majority" in relation to the Class A-1 Noteholders means Class
      A-1 Noteholders holding Class A-1 Notes with an aggregate Invested Amount
      of no less than 75% of the aggregate Invested Amount of all the Class A-1
      Notes.

10.4  Waivers etc

      The Security Trustee may, in accordance with the Security Trust Deed and
      without the consent or sanction of the Voting Secured Creditors (but not
      in contravention of an Extraordinary Resolution of the Voting Secured
      Creditors), waive or authorise any breach or proposed breach or determine
      that any event that would otherwise be an Event of Default will not be
      treated as such if and in so far as in its opinion the interests of the
      Secured Creditors will not be materially prejudiced. Any such waiver,
      authorisation or determination shall be binding on the Secured Creditors
      and, if, but only if, the Security Trustee so requires, any such waiver,
      authorisation or determination will be notified to the Secured Creditors
      by the Manager in accordance with the Security Trust Deed.

      The Class A-1 Note Trustee may, and if directed to do so by a Majority of
      Class A-1 Noteholders must, on such terms and conditions as it may deem
      reasonable, without the consent of any of the Class A-1 Noteholders, and
      without prejudice to its rights in respect of any subsequent breach, agree
      to any waiver or authorisation of any breach or proposed breach of any of
      the terms and conditions of the Transaction Documents by the Issuer, the
      Manager or any other person which, unless the Class A-1 Note Trustee is
      acting on the direction of a Majority of Class A-1 Noteholders, is not, in
      the opinion of the Class A-1 Note Trustee, materially prejudicial to the
      interests of the Class A-1 Noteholders as a class. No such waiver,
      authorisation or determination may be made in contravention of any prior
      directions by a Majority (as hereinafter defined) of the Class A-1
      Noteholders. Any such waiver, authorisation or determination will, if the
      Class A-1 Note Trustee so requires, be notified to the Class A-1
      Noteholders in accordance with Condition 11.1 by the Issuer as soon as
      practicable after it is made.

      "Majority" in relation to the Class A-1 Noteholders means Class A-1
      Noteholders holding Class A-1 Notes with an aggregate Invested Amount of
      greater than 50% of the aggregate Invested Amount of all the Class A-1
      Notes.

10.5  Indemnification and Exoneration of the Class A-1 Note Trustee and the
      Security Trustee

      The Class A-1 Note Trust Deed and the Security Trust Deed contain
      provisions for the indemnification of the Class A-1 Note Trustee and the
      Security Trustee (respectively) and for their relief from responsibility,
      including provisions relieving them from taking proceedings to realise the
      security and to obtain repayment of the Securities unless indemnified to
      their satisfaction. Each of the Class A-1 Note Trustee and the Security
      Trustee is entitled, subject in the case of the Class A-1 Note Trustee to
      the mandatory provisions of the Trust Indenture Act, to enter into
      business transactions with the Issuer and/or any other party to the
      Transaction Documents without accounting for any profit resulting from
      such transactions.


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      Subject to the mandatory provisions of the Trust Indenture Act, the Class
      A-1 Note Trustee shall not be responsible for any loss, expense or
      liability occasioned to the Charged Property or any other property or in
      respect of all or any of the moneys which may stand to the credit of the
      Collections Account (as defined in the Series Supplement) from time to
      time however caused (including, without limitation, where caused by an act
      or omission of the Security Trustee) unless that loss is occasioned by the
      fraud, negligence, wilful default or breach of trust of the Class A-1 Note
      Trustee. The Security Trustee is not, nor is any receiver appointed in
      relation to the Charged Property pursuant to the provisions of the
      Security Trust Deed, liable or otherwise accountable for any omission,
      delay or mistake or any loss or irregularity in or about the exercise,
      attempted exercise, non-exercise or purported exercise of any of the
      powers of the Security Trustee or of the receiver under the Security Trust
      Deed except for fraud, negligence or wilful default.

      Except in the case of fraud, negligence (except as specifically provided
      in the Trust Indenture Act), wilful default or breach of trust, and
      subject to the mandatory provisions of the Trust Indenture Act, the Class
      A-1 Note Trustee may act on the opinion or advice of, or information
      obtained from, any lawyer, valuer, banker, broker, accountant or other
      expert appointed by the Class A-1 Note Trustee, or by a person other than
      Class A-1 Note Trustee, where that opinion, advice or information is
      addressed to the Class A-1 Note Trustee or by its terms is expressed to be
      capable of being relied upon by the Class A-1 Note Trustee. Except as
      provided above, the Class A-1 Note Trustee will not be responsible to any
      Class A-1 Noteholder, amongst others, for any loss occasioned by so acting
      in reliance on such advice. Any such opinion, advice or information may be
      sent or obtained by letter, telex or facsimile transmission and the Class
      A-1 Note Trustee will not be liable to any Class A-1 Noteholder, amongst
      others, for acting on any opinion, advice or information conforming with
      any applicable requirements of the Class A-1 Note Trust Deed or the Trust
      Indenture Act and purporting to be conveyed by such means even though it
      contains some error which is not a manifest error or is not authentic.

11.   Notices

11.1  General

      All notices, other than notices given in accordance with the following
      paragraph and Condition 11.2, to Class A-1 Noteholders will be deemed
      given if in writing and mailed, first-class, postage prepaid to each Class
      A-1 Noteholder, at his or her address as it appears on the Class A-1 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-1 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-1 Noteholder will affect the sufficiency of such notice with
      respect to other Class A-1 Noteholders, and any notice that is mailed in
      the manner herein provided will conclusively be presumed to have been duly
      given.

      A notice may be waived in writing by the relevant Class A-1 Noteholder,
      either before or after the event, and such waiver will be the equivalent
      of such notice. Waivers of notice by Class A-1 Noteholders will be filed
      with the Class A-1 Note Trustee but such filing will not be a condition
      precedent to the validity of any action taken in reliance upon such a
      waiver.

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

      In case, by reason of the suspension of regular mail services as a result
      of a strike, work stoppage or similar activity, it is impractical to mail
      notice of any event to Class A-1 Noteholders when such notice is required
      to be given, then any manner of giving such notice as the Issuer directs
      the Class A-1 Note Trustee will be deemed to be a sufficient giving of
      such notice.


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11.2  Class A-1 Note Information

      Any notice specifying a Quarterly Distribution Date, an Interest Rate in
      relation to the Class A-1 Notes, a Class A-1 Interest Amount, a Class A-1
      Principal Amount (or the absence of a Class A-1 Principal Amount), an
      Invested Amount, a Stated Amount, a Class A-1 Note Factor in relation to
      the Class A-1 Notes, or any other matter permitted to be given in
      accordance with this Condition 11.2, will be deemed to have been duly
      given if the information contained in the notice appears on the relevant
      page of the Reuters Screen or the electronic information system made
      available to its subscribers by Bloomberg, L.P. or another similar
      electronic reporting service approved by the Class A-1 Note Trustee in
      writing and notified to Class A-1 Noteholders pursuant to Condition 11.1
      (the "Relevant Screen"). Any such notice will be deemed to have been given
      on the first date on which such information appeared on the Relevant
      Screen. If it is impossible or impracticable to give notice in accordance
      with this paragraph then notice of the matters referred to in this
      Condition will be given in accordance with Condition 11.1.

11.3  Quarterly Servicing and Other Reports

      The Manager must deliver a Quarterly Servicing Report for each Accrual
      Period to the Class A-1 Note Trustee, the Principal Paying Agent, the
      Issuer and each Class A-1 Noteholder on the Business Day preceding the
      Quarterly Distribution Date on the last day of the Accrual Period in
      accordance with Condition 11.1 and, for so long as the Class A-1 Notes are
      listed on the Official List of the UKLA file each Quarterly Servicing
      Report with the UKLA as and when required by the rules of the UKLA.

      The Issuer and the Manager must, to the extent required by the rules and
      regulation of the Securities and Exchange Commission, forward to Class A-1
      Noteholders, and such other persons as are required by the Trust Indenture
      Act , such summaries of any information, documents and reports required to
      be filed by the Issuer or the Manager in accordance with the Securities
      and Exchange Act 1934 of the United States of America or the rules and
      regulations of the Securities and Exchange Commission.

      "Quarterly Servicing Report" in relation to a quarterly Accrual Period and
      the Quarterly Distribution Date at the end of that quarterly Accrual
      Period means a report which contains the following information:

      o     the aggregate Invested Amounts and the aggregate Stated Amounts of
            each class of Securities on the first day of the relevant quarterly
            Accrual Period;

      o     the amounts to be applied towards payment of interest and principal
            on each class of Securities on the relevant Quarterly Distribution
            Date;

      o     the Available Income Amount (as defined in the Series Supplement) on
            the relevant Quarterly Distribution Date;

      o     the aggregate of all Seller Advances made during the preceding
            Collection Period;

      o     the Redraw Shortfall (as defined in the Standby Redraw Facility
            Agreement) in relation to the preceding Determination Date;

      o     the Income Shortfall (as defined in the Series Supplement) in
            relation to the preceding Determination Date;

      o     the Liquidity Facility Advance (as defined in the Series Supplement)
            in relation to that Quarterly Distribution Date and the Liquidity
            Facility Principal (as defined in the Series Supplement) in relation
            to the preceding Determination Date;

      o     the Available Principal Amount (as defined in the Series Supplement)
            in relation to


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<PAGE>

            that Quarterly Distribution Date;

      o     the Principal Collections in relation to that Quarterly Distribution
            Date;

      o     the Standby Redraw Facility Advance in relation to that Quarterly
            Distribution Date;

      o     the Redraw Bond Amount (as defined in the Series Supplement) in
            relation to the preceding Determination Date;

      o     the Principal Charge-Off in relation to the preceding Determination
            Date;

      o     the Other Principal Amounts (as defined in the Series Supplement) in
            relation to the preceding Determination Date;

      o     the Principal Charge-Off Reimbursement in relation to the preceding
            Determination Date;

      o     the Principal Charge-offs allocated to each class of Securities and
            the Standby Redraw Facility Principal with effect from that
            Quarterly Distribution Date;

      o     the Principal Charge-off Reimbursement allocated to each class of
            Securities and the Standby Redraw Facility Principal with effect
            from that Quarterly Distribution Date;

      o     the Class A-1 Note Factor and the Note Factor (as defined below) for
            each other class of Securities;

      o     if the Basis Swap (as defined in the Series Supplement) has
            terminated, the Threshold Rate (as defined in the Series Supplement)
            on the preceding Determination Date;

      o     the Interest Rate (as defined in the Series Supplement with respect
            to the Class A-2 Notes, the Class B Notes and the Redraw Bonds)
            applying to each class of Securities for that quarterly Accrual
            Period;

      o     scheduled payments of principal and prepayments of principal
            received on the Mortgage Loans forming part of the Assets of the
            Series Trust during the preceding Collections Period;

      o     aggregate outstanding principal balance of the Mortgage Loans
            forming part of the Assets of the Series Trust being charged a fixed
            rate of interest and the aggregate outstanding principal balance of
            the Mortgage Loans forming part of the Assets of the Series Trust
            being charged a variable rate of interest as at opening of business
            on the preceding Determination Date;

      o     delinquency, mortgagee in possession and loss statistics, as
            determined by the Manager, with respect to the Mortgage Loans
            forming part of the Assets of the Series Trust as at opening of
            business on the preceding Determination Date.

"Note Factor" in relation to a class of Securities and a Quarterly Distribution
Date, means the aggregate of the Invested Amount of the class of Securities less
all principal payments on that class of Securities to be made on that Quarterly
Distribution Date, divided by the aggregate initial Invested Amount of that
class of Securities.

11.4  Consents in Writing

      All consents and approvals in these Conditions must be given in writing.


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11.5  Limitation of liability of the Issuer

      (a)   The Issuer enters into the Transaction Documents, and issues the
            Class A-1 Notes, only in its capacity as trustee of the Series Trust
            and in no other capacity (except where the Transaction Documents
            provide otherwise). A liability arising under or in connection with
            the Class A-1 Notes, the Transaction Documents or the Series Trust
            is limited to and can be enforced against the Issuer only to the
            extent to which it can be satisfied out of the assets and property
            of the Series Trust out of which the Issuer is actually indemnified
            for the liability. This limitation of the Issuer's liability applies
            despite any other provision of the Transaction Documents (other than
            paragraph (c) below) and extends to all liabilities and obligations
            of the Issuer in any way connected with any representation,
            warranty, conduct, omission, agreement or transaction related to the
            Transaction Documents, the Class A-1 Notes or the Series Trust.

      (b)   No person may sue the Issuer in respect of liabilities incurred by
            the Issuer in its capacity as trustee of the Series Trust other than
            as trustee of the Series Trust or seek the appointment of a receiver
            (except under the Security Trust Deed), a liquidator, an
            administrator or any similar person to the Issuer or prove in any
            liquidation, administration or similar arrangements of or affecting
            the Issuer (except in relation to the assets or property of the
            Series Trust).

      (c)   The provisions of this Condition 12 will not apply to any obligation
            or liability of the Issuer to the extent that it is not satisfied
            because under a Transaction Document or by operation of law there is
            a reduction in the extent of the Issuer's indemnification or
            exoneration out of the assets or property of the Series Trust as a
            result of the Issuer's fraud, negligence or wilful default.

      (d)   The Relevant Parties are responsible under the Transaction Documents
            for performing a variety of obligations relating to the Series
            Trust. No act or omission of the Issuer (including any related
            failure to satisfy its obligations under the Transaction Documents
            or the Class A-1 Notes) will be considered fraud, negligence or
            wilful default of the Issuer for the purpose of 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 appointed by
            the Issuer under any Transaction Document (other than a person whose
            acts or omissions the Issuer is liable for in accordance with any
            Transaction Document) to fulfil its obligations relating to the
            Series Trust or by any other act or omission of a Relevant Party or
            any other such person.

      (e)   In exercising their powers under the Transaction Documents, each of
            the Security Trustee, the Class A-1 Note Trustee and the Class A-1
            Noteholders must ensure that no attorney, agent, delegate, receiver
            or receiver and manager appointed by it in accordance with a
            Transaction Document has authority to act on behalf of the Issuer in
            a way which exposes the Issuer to any personal liability and no act
            or omission of any such person will be considered fraud, negligence
            or wilful default of the Issuer for the purpose of paragraph (c).

      (f)   The Issuer is not obliged to enter into any commitment or obligation
            under these Conditions or any other Transaction Document (including
            incur any further liability) unless the Issuer's liability is
            limited in a manner which is consistent with this Condition 12 or
            otherwise

      in a manner satisfactory to the Issuer in its absolute discretion.
      "Relevant Parties" means each of the Manager, the Sellers, the Servicer,
      the Agent Bank, each Paying Agent, the Class A-1 Note Trustee and the
      Hedge Providers (as those parties, which are not defined in these
      Conditions, are defined in the Series Supplement).


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<PAGE>

      The expression "fraud, negligence or wilful default" is to be construed in
      accordance with the Security Trust Deed.

13.   Governing law

      The Class A-1 Notes and the Transaction Documents are governed by, and
      will be construed in accordance with, the laws of the State of New South
      Wales of the Commonwealth of Australia, except for the Underwriting
      Agreement and each credit support annex to the Currency Swap Agreements
      which are governed by, and will be construed in accordance with, New York
      law. Each of the Issuer and the Manager has in the Class A-1 Note Trust
      Deed irrevocably agreed for the benefit of the Class A-1 Note Trustee and
      the Class A-1 Noteholders that the courts of the State of New South Wales
      are to have non-exclusive jurisdiction to settle any disputes which may
      arise out of or in connection with the Class A-1 Note Trust Deed and the
      Class A-1 Notes.


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<PAGE>

                                     Agents

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

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

                             or

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

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

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


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