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PERPETUAL TRUSTEE COMPANY LIMITED

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PERPETUAL TRUSTEE COMPANY LIMITED Powered By Docstoc
					                             PERPETUAL TRUSTEE COMPANY LIMITED
                                                             ABN 42 000 001 007
  (a limited liability company incorporated under the laws of the Commonwealth of Australia) in its capacity as
                                  trustee of the TORRENS Series 2006-1(E) Trust
                    €450,000,000 Class A-1 Mortgage Backed Floating Rate Notes due September 2037
                   A$702,000,000 Class A-2 Mortgage Backed Floating Rate Notes due September 2037
                     A$46,500,000 Class B Mortgage Backed Floating Rate Notes due September 2037
                                                 Issue Price: 100 per cent.
                                 _____________________________________________________
Perpetual Trustee Company Limited ("PTCL") in its capacity as trustee of the TORRENS Series 2006-1(E) Trust (the "Series Trust") (in such
capacity the "Issuer Trustee") will issue €450,000,000 Class A-1 Mortgage Backed Floating Rate Notes due September 2037 (the "Class A-1
Notes"), A$702,000,000 Class A-2 Mortgage Backed Floating Rate Notes due September 2037 (the "Class A-2 Notes", and together with the Class
A-1 Notes, the "Class A Notes") and A$46,500,000 Class B Mortgage Backed Floating Rate Notes due September 2037 (the "Class B Notes", and
together with the Class A Notes, the "Notes"). The Class A-2 Notes and the Class B Notes, along with any Redraw Notes (if issued), are together the
"Domestic Notes".
This Offering Circular relates to the Class A-1 Notes, the Class A-2 Notes and the Class B Notes. The Redraw Notes (if issued) will not be offered
pursuant to this Offering Circular.
The Series Trust was established pursuant to a Master Trust Deed dated 9 June 1998, as amended (the "Master Trust Deed") between the Issuer
Trustee and AB Management Pty Limited ABN 75 070 500 855, a wholly owned subsidiary of Adelaide Bank Limited ABN 54 061 461 550
("Adelaide Bank"), in its capacity as Trust Manager of the Series Trust (the "Trust Manager") and a Series Supplement dated 26 September 2006
(the "Series Supplement") between the Issuer Trustee, the Trust Manager and Adelaide Bank.
Interest on the Class A-1 Notes will accrue on a day to day basis and be payable quarterly in arrears in Euro on the 14th day of December, March,
June and September in each year, unless such day is not a Business Day, in which case interest shall be payable on the following Business Day (each
such date a "Quarterly Distribution Date"). Interest on the Class A-2 Notes and the Class B Notes will accrue on a day to day basis and be payable
monthly in arrears in Australian dollars on the 14th day of each calendar month, unless such day is not a Business Day, in which case interest shall be
payable on the following Business Day (each such date a "Distribution Date"). The first Distribution Date will be 14 December 2006 and the first
Quarterly Distribution Date will be 14 December 2006. The interest rates applicable to the Class A-1 Notes from time to time will be determined as
provided under the Euro Note Conditions in relation to the Class A-1 Notes by reference to EUR-EURIBOR-Telerate for three month Euro deposits,
in each case plus a margin of 0.10 per cent. per annum up to but excluding the Quarterly Distribution Date in December 2012 (the "Call Date")
provided that such margin will increase with effect from and including the Call Date, except in certain circumstances described herein, to a margin of
0.20 per cent. per annum. The interest rate applicable to the Class A-2 Notes and the Class B Notes from time to time will be the Australian BBSW
(as determined under the Series Supplement) for Australian dollar bank accepted bills of exchange having a tenor of one month, in each case plus a
margin of 0.17 per cent. per annum with respect to the Class A-2 Notes and a margin of 0.23 per cent. per annum with respect to the Class B Notes up
to but excluding the Call Date provided that each such margin will increase with effect from and including the Call Date, except in certain
circumstances described herein, to a margin of 0.34 per cent. per annum with respect to the Class A-2 Notes and a margin of 0.46 per cent. per annum
with respect to the Class B Notes.
Payments of principal and interest on the Notes will be reduced by any applicable deductions or withholding taxes without the Issuer Trustee being
required to pay any additional or grossed-up amounts to compensate for such deductions or withholding.
All Notes will be secured by the same security, subject to the priority described below. Notes of each Class will upon enforcement of the security
rank pari passu with and without priority over the other Notes of the same Class. In the event of the security being enforced the Class A Notes will
rank in priority to the Class B Notes.
The Trust Manager has applied for the Class A-1 Notes and the Class A-2 Notes to be listed on the Australian Stock Exchange Limited (the
"Australian Stock Exchange") prior to the first Distribution Date.
So long as the Class A-1 Notes and the Class A-2 Notes are listed on the Australian Stock Exchange, the Class A-1 Notes and the Class A-2 Notes
will be freely transferable and negotiable in accordance with the rules of the Australian Stock Exchange and applicable securities laws and subject to
the conditions described in this Offering Circular. The Class B Notes will not be listed.
The Class A-1 Notes and Class A-2 Notes are expected, on issue, to be assigned an AAA rating by Standard & Poor's (Australia) Pty Limited ABN 62
007 324 852 ("S&P"), an Aaa rating by Moody's Investors Service, Inc. ("Moody's") and an AAA rating by Fitch Australia Pty Limited ABN 93
081 339 184 ("Fitch Ratings" and, together with S&P and Moody’s, the "Ratings Agencies"). The Class B Notes are expected, on issue, to be
assigned an AA rating by S&P, an Aa2 rating by Moody's and an AA rating by Fitch Ratings. A security rating is not a recommendation to buy, sell
or hold securities and may be subject to revision, suspension, qualification or withdrawal at any time by the assigning rating organisation.
The Class A-1 Notes, the Class A-2 Notes and the Class B Notes should not be acquired by any Offshore Associate of the Issuer Trustee or Adelaide
Bank.



                                Joint Lead Managers and Joint Bookrunners for the Notes
                                                     ABN AMRO and Deutsche Bank
                                                                     Sponsor
                                              Adelaide Bank Limited ABN 54 061 461 550

The date of this Offering Circular is 13 October 2006.
                                                IMPORTANT NOTICE



NO GUARANTEE BY ADELAIDE BANK

The Notes do not represent deposits or other liabilities of Adelaide Bank or any other member of the Adelaide Bank
group. None of Adelaide Bank, the Trust Manager or any other member of the Adelaide Bank group guarantees the
payment or repayment or the return of any principal invested in, or any particular rate of return on, the Notes or the
performance of the Assets of the Series Trust. In addition, none of the obligations of the Issuer Trustee or the Trust
Manager are guaranteed in any way by Adelaide Bank or any other member of the Adelaide Bank group.



THE NOTES ARE SUBJECT TO INVESTMENT RISK

The holding of the Notes is subject to investment risk, including possible delays in repayment and loss of income and
principal invested.

For further details of the investment risk involved, see Section 4.
None of PTCL (in its corporate capacity or in its capacity as trustee of any trust other than the Series Trust),
Adelaide Bank, the Trust Manager, any of the Hedge Providers, the Liquidity Facility Provider, the Standby
Guarantor, the Standby Swap Provider, the Euro Note Trustee, the Agents, the Security Trustee, the Joint Lead
Managers or their respective related bodies corporate guarantee payment or repayment of any moneys owing to
Noteholders or the principal of the Notes or the payment of interest in respect of the Notes. The Notes will be the
obligations solely of the Issuer Trustee provided that save as summarised in the next but one paragraph, the
Issuer Trustee's liability to make payments of interest and principal in respect of the Notes is limited to its right
of indemnity from the Assets of the Series Trust which are from time to time available for this purpose pursuant
to the Transaction Documents. Except in the limited circumstances summarised in the following paragraph all
claims against the Issuer Trustee in relation to the Notes may only be satisfied out of the Assets of the Series
Trust and are limited in recourse to the Assets of the Series Trust. See Condition 12 of the Euro Note Conditions
and Section 10.3.11 for more details.

Save as summarised in the following paragraph, each Noteholder is required to accept a final distribution of moneys
under the Security Trust Deed in full and final satisfaction of all moneys owing to it, and any debt represented by any
shortfall that exists after any such final distribution will be extinguished.

The Issuer Trustee is not liable to satisfy any obligations or liabilities in relation to the Notes or the Series Trust from its
personal assets except any obligations or liabilities arising from (and to the extent of) any reduction in its indemnity
from the Assets of the Series Trust resulting from any fraud, negligence or wilful default (as defined in the Transaction
Documents) on the part of the Issuer Trustee or any other person whose acts or omissions the Issuer Trustee is liable for
under the Transaction Documents.

PTCL has obtained an Australian Financial Services Licence under Part 7.6 of the Corporations Act 2001 (Cth)
(Australian Financial Services Licence No. 236643). PTCL has appointed P.T. Limited (Authorised Representative
Number 266797) as its authorised representative under this licence.

Particular attention is drawn to Section 4 of this Offering Circular entitled "Risk Factors".

Under Australian foreign exchange controls, which may change in the future, any payments by a person in Australia to,
by order of, or on behalf of the following payees may only be made with Reserve Bank of Australia approval:

(a)         the embassy or consulate general of the Federal Republic of Yugoslavia (in respect of any amount in excess
            of A$100,000);

(b)         the Narodna Banka Jugolslavije (including Banque Nationale de Yugoslavie) (in respect of any amount in
            excess of A$100,000); or

(c)         certain other persons and entities listed in the Commonwealth of Australia Gazettes Nos. 42 and 20 on 24
            October 2001 and 22 May 2002 respectively.

Reserve Bank of Australia approval is also required in relation to the taking or sending out of Australia by a person of
any Australian currency derived or generated from property, securities or funds owed or controlled directly or indirectly
by, or otherwise relating to payments directly or indirectly to, or for the benefit of, certain persons, including:

(a)          certain ministers and senior officials of the government of Zimbabwe listed in the Commonwealth of
             Australia Gazette No. 49 dated December 11, 2002, Gazette No. 47 dated November 30, 2005 and Gazette
             No. 13 dated April 5, 2006; and

(b)          certain entities and individuals associated with the Democratic People's Republic of Korea listed in
             Commonwealth of Australia Gazette No. S176, dated September 19, 2006.

Additionally, under Part 4 of the Australian Charter of the United Nations Act 1945 and the Australian Charter of
United Nations (Terrorism and Dealing with Assets) Regulations 2002, the approval of the Australian Minister for
Foreign Affairs, or the Minister's delegate, is required with respect to certain payments and actions in relation to an
asset proscribed or listed under, or which is owned or controlled directly or indirectly by a person or entity proscribed or
listed under, those Regulations or is an asset derived or generated from such assets (proscribed persons and entities
presently include, amongst others, the Taliban, Osama bin Laden, a member of the Al-Qaida organisation and other
persons and entities connected with them). The Australian Department of Foreign Affairs and Trade maintains a
consolidated list of all such proscribed and listed persons and entities; the consolidated list is available on its website.
Such restrictions may change in the future.



                                                              iii
Under Part 4 of the Australian Charter of the United Nations Act 1945 and the Iraq (Reconstruction and Repeal of
Sanctions) Regulations 2003, the approval of the Minister for Foreign Affairs, or the Minister's delegate, is required
with respect to certain payments and actions in relation to certain Iraqi assets, assets acquired by certain Iraqis and
assets derived or generated from such assets.

Under Part 4 of the Australian Charter of the United Nations Act 1945 and the Charter of the United Nations (Sanctions
- Liberia) Regulations 2002 the assets owned or controlled by certain persons or entities as listed by the Security
Council Committee, as established pursuant to United Nations Security Council Resolution 1521 (2003), are frozen.
Under the Charter of the United Nations (Sanctions - Liberia) Regulations 2002, it is an offence to engage in dealings
with or to facilitate dealings with such frozen assets or to give any asset to such listed persons or entities.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws and include Notes in bearer form that are subject to US tax law
requirements. Subject to certain exemptions, Notes may not be offered, sold or delivered directly or indirectly within
the United States or to or for the benefit of US persons (as defined in Regulation S under the Securities Act).

The Trust Manager accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge and belief of the Trust Manager (which has taken all reasonable care to ensure that such is the case), the
information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to
affect the import of such information.

The Issuer Trustee accepts responsibility for the information contained in Section 5.1 in respect of itself and the
Perpetual group. To the best of the knowledge and belief of the Issuer Trustee (which has taken all reasonable care to
ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect
the import of such information. The Issuer Trustee does not accept responsibility for any other information contained in
this Offering Circular.

P.T. Limited and PTCL (in its corporate capacity and in its capacity as trustee of the Series Trust or any other trust)
have not authorised or caused the issue of this Offering Circular or made or authorised the application to list the Class A
Notes or any offer of the Notes to the public and expressly disclaim and take no responsibility for this Offering Circular
other than the information provided by them in respect of themselves and the Perpetual group of companies and have
had no involvement in the preparation of this Offering Circular other than the provision of such information.

Adelaide Bank accepts responsibility for the information contained in Sections 5.2 and 5.3. To the best of the
knowledge and belief of Adelaide Bank (which has taken all reasonable care to ensure that such is the case), such
information is in accordance with the facts and does not omit anything likely to affect the import of such information.
Adelaide Bank does not accept responsibility for any other information contained in this Offering Circular.

National Australia Bank Limited (the "Currency Swap Provider") accepts responsibility for the information
contained in Section 9.2.2. To the best of the knowledge and belief of the Currency Swap Provider (which has taken all
reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit
anything likely to affect the import of such information. The Currency Swap Provider does not accept responsibility for
any other information contained in this Offering Circular.

ABN AMRO Australia (the "Liquidity Facility Provider" and the "Standby Guarantor") accepts responsibility for
the information contained in Section 9.3.2. To the best of its knowledge and belief (having taken all reasonable care to
ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect
the import of such information. ABN AMRO Australia does not accept responsibility for any other information
contained in this Offering Circular.

Deutsche Bank (the "Standby Swap Provider") accepts responsibility for the information contained in Section 9.1.5.
To the best of the knowledge and belief of the Standby Swap Provider (which has taken all reasonable care to ensure
that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the
import of such information. The Standby Swap Provider does not accept responsibility for any other information
contained in this Offering Circular.

No person is authorised to give any information or to make any representation other than as contained in or consistent
with this Offering Circular and, if given or made, such information or representation must not be relied upon as having
been authorised by or on behalf of the Issuer Trustee, the Trust Manager, the Joint Lead Managers, the Security Trustee,
Citicorp Trustee Company Limited as Euro Note Trustee (the "Euro Note Trustee" which expression includes the
trustee or trustees for the time being of the Class A-1 Notes pursuant to the Euro Note Trust Deed entered into between




                                                            iv
the Issuer Trustee, the Trust Manager and the Euro Note Trustee on 11 October 2006 relating to the Class A-1 Notes
(the "Euro Note Trust Deed")) or Citibank, N.A., London Branch as the Principal Paying Agent and Agent Bank.

All information contained in this Offering Circular is given as of the date of this Offering Circular. Neither the delivery
of this Offering Circular nor any sale made in connection herewith will, under any circumstances, create any
implication that there has been no change in the information contained herein since the date of this Offering Circular.

Except in respect of the sections of this Offering Circular for which the Issuer Trustee, Adelaide Bank, the Currency
Swap Provider, the Liquidity Facility Provider, the Standby Guarantor and the Standby Swap Provider accept
responsibility as set out above, none of Adelaide Bank, the Issuer Trustee, any of the Hedge Providers, the Liquidity
Facility Provider, Standby Guarantor, the Standby Swap Provider, the Euro Note Trustee, the Security Trustee, any of
the Joint Lead Managers, the Agents or the Ratings Agencies has separately verified the information contained in this
Offering Circular. Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by Adelaide Bank, the Issuer Trustee, any of the Hedge Providers, the Liquidity
Facility Provider, Standby Guarantor, the Standby Swap Provider, the Euro Note Trustee, the Security Trustee, any of
the Joint Lead Managers, the Agents or the Ratings Agencies as to the accuracy or completeness of the information
contained in this Offering Circular or any other information supplied in connection with the Notes or their distribution
except, in each applicable case, with respect to the information for which it is expressed to be responsible as stated
above. Each person receiving this Offering Circular acknowledges that such person has not relied on Adelaide Bank,
the Issuer Trustee, any of the Hedge Providers, the Liquidity Facility Provider, Standby Guarantor, the Standby Swap
Provider, the Euro Note Trustee, the Security Trustee, any of the Joint Lead Managers, the Agents or the Ratings
Agencies nor on any person affiliated with any of them in connection with its investigation of the accuracy of such
information or its investment decision other than in respect of the sections for which either the Issuer Trustee, Adelaide
Bank, the Liquidity Facility Provider, the Standby Guarantor, the Standby Swap Provider or the Currency Swap
Provider is responsible as set out above. This Offering Circular does not constitute an offer of, or an invitation by or on
behalf of, the Issuer Trustee, Adelaide Bank, the Trust Manager, any of the Hedge Providers, the Liquidity Facility
Provider, Standby Guarantor, the Standby Swap Provider, the Euro Note Trustee, the Security Trustee, any of the Joint
Lead Managers, the Agents or the Ratings Agencies (or any of them) to subscribe for or purchase any of the Notes.

No action has been or will be taken to permit a public offering of the Class A Notes or the Class B Notes or a
distribution of this Offering Circular in any jurisdiction. The distribution of this Offering Circular and the offering or
sale of any Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular
comes are required by the Issuer Trustee, the Security Trustee, Adelaide Bank, the Trust Manager, the Joint Lead
Managers, the Agents and the Euro Note Trustee to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers and sales of the Notes and distribution of this Offering Circular see Section
13. This Offering Circular does not constitute, and may not be used for the purposes of, an offer or solicitation by any
person in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to
make such offer or solicitation and no action is being taken to permit an offering of the Notes or the distribution of this
Offering Circular in any jurisdiction where such action is required.

This Offering Circular may only be communicated or caused to be communicated in the United Kingdom to persons
authorised to carry on a regulated activity under the Financial Services and Markets Act 2000, as amended (the
"FSMA") or to persons otherwise having professional experience in matters relating to investments and qualifying as
investment professionals under Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 or to persons qualifying as high net worth persons under Article 49 of that order.

Neither the Notes nor this Offering Circular are available to other categories of persons in the United Kingdom and no
one falling outside such categories is entitled to rely on, and they must not act on, any information in this Offering
Circular. The communication of this Offering Circular to any person in the United Kingdom other than the categories
stated above, or any other person to whom it is otherwise lawful to communicate this Offering Circular, is unauthorised
and may contravene the FSMA.

Each person contemplating making an investment in the Notes must make its own investigation and analysis of the
Issuer Trustee and the terms of the offering including the merits and risks involved, and its own determination of the
suitability of any such investment, with particular reference to its own investment objectives and experience and any
other factors which may be relevant to it in connection with such investment.

Any investor in the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite period
of time.

None of the Issuer Trustee, Adelaide Bank, the Trust Manager, any of the Hedge Providers, the Liquidity Facility
Provider, the Euro Note Trustee, the Standby Guarantor, the Standby Swap Provider, the Security Trustee, any of the



                                                            v
Joint Lead Managers, the Agents or the Ratings Agencies makes any representation to any investor in the Notes
regarding the legality of its investment under any applicable laws.

The information set forth herein, to the extent that it comprises a description of certain provisions of the documentation
relating to the transactions described herein, is a summary of the material provisions thereof and is not presented as a
full statement of the provisions of such documentation.



The matters discussed in this Offering Circular contain forward-looking statements that involve risks and
uncertainties, including with respect to assumptions on prepayment and certain other characteristics of the
Housing Loans over which the Issuer Trustee has no control. Consequently, future results may differ from the
expectations (if any) set out herein. Moreover, past financial performance should not be considered a reliable
indicator of future performance.

The contents of this Offering Circular should not be construed as providing legal, business, accounting or tax advice.
Each prospective investor should consult its own legal, business, accounting and tax advisers prior to making a decision
to invest in the Notes.

The Class A-1 Notes will initially be represented by a temporary global note in bearer form without coupons or talons
(the "Temporary Global Note"). The Temporary Global Note is expected to be deposited with a common depositary
for Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking, sociėtė
anonyme ("Clearstream, Luxembourg") on or about 20 October 2006 (the "Issue Date"). The Temporary Global
Note will be exchangeable 40 days after the Issue Date upon certification of non-US beneficial ownership as may be
required by US tax laws and regulations for interests in a permanent global Class A-1 Note in bearer form (the
"Permanent Global Note" and together with the Temporary Global Note, the "Global Notes"). The Permanent
Global Note is expected to be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. No
person will be entitled to receive a Class A-1 Note in definitive form unless the Class A-1 Notes in definitive form
are issued in the limited circumstances described in Section 2.2. Class A-1 Notes in definitive form will (if issued)
be in bearer form only. The Class A-2 and Class B Notes will be issued in the form of registered debt securities.

The Issuer Trustee announces that: (a) the Class A-1 Notes will initially be issued in the form of the Temporary Global
Note issued to and lodged with a common depositary for Euroclear and Clearstream, Luxembourg; (b) in connection
with the issue, Euroclear and Clearstream, Luxembourg will confer rights in relation to the Class A-1 Notes and Class
A-1 Noteholders and will record the existence of those rights; and (c) as a result of the issue of the Class A-1 Notes in
this manner, such rights will be able to be created.

The Joint Lead Managers announce that in connection with the issue of the Class A-2 Notes and Class B Notes: (a)
Austraclear will confer rights in the Class A-2 Notes and Class B Notes to certain of its members; and (b) as a result of
the issue of the Class A-2 Notes and Class B Notes in this manner, those rights will be able to be created.

In this Offering Circular, capitalised expressions, are defined, or their definitions elsewhere in this Offering Circular are
referred to, in the Glossary of Terms in Section 15.

In connection with the issue of the Class A-1 Notes, any Joint Lead Manager (the "Stabilising Manager") (or persons
acting on its behalf) may over-allot Class A-1 Notes (provided that the aggregate principal amount of Class A-1 Notes
allotted does not exceed 105 per cent. of the aggregate principal amount of the Class A-1 Notes) or effect transactions
with a view to supporting the market price of the Class A-1 Notes at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of it) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the
final terms of the offer of the Class A-1 Notes is made and, if begun, may be ended at any time, but it must end no later
than the earlier of 30 days after the Issue Date and 60 days after the date of the allotment of the Class A-1 Notes.




                                                             vi
                                                                        CONTENTS

1.     TRANSACTION STRUCTURE SUMMARY .............................................................................................. 1
1.1    The TORRENS Programme .............................................................................................................................. 1
1.2    TORRENS Series 2006-1(E) Trust.................................................................................................................... 1
1.3    General Information regarding the Notes .......................................................................................................... 1
1.4    Interest on the Notes .......................................................................................................................................... 4
1.5    Repayment of principal on the Notes................................................................................................................. 4
1.6    The Housing Loans............................................................................................................................................ 5
1.7    Structural Features ............................................................................................................................................. 7
1.8    Further information.......................................................................................................................................... 11
1.9    Structural Diagram........................................................................................................................................... 13
2.     TERMS AND CONDITIONS OF THE NOTES......................................................................................... 14
2.1    Terms and Conditions of the Class A-1 Notes................................................................................................. 14
2.2    Summary of provisions relating to the Class A-1 Notes while in global form ................................................ 32
2.3    Description of the Domestic Notes .................................................................................................................. 35
3.     USE OF PROCEEDS .................................................................................................................................... 41

4.     RISK FACTORS ........................................................................................................................................... 42
4.1    Limited Liability Under the Notes................................................................................................................... 42
4.2    Timing of Principal Distributions .................................................................................................................... 42
4.3    Principal on the Redraw Notes will be paid before principal on the Class A Notes and Class B
       Notes................................................................................................................................................................ 43
4.4    Prepayment then Non-Payment ....................................................................................................................... 43
4.5    Delinquency and Default Risk ......................................................................................................................... 44
4.6    Servicer Risk.................................................................................................................................................... 44
4.7    Equitable Assignment ...................................................................................................................................... 45
4.8    Set-Off ............................................................................................................................................................. 45
4.9    Ability of the Issuer Trustee to Redeem the Notes .......................................................................................... 45
4.10   Breach of Representation and Warranty .......................................................................................................... 46
4.11   The Mortgage Insurance Policies..................................................................................................................... 46
4.12   Termination Payments on the Currency and Fixed Rate Swap........................................................................ 46
4.13   Consumer Credit Code..................................................................................................................................... 46
4.14   The concentration of Housing Loans in specific geographic areas may increase the possibility
       of loss on the Notes.......................................................................................................................................... 47
4.15   Secondary Market Risk.................................................................................................................................... 47
4.16   Ratings of the Notes do not ensure their payment and withdrawal of any ratings may affect the
       value of the Notes ............................................................................................................................................ 47
4.17   The imposition of a withholding tax will reduce payments to you and may lead to an early
       redemption of the Notes................................................................................................................................... 48
4.18   Investment in the notes may not be suitable for all investors .......................................................................... 48
4.19   Conflicts of Interest ......................................................................................................................................... 48
4.20   EU Savings Tax Directive ............................................................................................................................... 48
4.21   Proposed changes to the Basel Capital Accord ("Basel II") ............................................................................ 48
4.22   A decline in Australian economic conditions may lead to losses on your Notes............................................. 49
5.     THE ISSUER TRUSTEE, ADELAIDE BANK, THE TRUST MANAGER ............................................ 50
5.1    Description of the Issuer Trustee ..................................................................................................................... 50
5.2    Description of Adelaide Bank.......................................................................................................................... 51
5.3    The Trust Manager .......................................................................................................................................... 51
6.     HOUSING LOANS........................................................................................................................................ 53
6.1    Description of the Assets of the Series Trust................................................................................................... 53
6.2    Adelaide Bank Residential Loan Programme .................................................................................................. 58
6.3    Adelaide Bank's Product Types ....................................................................................................................... 60
6.4    Servicing of the Housing Loans....................................................................................................................... 63
7.     CASH FLOW ALLOCATION METHODOLOGY ................................................................................... 70
7.1    Principles Underlying the Allocation of Cash Flows....................................................................................... 70



                                                                                 vii
7.2        Monthly Periods, Determination Dates and Distribution Dates....................................................................... 70
7.3        Underlying Cash Flows ................................................................................................................................... 71
7.4        Investor Revenues............................................................................................................................................ 73
7.5        Repayment of Principal on the Notes .............................................................................................................. 76
7.6        Charge-Offs ..................................................................................................................................................... 78
7.7        Calculations and Directions ............................................................................................................................. 79
7.8        Estimated Weighted Average Lives of the Notes ............................................................................................ 80
8.         THE MORTGAGE INSURANCE POLICIES ........................................................................................... 84
8.1        General............................................................................................................................................................. 84
8.2        GEMI ............................................................................................................................................................... 84
8.3        PMI Mortgage Insurance Policies.................................................................................................................... 88
9.         SUPPORT FACILITIES, SECURITY TRUST DEED, EURO NOTE TRUST DEED
           AND AGENCY AGREEMENT ................................................................................................................... 92
9.1        The Interest Rate Swaps .................................................................................................................................. 92
9.2        Currency Swap................................................................................................................................................. 96
9.2.1      Purpose of the Currency Swap......................................................................................................................... 96
9.2.2      Currency Swap Provider.................................................................................................................................. 97
9.3        The Liquidity Facility ...................................................................................................................................... 99
9.4        The Redraw Facility....................................................................................................................................... 102
9.5        The Security Trust Deed ................................................................................................................................ 105
9.6        The Standby Guarantee.................................................................................................................................. 111
9.7        Euro Note Trust Deed .................................................................................................................................... 113
9.8        Agency Agreement ........................................................................................................................................ 117
9.9        Fees payable under Euro Note Trust Deed and Agency Agreement.............................................................. 117
10.        THE SERIES TRUST ................................................................................................................................. 118
10.1       Creation of Trusts .......................................................................................................................................... 118
10.2       Perfection of Title .......................................................................................................................................... 119
10.3       The Issuer Trustee.......................................................................................................................................... 120
10.4       The Trust Manager ........................................................................................................................................ 124
10.5       The Servicer................................................................................................................................................... 126
10.6       Termination of the Series Trust ..................................................................................................................... 128
10.7       Audit and Accounts ....................................................................................................................................... 129
10.8       Amendments to Master Trust Deed and Series Supplement.......................................................................... 129
10.9       Meetings of Noteholders................................................................................................................................ 130
11.        DOCUMENT CUSTODY ........................................................................................................................... 132
11.1       Document Custody ........................................................................................................................................ 132
11.2       Document Transfer Event.............................................................................................................................. 132
11.3       Custodian Fee ................................................................................................................................................ 133
12.        AUSTRALIAN TAXATION....................................................................................................................... 134
12.1       Interest Withholding Tax and Tax File Numbers .......................................................................................... 134
12.2       Profit on Sale ................................................................................................................................................. 135
12.3       Goods and Services Tax ................................................................................................................................ 135
13.        SUBSCRIPTION AND SALE OF THE CLASS A NOTES AND THE CLASS B NOTES.................. 138
13.1       Subscription ................................................................................................................................................... 138
13.2       Sale ................................................................................................................................................................ 138
14.        GENERAL INFORMATION ..................................................................................................................... 142

15.        GLOSSARY OF TERMS............................................................................................................................ 144
ANNEXURE - DETAILS OF THE HOUSING LOANS POOL ................................................................................... 163




                                                                                     viii
1.    TRANSACTION STRUCTURE SUMMARY

      The following summary is qualified in its entirety by the remainder of this Offering Circular and by
      the terms of the Transaction Documents (see Section 14) or in the Glossary of Terms in Section 15.

1.1   The TORRENS Programme

      Adelaide Bank established a securitisation programme (the "TORRENS Programme") in June 1998
      pursuant to the Master Trust Deed for the purpose of enabling the Issuer Trustee to issue debt instruments
      and to apply the proceeds of those debt instruments to invest in assets originated from time to time by the
      Adelaide Bank group. The Master Trust Deed provides for the creation of an unlimited number of series
      trusts. Each series trust is a separate and distinct trust fund and is created pursuant to the Master Trust
      Deed and a series supplement establishing specific provisions of the relevant series trust and the
      instruments to be issued by that series trust. Multiple classes of notes may be issued by the Issuer Trustee
      in relation to each series trust that differ amongst themselves as to, among other things, currency of
      denomination and payment, priority of repayment and credit risk.

      The Series Trust is the sixteenth series trust established under the Master Trust Deed.

1.2   TORRENS Series 2006-1(E) Trust

      The detailed terms of the Series Trust are set out in the Series Supplement and the Master Trust Deed.

      The Master Trust Deed establishes the general framework under which series trusts may be established
      from time to time. It does not actually establish any trusts. To establish a trust, the Trust Manager and
      the Issuer Trustee execute a series supplement which, in the case of the Series Trust, was executed on 26
      September 2006.

      The Series Supplement sets out (among other things) various representations and undertakings of the
      parties specific to the Housing Loans, which are additional to those in the Master Trust Deed, and amend
      the Master Trust Deed to the extent necessary to give effect to the specific aspects of the Series Trust and
      the issue of the Notes.

      The Master Trust Deed and the Series Supplement should therefore be read together when determining
      the rights, powers and obligations of the Issuer Trustee, the Trust Manager and the Seller in relation to the
      Series Trust.

      The proceeds of the issue of the Notes will fund the acquisition by the Series Trust of a pool of residential
      housing loans originated by Adelaide Bank.

      The Series Trust has not commenced operations and no financial statements have been made up as at the
      date of this Offering Circular.

1.3   General Information regarding the Notes

      Class A-1 Notes:              €450,000,000 Class A-1 Mortgage Backed Floating Rate Notes
                                    due September 2037

      Class A-2 Notes and           A$702,000,000 Class A-2 Mortgage Backed Floating Rate Notes
      Class B Notes:                due September 2037.

                                    A$46,500,000 Class B Mortgage Backed Floating Rate Notes due
                                    September 2037.

      General Description:          The Notes are secured, pass-through, sequential pay, and floating
                                    rate debt securities.




                                                      1
Classes:                 The Notes are divided into 3 classes: the Class A-1 Notes, the
                         Class A-2 Notes and the Class B Notes.

                         Both prior to and following enforcement of the Charge under the
                         Security Trust Deed, the Class A-1 Notes and Class A-2 Notes
                         will rank pari passu and rateably between such Class A-1 Notes
                         and Class A-2 Notes and ahead of Class B Notes for both interest
                         and principal payments. For further details on repayment of
                         principal and interest, see Sections 7.4.5, 7.5.2 and 9.5.5.

                         Payments in relation to Class A-1 Notes will be made on each
                         Quarterly Distribution Date. Payments in relation to Class A-2
                         Notes and Class B Notes will be made monthly on each
                         Distribution Date. On each Distribution Date which is not a
                         Quarterly Distribution Date, funds may be set aside for the
                         payment of principal and interest to be made in respect of the
                         Class A-1 Notes on a Quarterly Distribution Date.

                         Following enforcement of the Charge, payments made in respect
                         of the Class A-1 Notes are based on specific exchange rates as
                         described in Section 9.5.5.

                         In certain circumstances, the Issuer Trustee may issue Redraw
                         Notes as described in Section 7.5.3. If issued, Redraw Notes will,
                         prior to the enforcement of the Charge under the Security Trust
                         Deed, rank equally with the Class A-1 Notes and Class A-2
                         Notes, and prior to the Class B Notes, in their right to receive
                         interest payments and will rank in priority to the Class A-1 Notes,
                         Class A-2 Notes and Class B Notes in their right to receive
                         principal payments. The Class B Notes will bear all losses on the
                         Housing Loans before the Redraw Notes and Class A-1 Notes and
                         Class A-2 Notes. Any losses allocated to the Class A-1 Notes,
                         Class A-2 Notes and Redraw Notes will be allocated rateably
                         between the Class A-1 Notes, Class A-2 Notes and the Redraw
                         Notes. Following the enforcement of the Charge under the
                         Security Trust Deed, Redraw Notes will rank equally with the
                         Class A-1 Notes and Class A-2 Notes, and prior to the Class B
                         Notes, in their right to receive both interest and principal
                         payments.

Cut-Off Date:            27 September 2006

Pricing Date:            13 October 2006, or such other date that the Trust Manager and
                         the Joint Lead Managers agree.

Issue Date/Closing       Subject to the satisfaction of certain conditions precedent, 20
Date:                    October 2006, or such other date that the Trust Manager and the
                         Joint Lead Managers agree.

Maturity Date:           14 September 2037

Aggregate Initial        €450,000,000
Invested Amount of the
Class A-1 Notes:

Aggregate Initial        A$702,000,000
Invested Amount of the
Class A-2 Notes:




                                           2
Aggregate Initial         A$46,500,000
Invested Amount of the
Class B Notes:

Denomination:             Each Class A-1 Note has a denomination of €100,000. Each
                          Class A-2 and Class B Note has a denomination of A$100,000.

Issue Price:              The Class A-1 Notes, the Class A-2 Notes, the Class B Notes and
                          the Redraw Notes (if any) will be issued at par value.

Joint Lead Managers       ABN AMRO Bank N.V., London Branch and Deutsche Bank
for Class A-1 Notes:      AG, London Branch

Joint Lead Managers       ABN AMRO Bank N.V., Australian Branch and Deutsche Bank
for the Class A-2 Notes   AG, Sydney Branch
and Class B Notes:

Agent Bank for Class      Citibank, N.A., London Branch
A-1 Notes:

Principal Paying Agent    Citibank, N.A., London Branch
for Class A-1 Notes:

Euro Note Trustee:        Citicorp Trustee Company Limited

Ratings:                  It is expected that the Class A-1 Notes and Class A-2 Notes will
                          be rated AAA by each of S&P and Fitch Ratings and Aaa by
                          Moody's. It is expected that the Class B Notes will be rated AA
                          by each of S&P and Fitch Ratings and Aa2 by Moody's.

Australian Stock          The Trust Manager has applied for the Class A-1 Notes and the
Exchange Listing:         Class A- 2 Notes to be listed on the Australian Stock Exchange
                          prior to the first Distribution Date. The Trust Manager will
                          maintain such listing during the term of the Class A-1 Notes and
                          the Class A-2 Notes provided that the requirements to maintain
                          the listing do not become unreasonably onerous.

                          The Class B Notes will not be listed.




                                            3
1.4   Interest on the Notes

      Calculation of Interest   Interest on each Class A-1 Note for each Interest Period
      on the Notes:             applicable to Class A-1 Notes (as defined in Condition 6.2 of the
                                Euro Note Conditions) is calculated based on the aggregate of the
                                EUR-EURIBOR-Telerate for that Interest Period plus the
                                applicable Margin for Class A-1 Notes. The Margin for the Class
                                A-1 Notes will be determined on the Pricing Date by agreement
                                between the Trust Manager and the Joint Lead Managers for the
                                Class A-1 Notes.

                                Interest on each Class A-2 Note, Redraw Note and Class B Note
                                for each Interest Period applicable to the Class A-2 Notes,
                                Redraw Notes and the Class B Notes are calculated based on the
                                aggregate of the BBSW on the first day of that Interest Period
                                plus the applicable Margin for that class of Notes. The Margins
                                for the Class A-2 Notes and the Class B Notes will be determined
                                on the Pricing Date by agreement between the Trust Manager and
                                the Joint Lead Managers for the Class A-2 Notes and Class B
                                Notes. If the Issuer Trustee issues Redraw Notes, the Margin for
                                such Redraw Notes will be determined by the Trust Manager
                                prior to their Issue Date.

                                If the Class A-1 Notes have not been redeemed on or prior to the
                                Call Date, the margin payable on the Class A-1 Notes will step up
                                to 0.20 per cent. per annum. If the Class A-2 Notes or the Class
                                B Notes have not been redeemed on or prior to the Call Date, then
                                the margin payable on Class A-2 Notes will step up to 0.34 per
                                cent. per annum and the margin payable on Class B Note will step
                                up to 0.46 per cent. per annum.

                                For further details on the calculation of Interest on the Notes, see
                                Condition 6 of the Euro Note Conditions and Section 2.3.2.

      Payment of Interest on    Interest is payable on Class A-1 Notes quarterly in arrears on
      the Notes:                each Quarterly Distribution Date, being the 14th day of
                                December, March, June and September in each year, or if such a
                                day is not a Business Day, the next Business Day.

                                Interest is payable on Class A-2 Notes and Class B Notes
                                monthly in arrears on each Distribution Date, being the 14th of
                                each month of the year, or if such a day is not a Business Day, the
                                next Business Day.

                                For further details on payment of Interest on the Notes, see
                                Sections 2.3.2 and 7.4.5.

1.5   Repayment of principal on the Notes

      Repayment of              Prior to enforcement of the Charge, Redraw Notes, if issued,
      Principal:                receive repayments of principal ahead of the Class A-1 Notes,
                                Class A-2 Notes and Class B Notes, and will receive repayments
                                of principal monthly on each Distribution Date (to the extent
                                Total Principal Collections are sufficient for this purpose) until
                                the Stated Amount of the Redraw Notes is reduced to zero.

                                Prior to enforcement of the Charge, to the extent that Total
                                Principal Collections are sufficient for this purpose (see Section
                                7.5), repayments of principal on Class A-1 Notes, Class A-2
                                Notes and Class B Notes will be made on each Distribution Date



                                                  4
                            to the relevant Noteholders on the following basis:

                            (a)       firstly, pari passu and rateably between Class A-1
                                      Notes (based on their Adjusted Stated Amount) and
                                      Class A-2 Notes (based on their Stated Amount), until
                                      the Adjusted Stated Amount of the Class A-1 Notes
                                      and the Stated Amount of Class A-2 Notes are reduced
                                      to zero provided that if the Distribution Date is not a
                                      Quarterly Distribution Date the A$ amount to be
                                      applied to the Class A-1 Notes will be retained by the
                                      Issuer Trustee until the next Quarterly Distribution
                                      Date and following conversion to Euro, applied to the
                                      Class A-1 Notes on that Quarterly Distribution Date;

                            (b)       following which to Class B Noteholders pari passu and
                                      rateably between them in repayment of principal until
                                      the Stated Amount of the Class B Notes is reduced to
                                      zero.

                            For additional information on repayment of principal, see Section
                            7.5.2.

      Call Option:          The Issuer Trustee will, if so directed by the Trust Manager
                            (given in the Trust Manager's discretion) and on giving not more
                            than 40 days' nor less than 20 days' notice to the Euro Note
                            Trustee, the Principal Paying Agent, the Agent Bank and the
                            Class A-1 Noteholders, redeem all, but not some only, of the
                            Notes on any Quarterly Distribution Date falling on or after the
                            earlier of:

                            (a)       the Quarterly Distribution Date on which the aggregate
                                      A$ Equivalent of the Stated Amount of all the Notes is
                                      less than 10 per cent. of the A$ Equivalent of the
                                      Invested Amount of all the Notes on the Issue Date; or

                            (b)       the Call Date (being the Quarterly Distribution Date in
                                      December 2012).

                            For additional information on the Call Option see Condition 7.2
                            of the Euro Note Conditions in Section 2.1.

                            In addition, the Notes may be redeemed upon the occurrence of
                            certain tax events. For additional information, see Condition 7.3
                            of the Euro Note Conditions.

1.6   The Housing Loans

      Purchase of Housing   The Housing Loans are sourced from the Seller's general portfolio
      Loans:                of residential housing loans (along with housing loans previously
                            securitised by the Seller through its LIGHTHOUSE securitisation
                            programme). The Issuer Trustee will use the proceeds from the
                            issue of the Class A-1 Notes to make a Euro payment to the
                            Currency Swap Provider in respect of the Currency Swap in
                            relation to the Class A-1 Notes during business hours in London
                            on the Issue Date in consideration for an Australian dollar
                            payment that will be made earlier that day during the business
                            hours in Sydney by the Currency Swap Provider to the Issuer
                            Trustee. This Australian dollar payment, and the proceeds from
                            the issue of the Class A-2 Notes and the Class B Notes, will be
                            used by the Issuer Trustee, on the direction of the Trust Manager,
                            to purchase a pool of Housing Loans and related mortgages and


                                              5
                           collateral securities. The purchase price for these Housing Loans
                           will be A$1,499,999,999.60 (being the total principal balance
                           outstanding as at the Cut-Off Date in respect of the purchased
                           Housing Loans).

                           The Housing Loans are required to be secured by a registered first
                           ranking mortgage over Australian residential property. In certain
                           circumstances, in addition to the first ranking mortgage, there
                           may also be a second ranking mortgage in favour of Adelaide
                           Bank. Further details in relation to the Housing Loans are
                           contained in Section 6.

Assignment of Housing      The Housing Loans and related mortgages and collateral
Loans:                     securities will be initially assigned to the Issuer Trustee in equity.
                           If a Perfection of Title Event occurs under the Series Supplement
                           the Issuer Trustee may be required to take certain actions to
                           perfect its legal title to the Housing Loans and related mortgages
                           and collateral securities. For further details on perfection of title,
                           see Section 10.2.1.

Custody of Housing Loan The Issuer Trustee will be the initial Custodian of the Housing
Documents:              Loan Documents. The Seller must transfer custody of the
                        underlying Housing Loan Documents to the Issuer Trustee 5
                        Business Days prior to the Closing Date specified in the Letter of
                        Offer (or such other time as is agreed between the Issuer Trustee,
                        the Ratings Agencies and the Trust Manager). The Seller may be
                        appointed as custodian of the Housing Loan Documents after the
                        Closing Date in the circumstances set out in Section 11.1.

Servicing:                 The Seller has been appointed as the initial Servicer under the
                           Series Supplement. For further details on the Servicer, see
                           Sections 6.4 and 10.5.

Collections:               The Issuer Trustee will be entitled to all Collections received in
                           respect of Housing Loans from and including the Cut-Off Date in
                           relation to those Housing Loans except as described below.

                           The Issuer Trustee will pay to the Seller on the first Distribution
                           Date after the Cut-Off Date from those Collections an amount
                           equal to the interest accrued on the Housing Loans from (and
                           including) the previous due date for the payment of interest on
                           each of the Housing Loans up to (but excluding) the Closing Date
                           for those Housing Loans (the "Accrued Interest Adjustment").
                           For further details on the Accrued Interest Adjustment, see
                           Section 7.4.4.

                           The Issuer Trustee may also pay in respect of Housing Loans
                           assigned from the Seller's LIGHTHOUSE securitisation
                           programme, an advance ("Adjustment Advance") to the
                           securitisation trust transferring the Housing Loans. To the extent
                           that such a payment is made, the Issuer Trustee will be entitled to
                           interest accrued on such Housing Loans prior to the Closing Date
                           up to an amount equal to the Adjustment Advance. For further
                           details on Adjustment Advance, see Section 7.4.4.

                           Moneys due by borrowers under the terms of the Housing Loans
                           will be collected by the Servicer on behalf of the Issuer Trustee.

                           Whilst the Collections Account is permitted to be maintained
                           with the Servicer (see Section 1.7), the Servicer may retain the
                           Collections it receives in respect of a Monthly Period until 1


                                              6
                            Business Day before the next following Distribution Date (the
                            "Transfer Date"), when it must deposit them into the
                            Collections Account together with, in certain circumstances,
                            interest earned on those Collections during the period they are
                            held by the Servicer.

                            If the Collections Account is not permitted to be maintained with
                            the Servicer (see Section 1.7) the Servicer must pay all
                            Collections it receives into the Collections Account within 2
                            Business Days of receipt or, where Collections are not received
                            by the Servicer but are otherwise payable by the Servicer or the
                            Seller, within 2 Business Days of when they fell due for payment
                            by the Servicer or the Seller. The Servicer may, in its sole
                            discretion, deposit amounts into the Collections Account in
                            prepayment of its obligations to pay Collections into the
                            Collections Account in these circumstances. Such prepaid
                            amounts ("Outstanding Prepayment Amounts") are, to the
                            extent they are standing to the credit of the Collections Account,
                            secured to the Servicer under the Security Trust Deed (see
                            Section 9.5.5).

                            Collections in respect of each Monthly Period will be distributed
                            on the Distribution Date following the end of that Monthly
                            Period.

      Clean-Up Offer        If either:

                            (a)          on a Quarterly Distribution Date the aggregate A$
                                         Equivalent of the Stated Amount of all Notes is, or is
                                         expected to be, less than 10 per cent. of the aggregate
                                         A$ Equivalent of the Invested Amount of all Notes on
                                         the Issue Date; or

                            (b)          the next Distribution Date is the Call Date under the
                                         Euro Note Conditions or an event referred to in
                                         Condition 7.3 of the Euro Note Conditions has
                                         occurred (and Adelaide Bank has obtained the
                                         approval of the Australian Prudential Regulation
                                         Authority),

                            Adelaide Bank may elect to repurchase the remaining Housing
                            Loans on that Quarterly Distribution Date or any following
                            Quarterly Distribution Date. The repurchase price of the Housing
                            Loans (if Adelaide Bank elects to repurchase the remaining
                            Housing Loans) (the "Clean-Up Settlement Price") will be their
                            Fair Market Value.

                            If the Clean-Up Settlement Price is insufficient to ensure the
                            Noteholders will receive the aggregate of the Invested Amount of
                            the Notes and the Interest payable on the Notes, the repurchase
                            will be subject to Noteholder approval. Further details on the
                            Clean-Up Offer are contained in Section 6.4.12.

1.7   Structural Features

      Mortgage Insurance:   The Noteholders' first level of protection against principal and/or
                            interest losses on the Housing Loans is provided by the respective
                            Mortgage Insurance Policies under which the Housing Loans are
                            insured. The Mortgage Insurance Policies cover all principal
                            and/or interest losses incurred (if any) on each Housing Loan.
                            Some but not all of the Housing Loans insured under the


                                               7
                          Mortgage Insurance Policies also have the benefit of timely
                          payment cover for a period of 12 scheduled monthly payments.
                          For further details on the Mortgage Insurance Policies, see
                          Section 8.

Excess Investor           The Noteholders' second level of protection is the monthly excess
Revenues:                 of the cash flow generated by the Housing Loans (after taking
                          into account the operation of the swaps under any Hedge
                          Agreement) over the interest payments to be made on the Notes
                          and other outgoings ranking pari passu with or in priority to the
                          Notes. To the extent that there is such an excess in cash flow (the
                          "Excess Investor Revenues") available in relation to a
                          Distribution Date, it will be used to:

                          (a)        first, reimburse any unreimbursed Principal Draws (see
                                     Section 7.4.2);

                          (b)        second, to the extent that there are any amounts
                                     remaining, reimburse any Defaulted Amounts (see
                                     Section 7.5.4);

                          (c)        finally, to the extent that there are any amounts
                                     remaining, reimburse any unreimbursed Charge-Offs
                                     in relation to the Class A Notes, Class B Notes and the
                                     Redraw Notes (see Section 7.6.3).

                          Any amount remaining will be paid to the Income Unitholder,
                          subject to the deduction of any Clean-Up Collateral Amount from
                          that payment in the circumstances described in Section 6.4.12.

Charge-Offs allocated     Class A-1 Noteholders, Class A-2 Noteholders and Redraw
first to Class B Notes:   Noteholders will have the benefit of Charge-Offs being allocated
                          first to the Class B Notes. That is, to the extent that there is a loss
                          on a Housing Loan which is not satisfied by a claim under the
                          Mortgage Insurance Policy corresponding to that Housing Loan,
                          or by application of Excess Investor Revenues, the amount of the
                          loss will be allocated pari passu to the Class B Notes, reducing
                          the Stated Amount of the Class B Notes until their Stated Amount
                          is zero. The amount of any remaining loss will then be allocated
                          pari passu to the Class A-1 Notes, the Class A-2 Notes and the
                          Redraw Notes reducing the Stated Amounts of the Class A-1
                          Notes, the Class A-2 Notes and the Redraw Notes until they are
                          zero.

Collections Account:      After the date of the Series Supplement but before the Closing
                          Date, the Issuer Trustee will establish an account (or accounts)
                          (the "Collections Account") into which all Collections received
                          in respect of the Series Trust must be paid. The Collections
                          Account must be maintained with an Eligible Depository and may
                          be held with the Servicer if the Servicer is an Eligible Depository.
                           Where the Servicer is not an Eligible Depository, the Collections
                          Account may still be maintained with the Servicer provided that:

                          (a)        the Servicer's obligations to credit to, and repay from,
                                     in accordance with normal banking practice, monies
                                     deposited and to be deposited to the Collections
                                     Account are supported by a standby guarantee in a
                                     form acceptable to the Ratings Agencies; or

                          (b)        the Ratings Agencies have each issued a Ratings
                                     Affirmation Notice in relation to the Collections


                                             8
                                Account being held with the Servicer.

                      Where:

                      (a)       the Collections Account is held with a financial
                                institution which has a short term credit rating by S&P
                                of A-1 and the obligations of that financial institution
                                in respect of the Collections Account are rated, or
                                considered by S&P to be equivalent to obligations
                                rated, less than A-1+; and

                      (b)       the sum of all amounts credited to the Collections
                                Account and the aggregate value of the authorised
                                short-term investments in relation to the Series Trust
                                which are with, or are endorsed (with recourse) or
                                accepted by, a bank or financial institution that has a
                                short term credit rating by S&P of A-1 exceeds 20 per
                                cent. of the Total Stated Amount,

                      an amount equal to that excess must be transferred from that
                      Collections Account to another Collections Account with an
                      Eligible Depository.

                      Interest will be earned on the amount standing to the credit of the
                      Collections Account except, whilst the Collections Account is
                      held with the Servicer, on any amount deposited into the
                      Collections Account in circumstances where:

                      (a)       on the immediately preceding Determination Date the
                                Trust Manager determined that an amount referred to
                                in Section 7.4.5(k) would be paid to the Income
                                Unitholder on the next Distribution Date; and

                      (b)       an Insolvency Event does not exist in relation to the
                                Servicer.

                      If, while the Collections Account is maintained with the Servicer,
                      the Issuer Trustee becomes aware that the Collections Account
                      cannot continue to be maintained with the Servicer, the Issuer
                      Trustee must immediately establish a new interest bearing
                      Collections Account with an Eligible Depository and transfer the
                      funds standing to the credit of the old Collections Account to the
                      new Collections Account.

Standby Guarantee:    Initially, Adelaide Bank's obligations in respect of the Collections
                      Account will be supported by a Standby Guarantee provided by
                      ABN AMRO Australia. For further details on the Standby
                      Guarantee see Section 9.6.

Liquidity Facility:   If there is a Net Liquidity Shortfall, the Issuer Trustee may be
                      able to request an advance under the Liquidity Facility up to a
                      total aggregate amount equal to the un-utilised portion of the
                      Liquidity Facility Limit, being A$7,500,000 as at the Closing
                      Date.

                      Drawings under the Liquidity Facility will be subject to certain
                      conditions precedent.

                      ABN AMRO Australia will be the initial Liquidity Facility
                      Provider.



                                        9
                     For further details on the Liquidity Facility, see Section 9.3.

Redraw Facility      If Adjusted Principal Collections for a Monthly Period just ended
                     are insufficient to fully reimburse the Seller for Redraws made
                     during that Monthly Period, the Issuer Trustee may be able to
                     request an advance from the Redraw Facility Provider under the
                     Redraw Facility up to a total aggregate amount equal to the un-
                     utilised portion of the Redraw Facility Limit. The provision of
                     the Redraw Facility will be subject to normal credit criteria and a
                     market rate of interest will be charged.

                     Drawings under the Redraw Facility will be subject to certain
                     conditions precedent.

                     Adelaide Bank will be the initial Redraw Facility Provider.

                     For further details on the Redraw Facility, see Section 9.4.

Interest Rate Swap   In order to hedge the mismatch between the rates of interest on
Agreements:          the Housing Loans and the Issuer Trustee's floating rate
                     obligations under the Currency Swap in relation to the Class A-1
                     Notes (as to which, see Section 9.2) and the Class A-2 Notes and
                     Class B Notes, the Issuer Trustee and the Trust Manager will
                     enter into the Basis Swap and the Fixed Rate Swap with an
                     Interest Rate Swap Provider.

                     Adelaide Bank will be the initial Interest Rate Swap Provider for
                     the Basis Swap and the Fixed Rate Swap.

                     Deutsche Bank will act as the Standby Swap Provider in respect
                     of the Fixed Rate Swap. In certain circumstances this role will
                     require Deutsche Bank to assume the rights and obligations of
                     Adelaide Bank as Interest Rate Swap Provider under the Fixed
                     Rate Swap.

                     The Basis Swap and the Fixed Rate Swap will each be governed
                     by the terms of the relevant Interest Rate Swap Agreement.

                     For further details in relation to the swaps, see Section 9.1

Currency Swap        Collections in relation to the Housing Loans and the amounts (if
Agreement:           any) received by the Issuer Trustee under the Basis Swap and
                     Fixed Rate Swap will be denominated in Australian dollars.
                     However, the Issuer Trustee's payment obligations in relation to
                     the Class A-1 Notes will be denominated in Euro. In addition, the
                     Issuer Trustee will receive amounts calculated by reference to
                     BBSW under the Basis Swap and Fixed Rate Swap and will pay
                     amounts calculated by reference to EUR-EURIBOR-Telerate
                     with respect to interest on the Class A-1 Notes. In order to hedge
                     these mismatches, the Issuer Trustee will enter into a Currency
                     Swap with the Currency Swap Provider in relation to the Class A-
                     1 Notes.

                     National Australia Bank Limited will be the initial Currency
                     Swap Provider. For a description of the initial Currency Swap
                     Provider see Section 9.2.2.

                     The Currency Swap will be governed by the terms of the
                     Currency Swap Agreement. For further details of the Currency
                     Swap see Section 9.2.



                                       10
      Threshold Mortgage       On each Determination Date after the Basis Swap terminates the
      Rate:                    Trust Manager must determine the rate that is the minimum
                               interest rate required to be set on Housing Loans which are
                               subject to a variable rate (net of any interest off-set benefits in
                               relation to the Interest Off-Set Accounts (if any) in relation to the
                               Housing Loans forming part of the Assets of the Series Trust), in
                               order to cover, together with amounts to be received in respect of
                               fixed rate Housing Loans, the expenses of the Series Trust (the
                               "Threshold Mortgage Rate") and notify that rate to the Issuer
                               Trustee, the Seller and the Servicer on or prior to the following
                               Distribution Date.

                               For further details, see Section 9.1.2.

1.8   Further information

      Security Trust Deed:      The obligations of the Issuer Trustee in respect of the Notes
                                (among other obligations) are secured by a floating charge
                                granted by the Issuer Trustee over the Assets of the Series
                                Trust in favour of the Security Trustee pursuant to the Security
                                Trust Deed. The Security Trust Deed and the order of priority
                                in which the proceeds of enforcement of the floating charge are
                                to be applied are described in Section 9.5.

      Australian Withholding    Payments of principal and interest on the Notes will be reduced
      Tax and Tax File          by any applicable withholding taxes. The Issuer Trustee is not
      Numbers:                  obligated to pay any additional amounts to the Noteholders to
                                cover any withholding taxes. Under current Australian tax
                                laws, the payments of interest on the Notes will not be subject
                                to Australian withholding tax if they are issued in accordance
                                with certain prescribed conditions set out in section 128F of the
                                Income Tax Assessment Act 1936 ("Australian Tax Act")
                                and they are not acquired directly or indirectly by any Offshore
                                Associates of the Issuer Trustee or Adelaide Bank. It is
                                intended that the Notes will be issued in a way that will satisfy
                                the public offer test and otherwise meet the requirements of
                                section 128F of the Australian Tax Act. Each of the Joint Lead
                                Managers has agreed with the Issuer Trustee to offer the Notes
                                for subscription or purchase in accordance with certain
                                procedures intended to result in the public offer test being
                                satisfied and all Notes having the benefit of section 128F
                                exemption. Accordingly, persons who are Offshore Associates
                                of the Issuer Trustee or Adelaide Bank, except in certain
                                circumstances, should not acquire the Notes.

                                Further, under current Australian tax laws, tax will be deducted
                                on payments to an Australian resident Noteholder or a non-
                                resident holding the Notes at or through a permanent
                                establishment in Australia who does not provide the Issuer
                                Trustee with a tax file number or Australian Business Number
                                (where applicable), or proof of an appropriate exemption.

                                For further details see Section 12.




                                                 11
Selling Restrictions:   The offering, sale and delivery of the Notes and the
                        distribution of this Offering Circular and other material in
                        relation to the Notes are subject to restrictions and the relevant
                        laws such as may apply in any jurisdiction in connection with
                        the offering and sale of the Notes including, in particular,
                        restrictions in Australia, the United States of America, the
                        United Kingdom, Belgium, France, Norway, Republic of
                        Ireland, Spain, Sweden, Singapore and Hong Kong. For
                        further details see Section 13.

Governing Laws:         The Subscription Agreement in relation to the Class A-1 Notes
                        is governed by the laws in force in England. The Issuer
                        Trustee, the Trust Manager and the other parties to the
                        Subscription Agreement have submitted to the non-exclusive
                        jurisdiction of the courts of England to settle any disputes
                        arising out of or in connection with the Subscription
                        Agreement. The balance of the Transaction Documents
                        (including the Notes but excluding the Master Trust Deed) are
                        governed by the laws applying in the State of New South
                        Wales, Australia. The Master Trust Deed is governed by the
                        laws in force in the Australian Capital Territory.




                                        12
1.9           Structural Diagram


                                                    SELLER                                                             SECURITY TRUSTEE
                                             Adelaide Bank Limited                                                        P.T. Limited

                                                                                                          t
                                                                                                er rus
                                                                                              ov T
                                                                                           g e i es
                                                     Equitable assignment              a r er
                                                       of housing loans              ch e S
                                   Payments from the                               ng f t h
                                                                                 ti o
    TRUST MANAGER                                                            oa
                                     housing loans                         Fl sets                                    MORTGAGE INSURER
 AB Management Pty Limited                                                   a s                        e             PMI Mortgage Insurance
                                                                           e                         ag
                                                                        th                        tg                          Limited
                                                                                                or s
                                                                                                     m ie           Genworth Financial Mortgage
                                                                                                    m lic
                                                                                                 fro po                Insurance Pty Limited
                                                                                               ts ce
                                               ISSUER TRUSTEE                               en n
                                                                                           m ra
                                                Perpetual Trustee                    P   ay insu
           SERVICER
                                                Company Limited
      Adelaide Bank Limited

                                         TORRENS Series 2006-1(E)
                                                 Trust

       REDRAW FACILITY
           PROVIDER
      Adelaide Bank Limited                                                                                            INCOME UNITHOLDER
                                                                                                                        Adelaide Bank Limited


      LIQUIDITY FACILITY




                                                                                     A$
          PROVIDER                                                                                                      CLASS B CAPITAL



                                                                                       Pa
        ABN AMRO N.V.,                                                                                                    UNITHOLDER



                                                                                         ym
        Australian Branch                                                                                              Adelaide Bank Limited


                                                                                            ent
                                                                                               so
                                                                                                 n th
                                                                                                     eD
       FIXED RATE SWAP
           PROVIDER                                                                                 om                  CLASS A CAPITAL
      Adelaide Bank Limited                                                                            est
                                             CURRENCY SWAP                                                ic N            UNITHOLDER
                                                 PROVIDER                                                                CU Securitisation
                                                                                                           ote

                                            National Australia Bank                                                     Services Pty Limited
                                                                                                              s

                                                    Limited
       STANDBY SWAP
         PROVIDER
      Deutsche Bank A.G.
                                                                                                                      CLASS A-2 and CLASS B
                                                                                                                           Noteholders
                                            PRINCIPAL PAYING
  BASIS SWAP PROVIDER                     AGENT AND AGENT BANK
   Adelaide Bank Limited                      Citibank, N.A.,
                                              London Branch




                                                 EUROCLEAR/
                                                CLEARSTREAM,
                                                LUXEMBOURG




                                                                                                          Class A-1 Notes




                                                                                                  EURO NOTE TRUSTEE
                                                                                                     Citicorp Trustee
                                            Class A-1 Noteholders                                   Company Limited




                                                         13
2.    TERMS AND CONDITIONS OF THE NOTES

2.1   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 Note. The Class A-1 Notes will initially be issued in
      global form. Class A-1 Notes in definitive form will only be issued in limited circumstances. While the
      Class A-1 Notes remain in global 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. Therefore, certain of the
      following provisions will not apply while the Class A-1 Notes are in global form and the references to
      coupons, talons and Couponholders are not applicable. A summary of the provisions applicable to the
      Class A-1 Notes while in global form is set out in Section 2.2.

      1.         General

      The following mortgage backed floating rate notes due September 2037 will be issued by Perpetual
      Trustee Company Limited ("Perpetual") in its capacity as trustee of the TORRENS Series 2006-1(E)
      Trust (the "Series Trust") (Perpetual in such capacity, the "Issuer Trustee"): (a) €450,000,000 Class A-
      1 Notes (the "Class A-1 Notes"); (b) A$702,000,000 Class A-2 Notes (the "Class A-2 Notes"); and (c)
      A$46,500,000 Class B Notes (the "Class B Notes"). The Class A-1 Notes and the Class A-2 Notes are
      together the "Class A Notes". The Class A Notes and the Class B Notes, along with any Redraw Notes
      (if issued), are together the "Notes". The Class A-2 Notes and the Class B Notes, along with any Redraw
      Notes (if issued), are together the "Domestic Notes". The issue of the Class A-1 Notes was authorised by
      a resolution of the board of directors of Perpetual passed on 10 October 2006.

      The Class A-1 Notes: (a) are constituted by a Euro Note Trust Deed (the "Euro Note Trust Deed") dated
       11 October 2006 made between the Issuer Trustee, AB Management Pty Limited (the "Trust Manager")
      and Citicorp Trustee Company Limited, (the "Euro Note Trustee") as trustee for the several persons who
      are for the time being holders of the Class A-1 Notes (the "Class A-1 Noteholders"); and (b) are issued
      subject to, and with the benefit of, amongst other things (i) a Master Trust Deed (the "Master Trust
      Deed") dated 9 June 1998, as amended, made between the Trust Manager and Perpetual; (ii) a Series
      Supplement (the "Series Supplement") dated 26 September 2006 made between Adelaide Bank Limited
      (the "Bank"), the Trust Manager and the Issuer Trustee; (iii) a Security Trust Deed (the "Security Trust
      Deed") dated 26 September 2006 made between the Issuer Trustee, the Trust Manager, P.T. Limited (the
      "Security Trustee") and the Euro Note Trustee; (iv) the Euro Note Trust Deed; (v) these terms and
      conditions in respect of the Class A-1 Notes (the "Euro Note 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 2.2) and are subject to the detailed provisions of the Transaction
      Documents (copies of which may be inspected as specified 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 11 October 2006 made between the Issuer Trustee, the Euro Note Trustee,
      the Trust Manager and Citibank, N.A., London Branch as principal paying agent (the "Principal Paying
      Agent") (together with any other Paying Agency appointed under the Agency Agreement, the "Paying
      Agents") and Citibank, N.A., London Branch as agent bank (the "Agent Bank").

      The Issuer Trustee has entered into an ISDA Master Agreement (the "Currency Swap Agreement") with
      National Australia Bank Limited (the "Currency Swap Provider") and the Trust Manager, together with
      a schedule and a confirmation relating thereto in respect of the Class A-1 Notes (the "Currency Swap").

      The Trust Manager has applied for the Class A-1 Notes to be listed on the Australian Stock Exchange
      prior to the first Distribution Date.




                                                    14
2.         Definitions and Interpretation

2.1        Incorporated Terms

Unless otherwise defined herein or the context requires otherwise, and subject to Condition 2.2, words
and expressions which are defined in the Master Trust Deed or the Series Supplement have the same
meanings herein. Where there is any inconsistency in a definition between the Master Trust Deed (on the
one hand) and the Series Supplement (on the other hand), the Series Supplement prevails.

2.2        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 other provision (as the case may be) will be of no effect for the purposes
of these Conditions unless and until the amendment is either:

(a)        if the Euro Note Trustee is of the opinion that the amendment will not be materially prejudicial
           to the interests of the Class A-1 Noteholders and it has consented to such amendment; or

(b)        otherwise approved by an Extraordinary Resolution (as defined in the Euro Note Trust Deed)
           of the Class A-1 Noteholders under the Euro Note Trust Deed.

"Transaction Document" 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 Agreement, the Liquidity
Facility Agreement, the Redraw Facility Agreement, the Security Trust Deed, the Dealer Agreement, the
Subscription Agreement, the Euro Note Trust Deed, the Euro Note Conditions, the Agency Agreement and
any other document which is agreed by the Trust Manager and the Issuer Trustee to be a Transaction
Document in relation to the Series Trust.

2.3        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 therefore and all ordinances,
by-laws, regulations and other statutory instruments issued thereunder; (c) subject to Condition 2.2, 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.

2.4        Calculations

Except as expressly provided otherwise in these Conditions, all calculations in a given currency under
these Conditions will be rounded to the nearest cent in that currency (half a cent or more being rounded
upwards) and all other calculations and percentages determined hereunder will be rounded down to the
nearest 3 decimal places.

3.         Class A-1 Noteholders Bound

The Class A-1 Noteholders and the persons who are for the time being holders of the Coupons (as defined
in Condition 4.1) (the "Couponholders") and the Talons (as defined in Condition 4.1) 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 London business days
at the registered office for the time being of the Euro Note Trustee (which is, at the date of the issue of the
Class A-1 Notes, 14th Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB).




                                                 15
4.         Form, Denomination and Title of and to the Class A-1 Notes

4.1        Form and Denomination

The Class A-1 Notes are serially numbered and are issued in bearer form in the denomination of €100,000
each with, at the date of issue, interest coupons ("Interest Coupons"), principal coupons ("Principal
Coupons" and, together with the Interest Coupons, the "Coupons") and talons for further Coupons
("Talons") attached.

4.2        Title

Title to the Class A-1 Notes, Coupons and Talons passes by delivery.

4.3        Holder Absolute Owner

Except as ordered by a court of competent jurisdiction or as required by law, the holder of any Class A-1
Note, Coupon or Talon is deemed, and will be treated at all times, by all persons and for all purposes
(including the making of any payments), as the absolute owner of such Class A-1 Note, Coupon or Talon
(as the case may be) regardless of any notice of ownership, theft or loss, any trust or other interest therein
or any writing thereon and no person will be liable for so treating the holder.

4.4        Transfer of Class A-1 Notes

A Class A-1 Note may only be transferred if the offer of that Class A-1 Note for sale, or the invitation to
purchase that Class A-1 Note to the proposed transferee by the relevant Noteholder:

(a)        is not made to a person who is a "retail client" within the meaning of section 761G of the
           Corporations Act;

(b)        complies with any applicable laws in all jurisdictions in which the offer or invitation is made;
           and

(c)        for so long as the Class A-1 Notes are listed on the Official List of the Australian Stock
           Exchange, is in accordance with the Listing Rules as those rules apply to the Class A-1 Notes.



5.         Status, Security and Relationship between the Class A-1 Notes and the Domestic Notes

5.1        Status

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

5.2        Security

The obligations of the Issuer Trustee under the Notes and Coupons are (amongst the other payment
obligations of the Issuer Trustee comprising the Secured Moneys (as defined in the Security Trust Deed))
secured, pursuant to the Security Trust Deed in favour of the Security Trustee as trustee for the Secured
Creditors (as defined in the Security Trust Deed), by a floating charge (the "Charge") over all of the
assets and property, real and personal (including choses in action, covenants, agreements, undertakings,
representations, warranties and other rights), tangible and intangible, present or future, held by the Issuer
Trustee from time to time, of the Series Trust (the "Charged Property"). The Charged Property includes
an equitable interest in certain Housing Loans, and related Mortgages, acquired by the Issuer Trustee from
the Bank on the Issue Date. The Charge is a first ranking security, subject only to the Prior Interest (as
defined in the Security Trust Deed) in the Charged Property.

5.3        Limited Recourse

The liability of the Issuer Trustee to make interest and principal payments on the Notes is limited, except
in certain limited circumstances described in Condition 12, to the assets and property of the Series Trust

                                                16
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 available 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
Couponholders and any other amounts ranking in priority to or pari passu with amounts due to the Class
A-1 Noteholders and Couponholders. 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 or
Couponholders.

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

5.4        No Preference within the Class A Notes

The Class A Notes including these Class A-1 Notes rank pari passu and rateably and without any
preference or priority among themselves.

5.5        Subordination of the Class B Notes

Prior to the enforcement of the Charge, the payment of interest on the Class B Notes is subordinated to,
amongst other things, payment of interest on the Class A Notes in accordance with the Series Supplement
and the repayment of the principal on the Class B Notes is subordinated to, amongst other things,
repayment of principal on the Class A Notes in accordance with the calculations to be made of the
amounts to be paid by the Issuer Trustee under the Series Supplement (the subordination of the Class B
Notes is in respect of: (a) the A$ amounts payable by the Issuer Trustee to the Class A-2 Noteholders in
respect of the Class A-2 Notes; and (b) the relevant A$ amounts payable by the Issuer Trustee to the
Currency Swap Provider in respect of the Currency Swap in relation to the Class A-1 Notes and the €
received in return and 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 7.8).

Following the enforcement of the Charge, in the distribution of the net proceeds 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, including these Class A-1 Notes.
 However, for the purposes of determining distributions to, and allocations between, the Class A
Noteholders, the Class B Noteholders and other Secured Creditors, amounts owing in respect of any Class
A-1 Notes will be converted to 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 if there is a conflict
between the interests of the Class A Noteholders and any other Secured Creditor.

A failure to pay accrued interest in respect of the Class B Notes does not constitute an Event of Default
under the Security Trust Deed while there are any Class A Notes outstanding.

5.6        Class A and Class B Notes Rank Equally Except as Provided in Transaction Documents

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




                                                17
6.         Interest

6.1        Period of Accrual

Each Class A-1 Note accrues interest from (and including) 20 October 2006 (the "Issue Date") and ceases
to accrue interest from (and including) the earliest of:

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

(b)        the date on which such Class A-1 Note        is redeemed or repaid in full in accordance with
           Condition 7 (other than Condition 7.5)       unless, upon presentation, payment is improperly
           withheld or refused in which case such       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 such Class A-1 Note up to that day are
                      received by or on behalf of the Class A-1 Noteholder; and

           (ii)       the seventh day after notice is given to the relevant Class A-1 Noteholder (either in
                      accordance with Condition 11 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 such Class A-1 Note is deemed to be redeemed in accordance with
           Condition 7.5.

6.2        Interest Periods

The period in respect of which a Class A-1 Note accrues interest in accordance with Condition 6.1 is
divided into periods (each an "Interest Period"). The first Interest 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 Interest 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 Interest 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.

6.3        Interest Rate

The rate of interest payable from time to time in respect of a Class A-1 Note (the "Interest Rate" and an
Interest Period is the aggregate of EUR-EURIBOR-Telerate (as hereinafter defined) for that Interest
Period plus the Margin (as hereinafter defined) in relation to that Class A-1 Note (which in certain
circumstances increases from and including the Call Date (as defined in Condition 7.2))).

"EUR-EURIBOR-Telerate" for an Interest Period will be calculated by the Agent Bank in accordance
with paragraph (a) (or, if applicable, paragraph (b)) below:

(a)        on the second TARGET Settlement Day as defined in the 2000 ISDA Definitions of the
           International Swaps and Derivative Associations, Inc. (the "ISDA Definitions") before the
           beginning of the Interest Period (a "Note Interest Determination Date") the Agent Bank will
           determine the rate "EUR-EURIBOR-Telerate" as the applicable Floating Rate Option under
           the ISDA Definitions being the rate applicable for three month deposits, save in the case of the
           first Interest Period in respect of which it will be determined by reference to the linear
           interpolation of two and three month deposits, in Euros which appears on the Rate Page (as
           hereinafter defined) as of 11.00 a.m., Brussels time, on the Note Interest Determination Date;
           and

(b)        if such rate does not appear on the Rate Page at that time, the EUR-EURIBOR-Telerate for that
           Interest Period will be determined as if the Trust Manager and the Agent Bank had specified
           "EUR-EURIBOR-Reference Banks" as the applicable Floating Rate Option under the ISDA
           Definitions. For this purpose "EUR-EURIBOR-Reference Banks" means that the rate for an

                                                18
           Interest Period will be determined on the basis of the rates at which deposits in Euro are offered
           by the Reference Banks (being four major banks in the Euro-zone interbank market determined
           by the Agent Bank) at approximately 11.00 a.m., Brussels time, on the Note Interest
           Determination Date to prime banks in the Euro-zone interbank market for a period of three
           months commencing on the first day of that Interest Period and in a Representative Amount (as
           defined in the ISDA Definitions). The Agent Bank will request the principal Euro-zone office
           of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations
           are provided, the EUR-EURIBOR-Telerate for that Interest Period will be the arithmetic mean
           of the quotations. If fewer than two quotations are provided as requested, the EUR-EURIBOR-
           Telerate for that Interest Period will be the arithmetic mean of the rates quoted by not less than
           two major banks in the Euro-zone, selected by the Agent Bank, at approximately 11.00 a.m.,
           Brussels time, on that Note Interest Determination Date for loans in Euro to leading European
           banks for a period of three months commencing on the first day of the Interest Period and in a
           Representative Amount. If no such rates are available in Brussels, then the EUR-EURIBOR-
           Telerate for such Interest Period will be the most recently determined rate in accordance with
           paragraph (a).

There is no maximum or minimum Interest Rate in relation to the Class A-1 Notes.

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

(a)        for the period from, and including the Issue Date to, but excluding, the Call Date (as defined in
           Condition 7.2), 0.10 per cent. 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, 0.20 per cent. per annum.

If on or after the Call Date the Issuer Trustee, at the direction of the Trust Manager, proposes to redeem
the Notes at their Stated Amount, in accordance with Condition 7.2 on a Quarterly Distribution Date but
is unable to do so because, following a meeting of Noteholders convened under the provisions of the
Master Trust Deed (as amended by the Series Supplement) by the Trust Manager for this purpose, the
Noteholders have not approved by an Extraordinary Resolution the redemption of the Notes at their Stated
Amount, then the 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 0.10 per cent. per annum.

"Rate Page" means, with respect to EUR-EURIBOR-Telerate, Telerate Page 248 or, if Telerate Page 248
ceases to quote the relevant rate, such other page, section or part of Telerate or Reuters 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 Euro Note Trustee and the Currency Swap Provider.

6.4        Interest on the Class A-1 Notes

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

6.5        Determination of Interest Rate and Interest Amount in relation to the Class A-1 Notes

The Agent Bank will, as soon as practicable after 11.00 a.m. (Brussels time) on each Note Interest
Determination Date, determine the Interest Rate and calculate the Interest Amount in relation to the Class
A-1 Notes, for the immediately succeeding Interest Period in accordance with Conditions 6.3 and 6.4.
The determination of the Interest Rate and the calculation of the Interest Amount in relation to the Class
A-1 Notes by the Agent Bank in accordance with 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.




                                                19
6.6       Notification and Publication of Interest Rate and Interest Amount in relation to the Class
A-1 Notes

The Agent Bank will cause the Interest Rate and the Interest Amount in relation to the Class A-1 Notes for
each Interest Period and the date of the next Quarterly Distribution Date to be notified to the Issuer
Trustee, the Trust Manager, the Euro Note Trustee, the Currency Swap Provider, the Paying Agents and
the Class A-1 Noteholders, at the expense of the Issuer Trustee (as directed by the Trust Manager), in
accordance with Condition 11 on or as soon as practical after the Agent Bank has determined the Interest
Rate and the Interest Amount in relation to the Class A-1 Notes and will cause the same to be published at
the expense of the Issuer Trustee in accordance with Condition 11.2 as soon as practical after that
notification. The 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 Interest Period. If following an Event of Default (as defined in the Security
Trust Deed) the Security Trustee declares in accordance with the Security Trust Deed that the Class A-1
Notes are immediately due and payable, the Interest Amount payable 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 Interest Amount or the Interest Rate so calculated or the Quarterly
Distribution Dates needs to be made unless, in the case of the Interest Amount or Interest Rate, the Euro
Note Trustee, the listing rules of the Australian Stock Exchange or the rules of any other exchange on
which the Class A-1 Notes are listed otherwise requires and the Agent Bank has been notified in writing of
such requirement.

6.7        Determination or Calculation by the Euro Note Trustee

If the Agent Bank at any time for any reason does not determine an Interest Rate or calculate an Interest
Amount in relation to the Class A-1 Notes in accordance with this Condition 6, the Euro Note Trustee will
do so at the expense of the Issuer Trustee (as directed by the Trust Manager) and each such determination
or calculation by the Euro Note Trustee will be as if made by the Agent Bank. In doing so, the Euro 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 Trustee 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 Trustee, at the direction of the Trust Manager, may
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 Trustee to the
Class A-1 Noteholders in accordance with Condition 11. 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 Trustee, at the
direction of the Trust 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 notice of the appointment
of a successor has been given by the Issuer Trustee to the Class A-1 Noteholders in accordance with
Condition 11.

6.9        Payment of the Interest Amount in relation to the Class A-1 Notes

The Interest Amount for each Interest Period in relation to a Class A-1 Note is payable in arrears in € on
the Quarterly Distribution Date immediately following the last day of the Interest Period. On each
Distribution Date prior to the enforcement of the Charge, the Issuer Trustee must, to the extent that there
are funds available for this purpose in accordance with the Series Supplement, allocate in accordance with
the directions of the Trust Manager, the A$ Floating Amount in respect of the Class A-1 Notes in relation
to that Distribution Date ("Floating Amount") in accordance with clause 18.2(e)(i) of the Series
Supplement. On each Quarterly Distribution Date prior to the enforcement of the Charge, the Issuer
Trustee must, at the direction of the Trust Manager:

(a)        direct the Currency Swap Provider (which direction may be contained in the Currency Swap in
           relation to the Class A-1 Notes) to pay the floating amounts payable by the Currency Swap
           Provider under paragraph 5.1 of the Currency Swap in relation to that Quarterly Distribution
           Date to the Principal Paying Agent in accordance with the Agency Agreement; and


                                                20
(b)        direct the Principal Paying Agent (which direction may be contained in the Agency Agreement)
           to pay the Floating Amount received by it from the Currency Swap Provider on that Quarterly
           Distribution Date pari passu amongst the Class A-1 Notes towards the Interest Amount in
           relation to each Class A-1 Note in relation to the Interest Period ending on that Quarterly
           Distribution Date and any then Unpaid Interest Amount (as defined in Condition 6.10) in
           relation to each Class A-1 Note (to the extent included in the Interest Payment in relation to the
           Class A-1 Notes) in accordance with these Conditions and the Agency Agreement.

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 (other than because
the due date is not a Local Business Day in accordance with Condition 8.6), 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 the interest on that unpaid interest, in relation to a Class A-1 Note is a
"Unpaid Interest Amount").

7.         Redemption of the Notes

7.1        Final redemption

Unless previously redeemed (or deemed to be redeemed) in full, the Issuer Trustee 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 September 2037 (the "Maturity Date").

7.2        Call Option

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

(a)         the Quarterly Distribution Date on which the aggregate A$ Equivalent of the Stated Amount of
            all the Notes is less than 10 per cent. of the aggregate A$ Equivalent of the Invested Amount
            of all the Notes on the Issue Date; and

(b)        the Quarterly Distribution Date falling in December 2012 (the "Call Date").

Notwithstanding the foregoing, the Issuer Trustee may redeem the Notes at their Stated Amount, instead of
their Invested Amount, together with accrued but unpaid interest in respect of the Notes to (but excluding)
the date of redemption, if the redemption of the Notes at their Stated Amount is approved by an
Extraordinary Resolution of the Noteholders at a meeting convened under the Security Trust Deed.

The Trust Manager will not direct the Issuer Trustee to, and the Issuer Trustee will not, so redeem the
Notes on such a Quarterly Distribution Date unless the Issuer Trustee is in a position on the Quarterly
Distribution Date to repay in respect of the Notes 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 pari passu with the Notes of each Class if the Charge were enforced.

The Issuer Trustee will, at the direction of the Trust Manager, give not less than 20 days' notice (which
will be irrevocable) of the Quarterly Distribution Date on which a proposed redemption under this
Condition 7.2 will occur to the Seller, the Euro Note Trustee, the Principal Paying Agent, the Agent Bank,
the Class A-1 Noteholders (in accordance with Condition 11 of the relevant Euro Note Conditions) and
the Domestic Noteholders (in accordance with clause 29.5 of the Series Supplement).

7.3        Redemption for Taxation or Other Reasons

If the Trust Manager satisfies the Issuer Trustee by delivering to it an opinion of counsel immediately prior
to giving the notice referred to below that by virtue of a change in law of the Commonwealth of Australia

                                                21
or any of its political subdivisions or any of its authorities or any other jurisdiction to which the Issuer
Trustee becomes subject (or the application or official interpretation thereof) (a "Relevant Jurisdiction")
from that in effect on the Issue Date, either:

(a)        on the next Distribution Date the Issuer Trustee will be required to deduct or withhold from any
           payment of principal or interest in respect of the Notes 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 Housing Loans for a
           Monthly Period ceases to be receivable (whether or not actually received) by the Issuer Trustee
           during such Monthly 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,

the Issuer Trustee must, when so directed by the Trust Manager (at the Trust Manager's option), redeem
all, but not some only, of the Notes on any subsequent Quarterly Distribution Date at their Invested
Amount together with accrued and unpaid interest to (but excluding) the date of redemption.
Notwithstanding the foregoing, the Issuer Trustee may redeem the Notes at their Stated Amount, instead of
at their Invested Amount, together with accrued but unpaid interest in respect of the Notes to (but
excluding) the date of redemption, if so approved by an Extraordinary Resolution of the Noteholders at a
meeting convened under the Security Trust Deed.

The Trust Manager will not direct the Issuer Trustee to and the Issuer Trustee will not so redeem the Notes
unless it is in a position on such Quarterly Distribution Date to repay in respect of the Notes 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 pari passu with the Notes of each Class
if the Charge were enforced.

The Issuer Trustee (at the direction of the Trust Manager) will give not less than 20 days' notice (which
will be irrevocable) of the Quarterly Distribution Date on which a proposed redemption under this
Condition 7.3 will occur to the Euro Note Trustee, the Principal Paying Agent, the Agent Bank, the Class
A-1 Noteholders (in accordance with Condition 11 of the relevant Euro Note Conditions) and the
Domestic Noteholders (in accordance with clause 29.5 of the Series Supplement).

7.4        Certification

For the purpose of any redemption made under Condition 7.2 or 7.3, the Issuer Trustee and the Euro Note
Trustee may rely on any certificate of an Authorised Officer (as defined in the Master Trust Deed) of the
Trust Manager that the Issuer Trustee will be in a position to repay in respect of the Notes 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 pari passu with the Notes of each Class if the Charge
were enforced.

7.5        Redemption on Final Payment

Upon a final distribution being made in respect of the Class A-1 Notes under clause 25.12 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 Interest Amount,
Unpaid Interest Amount, any then unpaid Invested Amount, Stated Amount or other amounts in relation to
the Class A-1 Notes will be extinguished in full.

7.6        Cancellation

All Class A-1 Notes redeemed in full (or deemed to be redeemed in full) pursuant to the above Conditions
will be cancelled, together with all unmatured Coupons and Talons relating to the Class A-1 Notes, and
may not be resold or reissued.




                                               22
7.7        No Payment in excess of Stated Amount

Subject to Conditions 7.2 and 7.3 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.

7.8        Part Redemption from Total Principal Collections

Subject to Conditions 7.2, 7.3 and 7.5, on each Distribution Date prior to the enforcement of the Charge
until the Adjusted Stated Amount (as defined below) of the Class A-1 Notes is reduced to zero, the Issuer
Trustee must allocate in accordance with the directions of the Trust Manager any amount of funds
available for this purpose in accordance with clause 18.3(d)(i)(A) of the Series Supplement to the Class A-
1 Notes for that Distribution Date, which amount must be deposited by the Issuer Trustee in the
Collections Account or invested in Authorised Short-Term Investments until the next occurring Quarterly
Distribution Date.

Subject to Conditions 7.2, 7.3 and 7.5, 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 Trustee must, in
accordance with the directions of the Trust Manager:

(a)        pay the amount allocated to the Class A-1 Notes in accordance with clause 18.3(d)(i)(B) of the
           Series Supplement for that Quarterly Distribution Date and the amount allocated to the Class
           A-1 Notes in accordance with clause 18.3(d)(i)(A) of the Series Supplement on the
           immediately preceding two Distribution Dates to the Currency Swap Provider in accordance
           with the Currency Swap;

(b)        direct the Currency Swap Provider (which instruction may be contained in the Currency Swap)
           to pay on that Quarterly Distribution Date to the Principal Paying Agent in accordance with the
           Agency Agreement the € Equivalent of amount referred to in paragraph (a) above in relation to
           the Class A-1 Notes (such € Equivalent being the "Principal Amount") received by the
           Currency Swap Provider from the Issuer Trustee on that Quarterly Distribution Date; and

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

"Adjusted Stated Amount" in relation to a Class A-1 Note, on any day means the A$ Equivalent of the
Stated Amount of that Class A-1 Note (after taking into account any reductions or increases in the Stated
Amount of that Class A-1 Note on that day) less the amount allocated to that Class A-1 Note in accordance
with clause 18.3(d)(i)(A) of the Series Supplement on any Distribution Date occurring since the
immediately preceding Quarterly Distribution Date.

7.9        Application of Defaulted Amount Insufficiency as a Principal Charge Off

If on a Distribution Date any Defaulted Amount Insufficiency is allocated to the Class A-1 Notes in
accordance with clause 19.1 of the Series Supplement, it will reduce the Stated Amount of the Class A-1
Notes (pari passu) by an amount equal to the Euro Equivalent of such allocation until the Adjusted Stated
Amount of the Class A-1 Notes is reduced to zero.




                                               23
7.10       Reimbursement of Charge-Offs

If on a Distribution Date part of the Total Investor Revenues is allocated to the reimbursement of Charge-
Offs (as defined in the Series Supplement) on the Class A-1 Notes in accordance with clause 19.2(a)(i) of
the Series Supplement, it will increase pari passu the Stated Amount of each Class A-1 Note by the Euro
Equivalent of the amount so allocated.

7.11    Calculation of Principal Amounts, Invested Amounts, Stated Amounts and other
Amounts

(a)        On each Determination Date immediately preceding a Quarterly Distribution Date, the Trust
           Manager will determine (i) the amount of any Principal Amount payable in respect of each
           Class A-1 Note on the next succeeding Quarterly Distribution Date; (ii) the Stated Amount and
           Invested Amount of each Class A-1 Note as at the first day of the next following Interest Period
           in relation to the Class A-1 Notes (after deducting any 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 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 Note Factor as at that Determination Date for the Class A-1 Notes; and (iv) the
           amount of the Interest Payment to be made on the next Quarterly Distribution Date applicable
           to each Class A-1 Note.

(b)        The Trust Manager will notify the Issuer Trustee, the Euro Note Trustee, the Principal Paying
           Agent and the Agent Bank by not later than (or as soon as practicable after) the Determination
           Date immediately preceding the relevant Quarterly Distribution Date of each determination of
           an amount or percentage referred to in Condition 7.11(a) and will as soon as practicable (and
           in any event by no later than the relevant Quarterly Distribution Date) cause details of each of
           those determinations to be published in accordance with Condition 11. If no Principal Amount
           is due to be paid on the Class A-1 Notes on any Quarterly Distribution Date a notice to this
           effect will be given by the Trust Manager to the Class A-1 Noteholders in accordance with
           Condition 11 as soon as practicable (and in any event by no later than the relevant Quarterly
           Distribution Date).

(c)        If the Trust Manager does not at any time for any reason make one or more of the
           determinations referred to in this Condition 7.11, the Agent Bank (or, failing the Agent Bank,
           the Euro Note Trustee) must make such determinations in accordance with this Condition 7.11
           provided that it has the relevant information to do so in its possession and each such
           determination will be deemed to have been made by the Trust Manager.

8.         Payments

8.1        Payment of Principal Amounts

Payment of a Principal Amount in respect of a Class A-1 Note will be made against presentation and
surrender of:

(a)        other than the final Principal Amount payable in respect of the Class A-1 Note, the relevant
           Principal Coupon; and

(b)        in the case of the payment of the final Principal Amount in respect of the Class A-1 Note, the
           Class A-1 Note,

at the specified office of any Paying Agent outside (unless Condition 8.3 applies) the United States of
America (as defined in Condition 8.2).




                                               24
8.2        Payment of Interest Amounts

Payment of Interest Amounts in relation to the Class A-1 Notes will be made against presentation and
surrender (or, in the case of a payment in part, endorsement) of the relevant Interest Coupon at the
specified office of any Paying Agent outside (unless Condition 8.3 applies) the United States of America
(as hereinafter defined).

"United States of America" means the United States of America (including the States thereof and the
District of Columbia) and its possessions including Puerto Rico, the US Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.

8.3        Payment at Specified Office in the United States

Except as provided below, payment of Interest Amounts and Principal Amounts in relation to the Class A-
1 Notes and exchanges of Talons for Coupons in accordance with Condition 8.5 will not be made at any
specified office of any Paying Agent in the United States of America. Notwithstanding the foregoing,
payments of principal and/or interest in respect of the Class A-1 Notes and exchanges of Talons for
Coupons will be made at the specified office of a Paying Agent in the United States of America if:

(a)        the Issuer Trustee has appointed Paying Agents with specified offices outside the United States
           with the reasonable expectation that such Paying Agents would be able to make payments in
           Euro at such specified offices outside the United States of America of the full amount of
           principal and interest on the Class A-1 Notes in the manner provided above when due;

(b)        payment of the full amount of such principal and interest at all such specified offices outside
           the United States of America is illegal or effectively precluded by exchange controls or other
           similar restrictions on the full payment or receipt of principal and interest in Euro; and

(c)        such payment is then permitted under the laws of the United States of America without
           involving, in the opinion of the Issuer Trustee, adverse tax consequences to the Issuer Trustee.

If paragraphs (a), (b) and (c) apply, the Issuer Trustee will (at the direction of the Trust Manager) forthwith
appoint a Paying Agent with a specified office in New York City. If in accordance with the foregoing,
payment of interest and/or principal and/or exchanges of Talons for Coupons will be made at a specified
office of a Paying Agent in the United States of America, the Issuer Trustee will promptly give notice
thereof to the Euro Note Trustee and the Class A-1 Noteholders in accordance with Condition 11.

8.4        Unmatured Coupons and Talons

Each Class A-1 Note must be presented and surrendered for final redemption, upon which:

(a)        all unmatured Coupons relating to such Class A-1 Note (whether or not attached) will become
           void and no payment will be made thereafter in respect of them; and

(b)        all unmatured Talons will become void and no exchange for Coupons will be made thereafter
           in respect of them.

8.5        Exchange of Talons

On or after the due date for the payment of interest on which the final Coupon comprised in any sheet of
Coupons matures, the Talon comprised in the sheet of Coupons may be surrendered at the specified office
of any Paying Agent outside the United States of America (unless the Issuer Trustee has appointed a
Paying Agent with a specified office in New York City pursuant to Condition 8.3) in exchange for a
further sheet of Coupons (including any appropriate further Talon), subject to the provisions of Condition
8.10 below. Each Talon will, for the purpose of these Conditions, be deemed to mature on the due date for
payment of interest or principal on which the final Coupon comprised in the sheet of Coupons matures.

8.6        Payments on Business Days

If the due date for any amount of principal or interest in respect of any Class A-1 Note is not a Local
Business Day (as defined herein) then payment will not be made until the next succeeding Local Business

                                                 25
Day and the relevant Class A-1 Noteholder will not be entitled to any further interest or other payment in
respect of that delay.

In this Condition "Local Business Day" means any Business Day on which banks are open for business
in the place where the specified office of the Paying Agent at which the Class A-1 Note is presented for
payment is situated and, in the case of payment by transfer to a Euro account, in London or, prior to the
exchange of the permanent global note in respect of the Class A-1 Notes for definitive Class A-1 Notes,
means a day on which both Euroclear and Clearstream, Luxembourg are open for business.

8.7        Replacement of Class A-1 Notes, Coupons and Talons

Subject to Conditions 7.6 and 8.4, if any Class A-1 Note, Coupon or Talon is lost, stolen, mutilated,
defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent upon
payment by the claimant of the expenses incurred in connection with that replacement and on such terms
as to evidence and indemnity as the Issuer Trustee and Principal Paying Agent reasonably requires.
Mutilated or defaced Class A-1 Notes, Coupons or Talons must be surrendered before replacements will
be issued.

8.8        Paying Agents

The Issuer Trustee, at the direction of the Trust Manager may terminate the appointment of the Principal
Paying Agent and appoint additional or other Paying Agents, provided that it will at all times maintain (a)
a Paying Agent having a specified office in the City of London (the "London Paying Agent"), and (b) a
Paying Agent (which may be the London Paying Agent) in an EU member state that will not be obliged to
withhold or deduct amounts for and on account of tax pursuant to EU Council Directive 2003/48/EC or
any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November
2000 or any law implementing or complying with or introduced in order to conform to such Directive. In
addition, the Issuer Trustee will forthwith appoint a Paying Agent in New York City in the circumstances
described in Condition 8.3 (if there is no such Paying Agent at the time) and while such circumstances
subsist maintain such a Paying Agent. 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.

8.9        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 Trustee or
any Paying Agent is required by any applicable law to make such a withholding or deduction. In that
event the Issuer Trustee or that Paying Agent (as the case may be) will, after making such withholding or
deduction, account to the relevant authorities for the amount so required to be withheld or deducted.
Neither the Issuer Trustee nor any Paying Agent nor the Euro Note Trustee will be obliged to make any
additional payments in respect of the relevant Class A-1 Notes or Coupons in relation to that withholding
or deduction. Immediately after becoming aware that such a withholding or deduction is or will be
required, the Issuer Trustee or the relevant Paying Agent will notify the Euro Note Trustee, the other
Paying Agent and the Issuer Trustee (as the case maybe) and the Euro Note Trustee will notify the Class
A-1 Noteholders in accordance with Condition 11, thereof.

8.10       Prescription

Class A-1 Notes and Principal Coupons will become void in their entirety unless surrendered for payment
within a period of 10 years from the Relevant Date (as defined herein) in respect thereof. Interest Coupons
will become void unless presented for payment within a period of 5 years from the Relevant Date in
respect thereof. Talons will not become void, but there will not be included in any Coupon sheet issued in
exchange for a Talon any Coupon which would on issue be void pursuant to this Condition 8.10. After
the date on which a Class A-1 Note or Coupon becomes void in its entirety, no claim can be made in
respect of it.

"Relevant Date", in respect of a Class A-1 Note or Coupon means the date on which any payment in
respect thereof first becomes due or (if the full amount of the moneys payable in respect of all the Class A-
1 Notes or Coupons due on or before that date has not been duly received by the Paying Agent or the Euro
Note Trustee on or prior to such date) the date on which, the full amount of such moneys have been so



                                                26
received and notice to that effect is duly given to the Class A-1 Noteholders in accordance with Condition
11.

8.11       Notify Late Payments

In the event of the unconditional payment to the Principal Paying Agent or the Euro Note Trustee of any
sum due in respect of the Class A-1 Notes or any of them or any of the Coupons being made after the due
date for payment thereof, the Euro Note Trustee will forthwith give or procure to be given notice to the
Class A-1 Noteholders in accordance with Condition 11 that such payment has been made or if the Class
A-1 Notes are represented by a Global Note and such Global Note is held on behalf of Euroclear and/or
Clearstream, in accordance with the notices provision set out in paragraph 5 of the Global Note.

8.12       Rounding of Interest and Principal Payments

All payments in respect of the Class A-1 Notes will be rounded to the nearest cent (half a cent being
rounded upwards).

9.         Following an Event of Default

9.1        Enforcement

The Security Trust Deed provides that at any time after the Security Trustee becomes 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 (as defined in the Security
Trust Deed) of the Voting Secured Creditors, declare the Notes immediately due and payable (in which
case, subject to Condition 12, the Invested 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.

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 Charge without an Extraordinary Resolution (as defined in the Security Trust Deed) 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 Voting Secured Creditors as a class.

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

Following the enforcement of the Charge, all moneys received in connection with the 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 Euro Note Trustee Not Liable for Loss on Enforcement

Except in the case of fraud, negligence or wilful default, neither the Euro 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 Trustee or any
third party in respect of the Issuer Trustee or the Class A-1 Notes or relating in any way to the Charged
Property. Without limitation, neither the Euro 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
Euro Note Trust Deed or the Security Trust Deed, as the case may be. Any liability of the Security
Trustee and the Euro Note Trustee under the Transaction Documents is several and not joint.

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

                                                27
If an Event of Default has occurred and the Euro Note Trustee has actual knowledge of the occurrence, the
Euro Note Trustee must: (a) notify each Class A-1 Noteholder of the Event of Default within 10 days of
such actual knowledge (or such shorter period as may be required by the rules of the Australian Stock
Exchange for so long as the Class A-1 Notes are listed on the Official List and quoted on the Australian
Stock Exchange, or the rules of any other stock exchange on which the Class A-1 Notes are listed and as
notified in writing to the Euro Note Trustee), provided that except in the case of a default in payment of
principal or interest on any Class A-1 Note, the Euro Note Trustee may withhold such notice from the
Class A-1 Noteholders 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 Euro Note Trust Deed in good faith
determine that withholding the notice is in the interest of the Class A-1 Noteholders; and (b) if a meeting
of Voting Secured Creditors is to be held under the Security Trust Deed, determine whether it proposes to
convene a meeting of Class A-1 Noteholders to seek directions from the 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.

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 Euro Note Trustee must not vote at a
meeting of Voting Secured Creditors on behalf of the Class A-1 Noteholders under the Security Trust
Deed, or otherwise direct the Security Trustee, to dispose of the Charged Property unless: (a) the Euro
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 Euro Note Trustee in good faith and with due
care, that a sufficient amount would be realised to discharge in full all amounts owing to the Class A-1
Noteholders and the relevant Couponholders in respect of the Class A-1 Notes and any other amounts
owing by the Issuer Trustee to any other person ranking in priority to or with the Class A-1 Notes; (b) the
Euro 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 Euro Note Trustee in good faith and with
due care, that the cash flow receivable by the Issuer Trustee (or the Security Trustee under the Security
Trust Deed) will not (or that there is a significant risk that it will not) be sufficient, having regard to any
other relevant actual, contingent or prospective liabilities of the Issuer Trustee, to discharge in full in due
course all the amounts referred to in paragraph (a); or (c) the Euro Note Trustee is so directed by an
Extraordinary Resolution (as defined in the Euro Note Trust Deed) of Class A-1 Noteholders.

Subject to the provisions in the Euro Note Trust Deed relating to the deemed receipt of notices, the Euro
Note Trustee will only be considered to have knowledge or awareness of, or notice of, an Event of Default
by virtue of the officers of the Euro Note Trustee (or any related body corporate of the Euro Note Trustee)
which have the day to day responsibility for the administration or management of the Euro Note Trustee's
(or a related body corporate of the Euro Note Trustee's) obligations in relation to the Series Trust, the trust
created under the Euro Note Trust Deed or the Euro 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 grounds or reason to believe that such events or circumstances have occurred.

9.6        Only Security Trustee May Enforce Charge

Only the Security Trustee may enforce the Charge and neither the Euro Note Trustee nor any Class A-1
Noteholder (nor any other Secured Creditor) is entitled to proceed directly against the Issuer Trustee to
enforce the performance of any of the provisions of the Security Trust Deed, the Euro Note Trust Deed,
the Class A-1 Notes or any other applicable Transaction Document, except as provided for in the Security
Trust Deed, the Euro Note Trust Deed, the Master Trust Deed and the Series Supplement. The Security
Trustee is not required to act in relation to the enforcement of the Charge unless its liability is limited in a
manner reasonably satisfactory to it or, if required by the Security Trustee (in its absolute discretion), it is
adequately indemnified from the Charged Property or the Security Trustee receives from the Voting
Secured Creditors (which expression shall where the Euro Note Trustee is a Voting Secured Creditor,
include the Class A-1 Noteholders in place of the Euro Note Trustee) an indemnity in a form reasonably
satisfactory to the Security Trustee (which may be by way of an Extraordinary Resolution (as defined in
the Security Trust Deed) of the Voting Secured Creditors) and is put in funds to the extent necessary.

9.7        Exercise of Class A-1 Noteholder Rights by Euro 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 Euro Note Trustee on
behalf of the Class A-1 Noteholders in accordance with the Security Trust Deed. The Security Trustee


                                                 28
may rely on any instructions or directions given to it by the Euro 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 Euro Note Trust Deed, whether the Euro Note Trustee or the Class
A-1 Noteholders from time to time have complied with any requirements under the Euro Note Trust Deed
or as to the reasonableness or otherwise of the Euro 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
Notes immediately due and payable and/or to enforce the Charge.

10.2         Directions of Class A-1 Noteholders

Under the Euro Note Trust Deed the Euro Note Trustee may convene a meeting of the Class A-1
Noteholders to seek directions from the Class A-1 Noteholders, from time to time including following the
occurrence of an Event of Default. The Euro Note Trustee will not be responsible for acting in good faith
upon a direction given, or purporting to be given, by a Resolution (as defined in the Euro Note Trust Deed)
of the Class A-1 Noteholders.

If the Euro 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 Euro 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 Euro 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 votes cast for or against such a
proposal at a meeting of the Class A-1 Noteholders convened in accordance with the Euro Note Trust
Deed by the Euro Note Trustee for the purpose of seeking directions.

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

Pursuant, and subject, to the Euro Note Trust Deed and subject to any approval required by law, the Euro
Note Trustee, the Trust Manager and the Issuer Trustee 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 Euro Note Trust Deed or the Class A-1 Notes (including these
Conditions) so long as such modification in the opinion of (in respect of paragraphs (a) to (c) inclusive)
the Euro Note Trustee or (in respect of paragraph (d)) the Trust Manager:

(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 Euro 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 Euro Note Trust Deed); or

(d)    is otherwise desirable for any reason and:

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

                                               29
       (ii)        if it is in the opinion of the Euro Note Trustee likely, upon coming into effect, to be
                    materially prejudicial to the interests of Class A-1 Noteholders, the consent of the Class
                    A-1 Noteholders by an Extraordinary Resolution (as defined in the Euro Note Trust
                    Deed) is obtained.

For the purpose of determining whether the Class A-1 Noteholders by Extraordinary Resolution (as
defined in the Euro Note Trust Deed) have consented to a modification, Class A-1 Notes which the Euro
Note Trustee has received actual written notice are beneficially owned by the Issuer Trustee or the Trust
Manager or by any person directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer Trustee or the Trust Manager, will be disregarded. The Trust Manager
must give the Rating Agencies 5 Business Days prior notice of any such modification.

Copies of any supplemental deed must be distributed by the Issuer Trustee to the Class A-1 Noteholders in
accordance with Condition 11 as soon as reasonably practicable after the modifications have been made.

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 (as defined in the
Security Trust Deed) 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 Trust Manager in accordance with the Security Trust Deed.

The Euro Note Trustee may, and if directed to do so by a Resolution of Class A-1 Noteholders (as defined
in the Euro Note Trust Deed) 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 Trustee, the Trust Manager or any other
person which, unless the Euro Note Trustee is acting on the direction of a Resolution of Class A-1
Noteholders, is not, in the opinion of the Euro 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 Resolution of the Class A-1 Noteholders. Any such waiver,
authorisation or determination will be notified to the Class A-1 Noteholders in accordance with Condition
11 by the Issuer Trustee as soon as practicable after it is made.

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

The Euro Note Trust Deed and the Security Trust Deed contain provisions for the indemnification of the
Euro 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
Class A-1 Notes unless indemnified to their satisfaction. Each of the Euro Note Trustee and the Security
Trustee is entitled to enter into business transactions with the Issuer Trustee and/or any other party to the
Transaction Documents without accounting for any profit resulting from such transactions.

The Euro Note Trustee is not 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 or wilful
default of the Euro Note Trustee. The Security Trustee is not 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 on the part of the Security Trustee.

Except in the case of fraud, negligence or wilful default on its own part, the Euro 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 Euro Note Trustee, or by a person other than Euro Note Trustee, where that
opinion, advice or information is addressed to the Euro Note Trustee or by its terms is expressed to be
capable of being relied upon by the Euro Note Trustee. Except as provided above, the Euro Note Trustee


                                                 30
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 Euro Note Trustee will not be liable to any Class A-1 Noteholder,
amongst others, for acting on any opinion, advice or information even though it contains some error which
is not a manifest error or is not authentic. Additional powers and protections of the Euro Note Trustee are
contained in the Euro Note Trust Deed.

11.        Notices

11.1       General

All notices, other than notices given in accordance with Condition 11.2, to the Class A-1 Noteholders will
be deemed given if published in a leading daily newspaper printed in the English language and with
general circulation in London (which is expected to be the Financial Times) or, if this is not practicable, in
another leading English language newspaper having general circulation in Europe previously approved in
writing by the Euro Note Trustee. Any such notice will be deemed to have been given on the date of such
publication or, if published more than once or on different dates, on the first date on which publication is
made in the manner required in the newspaper or in one of the newspapers referred to above.

Whilst the Class A-1 Notes are listed on the Official List and quoted on the Australian Stock Exchange, a
copy of all notices given in accordance with this Condition 11.1 shall be given to the Australian Stock
Exchange.

11.2       Note Information

Any notice specifying a Quarterly Distribution Date, an Interest Rate, an Interest Amount, a Principal
Amount (or the absence of a Principal Amount), an Invested Amount, a Stated Amount or a 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 Euro 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.

Whilst the Class A-1 Notes are listed on the Official List and quoted on the Australian Stock Exchange, a
copy of all notices given in accordance with this Condition 11.2 shall be given to the Australian Stock
Exchange.

11.3       Couponholders Bound

The Couponholders are deemed for all purposes to have notice of the contents of any notice given to the
Class A-1 Noteholders in accordance with this Condition 11.

11.4       Consents in Writing

All consents, approvals and waivers in these Conditions must be given in writing.

12.        Limitation of Liability of the Issuer Trustee

(a)        The Transaction Documents apply to the Issuer Trustee, and the Issuer Trustee 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 Trustee 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 Trustee is actually
           indemnified for the liability. This limitation of the Issuer Trustee'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 Trustee in any way connected with any

                                                31
                 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 Trustee in respect of liabilities incurred by the Issuer Trustee 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 Trustee or prove in any liquidation, administration or similar
                 arrangements of or affecting the Issuer Trustee (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
                 Trustee to the extent that it is not satisfied because under the Master Trust Deed or the Series
                 Supplement or by operation of law there is a reduction in the extent of the Issuer Trustee's
                 indemnification or exoneration out of the assets or property of the Series Trust as a result of the
                 Issuer Trustee's fraud, negligence or wilful default.

      (d)        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 Trustee (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 Trustee for the purpose of paragraph (c) to the extent to which the act or omission was
                 caused or contributed to by any failure by any Relevant Party or any other person appointed by
                 the Issuer Trustee under any Transaction Document (other than a person whose acts or
                 omissions the Issuer Trustee is liable for in accordance with any Transaction Document) to
                 fulfil its obligations relating to the Series Trust or by any other act or omission of a Relevant
                 Party or any other such person.

      (e)        In exercising their powers under the Transaction Documents, each of the Security Trustee, the
                 Euro 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 Trustee in a way which exposes the Issuer Trustee to
                 any personal liability and no act or omission of any such person will be considered fraud,
                 negligence or wilful default of the Issuer Trustee for the purpose of paragraph (c).

      (f)        The Issuer Trustee is not obliged to enter into any commitment or obligation under these
                 Conditions or any other Transaction Document (including any further liability) unless the
                 Issuer Trustee's liability is limited in a manner which is consistent with this Condition 12 or
                 otherwise in a manner satisfactory to the Issuer Trustee in its absolute discretion.

      The expression "fraud, negligence or wilful default" is to be construed in accordance with the Security
      Trust Deed and Euro Note Trust Deed.

      13.        Governing Law

      The Class A-1 Notes, the Coupons and the Talons are governed by, and will be construed in accordance
      with, the laws applying in the State of New South Wales, of the Commonwealth of Australia. Each of the
      Issuer Trustee and the Trust Manager has in the Euro Note Trust Deed irrevocably agreed for the benefit of
      the Euro Note Trustee, the Class A-1 Noteholders and the Couponholders 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 Euro Note Trust Deed and the Class A-1 Notes.

2.2   Summary of provisions relating to the Class A-1 Notes while in global form

      The following is a summary of the provisions which will apply to, and in some cases modify terms and
      conditions of, the Class A-1 Notes while they are represented by the Temporary Global Note or the
      Permanent Global Note.

      The Class A-1 Notes will initially be represented by a Temporary Global Note, without coupons or talons,
      in the principal amount of €450,000,000 (the "Temporary Global Note"). The Temporary Global Note
      will be deposited on behalf of the subscribers of the Class A-1 Notes with the common depositary for
      Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking,


                                                      32
société anonyme ("Clearstream, Luxembourg") on or about the Issue Date. Upon deposit of the
Temporary Global Note with the common depositary, Euroclear or Clearstream, Luxembourg will credit
each subscriber of the Class A-1 Notes with the principal amount of the Class A-1 Notes for which it has
subscribed and paid.

The Temporary Global Note will be exchangeable on or after 40 days after the Issue Date (provided
certification of non US beneficial ownership by the Class A-1 Noteholders has been received as required
by US laws and regulations) in whole or in part for a Permanent Global Note, without coupons or talons,
in an equivalent principal amount to the Temporary Global Note (the "Permanent Global Note"). The
Permanent Global Note will also be deposited with the common depositary. The Permanent Global Note
will be exchangeable for definitive Class A-1 Notes in bearer form in certain circumstances described
below.

Each Global Note will be transferable by delivery. For so long as Class A-1 Notes are represented by
Global Notes, the Class A-1 Notes will be transferable in accordance with the rules and procedures for the
time being of Euroclear or, as the case may be, Clearstream, Luxembourg.

For so long as the Class A-1 Notes are represented by Global Notes and the Global Notes are held on
behalf of Euroclear and Clearstream, Luxembourg, each person who is for the time being shown in the
records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of the
Class A-1 Notes (each an "Accountholder") (in which regard any certificate or other document issued by
Euroclear or Clearstream, Luxembourg as to the principal amount of the Class A-1 Notes standing to the
account of any person shall be conclusive and binding for all purposes) will be treated by the Issuer
Trustee, the Trust Manager and the Euro Note Trustee as a holder of such principal amount of Class A-1
Notes and the expression "Class A-1 Noteholder" will be construed accordingly, other than with respect
to the payment of principal and interest on the Class A-1 Notes, the right to which shall be vested, as
against the Issuer Trustee and the Euro Note Trustee, solely in the bearer of the Global Notes in
accordance with and subject to its terms and the terms of the Euro Note Trust Deed. Each Accountholder
must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for its share of each
payment made to the bearer of the Global Notes.

Until the entire principal amount of the Temporary Global Note has been extinguished, the Temporary
Global Note will in all respects be entitled to the same benefits as the definitive Class A-1 Notes and will
be entitled to the benefit of and be bound by the Euro Note Trust Deed, except that the holder of the
Temporary Global Note shall not (unless upon due presentation of the Temporary Global Note for
exchange, issue and delivery (or, as the case may be, endorsement) of the Temporary Global Note, the
same is improperly withheld or refused and such withholding or refusal is continuing at the relevant
Quarterly Distribution Date) be entitled (i) (subject to (ii) below) to receive any payment of interest on the
Temporary Global Note except upon certification as hereinafter provided or (ii) on and after the Exchange
Date, to receive any payment on the Temporary Global Note.

2.2.1     Payments

Interest and principal on the Global Notes will be payable against presentation of the relevant Global Note
by the common depositary to the Principal Paying Agent provided that save as provided in Condition 8.3
of the Euro Note Conditions (i) no payment of interest may be made by the Issuer Trustee or any Paying
Agent in the United States of America or its possessions or into a bank account or to an address in the
United States or its possessions, and (ii) no payment of interest on a Global Note may be made by, or
upon presentation of such Global Note to, the Issuer Trustee or any Paying Agent in the United States of
America. Subject thereto, payments of interest in respect of the Class A-1 Notes for the time being
represented by the Temporary Global Note will be made to the bearer only upon presentation to the
Principal Paying Agent of a certificate from Euroclear or from Clearstream, Luxembourg substantially in
the form of the certificate attached as Exhibit A to the Temporary Global Note. Any person who would,
but for this provision of the Temporary Global Note and of the Euro Note Trust Deed, otherwise be
beneficially entitled to a payment of interest on the Temporary Global Note will not be entitled to require
such payment unless and until that person has delivered or caused to be delivered to Euroclear or
Clearstream, Luxembourg a certificate substantially in the form of the certificate attached as Exhibit B to
the Temporary Global Note (copies of which form of certificate will be available at the offices of
Euroclear in Brussels and Clearstream, Luxembourg in Luxembourg and the specified office of each of
the Paying Agents).



                                                33
A record of each payment made on a Global Note, distinguishing between any payment of principal and
any payment of interest, and any adjustments pursuant to Charge-Offs will be endorsed on such Global
Note by the Principal Paying Agent.

2.2.2     Exchange

The Permanent Global Note will be exchangeable for definitive Notes in bearer form only: (i) upon the
happening of any Event of Default; (ii) if either Euroclear or Clearstream, Luxembourg is closed for
business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or
announces an intention permanently to cease business or does in fact do so and no alternative clearing
system satisfactory to the Euro Note Trustee is available; or (iii) the Issuer Trustee would suffer a
disadvantage as a result of a change in laws or regulations (taxation or otherwise) or as a result of a
change in the practice of Euroclear and/or Clearstream, Luxembourg which would not be suffered if the
Class A-1 Notes were in definitive form and a certificate to such effect signed by two Authorised Officers
of the Issuer Trustee is given to the Euro Note Trustee. Thereupon (in the case of (i) and (ii) above) the
holder of the Permanent Global Note (acting on the instructions of (an) (Accountholder(s)) may give
notice to the Issuer Trustee, and (in the case of (iii) above) the Issuer Trustee may give notice to the Euro
Note Trustee and Class A-1 Noteholders, of its intention to exchange the Permanent Global Note for
definitive Notes on or after the Exchange Date. On or after the Exchange Date the holder of the
Permanent Global Note may or, in the case of (iii) above will, surrender the Permanent Global Note to or
to the order of the Principal Paying Agent. In exchange for the Permanent Global Note, the Issuer Trustee
will deliver, or procure the delivery of, the definitive Notes in bearer form, serially numbered, in the
denomination of €100,000 each with interest coupons and principal coupons and one talon attached on
issue in respect of interest or, as the case may be, principal which has not already been paid on the
Permanent Global Note (in exchange for the whole of the Permanent Global Note).

"Exchange Date" means a day specified in the notice requiring exchange falling not less than 60 days
after that on which such notice is given and on which banks are open for business in the city in which the
specified office of the Principal Paying Agent is located and in the city which the relevant clearing system
is located.

2.2.3     Notices

So long as any Class A-1 Notes are represented by Global Notes and the same are held on behalf of
Euroclear and/or Clearstream, Luxembourg, notices to the Class A-1 Noteholders may be given by
delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them
to the Accountholders in substitution for publication as required by the Euro Note Conditions provided
that, so long as the Class A-1 Notes are listed on the Official List of the Australian Stock Exchange and
quoted on the Australian Stock Exchange, the Australian Stock Exchange so agrees. Any such notice will
be deemed to have been given to the Class A-1 Noteholders on the seventh day after the day on which
such notice is delivered to Euroclear and/or Clearstream, Luxembourg (as the case may be) as aforesaid.

2.2.4     Cancellation

Cancellation of any Class A-1 Note required by the Euro Note Conditions will be effected by
endorsement by the Principal Paying Agent of the relevant Global Note of the reduction in the principal
amount of the Global Note.

2.2.5     Prescription

Claims against the Issuer Trustee in respect of principal and interest on the Class A-1 Notes represented
by the Global Notes will be prescribed after 10 years (in the case of principal) and five years (in the case
of interest) from the Relevant Date (as defined in Condition 8.10 of the Euro Note Conditions).

2.2.6     Euroclear and Clearstream, Luxembourg

References to Euroclear and/or Clearstream, Luxembourg include references to any other clearing system
approved by the Euro Note Trustee.




                                               34
2.3     Description of the Domestic Notes

2.3.1   General Description

        The Domestic Notes constitute debt securities issued by the Issuer Trustee in its capacity as trustee of the
        Series Trust. They are characterised as secured, pass-through, sequential pay and floating rate debt
        securities and are issued with the benefit of, and subject to, the Master Trust Deed, the Series Supplement
        and the Security Trust Deed.

        The Domestic Notes have been divided into 2 classes: the Class A-2 Notes and the Class B Notes.

        In certain circumstances, the Issuer Trustee may issue Redraw Notes (which are also Domestic Notes) as
        described in Section 7.5.3.

2.3.2   Interest on Domestic Notes

        Each Domestic Note bears interest from (and including) the its Issue Date and ceases to accrue interest
        from (and including) the earlier of:

        (a)       the date on which the Stated Amount of that Note is reduced to zero; and

        (b)       the date on which that Note is deemed to be redeemed as described in Section 2.3.7.

2.3.3   Interest Periods

        The period during which a Domestic Note accrues interest (as described above) is divided into periods
        (each an "Interest Period").

        The first Interest Period commences on (and includes) the Closing Date and ends on (but does not
        include) the first Distribution Date (being 14 December 2006). Each succeeding Interest Period
        commences on (and includes) a Distribution Date and ends on (but does not include) the next Distribution
        Date. The final Interest Period ends on (but does not include) the date on which interest ceases to accrue
        on the Notes (as described in Section 2.3.2).

2.3.4   Interest Rates

        The interest rate (the "Interest Rate") for each Interest Period in respect of the Domestic Notes, each
        being Floating Rate Notes, is the BBSW for the Interest Period plus the applicable Margin for that Class
        of Notes.

        In addition, if the Call Option is not exercised on the Call Date, the applicable Margin on the Class A-2
        Notes and the Class B Notes will step up to 0.34 per cent. per annum and 0.46 per cent. per annum
        respectively.

        The Margins for the Class A-2 Notes and the Class B Notes will be determined on the Pricing Date by
        agreement between the Trust Manager and the Joint Lead Managers for the Class A-2 and Class B Notes.
        The Margins will be notified to prospective Noteholders by the Joint Lead Managers for the Class A-2
        and Class B Notes.

        If Redraw Notes, being Floating Rate Notes, are issued the Interest Rate applicable to them will be equal
        to the BBSW for the Interest Period plus a Margin determined at the time of their issue by the Trust
        Manager.

2.3.5   Calculation of Interest on the Notes

        Interest on the Domestic Notes is calculated for each Interest Period:

        (a)       on the Invested Amount of that Class on the first day of the Interest Period (after taking into
                  account any reductions in the Invested Amount on that day);

        (b)       at the Interest Rate for that Class for that Interest Period; and

                                                        35
        (c)       on the actual number of days in that Interest Period and based on a year of 365 days.

2.3.6   Interest Payment on each Distribution Date

        If Total Investor Revenues are sufficient for this purpose, Interest on the Domestic Notes will be paid
        monthly in arrears on each Distribution Date following the end of an Interest Period.

        If Total Investor Revenues available for payment of Interest on the Domestic Notes are insufficient for the
        payment in full of Interest on the Notes on a Distribution Date, the amount available will be applied first
        in satisfying on a pari passu and rateable basis the Interest due on the Distribution Date in respect of the
        Class A-2 Notes and any Interest on Class A-2 Notes remaining unpaid from prior Distribution Dates, the
        Redraw Notes and any Interest on the Redraw Notes remaining unpaid from prior Distribution Dates and
        the fees and interest payable in respect of the Redraw Facility. Only after all Interest due in respect of the
        Class A-2 Notes, the Redraw Notes and all fees and interest payable in respect of the Redraw Facility
        have been satisfied will Interest due in respect of the Class B Notes on the relevant Distribution Date and
        any Interest on Class B Notes remaining unpaid from prior Distribution Dates be paid pari passu and
        rateably.

        A failure to pay Interest on the Class A-2 Notes or Redraw Notes within a specified period of time will be
        an Event of Default under the Security Trust Deed (see Section 9.5.3). The events of default and the
        remedies available to Noteholders are detailed in Sections 9.5.3 and 9.5.4. A failure to pay Interest on the
        Class B Notes will not be an event of default under the Security Trust Deed while any Class A-2 Notes
        are outstanding.

        No interest accrues on the amount of any Interest shortfall.

        The method for calculating whether there are sufficient Total Investor Revenues available on a
        Distribution Date for the payment of Interest on the Domestic Notes for the Interest Period then ended
        (and any shortfalls of Interest from previous Interest Periods) is set out in Section 7.

2.3.7   Redemption of Domestic Notes

        Final Redemption

        Unless previously redeemed in full, the Issuer Trustee will redeem the Domestic Notes at their then Stated
        Amount, together with all accrued but unpaid interest, on the Maturity Date.

        Part Redemption on Distribution Dates

        Subject to the matters described below (under the headings "Prepayment Options" and "Redemption on
        Final Payment") on each Distribution Date prior to the enforcement of the Charge, the Issuer Trustee must
        redeem (at the direction of the Trust Manager) the Domestic Notes in part by applying any amount
        available (if any) under the Series Supplement in payment to the Domestic Noteholders until the Stated
        Amount of the Domestic Notes is reduced to zero.

        See Sections 7.4.3 and 7.4.4 for a description of the determination of the amount available to be applied to
        part redemption of the Domestic Notes on each Distribution Date.

        Prepayment Options

        The Issuer Trustee must redeem the Domestic Notes by the payment in full of the amount required under
        Condition 7.2 or 7.3 of the Euro Note Conditions in Section 2.1 (as applicable) when required to redeem
        all of the Notes in accordance with such Conditions.

        Redemption on final Payment

        Upon a final distribution being made in respect of the Domestic Notes as described in Section 10.6.4 or
        under the Security Trust Deed, the Domestic Notes will thereupon be deemed to be redeemed and
        discharged in full and any obligation to pay any accrued but unpaid interest, any then unpaid Stated
        Amount or any other amounts in relation to the Domestic Notes will be extinguished in full. Domestic
        Noteholders will have no further rights or entitlements in respect of their Domestic Notes.

                                                        36
         No Payment in excess of Stated Amount

         Subject to Conditions 7.2 and 7.3 of the Euro Note Conditions, no amount of principal will be repaid in
         respect of a Domestic Note in excess of the Stated Amount of the Domestic Note.

2.3.8    Method of Payment

         Any amounts payable by the Issuer Trustee to a Domestic Noteholder will be paid in Australian dollars
         and may be paid by:

         (a)       a crossed "not negotiable" cheque made payable to the Domestic Noteholder and despatched by
                   post to the address of the Domestic Noteholder appearing on the Register;

         (b)       electronic transfer through Austraclear;

         (c)       at the option of the Domestic Noteholder (which may be exercised on a Note Transfer), direct
                   transfer to a designated bank account in Australia of the Domestic Noteholder; or

         (d)       any other manner specified by the Domestic Noteholder and agreed to by the Trust Manager
                   and the Issuer Trustee.

2.3.9    Rounding of Interest and Principal Payments

         All payments in respect of Interest and principal on the Domestic Notes will be rounded to the nearest
         cent (half a cent or more being rounded upward).

2.3.10   Reporting of Pool Performance Data

         The Trust Manager or a person nominated by the Trust Manager will, on a monthly basis, publish on
         Bloomberg (or another similar electronic reporting service) pool performance data.

         Pool performance data will include:

         (a)       performance data relating to the Domestic Notes issued (including principal outstanding and
                   Interest Rates);

         (b)       Note Factors;

         (c)       prepayment rates;

         (d)       arrears statistics; and

         (e)       default statistics.

2.3.11   The Register of Domestic Noteholders

         The Issuer Trustee will maintain a register (the "Register") at its office in Sydney.

         The Register will include the names and addresses of the Domestic Noteholders and a record of each
         payment made in respect of the Domestic Notes.

         The Register is the only conclusive evidence of the title of a person recorded in it as the holder of a
         Domestic Note.

         The Issuer Trustee may from time to time close the Register for periods not exceeding 35 Business Days
         in aggregate in any calendar year (or such greater period as may be permitted by the Corporations Act).

         In addition to the above period, the Register may be closed by the Issuer Trustee at 4.30 pm (Sydney
         time) on the Business Day prior to each Determination Date (or such other Business Day as is notified by
         the Issuer Trustee to the Domestic Noteholders from time to time) for the purpose of calculating
         entitlements to Interest and principal on the Domestic Notes. The Register will be re-opened at the

                                                        37
         commencement of business on the Business Day immediately following the Determination Date on which
         such calculations are made. On each Distribution Date, principal and Interest on the Domestic Notes will
         be paid to those Domestic Noteholders whose names appear in the Register when the Register is closed
         prior to the Determination Date preceding that Distribution Date.

         The Register may be inspected by a Domestic Noteholder during normal business hours in respect of
         information relating to that Domestic Noteholder only. Copies of the Register may not be taken by the
         Trust Manager or Domestic Noteholders. However, the Issuer Trustee must make a copy of the Register
         available to the Trust Manager within 1 Business Day of the Trust Manager's request for a copy.

         The Issuer Trustee, with the Trust Manager's approval, may cause the Register to be maintained by a third
         party on its behalf, and require that person to discharge the Issuer Trustee's obligations in relation to the
         Register.

2.3.12   Note Certificates

         No global definitive certificate or other instrument will be issued to evidence a person's title to Domestic
         Notes. Instead, each Domestic Noteholder will be issued with a certificate ("Note Certificate") under
         which the Issuer Trustee acknowledges that the Domestic Noteholder has been entered in the Register in
         respect of the Domestic Notes referred to in that Note Certificate. A Note Certificate is not a certificate of
         title as to the relevant Domestic Notes. It cannot, therefore, be pledged or deposited as security nor can
         Domestic Notes be transferred by delivery of only a Note Certificate to a proposed transferee.

         If a Note Certificate becomes worn out or defaced, then upon production of it to the Issuer Trustee, a
         replacement will be issued. If a Note Certificate is lost or destroyed, and upon proof of this to the
         satisfaction of the Issuer Trustee and the provision of such indemnity as the Issuer Trustee considers
         adequate, a replacement Note Certificate will be issued. A fee not exceeding A$10 may be charged by the
         Issuer Trustee for a replacement Note Certificate.

2.3.13   Transfer of Notes

         Subject to the following conditions, a Domestic Noteholder is entitled to transfer any of its Domestic
         Notes:

         (a)       if the offer for sale or invitation to purchase to the proposed transferee by the Domestic
                   Noteholder:

                   (i)        is not an offer or invitation to a Retail Client;

                   (ii)       complies with all applicable laws in all jurisdictions in which the offer or invitation
                              is made; and

                   (iii)      is in accordance with the listing and market rules of any exchange on which the
                              Domestic Notes are listed or quoted as these rules apply to the Domestic Notes; and

         (b)       unless lodged with Austraclear as explained in Section 2.3.15, all transfers of Domestic Notes
                   must be effected by a Note Transfer. Note Transfers are available from the Issuer Trustee's
                   registry office. Every Note Transfer must be duly completed, duly stamped (if applicable),
                   executed by the transferor and the transferee and lodged for registration with the Issuer Trustee
                   accompanied by the Note Certificate for the Domestic Notes to which it relates.

         For the purposes of accepting a Note Transfer, the Issuer Trustee is entitled to assume that it is genuine
         (unless it has actual knowledge to the contrary).

         The Issuer Trustee is authorised to refuse to register any Note Transfer if:

         (a)       it is not duly completed, executed and (if necessary) stamped;

         (b)       it contravenes or fails to comply with the terms of the Master Trust Deed or the Series
                   Supplement; or


                                                         38
         (c)       the transfer would result in a contravention of, or a failure to observe the provisions of a law of
                   the Commonwealth of Australia or of a State or Territory of the Commonwealth of Australia.

         The Issuer Trustee is not bound to give any reason for refusing to register any Note Transfer and its
         decision is final, conclusive and binding. If the Issuer Trustee refuses to register any Note Transfer, it
         must as soon as practicable following that refusal, send to the transferor and the purported transferee
         notice of that refusal.

         A Note Transfer will be regarded as received by the Issuer Trustee on the Business Day that the Issuer
         Trustee actually receives the Note Transfer at the place at which the Register is then kept. Subject to the
         power of the Issuer Trustee to refuse to register a Note Transfer, the Note Transfer will take effect from
         the beginning of the Business Day on which the Note Transfer is received by the Issuer Trustee. However,
         if a Note Transfer is received by the Issuer Trustee after 4.30 pm on a Business Day in Sydney the Note
         Transfer will not take effect until the next Business Day. If a Note Transfer is received by the Issuer
         Trustee during any period when the Register, or the relevant part of the Register, is closed for any purpose
         or on any weekend or public holiday, the Note Transfer will take effect from the beginning of the next
         Business Day on which the Register (or the relevant part of the Register) is open.

         Where a Note Transfer is registered after the closure of the Register but prior to any payments that are due
         to be paid to Domestic Noteholders then Interest or principal due on the Domestic Notes on the following
         Distribution Date will be paid to the transferor and not the transferee.

         Upon registration of a Note Transfer, the Issuer Trustee will, within 10 Business Days of registration,
         issue a Note Certificate to the transferee in respect of the relevant Domestic Notes and, where applicable,
         issue to the transferor a Note Certificate for the balance of the Domestic Notes retained by the transferor.

2.3.14   Marked Note Transfer

         A Noteholder may request the Issuer Trustee, or any third party appointed by the Issuer Trustee to
         maintain the Register as described in Section 2.3.13, to provide a marked Note Transfer in relation to its
         Domestic Notes. Once a Note Transfer has been marked by the Issuer Trustee or any such third party, for
         a period of 90 days thereafter (or such other period as is determined by the Trust Manager), the Issuer
         Trustee or that third party will not register any transfer of the Domestic Notes described in the Note
         Transfer other than pursuant to that marked Note Transfer.

2.3.15   Lodgement of Notes in Austraclear

         Where the Domestic Notes are lodged into the Austraclear system, Austraclear Limited will become the
         registered holder of those Domestic Notes in the Register. While those Domestic Notes remain in the
         Austraclear system:

         (a)       all payments and notices required of the Issuer Trustee and the Trust Manager in relation to
                   those Domestic Notes will be directed to Austraclear Limited; and

         (b)       all dealings and payments in relation to those Domestic Notes within the Austraclear system
                   will be governed by the Austraclear Limited Regulations.

2.3.16   Notices to Noteholders

         Notices, requests and other communications by the Issuer Trustee or the Trust Manager to Domestic
         Noteholders may be made by:

         (a)       advertisement placed on a Business Day in The Australian Financial Review (or other
                   nationally delivered newspaper); or

         (b)       registered mail, postage prepaid, to the address of the Domestic Noteholder as shown in the
                   Register. Any notice so mailed shall be conclusively presumed to have been duly given,
                   whether or not the Domestic Noteholder actually receives the notice.




                                                        39
2.3.17   Joint Domestic Noteholders

         Where Domestic Notes are held jointly, any notices in relation to the Domestic Notes which are sent by
         mail will be sent only to the person whose name appears first in the Register.

         Any moneys due in respect of Domestic Notes which are held jointly will be paid to the account or person
         nominated by the joint Domestic Noteholders for that purpose or, if an account or person is not
         nominated, only to the person whose name appears first on the Register, except that in the case of
         payment by cheque, the cheque will be payable to the joint Domestic Noteholders.




                                                      40
3.   USE OF PROCEEDS

     The proceeds of the issue of the Class A-2 Notes and the Class B Notes will amount to A$702,000,000
     and A$46,500,000 respectively.

     The proceeds of the issue of the Class A-1 Notes will amount to €450,000,000 and will be used by the
     Issuer Trustee to make payment in Euro to the Currency Swap Provider. The Issuer Trustee will make the
     Euro payment of the proceeds from the issue of the Class A-1 Notes to the Currency Swap Provider
     during business hours in London on the Issue Date in consideration for an Australian dollar payment that
     will be made earlier that day during business hours in Sydney by the Currency Swap Provider to the
     Issuer Trustee to enable the Issuer Trustee, when combined with the A$ proceeds of the issue of the Class
     A-2 Notes and the Class B Notes, to acquire equitable title to the Housing Loans from the Seller (if there
     is any excess in the proceeds from the issue of the Notes, it will form part of Collections for the first
     Monthly Period).

     The estimated fees and expenses of the issue of the Notes is A$4.1 million and Adelaide Bank will be
     responsible for the payment of this amount.




                                                   41
4.    RISK FACTORS

      The purchase, and subsequent holding, of the Notes is not free of risk. The Trust Manager believes that
      the risks described below are some of the principal risks inherent in the transaction for Noteholders and
      that the discussion in relation to those Notes indicates some of the possible implications for Noteholders.
      However, the inability of the Issuer Trustee to pay Interest or principal on the Notes may occur for other
      reasons and the Trust Manager does not in any way represent that the description of the risks outlined
      below is exhaustive. It is only a summary of some particular risks. Further, although the Trust Manager
      believes that the various structural protections available to Noteholders lessen certain of these risks, there
      can be no assurance that these measures will be sufficient to ensure the payment or distribution of Interest
      or principal on the Notes on a timely or full basis. Prospective investors should also read the detailed
      information set out elsewhere in this Offering Circular and make their own independent investigation and
      seek their own independent advice as to the potential risks involved in purchasing and holding the Notes.

4.1   Limited Liability Under the Notes

      The Notes are debt obligations of the Issuer Trustee in its capacity as trustee of the Series Trust. They are
      issued with the benefit of, and subject to, the Master Trust Deed, the Series Supplement and the Security
      Trust Deed and, in the case of the Class A-1 Notes, the Euro Note Trust Deed and the Euro Note
      Conditions. The Issuer Trustee's liability in respect of the Notes is limited to, and can be enforced against
      the Issuer Trustee only to the extent to which it can be satisfied out of, the Assets of the Series Trust out
      of which the Issuer Trustee is actually indemnified for the liability except in certain limited circumstances
      (as to which see Condition 12 of the Euro Note Conditions and Section 10.3.11).

4.2   Timing of Principal Distributions

      Set out below is a description of some circumstances in which the Issuer Trustee may receive early or
      delayed repayments of principal on the Housing Loans and, and as a result of which the Noteholders may
      receive repayments of principal on the Notes earlier or later than would otherwise have been the case:

      (a)       enforcement proceeds received by the Issuer Trustee due to a borrower having defaulted on its
                Housing Loan;

      (b)       receipt of insurance proceeds by the Issuer Trustee in relation to an insurance claim in respect
                of a Housing Loan;

      (c)       repurchases of Housing Loans by the Seller as a result of any one of the following occurring:

                (i)        the discovery and subsequent notice by the Issuer Trustee, the Seller or the Trust
                           Manager, no later than 5 Business Days prior to the expiry of the Prescribed Period,
                           that any of the representations and warranties made by the Seller in respect of a
                           certain Housing Loan were incorrect when given (see Sections 6.1.4 and 6.1.5);

                (ii)       the Seller making a Further Advance under a Housing Loan which causes the
                           Scheduled Balance for that Housing Loan to be exceeded by more than 1 scheduled
                           monthly instalment (see Section 6.4.10);

                (iii)      there being a change in law which leads to the Series Trust being terminated early
                           and the Housing Loans are then repurchased by the Seller or sold to a third party (see
                           Section 10.6); or

                (iv)       the Seller exercising its option to repurchase the balance of the Housing Loans:

                           A          in accordance with the Seller's right of first refusal on or following the
                                      termination of the Series Trust (see Section 10.6.3); or

                           B          upon the Trust Manager directing the Issuer Trustee to redeem the Notes
                                      on or after:

                                      1.          the Quarterly Distribution Date on which the aggregate A$
                                                  Equivalent of the Stated Amount of all the Notes is less than

                                                      42
                                                10 per cent. of the A$ Equivalent of the Invested Amount of all
                                                Notes on the Issue Date;

                                     2.         the Call Date; or

                                     3.         a Quarterly Distribution Date on or after an event described in
                                                Condition 7.3 of the Euro Note Conditions occurs;

      (d)       the Trust Manager may, at its option, not direct the Issuer Trustee to redeem the Notes on the
                Quarterly Distribution Date on which the aggregate A$ Equivalent of the Stated Amount of all
                of the Notes is less than 10 per cent. of the A$ Equivalent of the Invested Amount of the Notes
                on the Issue Date or on the Call Date as described in Condition 7.2 of the Euro Note Conditions
                (in which case the Notes will not be redeemed until the Trust Manager does give such a
                direction or the earlier of the Maturity Date and the date on which the Invested Amount of the
                relevant Notes is reduced to zero in accordance with the cashflows described in Section 7);

      (e)       the Servicer is obliged to service the Housing Loans in accordance with its Servicing
                Guidelines or, to the extent not covered by the Servicing Guidelines, the standards and
                practices of a prudent lender in the business of making retail home loans. There is no definitive
                view as to whether the standards and practices of a prudent lender in the business of making
                retail home loans do or do not include the Servicer's own franchise considerations. If those
                considerations are included the Servicer would be entitled to consider its own reputation and
                future business writing prospects in making a determination as to how current Housing Loans
                are administered. Such a course may result in a delay of principal returns to Noteholders. The
                Servicer is, however, required to give undertakings as to how it will administer the Housing
                Loans (see Section 10.5.1) and comply with the express limitations in the Series Supplement;

      (f)       the terms and conditions of the Housing Loans and related securities allow borrowers, with the
                consent of the Seller, to substitute their mortgaged property with a different mortgaged
                property without necessitating the repayment of the Housing Loan in full. Housing Loans
                which are secured by mortgaged property which may be substituted in this way may show a
                slower rate of prepayment than Housing Loans secured by mortgaged property which cannot be
                substituted in this way;

      (g)       the terms and conditions of a Housing Loan and its related securities may allow a borrower, at
                the discretion of the Seller, to redraw funds previously prepaid by that borrower (see Section
                9.4 for a description of the Redraw Facility). This may slow the rate of prepayment on the
                Housing Loans; and

      (h)       the mortgage which secures a Housing Loan may also secure other financial accommodation
                provided by the Seller. If the mortgagor is in default under that other financial accommodation
                and the Seller enforces the relevant mortgage, the proceeds of enforcement will be made
                available to the Trustee (in priority to the Seller) for repayment of the Housing Loan. This may
                in turn result in the relevant Housing Loan being prepaid earlier than would otherwise be the
                case. This may occur notwithstanding there being no default under the Housing Loan.

4.3   Principal on the Redraw Notes will be paid before principal on the Class A Notes and Class B Notes

      If Redraw Notes are issued they will rank ahead of the Class A-1 Notes and Class A-2 Notes in respect of
      payment of principal prior to enforcement of the Charge under the Security Trust Deed and will rank
      ahead of the Class B Notes in respect of payment of principal and Interest both prior to and upon
      enforcement of the Charge under the Security Trust Deed, and Class A-1 Noteholders, Class A-2
      Noteholders and Class B Noteholders may not receive full repayment of principal or payment of interest
      on their Class A-1 Notes, Class A-2 Notes and Class B Notes.

4.4   Prepayment then Non-Payment

      There is the possibility that borrowers who have prepaid an amount of principal under their Housing
      Loans do not continue to make scheduled payments under the terms of their Housing Loans. Consistent
      with standard Australian banking practice, the Servicer does not consider such a Housing Loan to be in
      arrears until such time as the actual principal balance has exceeded the then current Scheduled Balance.


                                                    43
      The failure of borrowers to make payments when due after an amount has been prepaid under their
      Housing Loans may affect the ability of the Issuer Trustee to make timely payments of Interest and
      principal to Noteholders. If the Issuer Trustee has insufficient funds to pay Interest on the Notes because
      the above situation has occurred, the Issuer Trustee may be entitled to make a drawing under the Liquidity
      Facility for the amount of the deficiency (as to which, see Section 9.3) up to a total aggregate amount
      equal to the un-utilised portion of the Liquidity Facility Limit. The Liquidity Facility mitigates the risk of
      such a deficiency but may not be sufficient to cover the whole of the deficiency.

4.5   Delinquency and Default Risk

      The Issuer Trustee's obligations to pay Interest and principal on the Notes in full is limited by reference
      to, amongst other things, receipts under or in respect of the outstanding Housing Loans. Noteholders
      must rely, amongst other things, for payment upon payments being made under the Housing Loans and on
      amounts available under the Mortgage Insurance Policies and, if and to the extent available, money
      available to be drawn under the Liquidity Facility (see Section 9.3).

      If borrowers fail to make their monthly payments when due (other than when the borrower has prepaid
      principal under its Housing Loan, as to which see Section 4.4), there is a possibility that the Trustee may
      have insufficient funds to make full payments of Interest on the Notes and eventual payment of principal
      to the Noteholders. A wide variety of local or international developments of a legal, social, economic,
      political or other nature could conceivably affect the performance of borrowers under their Housing
      Loans.

      In particular, as at the Cut-Off Date, some of the Housing Loans will be set at variable rates. These rates
      are reset from time to time at the discretion of the Servicer (see Section 6.4.5). It is possible, therefore,
      that if these rates increase significantly relative to historical levels, borrowers may experience distress and
      increased default rates on the Housing Loans may result.

      If a borrower defaults on payments to be made under a Housing Loan and the Servicer seeks to enforce
      the mortgage securing the Housing Loan, many factors may affect the length of time before the
      mortgaged property is sold and the proceeds of sale are realised. In such circumstances, the sale proceeds
      are likely to be less than if the sale was carried out by the borrower in the ordinary course. Any such
      delay and any loss incurred as a result of the realised proceeds of the sale of the property being less than
      the principal amount outstanding at that time under the Housing Loan may affect the ability of the Issuer
      Trustee to make payments under the Notes, notwithstanding any amounts that may be claimed under the
      Mortgage Insurance Policies (see Section 8) or claimed under the Liquidity Facility (see Section 9.3).

      Noteholders will bear the investment risk resulting from the delinquency and default experience of the
      Housing Loans.

4.6   Servicer Risk

      The appointment of the Servicer may be terminated in certain circumstances which are outlined in Section
      10.5.4. If the appointment of the Servicer is terminated, the Issuer Trustee is obliged to find another
      entity to perform the role of Servicer for the Series Trust. The appointment of a substitute Servicer will
      only have effect once each Ratings Agency has issued a Ratings Affirmation Notice in relation to such
      appointment and the substitute Servicer has executed a deed under which it agrees to service the Housing
      Loans and related securities upon the same terms as originally agreed to by the Servicer. However, there
      is no guarantee that a substitute Servicer will be found who would be willing to service the Housing
      Loans and related securities on the same terms agreed to by the Servicer.

      If the Issuer Trustee is unable to locate a suitable substitute Servicer, the Trustee must act as the substitute
      Servicer, and will continue to act in this capacity until a suitable substitute Servicer is found.

      The Servicer may also retire as Servicer by giving not less than 3 months' notice in writing to the Issuer
      Trustee and each Ratings Agency (or, if the Trustee has agreed to a lesser period of notice, that lesser
      period). For further details see Section 10.5.5.




                                                       44
4.7   Equitable Assignment

      The Housing Loans will initially be assigned by the Seller to the Issuer Trustee in equity. If the Issuer
      Trustee declares that a Perfection of Title Event has occurred under the Series Supplement (see
      Section 10.2.1), the Issuer Trustee and the Trust Manager must, amongst other things, take all such steps
      as are necessary to perfect the Issuer Trustee's legal title in the mortgages relating to the Housing Loans
      (see Section 10.2.1 for further details on Perfection of Title Events). Until such time, the Issuer Trustee is
      not to take any such steps to perfect legal title and, in particular, it will not notify the borrowers or any
      security providers of the assignment of the Housing Loans.

      The delay in the notification to a borrower of the assignment of the Housing Loans to the Issuer Trustee
      may have the following consequences:

      (a)       until a borrower, guarantor or security provider has notice of the assignment, such person is not
                bound to make payment to anyone other than the Seller and can obtain a valid discharge from
                the Seller. However, the Seller is appointed as the initial Servicer of the Housing Loans and is
                obliged to deal with all moneys received from borrowers in accordance with the Series
                Supplement and to service those Housing Loans in accordance with the Servicing Standards;

      (b)       until a borrower, guarantor or security provider has notice of the assignment, rights of set-off or
                counterclaim may accrue in favour of the borrower, guarantor or security provider against its
                obligations under the Housing Loans which may result in the Issuer Trustee receiving less
                money than expected from the Housing Loans (see Section 4.8 below);

      (c)       for so long as the Issuer Trustee holds only an equitable interest in the Housing Loans, the
                Issuer Trustee's interest in the Housing Loans may become subject to the interests of third
                parties created after the creation of the Issuer Trustee's equitable interest but prior to it
                acquiring a legal interest. To reduce this risk, the Servicer has undertaken not to consent to the
                creation or existence of any security interest over the mortgages securing the Housing Loans;
                and

      (d)       for so long as the Issuer Trustee holds only an equitable interest in the Housing Loans, the
                Seller must be a party to any legal proceedings against any borrower, guarantor or security
                provider in relation to the enforcement of any Housing Loan. In this regard, the Servicer
                undertakes to service (including enforce) the Housing Loans in accordance with the Servicing
                Standards.

4.8   Set-Off

      The Housing Loans can only be sold free of set-off to the Issuer Trustee to the extent permitted by law.
      The consequence of this is that if a borrower, guarantor or security provider in connection with a Housing
      Loan has funds standing to the credit of an account with the Seller or amounts are otherwise payable to
      such a person by the Seller, that person may have a right on the enforcement of the Housing Loan or the
      related securities or on the insolvency of the Seller to set-off the Seller's liability to that person in
      reduction of the amount owing by that person in connection with the Housing Loan.

      If the Seller becomes insolvent, it can be expected that borrowers, guarantors and security providers will
      exercise their set-off rights (if any) to a significant degree.

4.9   Ability of the Issuer Trustee to Redeem the Notes

      The ability of the Issuer Trustee to redeem all the Notes at their aggregate Invested Amounts or Stated
      Amounts whilst any of the Housing Loans are still outstanding will depend upon whether the Issuer
      Trustee is able to collect or otherwise obtain an amount sufficient to redeem the Notes and to pay its other
      obligations in the order explained in Section 7. Following the enforcement of the Security Trust Deed and
      the crystallisation of the floating charge in favour of the Noteholders and other Secured Creditors, the
      Security Trustee will be required to apply moneys otherwise available for distribution in the order of the
      priority set out in the Security Trust Deed (described in Section 9.5.5). The moneys available to the
      Security Trustee for distribution may not be sufficient to satisfy in full the claims of all or any of the
      Noteholders and neither the Security Trustee nor the Issuer Trustee will have any liability to the
      Noteholders in respect of any such deficiency. Although the Security Trustee may seek to obtain the


                                                      45
       necessary funds by means of a sale of the outstanding Housing Loans, there is no guarantee that there will
       be at that time an active and liquid secondary market for mortgages. Further, if there was such a
       secondary market, there is no guarantee that the Security Trustee will be able to sell the Housing Loans
       for the principal amount then outstanding under such Housing Loans.

       Accordingly, the Security Trustee may be unable to realise the value of the Housing Loans, or may be
       unable to realise the full value of the Housing Loans which may impact upon its ability to redeem all
       outstanding Notes at that time.

4.10   Breach of Representation and Warranty

       The Seller makes certain representations and warranties as at the Cut-Off Date of those Housing Loans to
       the Issuer Trustee (see Section 6.1.4). The Issuer Trustee has not investigated or made any enquiries
       regarding the accuracy of the representations and warranties. Under the Series Supplement the Issuer
       Trustee is under no obligation to test the truth of the representations and warranties and is entitled to rely
       entirely upon the representations and warranties being correct unless it is actually aware of any breach
       (see Section 6.1.5). The Seller has agreed in the Series Supplement to repurchase any Housing Loan in
       respect of which it is discovered by the Issuer Trustee, the Trust Manager or the Seller within the
       Prescribed Period that any one of the representations and warranties given by the Seller was incorrect
       when given and notice of such discovery is given by the Trust Manager or the Seller to the Issuer Trustee
       or by the Issuer Trustee to the Seller, as applicable, no later than 5 Business Days prior to the expiry of
       the Prescribed Period. If the Issuer Trustee discovers that a representation and warranty was incorrect
       when given in relation to a Housing Loan after the last day that the above notice can be given, the Seller
       has agreed to pay damages to the Issuer Trustee for any loss or costs incurred by the Issuer Trustee.
       However, the amount of such loss or costs cannot exceed the principal amount outstanding and accrued
       but unraised interest and any outstanding fees in respect of the Housing Loans. Besides these 2 remedies,
       there is no other express remedy available to the Issuer Trustee in respect of a breach of the
       representations and warranties given in respect of the Housing Loans. The rights of the Issuer Trustee in
       respect of any representation or warranty being incorrect are described in more detail in Section 6.1.5.

4.11   The Mortgage Insurance Policies

       A claim under a Mortgage Insurance Policy may be refused or reduced in certain circumstances (see
       generally Section 8). This may affect the ability of the Issuer Trustee to make timely payments of Interest
       and principal on the Notes. However, in respect of certain of these circumstances, the Issuer Trustee may
       have recourse to the Seller either for breach of a representation and warranty (see Section 6.1.5) or the
       Servicer for breach of its obligations.

4.12   Termination Payments on the Currency and Fixed Rate Swap

       If the Issuer Trustee is required to make a termination payment to the Currency Swap Provider or the
       Fixed Rate Swap Provider upon the termination of a Currency Swap or a Fixed Rate Swap, respectively,
       the Issuer Trustee (as directed by the Trust Manager) will make the termination payment from the Assets
       of the Series Trust and, prior to enforcement of the Charge under the Security Trust Deed, in priority to
       payments on the Class A-1 Notes, the Class A-2 Notes and the Class B Notes. Thus, if the Issuer Trustee
       makes a termination payment, there may not be sufficient funds remaining to pay interest on the Class A-
       1 Notes, the Class A-2 Notes and the Class B Notes on the next Distribution Date, and the principal on the
       Class A-1 Notes, the Class A-2 Notes and the Class B Notes may not be repaid in full.

4.13   Consumer Credit Code

       Some of the Housing Loans and related mortgages and guarantees are regulated by the Consumer Credit
       Code. Under that legislation, a debtor, guarantor or mortgagor may have a right to apply to a court to:

       (a)       in the case of a debtor, vary the terms of a Housing Loan on the grounds of hardship;

       (b)       vary the terms of a Housing Loan and related mortgage or guarantee or a change to such
                 documents, that are unjust, and reopen the transaction that gave rise to the Housing Loan and
                 any related mortgage or guarantee;




                                                       46
       (c)       in the case of a debtor or guarantor, reduce or cancel any interest rate payable on the Housing
                 Loan arising from a change to that rate which is unconscionable;

       (d)       have certain provisions of the Housing Loan or a related mortgage or guarantee which are in
                 breach of the legislation declared void or unenforceable;

       (e)       obtain restitution or compensation from the credit provider in relation to any breaches of the
                 Consumer Credit Code in relation to the Housing Loan or a related mortgage or guarantee; or

       (f)       seek various remedies for other breaches of the Consumer Credit Code.

       Any such order may affect the timing or amount of interest or principal payments under the relevant
       Housing Loan (which might in turn affect the timing or amount of Interest or principal payments under
       the Notes).

       Breaches of the Consumer Credit Code may also lead to civil penalties or criminal fines being imposed on
       the Seller, for so long as it holds legal title to the Housing Loans and the mortgages. If the Issuer Trustee
       acquires legal title, it will then become primarily responsible for compliance with the Consumer Credit
       Code.

       The Issuer Trustee will be indemnified out of the Assets of the Series Trust for liabilities it incurs under
       the Consumer Credit Code. Where the Issuer Trustee is held liable for breaches of the Consumer Credit
       Code, the Issuer Trustee must seek relief initially under any indemnities provided to it by the Trust
       Manager, the Servicer or the Seller before exercising its rights to recover against any Assets of the Series
       Trust.

       The Seller will give certain representations and warranties that the mortgages relating to the Housing
       Loans complied in all material respects with all applicable laws when those mortgages were entered into.
       The Servicer has also undertaken to comply with the Consumer Credit Code in carrying out its obligations
       under the Transaction Documents. In certain circumstances the Issuer Trustee may have the right to claim
       damages from the Seller or the Servicer, as the case may be, where the Issuer Trustee suffers loss in
       connection with a breach of the Consumer Credit Code which is caused by a breach of a relevant
       representation or undertaking.

4.14   The concentration of Housing Loans in specific geographic areas may increase the possibility of loss
       on the Notes

       To the extent that the Series Trust contains a high concentration of Housing Loans secured by properties
       located within a single state or region within Australia, any deterioration in the real estate values or the
       economy of any of those states or regions could result in higher rates of delinquencies, foreclosures and
       losses than expected on the Housing Loans. In addition, these states or regions may experience natural
       disasters, which may not be fully insured against and which may result in property damage and losses on
       the Housing Loans. These events may in turn have a disproportionate impact on funds available to the
       Series Trust, which could cause Noteholders to suffer losses.

4.15   Secondary Market Risk

       There is currently no secondary market for the Class B Notes. A secondary market for the Notes may not
       develop even though the Class A-1 Notes and the Class A-2 Notes may be listed on the Australian Stock
       Exchange. There is no assurance that any secondary market will develop or, if one does develop, that it
       will provide liquidity of investment or will continue for the life of the Notes. No assurance can be given
       that it will be possible to effect a sale of the Notes; nor can any assurance be given that, if a sale takes
       place, it will not be at a discount to the acquisition price.

4.16   Ratings of the Notes do not ensure their payment and withdrawal of any ratings may affect the
       value of the Notes

       It is a condition to the issuance of the Notes that the Class A-1 Notes and the Class A-2 Notes be rated
       Aaa by Moody's and AAA by each of S&P and Fitch Ratings and that the Class B Notes be rated at least
       AA by each of S&P and Fitch Ratings and Aa2 by Moody's. A rating is not a recommendation to
       purchase, hold or sell the Notes, inasmuch as such rating does not address the market price or the

                                                      47
       suitability for a particular investor of a security. The rating of the Notes addresses the likelihood of the
       payment of principal and interest on the Notes pursuant to their terms. There is no assurance that a rating
       will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a
       Ratings Agency, if in its judgment circumstances in the future so warrant. The ratings of the Notes will
       be based primarily on the creditworthiness of the Housing Loans, the availability of excess interest
       Collections after payment of interest on the Notes and the Series Trust's expenses, the mortgage insurance
       policies and the creditworthiness of the swap providers and the mortgage insurers.

4.17   The imposition of a withholding tax will reduce payments to you and may lead to an early
       redemption of the Notes

       If a withholding tax is imposed on payments of interest on the Notes, the Noteholders will not be entitled
       to receive grossed-up amounts to compensate for such withholding tax. Thus, the Noteholders will
       receive less interest than is scheduled to be paid on the Notes.

       If the option to redeem the Notes early, as a result of the imposition of a withholding or other tax on any
       Notes or in respect of the Housing Loans, is exercised, the early retirement of the Notes will shorten their
       average lives and potentially lower the yield on the Notes.

4.18   Investment in the notes may not be suitable for all investors

       The Notes are not a suitable investment for any investor that requires a regular or predictable schedule of
       payments or payment on any specific date. The Notes are complex investments that should be considered
       only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to
       analyse the prepayment, reinvestment, default and market risk, the tax consequences of an investment,
       and the interaction of these factors. Mortgage-backed securities, like the Notes, usually produce more
       returns of principal to investors when market interest rates fall below the interest rates on the housing
       loans and produce less returns of principal when market interest rates rise above the interest rates on the
       housing loans. If borrowers refinance their housing loans as a result of lower interest rates, Noteholders
       will receive an unanticipated payment of principal. As a result, Noteholders are likely to receive more
       money to reinvest at a time when other investments generally are producing a lower yield than that on the
       Notes and are likely to receive less money to reinvest when other investments generally are producing a
       higher yield than that on the Notes. Holders will bear the risk that the timing and amount of distributions
       on the Notes will prevent Noteholders from attaining the desired yield.

4.19   Conflicts of Interest

       Certain of the parties to this offering, including, without limitation, Perpetual Trustee Company Limited,
       the Trust Manager and Adelaide Bank, may effect transactions in which they may have, directly or
       indirectly, a material interest or a relationship of any description with another party to such transaction or
       a related transaction, which may involve a potential conflict with an existing contractual duty to the Issuer
       Trustee under this offering.

4.20   EU Savings Tax Directive

       The EU has adopted a Directive (2003/48/EC) regarding the taxation of savings income. Since 1 July
       2005 Member States have been required to provide to the tax authorities of other Member States details of
       payments of interest and other similar income paid by a person to an individual in another Member State,
       except that Austria, Belgium and Luxembourg instead impose a withholding system for a transitional
       period (unless during such period they elect otherwise).

4.21   Proposed changes to the Basel Capital Accord ("Basel II")

       In June 1999, the Basel Committee on Banking Supervision (the "Basel Committee") issued proposals
       for reform of the 1988 Capital Accord and proposed a new capital adequacy framework which places
       enhanced emphasis on market discipline. Following an extensive consultation period on its proposals, the
       Basel Committee announced on 11 May 2004 that it had achieved consensus on the framework of the
       "New Basel Capital Accord". The text of the New Basel Capital Accord was published on 26 June
       2004. This text will serve as the basis for national and supra-national rule-making and approval processes
       to continue and for banking organisations to complete their preparation for the implementation of the New
       Basel Capital Accord at year end 2006. Consequently, recipients of this Offering Circular should consult


                                                       48
       their own advisers as to the consequences to and effect on them of the potential application of the New
       Basel Capital Accord proposals.

4.22   A decline in Australian economic conditions may lead to losses on your Notes

       If the Australian economy were to experience a decline in economic conditions, an increase in interest
       rates, a fall in property values or any combination of these factors, delinquencies or losses on the Housing
       Loans might increase, which might cause losses on the Notes.




                                                      49
5.      THE ISSUER TRUSTEE, ADELAIDE BANK, THE TRUST MANAGER

5.1     Description of the Issuer Trustee

5.1.1   Incorporation

        Perpetual Trustee Company Limited (in its personal capacity) was incorporated on 28 September 1886 as
        Perpetual Trustee Company (Limited) under the Companies Statute of New South Wales as a public
        company. The name was changed to Perpetual Trustee Company Limited on 14 December 1971 and it
        now operates as a limited liability public company under the Australian Corporations Act. The Australian
        Business Number of Perpetual Trustee Company Limited is 42 000 001 007 and its registered office is at
        Level 12, 123 Pitt Street, Sydney NSW 2000.

        The Issuer Trustee will issue the Notes in its capacity as trustee of the Series Trust. Details of the Series
        Trust are set out under Section 10 below.

5.1.2   Share Capital

        Perpetual Trustee Company Limited has 4,000,000 ordinary shares on issue with a paid amount of A$1.00
        per share and 4,000,000 A$1.00 ordinary shares on issue with a paid up amount of A$0.01 per share. The
        shares are held by Perpetual Limited.

5.1.3   Ownership Structure

        Perpetual Trustee Company Limited is a wholly owned subsidiary of Perpetual Limited, which is a
        publicly listed company on the Australian Stock Exchange.

5.1.4   Limitation of Issuer Trustee's Liability

        The Issuer Trustee acts as trustee of the Notes only in its capacity as trustee of the Series Trust and in no
        other capacity. A liability arising under or in connection with the Master Trust Deed, any other
        Transaction Document, the Series Trust or the Notes is limited to and can be enforced against the Issuer
        Trustee only to the extent to which it can be satisfied out of the Assets of the Series Trust which are
        available to satisfy the right of the Issuer Trustee to be indemnified for the liability. Except as provided in
        the following sentence, this limitation of the Issuer Trustee's liability applies despite any other provision
        of the Transaction Documents and extends to all liabilities and obligations of the Issuer Trustee in any
        way connected with any representation, warranty, conduct, omission, agreement or transaction related to
        the Master Trust Deed, any other Transaction Document or the Series Trust. However, the limitation will
        not apply if there is a reduction in the extent of the Issuer Trustee's indemnification out of the Assets of
        the Series Trust as a result of the Issuer Trustee's fraud, negligence or wilful default (as defined in the
        Transaction Documents).

        See Condition 12 of the Euro Note Conditions and Section 10.3.11 for further details.

5.1.5   Business

        The principal activities of Perpetual Trustee Company Limited are the provision of trustee and other
        commercial services. Perpetual Trustee Company Limited is an authorised trustee corporation and holds
        an Australian Financial Services Licence under Part 7.6 of the Corporations Act (Australian Financial
        Services Licence No. 236643).

5.1.6   Experience

        Perpetual Trustee Company Limited has over 110 years experience. Perpetual Trustee Company Limited
        and its related companies provide a range of services including custodial and administrative arrangements
        to the funds management, superannuation, property, infrastructure and capital markets. Perpetual Trustee
        Company Limited and its related companies are leading trustee companies in Australia with in excess of
        A$100 billion under administration.




                                                        50
5.2   Description of Adelaide Bank

      Adelaide Bank Limited was originally established as the Co-operative Building Society of South
      Australia Limited (the "Building Society") on 19 January 1900. In 1991, the Building Society merged
      with REI Building Society and, in 1992, with the Hindmarsh Adelaide Building Society. On 1 January
      1994, the Building Society changed its name to Adelaide Bank Limited after it converted to a company
      limited by shares and was granted an authority to carry on banking business in Australia.

      Adelaide Bank’s registered head office is at 169 Pirie Street, Adelaide 5000, South Australia, Australia.
      Adelaide Bank has a long term credit rating of BBB+ and short term credit rating of A-2 by S&P and a
      short term deposit rating of P-2, a long term deposit rating of Baa1 and a senior unsecured debt rating of
      Baa2 from Moody's. Adelaide Bank’s shares are listed on the Australian Stock Exchange Limited.

      Adelaide Bank’s business comprises primarily the provision of mortgage loans, business lending, margin
      lending and savings and investment facilities.

      As at 30 June 2006, Adelaide Bank held A$8.2 billion in retail deposits, had secured residential home
      loans of A$16.3 billion under management (excluding purchased portfolios), total assets of A$26.2 billion
      under management and total regulatory capital of A$960 million. As at 30 June 2006, 70 per cent. of non-
      securitised loans on Adelaide Bank’s balance sheet were secured by residential property. For the year
      ended 30 June 2006 the profit after tax for Adelaide Bank and its subsidiaries, on a consolidated basis,
      was A$94.4 million.

      Adelaide Bank was the first Australian retail bank to securitise an existing pool of residential mortgages
      with A$195.4 million of assets securitised in February 1996. Since that time Adelaide Bank has
      securitised further pools of residential mortgages and margin loans.

      The Australian banking activities of Adelaide Bank come under the regulatory supervision of the
      Australian Prudential Regulation Authority. For a further description of the business operations of
      Adelaide Bank, see Sections 6 and 10.5.

5.3   The Trust Manager

      The Trust Manager, AB Management Pty. Limited, is a wholly owned subsidiary of Adelaide Bank. Its
      principal business activity is the management of securitisation trusts established under Adelaide Bank's
      securitisation programmes. The Trust Manager's registered office is c/- Ernst & Young, 5th Floor, 51
      Allara Street, Canberra, Australia. The directors of the Trust Manager are as follows:

       Name                            Business Address                         Principal
                                                                                Activities
       Barry Francis Fitzpatrick       c/- Ernst & Young, 5th Floor,            Director
                                       51 Allara Street, Canberra, Australia

       Adele Lloyd                     c/- Ernst & Young, 5th Floor,            Director
                                       51 Allara Street, Canberra, Australia

       Kevin Duncan Abrahamson         c/- Ernst & Young, 5th Floor,            Director
                                       51 Allara Street, Canberra, Australia

       Patricia Ann Crook              c/- Ernst & Young, 5th Floor,            Director
                                       51 Allara Street, Canberra, Australia

       Roger Anthony Cook              c/- Ernst & Young, 5th Floor,            Director
                                       51 Allara Street, Canberra, Australia

       Kevin George Osborn             c/-Ernst & Young, 5th Floor,             Director
                                       51 Allara Street, Canberra, Australia

       Steven Crane                    c/- Ernst & Young, 5th Floor,            Director
                                       51 Allara Street, Canberra, Australia



                                                    51
 Name                            Business Address                        Principal
                                                                         Activities
 Francesco Lupoi                 c/- Ernst & Young, 5th Floor            Director
                                 51 Allara Street, Canberra, Australia

For further details about the Trust Manager, see Section 10.4.




                                               52
6.      HOUSING LOANS

6.1     Description of the Assets of the Series Trust

6.1.1   Assets of the Series Trust

        The Assets of the Series Trust will include the following:

        (a)       the Housing Loan Pool, including all:

                  (i)        principal payments paid or payable on each Housing Loan at any time from and after
                             the Cut-Off Date in respect of that Housing Loan; and

                  (ii)       interest accrued on each Housing Loan after the Closing Date in respect of that
                             Housing Loan (plus the Accrued Interest Adjustment in respect of Housing Loans
                             transferred directly by the Seller which is to be paid on the first Distribution Date to
                             the Seller);

        (b)       rights under the Mortgage Insurance Policies issued by or transferred to a Mortgage Insurer and
                  rights under the individual property insurance policies covering the mortgaged properties
                  relating to the Housing Loans;

        (c)       rights under the mortgages in relation to the Housing Loans;

        (d)       rights under collateral securities appearing on Adelaide Bank's records as intended as security
                  for the Housing Loans;

        (e)       the documents relating to the above, including the original or duplicates of the relevant loan
                  agreements, mortgages, collateral securities, insurance policies and the certificate of title
                  (where existing) in relation to the land secured by the mortgages (the "Housing Loan
                  Documents");

        (f)       amounts on deposit in the accounts established in connection with the creation of the Series
                  Trust and the issuance of the Notes, including the Collections Account, and any authorised
                  short-term investments in which these amounts are invested; and

        (g)       the Issuer Trustee's rights under the Transaction Documents.

6.1.2   The Housing Loans

        The Housing Loans are secured by registered first ranking mortgages on properties located in Australia
        (or by a second ranking mortgage where the first ranking mortgage is also assigned to the Issuer Trustee).
         The Housing Loans purchased by the Series Trust on the Closing Date will all be from Adelaide Bank's
        general residential mortgage product pool and will have been originated by or on behalf of Adelaide Bank
        in the ordinary course of its business. These Housing Loans will have been originated in accordance with
        Adelaide Bank's standard origination and assessment policies. Each Housing Loan will be one of the types
        of products described in Section 6.3. Each Housing Loan may have some or all of the features described
        in Section 6.3. The Housing Loans are either fixed rate or variable rate loans.

6.1.3   Transfer and Assignment of the Housing Loans

        The Housing Loans purchased by the Series Trust on the Closing Date will be specified in the Letter of
        Offer from Adelaide Bank, in its capacity as Seller of the Housing Loans, to the Issuer Trustee or in the
        case of Housing Loans which have already been securitised by Adelaide Bank through its LIGHTHOUSE
        Securitisation programme, in Transfer Proposals which provide for the assignment to the Issuer Trustee
        the interest of the trustee of the LIGHTHOUSE Securitisation programme in these Housing Loans.

        The Housing Loans, the mortgages and any collateral securities securing those Housing Loans, the
        Mortgage Insurance Policies and its interest in any insurance policies on the mortgaged properties relating
        to those Housing Loans will be equitably assigned to the Issuer Trustee pursuant to the Letter of Offer and


                                                        53
        Transfer Proposals. After this assignment, the Issuer Trustee will be entitled to the Collections, other than
        the Accrued Interest Adjustment, on the Housing Loans.

        If the Issuer Trustee is actually aware of the occurrence of a Perfection of Title Event which is subsisting
        then, unless each Ratings Agency issues a Ratings Affirmation Notice in relation to the failure to perfect
        the Issuer Trustee's title to the Housing Loans, the Issuer Trustee must declare that a Perfection of Title
        Event has occurred and the Issuer Trustee and the Trust Manager must as soon as practicable take steps to
        perfect the Issuer Trustee's legal title to the Housing Loans. These steps will include the lodgement of
        transfers of the mortgages securing the Housing Loans with the appropriate land titles office in the
        relevant Australian States and Territories. The Issuer Trustee will hold at the Closing Date irrevocable
        powers of attorney from the Seller to enable it to execute such mortgage transfers.

        If the Seller does not have long term credit ratings by S&P and Fitch Ratings of BBB, it may be required
        to lodge collateral with the Issuer Trustee as a prepayment of costs that the Issuer Trustee may incur if it
        perfects its legal title to its rights under the Housing Loans. This collateral may be repaid in whole or in
        part if S&P and Fitch Ratings issue a Ratings Affirmation Notice in relation to the repayment.

        Each Housing Loan sold to the Issuer Trustee is secured by an "all moneys" mortgage, which may also
        secure other financial indebtedness. These other loans will also be assigned to the Issuer Trustee which
        will hold these by way of a separate trust for Adelaide Bank established under the Series Supplement and
        known as the "AB Trust". The other loans are not Assets of the Series Trust. The Issuer Trustee will
        hold the proceeds of enforcement of the related mortgage, to the extent they exceed the amount required
        to repay the Housing Loan, as trustee for the AB Trust, in relation to that other loan. The mortgage will
        secure the Housing Loan equitably assigned to the Series Trust in priority to that other loan.

        Because the Seller's standard security documentation usually secures all moneys owing by the provider of
        the security to the Seller, it is possible that a mortgage or collateral security held by the Seller in relation
        to other facilities provided by it could also secure a Housing Loan, even though in the Seller's records the
        particular mortgage or collateral security was not taken for this purpose. Only those mortgages and
        collateral securities that appear in the Seller's records as intended to secure the Housing Loans will be
        assigned to the Issuer Trustee in its capacity as trustee of the Series Trust. Other securities which by their
        terms technically secure a Housing Loan but which were not taken for that purpose, will not be assigned
        for the benefit of the Noteholders.

6.1.4   Representations, Warranties and Eligibility Criteria

        Representations and warranties

        The Seller will make various representations and warranties to the Issuer Trustee as of the Cut-Off Date
        specified in the Letter of Offer with respect to each Housing Loan the subject of that Letter of Offer being
        equitably assigned by it to the Issuer Trustee, including that:

        (a)        at the time the Seller entered into the mortgages relating to the Housing Loans, those mortgages
                   complied in all material respects with applicable laws;

        (b)        at the time that the Seller entered into the Housing Loans, it did so in good faith;

        (c)        at the time the Seller entered into the Housing Loans, the Housing Loans were originated in the
                   ordinary course of the Seller’s business;

        (d)        at the time the Seller entered into the Housing Loans, all necessary steps were taken to ensure
                   that, each related mortgage complied with the legal requirements applicable at that time to be:

                   (i)        a first ranking mortgage; or

                   (ii)       where the Seller already held the first ranking mortgage, a second ranking mortgage,

                   (subject to any statutory charges, any prior charges of a body corporate, service company or
                   equivalent, whether registered or otherwise, and any other prior security interests which do not
                   prevent the mortgage from being considered to be a first-ranking mortgage or a second ranking



                                                         54
      mortgage, as the case may be, in accordance with the Servicing Standards) in either case
      secured over land, subject to stamping and registration in due course;

(e)   where there is a second or other mortgage securing a Housing Loan and the Seller is not the
      mortgagee of that second or other mortgage, satisfactory priority arrangements have been
      entered into to ensure that the mortgage ranks ahead in priority to the second or other mortgage
      on enforcement for at least the principal amount and interest on the Housing Loan plus such
      extra amount determined in accordance with the Servicing Guidelines;

(f)   at the time the relevant Housing Loans were approved, the Seller had received no notice of the
      insolvency or bankruptcy of the relevant borrowers or mortgagors or any notice that any such
      person did not have the legal capacity to enter into the relevant mortgage;

(g)   following the acceptance of the Letter of Offer in relation to the Housing Loan by the Issuer
      Trustee:

      (i)        the Seller will be the sole legal owner; and

      (ii)       the Issuer Trustee will be the beneficial owner of the Housing Loan and the related
                 Mortgages and First Layer of Collateral Securities (other than the Insurance Policies)
                 and no prior ranking Security Interest (other than under the Security Trust Deed) will
                 exist in relation to the Seller and the Issuer Trustee's right, title and interest in that
                 Housing Loan and the related Mortgages and First Layer of Collateral Securities
                 (other than the Insurance Policies);

(h)   each of the relevant Housing Loan Documents (other than the Mortgage Insurance Policies and
      other related insurance policies) which is required to be stamped with stamp duty has been duly
      stamped;

(i)   the Housing Loans have not been satisfied, cancelled, discharged or rescinded and the property
      relating to each relevant mortgage has not been released from the security of that mortgage;

(j)   the Seller holds, in accordance with the Servicing Standards, all documents which it should
      hold to enforce the provisions of the securities relating to Housing Loans;

(k)   other than the Housing Loan Documents and documents entered into in accordance with the
      Servicing Standards, there are no documents entered into by the Seller and the mortgagor or
      any other relevant party in relation to the Housing Loans which would qualify or vary the terms
      of the Housing Loans;

(l)   other than in respect of priorities granted by statute, the Seller has not received notice from any
      person that it claims to have a security interest ranking in priority to or equal with the Seller’s
      mortgage;

(m)   the Seller is not aware of any restrictive covenants, licences or leases existing in respect of land
      the subject of any relevant mortgage which reduce the value of the mortgage over such land so
      that the LVR in respect of the relevant Housing Loan as at the Cut-Off Date for that Housing
      Loan exceeds 95 per cent.;

(n)   except in relation to fixed rate Housing Loans (or those which can be converted to a fixed rate
      or a fixed margin over a benchmark) and as may be provided by applicable laws, binding codes
      and competent authorities binding on the Seller, there is no limitation affecting, or consent
      required from a borrower to effect, a change in the interest rate under the Housing Loans, and a
      change in interest rate may be set at the sole discretion of the Servicer;

(o)   the Housing Loans will be insured as at the Closing Date specified in the relevant Letter of
      Offer under the terms of a Mortgage Insurance Policy;

(p)   the Seller is lawfully entitled to sell the Housing Loans and related securities to the Issuer
      Trustee free of all security interests and, so far as the Seller is aware, adverse claims or other
      third party rights or interests;

                                           55
(q)        the provisions of any applicable laws relating to the sale of the Housing Loans and related
           securities have been complied with;

(r)        the sale of the Housing Loans and related securities will not constitute a breach of the Seller’s
           obligations or a default under any security interest granted by the Seller or affecting the Seller’s
           assets;

(s)        there are no Linked Accounts in relation to any Housing Loan other than any Interest Off-Set
           Account relating to the Housing Loan; and

(t)        the terms of the loan agreements relating to the Housing Loans made on or after 1 November
           1996, pursuant to an offer made by the Seller on or after that date, require payments in respect
           of the Housing Loans to be made to the Seller free of set-off.

With respect to Housing Loans the subject of Transfer Proposals that are being assigned to the Issuer
Trustee, similar warranties and representations were given by the Seller prior to the first acquisition of
those Housing Loans by the trustee of the LIGHTHOUSE securitisation programme. The benefit of such
warranties and representations are transferred to the Issuer Trustee when those Housing Loans are
assigned to the Issuer Trustee pursuant to the Transfer Proposals. The Trust Manager has certified in the
Transfer Proposals that to the best of its knowledge and belief, nothing has come to its knowledge that
would lead it to believe that any of the warranties and representations provided by the Seller prior to the
first acquisition of those Housing Loans by the trustee of the LIGHTHOUSE securitisation programme
were incorrect, untrue or misleading in any material respect at the time they were made or given, other
than as disclosed in the Transfer Proposals.

Eligibility Criteria

The Seller represents and warrants to the Issuer Trustee as at the Cut-Off Date specified in the Letter of
Offer and the Transfer Proposals with respect to each Housing Loan the subject of that Letter of Offer and
Transfer Proposals being equitably assigned to the Issuer Trustee that the Housing Loans comply with the
following eligibility criteria or such other eligibility criteria as the Issuer Trustee, the Seller and the Trust
Manager may agree prior to the Closing Date and in respect of which each Ratings Agency has issued a
Ratings Affirmation Notice:

(i)        each Housing Loan must:

           A           be advanced and repayable in Australian dollars;

           B           be secured by a first ranking mortgage or, if there are 2 mortgages securing the
                       Housing Loan and Adelaide Bank is the first mortgagee and the first ranking
                       mortgage is also assigned to the Issuer Trustee, a second ranking mortgage;

           C           be secured by a mortgage over residential property;

           D           have a stated term to maturity at the Cut-Off Date not exceeding 30 years;

           E           have an LVR not exceeding 95 per cent. at or about the time the Housing Loan was
                       approved by Adelaide Bank;

           F           be assignable by Adelaide Bank in equity without the prior consent of, or notice to,
                       the relevant mortgagor or any other person;

           G           have a total principal amount outstanding of no greater than A$1,000,000 as at the
                       Cut-Off Date; and

           H           be covered by a primary or pool Mortgage Insurance Policy providing 100 per cent.
                       cover for principal and interest losses, subject to the terms of the Mortgage Insurance
                       Policy (which are described in Section 8), from a Mortgage Insurer; and




                                                 56
        (ii)      each Housing Loan must not be:

                  A         a loan secured by a mortgage over land which does not contain a residential building;

                  B         a loan pursuant to which the Seller is only entitled to receive interest payments under
                            the terms of the loan for a period of greater than 10 years;

                  C         a loan in favour of present staff of Adelaide Bank;

                  D         a loan which is in arrears for greater than 30 days as at the Cut-Off Date; or

                  E         a loan applied or to be applied in whole or part for funding initial construction of a
                            dwelling on the land securing the Housing Loan unless that construction has been
                            completed.

        The Issuer Trustee has not investigated or made any inquiries regarding the accuracy of these
        representations and warranties and has no obligation to do so. The Issuer Trustee is entitled to rely
        entirely upon the representations and warranties being correct, unless an officer of the Issuer Trustee
        involved in the day to day administration of the Series Trust has actual notice to the contrary.

6.1.5   Breach of Representations and Warranties

        If Adelaide Bank, the Trust Manager or the Issuer Trustee becomes actually aware that a representation or
        warranty from Adelaide Bank relating to any Housing Loan or mortgage was incorrect when given, it
        must notify the others within 5 Business Days, and provide to them sufficient details to identify the
        Housing Loan and the reasons for believing the representation or warranty is incorrect. None of Adelaide
        Bank, the Trust Manager or the Issuer Trustee is under any ongoing obligation to determine whether any
        representation or warranty is incorrect when given.

        If any representation or warranty is incorrect when given and notice of this is given not later than 5
        Business Days prior to 120 days after the Closing Date specified in the Letter of Offer (the "Prescribed
        Period"), and the Seller does not remedy the breach to the satisfaction of the Issuer Trustee within 5
        Business Days (or such longer period as the Issuer Trustee, the Trust Manager and the Seller agree) of the
        notice being received, the Housing Loan and its related securities will no longer form part of the Assets of
        the Series Trust and the Issuer Trustee will hold them for the AB Trust. The Issuer Trustee will, however,
        retain all Collections received in connection with that Housing Loan from the Cut-Off Date specified in
        the Letter of Offer in relation to the Housing Loan to the date of delivery of the notice. Adelaide Bank as
        Seller must pay to the Issuer Trustee the principal amount of, and interest accrued but unraised under the
        Housing Loan, as at the date of delivery of the relevant notices, by or on the day that Housing Loan ceases
        to form part of the Series Trust.

        During the Prescribed Period, the Issuer Trustee's sole remedy for any of the representations or warranties
        being incorrect is the right to the above payment from Adelaide Bank and Adelaide Bank has no other
        liability for any loss or damage caused to the Issuer Trustee, any Noteholder or any other person, for any
        of the representations or warranties being incorrect.

        If the breach of a representation or warranty in relation to a Housing Loan is discovered after the last day
        for giving notices in the Prescribed Period, Adelaide Bank must pay damages to the Issuer Trustee which
        will be limited to the principal amount outstanding and any accrued but unraised interest and any
        outstanding fees in respect of the Housing Loans. The amount of the damages must be agreed between the
        Issuer Trustee and the Seller or, failing this, be determined by the Seller's external auditors.

6.1.6   Release or Substitution of Housing Loan Securities

        Under the Series Supplement, the Servicer is empowered in relation to each Housing Loan to, amongst
        other things, release or substitute any corresponding mortgage or collateral security appearing in the
        Seller's records as intending to secure the Housing Loan, as long as at least one mortgage secures the
        Housing Loan after the release or substitution, the relevant Mortgage Insurer confirms that the release or
        substitution will not result in a reduction of the amount recoverable under the related Mortgage Insurance
        Policy, the LVR of the Housing Loan after the release or substitution is no greater than the LVR of the
        Housing Loan at its approval date and the LVR of the Housing Loan after the release or substitution is no

                                                       57
        greater than the LVR of the Housing Loan immediately prior to the release or substitution unless
        otherwise permitted in accordance with the Servicing Guidelines.

6.1.7   Other Features of Housing Loans

        The Housing Loans have the following features.

        (a)       Interest is calculated daily and charged in arrears for all Housing Loans, with the exception of
                  unregulated (by the Consumer Credit Code) interest only term loans originated prior to April
                  2000, which have interest calculated monthly.

        (b)       Payments can be at any time. Payments are made by borrowers using a number of different
                  methods, including cash payments at branches, cheques, direct debit transfers via the internet or
                  telephone and automatic transfer.

6.1.8   Details of the Housing Loan Pool

        The information in the Annexure to this Offering Circular sets out in tabular format various details
        relating to the Housing Loans proposed to be sold to the Series Trust on the Closing Date. The
        information is provided by Adelaide Bank as of the commencement of business on 27 September 2006.

6.2     Adelaide Bank Residential Loan Programme

6.2.1   Origination Process

        The Housing Loans to be assigned to the Series Trust comprise a portfolio of variable and fixed rate
        loans.

        Adelaide Bank sources its housing loans through two main channels:

        (a)       directly in South Australia through its branch network, mobile lenders, call centre and its web
                  site; and

        (b)       via an Australia-wide network of third-party mortgage introducers.

        Adelaide Bank deals with two types of introducers: mortgage managers and mortgage brokers.

        Mortgage managers account for approximately 55% of Adelaide Bank's business. They both source and
        manage housing loans on Adelaide Bank's behalf, but do so under their own brands. Under this model,
        limited authority to assess and approve housing loans up to specific amounts and within designated LTV
        and policy criteria is provided, along with the systems and processes to facilitate the ongoing management
        of the account. Housing loans are processed via Adelaide Bank's proprietary credit decision making
        software and within designated authorities. A comprehensive audit and compliance program, including
        on-site file reviews, supports the controls provided by the assessment software.

        Mortgage brokers provide 35% of Adelaide Bank's new housing loans and submit business to the Bank on
        behalf of their clients. Brokers have no credit or servicing responsibility. A comprehensive accreditation
        regime applies to both the broker head office and the individual loan-writer and risk and volume reporting
        is also available down to the individual level.

        The following sections describe the Adelaide Bank's current origination and underwriting process. The
        origination and underwriting process for housing loans is regularly reviewed by Adelaide Bank and may
        be changed from time to time.

6.2.2   Assessment Process

        When a housing loan application is received it is processed in accordance with Adelaide Bank's credit
        policies and approval procedures. These policies and procedures are monitored and are subject to
        continuous review by Adelaide Bank. All borrowers must satisfy Adelaide Bank's approval criteria
        described in this section. Borrowers may be natural persons, corporations or trustees of a trust. Housing


                                                      58
        loans to corporations and to trusts with a corporate trustee must be guaranteed by the directors of the
        corporation.

        All housing loan applications are processed through Adelaide Bank’s automated credit decision system.
        The credit decision system automatically and consistently applies Adelaide Bank’s credit assessment
        policy and credit scoring rules. The policy and credit scoring rules are based on, amongst other factors,
        historical performance data of Adelaide Bank’s housing loan portfolio.

        The credit decision system identifies loan applications with particular characteristics for review by senior
        officers with extensive credit experience. Lending authority approval limits and restrictions are also
        contained in the credit decisions system. It is utilised by both Adelaide Bank staff and third party
        mortgage managers.

        Officers of Adelaide Bank and selected officers employed by Adelaide Bank's third party mortgage
        originators are issued a lending authority. This lending authority specifies the maximum loan amount the
        officer is able to approve and the policy criteria, such as security type and location, LVR serviceability
        ratios. The level of delegated lending authority issued is based upon the officers' level of training and
        lending experience. All delegated authorities are overseen and supervised by Adelaide Bank's internal
        credit unit. Subject to the arrangements referred to in the previous paragraph, housing loans submitted by
        third party mortgage originators who do not have a delegated lending authority are subject to assessment
        and approval by an officer of Adelaide Bank.

        The housing loan assessment process includes verifying the borrower's application details, assessing their
        creditworthiness, their ability to service the proposed housing loan and determining the value and
        suitability of the mortgaged properties.

6.2.3   Verification of application details

        The verification process involves borrowers providing proof of identity and evidence of sustainable
        income. For an employed applicant, it includes confirming employment and income levels by way of the
        following: recent pay slips, group certificate, tax assessments, or a letter from the employer. For a self-
        employed or corporate applicant it includes checking the income tax return for the individual or the last 2
        years profit and loss statements and income tax returns for the individual.

        The external credit check through Baycorp Advantage is undertaken for all borrowers. The credit history
        of any existing borrowings from Adelaide Bank is also checked. Where companies are involved in the
        borrowing a company search is also conducted via ASIC.

        Where the applicant is applying for a housing loan to assist in purchasing a property, confirmation is
        obtained that the borrower has sufficient funds available to cover the costs of purchase in excess of the
        borrowed amount.

        Where applicants are refinancing debts from another financial institution, satisfactory conduct of these
        loans must be verified by obtaining supporting documentation which includes the last 6 months loan
        statements if the LVR is greater than 80%. If the LVR is less than 80%, the most recent 3 month
        statements of the loans being refinanced will suffice.

6.2.4   Assessing ability to repay

        The applicant must disclose all financial commitments. An assessment is made of the applicants ability to
        repay the housing loan using the automated credit decision system and is primarily based on the
        applicant's net surplus income that is available to service all their financial commitments. In addition,
        other factors identified while verifying the applicant's income, savings or credit history are considered.

6.2.5   Valuation of mortgaged property

        The value of a mortgaged property in relation to housing loans is determined by one of the following
        methods. Where more than one mortgaged property is offered as security the sum of the valuations for
        each mortgaged property is assessed against the housing loan amount sought and in determining the LVR.




                                                       59
        (a)       Valuation by a qualified professional valuer

                  Full valuations by an internal API qualified valuer of Adelaide Bank or a API qualified and
                  approved external valuer are carried out in the majority of circumstances.

        (b)       Valuation based on purchase contract

                  In specific circumstances where the mortgaged property is being purchased, the purchase price
                  stated in a purchase contract may be used in valuing a mortgaged property. Criteria regarding
                  maximum LVR, property type, location and maximum loan size must be met. The purchase
                  contract must be made on a bona fide arms length basis which is verified by lending officers at
                  the time of application.

        (c)       Valuation by rate notice

                  If the mortgaged property is situated in South Australia, the value of the mortgaged property
                  specified in a local government rates notice (that is, generally, the improved value of the land
                  assessed by a government valuer) may be used. Criteria regarding maximum LVR, property
                  type, location and maximum loan size must be met.

6.2.6   Loan Approval

        Loan approval may be given provided the application passes the credit decision process and the security
        property meets the criteria in terms of suitability and location. Approval may only be given by select
        officers for loans that fall within their delegated authority.

6.2.7   Loan Documentation

        Once approved, a formal loan offer and associated security documentation are provided to the applicant
        for execution. After execution, the documentation is returned to the documentation unit which, based on
        satisfactory evidence that all pre-conditions to the loan have been met including evidence of appropriate
        level of building insurance noting Adelaide Bank as mortgagee, authorises the advance of the housing
        loan. For non-South Australian originated loans, a solicitor selected from a panel of solicitors approved
        by Adelaide Bank, attends to Adelaide Bank's requirements. The solicitor must issue a certificate
        confirming compliance with Adelaide Bank's criteria before the settlement unit authorises the advance of
        the housing loan.

6.3     Adelaide Bank's Product Types

6.3.1   Housing Loan Types

        (a)       Standard Housing Loans

                  Adelaide Bank's Standard Housing Loans are charged a variable rate of interest which is an
                  administered rate determined from time to time by Adelaide Bank (and which is not linked to
                  any other variable rates in the market but which may fluctuate with market conditions).
                  Standard Housing Loans may be amortising loans for a maximum period of 30 years or, for
                  some Standard Housing Loan products, may be non-amortising loans for an initial period of up
                  to 10 years, after which the loan will convert to a fully amortising loan, amortising over a
                  remaining maximum period of up to 20 years. Borrowers may switch to a fixed interest rate at
                  any time as described below in "Switching Interest Rates." Some of the Housing Loans will be
                  subject to fixed rates for different periods at the time they are assigned to the Trustee.

        (b)       Line of Credit Loans

                  Adelaide Bank's Line of Credit Loans are loans that provide the borrower with an approved
                  maximum level of credit up to which the borrower may draw upon from time to time. These
                  types of loans have a variable interest rate which is not linked to the variable rate for Adelaide
                  Bank's Standard Housing Loans and which may fluctuate independently of this and other
                  standard variable rates in the market. Line of Credit Loans may be amortising loans for a
                  period of 25 years or may be non-amortising loans for an initial period of up to 10 years after

                                                      60
                  which the loan will convert to a fully amortising loan, amortising over a remaining maximum
                  period of 15 years.

6.3.2   Housing Loan Features

        Each Housing Loan may have some or all of the features described in this section. In addition, during the
        term of any Housing Loan, Adelaide Bank may agree to change any of the terms of that Housing Loan
        from time to time at the request of the borrower.

        (a)       Introductory Rate

                  Adelaide Bank offers housing loans with concessional introductory rates for periods of up to 1
                  year, during which the rate is less than that normally charged. This lower rate is either a fixed
                  rate or a variable rate. At the expiry of the concessional period, the rate will revert to the usual
                  variable rate for Standard Housing Loans or Line of Credit Loans, as applicable (unless the
                  borrower switches to a fixed rate as described below).

        (b)       Switching Interest Rates

                  Borrowers under Standard Housing Loans may elect for a fixed rate, as determined by Adelaide
                  Bank, to apply to their housing loan for a period of up to 5 years. These housing loans convert
                  to the usual variable interest rate for Standard Housing Loans, at the end of the agreed fixed
                  rate period unless the borrower elects, in the case of a Standard Housing Loan, to fix the
                  interest rate for a further period.

                  Any variable rate loan converting to a fixed rate loan will automatically be matched by an
                  increase in the notional amount of the Fixed Rate Swap to hedge the fixed rate exposure.

        (c)       Substitution of Security

                  A borrower may apply to the Servicer to achieve the following:

                  (i)        substitute a different mortgaged property in place of the existing mortgaged property
                             securing a Housing Loan; or

                  (ii)       release a mortgaged property from a mortgage.

                  If the Servicer's credit criteria are satisfied and another property is substituted for the existing
                  security for the Housing Loan, the mortgage which secures the existing Housing Loan may be
                  discharged without the borrower being required to repay the Housing Loan. The Servicer must
                  obtain the consent of any relevant Mortgage Insurer to the substitution of security or a release
                  of a mortgage where this is required by the terms of a Mortgage Insurance Policy.

        (d)       Redraws, Lines of Credit and Further Advances

                  Each of the Housing Loans allows the borrower to redraw principal repayments, made in
                  excess of scheduled principal repayments. In the case of Standard Housing Loans, redraws
                  must be for at least A$500 per transaction. Adelaide Bank can withdraw the right of redraw at
                  anytime.

                  In the case of Line of Credit Loans, the borrower is entitled to redraw all principal
                  prepayments, and also to make a drawing on any available credit to the approved limit which
                  has not previously been drawn down on the Line of Credit Loan, without the consent of
                  Adelaide Bank. While a Line of Credit Loan is in an interest only period, this will allow the
                  borrower to make drawings up to the approved limit of the Line of Credit Loans. Some of the
                  Standard Housing Loans and the Line of Credit Loans will have available redraws and, in the
                  case of Line of Credit Loans, available undrawn credit, at the time they are assigned to the
                  Issuer Trustee.




                                                        61
      The borrower may be required to pay a fee to Adelaide Bank in connection with a redraw. A
      redraw or a drawing up to the approved limit of a Line of Credit Loan will not result in the
      related Housing Loan being removed from the Series Trust.

      In addition, Adelaide Bank may agree to make a further advance to a borrower under the terms
      of a Housing Loan. Where a further advance does not result in the previous scheduled principal
      balance of the Housing Loan being exceeded by more than one scheduled monthly instalment,
      the further advance will not result in the Housing Loan being removed from the Series Trust.
      Where a further advance does result in the previous scheduled principal balance of the Housing
      Loan being exceeded by more than one scheduled monthly instalment, Adelaide Bank must pay
      to the Series Trust the principal balance of the Housing Loan and accrued and unpaid interest
      and fees on the Housing Loan. If this occurs the Housing Loan will be treated as being repaid
      and will cease to be an Asset of the Series Trust.

      A further advance to a borrower may also be made under the terms of another loan or as a new
      loan. These loans may share the same security as a Housing Loan assigned to the Series Trust
      but will be subordinated to the Housing Loan upon the enforcement of any security recorded as
      securing the Housing Loan in the Seller's records.

(e)   Payment Holiday

      A borrower may be allowed a payment holiday for an agreed period of time on a Standard
      Housing Loan, where the borrower has prepaid principal, or, in the case of a Line of Credit
      Loan, has available credit not drawn. In the case of a Line of Credit Loan, payment holidays
      may be allowed on an amortising or interest only unregulated Line of Credit Loan without the
      consent of Adelaide Bank, providing the Line of Credit Loan has available credit not drawn.
      The effect of a prepayment of principal is to create a difference between the outstanding
      principal balance of the loan and the scheduled principal balance of the Housing Loan. During
      the payment holiday the borrower is not required to make any payments, including payments of
      interest, until the outstanding principal balance of the Housing Loan plus unpaid interest equals
      the scheduled principal balance. The failure by the borrower to make payments during a
      payment holiday will not cause the related Housing Loan to be considered delinquent.

(f)   Early Repayment

      A borrower may incur break fees on a variable rate Housing Loan if the Housing Loan started
      on a concessional introductory rate and the full amount of the Housing Loan is repaid within 3
      years of settlement.

      A borrower may incur break fees if an early repayment or partial prepayment of principal
      occurs on a fixed rate Housing Loan. However, at present fixed rate loans allow for early
      repayment by the borrower of up to A$20,000 in any 12 month period without any break fees
      or break benefits being applicable.

      A borrower may incur break fees on an unregulated Housing Loan if the loan is prepaid at any
      other time.

(g)   Combination or "Split" Housing Loans

      A borrower may elect to split a Housing Loan into separate funding portions which may,
      among other things, be subject to different types of interest rates. Each part of the Housing
      Loan is effectively a separate loan contract, even though all the separate loans are secured by
      the same mortgage.

(h)   Interest Offset

      Adelaide Bank offers borrowers an interest offset home loan product under which the interest
      accrued on the borrower's deposit funds is offset against interest accrued on the outstanding
      loan amount. Adelaide Bank does not actually pay interest to the borrower on the offset
      portion of the Home Loan, but instead reduces the amount of interest which is payable by the
      borrower on the loan portion. The borrower continues to make the scheduled mortgage

                                          62
                   payment with the result being that the amount allocated to principal is increased by the amount
                   of interest offset. Adelaide Bank will pay to the Series Trust the aggregate of all interest
                   amounts offset. These amounts will constitute Total Investor Revenues for the relevant period.
                    As the offset portion and the loan portion as parts of one home loan, they are in the same
                   names. In the event of a default deposit funds can be used to reduce the amount outstanding on
                   the loan portion.

                   If, following a Perfection of Title Event, the Issuer Trustee obtains legal title to a Housing
                   Loan, Adelaide Bank will no longer be able to offer an interest offset arrangement for that
                   Housing Loan.

6.3.3   Additional Features

        Adelaide Bank may from time to time offer additional features in relation to a Housing Loan which are
        not described in the preceding section or may cease to offer features that have been previously offered and
        may add, remove or vary any fees or other conditions applicable to such features.

6.4     Servicing of the Housing Loans

6.4.1   The Servicer

        Under the Series Supplement, Adelaide Bank will be appointed as the initial Servicer of the Housing
        Loans. The day to day servicing of the Housing Loans will be performed by the Servicer at Adelaide
        Bank's loan processing centre, presently located in Adelaide, and at Adelaide Bank's retail branches and
        telephone banking and marketing centres. Servicing procedures undertaken by the processing centre
        include full and partial loan security discharges, loan security substitutions, consents for subsequent
        mortgages, subdivisions, progress payments and arrears management. Customer enquiries are dealt with
        by the retail branches and telephone banking and marketing centres. Adelaide Bank delegates some of its
        servicing obligations in respect of non-South Australian Housing Loans to third party mortgage
        originators. In general, such mortgage originators will be the primary person responsible for dealing with
        borrowers for Housing Loans originated by them.

6.4.2   Appointment and Obligations of Servicer

        The Servicer is required to administer the Housing Loans in the following manner:

        (a)        in accordance with the Series Supplement;

        (b)        in accordance with the Servicer's procedures manual and policies as they apply to those
                   Housing Loans, which are under regular review and may change from time to time in
                   accordance with business judgment and changes to legislation and guidelines established by
                   relevant regulatory bodies; and

        (c)        to the extent not covered by the preceding paragraphs, in accordance with the standards and
                   practices of a prudent lender in the business of originating and servicing retail home loans.

        The Servicer's actions in servicing the Housing Loans are binding on the Issuer Trustee, whether or not
        such actions are in accordance with the Servicer's obligations. The Servicer is entitled to delegate its
        duties under the Series Supplement; however, it must not delegate a material part of its duties. The
        Servicer at all times remains liable for the acts or omissions of any delegate to the extent that those acts or
        omissions constitute a breach of the Servicer's obligations.

6.4.3   Powers of Servicer

        The function of servicing the Housing Loans is vested in the Servicer and it is entitled to service the
        Housing Loans to the exclusion of the Issuer Trustee. The Servicer has a number of express powers,
        which include the power:

        (a)        to release a borrower from any amount owing where the Servicer has written-off or determined
                   to write-off that amount, where it is required to do so by a court or other binding authority or to


                                                        63
                  release an obligation of a borrower in relation to a Mortgagor Break Cost prior to the Novation
                  Date;

        (b)       subject to the preceding paragraph to vary, extend or relax the time to maturity, terms of
                  repayment or any right in respect of the Housing Loans and their securities, except that the
                  Servicer may not increase the term of a Housing Loan beyond 30 years from its settlement date
                  unless required to do so by a court or other binding authority;

        (c)       to release or substitute any security for a Housing Loan as described in Section 6.1.6;

        (d)       to consent to subsequent securities over a mortgaged property for a Housing Loan, provided
                  that the security for the Housing Loan retains priority over any subsequent security for at least
                  the principal amount and accrued and unpaid interest on the Housing Loan plus any extra
                  amount determined in accordance with the Servicer's procedures manual and policies;

        (e)       to institute litigation to recover amounts owing under a Housing Loan, but it is not required to
                  do so if, based on advice from internal or external legal counsel, it believes that the Housing
                  Loan is unenforceable or such proceedings would be uneconomical;

        (f)       to take other enforcement action in relation to a Housing Loan as it determines should be taken;
                  and

        (g)       to compromise, compound or settle any claim in respect of a Mortgage Insurance Policy or a
                  general insurance policy in relation to a Housing Loan or a mortgaged property for a Housing
                  Loan.

6.4.4   Undertakings by the Servicer

        The Servicer has undertaken, among other things, the following:

        (a)       upon being directed by the Issuer Trustee following a Perfection of Title Event, it will promptly
                  take all action required or permitted by law to assist the Issuer Trustee and the Trust Manager
                  to perfect the Issuer Trustee's legal title to the Housing Loans and related securities or to assist
                  any newly appointed Servicer to service the Housing Loans and related securities;

        (b)       to comply with its obligations under each Mortgage Insurance Policy;

        (c)       it will notify the Issuer Trustee if it becomes actually aware of the occurrence of any Servicer
                  Default or Perfection of Title Event;

        (d)       it will obtain and maintain all authorisations, filings and registrations necessary to properly
                  service the Housing Loans; and

        (e)       subject to the provisions of the Privacy Act and its duty of confidentiality to its clients, it will
                  promptly make available to the Trust Manager, the auditor of the trust and the Issuer Trustee
                  such written and oral information as any of them reasonably requires (after giving reasonable
                  notice to the Servicer) with respect to all matters in the possession of the Servicer in respect of
                  the activities of the Servicer to which the Series Supplement relates.

6.4.5   Administer Interest Rates

        The Servicer must set the interest rates to be charged on the variable rate Housing Loans and the monthly
        instalment to be paid in relation to each Housing Loan. Subject to the next paragraph, while Adelaide
        Bank is the Servicer, it must charge the same interest rates on the variable rate Housing Loans in the pool
        as it does for Housing Loans of the same product type which have not been assigned to the Issuer Trustee.

        If the Basis Swap has terminated while any Notes are outstanding then, unless the Issuer Trustee has
        entered into a replacement Basis Swap or other arrangements which the Ratings Agencies have confirmed
        will not result in a reduction, qualification or withdrawal of the credit ratings assigned to the Notes, the
        Servicer must, subject to applicable laws, adjust the rates at which interest set-off benefits are calculated
        under the Interest Off-Set Accounts to rates which produce an amount of income which is sufficient to

                                                       64
        ensure that the Issuer Trustee has sufficient funds to comply with its obligations under the Transaction
        Documents as they fall due. If rates at which such interest set-off benefits are calculated have been
        reduced to zero and the amount of income produced by the reduction of the rates on the Interest Off-Set
        Accounts is not sufficient, the Servicer must ensure that the weighted average of the variable rates
        charged on the Housing Loans is sufficient, subject to applicable laws, including the Consumer Credit
        Code, assuming that all relevant parties comply with their obligations under the Housing Loans and the
        Transaction Documents, to ensure that Issuer Trustee has sufficient funds to comply with its obligations
        under the Transaction Documents as they fall due.

6.4.6   Collections

        The Servicer will receive Collections on the Housing Loans from borrowers. The Servicer must deposit
        any Collections into the Collections Account within 2 Business Days following its receipt. The
        Collections Account is permitted to be maintained with the Servicer if:

        (a)       the Servicer is an Eligible Depository; or

        (b)       the Servicer is not an Eligible Depository but the Servicer's obligations are supported by a
                  standby guarantee or such other arrangements which the Ratings Agencies confirm in writing
                  will not result in a reduction, qualification or withdrawal of the credit ratings then assigned by
                  them to the Notes.

        In either case if the Collections Account is maintained with the Servicer, the Servicer may retain the
        Collections until 10:00am on the day which is 1 Business Day before the Distribution Date following the
        end of the Monthly Period.

        After the applicable period referred to above, the Servicer must deposit the Collections into the
        Collections Account.

        If Collections are retained by the Servicer for any period of time after their receipt, the Servicer may
        retain any interest and other income derived from those Collections but must no later than the day which
        is 1 Business Day before the Distribution Date following the end of the relevant Monthly Period deposit
        interest on the Collections retained equal to the interest that would have been earned on the Collections if
        they had been deposited in the Collections Account on the day of their receipt by the Servicer. This
        interest is not payable if:

        (a)       the Trust Manager determines on the immediately preceding Determination Date that an
                  amount is to be paid to the Income Unitholder on the following Distribution Date; and

        (b)       an Insolvency Event does not exist in relation to the Servicer.

6.4.7   Collection and Enforcement Procedures

        Pursuant to the terms of the Housing Loans, borrowers must make the minimum repayment due under the
        terms and conditions of the Housing Loans, on or before each monthly instalment due date. A borrower
        may elect to make his or her repayments by several payments during a month so long as the equivalent of
        the minimum monthly repayment is received on or before the monthly instalment due date. Payments can
        be made in any manner acceptable to Adelaide Bank including by cash or cheque through Adelaide
        Bank’s branches or via direct debit from a customer’s nominated account and posted to each Housing
        Loan account on the day of receipt.

        Adelaide Bank credits repayments to an individual Housing Loan on the date of its receipt. Payments
        made by cheque may be reversed if the cheque is subsequently dishonoured. Interest is accrued daily on
        the balance outstanding after close of business (except in the use of certain unregulated loans originated
        prior to April, 2000 for which interest is calculated monthly) and charged monthly to each relevant
        Housing Loan account.

        A Housing Loan is subject to action in relation to arrears of payment whenever the monthly repayment is
        not paid by the monthly instalment due date and, in the case of a Line of Credit, if the balance outstanding
        exceeds the approved limit. However, borrowers may prepay amounts which are additional to their
        required monthly repayments to build up a "credit buffer," being the difference between the total amount

                                                       65
        paid by them and the total of the monthly repayments required to be made by them. If a borrower
        subsequently fails to make some or all of a required monthly repayment, the servicing system will apply
        the amount not paid against the credit buffer until the total amount of missed payments exceeds the credit
        buffer. The Housing Loan will be considered to be arrears only in relation to that excess.

        Adelaide Bank's collections system inspects all accounts managed by Adelaide Bank which are in arrears
        and records these loans for action and follow up. Accounts managed by third party mortgage managers
        are actioned via daily arrears reports and delivered via an Extranet site. Adelaide Bank reviews files
        greater than 2 months in arrears on a continual basis.

        Actions taken by Adelaide Bank in relation to delinquent accounts will vary depending on a number of
        elements, including the following and, if applicable, with the input of a Mortgage Insurer:

        •         arrears history;

        •         equity in the property; and

        •         arrangements made with the borrower to meet overdue payments.

        If satisfactory arrangements cannot be made to rectify a delinquent Housing Loan, legal notices are issued
        and recovery action is initiated by Adelaide Bank. This includes, if Adelaide Bank obtains possession of
        the mortgaged property, ensuring that the mortgaged property supporting the Housing Loan still has
        adequate general home owner's insurance and that the upkeep of the mortgaged property is maintained.
        Recovery action for both Adelaide Bank originated and third party originated loans are overseen by
        collections staff at Adelaide Bank in conjunction with appointed legal advisors. A number of sources of
        recovery are pursued including the following:

        •         voluntary sale by the mortgagor;

        •         payment arrangements negotiated with borrower/s and/or any guarantors;

        •         mortgagee sale; and

        •         claims on mortgage insurance.

        It should be noted that Adelaide Bank reports all actions that it takes on overdue Housing Loans to the
        relevant Mortgage Insurer where required in accordance with the terms of the Mortgage Insurance
        Policies.

6.4.8   Collection and Enforcement Process

        Borrowers are notified by mail when their loan falls A$100 or more into arrears. Reminder letters are
        sent to borrowers in respect of standard housing loans at 5 days arrears and again at 14 days arrears.
        Reminder letters are sent to borrowers in respect of Line of Credit Loans at 7 days arrears and again at 14
        days arrears. Loans managed by mortgage originators which are in arrears receive the same reminder
        letters. Mortgage managers have access to the Adelaide Bank extranet system to review arrears and it is
        expected that they make initial contact with customers within 7 days of the account falling into arrears.
        The Extranet system also provides the mortgage manager with templates for letters to be sent by them to
        borrowers beyond 14 days. If a mortgage managed loan is in arrears beyond 60 days, then either an
        arrangement must be in place, or legal proceedings are to be initiated. Adelaide Bank collections officers
        oversee and consent to the appropriate action to be taken by the mortgage manager.

        In the case of loans regulated by the Australian Consumer Credit Code a default letter is issued after 14
        days delinquency. For South Australian loans this letter also serves as a statutory default notice, advising
        the borrower that if the matter is not rectified within a period of 30 days, Adelaide Bank is entitled to
        commence enforcement proceeding without further notice. In other states a statutory default notice
        serving the same purpose is issued approximately 30 days after the default letter. In the case of
        unregulated loans a notice of demand is issued after two missed payments and the statutory default notice
        is issued 10 days after this.



                                                       66
        Once the statutory default notice has expired, if the property is vacant, then Adelaide Bank can take
        immediate possession of property; if the property is occupied then Adelaide Bank must continue legal
        action through the courts to obtain an order of possession in the Supreme Court and then a warrant of
        possession whereby the Sheriff will set an eviction date. An appraisal and valuations are obtained and a
        reserve price/listing price is set for sale by way of auction or private treaty. These time frames assume
        that the borrower has either taken no action or has not honoured any commitments made in relation to the
        delinquency to the satisfaction of the Adelaide Bank and the Mortgage Insurers.

        It should be also noted that the mortgagee's ability to exercise its power of sale on the mortgaged property
        is dependent upon the statutory restrictions of the relevant state or territory as to notice requirements. In
        addition, there may be factors outside the control of the mortgagee such as whether the mortgagor
        contests the sale and the market conditions at the time of sale. These issues may affect the length of time
        between the decision of the mortgagee to exercise its power of sale and final completion of the sale.

        The collection and enforcement procedures may change from time to time in accordance with business
        judgement and changes to legislation and guidelines established by the relevant regulatory bodies.

6.4.9   Servicer Delinquency Experience

        The following table summarises the delinquency and loss experience of Adelaide Bank's housing loan
        portfolio. All housing loans were originated and are serviced by Adelaide Bank or a third party mortgage
        originator.

           Total Housing Loans portfolio managed by Adelaide Bank
                              Dec 31,    Dec 31,       Dec 31,       Dec 31,        Dec 31,       Dec 31,       Aug 31,
                               2000       2001          2002          2003           2004          2005          2006
           Outstanding
           Balance (A$m)      5,468.52   6,397.36     7,612.62       9,516.48      12,640.37     15,318.89     16,773.37
           Number        of
           Loans              67,597     73,951       79,464          85,272         94,648       101,144       104,857


           %ARREARS
           BY NUMBER
           60-89 days          0.18%      0.17%        0.14%         0.12%          0.13%         0.20%         0.16%
           90-119 days         0.07%      0.08%        0.17%*        0.06%          0.04%         0.08%         0.08%
           120+ days           0.13%      0.11%        0.00%*        0.12%          0.09%         0.21%         0.27%
           TOTAL               0.39%      0.36%        0.31%         0.30%          0.26%         0.49%         0.51%


           % ARREARS
           BY BALANCE
           60-89 days          0.23%      0.27%        0.21%         0.16%          0.22%         0.35%         0.28%
           90-119 days         0.09%      0.11%        0.24%*        0.08%          0.07%         0.16%         0.15%
           120+ days           0.22%      0.17%        0.00%*        0.17%          0.14%         0.44%         0.60%
           TOTAL               0.55%      0.55%        0.45%         0.41%          0.43%         0.95%         1.03%


                                                                                                                 2006
                               2000       2001          2002          2003           2004          2005          YTD
           Bad and
           Doubtful Debts
           Expense (A$m)       0.16       0.059         0.156         0.312         1.304          2.303         3.593


           * For Dec 2002, % of housing loans which are 120 days + in arrears are included in the % of housing
             loans which are 90+ days in arrears.

         Adelaide Bank is the source of the information in the above table. Bad and Doubtful Debts Expense for
         each period are net of recoveries including claims under mortgage insurance policies.

         The Servicer does not have available details of its foreclosure experience. It is the Servicer's policy on

                                                       67
          enforcement of a housing loan to enter into possession of the mortgaged property as mortgagee in
          possession rather than to foreclose on the mortgage. The Servicer keeps details of its mortgagee in
          possession files for housing loans.

          There can be no assurance that the delinquency and loss experience with respect to the housing loans
          comprising the Housing Loan Pool will correspond to the delinquency and loss experience of the
          Servicer's housing loan portfolio set forth in the foregoing table. The statistics shown in the preceding
          table represent the delinquency and loss experience for the total housing loan portfolio for each of the
          years presented, whereas the aggregate delinquency and loss experience on the Housing Loans will
          depend on the results obtained over the life of the Housing Loan Pool. In addition, the foregoing
          statistics include housing loans with a variety of payment and other characteristics that many not
          correspond to those of the Housing Loans comprising the Housing Loan Pool. Moreover, if the
          residential real estate market should experience an overall decline in property values such that the
          principal balances of the Housing Loans comprising the Housing Loan Pool become equal to or greater
          than the value of the related mortgaged properties, the actual rates of delinquencies and losses could be
          significantly higher than those previously experienced by the Servicer. In addition, adverse economic
          conditions, which may or may not affect real property values, may affect the timely payment by
          borrowers of scheduled payments of principal and interest on the Housing Loans and, accordingly, the
          rates of delinquencies, bankruptcies and losses with respect to the Housing Loan Pool. Noteholders
          should note that Australia experienced a period of relatively low and stable interest rates during the
          period covered in the preceding tables. If interest rates were to rise significantly, it is likely that the rate
          of delinquencies and losses would increase.

6.4.10   Consequences of Further Advances by the Seller

         Under the terms and conditions of each Housing Loan, the Seller may, in its discretion and subject to its
         credit review process, make an advance to a mortgagor after the Cut-Off Date for that Housing Loan (a
         "Further Advance").

         If the Seller makes a Further Advance and opens a separate account in its records in relation to that
         Further Advance, then the Further Advance will be an Other Loan, and will be held by the Issuer Trustee
         for the Seller as trustee of the AB Trust.

         If the Seller makes a Further Advance which it records as a debit to the account in its records for an
         existing Housing Loan and which does not lead to an increase in the Scheduled Balance of that Housing
         Loan by more than 1 scheduled monthly instalment, the Further Advance is treated as an advance made
         pursuant to the terms of the relevant Housing Loan (each a "Redraw") and the rights to repayment will
         be an amount due under the Housing Loan and will form part of the Assets of the Series Trust. The term
         "Redraw" includes a Further Advance made on a Line of Credit Loan of the undrawn portion of that loan.
          On each Distribution Date the Seller will then look to the Issuer Trustee for reimbursement of Redraws
         made during the previous Monthly Period.

         If the Seller makes a Further Advance which it records as a debit to the account in its records for an
         existing Housing Loan and which leads to an increase in the Scheduled Balance by more than 1 scheduled
         monthly instalment, the Housing Loan and its related securities will no longer form part of the Assets of
         the Series Trust. In return the Seller must pay the Issuer Trustee the principal amount (before the Further
         Advance) of, and accrued but unpaid interest on, the Housing Loan.

6.4.11   Repayment of a Housing Loan

         If a Housing Loan is repaid in full, the remaining interest (if any) in the Housing Loan and its related
         securities will no longer form part of the Assets of the Series Trust. However, if any related securities
         also secure other existing Housing Loans, the Issuer Trustee will continue to hold the related securities
         until repayment of those other Housing Loans.

6.4.12   Clean-Up Offer

         If either:




                                                          68
         (a)        on a Quarterly Distribution Date, the aggregate A$ Equivalent of the Stated Amount of all
                    Notes is, or is expected to be, less than 10 per cent. of the aggregate A$ Equivalent of the
                    Invested Amount of all Notes on the Issue Date; or

         (b)        the next Distribution Date is the Call Date under the Euro Note Conditions or an event referred
                    to in Condition 7.3 of the Euro Note Conditions has occurred (and the Seller has obtained the
                    approval of the Australian Prudential Regulation Authority),

         then the Trust Manager must give the Seller notice to that effect. Upon receipt of such a notice, the Seller
         may elect to exercise its rights to have the Issuer Trustee extinguish in favour of the Seller its entire right,
         title and interest in the Housing Loans and related securities in return for payment by the Seller to the
         Issuer Trustee of the Clean-Up Settlement Price on that Quarterly Distribution Date or the next Quarterly
         Distribution Date. The Issuer Trustee's entire right, title and interest in the Housing Loans and related
         securities will be extinguished with effect from the end of the last day of the Monthly Period which ended
         prior to the payment of the Clean-Up Settlement Price by the Seller.

         The payment by the Issuer Trustee to Noteholders on the Quarterly Distribution Date following payment
         by the Seller of the Clean-Up Settlement Price will be in full and final redemption of the Notes, regardless
         of any unreimbursed Charge-Offs. However, if the Clean-Up Settlement Price is insufficient to ensure
         Noteholders will receive the aggregate of the Stated Amount of the Notes and Interest payable on the
         Notes, then the exercise of the Seller's rights as described in the preceding paragraph will be conditional
         upon an Extraordinary Resolution of Noteholders approving the Clean-Up Settlement Price.

6.4.13   Clean-Up Collateral

         If:

         (a)        the event referred to in Section 6.4.12(a) occur; and

         (b)        the Seller has not elected to exercise its rights as described in Section 6.4.12 above,

         then the Issuer Trustee is required (at the direction of the Trust Manager) to open a Clean-Up Account by
         the following Distribution Date with an Eligible Depository and to deduct an amount equal to the Clean-
         Up Collateral Amount from (but only to the extent of) the amount otherwise payable to the Income
         Unitholder on the next following Distribution Date (see Section 7.4.5). The amount so deducted must then
         be deposited by the Issuer Trustee into the Clean-Up Account.

         The Issuer Trustee may only apply (at the direction of the Trust Manager) the funds standing to the credit
         of the Clean-Up Account to fund any out of pocket expenses incurred by the Issuer Trustee which are not
         Total Expenses. The balance of the Clean-Up Account (if any) must be repaid to the Income Unitholder
         on the earliest of the exercise by the Seller of its rights described in Section 6.4.12, the redemption of the
         Notes and the Termination Date of the Series Trust.

6.4.14   Noting Interest on Property Insurance

         Following the Closing Date for each Housing Loan, the Servicer must either:

         (a)        ensure that when each insurance policy which forms part of the Assets of the Series Trust is
                    renewed, it is noted on the insurance policy that the Seller's interest as mortgagee includes its
                    assigns (whether legal or equitable) or such other form of wording as the Issuer Trustee and the
                    Trust Manager approve; or

         (b)        take such other approach as is approved by the Issuer Trustee, the Trust Manager and the
                    Ratings Agencies.




                                                          69
7.    CASH FLOW ALLOCATION METHODOLOGY

7.1   Principles Underlying the Allocation of Cash Flows

      This Section 7 describes the methodology for the calculation of the amounts to be paid by the Issuer
      Trustee on each Distribution Date to, amongst others, the Noteholders.

      In summary, the Series Supplement provides for Collections to be allocated and paid on a monthly basis,
      in accordance with a set order of priorities, to satisfy the Issuer Trustee's payment obligations in relation
      to the Series Trust. The underlying cash flows comprising the Collections are explained in Section 7.3.
      The methodology for allocating Collections between Interest on the Notes and other charges, on the one
      hand, and principal, on the other, are explained in Sections 7.4 and 7.5.

      The calculation of the various amounts payable on each Distribution Date and the priority in which these
      amounts are paid are also explained in Sections 7.4 and 7.5.

      In certain circumstances the principal amount of the Notes can be reduced by way of Charge-Off. This is
      explained in Section 7.6.

7.2   Monthly Periods, Determination Dates and Distribution Dates

      The distribution of Collections operates on a deferred basis. The Collections in respect of each Monthly
      Period are paid or allocated by the Issuer Trustee towards Series Trust Expenses and to, amongst other
      creditors of the Series Trust, the Class A-1 Noteholders (through the Currency Swap Provider) and the
      Domestic Noteholders on the following Distribution Date. All necessary calculations for this purpose are
      made by the Trust Manager no later than the Determination Date after the end of each Monthly Period.
      Available funds are then transferred to the Collections Account (if not already credited to the Collections
      Account) on the Transfer Date, for utilisation by the Trustee on the following Distribution Date.

      The following sets out an example of a series of relevant dates and periods for the allocation of cash flows
      and their payments. All dates other than the Note Interest Determination Date and the first and last day of
      each Monthly Period are assumed to be Business Days. The Note Interest Determination Date is assumed
      to be the 2nd TARGET Settlement Day before the beginning of the Monthly Period in relation to the
      Class A-1 Notes.

        1 June to 30 June (inclusive)                         Monthly Periods
        1 July to 31 July (inclusive)
        1 August to 31 August (inclusive)

        14 June to 13 July (inclusive)                        Interest Periods (Class A-2 and
        14 July to 13 August (inclusive)                      Class B Notes)
        14 August to 13 September (inclusive)

        14 June to 13 September (inclusive)                   Interest Period (Class A-1 Notes)

        11 July, 11 August and 11 September                   Determination Dates (Class A-2
                                                              Notes and Class B Notes)

        11 September                                          Note Interest Determination Date
                                                              (Class A-1 Notes)

        14 July, 14 August and 14 September                   Distribution Dates (for payments
                                                              on Class A-2 Notes and Class B
                                                              Notes)

        14 September                                          Quarterly Distribution Date (for
                                                              payments on Class A-1 Notes)




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7.3     Underlying Cash Flows

7.3.1   Collections

        The Collections for a Monthly Period are the aggregate of the following amounts (without double
        counting) in respect of the Housing Loans:

        (a)      the sum of all amounts for which a credit entry is made during the Monthly Period to the
                 accounts established in the Servicer's records for the Housing Loans less the sum of the amount
                 of any credit entries to the accounts established in the Servicer's records for the Housing Loans
                 which relate to any Defaulted Amount on the Housing Loans during the Monthly Period and
                 the amount of any reversals to the accounts established in the Servicer's records for the Housing
                 Loans where the original credit entry (or part thereof) was made in error or was made but
                 subsequently reversed due to funds not being cleared;

        (b)      any Recoveries received by the Servicer in relation to the Housing Loans during the Monthly
                 Period (less any reversals made during the Monthly Period in respect of recoveries where the
                 original credit entry (or part thereof) was made in error or subsequently reversed due to funds
                 not being cleared);

        (c)      any amounts received by the Issuer Trustee from the Seller in respect of the Monthly Period
                 with respect to Housing Loans repurchased following the making of a Further Advance (see
                 Section 6.4.10) or as a result of the discovery of an incorrect Seller representation;

        (d)      any amounts received by the Issuer Trustee on the Determination Date following the Monthly
                 Period upon the Seller's acceptance of the Clean-Up Offer (see Section 6.4.12);

        (e)      any damages or indemnities received by the Issuer Trustee in respect of the Monthly Period as
                 a result of:

                 (i)       the discovery after the Prescribed Period that a representation or warranty of the
                           Seller mentioned in Section 6.1.4 was incorrect when given (see Section 6.1.5);

                 (ii)      any release or substitution of any mortgage or related securities (other than as
                           described in Section 6.1.6); or

                 (iii)     the Servicer being required under the Code of Banking Practice, another binding
                           provision, or a court or tribunal, to grant any form of relief to a mortgagor or
                           collateral security provider as a result of the Seller having breached any applicable
                           law, official directive, the Code of Banking Practice or other binding provision or
                           not having acted as a prudent lender of retail home loans;

        (f)      any damages received by the Issuer Trustee in the Monthly Period which are not included in
                 the amounts referred to in (e)(i) or (ii) above;

        (g)      any amounts received by the Issuer Trustee in the Monthly Period as a result of the sale of the
                 Assets of the Series Trust on or following the Termination Date;

        (h)      in respect of the first Monthly Period, any Note subscription proceeds received by the Issuer
                 Trustee that are not used on the Closing Date to acquire Housing Loans;

        (i)      any mortgage or general insurance proceeds received in relation to the Housing Loans by the
                 Servicer or the Issuer Trustee during the Monthly Period;

        (j)      the amount of any Waived Mortgagor Break Costs received by the Issuer Trustee in respect of
                 the Monthly Period; and

        (k)      any other amounts received by the Issuer Trustee during the period as determined by the Trust
                 Manager and notified to the Issuer Trustee,




                                                     71
        less any amount debited during the Monthly Period to the accounts established in the Servicer's records
        for the Housing Loans representing fees or charges imposed by any governmental agency, bank accounts
        debits tax or similar taxes or duties imposed by any governmental agency (including any tax or duty in
        respect of payments or receipts to or from bank or other accounts) or insurance premiums paid by the
        Servicer.

        Collections for a Monthly Period are allocated first to the satisfaction of Finance Charges.

7.3.2   Finance Charges

        The Finance Charges for a Monthly Period are the aggregate of the following amounts (without double
        counting) in respect of the Housing Loans:

        (a)       the aggregate of:

                  (i)        all debit entries representing interest or other charges that have been charged (net of
                             any interest offset benefits under the Interest Off-Set Accounts) or other charges
                             charged during the Monthly Period made to the accounts established in the Servicer's
                             records for the Housing Loans; and

                  (ii)       subject to paragraph (iii), any Mortgagor Break Costs charged during a prior
                             Monthly Period and received by the Servicer during the Monthly Period; and

                  (iii)      any amounts received by the Servicer during the Monthly Period from the
                             enforcement of any mortgage or in accordance with any mortgage insurance policy
                             where such amounts exceed the costs of enforcement of any mortgage and the
                             interest and principal then outstanding on the Housing Loan in respect of which
                             amounts are received and represent the Mortgagor Break Costs charged during a
                             prior Monthly Period on the Housing Loan in respect of which amounts are received,

                  less:

                  (iv)       the aggregate of any reversals made during the Monthly Period in respect of interest
                             or other charges (in relation to any of the accounts where the original debit entry was
                             in error), any Mortgagor Break Benefits payable to a mortgagor during the Monthly
                             Period, and any Mortgagor Break Costs charged, but not received by the Servicer,
                             during the Monthly Period;

        (b)       any Recoveries received by the Servicer in relation to the Housing Loans during the Monthly
                  Period less any reversals where the original debit entry was in error;

        (c)       any amounts received by the Issuer Trustee for Housing Loans repurchased following the
                  making of a Further Advance (see Section 6.4.10) or as a result of the discovery of an incorrect
                  Seller representation (see Section 6.1.5) where such amounts represent accrued but unraised
                  interest on the Housing Loans in respect of the Monthly Period;

        (d)       the amount of any Clean-Up Settlement Price received by the Issuer Trustee in respect of the
                  Monthly Period which represents amounts in respect of accrued but unraised interest on the
                  Housing Loans;

        (e)       any amount received by the Issuer Trustee from the Seller, Servicer or Trust Manager in
                  respect of the Monthly Period for breach of a representation, warranty or obligation under the
                  Master Trust Deed or Series Supplement;

        (f)       any amounts received by the Issuer Trustee in the Monthly Period as a result of the sale of
                  Assets of the Series Trust on or following the Termination Date which the Trust Manager
                  determines are to be treated as Finance Charges;

        (g)       the amount of any Waived Mortgagor Break Costs received by the Issuer Trustee from the
                  Servicer during the Monthly Period; and


                                                       72
        (h)       any Collections received by the Issuer Trustee or the Servicer during the Monthly Period if
                  during that Monthly Period the Total Stated Amount of the Notes has been reduced to zero,

        less any amount debited to the accounts established in the Servicer's records for the Housing Loans during
        the Monthly Period in respect of government fees or charges, bank accounts debits tax or similar
        government taxes or duties (including any tax or duty in respect of payments or receipts to or from bank
        or other accounts) or insurance premiums paid by the Servicer.

7.4     Investor Revenues

7.4.1   Determination of Investor Revenues

        On each Determination Date the Trust Manager will calculate (without double counting) the aggregate of
        the following (referred to as "Investor Revenues"):

        (a)       the lesser of:

                  (i)        Collections for that Monthly Period; and

                  (ii)       Finance Charges for that Monthly Period;

        (b)       the net amount (if any) receivable by the Issuer Trustee under any Interest Rate Swap
                  Agreement in respect of the Interest Period ending on the Distribution Date immediately
                  following the end of that Monthly Period;

        (c)       any interest income (or amounts in the nature of interest income) credited to the Collections
                  Account during that Monthly Period or amounts in the nature of interest otherwise paid by the
                  Servicer or the Trust Manager in respect of Collections held by it;

        (d)       all income realised in that Monthly Period in respect of authorised short-term investments of
                  the Series Trust;

        (e)       any amount of input tax credits (as defined in the GST Act) received by the Issuer Trustee in
                  that Monthly Period in respect of the Series Trust; and

        (f)       any other amount received by the Issuer Trustee in that Monthly Period (excluding any
                  Collection or any advance pursuant to the Redraw Facility or Liquidity Facility, Cash Deposit
                  or any collateral or prepayment under any Hedge Agreement; and

        (g)       any other amount received by the Issuer Trustee in the nature of income during that Monthly
                  Period as determined by the Trust Manager and notified to the Issuer Trustee,

        (excluding any interest or other income received during that Monthly Period in respect of Cash Deposit or
        any collateral or prepayment under any Hedge Agreement).

7.4.2   Gross Liquidity Shortfall and Calculation of Adjusted Investor Revenues

        If the Investor Revenues for a Monthly Period are insufficient to meet the Total Expenses (see Section
        7.4.5) for the Monthly Period (being a "Gross Liquidity Shortfall"), the Trust Manager will calculate
        the lesser of the following (being a "Principal Draw") on the Determination Date following the end of
        the Monthly Period:

        (a)       the Gross Liquidity Shortfall in relation to that Determination Date; and

        (b)       where the Collections exceed the Finance Charges for that Monthly Period, the amount of such
                  excess or, where the Finance Charges exceed the Collections for that Monthly Period, zero.

        If the Principal Draw determined by the Trust Manager on that Determination Date is greater than zero,
        the Trust Manager will calculate the aggregate of the following in relation to that Monthly Period just
        ended (being the "Adjusted Investor Revenues"):


                                                      73
        (a)       the Investor Revenues; and

        (b)       the Principal Draw.

        Principal Draws may be reimbursed from Total Investor Revenues in the manner explained in Section
        7.4.5.

7.4.3   Net Liquidity Shortfall

        If the Adjusted Investor Revenues for a Monthly Period are insufficient to meet the Total Expenses (see
        Section 7.4.5) for the Monthly Period (being a "Net Liquidity Shortfall"), the Issuer Trustee may be
        entitled to request an Applied Liquidity Amount be advanced or applied under the Liquidity Facility for
        an amount equal to the lesser of the Net Liquidity Shortfall and the amount which is available for drawing
        under the Liquidity Facility (see Section 9.3).

7.4.4   Accrued Interest Adjustment and Adjustment Advance

        Each Housing Loan assigned to the Issuer Trustee by the Seller will have accrued interest from (and
        including) the previous due date for the payment of interest under the Housing Loan up to (but excluding)
        the Closing Date specified in the Letter of Offer. This accrued interest (the "Accrued Interest
        Adjustment") is to be paid to the Seller on the first Distribution Date.

        Each Housing Loan assigned to the Issuer Trustee by a trust which is part of the Seller's LIGHTHOUSE
        securitisation programme will be assigned as at the Cut-off Date but such that the Issuer Trustee is only
        entitled to interest on the Housing Loans from the Closing Date. The Issuer Trustee may pay in respect
        of Housing Loans assigned from the Seller's LIGHTHOUSE securitisation programme, an advance
        ("Adjustment Advance") to the securitisation trust transferring the Housing Loans. To the extent that
        such a payment is made, the Issuer Trustee will be entitled to interest accrued on such Housing Loans
        prior to the Closing Date up to an amount equal to the Adjustment Advance.

7.4.5   Calculation and Application of Total Investor Revenues

        On each Determination Date the Trust Manager will calculate the aggregate of the following (being
        "Total Investor Revenues") in relation to the Monthly Period just ended:

        •          Adjusted Investor Revenues; and

        •          the Applied Liquidity Amount (if any) to be paid or applied under the Liquidity Facility on
                   the following Transfer Date.

        The Issuer Trustee will apply the Total Investor Revenues for each Monthly Period (after deduction and
        payment on each Distribution Date of the Accrued Interest Adjustment to the Seller) on the Distribution
        Date following the end of the Monthly Period in the following order of priority:

        (a)       first, at the Trust Manager's discretion, up to A$1 to the Income Unitholder;

        (b)       second, in payment of the Series Trust Expenses in the order set out in Section 7.4.6 below;

        (c)       third, pari passu and rateably towards:

                  (i)        the net amount (if any) payable by the Issuer Trustee to the Interest Rate Swap
                             Provider for the Interest Period ending on that Distribution Date; and

                  (ii)       Liquidity Facility fees and interest (if any) due on that Distribution Date (other than
                             capitalised interest);

        (d)       fourth, in repayment of any Applied Liquidity Amounts outstanding under the Liquidity
                  Facility Agreement which have not previously been repaid, plus any capitalised interest which
                  has not been paid;



                                                       74
        (e)       fifth, pari passu and rateably towards:

                  (i)        payment to the Currency Swap Provider of the A$ Floating Amount in respect of
                             that Distribution Date;

                  (ii)       payment of the Domestic Class A Interest in relation to Class A-2 notes and any
                             interest on the Class A-2 Notes remaining unpaid from prior Distribution Dates (pari
                             passu and rateably between the Class A-2 Notes);

                  (iii)      fees and interest due under the Redraw Facility (if any) on that Distribution Date
                             plus any such fees and interest remaining unpaid from prior Distribution Dates; and

                  (iv)       the interest on the Redraw Notes due on that Distribution Date plus any interest on
                             the Redraw Notes remaining unpaid from prior Distribution Dates (pari passu and
                             rateably between the Redraw Notes);

        (f)       sixth, towards the interest on the Class B Notes due on that Distribution Date plus any interest
                  on the Class B Notes remaining unpaid from prior Distribution Dates (pari passu and rateably
                  between the Class B Notes);

        (g)       seventh, an amount equal to any unreimbursed Principal Draws (see Section 7.4.2) will be
                  allocated towards the Adjusted Principal Collections (see Section 7.5.1);

        (h)       eighth, an amount equal to the Defaulted Amount in relation to that Monthly Period just ended
                  will be allocated to Total Principal Collections for that Monthly Period just ended and applied
                  as set out in Section 7.5.2;

        (i)       ninth, an amount equal to the unreimbursed Charge-Offs in respect of the Notes from all prior
                  Distribution Dates, which amount will be allocated to Total Principal Collections for the
                  Monthly Period just ended and applied as set out in Section 7.5.2;

        (j)       tenth, an amount equal to any Mortgagor Break Costs charged in relation to the Housing Loans
                  during the Monthly Period then just ended or during any prior Monthly Period that have not
                  been received by the Servicer prior to the end of the just ended Monthly Period will be paid to
                  the Servicer; and

        (k)       finally, the balance (if any), less deductions on account of any Clean-Up Collateral Amount
                  (see Section 6.4.12), is paid to the Income Unitholder on that Distribution Date.

        The sum of (b) to (f) above and the aggregate Accrued Interest Adjustment represents "Total Expenses".

7.4.6   Series Trust Expenses

        The Trust Manager will determine on each Determination Date the following expenses incurred during (or
        which relate to) the Monthly Period and which are to be paid on the next Distribution Date:

        (a)       first, on a pari passu and rateable basis, any taxes payable in relation to the Series Trust;

        (b)       second, on a pari passu and rateable basis, any indemnities payable by the Issuer Trustee
                  pursuant to the Transaction Documents;

        (c)       third, on a pari passu and rateable basis, any Penalty Payments (to the extent the Issuer Trustee
                  is liable for such payments);

        (d)       fourth, on a pari passu and rateable basis:

                  (i)        all costs and expenses properly incurred by the Servicer in connection with the
                             enforcement of any Housing Loans or related securities;

                  (ii)       the costs of registering any caveats or mortgage transfers in relation to mortgages
                             forming part of the Assets of the Series Trust;

                                                        75
                  (iii)      any amount received by the Issuer Trustee or the Servicer after the Cut-Off Date
                             specified in the Letter of Offer in respect of a Housing Loan or related securities
                             which is "clawed-back" by an insolvency official as a result of the insolvency or
                             bankruptcy of the mortgagor or other security provider; and

                  (iv)       all other costs, charges and expenses incurred by the Issuer Trustee in respect of the
                             Series Trust where such costs, charges and expenses are permitted to be reimbursed
                             to the Issuer Trustee out of the Assets of the Series Trust under the Master Trust
                             Deed or the Series Supplement (other than the amounts referred to in paragraphs (a),
                             (c) to (k) of Section 7.4.5, the Issuer Trustee's liability for principal repayments
                             discussed in Section 7.5, the Issuer Trustee's liability to repay principal on the Notes
                             and any liability of the Issuer Trustee to repay all or part of the Cash Deposit or any
                             collateral or prepayment lodged with, or paid to, the Issuer Trustee under the terms
                             of any Hedge Agreement or any amount referred to in paragraphs (e) to (i) below);

        (e)       fifth, the Trustee Fee (this is described in Section 10.3.6) and any fees and expenses payable to
                  the Euro Note Trustee under the Euro Note Trust Deed, or the Security Trust Deed or any fee
                  payable to an Agent under the Agency Agreement (except to the extent such fees and value
                  added taxes are payable by the Issuer Trustee under those agreements in its personal capacity);

        (f)       sixth, the Servicing Fee (this is described in Section 10.5.3);

        (g)       seventh, the Management Fee (this is described in Section 10.4.5);

        (h)       eighth, the Custodian Fee (if any) (this is described in Section 11.3);

        (i)       ninth, the fees, costs and expenses incurred by or payable to the Security Trustee in acting as
                  Security Trustee; and

        (j)       tenth, any amounts payable by the Issuer Trustee to the provider of a Terminated Currency
                  Swap under Part 5(7)(f) of the Schedule to the Currency Swap Agreement.

        The aggregate of (a) to (j) above represent the "Series Trust Expenses". The Series Trust Expenses are
        paid in the priority explained in Section 7.4.5.

7.5     Repayment of Principal on the Notes

7.5.1   Determination of Total Principal Collections

        The Principal Collections for a Monthly Period are:

        (a)       zero, where the Finance Charges for the Monthly Period exceed the Collections less the
                  Principal Draw (if any) for the Monthly Period (being the "Net Collections" for the Monthly
                  Period); or

        (b)       in all other cases, the Net Collections for the Monthly Period less the Finance Charges in
                  respect of the Monthly Period.

        On each Determination Date the Trust Manager will calculate the aggregate of the following (being the
        "Adjusted Principal Collections"):

        (a)       the Principal Collections for the Monthly Period just ended; and

        (b)       the amount to be allocated from Total Investor Revenues to Adjusted Principal Collections in
                  respect of unreimbursed Principal Draws on the next Distribution Date (see Section 7.4.5).

        If the amount of the Adjusted Principal Collections is insufficient to fund Redraws made by the Seller
        during the immediately preceding Monthly Period (being a "Redraw Shortfall"), the Issuer Trustee may
        be entitled to draw on the Redraw Facility for the lesser of the amount of the Redraw Shortfall and the
        amount which is available for drawing under the Redraw Facility (see Section 9.4).


                                                       76
        On each Determination Date the Trust Manager will, for the immediately preceding Monthly Period,
        calculate the aggregate of the following (being "Total Principal Collections"):

        (a)       Adjusted Principal Collections for that Monthly Period;

        (b)       the amount of any advance under the Redraw Facility to be made on the following Transfer
                  Date;

        (c)       the Redraw Note Amount in relation to the Determination Date;

        (d)       the amount determined by the Trust Manager on the Determination Date immediately
                  following the end of that Monthly Period to be allocated from Total Investor Revenues to Total
                  Principal Collections as described in paragraphs (h) and (i) of section 7.4.5.

        (e)       any amounts received by the Issuer Trustee in the nature of principal during that Monthly
                  period as determined by the Trust Manager and notified to the Issuer Trustee.

7.5.2   Application of Total Principal Collections

        On each Distribution Date, the Issuer Trustee must at the Trust Manager's direction apply the Total
        Principal Collections for the Monthly Period just ended in the following order of priority:

        (a)       first, in repayment to the Seller of any Redraws made during the Monthly Period just ended
                  which have not been previously repaid;

        (b)       second, in repayment to the Redraw Facility Provider of any Redraw Principal Outstanding
                  until the Redraw Facility Principal Outstanding is reduced to zero;

        (c)       third, to the Redraw Noteholders, to be applied in accordance with Section 7.5.3, in repayment
                  of principal with respect to the Redraw Notes until the Stated Amount of the Redraw Notes is
                  reduced to zero;

        (d)       fourth, to an amount equal to the aggregate of the Adjusted Stated Amount of the Class A-1
                  Notes and the Stated Amount of the Class A-2 Notes to be allocated pari passu and rateably
                  between the Class A-1 Notes (based on their Adjusted Stated Amount) and the Class A-2 Notes
                  (based on their Stated Amount) and applied as follows:

                  (i)        in respect of the amount allocated to the Class A-1 Notes:

                             A          if the Distribution Date is not a Quarterly Distribution Date, to be retained
                                        in the Collections Account until the next Quarterly Distribution Date and
                                        then applied under sub-paragraph B below on that Quarterly Distribution
                                        Date;

                             B          if the Distribution Date is a Quarterly Distribution Date, to be paid
                                        (together with amounts referred to in sub-paragraph A above for the 2
                                        preceding Distribution Dates (which are not Quarterly Distribution Dates)
                                        to the Currency Swap Provider in respect of the exchange amounts under
                                        the Currency Swap; and

                  (ii)       in respect of the amount allocated to the Class A-2 Notes, pari passu and rateably
                             among the Class A-2 Noteholders in repayment of Stated Amount of the Class A-2
                             Notes until the Stated Amount of the Class A-2 Notes is reduced to zero

        (e)       fifth, to the Class B Noteholders pari passu and rateably among them, in repayment of principal
                  in respect of the Class B Notes until the Stated Amount of the Class B Notes is reduced to zero;

        (f)       sixth, the balance (if any) is to be paid:

                  (i)        first, to the Class A Capital Unitholder up to a maximum amount (in total for all
                             such distributions) of A$1000; and

                                                        77
                  (ii)       second, to the Class B Capital Unitholder.

7.5.3   Redraw Notes

        (a)       Issue of Redraw Notes

                  If on any day the Trust Manager considers that the amount available to be applied towards
                  repayment of Redraws and the Redraw Principal Outstanding under the Redraw Facility on the
                  following Distribution Date is likely to be insufficient to pay in full the Trust Manager's
                  estimate of the Redraws and Redraw Principal Outstanding to be repaid on that Distribution
                  Date, the Trust Manager may direct the Issuer Trustee to issue Redraw Notes. The Issuer
                  Trustee must not issue Redraw Notes unless:

                  (i)        the Trust Manager has directed the Issuer Trustee to do so which direction the Trust
                             Manager must not give if it considers that on following Distribution Date (taking
                             into account that issue of Redraw Notes and any increase or reduction in the Stated
                             Amount of any Redraw Notes expected on that Distribution Date) the aggregate
                             Stated Amount of all Redraw Notes will exceed on that Distribution Date
                             A$1,000,000 or such other amount from time to time agreed between the Trust
                             Manager and the Ratings Agencies and notified to the Issuer Trustee; and

                  (ii)       the Issuer Trustee receives a Ratings Affirmation Notice from each Ratings Agency
                             in relation to the proposed issue of Redraw Notes.

                  In relation to a Determination Date the "Redraw Note Amount" is the proceeds (if any)
                  received by the Issuer Trustee from any issue of Redraw Notes during the period from (but
                  excluding) the preceding Determination Date to (and including) that Determination Date.

        (b)       Repayment of Principal on Redraw Notes

                  The Issuer Trustee, at the direction of the Trust Manager, must apply the Redraw Note
                  Principal on each Distribution Date towards repayment of the Stated Amounts of the Redraw
                  Notes, until these are reduced to zero, pari passu amongst the Redraw Notes in the order of
                  their issue, such that a Redraw Note does not receive a principal repayment until the Stated
                  Amounts of all earlier issued Redraw Notes have been reduced to zero.

7.5.4   Defaulted Amounts

        The Defaulted Amount (if any) for a Monthly Period is the aggregate principal amounts outstanding in
        respect of Housing Loans which have been written off as uncollectible by the Servicer during the Monthly
        Period in accordance with the Servicing Standards. The Defaulted Amount is therefore the shortfall
        remaining between the sale and other realisation proceeds and the balance outstanding in respect of the
        relevant Housing Loans after payment of any amount due under the relevant Mortgage Insurance Policies.

        The Defaulted Amount is satisfied, to the extent possible, out of Total Investor Revenues for that period
        in the manner explained in Section 7.4.5. If there are insufficient Total Investor Revenues to satisfy all of
        the Defaulted Amounts, the Charge-Off provisions explained in Section 7.6 will apply.

7.5.5   No payment in excess of Stated Amounts

        No amount of principal will be repaid to a Noteholder in excess of the Stated Amounts applicable to the
        Notes held by that Noteholder.

7.6     Charge-Offs

7.6.1   What is meant by a Charge-Off

        In the circumstances described in Section 7.6.2, a Defaulted Amount (to the extent not able to be
        recovered from Total Investor Revenues) will be absorbed by first reducing on a pari passu and rateable
        basis the Stated Amount in respect of the Class B Notes and then reducing on a pari passu and rateable
        basis the Adjusted Stated Amount of the Class A-1 Notes (pari passu and rateably between the Class A-1

                                                       78
        Notes), the Stated Amount of the Class A-2 Notes (pari passu and rateably between the Class A-2 Notes)
        and the Stated Amount of the Redraw Notes (pari passu and rateably between the Redraw Notes) in the
        manner described in Section 7.6.2. That reduction of a Stated Amount in respect of the Class A-1 Notes,
        Class A-2 Notes, Class B Notes, Redraw Notes or the Redraw Principal Outstanding is called a "Charge-
        Off".

7.6.2   Defaulted Amount Insufficiency

        If Total Investor Revenues for a Monthly Period are insufficient to meet all of the Defaulted Amount with
        respect to the Notes and the Redraw Principal Outstanding for that Monthly Period as described in Section
        7.5.4, then the amount of the insufficiency (the "Defaulted Amount Insufficiency") will be allocated to
        produce the following Charge-Offs:

        (a)       the insufficiency is first charged off against the Stated Amount for the Class B Notes so as to
                  reduce the Stated Amount of the Class B Notes, until the Stated Amount for the Class B Notes
                  is reduced to zero; and

        (b)       if the insufficiency is not fully taken into account by a Charge-Off against the Class B Notes
                  (because the Stated Amount of the Class B Notes has been reduced to zero), the remaining
                  insufficiency will be charged off pari passu and rateably against the Class A Notes (pari passu
                  and rateably between the Class A Notes) and based, in the case of the Class A-1 Notes, on their
                  Adjusted Stated Amount on the relevant Determination Date and as contemplated by Condition
                  7.9 of the Euro Note Conditions until the Adjusted Stated Amount of those Notes is reduced to
                  zero and, in the case of Class A-2 Notes, on their Stated Amount on the relevant Determination
                  Date until their Stated Amount is reduced to zero, and the Redraw Notes (pari passu and
                  rateably between the Redraw Notes based on their Stated Amounts).

7.6.3   Reimbursements of Charge-Offs

        Charge-Offs may be reimbursed from Total Investor Revenues in the manner explained in Section 7.4.5.

        A reimbursement of a Charge-Off will increase the Stated Amount of the Class A Notes, Redraw Notes
        and Class B Notes (as the case may be) by the amount allocated from Total Investor Revenues on a
        Distribution Date in the following order of priority:

        (a)       first, pari passu and rateably:

                  (i)        to the reduction of the Charge-Offs in respect of the Class A Notes remaining
                             unreimbursed from all prior Distribution Dates, pari passu and rateably between
                             them and based on:

                             A          in the case of the Class A-1 Notes, their Adjusted Stated Amount on that
                                        Determination Date by the Euro Equivalent of the allocation; and

                             B          in the case of the Class A-2 Notes, their Stated Amount on that
                                        Determination Date by the amount of the allocation,

                              until these are reduced to zero; and

                  (ii)       to the reduction of the Charge-Offs in respect of the Redraw Notes remaining
                             unreimbursed from all prior Distribution Dates, pari passu and rateably between
                             them, until these are reduced to zero; and

        (b)       second, to the reduction of the Charge-Offs in respect of the Class B Notes remaining
                  unreimbursed from all prior Distribution Dates, pari passu and rateably between them, until
                  these are reduced to zero.

7.7     Calculations and Directions

        The calculations referred to in this Section 7 will be made by the Trust Manager and provided to the
        Issuer Trustee on each Determination Date (based where necessary on information provided by the

                                                       79
      Servicer) in respect of the Monthly Period just ended. The Trust Manager must also direct the Issuer
      Trustee to make all necessary payments on the following Distribution Date. The Issuer Trustee is entitled
      to conclusively rely on the Trust Manager's calculations and directions and is under no obligation to check
      their accuracy. The Issuer Trustee is not responsible or liable for any inaccuracy in these calculations and
      directions. Arrangements for notification of pool performance data are explained in Section 2.3.12.

7.8   Estimated Weighted Average Lives of the Notes

      The weighted average life of the Notes refers to the time that will elapse from the Closing Date to the date
      the Notes are redeemed in full, weighted by the Invested Amount of the Notes over that time.

      The weighted average life ("WAL") of the Notes will be influenced by a number of factors including the
      rate of scheduled repayment of the Housing Loans, the rate of unscheduled repayment of the Housing
      Loans and the exercise of the Call Option. The weighted average lives of the Notes cannot be predicted
      due to the uncertain nature such as unscheduled principal repayments or the timing of the exercise of the
      call option. However, given certain assumptions, the weighted average lives of the Notes can be
      estimated. The following tables represent possible outstanding principal amounts and weighted average
      lives of the Notes and have been prepared on the following assumptions:

       (a)         The model used in this Offering Circular assumes a constant rate of principal prepayment
                   ("CPR").

       (b)         Redraws have not been specifically modelled and are assumed to be treated as negative
                   unscheduled principal repayments and aggregated into the CPR. Similarly, periods of fixed
                   rate loans and periods of interest only loans have not been specifically modelled, but are
                   aggregated into the CPR.

       (c)         No arrears or losses will occur.

       (d)         The initial portfolio of Housing Loans totals the A$ equivalent of all Notes issued and is
                   acquired on the Closing Date, with the first collection period assumed to form exactly one
                   month of Collections for the first Distribution Date.

       (e)         Payments of principal in respect of the Class A-1 Notes are made on each Quarterly
                   Distribution Date commencing on the first Quarterly Distribution Date, and in respect of the
                   Class A-2 Notes and the Class B Notes, are made on each Distribution Date commencing on
                   the first Distribution Date irrespective of whether such a day is a Business Day.

       (f)         The Housing Loans are assumed to all have the same basic loan characteristics, such that a
                   single repline (a representative, hypothetical loan) is used for any calculations in the tables.
                   The parameters of the repline reflect the average Housing Loan Pool as at the Cut-Off Date
                   and are set as follows:

                   (i)         constant mortgage interest rate of 7.006%;

                   (ii)        original term to maturity of 334 months; and

                   (iii)       loan origination age of 19 months.

      Table 1 shows the outstanding principal amounts and weighted average lives of the Class A-1 Notes,
      firstly, under the assumption that the Issuer Trustee exercises the Call Option on the Call Date and,
      secondly, under the assumption that the Issuer Trustee does not exercise the Call Option.

      Table 2 shows the outstanding principal amounts and weighted average lives of the Class A-2 Notes,
      firstly, under the assumption that the Issuer Trustee exercises the Call Option on the Call Date and,
      secondly, under the assumption that the Issuer Trustee does not exercise the Call Option.

      Table 3 shows the outstanding principal amounts and weighted average lives of the Class B Notes, firstly,
      under the assumption that the Issuer Trustee exercises the Call Option on the Call Date and, secondly,
      under the assumption that the Issuer Trustee does not exercise the Call Option.



                                                      80
The actual characteristics of the Housing Loans are likely to differ from the assumptions used in
constructing the tables, which is only hypothetical in nature and are provided only to give a general
indication of how principal cashflows may behave under various CPR scenarios. For example, it is not
expected that the loans will prepay at a constant rate until maturity, that all of the loans will prepay at the
same rate or that there will be no arrears or losses on the loans. Any difference between such assumptions
and the actual characteristics and performance of the Housing Loans will cause the outstanding principal
amounts and weighted average lives of the Notes to differ from the corresponding information in the
tables below. Neither should it be assumed that the CPR would always be in the ranges as indicated in the
tables.

Table 1

  Class A-1 Notes (€ denominated, quarterly pay)

  Percent of Initial Principal Outstanding at the Following Percentages of Constant Prepayment Rate

  Date                   15% CPR       20% CPR      25% CPR      28% CPR       30% CPR      35% CPR      40% CPR

  Initial Balance         100.0%       100.0%           100.0%   100.0%         100.0%       100.0%       100.0%
  December 2006           98.5%         98.0%           97.4%     97.1%         96.9%         96.3%       95.6%
  December 2007           82.1%         76.6%           71.2%     68.0%         65.9%         60.6%       55.3%
  December 2008           68.2%         59.7%           51.8%     47.3%         44.4%         37.6%       31.4%
  December 2009           56.5%         46.3%           37.4%     32.6%         29.6%         22.9%       17.2%
  December 2010           46.6%         35.7%           26.7%     22.1%         19.4%         13.5%        8.8%
  December 2011           38.3%         27.3%           18.8%     14.7%         12.3%         7.4%         3.9%
  December 2012           31.4%         20.7%           12.9%     9.4%           7.4%         3.6%         1.0%
  December 2013           25.5%         15.5%           8.6%      5.7%           4.1%         1.1%         0.0%
  December 2014           20.6%         11.4%           5.4%      3.0%           1.7%         0.0%         0.0%
  December 2015           16.4%         8.1%            3.1%      1.1%           0.2%         0.0%         0.0%
  December 2016           13.0%         5.6%            1.4%      0.0%           0.0%         0.0%         0.0%
  December 2017           10.1%         3.6%            0.1%      0.0%           0.0%         0.0%         0.0%
  December 2018            7.7%         2.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2019            5.6%         0.8%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2020            4.0%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2021            2.6%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2022            1.4%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2023            0.4%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2024            0.0%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2025            0.0%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2026            0.0%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2027            0.0%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2028            0.0%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2029            0.0%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2030            0.0%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2031            0.0%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2032            0.0%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2033            0.0%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2034            0.0%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2035            0.0%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  December 2036            0.0%         0.0%            0.0%      0.0%           0.0%         0.0%         0.0%
  Assuming Call Option exercised

  WAL (yr)                 3.8           3.3             2.8       2.6           2.5           2.1          1.8
  Expected    Maturity   December      December     December     December      December
                                                                                           March 2012    June 2011
  Date                     2012          2012         2012         2012          2012
  Assuming Call Option not exercised

   WAL (yr)                5.1           3.9             3.1       2.8           2.6           2.2          1.9


                                                   81
Table 2

 Class A-2 Notes (A$ denominated, monthly pay)

 Percent of Initial Principal Outstanding at the Following Percentages of Constant Prepayment Rate
                                                                                                           40%
  Date                   15% CPR      20% CPR       25% CPR       28% CPR       30% CPR      35% CPR
                                                                                                           CPR

  Initial Balance        100.0%        100.0%          100.0%      100.0%       100.0%        100.0%      100.0%
  December 2006           98.5%        98.0%           97.4%       97.1%         96.9%        96.3%       95.6%
  December 2007           82.1%        76.6%           71.2%       68.0%         65.9%        60.6%       55.3%
  December 2008           68.2%        59.7%           51.8%       47.3%         44.4%        37.6%       31.4%
  December 2009           56.5%        46.3%           37.4%       32.6%         29.6%        22.9%       17.2%
  December 2010           46.6%        35.7%           26.7%       22.1%         19.4%        13.5%        8.8%
  December 2011           38.3%        27.3%           18.8%       14.7%         12.3%         7.4%        3.9%
  December 2012           31.4%        20.7%           12.9%        9.4%         7.4%          3.6%        1.0%
  December 2013           25.5%        15.5%           8.6%         5.7%         4.1%          1.1%        0.0%
  December 2014           20.6%        11.4%           5.4%         3.0%         1.7%          0.0%        0.0%
  December 2015           16.4%         8.1%           3.1%         1.1%         0.2%          0.0%        0.0%
  December 2016           13.0%         5.6%           1.4%         0.0%         0.0%          0.0%        0.0%
  December 2017           10.1%         3.6%           0.1%         0.0%         0.0%          0.0%        0.0%
  December 2018           7.7%          2.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2019           5.6%          0.8%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2020           4.0%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2021           2.6%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2022           1.4%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2023           0.4%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2024           0.0%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2025           0.0%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2026           0.0%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2027           0.0%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2028           0.0%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2029           0.0%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2030           0.0%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2031           0.0%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2032           0.0%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2033           0.0%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2034           0.0%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2035           0.0%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
  December 2036           0.0%          0.0%           0.0%         0.0%         0.0%          0.0%        0.0%
 Assuming Call Option exercised

  WAL (yr)                 3.7           3.2            2.8         2.5           2.4          2.0          1.7
  Expected    Maturity   December
                                    December 2012 December 2012 December 2012 December 2012 March 2012   June 2011
  Date                     2012
 Assuming Call Option not exercised

  WAL (yr)                 5.0           3.8            3.0         2.7           2.5          2.1          1.8




                                                  82
Table 3

  Class B Notes (A$ denominated, monthly pay)

  Percent of Initial Principal Outstanding at the Following Percentages of Constant Prepayment Rate

                                                                                                             40%
   Date                   15% CPR          20% CPR          25% CPR      28% CPR    30% CPR    35% CPR
                                                                                                             CPR

   Initial Balance         100.0%           100.0%              100.0%   100.0%     100.0%      100.0%      100.0%
   December 2006           100.0%           100.0%              100.0%   100.0%     100.0%      100.0%      100.0%
   December 2007           100.0%           100.0%              100.0%   100.0%     100.0%      100.0%      100.0%
   December 2008           100.0%           100.0%              100.0%   100.0%     100.0%      100.0%      100.0%
   December 2009           100.0%           100.0%              100.0%   100.0%     100.0%      100.0%      100.0%
   December 2010           100.0%           100.0%              100.0%   100.0%     100.0%      100.0%      100.0%
   December 2011           100.0%           100.0%              100.0%   100.0%     100.0%      100.0%      100.0%
   December 2012           100.0%           100.0%              100.0%   100.0%     100.0%      100.0%      100.0%
   December 2013           100.0%           100.0%              100.0%   100.0%     100.0%      100.0%      76.1%
   December 2014           100.0%           100.0%              100.0%   100.0%     100.0%       84.9%      44.5%
   December 2015           100.0%           100.0%              100.0%   100.0%     100.0%       53.7%      25.9%
   December 2016           100.0%           100.0%              100.0%    94.8%      71.4%       33.8%      15.1%
   December 2017           100.0%           100.0%              100.0%    65.9%      48.2%       21.2%      8.7%
   December 2018           100.0%           100.0%              74.8%     45.7%      32.5%       13.3%      5.0%
   December 2019           100.0%           100.0%              53.7%     31.5%      21.8%       8.3%       2.9%
   December 2020           100.0%           95.2%               38.4%     21.6%      14.5%       5.1%       1.7%
   December 2021           100.0%           72.1%               27.2%     14.7%      9.6%        3.1%       0.9%
   December 2022           100.0%           54.2%               19.2%     10.0%      6.3%        1.9%       0.5%
   December 2023           100.0%           40.3%               13.4%     6.7%       4.1%        1.2%       0.3%
   December 2024            88.9%           29.7%               9.2%      4.4%       2.7%        0.7%       0.2%
   December 2025            68.6%           21.6%               6.3%      2.9%       1.7%        0.4%       0.1%
   December 2026            51.9%           15.4%               4.2%      1.9%       1.1%        0.2%         *
   December 2027            38.3%           10.7%               2.7%      1.2%       0.6%        0.1%         *
   December 2028            27.2%            7.1%               1.7%      0.7%       0.4%        0.1%         *
   December 2029            18.3%            4.5%               1.0%      0.4%       0.2%          *          *
   December 2030            11.1%            2.6%               0.5%      0.2%       0.1%          *          *
   December 2031             5.4%            1.2%               0.2%      0.1%         *           *          *
   December 2032             1.0%            0.2%                 *         *          *           *          *
   December 2033             0.0%            0.0%               0.0%      0.0%       0.0%        0.0%       0.0%
   December 2034             0.0%            0.0%               0.0%      0.0%       0.0%        0.0%       0.0%
   December 2035             0.0%            0.0%               0.0%      0.0%       0.0%        0.0%       0.0%
   December 2036             0.0%            0.0%               0.0%      0.0%       0.0%        0.0%       0.0%
  Assuming Call Option exercised

   WAL (yr)                   6.2             6.2                6.2       6.2        6.2         5.4        4.7
   Expected Maturity      December        December          December     December   December                 June
                                                                                               March 2012
   Date                     2012            2012              2012         2012       2012                   2011
  Assuming Call Option not exercised

   WAL (yr)                  20.8            17.2                14.2      12.7       11.8        10.0       8.5



* indicates a value of less than 0.05% and greater than 0.00%




                                                          83
8.    THE MORTGAGE INSURANCE POLICIES

8.1   General

      Each Housing Loan will be insured on the Closing Date by one of the following Mortgage Insurers under
      a Mortgage Insurance Policy:

      (a)        GE Mortgage Insurance Company Pty Ltd ABN 60 106 974 305 ("GEMI"); and

      (b)        PMI Mortgage Insurance Limited ABN 70 000 511 071 ("PMI").

      Some of the Housing Loans will be insured under an existing Mortgage Insurance Policy. With effect
      from the Cut-Off Date, the Seller will assign, in equity, its entire right, title and interest in each existing
      Mortgage Insurance Policy relating to a Housing Loan to the Issuer Trustee (see Section 6.1.3).

      The Housing Loans assigned on the Closing Date which are not insured under an existing Mortgage
      Insurance Policy will be insured, as from the Closing Date, under a Mortgage Insurance Policy provided
      by GEMI.

      The remainder of this Section 8 contains a brief description of each Mortgage Insurer and a summary of
      some of the provisions of the Mortgage Insurance Policies as at the date of this Offering Circular. The
      terms of the Mortgage Insurance Policies may vary in the future from those described below.

8.2   GEMI

      Loans insured by Housing Loans Insurance Corporations

      Housing Loans Insurance Corporation ("HLIC" or the "Statutory Authority") was a Commonwealth
      Government statutory authority established under the Housing Loans Insurance Act 1965 (Cth). With
      effect from 15 December 1997 the Commonwealth Government:

      (a)        transferred to the Commonwealth Government (pursuant to the Housing Loans Insurance
                 Corporation (Transfer of Assets and Abolition) Act 1996 (Cth)) the liabilities of the Statutory
                 Authority in relation to contracts of insurance to which the Statutory Authority was a party
                 immediately before that day;

      (b)        established a new corporation, Housing Loans Insurance Corporation Limited ACN 071 466
                 334, which has since changed its name to GE Mortgage Insurance Pty Limited ("GEMI"), to
                 manage these contracts of insurance on behalf of the Commonwealth of Australia; and

      (c)        sold that new corporation (including the assets and infrastructure of the Statutory Authority) to
                 GE Capital Australia, which is a wholly owned subsidiary of General Electric Company
                 ("GE").

      References in this Offering Circular to "HLIC" are, with respect to contracts of insurance to which the
      Statutory Authority was a party on or before 12 December 1997 and which are now vested in the
      Commonwealth of Australia.

      Loans insured by the Genworth Financial Group

      GE Capital Mortgage Insurance Corporation (Australia) Pty Limited ACN 081 488 440 ("GEMICO")
      commenced operations in March 1998 and was established by GE as a sister company to GEMI. It is also
      a wholly owned subsidiary of GE Capital Australia.

      Together GEMI and GEMICO insured all loans between 15 December 1997 and 31 March 2004.

      On 31 March 2004 the lenders mortgage insurance ("LMI") businesses (including all of the LMI policies
      written during such period) of GEMI and GEMICO were transferred to a new entity GE Mortgage
      Insurance Company Pty Limited ("Genworth").



                                                      84
        The transfer of the LMI policies was made pursuant to two separate schemes under the Insurance Act
        1973 (Cth) approved by both APRA and the Federal Court of Australia. One scheme effected the transfer
        of LMI policies issued by GEMI and the other scheme effected the transfer of LMI policies issued by
        GEMICO.

        Upon the completion of the transfer, the then current claims paying ratings for both GEMI and GEMICO
        ("AA" by S&P and Fitch Ratings and "Aa2" by Moody's) were withdrawn and identical ratings were
        issued by all three local ratings agencies in respect of Genworth.

        As at 31 December 2005, Genworth had total assets of A$2,191,669,000 and shareholder's equity of A$1,
        304,104,000.

        On or about 24 May 2004, Genworth became a wholly owned subsidiary of a newly incorporated and
        U.S. domiciled entity, Genworth Financial, Inc. (NYSE: GNW). Genworth Financial, Inc. is a leading
        insurance holding company, serving the lifestyle protection, retirement income, investment and mortgage
        insurance needs of more than 15 million customers and has operations in 22 countries including the
        United States, Canada, Australia, the United Kingdom and more than a dozen other European countries.
        Genworth Financial has its principal lenders mortgage insurance operations in the United States, the
        United Kingdom, Canada, New Zealand and Australia. Genworth Financial Inc.'s rated mortgage
        insurance companies have financial strength ratings of "AA" (Very Strong) from S&P, "Aa2" (Excellent)
        from Moody's and "AA" (Very Strong) from Fitch Ratings.

        On 25 November 2005 Genworth changed its name to Genworth Financial Mortgage Insurance Pty Ltd
        (ABN 60 106 974 305). The principal place of business of Genworth Financial Mortgage Insurance Pty
        Ltd is Level 23, 259 George Street, Sydney, New South Wales, Australia.

8.2.1   GEMI Master Policies

        Housing Loans which are mortgage insured prior to their acquisition by the Series Trust will be insured
        under existing Mortgage Insurance Policies issued by PMI or GEMI. The existing GEMI Mortgage
        Insurance Policies are also issued in the form of a master policy (the "Existing GEMI Master Policies")
        on similar terms to the GEMI Policy. Different master policies have been issued over the years and their
        terms are not identical.

        The following is a general description of the GEMI Policy and the most recent Existing GEMI Master
        Policies between Adelaide Bank, GEMI and others based, where there are differences, on the terms of the
        GEMI Policy. The terms of the Existing GEMI Master Policies and the GEMI Policy may change in the
        future.

        For the purposes of this Section 8.2.1, references to a Master Policy is a reference to each of the GEMI
        Policy and the Existing GEMI Master Policies and a reference to the Mortgage Insurer is to GEMI.

        Period of Cover

        The insured has the benefit of the Master Policy in respect of each Housing Loan insured under it
        generally from the date the premium is paid until the earliest of:

        (a)       if the Housing Loan and the mortgage securing the Housing Loan is beneficially assigned,
                  midnight on the day immediately preceding such assignment;

        (b)       the date the Housing Loan or the mortgage securing the Housing Loan is assigned, transferred
                  or mortgaged to a person other than a person who is or becomes entitled to the benefit of the
                  policy;

        (c)       the date the Housing Loan is repaid in full;

        (d)       the date the Housing Loan ceases to be secured by the relevant mortgage (other than where the
                  mortgage is discharged by the operation of a compulsory acquisition or sale by a government
                  for public purpose);




                                                       85
(e)       the maturity date set out in the certificate of insurance issued by the Mortgage Insurer in
          relation to the Housing Loan or as extended with the consent of the Mortgage Insurer or as
          varied by a court under the Consumer Credit Code; or

(f)       the date the Master Policy is cancelled in respect of the Housing Loan in accordance with the
          terms of the policy.

Cover for Losses

If a loss date occurs in respect of a Housing Loan insured under the Master Policy, the Mortgage Insurer
will pay to the insured the loss in respect of that Housing Loan.

A loss date means:

(a)       if a default occurs under the insured loan and the mortgaged property is sold pursuant to
          enforcement proceedings, the date on which the sale is completed;

(b)       if a default occurs under the insured loan and the insured or a prior approved mortgagee
          becomes the absolute owner by foreclosure of the mortgaged property, the date on which this
          occurs;

(c)       if a default occurs under the insured loan and the mortgagor sells the mortgaged property with
          the prior approval of the insured and the Mortgage Insurer, the date on which the sale is
          completed;

(d)       if the mortgaged property is compulsorily acquired or sold by a government for public purposes
          and there is a default under the Housing Loan (or where the mortgage has been discharged by
          the operation of the compulsory acquisition or sale and there is a default in repayment of the
          Housing Loan which would have been a default but for the occurrence of that event), the later
          of the date of the completion of the acquisition or sale or 28 days after the date of the default;
          or

(e)       where the Mortgage Insurer has agreed to pay a claim under the Master Policy, the date
          specified in that agreement.

A "default" in respect of an insured Housing Loan means any event which triggers the insured's power of
sale in relation to the mortgaged property.

The loss payable by the Mortgage Insurer to the insured in respect of an insured loan is the amount
outstanding, less the deductions referred to below, in relation to the Housing Loan, in each case calculated
as at the loss date.

The amount outstanding under a Housing Loan is the aggregate of the following:

(a)       the principal amount outstanding together with any interest, fees or charges outstanding as at
          the loss date;

(b)       fees and charges paid or incurred by the insured; and

(c)       other amounts, including fines or penalties, approved by the Mortgage Insurer,

which the insured is entitled to recover under the Housing Loan or a related guarantee.

The Mortgage Insurer may make the following deductions:

(a)       where the mortgaged property is sold, the sale price, or where the mortgaged property is
          compulsorily acquired, the amount of compensation, less, in either case, any amount required
          to discharge any approved prior mortgage;

(b)       where foreclosure action occurs, the value of the insured's interest in the mortgaged property,
          including the interest of any unapproved prior mortgagee;

                                               86
(c)       any amount received by the insured under any collateral security;

(d)       any amounts paid to the insured by way of rents, profits or proceeds in relation to the
          mortgaged property or under any insurance policy relating to the mortgaged property and not
          applied in restoration or repair;

(e)       any interest that exceeds interest at the non-default interest rate payable in relation to the
          Housing Loan;

(f)       any fees or charges other than:

          (i)       premiums for general insurance policies, levies and other charges payable to a body
                    corporate under the Australian strata titles system, rates, taxes and other statutory
                    charges;

          (ii)      reasonable and necessary legal and other fees and disbursements of enforcing or
                    protecting the insured's rights under the housing loan, up to a maximum of A$5,000,
                    unless otherwise approved in writing by the Mortgage Insurer;

          (iii)     repair, maintenance and protection of the mortgaged property, up to a maximum
                    amount of A$2,000, unless otherwise approved in writing by the Mortgage Insurer;

          (iv)      reasonable costs of the sale of the mortgaged property up to a maximum amount of
                    A$1,000 plus the lesser of 3 per cent. of the sale price and A$25,000.

          In addition, any fees and charges exceeding those recoverable under the Consumer Credit
          Code, less any amount that must be accounted for to the borrower or the relevant mortgagor,
          will be excluded);

(g)       losses arising out of damage to the mortgaged property other than:

          (i)       fair wear and tear; or

          (ii)      losses recovered and applied in the restoration or repair of the mortgaged property or
                    losses recovered under a general insurance policy and applied to reduce the amount
                    outstanding under the Housing Loan; and

(h)       any amounts by which a claim may be reduced under the GEMI Policy.

Some Housing Loans may benefit from insurance that provides timely payment cover in relation to the
failure of a borrower to make periodic repayments within 14 days of the due date. The amount of the
claim will be the amount of repayments in arrears and is limited to 12 scheduled monthly instalments.

Refusal or Reduction in Claim

The Mortgage Insurer may refuse or reduce the amount of a claim with respect to a Housing Loan in
certain circumstances, including where:

(a)       the mortgaged property is not insured under a general home owner's insurance policy;

(b)       there is not a Servicer approved by the Mortgage Insurer;

(c)       the mortgage with respect to the Housing Loan has not been duly registered with the Land
          Titles Office in the relevant Australian jurisdiction;

(d)       the insurer does not comply with the obligation to seek the Mortgage Insurer's consent under
          certain circumstances;

(e)       the insurer does not comply with certain reporting obligations;



                                              87
        (f)       any item used or relied upon by the insurer is not Year 2000 ready as specified in the Master
                  Policy; or

        (g)       the insurer does not lodge a claim within 28 days after the loss date under the Master Policy.

        The Mortgage Insurer may also reduce its liability or cancel the Master Policy, in relation to a particular
        Housing Loan, if the insurer has failed to comply with other obligations under the Master Policy.

        Exclusions

        The Master Policy does not cover any loss arising from:

        (a)       any war or warlike activities;

        (b)       the use, existence or escape of nuclear weapons or nuclear contamination;

        (c)       the existence or escape of any pollution or environmentally hazardous material;

        (d)       the fact that the Housing Loan or any collateral security is void or unenforceable; or

        (e)       any failure of the Housing Loan, mortgagor guarantee or collateral security to comply with the
                  requirements of the Consumer Credit Code.

        Submission and Payment of Claims

        A claim for loss in respect of a Housing Loan must be lodged within 28 days after the loss date unless
        otherwise agreed by the Mortgage Insurer.

8.3     PMI Mortgage Insurance Policies

        In addition to the GEMI Policy and the Existing GEMI Master Policies, some Housing Loans have been
        insured under earlier Mortgage Insurance Policies provided by PMI. Adelaide Bank has entered into
        different master policies with PMI over the years. The terms of each PMI Mortgage Insurance Policy are
        not identical.

        The following is a general description of PMI and of all the PMI policies based, where there are
        differences, on the wording of the current form of PMI Policy. The terms may change in the future.

8.3.1   General description of PMI Mortgage Insurance Limited, ACN 000 511 071 ("PMI")

        PMI Mortgage Insurance Ltd ABN 70 000 511 071 is an Australian public company registered in New
        South Wales and limited by shares. PMI Mortgage Insurance Ltd's principal activity is providing lenders'
        mortgage insurance which it has done in Australia since 1965 and in New Zealand since 1988.

        PMI Mortgage Insurance Ltd's parent is PMI Mortgage Insurance Australia (Holdings) Pty Ltd, a
        subsidiary of PMI Mortgage Insurance Co. which is a subsidiary of The PMI Group Inc. PMI Mortgage
        Insurance Co. is a leading monoline mortgage insurer in the United States.

        As of 31 December 2005, the audited financial statements of PMI Mortgage Insurance Ltd had total assets
        of A$1,079 million and shareholder's equity of A$604 million. PMI Mortgage Insurance Ltd currently has
        an insurer financial strength and Fitch Ratings of AA and by Moody's of Aa2. There is no assurance that
        the ratings will continue for any given period of time or that they will not be revised or withdrawn entirely
        by such rating agencies, if, in their judgment, circumstances so warrant. The ratings reflect each
        respective rating agency’s current assessments of the creditworthiness of PMI Mortgage Insurance Ltd
        and its ability to pay claims on its policies of insurance. Each insurer financial strength rating of PMI
        Mortgage Insurance Ltd should be evaluated independently. Any further explanation as to the
        significance of the above ratings may be obtained only from the applicable rating agency. The above
        ratings are not recommendations to buy, sell or hold any class of offered notes, and such ratings are
        subject to revision, qualification or withdrawal at any time by the applicable rating agency. Any
        downward revision, qualification or withdrawal of any of the above ratings may have a material adverse
        effect on the market prices of the offered notes. PMI Mortgage Insurance Ltd does not guarantee the

                                                       88
        market prices of the offered notes nor does it guarantee that its insurer financial strength ratings will not
        be revised, qualified or withdrawn.

        The business address of PMI Mortgage Insurance Ltd is Level 21, 50 Bridge Street, Sydney, New South
        Wales, Australia 2000.

8.3.2   PMI Mortgage Insurance Policies

        Period of Cover

        The insurance under a PMI Mortgage Insurance Policy in respect of its corresponding Housing Loan
        terminates on the earliest of the following:

        (a)       repayment in full of the Housing Loan;

        (b)       the expiry date of the policy, however if before 14 days after the expiry date of the policy
                  notice is given of default under the Housing Loan, the policy will continue solely for the
                  purpose of a claim on that default;

        (c)       the date of payment of a claim for loss under the policy; or

        (d)       cancellation of the policy in accordance with the Insurance Contracts Act 1984.

        Cover for Losses

        Subject to the exclusions outlined below, PMI must pay the insured’s loss in respect of a Housing Loan
        being the aggregate of the following amounts owed to the insured:

        (a)       the balance of the loan account at the settlement date;

        (b)       interest on the balance of the loan account from the settlement date to the date of claim (to a
                  maximum of 30 days under some PMI policies); and

        (c)       costs incurred on sale of the mortgaged property which include:

                  (i)        costs properly incurred for insurance premiums, rates, land tax (calculated on a
                             single holding basis) and other statutory charges on the mortgaged property;

                  (ii)       reasonable and necessary legal fees and disbursements incurred in enforcing or
                             protecting rights under the insured mortgage, however, total costs exceeding
                             A$5,000 can only be included with prior written approval of PMI;

                  (iii)      reasonable advertising costs relating to the sale of the mortgaged property, provided
                             that the costs do not exceed A$2,000 for any one claim without prior written
                             approval of PMI;

                  (iv)       valuation costs and agent's commission relating to the sale of the mortgaged
                             property, up to 5% of the sale price (where the actual sale price does not exceed
                             A$300,000) or the lesser of A$25,000 or 3% of the sale price (where the actual sale
                             price exceeds A$300,000);

                  (v)        reasonable and necessary costs incurred in maintaining (but not restoring) the
                             mortgaged property, provided that amounts exceeding A$2,000 will only be included
                             if incurred by the insured with the prior written consent of PMI;

                  (vi)       any GST incurred by the insured on the sale or transfer of the mortgaged property to
                             a third party in or towards the satisfaction of any debt that the borrower owes the
                             insured under the loan account, and any GST which the insured properly incurred in
                             respect of any of the costs, fees, disbursements or commissions specifically
                             identified under the policy;


                                                       89
          (vii)      any amounts applied with the prior written consent of PMI to discharge a security
                     interest having priority over the insured mortgage; and

          (viii)     reasonable and necessary property presentation costs in relation to the sale of the
                     mortgaged property provided such costs do not exceed the lesser of A$1,500 or 1%
                     of the actual sale price.

less the following deductions:

(d)       the gross proceeds of sale of the mortgaged property;

(e)       early repayment fees;

(f)       break funding costs; and

(g)       the following amounts to the extent they have not already been applied to the credit of the loan
          account:

          (i)        compensation received for any part of the mortgaged property or any collateral
                     security that has been resumed or compulsorily acquired;

          (ii)       all rents collected and other profits received relating to the mortgaged property or
                     any collateral security;

          (iii)      any sums received under any insurance policy relating to the mortgaged property not
                     applied to restoration of the mortgaged property following damage or destruction;

          (iv)       all amounts recovered from exercising rights relating to any collateral security;

          (v)        any other amount received relating to the insured mortgage or any collateral security
                     including any amounts received from the borrower, any guarantor or prior
                     mortgagee; and

          (vi)       any amount incurred by the insured in respect of GST relating to the mortgaged
                     property or any collateral security to the extent to which the insured is entitled to
                     claim an input tax credit.

Amounts owed to the insured for the purposes of paragraphs (a) to (c) of the above calculations do not
include the following amounts:

(a)       interest charged in advance;

(b)       default rate interest;

(c)       any higher interest rate payable because of failure to make prompt payment;

(d)       fines, fees or charges debited to the loan account;

(e)       costs of restoration following damage to or destruction of the mortgaged property;

(f)       costs of removal, clean up and restoration arising from contamination of the mortgaged
          property;

(g)       additional funds advanced to the borrower without PMI’s written consent;

(h)       amounts paid by the insured in addition to the loan amount to complete improvements;

(i)       cost overruns; and

(j)       any civil or criminal penalties imposed on the insured under legislation including the Consumer
          Credit Code.

                                               90
Some Housing Loans may benefit from insurance that provides timely payment cover in relation to the
failure of a borrower to make periodic repayments generally limited to 12 scheduled monthly instalments.

Reduction in Claim

The amount of a claim under a PMI Mortgage Insurance Policy may be reduced by the amount by which
the insured loss is increased due to, amongst other things:

(a)       the insured making a false or misleading statement, assurance or representation to the borrower
          or any guarantor;

(b)       the insured consenting to, without the written approval of PMI:

          (i)        the creation of any lease, licence, easement, restriction or other notification affecting
                     the mortgaged property; or

          (ii)       an increase in or acceleration of the payment obligation of the borrower under any
                     security interest having priority over the insured mortgage; or

Submission for Payment of Claims

The insured must submit a claim for loss providing all documents and information reasonably required by
PMI within 30 days of:

(a)       settlement of the sale of the corresponding mortgaged property;

(b)       notification by PMI to submit a claim for loss; or

(c)       when the mortgagee under a prior mortgage has completed the sale of the mortgaged property.




                                               91
9.      SUPPORT FACILITIES, SECURITY TRUST DEED, EURO NOTE TRUST DEED AND
        AGENCY AGREEMENT

9.1     The Interest Rate Swaps

9.1.1   Interest Rate Mismatch between Housing Loans and Floating Rate Notes

        The Issuer Trustee may receive interest on the Housing Loans with 2 different types of interest rate.
        These are:

        (a)       the Seller's variable administered rate; and

        (b)       a fixed rate where the borrower has elected this.

        This will result in an interest rate mismatch between the floating Interest Rate payable on the Floating
        Rate Notes on the one hand and the rate of interest earned on the Housing Loans on the other hand.

        In order to eliminate the mismatch, on the Closing Date, the Issuer Trustee and the Trust Manager will
        enter into a basis swap (the "Basis Swap") and a fixed rate swap (the "Fixed Rate Swap") with an
        Interest Rate Swap Provider.

        The Basis Swap will apply in respect of any Housing Loan charged a variable rate of interest as at its
        Closing Date or which converts from a fixed rate to a variable rate after that Closing Date.

        The Fixed Rate Swap will apply in respect of any Housing Loan charged a fixed rate of interest as at its
        Closing Date or which converts from a variable rate to a fixed rate of interest after that Closing Date.

        The Fixed Rate Swap and the Basis Swap will each be governed by the terms of an Interest Rate Swap
        Agreement entered into by the Trust Manager, the Issuer Trustee, the Standby Swap Provider and the
        Interest Rate Swap Provider. The initial Interest Rate Swap Provider under the Fixed Rate Swap and the
        Basis Swap will be Adelaide Bank. See Section 5.2 for a description of Adelaide Bank.

        The Standby Swap Provider under the Interest Rate Swap Agreement will be Deutsche Bank who, in
        certain circumstances (see Section 9.1.4), may also become the Interest Rate Swap Provider in respect of
        the Fixed Rate Swap. See Section 9.1.5 for a description of Deutsche Bank.

9.1.2   The Basis Swap

        The Interest Rate Swap Provider will provide the Basis Swap to the Issuer Trustee to enable the Issuer
        Trustee to hedge the interest rate mismatch between the interest rates being charged on the Housing Loans
        at a variable rate on the one hand and the floating Interest Rate payable on the Floating Rate Notes on the
        other hand.

        Under the Basis Swap, the Issuer Trustee will pay to the Interest Rate Swap Provider on each Distribution
        Date the Variable Finance Charges for the Calculation Period ending on that Distribution Date.

        The Variable Finance Charges for a Calculation Period are the Finance Charges for the Monthly Period
        immediately preceding the calendar month in which that Calculation Period ends in respect of Housing
        Loans charged interest at a variable rate during all or any relevant part of that Monthly Period, excluding:

        (a)       those Finance Charges which are expressed to be charges in sub-paragraph (a)(i) of Section
                  7.3.2 (other than any interest charges); and

        (b)       the Finance Charges referred to in paragraphs (b), (e), (f) or (h) of Section 7.3.2.

        The Interest Rate Swap Provider will in turn pay to the Issuer Trustee on each Distribution Date an
        amount calculated by reference to the BBSW plus a margin based on the principal amount outstanding on
        the Housing Loans (excluding those being charged a fixed rate) as at the beginning of the Monthly Period
        in respect of which the Variable Finance Charges for the Calculation Period ending on that Distribution
        Date are calculated. The margin over the BBSW payable by the Interest Rate Swap Provider is fixed for


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        the life of the Basis Swap and is a market based margin determined at the time the Basis Swap is entered
        into.

        If the credit rating of the Interest Rate Swap Provider is less than a short term rating of A-1 by S&P, a
        short term rating of F1 and a long term rating of A by Fitch Ratings and a short term rating of P1 or a long
        term rating of A2 by Moody's (the "Prescribed Ratings"), and if the weighted average of the variable
        rates charged on the Housing Loans is less than the Threshold Mortgage Rate, the Interest Rate Swap
        Provider must prepay its obligations under the Basis Swap to the Issuer Trustee on a monthly basis by
        depositing into an account with an Eligible Depository (which includes the Collections Account whilst it
        is held with an Eligible Depository or a financial institution that is supported by an Eligible Depository)
        an amount determined by reference to the difference between the current variable rate and the Threshold
        Mortgage Rate. To the extent that the aggregate amount of prepayments is in excess of the amount
        required, the Issuer Trustee must pay the excess to the Interest Rate Swap Provider.

9.1.3   Fixed Rate Swap

        The Interest Rate Swap Provider will provide the Fixed Rate Swap to the Issuer Trustee to enable the
        Issuer Trustee to hedge the interest rate mismatch between the interest rates being charged on Housing
        Loans at a fixed rate on the one hand and the floating Interest Rate payable on the Floating Rate Notes on
        the other hand.

        Under the Fixed Rate Swap, the Issuer Trustee will pay to the Interest Rate Swap Provider on each
        Distribution Date, the Fixed Finance Charges for the Calculation Period ending on that Distribution Date.
         The Fixed Finance Charges for a Calculation Period are the Finance Charges for the Monthly Period
        immediately preceding the calendar month in which that Calculation Period ends in respect of Housing
        Loans being charged interest at a fixed rate during all or any relevant part of that Monthly Period,
        excluding:

        (a)       those Finance Charges which are expressed to be charges in sub-paragraph (a)(i) of Section
                  7.3.2 (other than any interest charges or Mortgagor Break Costs received by the Servicer
                  (whether or not charged during a previous Monthly Period) during the Monthly Period in
                  relation to those Housing Loans net of any Mortgagor Break Benefits paid to a mortgagor in
                  relation to those Housing Loans during the Monthly Period and any reversals made during the
                  Monthly Period in respect of Mortgagor Break Costs debited in error); and

        (b)       those Finance Charges referred to in paragraphs (b), (e), (f) or (h) of Section 7.3.2.

        The Interest Rate Swap Provider will in turn pay to the Issuer Trustee on each Distribution Date an
        amount calculated by reference to the BBSW plus a margin and based on the principal amount
        outstanding on the fixed rate Housing Loans as at the beginning of the Monthly Period in respect of which
        the Fixed Finance Charges for the Calculation Period ending on that Distribution Date are calculated. The
        margin over the BBSW payable by the Interest Rate Swap Provider is fixed for the life of the Fixed Rate
        Swap (but increases by a fixed amount on the Quarterly Distribution Date falling in December 2012) and
        is a market based margin determined at the time the Fixed Rate Swap is entered into.

        If at any time the standby swap arrangements (see Section 9.1.4 below) terminate and the Interest Rate
        Swap Provider of the Fixed Rate Swap is rated less than the Prescribed Ratings, it must:

        (a)       put in place a mark-to-market collateral agreement provided that the Interest Rate Swap
                  Provider has a short term credit rating equal or greater than F2 or a long term credit rating
                  equal or greater than of BBB+ from Fitch Ratings;

        (b)       novate its rights and obligations under the Interest Rate Swap Agreement to a replacement
                  counterparty which holds credit ratings at least equal to the Prescribed Ratings; or

        (c)       procure a third party which holds credit ratings at least equal to the Prescribed Ratings, to
                  guarantee the Interest Rate Swap Provider's obligations under the Interest Rate Swap
                  Agreement.




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9.1.4   Standby Swap Provider for Fixed Rate Swap

        In the event of a payment default by Adelaide Bank as the Interest Rate Swap Provider in respect of the
        Fixed Rate Swap, the Standby Swap Provider will pay the defaulted amount to the Issuer Trustee on the
        due date for such payment, in which case such failure will not give rise to an event of default under the
        Interest Rate Swap Agreement. Adelaide Bank under the Fixed Rate Swap is required to reimburse the
        Standby Swap Provider for that payment. If it fails to do so, the rights and obligations of Adelaide Bank
        as Interest Rate Swap Provider under the Fixed Rate Swap will be automatically novated to the Standby
        Swap Provider who from that date (the "Novation Date") will become the Interest Rate Swap Provider
        under the Fixed Rate Swap.

        The standby swap arrangements will cease to have effect from the earlier of the Novation Date and the
        date Adelaide Bank as the Interest Rate Swap Provider is assigned credit ratings at least equal to the
        Prescribed Ratings.

        If at any time the credit rating of the Standby Swap Provider is less than the Prescribed Ratings it must
        either:

        (a)       put in place a mark-to-market collateral agreement provided that the Standby Swap Provider
                  has a short term credit rating equal or greater than F2 or a long term credit rating equal or
                  greater than of BBB+ from Fitch Ratings;

        (b)       novate all its rights and obligations under the Interest Rate Swap Agreement to a replacement
                  counterparty which holds credit ratings at least equal to the Prescribed Ratings; or

        (c)       procure a third party which holds credit ratings at least equal to the Prescribed Ratings, to
                  guarantee the Standby Swap Provider's obligations under the Interest Rate Swap Agreement.

        The Standby Swap Provider receives a fee from the Interest Rate Swap Provider in respect of the Fixed
        Rate Swap for its commitment under the standby swap arrangements.

9.1.5   Standby Swap Provider

        The Standby Swap Provider under the Interest Rate Swap Agreement will be Deutsche Bank. Deutsche
        Bank Aktiengesellschaft originated from the reunification of Norddeutsche Bank Aktiengesellschaft,
        Hamburg, Rheinisch-Westfälische Bank Aktiengesellschaft, Duesseldorf and Süddeutsche Bank
        Aktiengesellschaft, Munich; pursuant to the Law on the Regional Scope of Credit Institutions, these had
        been disincorporated in 1952 from Deutsche Bank Aktiengesellschaft which was founded in 1870. The
        merger and the name were entered in the Commercial Register of the District Court Frankfurt am Main on
        2 May 1957. Deutsche Bank Aktiengesellschaft is a banking institution and a stock corporation
        incorporated under the laws of Germany under registration number HRB 30 000. Deutsche Bank
        Aktiengesellschaft has its registered office in Frankfurt am Main, Germany. It maintains its head office at
        Taunusanlage 12, 60325 Frankfurt am Main and branch offices in Germany and abroad including in
        London, New York, Sydney, Tokyo and an Asia-Pacific Head Office in Singapore which serve as hubs
        for its operations in the respective regions.

        Deutsche Bank Aktiengesellschaft is the parent company of a group consisting of banks, capital market
        companies, fund management companies, a real estate finance company, instalment financing companies,
        research and consultancy companies and other domestic and foreign companies.

        As of 30 June 2006, Deutsche Bank Aktiengesellschaft's issued share capital amounted to Euro
        1,329,684,136.96 consisting of 519,407,866 ordinary shares of no par value. The shares are fully paid up
        and in registered form. The shares are listed for trading and official quotation on all the German Stock
        Exchanges. They are also listed on the Stock Exchanges in New York, Tokyo and Zurich. The
        Management Board has decided to pursue delisting on certain stock exchanges other than Germany and
        New York in order to benefit from the integration of financial markets. In respect of the stock exchanges
        Amsterdam, Brussels, London, Luxembourg, Paris and Vienna this decision was already completely
        implemented.

        The information in the preceding three paragraphs has been provided solely by Deutsche Bank
        Aktiengesellschaft for use in this Offering Circular and Deutsche Bank Aktiengesellschaft is solely

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        responsible for the accuracy of the preceding three paragraphs. Except for the foregoing three paragraphs,
        Deutsche Bank AG, in its capacity as the Standby Swap Provider and its affiliates have not been involved
        in the preparation of, and do not accept responsibility for, this Offering Circular.

9.1.6   Early Termination

        The Interest Rate Swap Provider or the Issuer Trustee may only terminate the Basis Swap or the Fixed
        Rate Swap if:

        (a)       certain insolvency related events occur with respect to the other party;

        (b)       there is a payment default which continues for 10 days after notice by the non-defaulting party
                  (except where Adelaide Bank as the Interest Rate Swap Provider is the defaulting party under
                  the Fixed Rate Swap and the Standby Swap Provider has paid the Issuer Trustee the amount in
                  respect of which the default occurred on the due date for such payment);

        (c)       the performance by the Interest Rate Swap Provider or the Issuer Trustee of any obligations
                  under the Interest Rate Swap Agreement becomes illegal due to a change in law;

        (d)       in the case of the Issuer Trustee, either an Interest Rate Swap Provider or (in the case of the
                  Fixed Rate Swap) the Standby Swap Provider fails to post such collateral or make such
                  prepayment as is required under the Interest Rate Swap Agreement and such failure continues
                  unremedied for 10 days after notice to the defaulting party;

        (e)       the Charge under the Security Trust Deed is enforced;

        (f)       due to any action taken by a taxation authority or a change in tax law the party is required to
                  gross-up payments on account of a non-resident withholding tax liability or receive payments
                  from which amounts have been withheld or deducted on account of tax; and

        (g)       the other party merges with or otherwise transfers all or substantially all of its assets to, another
                  entity and the new entity does not assume all of the obligations of that party under the swap.

        If the Issuer Trustee is not paid an amount owing to it by Adelaide Bank (as Interest Rate Swap Provider)
        under the Interest Rate Swap Agreement within 10 days of its due date for payment this will result in a
        Perfection of Title Event (see Section 10.2.1).

9.1.7   Termination of Swaps

        If not previously terminated, the Basis Swap terminates on the earlier of:

        (a)       the Quarterly Distribution Date falling in December 2012; and

        (b)       the Termination Date for the Series Trust.

        If not previously terminated, the Fixed Rate Swap terminates on the earlier of:

        (a)       the date that all of the Notes have been redeemed in full; and

        (b)       the Termination Date for the Series Trust.

        On the termination of the Basis Swap on or prior to its scheduled termination date or the Fixed Rate Swap
        prior to its scheduled termination date, the Trust Manager and the Issuer Trustee must endeavour to:

        (a)       in the case of the Basis Swap:

                  (i)        within 3 Business Days, enter into a replacement swap on terms and with a
                             counterparty in respect of which each Ratings Agency has issued a Ratings
                             Affirmation Notice;



                                                        95
                  (ii)       ensure that the Servicer complies with its obligations following the termination of
                             the Basis Swap to adjust, if necessary, the rates at which the interest offset benefits
                             are calculated under the Interest Off-Set Accounts and, if applicable, the weighted
                             average of the rates set by the Servicer on the variable rate Housing Loans (see
                             Section 6.4.5); or

                  (iii)      within 3 Business Days, enter into other arrangements in respect of which each
                             Ratings Agency has issued a Ratings Affirmation Notice; and

        (b)       in the case of the Fixed Rate Swap:

                  (i)        within 3 Business Days enter into a replacement swap on terms and with a
                             counterparty in respect of which each Ratings Agency has issued a Ratings
                             Affirmation Notice; or

                  (ii)       enter into some other arrangements in respect of which each Ratings Agency has
                             issued a Ratings Affirmation Notice.

9.2     Currency Swap

9.2.1   Purpose of the Currency Swap

        Collections by the Issuer Trustee in relation to the Housing Loans will be denominated in Australian
        dollars. However, the payment obligations of the Issuer Trustee in relation to interest and principal on the
        Class A-1 Notes are denominated in Euro. In addition, the Issuer Trustee receives A$ amounts calculated
        based on BBSW under the Basis Swap and the Fixed Rate Swap and has Euro payment obligations
        calculated based on EUR-EURIBOR-Telerate in respect of interest on the Class A-1 Notes. To hedge this
        currency and interest rate exposure, the Issuer Trustee will enter into a Currency Swap in relation to the
        Class A-1 Notes with the Currency Swap Provider.

        On the Issue Date the Issuer Trustee will be obliged to pay to the Currency Swap Provider the proceeds of
        the issue of the Class A-1 Notes in Euro. In return the Issuer Trustee will be paid the A$ Equivalent of
        that Euro amount under the Currency Swap in relation to the Class A-1 Notes (calculated by reference to
        the A$ Exchange Rate).

        The cash flow methodology in the Series Supplement provides that an A$ payment in relation to the Class
        A-1 Notes is paid by the Issuer Trustee to the Currency Swap Provider on each Quarterly Distribution
        Date (being the amount allocated to the Class A-1 Notes in accordance with Section 7.5.2(d)(i)(B) for that
        Quarterly Distribution Date and together with amounts allocated to the Class A-1 Notes in accordance
        with Section 7.5.2(d)(i)(A) for the preceding two Distribution Dates (which are not Quarterly Distribution
        Dates). Under the Currency Swap in relation to the Class A-1 Notes the Currency Swap Provider pays to
        the Principal Paying Agent (on the Issuer Trustee's behalf) on each Quarterly Distribution Date the Euro
        Equivalent of the aggregate amounts due on that Quarterly Distribution Date in relation to the Class A-1
        Notes to be applied towards principal due to the Class A-1 Noteholders in respect of the Class A-1 Notes.

        The cash flow methodology in the Series Supplement provides that the Issuer Trustee also pays to the
        Currency Swap Provider A$ floating rate payments in relation to the Class A-1 Notes on each Distribution
        Date (being the A$ Floating Amount in relation to the Class A-1 Notes on that Distribution Date). Under
        the Currency Swap in relation to the Class A-1 Notes the Currency Swap Provider pays to the Principal
        Paying Agent (on the Issuer Trustee's behalf) on each Quarterly Distribution Date, against receipt of the
        A$ Floating Amount (on that Quarterly Distribution Date and the preceding two Distribution Dates
        (which are not Quarterly Distribution Dates)), Euro floating rate payments to be applied towards interest
        due to the Class A-1 Noteholders in respect of the Class A-1 Notes on that Quarterly Distribution Date..

        The Euro Note Conditions require the Issuer Trustee to direct that the Euro amounts received by the
        Principal Paying Agent from the Currency Swap Provider are paid to the Class A-1 Noteholders in
        accordance with their entitlements and the priorities set out in the cash flow methodology (see generally
        Section 7).

        The Currency Swap in relation to the Class A-1 Notes will be documented under an ISDA Master
        Agreement between the Trust Manager, the Currency Swap Provider and the Issuer Trustee. The term

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        "Currency Swap" as used in this Offering Circular includes the schedule and letters of confirmation
        evidencing the swap transactions in relation to the Class A-1 Notes and setting out the payment
        obligations of the Issuer Trustee and the Currency Swap Provider.

9.2.2   Currency Swap Provider

        The Currency Swap Provider will be National Australia Bank Limited.

        National Australia Bank Limited ("the National"), together with its controlled entities, is an international
        financial services group that provides a comprehensive and integrated range of financial products and
        services.

        As of 29 September 2006, the National has a long term credit rating of AA- from Standard & Poor's, AA
        from Fitch Ratings and Aa3 from Moody's and a short term credit rating of A1+ from Standard & Poor's,
        F1+ from Fitch Ratings and P-1 from Moody's. The credit ratings assigned to the National by each rating
        agency may change subsequent to 29 September 2006 and persons receiving this offering circular should
        make his or her own investigation as to the credit ratings assigned to the National.

        The National has its registered office at Level 13, 140 William Street, Melbourne, Victoria, Australia.

        The information in the preceding three paragraphs has been provided by the National for use in this
        Offering Circular. Except for the preceding three paragraphs in this Section 9.2.2, the National and its
        affiliates do not accept responsibility for this Offering Circular as a whole.

9.2.3   Early Termination of the Currency Swap

        Termination by the Currency Swap Provider

        The Currency Swap Provider has the right to terminate the Currency Swap in relation to the Class A-1
        Notes in the following circumstances:

        (a)       if the Issuer Trustee fails to make a payment under the Currency Swap which is not remedied
                  by 4.00 p.m. (Sydney time) on the 10th day after receiving notice from the Currency Swap
                  Provider of such failure to pay;

        (b)       if certain bankruptcy related events occur in relation to the Issuer Trustee;

        (c)       if due to a change in or a change in interpretation of law it becomes illegal (other than as a
                  result of the introduction of certain exchange controls by an Australian governmental body) for
                  either party to make or receive payments, perform its obligations under any credit support
                  document or comply with any other material provision of the Currency Swap, each party must
                  make certain efforts to transfer their rights and obligations to avoid this illegality. If those
                  efforts are not successful then the Currency Swap Provider will have the right to terminate;

        (d)       if due to any action taken by a taxation authority or a change in tax law the Currency Swap
                  Provider is required to gross-up payments on account of a non-resident withholding tax liability
                  imposed on non-residents or receive payments from which amounts have been withheld or
                  deducted on account of tax and no entitlement to a corresponding gross-up arises other than as
                  a result of its failure to perform certain covenants or, in certain circumstances, a breach of its
                  tax representations (but only if the Euro Note Trustee has notified the Issuer Trustee, the Trust
                  Manager and the Currency Swap Provider that it is satisfied that all amounts owing to Class A-
                  1 Noteholders and the Couponholders are capable of being paid in full on the next Payment
                  Date);

        (e)       if as a result of the Issuer Trustee merging with, or otherwise transferring all or substantially all
                  its assets to another entity, the Currency Swap Provider is required to receive payments from
                  which a deduction or withholding has been made on account of a non-resident withholding tax
                  liability imposed on non-residents (other than as a result of its failure to perform certain tax
                  covenants, or, in certain circumstances, a breach of its tax representations); or




                                                        97
        (f)       if an Event of Default occurs and the Security Trustee shall have been directed in accordance
                  with and subject to the Security Trust Deed to declare, or has declared, the Secured Moneys
                  immediately due and payable.

        Termination by Issuer Trustee

        The Issuer Trustee (as directed by the Trust Manager) has the right to terminate the Currency Swap in
        relation to the Class A-1 Notes in the following circumstances:

        (a)       if the Currency Swap Provider fails to make a payment under the Currency Swap which is not
                  remedied by 10.00 am. (London time) on the 10th day after receiving notice from the Issuer
                  Trustee of such failure to pay;

        (b)       if certain bankruptcy related events occur in relation to the Currency Swap Provider;

        (c)       if the Currency Swap Provider merges with, or otherwise transfers all or substantially all of its
                  assets to, another entity and the new entity does not assume all of the obligations of the
                  Currency Swap Provider under the Currency Swap;

        (d)       if due to a change in or a change in interpretation of law it becomes illegal (other than as a
                  result of the introduction of exchange controls by an Australian governmental body) for either
                  party to make or receive payments, perform its obligations under any credit support document
                  or comply with any other material provision of the Currency Swap, each party must make
                  certain efforts to transfer their rights and obligations to avoid this illegality. If those efforts are
                  not successful then the Issuer Trustee will have the right to terminate;

        (e)       if due to any action taken by a taxation authority or a change in tax law the Issuer Trustee is
                  required to receive payments from which amounts have been withheld or deducted on account
                  of tax and no entitlement to a corresponding gross-up arises (other than as a result of its failure
                  to perform certain tax covenants or, in certain circumstances, a breach of its tax
                  representations);

        (f)       if as a result of the Currency Swap Provider merging with, or otherwise transferring all or
                  substantially all its assets to another entity (and the event in paragraph (c) is not also triggered),
                  the Issuer Trustee is required to receive payments from which a deduction or withholding has
                  been made on account of a non-resident withholding tax liability imposed on non-residents and
                  no entitlement to a corresponding gross-up arises (other than as a result of its failure to perform
                  certain tax covenants, or, in certain circumstances, a breach of its tax representations);

        (g)       if the Currency Swap Provider fails to comply with its obligations referred to in Section 9.2.6
                  below following a downgrade of its credit ratings, and such failure is not remedied within 10
                  Business Days (or such later period as the Issuer Trustee and the Trust Manager agree and the
                  Ratings Agencies confirm will not result in a reduction, qualification or withdrawal of the
                  credit ratings then assigned by them to the Class A-1 Notes) of notice of the failure being given
                  to the Currency Swap Provider; or

        (h)       if an Event of Default occurs and the Security Trustee shall have been directed in accordance
                  with and subject to the Security Trust Deed to declare, or has declared, the Secured Moneys
                  immediately due and payable.

        The Issuer Trustee may not (and the Trust Manager will not direct it to) terminate the Currency Swap in
        relation to the Class A-1 Notes without the prior written consent of the Euro Note Trustee. A requirement
        of such consent is an Extraordinary Resolution of the Class A-1 Noteholders directing such termination.

9.2.4   Termination Payments

        On the Early Termination Date (as defined in the Currency Swap Agreement) in respect of the Currency
        Swap, termination payments will be due to be paid by the Issuer Trustee to the Currency Swap Provider
        or to the Issuer Trustee by the Currency Swap Provider. If termination of the Currency Swap in relation
        to the Class A-1 Notes occurs upon or leads to an Event of Default and enforcement of the Charge under
        the Security Trust Deed, there is no guarantee that the funds realised from the sale of the relevant Housing

                                                        98
        Loans plus or minus (as the case may be) the termination payments due in respect of the Currency Swap
        will be sufficient to pay in full amounts owing to, amongst others, the Class A-1 Noteholders in the order
        set out in Section 9.5.5.

        Any termination payment payable by the Currency Swap Provider in respect of the Currency Swap in
        relation to the Class A-1 Notes will be denominated in Euro. Any termination payment payable by the
        Issuer Trustee in respect of the Currency Swap in relation to the Class A-1 Notes will be denominated in
        Australian dollars. These will be determined on the basis of quotations from leading dealers in the
        relevant market to enter into a replacement transaction that would have the effect of preserving the
        economic equivalent of any payment that would, but for the early termination, have been required under
        the terms of the Currency Swap.

9.2.5   Replacement of terminated Currency Swap

        If the Currency Swap in relation to the Class A-1 Notes is terminated prior to the scheduled termination
        date, the Trust Manager and the Issuer Trustee must endeavour to enter into one or more replacement
        currency swaps (at market rates) on terms and with a counterparty in respect of which the Ratings
        Agencies have issued a Rating Affirmation Notice.

9.2.6   Downgrade of Currency Swap Provider

        If the Currency Swap Provider does not have a short-term credit rating of A-1+ by S&P, a short-term
        credit rating of F1 by Fitch Ratings and long-term credit rating of A+ by Fitch Ratings and either a short-
        term credit rating of P-1 by Moody's or a long-term credit rating of A2 by Moody's, it must:

        (a)       enter into an agreement with the Issuer Trustee and the Trust Manager and transfer collateral to
                  the Issuer Trustee in support of its obligations under the Currency Swap in relation to the Class
                  A-1 Notes to the extent required by that agreement provided that the Currency Swap Provider
                  has a short-term credit rating equal or greater than F2 or a long-term credit rating equal or
                  greater than of BBB+ from Fitch Ratings;

        (b)       enter into an agreement novating the Currency Swap to a replacement counterparty provided
                  that the Ratings Agencies have issued a Ratings Affirmation Notice in respect of such
                  agreement and the Class A-1 Notes; or

        (c)       enter into other arrangements in respect of the Currency Swap in relation to the Class A-1
                  Notes and which the Ratings Agencies have issued a Ratings Affirmation Notice in respect of
                  the Class A-1 Notes.

        The Currency Swap Provider may satisfy its obligations following a withdrawal or downgrade of its credit
        rating in any of the foregoing manners as it elects from time to time.

        If the Currency Swap Provider lodges collateral with the Issuer Trustee, any interest or income on that
        collateral will be paid to the Currency Swap Provider. Any collateral lodged by the Currency Swap
        Provider with the Issuer Trustee will not form part of the Assets of the Series Trust, except to the extent
        the collateral is available to the Issuer Trustee under the terms of the Currency Swap Agreement, and will
        not be available to Secured Creditors upon enforcement of the Charge under the Security Trust Deed.

9.3     The Liquidity Facility

9.3.1   Purpose of the Liquidity Facility

        As described in Sections 4.5 and 6.3.2(f), borrowers may prepay an amount of principal under their
        Housing Loans and then cease to make scheduled payments under the terms of their Housing Loans. The
        Servicer does not treat the Housing Loan as being in arrears until such time as the borrower has exceeded
        the Scheduled Balance. However, this can affect the ability of the Issuer Trustee to make timely
        payments of Interest to Noteholders. Furthermore, as described in Section 5.6, if borrowers fail to make
        monthly payments in respect of Housing Loans (other than where a borrower has prepaid principal under
        its Housing Loan) this may also affect the ability of the Issuer Trustee to make timely payments of
        Interest to Noteholders. The Liquidity Facility provided by the Liquidity Facility Provider to the Issuer
        Trustee mitigates the risk of a liquidity deficiency should either of these situations occur.

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9.3.2   Liquidity Facility Provider

        The initial Liquidity Facility Provider will be ABN AMRO Bank N.V., Australian Branch.

        ABN AMRO Holding N.V. ("Holding") is incorporated as a limited liability company under Dutch law
        by deed of 30 May 1990. As the holding company of ABN AMRO Bank, N.V. Holding's main purpose is
        to own ABN AMRO Bank, N.V. and its subsidiaries. Holding owns 100 per cent. of the shares of ABN
        AMRO Bank, N.V. and is jointly and severally liable for all liabilities of ABN AMRO Bank, N.V.. ABN
        AMRO Bank, N.V. is registered in the Commercial Register of Amsterdam under number 33002587. The
        registered office of ABN AMRO Bank, N.V. is at Gustav Mahlerlaan 10, 1082 PP Amsterdam, the
        Netherlands.

        The ABN AMRO group ("ABN AMRO"), which consists of Holding and its subsidiaries (including
        ABN AMRO Bank, N.V.), is a prominent international banking group offering a wide range of banking
        products and financial services on a global basis through its network of 3,557 offices and branches in 58
        countries and territories as of year-end 2005. ABN AMRO is one of the largest banking groups in the
        world with total consolidated assets of EUR 880.8 billion as at 31 December 2005.

        ABN AMRO is the largest banking group in The Netherlands and it has a substantial presence in Italy,
        Brazil and the MidWestern United States. ABN AMRO is one of the largest foreign banking groups in
        the United States, based on total assets held as of 31 December 2005. ABN AMRO is listed on Euronext
        and the New York Stock Exchange.

        The long-term, unsecured, unsubordinated and unguaranteed debt obligations of ABN AMRO Bank,
        N.V. are currently rated "AA-" by S&P, "Aa3" by Moody’s Investors Service Inc. ("Moody's") and
        "AA-" by Fitch Ratings. The short-term, unsecured, unsubordinated and unguaranteed debt obligations
        of ABN AMRO Bank, N.V. are currently rated "A-1+" by S&P, "P-1" by Moody’s and "F1+" by Fitch
        Ratings.

        Any press releases issued by ABN AMRO can be obtained from the ABN AMRO website at
        http://www.abnamro.com/pressroom.

        The information in the preceding five paragraphs has been provided solely by ABN AMRO Bank, N.V.
        for use in this Offering Circular and ABN AMRO Bank, N.V. is solely responsible for the accuracy of
        the preceding five paragraphs. Except for the foregoing five paragraphs, ABN AMRO Bank, N.V., in its
        capacity as the Liquidity Facility Provider and the Standby Guarantor and its affiliates have not been
        involved in the preparation of, and do not accept responsibility for, this Offering Circular.

9.3.3   The Liquidity Facility Limit

        The maximum liability of the Liquidity Facility Provider under the Liquidity Facility is an amount equal
        to the Liquidity Facility Limit, being an amount equal to the lesser of:

        (a)       A$7,500,000 or such other amount as agreed in writing between the Trust Manager and the
                  Liquidity Provider (and notified to the Issuer Trustee and each Ratings Agency);

        (b)       the Performing Loans Amount; and

        (c)       the amount (if any) to which the Liquidity Facility Limit is reduced by the Trust Manager or
                  the Issuer Trustee (following receipt by the Trust Manager of a Ratings Affirmation Notice
                  from each Ratings Agency in respect of such reduction).

9.3.4   Utilisation of the Liquidity Facility

        Following the occurrence of a Net Liquidity Shortfall (see Section 7.4.3), an amount equal to the lesser of:

        (a)       the un-utilised portion of the Liquidity Facility Limit; and

        (b)       the Net Liquidity Shortfall,




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        may be available to be advanced or (in the circumstances described in Section 9.3.9) applied under the
        Liquidity Facility on each Transfer Date in or towards extinguishment of that Net Liquidity Shortfall.
        The amount so claimed or applied is referred to as an "Applied Liquidity Amount".

        The necessary documentation for drawdowns or applications to be made under the Liquidity Facility must
        be prepared by the Trust Manager and delivered to the Issuer Trustee for execution.

9.3.5   Interest and Fees

        The duration that an Applied Liquidity Amount is outstanding is divided into interest periods. Interest
        accrues daily on each Applied Liquidity Amount advanced or applied under the Liquidity Facility to meet
        a Net Liquidity Shortfall at the BBSW for that interest period plus a margin, calculated on days elapsed
        and a year of 365 days. Interest is payable on each Distribution Date, but only to the extent that moneys
        are available for this purpose in accordance with the Series Supplement (see Section 7.4.5). Any amount
        of unpaid interest will be capitalised and interest will accrue on any unpaid interest. If interest amounts
        due on a Distribution Date are not paid in full, the unpaid amounts will be carried forward so that they are
        payable by the Issuer Trustee on each following Distribution Date to the extent that funds are available for
        this purpose under the Series Supplement (see Section 7.4.5), until such amounts are paid in full.

        A commitment fee accrues daily from the Closing Date and is calculated on the un-utilised portion of the
        Liquidity Facility Limit based on the number of days elapsed and a 365 day year. The commitment fee is
        payable monthly in arrears on each Distribution Date and the termination of the Liquidity Facility, but
        only to the extent that moneys are available for this purpose in accordance with the Series Supplement
        (see Section 7.4.5). If fees due on a Distribution Date are not paid in full, the unpaid amounts will be
        carried forward so that they are payable by the Issuer Trustee on each following Distribution Date to the
        extent that funds are available for this purpose under the Series Supplement (see Section 7.4.5), until such
        amounts are paid in full.

9.3.6   Repayment of Outstanding Advances

        Each Applied Liquidity Amount outstanding on any Distribution Date is repayable on the following
        Distribution Date, but only to the extent that there are funds available for this purpose in accordance with
        the Series Supplement (see Section 7.4.5). It is not an event of default if the Issuer Trustee does not have
        funds available to repay the Applied Liquidity Amounts outstanding under the Liquidity Facility on a
        Distribution Date. If outstanding Applied Liquidity Amounts are not repaid in full on a Distribution Date,
        any unpaid amounts will be carried forward so that they are payable by the Issuer Trustee on each
        following Distribution Date to the extent that funds are available for this purpose under the Series
        Supplement (see Section 7.4.5), until such amounts are paid in full.

9.3.7   Events of Default

        Each of the following is an event of default under the Liquidity Facility (whether or not caused by any
        reason whatsoever outside the control of the Issuer Trustee or any other person):

        (a)       the Issuer Trustee fails to pay any amount due under the Liquidity Facility within 10 days of
                  the due date;

        (b)       the Issuer Trustee breaches its undertaking described in Section 9.3.10; or

        (c)       an event of default occurs under the Security Trust Deed (see Section 9.5.3) and action is taken
                  to enforce the Security Trust Deed.

        At any time after the occurrence of an event of default under the Liquidity Facility, the Liquidity Facility
        Provider may, by written notice to the Issuer Trustee, declare all advances, accrued interest and all other
        sums which have accrued due under the Liquidity Facility Agreement immediately due and payable and
        declare the Liquidity Facility terminated (in which case the obligations of the Liquidity Facility Provider
        under the Liquidity Facility Agreement will immediately terminate).




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9.3.8    Termination

         The Liquidity Facility will terminate, and the Liquidity Facility Provider's obligation to make any
         advances will cease, on the earliest of the following to occur:

         (a)       32 years after the Closing Date;

         (b)       one month after the Notes have been redeemed in full in accordance with the Series
                   Supplement and the Euro Note Conditions;

         (c)       the date on which the Liquidity Facility Provider declares the Liquidity Facility terminated
                   following an event of default under the Liquidity Facility;

         (d)       the date upon which the Liquidity Facility Limit is reduced to zero (see Section 9.3.3);

         (e)       the date declared by the Issuer Trustee to be the date on which the Liquidity Facility is to
                   terminate and the Liquidity Facility Provider is to be replaced by a substitute Liquidity Facility
                   Provider, subject to the repayment by the Issuer Trustee of all amounts outstanding under the
                   Liquidity Facility and each Ratings Agency has issued a Ratings Affirmation Notice in relation
                   to the termination of the Liquidity Facility and the appointment of the replacement Liquidity
                   Facility Provider; and

         (f)       the termination date appointed by the Liquidity Facility Provider if it becomes illegal or
                   impossible for the Liquidity Facility Provider to maintain or give effect to its obligations under
                   the Liquidity Facility as a result of a change of law or its interpretation.

9.3.9    Cash Deposit

         If the Liquidity Facility Provider ceases to have a short term credit rating by S&P of A-1, Fitch Ratings of
         F1+ and Moody's of P1, the Liquidity Facility Provider must deposit into an account held by the Issuer
         Trustee an amount equal to the then un-utilised portion of the Liquidity Facility Limit (the "Cash
         Deposit"). Thereafter, if the Trust Manager determines that a Net Liquidity Shortfall has occurred, the
         amount of such shortfall must be satisfied from the amount deposited in that account. On the termination
         of the Liquidity Facility, or if the Liquidity Facility Provider obtains the rating referred to above, the un-
         utilised portion of the Cash Deposit must be repaid to the Liquidity Facility Provider and (except in the
         case of the termination of the Liquidity Facility) any Net Liquidity Shortfalls occurring thereafter will be
         satisfied by the Liquidity Facility Provider meeting a direct claim under the Liquidity Facility.

         Interest on any Cash Deposit will be paid to the Liquidity Facility Provider.

9.3.10   Issuer Trustee Undertaking

         The Issuer Trustee has undertaken to the Liquidity Facility Provider not to consent to amend or revoke the
         provisions of any Transaction Document in a manner which would change the basis on which any
         advance under the Liquidity Facility or Applied Liquidity Amount is calculated, the entitlement of the
         Issuer Trustee to request any such advance or the basis of calculation or order of application of any
         amount to be paid or applied under the Master Trust Deed, the Series Supplement, the Euro Note
         Conditions or the Security Trust Deed without the consent of the Liquidity Facility Provider.

9.4      The Redraw Facility

9.4.1    Purpose of the Redraw Facility

         As described in Section 6.3.2(d) the Seller may provide Redraws to a mortgagor who has prepaid the
         principal amount outstanding under its Housing Loan ahead of its Scheduled Balance or has undrawn
         credit under a Line of Credit Loan. The Redraw Facility is made available to the Issuer Trustee by the
         Redraw Facility Provider to help fund the reimbursement of Redraws made by the Seller where the
         Adjusted Principal Collections for a Monthly Period are insufficient to reimburse the Seller for such
         Redraws.




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        The term of the Redraw Facility is 364 days and may be renewed at the option of the Redraw Facility
        Provider if it receives a request for extension from the Trust Manager 60 days prior to the scheduled
        termination of the Redraw Facility.

9.4.2   Redraw Facility Provider

        The initial Redraw Facility Provider will be Adelaide Bank.

9.4.3   The Redraw Facility Limit

        The maximum amount that can be advanced under the Redraw Facility is the amount of the Redraw
        Facility Limit, being at any time the lesser of:

        (a)       A$1,000,000 or such other amount as is agreed in writing from time to time between the Trust
                  Manager and the Redraw Facility Provider (and notified in writing to the Issuer Trustee and
                  each Ratings Agency); and

        (b)       the amount (if any) to which the Redraw Facility Limit has been reduced at that time by the
                  Trust Manager or the Issuer Trustee in accordance with the Redraw Facility Agreement (one of
                  the requirements for such a reduction is that each Ratings Agency has issued a Ratings
                  Affirmation Notice in relation to the reduction).

        To the extent that the Redraw Facility is fully utilised and Principal Collections for a Monthly Period are
        insufficient to reimburse Redraws made by the Seller during that Monthly Period, the Seller will be
        funding Redraws on an interest free basis.

9.4.4   Utilisation of the Redraw Facility

        Following the occurrence of a Redraw Shortfall (see Section 7.5.1) advances under the Redraw Facility
        will be made on a Transfer Date for an amount equal to the lesser of:

        (a)       the un-utilised portion of the Redraw Facility Limit; and

        (b)       the Redraw Shortfall,

        as determined on the preceding Determination Date.

        A drawing may only be made by the Issuer Trustee giving the Redraw Facility Provider a drawdown
        notice prepared by the Trust Manager and signed by the Issuer Trustee.

9.4.5   Interest and fees

        The duration of the Redraw Facility is divided into successive interest periods. Interest accrues daily on
        the Redraw Principal Outstanding at the BBSW for that interest period plus a margin, calculated on days
        elapsed and a year of 365 days. Interest is payable on each Distribution Date, but only to the extent that
        funds are available for this purpose in accordance with the Series Supplement (see Section 7.4.5). If
        interest amounts due on a Distribution Date are not paid in full, the unpaid amounts will be carried
        forward so that they are payable by the Issuer Trustee on each following Distribution Date to the extent
        that funds are available for this purpose under the Series Supplement (see Section 7.4.5), until such
        amounts are paid in full.

        A commitment fee accrues daily from the Closing Date on the un-utilised portion of the Redraw Facility
        Limit based on the number of days elapsed and a 365 day year. The commitment fee is payable monthly
        in arrears on each Distribution Date, but only to the extent that funds are available for this purpose under
        the Series Supplement. If the commitment fee due on a Distribution Date is not paid in full, the unpaid
        amount will be carried forward so that they are payable by the Issuer Trustee on each following
        Distribution Date to the extent that funds are available for this purpose under the Series Supplement (see
        Section 7.4.5), until such amounts are paid in full.




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9.4.6   Repayment of Drawings

        The principal outstanding under the Redraw Facility on any Distribution Date (after any Redraw Charge-
        Offs have been made or reimbursed) is repayable on the following Distribution Date, but only to the
        extent that there are funds available for this purpose in accordance with the Series Supplement (as
        described in Section 7.5.2). It is not an event of default if the Issuer Trustee does not have funds available
        to repay the full amount of the principal outstanding under the Redraw Facility on a Distribution Date. If
        amounts due on any Distribution Date are not paid in full, the unpaid amounts will be carried forward so
        that they are payable by the Issuer Trustee on each following Distribution Date to the extent that funds are
        available for this purpose under the Series Supplement (see Section 7.5.2), until such amounts are paid in
        full.

9.4.7   Events of Default

        Each of the following is an Event of Default under the Redraw Facility:

        (a)       the Issuer Trustee fails to pay any amount due under the Redraw Facility within 10 days of the
                  due date;

        (b)       the Issuer Trustee breaches its undertaking described in Section 9.4.9; or

        (c)       an event of default occurs under the Security Trust Deed (see Section 9.5.3) and action is taken
                  to enforce the Security Trust Deed.

        At any time after the occurrence of an event of default under the Redraw Facility, the Redraw Facility
        Provider may, without being obliged to do so and without any waiver of any previous default, by written
        notice to the Issuer Trustee declare all advances, accrued interest and/or all other sums which have
        accrued due under the Redraw Facility Agreement immediately due and payable and declare the Redraw
        Facility terminated (in which case, the obligations of the Redraw Facility Provider under the Redraw
        Facility Agreement will immediately terminate).

9.4.8   Termination

        The Redraw Facility will terminate, and the Redraw Facility Provider's obligation to make any advances
        will cease, upon the earliest to occur of the following:

        (a)       the date on which the Redraw Facility Provider declares the Redraw Facility terminated
                  following an event of default under the Redraw Facility;

        (b)       the termination date appointed by the Redraw Facility Provider if it becomes illegal or
                  impossible for the Redraw Facility Provider to continue to maintain or give effect to its
                  obligations under the Redraw Facility Agreement as a result of a change of law or its
                  interpretation;

        (c)       the expiry of 364 days from the Closing Date unless the Redraw Facility Provider has agreed to
                  extend the term of the Redraw Facility in accordance with the terms of the Redraw Facility
                  Agreement, in which case, the expiry of 364 days from the commencement date of that
                  extended term;

        (d)       the date upon which the Redraw Facility Limit is reduced to zero (see Section 9.4.3);

        (e)       the date declared by the Issuer Trustee to be the date on which the Redraw Facility is to
                  terminate and the Redraw Facility Provider is to be replaced by a substitute Redraw Facility
                  Provider, subject to the repayment by the Issuer Trustee of all amounts outstanding under the
                  Redraw Facility and each Ratings Agency issuing a Ratings Affirmation Notice in relation to
                  the termination of the Redraw Facility and the appointment of the replacement Redraw Facility
                  Provider; and

        (f)       one month after the Notes have been redeemed in full in accordance with the Series
                  Supplement and the Euro Note Trust Deed.


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9.4.9   Issuer Trustee Undertaking

        The Issuer Trustee has undertaken to the Redraw Facility Provider not to consent to amend or revoke any
        provisions of the Master Trust Deed, the Series Supplement, the Security Trust Deed or the Euro Note
        Trust Deed in respect of payments or the order of priorities of payments to be made thereunder without
        the prior written consent of the Redraw Facility Provider.

9.5     The Security Trust Deed

9.5.1   Charge

        Under the Security Trust Deed, the Issuer Trustee (as "Chargor") grants a first ranking floating charge
        (the "Charge") over the Charged Property in favour of the Security Trustee to secure the Issuer Trustee's
        obligations to the Class A-1 Noteholders, each Domestic Noteholder, the Euro Note Trustee (in its
        personal capacity and as trustee of the Euro Note Trust), each Paying Agent, each Agent Bank, the Hedge
        Providers, the Standby Swap Provider the Liquidity Facility Provider, the Redraw Facility Provider, the
        Standby Guarantor, the Servicer in respect of the Outstanding Prepayment Amount (if any) and the Seller
        in respect of the Accrued Interest Adjustment and Redraws (the "Secured Creditors"). The aggregate
        amount recoverable under the Security Trust Deed is limited to the value from time to time of the Charged
        Property. The Security Trustee holds the benefit of the Charge and certain covenants of the Issuer Trustee
        on trust for those persons who are Secured Creditors at the time the Security Trustee distributes any of the
        proceeds of the enforcement of the Charge (see Sections 9.5.5 and 9.5.6).

9.5.2   Euro Note Trustee to give notice

        If an Event of Default under the Security Trust Deed has occurred and the Euro Note Trustee has received
        notice of that occurrence, the Euro Note Trustee must notify the Class A-1 Noteholders of that event
        within 10 days or sooner if required by the rules of any stock exchange on which the Class A-1 Notes are
        listed, of becoming aware of that event provided that, except in the case of a default in payment of interest
        and principal on the Class A-1 Notes, the Euro Note Trustee may withhold such notice if it determines in
        good faith that withholding the notice is in the interests of the Class A-1 Noteholders.

9.5.3   Events of Default

        It is an event of default under the Security Trust Deed if:

        (a)        (i)        the Chargor retires or is removed as trustee of the Series Trust and is not replaced
                              within 30 days and the Trust Manager fails within a further 20 days to convene a
                              meeting of Investors to appoint a new Issuer Trustee;

                   (ii)       the Security Trustee becomes aware or is notified by the Chargor or the Trust
                              Manager that the Chargor is not entitled fully to exercise its right of indemnity
                              against the Assets of the Series Trust to satisfy any liability to a Secured Creditor
                              and the circumstances are not rectified to the reasonable satisfaction of the Security
                              Trustee within 14 days of the Security Trustee requiring the Chargor in writing to
                              rectify them; or

                   (iii)      the Series Trust is not properly constituted or is imperfectly constituted in a manner
                              or to an extent that is regarded by the Security Trustee (acting reasonably) to be
                              materially prejudicial to the interests of any class of Secured Creditor and is
                              incapable of being remedied or if it is capable of being remedied this has not
                              occurred to the reasonable satisfaction of the Security Trustee within 30 days of its
                              discovery;

        (b)        an Insolvency Event occurs in respect of the Chargor in its capacity as trustee of the Series
                   Trust;

        (c)        distress or execution is levied or a judgment, order or security interest is enforced, or can be
                   rendered enforceable by the giving of notice, lapse of time or fulfilment of any condition,
                   against any Charged Property for an amount exceeding A$1,000,000;



                                                        105
        (d)       the Charge:

                  (i)        is or becomes wholly or partly void, voidable or unenforceable; or

                  (ii)       loses the priority it had at or after the date of the Security Trust Deed (other than as
                             mandatorily preferred by law or by an act or omission of the Security Trustee);

        (e)       without the prior written consent of the Security Trustee, the Chargor transfers, leases or
                  otherwise disposes of or creates any other interest in any part of the Charged Property or
                  attempts to create or allows to exist a security interest over the Charged Property otherwise
                  than in accordance with the Master Trust Deed, the Series Supplement or the Security Trust
                  Deed;

        (f)       the Commissioner of Taxation or its delegate determines to issue a notice (under any legislation
                  which imposes a tax requiring any person obliged or authorised to pay money to the Chargor to
                  instead pay such money to the Commissioner in respect of any tax) or any fines and costs
                  imposed on the Chargor; or

        (g)       any Secured Moneys, other than any Secured Moneys relating to the Class B Notes while any
                  Class A Notes are outstanding, are not paid within 10 days of when due.

        If an event of default occurs then the Charge becomes fixed:

        (a)       over all the Charged Property if the event of default is one of those described in paragraphs (a),
                  (b), (d), (f) or (g) above; or

        (b)       over the Charged Property affected if the event of default is one of those described in paragraph
                  (c) or (e) above.

9.5.4   Enforcement

        If the Security Trustee becomes actually aware that an event of default has occurred it must notify the
        Secured Creditors and each Ratings Agency and convene a meeting of the Voting Secured Creditors to
        seek the directions contemplated by this Section 9.5.4.

        At that meeting, the Voting Secured Creditors must vote by extraordinary resolution (being not less than
        75 per cent. of all votes cast or a written resolution signed by all Voting Secured Creditors) on whether to
        direct the Security Trustee to:

        (a)       declare the Notes and all other Secured Moneys immediately due and payable;

        (b)       appoint a receiver, and if a receiver is appointed, to determine the amount of the receiver's
                  remuneration;

        (c)       instruct the Chargor to sell and realise the Charged Property; and/or

        (d)       take such further action as the Secured Creditors may specify in the extraordinary resolution
                  and which the Security Trustee indicates that it is willing to take.

        The Security Trustee is required to take all action to give effect to any extraordinary resolution of the
        Voting Secured Creditors only if the Security Trustee, as required by it in its absolute discretion, is
        adequately indemnified from the Charged Property or has been indemnified by the Secured Creditors in a
        form reasonably satisfactory to the Security Trustee (which may be by way of an extraordinary resolution
        of the Secured Creditors) against all actions, proceedings, claims and demands to which it may render
        itself liable, and all costs, charges, damages and expenses which it may incur, in giving effect to the
        extraordinary resolution.

        If the Security Trustee convenes a meeting of the Voting Secured Creditors or is required by an
        extraordinary resolution of the Voting Secured Creditors to take any action in relation to the enforcement
        of the Security Trust Deed and the Security Trustee advises the Voting Secured Creditors that it will not
        take that action in relation to the enforcement of the Security Trust Deed unless it is personally

                                                      106
        indemnified by the Voting Secured Creditors to its reasonable satisfaction against all actions, proceedings,
        claims, demands, costs, charges, damages and expenses in relation to the enforcement of the Security
        Trust Deed and put in funds to the extent to which it may become liable and the Voting Secured Creditors
        refuse to grant the requested indemnity and put it into funds, the Security Trustee will not be obliged to
        act in relation to such action. In these circumstances, the Voting Secured Creditors may exercise such
        powers, and enjoy such protections and indemnities, of the Security Trustee under the Security Trust
        Deed in relation to the enforcement of the Security Trust Deed as they determine by extraordinary
        resolution. The Security Trustee will not be liable in any manner whatsoever if the Voting Secured
        Creditors exercise, or do not exercise, the rights given to them as described in the sentence preceding.
        Except in the foregoing situation, the powers, rights and remedies (including the power to enforce the
        Charge or to appoint a receiver to any of the Charged Property) are exercisable by the Security Trustee
        only and no Voting Secured Creditor is entitled to exercise them.

        The Security Trustee must not take any steps to enforce the Charge unless the Voting Secured Creditors
        have passed an extraordinary resolution directing it to take such action or in the opinion of the Security
        Trustee the delay required to obtain the consent of the Voting Secured Creditors would be prejudicial to
        the interests of the Secured Creditors.

        The Security Trustee is entitled, on such terms and conditions it deems expedient, without the consent of
        the Voting Secured Creditors, to agree to any waiver or authorisation of any breach or proposed breach of
        the Transaction Documents (including the Security Trust Deed) and may determine that any event that
        would otherwise be an event of default will not be treated as an event of default for the purposes of the
        Security Trust Deed, which is not, in the opinion of the Security Trustee, materially prejudicial to the
        interests of the Voting Secured Creditors.

        The Security Trustee is not required to ascertain whether an Event of Default has occurred and, until it has
        actual notice to the contrary, may assume that no Event of Default has occurred and that the parties to the
        Transaction Documents (other than the Security Trustee) are performing all of their obligations.

        Subject to any notices or other communications it is deemed to receive under the terms of the Security
        Trust Deed, the Security Trustee will only be considered to have knowledge, awareness or notice of a
        thing or grounds to believe anything by virtue of the officers of the Security Trustee (or any Related Body
        Corporate of the Security Trustee) which have day to day responsibility for the administration or
        management of the Security Trustee's (or any Related Body Corporate of the Security Trustee's)
        obligations in relation to the Series Trust or the Security Trust Deed, having actual knowledge, actual
        awareness or actual notice of that thing, or grounds or reason to believe that thing. Notice, knowledge or
        awareness of an event of default means notice, knowledge or awareness of the occurrence of the events or
        circumstances constituting an event of default.

9.5.5   Priorities under the Security Trust Deed

        The proceeds from the enforcement of the Charge are to be applied in the following order of priority,
        subject to any statutory or other priority which may be given priority by law:

        (a)       first, towards satisfaction of amounts which become owing or payable under the Security Trust
                  Deed to indemnify the Security Trustee, the Trust Manager, any receiver or other person
                  appointed under the Security Trust Deed against all loss, liability and reasonable expenses
                  incurred by that person in performing any of their duties or exercising any of their powers
                  under the Security Trust Deed (except the receiver's remuneration) and payment of the
                  Chargor's lien over right of indemnification from, the Charged Property;

        (b)       second, in payment pari passu and rateably of any fees and any liabilities, losses, costs, claims,
                  actions, damages, expenses, demands, charges, stamp duties and other taxes due to the Security
                  Trustee, the Euro Note Trustee, each Paying Agent, the Agent Bank and receiver's
                  remuneration;

        (c)       third, in payment pari passu and rateably of such other outgoings and/or liabilities that the
                  receiver, the Security Trustee or the Euro Note Trustee has incurred in performing its
                  obligations or exercising its powers under the Security Trust Deed and, in the case of the Euro
                  Note Trustee, in accordance with the Euro Note Trust Deed;



                                                      107
(d)   fourth, in payment of other security interests over the Charged Property which the Security
      Trustee is aware have priority over the Charge (other than the Chargor's lien over and right of
      indemnification from, the Charged Property), in the order of their priority;

(e)   fifth, in payment to the Class A-1 Noteholders of the Currency Swap Termination Proceeds (if
      any) towards satisfaction of any Secured Money owing in relation to the Class A-1 Notes (such
      Secured Money for this purpose will be denominated in Euro);

(f)   sixth, in payment pari passu and rateably to the Liquidity Facility Provider of the Outstanding
      Cash Deposit, to the Servicer of the Outstanding Prepayment Amount, to each Interest Rate
      Swap Provider (other than Deutsche Bank) of the Outstanding Interest Hedge Prepayment
      Amount in relation to that Interest Rate Swap Provider and to the Currency Swap Provider of
      the Outstanding Currency Swap Prepayment Amount;

(g)   seventh, in payment to the Seller of any unpaid Accrued Interest Adjustment;

(h)   eighth, pari passu and rateably:

      (i)       to the Senior Noteholders (where Secured Moneys owing in respect of the principal
                component of the Senior Notes will be calculated based on their Stated Amount and
                where such Secured Money in respect of Senior Notes which are Class A-1 Notes
                will be converted from Euro to Australian dollars at the A$ Exchange Rate or the
                spot exchange rate, whichever rate produces the lesser amount of Australian dollars)
                firstly towards all interest accrued but unpaid on the Senior Notes (distributed
                rateably among the Senior Notes); and secondly, in the reduction of the Stated
                Amount in respect of the Senior Notes (distributed rateably among the Senior
                Notes);

      (ii)      to the Liquidity Facility Provider of any other amounts owing under the Liquidity
                Facility Agreement;

      (iii)     to the Redraw Facility Provider of all amounts owing under the Redraw Facility
                Agreement;

      (iv)      to the Standby Guarantor of any amounts owing to the Standby Guarantor under the
                Standby Guarantee;

      (v)       to each Interest Rate Swap Provider of all other amounts owing under any Interest
                Rate Swap Agreement;

      (vi)      to the Currency Swap Provider of any other Secured money owing to the Currency
                Swap Provider under the Currency Swap Agreement; and

      (vii)     to the Seller the amount of all Redraws made by the Seller which have not been
                reimbursed by the Chargor;

(i)   ninth, pari passu and rateably

      to the Senior Noteholders of all remaining amounts owing in respect of the Senior Notes
      (including any unreimbursed Charge-Offs with respect to the Class A Notes and the Redraw
      Notes) (such Secured Moneys in respect of the Class A-1 Notes to be converted from Euro to
      Australian dollars at the A$ Exchange Rate or the spot exchange rate, whichever rate produces
      the lesser amount of Australian dollars);

(j)   tenth, if after the application of the Euro to Australian dollar conversion for the purposes of
      paragraphs (h) and (i) above and the application of paragraph (e), there are still Secured
      Moneys owing in respect of Class A-1 Notes, then payment towards such remaining Secured
      Money until, after application of the conversion of Euro to Australian dollars at the A$
      Exchange Rate or the spot exchange rate, whichever rate produces the lesser amount of
      Australian dollars, all such Secured Moneys are paid to Class A-1 Noteholders;



                                         108
        (k)       eleventh, in payment to the Class B Noteholders firstly of accrued but unpaid interest on the
                  Class B Notes (to be distributed pari passu and rateably amongst the Class B Notes) and
                  secondly in reduction of the Invested Amount of the Class B Notes (to be distributed pari passu
                  amongst the Class B Notes);

        (l)       twelfth, rateably of any amounts forming part of the moneys secured by the Charge and owing
                  to a Secured Creditor;

        (m)       thirteenth, in payment of subsequent security interests over the Charged Property of which the
                  Security Trustee is aware in the order of their priority; and

        (n)       finally, in payment of the surplus to the Chargor be distributed in accordance with the terms of
                  the Master Trust Deed and the Series Supplement.

        Any proceeds from the termination of the Currency Swap in relation to the Class A-1 Notes must be
        applied first in accordance with paragraph (e) above, with any remaining proceeds to be applied in
        accordance with the order of priority set out above.

        Payments to Class A-1 Noteholders will be effected in Euro obtained by the Security Trustee either from
        any termination payment received from the Currency Swap Provider or by converting the A$ available for
        such payments, based on the priority set out above, at the A$ Exchange Rate or the spot exchange rate (as
        advised by the Trust Manager), whichever rate produces the lesser amount of Australian dollars.

        Upon enforcement of the security created by the Security Trust Deed, the net proceeds may be insufficient
        to pay all amounts due on redemption to the Noteholders. Any claims of the Noteholders remaining after
        the realisation of the security and the application of the proceeds shall be extinguished.

9.5.6   Collateral under Interest Rate Swap Agreement

        Any collateral paid under a Interest Rate Swap Agreement by Deutsche Bank will not be distributed in
        accordance with Section 9.5.5. Instead, any such collateral will, subject to the operation of any netting
        provisions in the relevant Interest Rate Swap Agreement, be returned to Deutsche Bank, except to the
        extent that the relevant Interest Rate Swap Agreement requires it to be applied to satisfy any obligation
        owed to the Issuer Trustee by Deutsche Bank.

9.5.7   Amendments to the Security Trust Deed

        Subject to 5 Business Days' prior notice in writing being given to each Ratings Agency (or such other
        time as is agreed between the Trust Manager and the Ratings Agencies), the Security Trustee, the Trust
        Manager, the Euro Note Trustee and the Chargor may amend the Security Trust Deed if the amendment:

        (a)       in the opinion of the Security Trustee (or a barrister or solicitor instructed by the Security
                  Trustee) is necessary or expedient to comply with any statute or regulation or with the
                  requirements of any governmental agency;

        (b)       in the opinion of the Security Trustee is to correct a manifest error or ambiguity or is of a
                  formal, technical or administrative nature only;

        (c)       in the opinion of the Security Trustee is appropriate or expedient as a consequence of any
                  amendment to any statute or regulation or altered requirements of any governmental agency or
                  any decision of any court (including an alteration which in the opinion of the Security Trustee
                  is appropriate as a consequence of the enactment of, or amendment to, any statute or regulation
                  or any tax ruling or government announcement or statement or any decision handed down by a
                  court altering the manner or basis of taxation of trusts); or

        (d)       in the opinion of the Security Trustee and the Chargor is otherwise desirable for any reason.

        If any amendment, addition or revocation referred to in paragraph (d) above, in the opinion of the Euro
        Note Trustee, affects the Class A-1 Noteholders only or in a manner differently to Secured Creditors
        generally, alters the terms of the Class A-1 Notes or is materially prejudicial to the rights of Class A-1


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         Noteholders, the alteration, addition or revocation will not be effective unless the consent of Class A-1
         Noteholders owning 75 per cent. of the aggregate Invested Amount of the Class A-1 Notes is obtained.

         If an amendment referred to in paragraph (d) above will be or is likely to be, in the opinion of the Security
         Trustee, materially prejudicial to the interests of all Noteholders or of a particular class of Noteholders
         (or, in the case of Class B Noteholders, effect a Class B Basic Term Modification), then the amendment
         can only be made if an extraordinary resolution approving the amendment is passed by all Noteholders or
         Noteholders of the relevant class (being a resolution requiring not less than 75 per cent. of all votes cast or
         a written resolution signed by the relevant Noteholders).

9.5.8    Security Trustee Costs and Remuneration

         The Security Trustee is entitled to be reimbursed for all costs incurred in acting as Security Trustee.

         The Security Trustee is entitled to be remunerated at the rate agreed from time to time between the Trust
         Manager, the Security Trustee and the Chargor (such rate may include a component that represents or is
         referable to a goods and services tax).

9.5.9    Limitations on Security Trustee's and Chargor's Liability

         The Security Trustee's liability under the Security Trust Deed is limited to the amount the Security
         Trustee is able to be satisfied out of the assets held on trust by it under the Security Trust Deed from
         which the Security Trustee is actually indemnified for the liability. However, this limitation will not
         apply to the extent that the Security Trustee's right of indemnity is reduced as a result of fraud, negligence
         or wilful default on the part of the Security Trustee or its officers, employees or agents or any other
         person whose acts or omissions the Security Trustee is liable for under the Transaction Documents.

         The Chargor's liability under the Security Trust Deed is limited to the extent to which it can be satisfied
         out of the Assets of the Series Trust out of which the Chargor is actually indemnified for the liability,
         except in the case of fraud, negligence or wilful default on the part of the Chargor or its officers,
         employees or agents or any other person whose acts or omissions the Chargor is liable for under the
         Transaction Documents.

9.5.10   Limitation of Responsibility and Liability of the Security Trustee

         The Security Trust Deed contains a range of provisions regulating the scope of the Security Trustee's
         duties and liabilities. These include (which list is not exhaustive) the following:

         (a)        the Security Trustee is not required to monitor whether an event of default has occurred or
                    inquire as to compliance by the Chargor or the Trust Manager with the Transaction Documents,
                    or their other activities;

         (b)        the Security Trustee is not required to take any enforcement action under the Security Trust
                    Deed, except as directed by an extraordinary resolution of Secured Creditors;

         (c)        the Security Trustee is not required to act in relation to the enforcement of the Security Trust
                    Deed unless its liability is limited in a manner satisfactory to it and the Secured Creditors place
                    it in funds and indemnify it to its satisfaction;

         (d)        the Security Trustee is not responsible for the adequacy or enforceability of any Transaction
                    Documents;

         (e)        the Security Trustee need not give to the Secured Creditors information concerning the Chargor
                    or the Trust Manager which comes into the possession of the Security Trustee;

         (f)        the Chargor gives wide ranging indemnities to the Security Trustee in relation to its role as
                    Security Trustee; and

         (g)        the Security Trustee may rely on documents and information provided by the Chargor or the
                    Trust Manager.


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9.5.11   Disclosure of Information

         In relation to information which the Chargor in its capacity as trustee of the Series Trust or the Security
         Trustee in its capacity as trustee of the Security Trust (the "Recipient") receives from any of the Trust
         Manager or the Noteholders in relation to the Series Trust, the AB Trust or the Security Trust (the
         "Information"), the Recipient is entitled to make available (to the extent permitted by law) such
         Information to:

         (a)       any Related Body Corporate of the Recipient which acts as custodian or Security Trustee of the
                   Assets of the Series Trust or the AB Trust assets or which otherwise has responsibility for the
                   management or administration of the Series Trust or the AB Trust, including their respective
                   assets; and

         (b)       the Recipient acting in its capacity as Trust Manager, custodian or Servicer (as applicable) of
                   the Series Trust.

         The Recipient will not have any liability for the use, non-use, communication or non-communication of
         the Information in the above manner, except to the extent to which the Recipient has an express
         contractual obligation to disclose or not disclose or to use or not use certain information received by it and
         fails to do so.

9.6      The Standby Guarantee

9.6.1    Purpose of the Standby Guarantee

         The Collections Account is permitted to be maintained with the Servicer:

         (a)       whilst the Servicer is an Eligible Depository; or

         (b)       where the Servicer is not an Eligible Depository, the Collections Account may still be
                   maintained with the Servicer provided that:

                   (i)        the Servicer’s obligations to credit to, and to repay from, in accordance with normal
                              banking practice, moneys deposited to the Collections Account are supported by a
                              standby guarantee from an Eligible Depository; or

                   (ii)       each Ratings Agency has issued a Ratings Affirmation Notice in relation to the
                              Collection Account being held with the Servicer.

         As Adelaide Bank will not be an Eligible Depository on the Closing Date, the Standby Guarantee
         provided in support of Adelaide Bank’s obligations in respect of the Collections Account allows the
         Collections Account to be maintained with Adelaide Bank. The obligations of the Standby Guarantor
         under the Standby Guarantee are currently rated A-1+ by S&P, F1+ by Fitch Ratings and P1 by Moody's.

         Under the Standby Guarantee, the Standby Guarantor guarantees to the Issuer Trustee that whilst the
         Collections Account is held with Adelaide Bank, Adelaide Bank will not fail to:

         (a)       deposit into the Collections Account:

                   (i)        each Collection received by Adelaide Bank; and

                   (ii)       as Interest Rate Swap Provider, amounts in respect of Net Prepayment amounts;

         (b)       make payment in respect of cheques (if any) drawn by the Issuer Trustee on Adelaide Bank in
                   respect of the Collections Account; or

         (c)       transfer to the Issuer Trustee from the Collections Account cleared funds, in accordance with
                   normal banking practice, on the date required for such transfer under the Master Trust Deed or
                   the Series Supplement or on the date requested pursuant to a request or direction from the
                   Issuer Trustee made in accordance with the Master Trust Deed or the Series Supplement.


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9.6.2   Standby Guarantor

        The Standby Guarantor is ABN AMRO Bank N.V. Australian Branch. For the description of ABN
        AMRO group, see Section 9.3.2.

9.6.3   Standby Guarantee Facility Limit

        The obligations of the Standby Guarantor under the Standby Guarantee are limited to the Standby
        Guarantee Facility Limit, being the lesser of:

        (a)       A$75,000,000;

        (b)       such other amount as agreed in writing from time to time between Adelaide Bank, the Trust
                  Manager and the Standby Guarantor (and notified to the Issuer Trustee and each Ratings
                  Agency); and

        (c)       the amount to which the Standby Guarantee Facility Limit is reduced by the Trust Manager
                  (following receipt by the Trust Manager of a Ratings Affirmation Notice (which must be
                  notified to the Standby Guarantor and the Issuer Trustee) from each Ratings Agency in respect
                  of such reduction).

        To the extent that the aggregate of the amounts standing to the credit of and to be credited to the
        Collections Account exceed the Standby Guarantee Facility Limit, such excess must be transferred by the
        Issuer Trustee to a new Collections Account with an Eligible Depository. The Issuer Trustee is not
        required to carry out this action if the Ratings Agencies have, within 2 Business Days of being notified of
        the existence of the excess, issued a Ratings Affirmation Notice in relation to the failure to transfer the
        excess to a new Collections Account.

9.6.4   Termination of Standby Guarantee

        The Standby Guarantee can be revoked by the Standby Guarantor at any time by notice in writing to the
        Issuer Trustee and the Servicer (copied to the Trust Manager and each Ratings Agency). The liability of
        the Standby Guarantor under the Standby Guarantee will terminate (except in relation to the pre-existing
        liabilities of the Standby Guarantor) with effect on the date (the "Revocation Date") 90 days after the
        date the notice was served on the Issuer Trustee and the Servicer.

        Furthermore, the Standby Guarantee will terminate with immediate effect upon the occurrence of any of
        the following:

        (a)       the date which is 1 month after all the Notes are redeemed in full;

        (b)       the date on which the Trust Manager validly exercises its power to cancel the Standby
                  Guarantee by written notice to the Standby Guarantor and the Servicer (with a copy to the
                  Issuer Trustee) as a consequence of the occurrence of any of the following:

                  (i)        a withdrawal or reduction of the credit ratings assigned by each Ratings Agency to
                             the obligations of the Standby Guarantor under the Standby Guarantee which a
                             Ratings Agency has confirmed in writing will or could result in a downgrade,
                             withdrawal or reduction of the credit ratings then assigned by it to the Notes, and the
                             Trust Manager has given the Issuer Trustee and each Ratings Agency 7 Business
                             Days’ notice of its intention to cancel the Standby Guarantee and given to the
                             Standby Guarantor written confirmation from each Ratings Agency that the Ratings
                             Agency will, or proposes to, downgrade, reduce or withdraw the credit rating then
                             assigned by it to the Notes;

                  (ii)       the receipt by the Trust Manager of a copy of an increased costs notice from the
                             Standby Guarantor to the Servicer provided each Ratings Agency has confirmed that
                             a cancellation of the Standby Guarantee will not result in a downgrade, withdrawal
                             or reduction of the credit ratings then assigned by it to the Notes;

                  (iii)      the occurrence of an Insolvency Event in respect of the Standby Guarantor; or

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                  (iv)       there is no money outstanding under the Standby Guarantee and (provided 14 days
                             have elapsed since service of the notice):

                             A          the Servicer is an Eligible Depository;

                             B          each Ratings Agency confirms that a cancellation of the Standby
                                        Guarantee will not result in a downgrade, withdrawal or reduction of the
                                        credit ratings then assigned by it to the Notes; or

                             C          the Trust Manager has arranged a replacement Standby Guarantee which
                                        is acceptable to each Ratings Agency to maintain the credit rating
                                        assigned by it to the Notes;

        (c)       if at any time after a Guarantee Payment (as defined in the Standby Guarantee) has been made,
                  money owed by the Issuer Trustee or the Servicer under the Standby Guarantee is not received
                  within 2 Business Days of its due date;

        (d)       the date on which any of the events of default in respect of the Security Trust Deed described in
                  Section 9.5.3(b), (d), (e) or (f) occur;

        (e)       the date on which the Trust Manager or the Issuer Trustee, without the written consent of the
                  Standby Guarantor, consents to amend, add to or revoke (or, in the case of the Trust Manager,
                  directs the Issuer Trustee to amend, add to or revoke) provisions of the Master Trust Deed or
                  the Series Supplement in respect of payments or the order of priority of payments; or

        (f)       the date on which it becomes illegal for the Standby Guarantee to be provided and, as a result,
                  Adelaide Bank receives notice from the Standby Guarantor to pay any outstanding money
                  owed by Adelaide Bank to the Standby Guarantor.

        The Standby Guarantee will terminate 30 days after the occurrence of any of the following dates:

        (a)       the date on which a Perfection of Title Event occurs and the Standby Guarantor has given the
                  Issuer Trustee and the Servicer a notice to that effect;

        (b)       the date in which any of the events of default in respect of the Security Trust Deed described in
                  Section 9.5.3(a), (c) or (g) occur;

        (c)       the date that any material representation or warranty by the Issuer Trustee, Adelaide Bank or
                  Trust Manager in connection with the Standby Guarantee is discovered by the Standby
                  Guarantor (and notified to the Issuer Trustee, Adelaide Bank and the Trust Manager), or is
                  discovered by the Issuer Trustee, Adelaide Bank or the Trust Manager (and notified to the
                  Standby Guarantor), to be incorrect when made, and the breach of the representation or
                  warranty is not remedied by the appropriate party.

        During the 30 day period prior to termination of the Standby Guarantee following the occurrence of any
        of the dates described in paragraphs (a), (b) and (c) above, the Standby Guarantee will not be available in
        respect of deposits made into the Collections Account during that 30 day period, and will only be
        available in respect of existing deposits if they are or once they become cleared funds.

9.6.5   Fees and Interest

        The fee which is payable to the Standby Guarantor in connection with, and interest on payments made by
        the Standby Guarantor under, the Standby Guarantee are payable by Adelaide Bank.

9.7     Euro Note Trust Deed

9.7.1   Covenant of Compliance

        Under the Euro Note Trust Deed, each of the Issuer Trustee and the Trust Manager severally covenants
        with the Euro Note Trustee that it will perform all of its material obligations under the Transaction


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        Documents. The Euro Note Trustee holds the benefit of these covenants on trust for itself and the Class
        A-1 Noteholders pursuant to the Euro Note Trust Deed.

9.7.2   Directions by Class A-1 Noteholders

        Under the Euro Note Trust Deed, the Euro Note Trustee may convene a meeting of Class A-1 Noteholders
        to seek directions from the Class A-1 Noteholders from time to time including following the occurrence
        of an Event of Default under the Security Trust Deed.

        The Euro Note Trustee will not be responsible for acting in good faith upon a direction given or
        purporting to have been given by a Resolution or Extraordinary Resolution of the Class A-1 Noteholders.

        If the Euro 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 Euro 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 Euro 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 votes cast for or against the
        proposal at a meeting of the Class A-1 Noteholders, convened in accordance with the Euro Note Trust
        Deed by the Euro Note Trustee for the purpose of seeking directions.

9.7.3   Amendments to Class A-1 Notes and Euro Note Trust Deed

        The Issuer Trustee, the Trust Manager and the Euro Note Trustee, may alter, add to or revoke any
        provision of the Euro Note Trust Deed or the Class A-1 Notes, without the consent or sanction of any
        Class A-1 Noteholder if, in the opinion of the Euro Note Trustee (or if a barrister or solicitor instructed by
        the Euro Note Trustee):

        (a)       it is necessary or expedient to comply with the provisions of any law or regulation or with the
                  requirements of any government agency;

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

        (c)       it is appropriate or expedient as a consequence of an alteration to any law or regulation or
                  altered requirements of the government of any jurisdiction or any governmental agency or any
                  decision of any court including an alteration, addition or revocation which is appropriate or
                  expedient as a result of an alteration to Australia's tax laws or any ruling by the Australian
                  Commissioner or Deputy Commissioner of Taxation or any governmental announcement or
                  statement or any decision of any court 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 to the trusts
                  under the Euro Note Trust Deed; or

        (d)       is otherwise desirable for any reason and:

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

                  (ii)       if it is in the opinion of the Euro Note Trustee likely, upon coming into effect, to be
                             materially prejudicial to the Class A-1 Noteholders, the consent is obtained of Class
                             A-1 Noteholders by an Extraordinary Resolution, excluding Notes beneficially
                             owned by the Issuer Trustee or the Trust Manager or any person controlling or
                             controlled by or under common control with the Issuer Trustee or the Trust Manager.

        Any alteration, addition or revocation must be notified to the Ratings Agencies 5 Business Days in
        advance.

        The Euro Note Trustee shall notify all Class A-1 Noteholders that an amendment has been made as soon
        as reasonably practicable after the amendment has been made and will make a copy of such amendment
        available at its offices to the Class A-1 Noteholders.




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9.7.4   Limitations on Euro Note Trustee's Power to direct disposal of the Charged Property

        If any of the Class A-1 Notes remains outstanding and is due and payable otherwise than by reason of a
        default in payment of any amount due on the Class A-1 Notes, the Euro Note Trustee must not vote under
        the Security Trust Deed, or otherwise direct the Security Trustee, to dispose of the Charged Property
        unless:

        (a)       the Euro Note Trustee is of the opinion (which will be binding to the Class A-1 Noteholders)
                  reached after considering at any time and from time to time the advice of an investment bank or
                  other financial adviser selected by the Euro Note Trustee in good faith and with due care, that a
                  sufficient amount would be realised to discharge in full all amounts owing to the relevant Class
                  A-1 Noteholders and the holders of the related Coupons and any other amounts payable by the
                  Issuer Trustee ranking in priority to or pari passu with the Class A-1 Notes;

        (b)       the Euro Note Trustee is of the opinion (which will be binding on the Class A-1 Noteholders)
                  reached after considering at any time and from time to time the advice of an investment bank or
                  other financial adviser selected by the Euro Note Trustee in good faith and with due care, that
                  the cash flow to be received by the Issuer Trustee (or the Security Trustee under the Security
                  Trust Deed) will not (or that there is a significant risk that it will not) be sufficient, having
                  regard to any other relevant actual, contingent or prospective liabilities of the Issuer Trustee, to
                  discharge in full in due course all the amounts referred to in paragraph (a) above; or

        (c)       the Euro Note Trustee is so directed by an Extraordinary Resolution of the Class A-1
                  Noteholders.

9.7.5   Meeting of Class A-1 Noteholders

        The Issuer Trustee, Euro Note Trustee and the Trust Manager may convene a meeting of the Class A-1
        Noteholders at any time by giving at least 7 days' notice to all the Class A-1 Noteholders in accordance
        with Condition 11 of the Euro Note Conditions or if the Class A-1 Notes are in global form by giving the
        relevant notice to Euroclear and/or Clearstream, Luxembourg unless otherwise agreed by the relevant
        Class A-1 Noteholders in accordance with the Euro Note Trust Deed. The Euro Note Trustee must
        convene a meeting of Class A-1 Noteholders if requested to do so by Class A -1 Noteholders holding not
        less than 10 per cent. of the outstanding principal amount of the Class A-1 Notes.

        Under the Euro Note Trust Deed, a meeting of Class A-1 Noteholders has power, exercisable by
        Extraordinary Resolution, to sanction or authorise a wide range of actions including, without limitation, to
        sanction any proposal by the Issuer Trustee for any modification, abrogation, variation or compromise of,
        or arrangement in respect of, the rights of the Class A-1 Noteholders against the Issuer Trustee, to
        sanction the exchange or substitution of the Class A-1 Notes, or the conversion of the Class A-1 Notes
        into other obligations or securities of the Issuer Trustee, to discharge or exonerate the Issuer Trustee from
        any liability in respect of any act or omission for which it may become responsible under the Euro Note
        Conditions or the Euro Note Trust Deed, or to authorise the Issuer Trustee or any other person to concur
        in and execute and do all such documents, acts and things as may be necessary to carry out and give effect
        to any Extraordinary Resolution.

9.7.6   Appointment of Euro Note Trustee

        Citicorp Trustee Company Limited will serve as the Euro Note Trustee. The corporate trust office of the
        Euro Note Trustee responsible for the administration of the Euro Note Trustee's obligations in relation to
        the Series Trust is located at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB.

9.7.7   Euro Note Trustee's fees and expenses

        The Issuer Trustee will pay to Citicorp Trustee Company Limited, for its role as Euro Note Trustee, a fee
        as described in Section 9.9.

9.7.8   Delegation by Euro Note Trustee

        The Euro Note Trustee will be entitled to delegate its duties, powers, authorities, trusts and discretions
        under the Euro Note Trust Deed to any related company of the Euro Note Trustee or to any other person

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         in accordance with the Euro Note Trust Deed or as agreed by the Trust Manager. The Euro Note Trustee
         at all times remains liable for the acts or omissions of any related body corporate of the Euro Note Trustee
         acting as its delegate.

         Subject to the Euro Note Trust Deed, the Euro Note Trustee may delegate all or any of the duties, powers,
         authorities, trusts and discretions vested in it by the Euro Note Trust Deed. However, except as provided
         in any Transaction Document, the Euro Note Trustee may not delegate any material part of its powers,
         duties or obligations as Euro Note Trustee, unless such delegation follows an Event of Default and is in
         respect of powers, duties and obligations to be exercised or performed in Australia.

         Provided that the Euro Note Trustee has exercised good faith and due care in the selection of such
         delegate, and provided the delegate is not a Related Body Corporate of the Euro Note Trustee, it will not
         be in any way responsible for loss incurred by reason of misconduct or default on the part of any such
         delegate or sub-delegate.

9.7.9    Indemnity of Euro Note Trustee

         The Euro Note Trustee will be entitled to be indemnified from the assets of the Euro Note Trust against
         all liability, expense, costs, charges, taxes, stamp duties and losses other than general overhead costs and
         expenses, properly incurred by the Euro Note Trustee, or its properly appointed agents or delegates, in the
         performance of its obligations under the Euro Note Trust Deed or any other Transaction Document.

         However, this limitation will not apply to the extent that the Euro Note Trustee's right of indemnity is
         reduced as a result of fraud, negligence or wilful default on the part of the Euro Note Trustee or its
         officers, employees or agents or any other person whose acts or omissions the Euro Note Trustee is liable
         for under the Transaction Documents.

9.7.10   Removal of Euro Note Trustee

         The Euro Note Trustee will retire as Euro Note Trustee if:

         (a)       an Insolvency Event occurs in relation to the Euro 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)       it ceases to carry on business;

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

         (d)       it is so directed by an Extraordinary Resolution of the Class A-1 Noteholders; or

         (e)       when required to do so by the Trust Manager or the Issuer Trustee 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 the Euro Note Trust Deed or any Transaction Document
                   provided that the Euro Note Trustee is not required to retire in such circumstances if there is an
                   Extraordinary Resolution from the Class A-1 Noteholders affirming its appointment
                   notwithstanding such notice from the Issuer Trustee or Trust Manager.

         If any of these events occur and the Euro Note Trustee refuses to retire, the Trust Manager may remove
         the Euro Note Trustee from office immediately by notice in writing. On such retirement or removal of the
         Euro Note Trustee:

         (f)       the Trust Manager must promptly notify the Ratings Agencies; and

         (g)       subject to any approval required by law, the Trust Manager must use reasonable endeavours to
                   appoint in writing some other Eligible Trust Corporation approved by the Ratings Agencies to
                   be the substitute Euro Note Trustee.




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9.7.11   Euro Note Trustee May Retire

         The Euro Note Trustee may retire at any time on 3 months, or such lesser period as the Trust Manager, the
         Issuer Trustee and the Euro Note Trustee agree, notice in writing to the Issuer Trustee, the Trust Manager
         and the Ratings Agencies, without giving any reason and without being responsible for any liabilities
         incurred by reason of its retirement provided that the period of notice may not expire within 30 days
         before a Quarterly Distribution Date. Upon retirement the Euro Note Trustee, subject to any approval
         required by law, may appoint in writing any other Eligible Trust Corporation approved by the Ratings
         Agencies as Euro Note Trustee. If the Euro Note Trustee does not propose a replacement at least one
         month prior to its proposed retirement, the Trust Manager may appoint a substitute Euro Note Trustee,
         which must be an Eligible Trust Corporation approved by the Ratings Agencies.

9.7.12   Appointment by Class A-1 Noteholders

         No retirement or removal of the Euro Note Trustee will be effective until a substitute Euro Note Trustee
         has been appointed.

         If a substitute Euro Note Trustee has not been appointed at a time when the position of Euro Note Trustee
         would, but for the foregoing requirement, become vacant, the Issuer Trustee must promptly advise the
         Class A-1 Noteholders. The Class A-1 Noteholders, by an Extraordinary Resolution, may appoint an
         Eligible Trust Corporation to act as Euro Note Trustee.

9.7.13   Limitations on the Euro Note Trustee's Liability

         The Euro Note Trustee's liability under the Euro Note Trust Deed is limited to the extent to which it can
         be satisfied out of the Euro Note Trust from which the Euro Note Trustee is actually indemnified for the
         liability, except in the case of fraud, negligence or wilful default (as defined in the Transaction
         Documents) on the part of the Euro Note Trustee.

9.8      Agency Agreement

         Under the Agency Agreement, the Principal Paying Agent and any other Paying Agent appointed from
         time to time under the Agency Agreement, will make payments to the Class A-1 Noteholders on behalf of
         the Issuer Trustee. The Agent Bank will make such calculations, determinations and publications as are
         set forth in the relevant Euro Note Conditions (see Section 2) and the Currency Swap Agreement.

9.9      Fees payable under Euro Note Trust Deed and Agency Agreement

         The Issuer Trustee will pay, from its own personal funds, to Citicorp Trustee Company Limited for its
         role as the Euro Note Trustee under the Euro Note Trust Deed and to Citibank, N.A., London Branch as
         the Principal Paying Agent and Agent Bank under the Agency Agreement an annual note trustee
         administration fee as agreed between Citicorp Trustee Company Limited, the Issuer Trustee and the Trust
         Manager from time to time. In addition, the Euro Note Trustee and each Agent is also entitled to be
         reimbursed by the Issuer Trustee from the Assets of the Series Trust for any costs incurred in acting as
         Euro Note Trustee or Agent, as the case may be (other than general overhead costs and expenses).




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10.      THE SERIES TRUST

10.1     Creation of Trusts

10.1.1   Creation of the Series Trust

         The Master Trust Deed provides for the creation of an unlimited number of series trusts. Each series trust
         is a separate and distinct trust fund. The assets of each series trust are not available to meet the liabilities
         of any other series trust and the Issuer Trustee must ensure that no moneys held by it in respect of any
         series trust are commingled with any moneys held by the Issuer Trustee in respect of any other series
         trust.

         The Series Trust is the sixteenth series trust established under the Master Trust Deed.

         The beneficial ownership of the Series Trust is divided into 2 classes of units, two Capital Units and one
         Income Unit.

         The Issuer Trustee of the Series Trust will fund the purchase of the Housing Loan Pool by issuing the
         Notes.

10.1.2   Creation of the AB Trust

         In addition to selling the Housing Loans to the Series Trust, the Seller will also sell:

         (a)        the mortgages and collateral securities securing the Housing Loans; and

         (b)        all other loans (the "Other Loans") secured by the sold mortgages.

         The Issuer Trustee's interest in the Other Loans will be held by way of a separate trust by the Issuer
         Trustee for the Seller (the "AB Trust"). The Issuer Trustee's interest in the mortgages and collateral
         securities which secure only the Housing Loans will be held by the Issuer Trustee for the Series Trust.
         The Issuer Trustee's interest in the mortgages and collateral securities which secure the Housing Loans
         and the Other Loans (the "AB Collateral Securities") will also be held by the Issuer Trustee for the
         Series Trust but only to the extent that the proceeds the Issuer Trustee receives on their realisation equal
         the amount outstanding under the Housing Loans they secure. The balance will be held by the Issuer
         Trustee subject to the terms of the AB Trust.

         The Issuer Trustee must not (and the Trust Manager must not direct the Issuer Trustee to) dispose of or
         create any security interest in a collateral security which secures a Housing Loan and an Other Loan
         unless the relevant transferee or holder of the security interest is first notified of the interest of the AB
         Trust in that collateral security. If the Issuer Trustee has breached (or the Seller reasonably believes that
         the Issuer Trustee will breach) this restriction, it will be entitled to lodge caveats to protect its interests in
         the relevant collateral securities.

10.1.3   Limit on Rights of Noteholders

         Apart from any security interest arising under the Security Trust Deed (as to which see Section 9.5), the
         Noteholders do not own and have no interest in the Series Trust or any of its assets. In particular, but
         without prejudice to the rights and powers of the Noteholders under the Security Trust Deed, no
         Noteholder in its capacity as such is entitled to:

         (a)        interfere with or question the exercise or non-exercise of the rights or powers of the Seller, the
                    Servicer, the Trust Manager or the Issuer Trustee in their dealings with the Series Trust or any
                    Assets of the Series Trust;

         (b)        require the transfer to it of any Asset of the Series Trust;

         (c)        attend meetings or take part in or consent to any action concerning any property or corporation
                    in which the Issuer Trustee has an interest;

         (d)        exercise any rights, powers or privileges in respect of any Asset of the Series Trust;

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         (e)       lodge a caveat or other notice forbidding the registration of any person as transferee or
                   proprietor of, or any instrument affecting, any Asset of the Series Trust or claiming any estate
                   or interest in any Asset of the Series Trust;

         (f)       negotiate or communicate in any way with any person in respect of any Housing Loan assigned
                   to the Issuer Trustee or with any person providing a Support Facility to the Issuer Trustee;

         (g)       seek to wind up or terminate the Series Trust;

         (h)       seek to remove the Servicer, the Trust Manager or the Issuer Trustee;

         (i)       take any proceedings including, without limitation, against the Issuer Trustee, the Trust
                   Manager, the Seller or the Servicer or in respect of the Series Trust or the Assets of the Series
                   Trust. This will not limit the right of Noteholders to compel the Issuer Trustee, the Trust
                   Manager or the Security Trustee to comply with their respective obligations under the Master
                   Trust Deed and the Series Supplement (in the case of the Issuer Trustee and the Trust Manager)
                   and the Security Trust Deed (in the case of the Security Trustee);

         (j)       have any recourse to the Issuer Trustee or the Trust Manager in their personal capacity, except
                   to the extent of its fraud, negligence or wilful default; or

         (k)       have any recourse to the Seller or the Servicer in respect of a breach by the Seller or the
                   Servicer of their respective obligations under the Series Supplement.

10.2     Perfection of Title

10.2.1   Perfection of Title Event

         A Perfection of Title Event occurs under the Series Supplement if:

         (a)       the Seller makes any representation under the Series Supplement (see Section 6.1.4) which is
                   incorrect when made (other than a representation or warranty referred to in Section 6.1.4 which
                   results in the Seller paying the Issuer Trustee any amount referred to in Section 6.1.5) and it
                   has, or if continued will have, an Adverse Effect as reasonably determined by the Issuer
                   Trustee after the Issuer Trustee is actually aware of such representation or warranty being
                   incorrect and:

                   (i)         such breach is not satisfactorily remedied so that it no longer has or will have an
                               Adverse Effect, within 20 Business Days (or such longer period as the Issuer Trustee
                               agrees) of notice thereof to the Seller from the Trust Manager or the Issuer Trustee;
                               or

                   (ii)        the Seller has not within 20 Business Days (or such longer period as the Issuer
                               Trustee agrees) of such notice paid compensation to the Issuer Trustee for its loss (if
                               any) suffered as a result of such breach in an amount satisfactory to the Issuer
                               Trustee (acting reasonably);

         (b)       the Issuer Trustee is not paid an amount owing to it by the Seller under any Interest Rate Swap
                   Agreement in relation to which the Seller is a Interest Rate Swap Provider within 10 Business
                   Days of its due date for payment (or such longer period as the Issuer Trustee and the Ratings
                   Agencies may agree to);

         (c)       if the Seller is the Servicer, a Servicer Default occurs (see Section 10.5.4); or

         (d)       an Insolvency Event occurs in relation to the Seller.

         The Issuer Trustee must declare a Perfection of Title Event (of which the Issuer Trustee is actually aware)
         by notice in writing to the Servicer, the Trust Manager and each Ratings Agency unless each Ratings
         Agency has issued a Ratings Affirmation Notice in relation to the failure to perfect the Issuer Trustee's
         title to the mortgages.


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         If the Issuer Trustee declares that a Perfection of Title Event has occurred, the Issuer Trustee and the
         Trust Manager must immediately take all steps necessary to perfect the Issuer Trustee's legal title to the
         Housing Loan Rights (including lodgement of mortgage transfers) and must notify the relevant
         mortgagors (including informing them, where appropriate, of the Series Trust bank account to which they
         should make future payments) of the sale of the Housing Loans and mortgages, and must take possession
         of the Seller's loan files in relation to the Housing Loans, subject to the Privacy Act and the Seller's duty
         of confidentiality to its customers under general law or otherwise.

         On becoming aware of the occurrence of a Perfection of Title Event the Issuer Trustee must, within 30
         Business Days, either have commenced all necessary steps to perfect legal title in, or have lodged a caveat
         in respect of, the Issuer Trustee's interest in each Housing Loan. However, if the Issuer Trustee does not
         hold all the Housing Loan Documents necessary to vest in it the Seller's right, title and interest in any
         Housing Loan, within 5 Business Days of becoming aware of the occurrence of a Perfection of Title
         Event, the Issuer Trustee must, to the extent of the information available to it, lodge a caveat or similar
         instrument in respect of the Issuer Trustee's interest in that Housing Loan.

10.3     The Issuer Trustee

10.3.1   Appointment

         The Issuer Trustee is appointed as trustee of the Series Trust on the terms set out in the Master Trust Deed
         and the Series Supplement.

10.3.2   The Issuer Trustee's Undertakings

         The Issuer Trustee undertakes, among other things, that it will:

         (a)       act in the interests of the Investors on and subject to the terms and conditions of the Master
                   Trust Deed and the Series Supplement and, in the event of a conflict between such interests, act
                   in the interests of the Noteholders;

         (b)       exercise all due diligence and vigilance in carrying out its functions and duties and in
                   protecting the rights and interests of the Investors;

         (c)       do everything and take all actions which are necessary to ensure that it is able to maintain its
                   status as trustee of the Series Trust;

         (d)       act honestly and in good faith in the performance of its duties and in the exercise of its
                   discretions under the Master Trust Deed and the Series Supplement;

         (e)       exercise all diligence and prudence as a prudent person of business would exercise in
                   performing its express functions and in exercising its discretions under the Master Trust Deed,
                   having regard to the interests of the Investors;

         (f)       use its best endeavours to carry on and conduct its business in so far as it relates to the Master
                   Trust Deed and the Series Trust in a proper and efficient manner;

         (g)       keep accounting records which correctly record and explain all amounts paid and received by
                   the Issuer Trustee; and

         (h)       keep the Series Trust separate from each other series trust which is constituted pursuant to the
                   Master Trust Deed and account for the assets and liabilities of the Series Trust separately from
                   the assets and liabilities of such other series trusts.

10.3.3   No Duty to Investigate

         Under the Master Trust Deed and the Series Supplement the Issuer Trustee has no duty to investigate
         whether or not a Trust Manager Default, Servicer Default or a Perfection of Title Event under the Series
         Supplement has occurred except where the Issuer Trustee has actual notice, knowledge or awareness of
         the event.


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         Subject to the provisions of the Transaction Documents dealing with deemed receipt of notices or other
         communications, the Issuer Trustee will only be considered to have knowledge, awareness or notice of a
         thing or grounds to believe anything by virtue of the officers of the Issuer Trustee (or any Related Body
         Corporate of the Issuer Trustee's) who have day to day responsibility for the administration or
         management of the Issuer Trustee's (or a Related Body Corporate of the Issuer Trustee's) obligations in
         respect of the Series Trust or the AB Trust having actual knowledge, actual awareness or actual notice of
         that thing, or grounds or reason to believe that thing. Notice, knowledge or awareness of a Trustee
         Default, Trust Manager Default, Servicer Default or Perfection of Title Event means notice, knowledge or
         awareness of the occurrence of the event or circumstances constituting a Trustee Default, Trust Manager
         Default, Servicer Default or Perfection of Title Event.

10.3.4   The Issuer Trustee's Powers

         Subject to the Master Trust Deed, the Issuer Trustee has all the powers in respect of the Assets of the
         Series Trust which it could exercise if it were the absolute and beneficial owner of those assets.

         In particular, the Issuer Trustee has power to:

         (a)        invest in, dispose of or deal with any asset or property of the Series Trust (including the
                    Housing Loans) in accordance with the Trust Manager's proposals;

         (b)        obtain and act on advice from such advisers as may be necessary, usual or desirable for the
                    purpose of enabling the Issuer Trustee to be fully and properly advised and informed in order
                    that it can properly exercise its powers and obligations;

         (c)        enter into, perform, enforce (subject to the restrictions in the Master Trust Deed) and amend
                    (subject to any relevant terms and conditions) the Transaction Documents;

         (d)        subject to the limitations set out in the Master Trust Deed, borrow or raise money, whether or
                    not on terms requiring security to be granted over the Assets of the Series Trust;

         (e)        refuse to comply with any instruction or direction from the Trust Manager, the Servicer or the
                    Seller in respect of the Series Trust where it reasonably believes that the rights and interests of
                    the Investors are likely to be materially prejudiced by so complying;

         (f)        with the agreement of the Trust Manager, do things incidental to any of its specified powers or
                    necessary or convenient to be done in connection with the Series Trust or the Issuer Trustee's
                    functions; and

         (g)        purchase any Housing Loan notwithstanding that, as at the Cut-Off Date in respect of that
                    Housing Loan, such Housing Loan is in arrears at the time of its acquisition by the Issuer
                    Trustee.

10.3.5   Delegation by Issuer Trustee

         The Issuer Trustee is entitled to appoint the Trust Manager, the Servicer, the Seller, the Security Trustee,
         a Related Body Corporate or any other person permitted by the Master Trust Deed or the Series
         Supplement to be attorney or agent of the Issuer Trustee for the purposes of carrying out and performing
         its duties and obligations in relation to the Series Trust provided that it does not delegate a material part of
         its duties and obligations. The Issuer Trustee at all times remains liable for the acts and omissions of any
         Related Body Corporate when it is acting as the Issuer Trustee's delegate.

10.3.6   The Issuer Trustee's Fees and Expenses

         In respect of each Monthly Period, the Issuer Trustee is entitled to a fee for performing its duties. The fee
         will be an amount agreed between the Trust Manager and the Issuer Trustee and is payable to the Issuer
         Trustee in arrears on the Distribution Date following the end of the Monthly Period. The Issuer Trustee's
         fee may also be adjusted, either by agreement or by expert determination, so that the Issuer Trustee is not
         economically advantaged or disadvantaged in relation to the supplies provided by it under the Series
         Supplement and the abolition of, change in the rate of, or any amendment to the legislation imposing the



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         goods and services tax. Any adjustment is subject to receipt by the Trust Manager from each Ratings
         Agency of a Ratings Affirmation Notice in relation to the adjustment.

         The Issuer Trustee is entitled to be reimbursed out of the Assets of the Series Trust in respect of all
         expenses incurred in respect of the Series Trust (but not general overhead costs and expenses).
         Furthermore, the Issuer Trustee is entitled to be indemnified out of the Assets of the Series Trust for all
         costs, charges, expenses and liabilities incurred by the Issuer Trustee in relation to or under any
         Transaction Document. The Issuer Trustee will also be indemnified for costs in connection with court
         proceedings alleging negligence, fraud or wilful default except where such allegation is found by the court
         to be correct.

10.3.7   Retirement, Removal and Replacement of the Issuer Trustee

         The Issuer Trustee must retire as trustee of the Series Trust if:

         (a)        it fails or neglects, within 20 Business Days (or such longer period as the Trust Manager may
                    agree to) after receipt of a notice from the Trust Manager requiring it to do so, to carry out or
                    satisfy any material duty or obligation imposed on it by a Transaction Document;

         (b)        an Insolvency Event occurs with respect to it in its personal capacity;

         (c)        it ceases to carry on business;

         (d)        it merges or consolidates with another entity without obtaining the consent of the Trust
                    Manager and the resulting merged or consolidated entity does not assume the Issuer Trustee's
                    obligations under the Transaction Documents; or

         (e)        there is a change in the ownership of 50 per cent. or more of its issued share capital from that as
                    at the date of the Master Trust Deed or effective control of the Issuer Trustee alters from that as
                    at the date of the Master Trust Deed, unless in either case approved by the Trust Manager.

         The Trust Manager may require the Issuer Trustee to retire if it believes in good faith that any of these
         events have occurred. If the Issuer Trustee refuses to retire within 30 days after either the occurrence of
         one of the above events or notice from the Trust Manager, the Trust Manager may remove the Issuer
         Trustee from office immediately.

         The Trust Manager must use reasonable endeavours to appoint a substitute trustee who is approved by the
         Ratings Agencies for all then series trusts under the Master Trust Deed within 30 days of the retirement or
         removal of the Issuer Trustee. Until a substitute trustee is appointed, the Trust Manager must act as
         trustee and will be entitled to the Issuer Trustee's fee.

         If, after 30 days, the Trust Manager is unable to appoint a substitute trustee it must convene a meeting of
         Investors at which a substitute trustee may be appointed by extraordinary resolution of all Investors of the
         Series Trust and of any other trust constituted under the Master Trust Deed (being not less than 75 per
         cent. of all votes cast at a meeting of such Investors or a written resolution signed by all such Investors).

10.3.8   Voluntary Retirement of the Issuer Trustee

         The Issuer Trustee may only voluntarily retire if it gives the Trust Manager 3 months' written notice or
         such lesser time as the Trust Manager and the Issuer Trustee agree. Upon retirement the Issuer Trustee
         must appoint a substitute Issuer Trustee who is approved by the Trust Manager and the ratings agencies
         for all then series trusts under the Master Trust Deed.

         If the Issuer Trustee does not propose a substitute at least 1 month prior to its proposed retirement, the
         Trust Manager may appoint a substitute Issuer Trustee who is approved by the ratings agencies for all
         then series trusts under the Master Trust Deed.

         Pending appointment of a new trustee, the Trust Manager will act as trustee and will be entitled to receive
         the Issuer Trustee Fee. If the Trust Manager is unable to appoint a substitute trustee within 30 days, it
         must convene a meeting of Investors at which a substitute Issuer Trustee may be appointed by
         extraordinary resolution of all Investors of the Series Trust and of any other trust constituted under the

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          Master Trust Deed (being not less than 75 per cent. of all votes cast at a meeting of such Investors or a
          written resolution signed by all such Investors).

10.3.9    Substitute Issuer Trustee

          The appointment of a substitute Issuer Trustee will not be effective until the substitute Issuer Trustee has
          executed a deed under which it assumes the obligations of the Issuer Trustee under the Master Trust Deed
          and the other Transaction Documents.

10.3.10   Limitation of the Issuer Trustee's Responsibilities

          The Issuer Trustee has the particular role and obligations specifically set out in the Transaction
          Documents. The Trust Manager, Servicer and Seller are responsible for different aspects of the operation
          of the Series Trust, as described elsewhere in this Offering Circular. The Issuer Trustee has no liability
          for any failure by the Trust Manager, Seller, Servicer or other person appointed by the Issuer Trustee
          under any Transaction Document (other than a person whose acts or omissions the Issuer Trustee is liable
          for under any Transaction Document) to perform their obligations in connection with the Series Trust
          except to the extent such failure is caused by fraud, negligence or wilful default on the part of the Issuer
          Trustee or its officers, employees or agents or any other person whose acts or omissions the Issuer Trustee
          is liable for under the Transaction Documents.

10.3.11   Limitation of the Issuer Trustee's Liability

          The Master Trust Deed, Series Supplement and other Transaction Documents contain provisions which
          regulate the Issuer Trustee's liability to Noteholders, other creditors of the Series Trust and any
          beneficiaries of the Series Trust.

          The Issuer Trustee's liability in its capacity as trustee of the Series Trust to the Noteholders and to others
          is limited by those provisions to the amount the Issuer Trustee is entitled to recover through its right of
          indemnity from the Assets of the Series Trust out of which the Issuer Trustee is actually indemnified for
          the liability. However, this limitation does not apply if the Issuer Trustee's right of indemnity is limited as
          a result of fraud, negligence or wilful default on the part of the Issuer Trustee or any other person whose
          acts or omissions the Issuer Trustee is liable for under the Transaction Documents. This limitation of the
          Issuer Trustee's liability applies despite any other provision of the Transaction Documents and extends to
          all liabilities and obligations of the Issuer Trustee in any way connected with any representation,
          warranty, conduct, omission, agreement or transaction related to the Series Trust.

          The Issuer Trustee is not liable to any person for any losses, costs, liabilities or expenses arising out of the
          exercise or non-exercise of its discretion (or by the Trust Manager, the Seller or the Servicer of its
          discretions) or for any instructions or directions given to it by the Trust Manager, the Seller or the
          Servicer, except to the extent that any obligation or liability arises as a result of fraud, negligence or wilful
          default on the part of the Issuer Trustee or any other person whose acts or omissions the Issuer Trustee is
          liable for under the Transaction Documents.

          Except where the Issuer Trustee is otherwise disentitled (including, without limitation, for fraud,
          negligence or wilful default on the part of the Issuer Trustee or any other person whose acts or omissions
          the Issuer Trustee is liable for under the Transaction Documents), the Issuer Trustee will be indemnified
          out of the Assets of the Series Trust against all losses and liabilities properly incurred by it in performing
          any of its duties or exercising any of its powers under the Transaction Documents in its capacity as trustee
          of the Series Trust.

          Notwithstanding the above, where the Issuer Trustee is held liable for breaches under the Consumer
          Credit Code (or the Land Title Act 1994 (Qld)), the Issuer Trustee must seek relief initially under any
          indemnities provided to it by the Trust Manager, the Servicer or the Seller before exercising its right of
          indemnity to recover against any Assets of the Series Trust.

          If the Issuer Trustee relies in good faith on an opinion, advice, information or statement given to it by
          experts (other than persons who are not independent of the Issuer Trustee), it is not liable for any
          misconduct, mistake, oversight, error of judgment, forgetfulness or want of prudence on the part of that
          expert. An expert is regarded as independent notwithstanding that the expert acts or has acted as an



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          adviser to the Trust Manager or the Issuer Trustee or both of them so long as separate instructions are
          given to that expert by the Issuer Trustee.

10.3.12   Disclosure of Information

          In relation to information which the Issuer Trustee in its capacity as trustee of the Series Trust or the AB
          Trust receives from any of the Trust Manager, the Investors, the Seller or the Servicer in relation to the
          Series Trust, the AB Trust or the trust established under the Security Trust Deed (the "Information"), the
          Issuer Trustee is entitled to make available (to the extent permitted by law) such information to:

          (a)       any Related Body Corporate of the Issuer Trustee which acts as custodian or Security Trustee
                    of the Assets of the Series Trust or the AB Trust assets or which otherwise has responsibility
                    for the management or administration of the Series Trust or the AB Trust including their
                    respective assets; and

          (b)       the Issuer Trustee acting in its capacity as Trust Manager, custodian or Servicer (as applicable)
                    of the Series Trust or the AB Trust.

          The Issuer Trustee will not have any liability for the use, non-use, communication or non-communication
          of the Information in the above manner, except to the extent to which the Issuer Trustee has an express
          contractual obligation to disclose or not disclose or to use or not use certain information received by it and
          fails to do so.

10.4      The Trust Manager

10.4.1    Appointment

          The Trust Manager is appointed as manager of the Series Trust on the terms set out in the Master Trust
          Deed and the Series Supplement.

10.4.2    The Trust Manager's Undertakings

          The Trust Manager undertakes amongst other things that it will:

          (a)       manage the Assets of the Series Trust which are not serviced by the Servicer and in doing so
                    will exercise at least the degree of skill, care and diligence that an appropriately qualified
                    manager of such Assets would reasonably be expected to exercise having regard to the interests
                    of the Investors;

          (b)       use its best endeavours to carry on and conduct its business to which its obligations and
                    functions under the Transaction Documents relate in a proper and efficient manner;

          (c)       do everything to ensure that it and the Issuer Trustee are able to exercise all their powers and
                    remedies and perform all their obligations under the Master Trust Deed and any of the other
                    Transaction Documents to which it is a party and all other related arrangements;

          (d)       act honestly and in good faith in the performance of its duties and in the exercise of its
                    discretions under the Master Trust Deed and the Series Supplement;

          (e)       exercise such prudence as a prudent person of business would exercise in performing its
                    express functions and in exercising its discretions under the Master Trust Deed and the other
                    Transaction Documents, having regard to the interests of the Investors; and

          (f)       notify the Issuer Trustee promptly if it becomes actually aware of any Trust Manager Default
                    under the Master Trust Deed.

10.4.3    The Trust Manager may Rely

          If the Trust Manager relies in good faith on an opinion, advice, information or statement given to it by
          experts (other than persons who are not independent of the Trust Manager) it is not liable for any
          misconduct, mistake, oversight, error of judgment, forgetfulness or want of prudence on the part of that

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         expert. An expert is regarded as independent notwithstanding that the expert acts or has acted as an
         adviser to the Trust Manager so long as separate instructions are given to that expert by the Trust
         Manager.

10.4.4   Delegation by the Trust Manager

         The Trust Manager is entitled to appoint any person to be attorney or agent of the Trust Manager for the
         purposes of carrying out and performing its duties and obligations in relation to the Series Trust provided
         that it does not delegate a material part of its duties and obligations. The Trust Manager at all times
         remains liable for the acts or omissions of any such person to the extent that those acts or omissions
         constitute a breach by the Trust Manager of its obligations in respect of the Series Trust.

10.4.5   The Trust Manager's Fees and Expenses

         The Trust Manager is entitled to a fee for administering and managing the Series Trust for each Monthly
         Period calculated based upon the actual number of days in the Monthly Period divided by 365 and a
         percentage of the principal outstanding on the Housing Loans immediately prior to the commencement of
         the Monthly Period. The Trust Manager and the Servicer may agree to adjust the Trust Manager's fee
         from time to time (including as a result of changes in the goods and services tax) subject to receipt by the
         Trust Manager of a Ratings Affirmation Notice from each Ratings Agency in relation to the adjustment.
         The fee for a Monthly Period is payable by the Issuer Trustee in arrears on the Distribution Date
         following the end of the Monthly Period.

         The Trust Manager will be indemnified out of the Assets of the Series Trust for all expenses incurred by
         the Trust Manager in connection with the enforcement or preservation of its rights under or in respect of
         any Transaction Document or otherwise in respect of the Series Trust. The Trust Manager will also be
         indemnified for costs in connection with court proceedings against the Trust Manager alleging negligence,
         fraud or wilful default except where such allegation is found by the court to be correct.

10.4.6   Trust Manager Default and Removal of the Trust Manager

         A Trust Manager Default occurs if:

         (a)       the Trust Manager does not instruct the Issuer Trustee to pay the required amounts to the
                   Investors within the specified time periods and such failure is not remedied within 5 Business
                   Days of notice from the Issuer Trustee;

         (b)       the Trust Manager does not prepare and transmit to the Issuer Trustee any Settlement Statement
                   or any other reports it is required to prepare under the Series Supplement and such failure is not
                   remedied within 5 Business Days of notice from the Issuer Trustee (except when such failure is
                   due in certain circumstances to a Servicer Default);

         (c)       an Insolvency Event occurs with respect to the Trust Manager;

         (d)       the Trust Manager breaches any other obligation under the Master Trust Deed or the Series
                   Supplement and such action has had or, if continued will have, an Adverse Effect (as
                   determined by the Issuer Trustee after the Issuer Trustee is actually aware of such breach) and
                   either such breach is not remedied within 20 Business Days of notice from the Issuer Trustee,
                   or the Trust Manager has not, within 20 Business Days of such notice, paid compensation to
                   the Issuer Trustee for its loss from such breach; and

         (e)       a representation or warranty made by the Trust Manager in a Transaction Document proves
                   incorrect in any material respect and, as a result, gives rise to an Adverse Effect (as determined
                   by the Issuer Trustee after the Issuer Trustee is actually aware of such incorrect representation
                   or warranty) and the Trust Manager has not paid compensation for any loss suffered by the
                   Issuer Trustee within 20 Business Days of notice from the Issuer Trustee.

         The Issuer Trustee may agree to longer grace periods than those specified in paragraphs (a), (b), (d) and
         (e).




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         Whilst a Trust Manager Default is subsisting, the Issuer Trustee may by notice to the Servicer, the Trust
         Manager and each Ratings Agency for all then series trusts immediately terminate the appointment of the
         Trust Manager and appoint another entity to act in its place. Pending appointment of a new Trust
         Manager, the Issuer Trustee will act as Trust Manager and will be entitled to receive the Management
         Fee.

10.4.7   Voluntary Retirement of the Trust Manager

         The Trust Manager may only voluntarily retire if it gives the Issuer Trustee 3 months' notice in writing (or
         such lesser time as the Issuer Trustee agrees). Upon such retirement the Trust Manager may appoint in
         writing any other corporation approved by the Issuer Trustee. If the Trust Manager does not propose a
         replacement at least 1 month prior to its proposed retirement, the Issuer Trustee may appoint a
         replacement.

         Pending appointment of a new Trust Manager, the Issuer Trustee will act as Trust Manager and will be
         entitled to receive the Management Fee.

10.4.8   Replacement Trust Manager

         The appointment of a replacement Trust Manager will not be effective until the Issuer Trustee receives
         confirmation from the ratings agencies for all then series trusts under the Master Trust Deed that the
         appointment of the replacement Trust Manager will not result in a withdrawal or reduction of the credit
         ratings then assigned by them to the Notes (or notes issued by other series trusts) and the replacement
         Trust Manager has executed a deed under which it assumes the obligations of the Trust Manager under
         the Master Trust Deed and the other Transaction Documents.

10.4.9   Limitation on Liability of Trust Manager

         The Trust Manager is relieved from personal liability in respect of the exercise or non-exercise of its
         discretions or for any other act or omission on its part, except to the extent that any such liability arises
         from fraud, negligence or wilful default on the part of the Trust Manager or its officers, employees or
         agents or any other person whose acts or omissions the Trust Manager is liable for under the Transaction
         Documents.

10.5     The Servicer

10.5.1   Undertakings of Servicer

         In addition to its servicing role described in Section 6.4, the Servicer also undertakes, among other things,
         that it will:

         (a)       subject to the provisions of the Privacy Act and any duty of confidentiality owed by the
                   Servicer to its clients under the common law or otherwise, give the Trust Manager, the Auditor
                   and the Issuer Trustee such information as they require with respect to all matters in the
                   possession of the Servicer in respect of the activities of the Servicer to which the Series
                   Supplement relates;

         (b)       not transfer, assign or otherwise grant an encumbrance over the whole or any part of its interest
                   (if any) in any Housing Loan and its related securities;

         (c)       comply with its obligations under each Mortgage Insurance Policy;

         (d)       upon being directed to do so by the Issuer Trustee, following the occurrence of a Perfection of
                   Title Event, promptly take all action as is required or permitted to assist the Issuer Trustee and
                   the Trust Manager to perfect the Issuer Trustee's legal title in the Housing Loans and related
                   securities; and

         (e)       pay to the Issuer Trustee on each Transfer Date an amount equal to the Waived Mortgagor
                   Break Costs for the Monthly Period just ended.




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10.5.2   Delegation by the Servicer

         The Servicer is entitled to appoint any person to be attorney or agent for the purposes of carrying out and
         performing its duties and obligations in relation to the Series Trust provided that it does not delegate a
         material part of its powers, duties and obligations. The Servicer at all times remains liable for the acts or
         omissions of any such person to the extent that the acts or omissions constitute a breach by the Servicer of
         its obligations under the Series Supplement.

10.5.3   The Servicer's Fees and Expenses

         The Servicer is entitled to a monthly fee, payable in arrears on each Distribution Date.

         If the Servicer becomes liable to remit to a governmental agency an amount of Australian goods and
         services tax in connection with the Series Trust, the Servicer will pay goods and services tax on its own
         account and will not be entitled to any reimbursement from the Assets of the Series Trust.

         The Trust Manager and the Servicer may from time to time agree to adjust the Servicer's fee subject to
         written confirmation from the Ratings Agencies that the adjustment will not result in a reduction,
         qualification or withdrawal of the credit ratings then assigned by them to the Notes. Any adjustments will
         be effective following written notice of the adjustment by the Trust Manager to the Issuer Trustee.

         The Servicer must pay from its own funds all expenses incurred in connection with servicing the Housing
         Loans except for certain specified expenses in connection, amongst other things, with the enforcement of
         any Housing Loan or its related securities, the recovery of any amounts owing under any Housing Loan or
         any amount repaid to a liquidator or trustee in bankruptcy pursuant to any applicable law, binding code,
         order or decision of any court, tribunal or the like or based on advice of the Servicer's legal advisers,
         which amounts are recoverable from the Assets of the Series Trust.

10.5.4   Servicer Default and Removal of the Servicer

         A Servicer Default occurs if:

         (a)       the Servicer fails to remit amounts received in respect of the Housing Loans to the Issuer
                   Trustee within the time periods specified in the Series Supplement and such failure is not
                   remedied within 5 Business Days of notice from the Trust Manager or the Issuer Trustee;

         (b)       the Servicer fails to provide the Trust Manager with the information necessary to enable it to
                   prepare a Settlement Statement and such failure is not remedied within 5 Business Days of
                   notice from the Trust Manager or Issuer Trustee;

         (c)       an Insolvency Event occurs with respect to the Servicer;

         (d)       whilst the Seller is the Servicer and is acting as custodian of the Housing Loan Documents it
                   fails to deliver all the Housing Loan Documents to the Issuer Trustee following the occurrence
                   of a Document Transfer Event (see Section 11.2) and such failure is not remedied within 20
                   Business Days of notice from the Issuer Trustee specifying the Housing Loan Documents that
                   remain outstanding;

         (e)       if at any time after the Basis Swap terminates, the Servicer fails to adjust the rates at which
                   interest offset benefits under the Interest Off-Set Accounts are calculated and/or the variable
                   rates on Housing Loans in accordance with the Series Supplement (as described in Sections
                   6.4.5), and such failure is not remedied within 2 Business Days of notice from the Issuer
                   Trustee or Trust Manager; or

         (f)       the Servicer breaches its other obligations as Servicer under the Series Supplement and such
                   action has, or if continued will have, an Adverse Effect (as reasonably determined by the Issuer
                   Trustee after it is actually aware of the breach) and either is not remedied so that it no longer
                   has, or will have, an Adverse Effect within 20 Business Days of notice from the Trust Manager
                   or the Issuer Trustee, or the Servicer has not within this time paid compensation to the Issuer
                   Trustee for its loss from such breach.



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         The Issuer Trustee may agree to longer grace periods than those specified in paragraphs (a), (b), (d), (e)
         and (f).

         While a Servicer Default is subsisting of which the Issuer Trustee is actually aware, the Issuer Trustee
         must by notice to the Servicer, the Trust Manager and each Ratings Agency immediately terminate the
         rights and obligations of the Servicer and appoint another appropriately qualified organisation or bank to
         act in its place. Pending the appointment of a new Servicer, the Issuer Trustee will act as Servicer and is
         entitled to the Servicer's fee during the period that it so acts.

10.5.5   Voluntary Retirement of the Servicer

         The Servicer may only voluntarily retire if it gives the Issuer Trustee and each Ratings Agency 3 months'
         notice in writing (or such lesser period as the Servicer and the Issuer Trustee agree). Upon retirement the
         Servicer may appoint in writing as its replacement any other corporation approved by Issuer Trustee. If
         the Servicer does not propose a replacement by 1 month prior to its proposed retirement, the Issuer
         Trustee may appoint a replacement. Pending the appointment of a new Servicer, the Issuer Trustee will
         act as Servicer and will be entitled to the above fee.

10.5.6   Replacement Servicer

         The appointment of a replacement Servicer will not be effective until the Trust Manager has received a
         Ratings Affirmation Notice from each Ratings Agency in relation to the appointment of the replacement
         Servicer and the replacement Servicer has executed a deed under which it assumes the obligations of the
         Servicer under the Master Trust Deed and the other Transaction Documents.

10.6     Termination of the Series Trust

10.6.1   Termination Events

         The Series Trust terminates on the earliest to occur of:

         (a)        the date appointed by the Trust Manager as the date on which the Series Trust terminates
                    (which, if the Notes have been issued by the Issuer Trustee, must not be a date earlier than:

                    (i)        the date that the Stated Amount of the Notes has been reduced to zero; or

                    (ii)       if an event of default under the Security Trust Deed has occurred, the date of the
                               final distribution by the Security Trustee under the Security Trust Deed);

         (b)        the date which is 80 years after its constitution; and

         (c)        the date on which the Series Trust terminates under statute or general law,

         (such date being the "Termination Date").

10.6.2   Realisation of Assets of the Series Trust

         Upon the termination of the Series Trust, the Issuer Trustee in consultation with the Trust Manager must
         sell and realise the Assets of the Series Trust within 180 days of the termination event provided that
         during this period the Issuer Trustee is not entitled to sell the Housing Loans and related securities for less
         than their Fair Market Value. The Issuer Trustee is also not entitled to sell any Housing Loans and related
         securities unless the Seller has not exercised its right of first refusal (see Section 10.6.3). Furthermore,
         the Issuer Trustee must not conclude a sale unless any Housing Loans and related securities are assigned
         in equity only (unless the Issuer Trustee already has legal title) and the sale is expressly subject to both
         the Servicer's right to be retained as Servicer in accordance with the Series Supplement and the rights of
         the AB Trust (and the Seller as beneficiary of the AB Trust) in respect of those Housing Loans and related
         securities.

         If the Issuer Trustee is unable to sell the Housing Loans and related securities for at least their Fair Market
         Value on the above terms during the 180 day period, the Issuer Trustee may sell them after the expiry of
         that period for a price less than their Fair Market Value. Alternatively, the Issuer Trustee may perfect its

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         legal title to the Housing Loans and related securities if it is necessary to do so to sell them for a price at
         least equal to their Fair Market Value. However, in such a sale the Issuer Trustee must use reasonable
         endeavours to include as a condition of the sale that the purchaser of the Housing Loans will consent to
         the Seller obtaining securities subsequent to the securities assigned to the purchaser and will enter into
         priority agreements such that the purchaser's security has first priority over the Seller's security only for
         the principal outstanding plus interest, fees and expenses on the relevant Housing Loan.

10.6.3   Seller's Right of First Refusal

         On the Termination Date, the Issuer Trustee is deemed to offer to sell the Housing Loans and related
         securities forming part of the Assets of the Series Trust to the Seller for a price equal to the Fair Market
         Value of those Housing Loans. The Issuer Trustee must not sell the Housing Loans and related securities
         unless the Seller has failed to accept such offer within 90 days of the Termination Date or, having
         accepted the offer, has failed to pay that price within 180 days of the Termination Date. However, if the
         Fair Market Value of the Housing Loans is insufficient to ensure that the Noteholders will receive the
         aggregate of the Stated Amount of the Notes and Interest payable on the Notes, the deemed offer will be
         conditional upon an Extraordinary Resolution of Noteholders approving the offer.

10.6.4   Distributions

         After deducting expenses, the Issuer Trustee must pay amounts standing to the credit of the Collections
         Account on the Termination Payment Date in accordance with priority payment provisions set out in the
         Security Trust Deed (see Section 9.5.5). If there are insufficient funds to make payments to Noteholders
         in full, the amount distributed (if any) will be in final redemption of the Notes, the Income Unit and the
         Capital Unit.

10.7     Audit and Accounts

         The initial auditor for the Series Trust is expected to be Ernst & Young (the "Auditor"). The Auditor's
         remuneration is to be determined by the Issuer Trustee and approved by the Trust Manager and will be an
         expense of the Series Trust.

         The Auditor must at the end of each financial year and every following 6 months audit a sample of
         transactions in respect of the Series Trust and provide a written report to the Issuer Trustee, the Trust
         Manager and each Ratings Agency. The audit report must be prepared in accordance with approved
         accounting standards and must either detail any outstanding breaches on the part of the Seller, the
         Servicer or the Trust Manager under the Transaction Documents or confirm that there are no outstanding
         breaches. It must also report on errors or deviations from the procedures outlined in the Transaction
         Documents that have come to the attention of the Auditor and, in respect of the report provided at the end
         of the financial year, confirm that either the Series Trust has no net tax income for the previous income
         year, or that any net tax income of the Series Trust for the previous year is properly included in the
         assessable income of the Income Unitholder.

         The Trust Manager must ensure that the accounts of the Series Trust are audited as at the end of each
         financial year. Copies of the accounts and the auditor's report will only be provided to the Investors on
         request but will be available for inspection during business hours at the Issuer Trustee's offices. The Trust
         Manager must prepare and lodge the tax return for each trust and any other statutory returns.

10.8     Amendments to Master Trust Deed and Series Supplement

         Subject to prior notice being given to the ratings agencies in respect of the series trusts under the Master
         Trust Deed (and no ratings agency having advised the Trust Manager that the amendment, if
         implemented, would cause a withdrawal or reduction of the credit ratings of the Notes or notes issued by
         other series trusts), the Issuer Trustee and the Trust Manager may amend the Master Trust Deed and the
         Series Supplement if the amendment:

         (a)        is necessary or expedient to comply with any regulatory requirements;

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




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         (c)       is required by, consistent with or appropriate, expedient or desirable for any reason as a
                   consequence of:

                   (i)        the introduction of, or any amendment to, any statute, regulation or governmental
                              agency requirement; or

                   (ii)       a decision by any court,

                   including, without limitation, one relating to the taxation of trusts;

         (d)       in the case of the Master Trust Deed, relates only to a trust not yet constituted under its terms;

         (e)       will enable the provisions of the Master Trust Deed or the Series Supplement to be more
                   conveniently, advantageously, profitably or economically administered; or

         (f)       in the opinion of the Issuer Trustee is otherwise desirable for any reason.

         However, where an amendment referred to in paragraphs (e) and (f) above may be prejudicial to the
         interests of any class of Investors the amendment will only be made if an extraordinary resolution
         approving the amendment is passed by the relevant class of Investors (being a resolution requiring not less
         than 75 per cent. of all votes cast or a written resolution signed by the Relevant Investors).

         The Issuer Trustee may not amend, add to or revoke any provision of the Master Trust Deed or the Series
         Supplement if the consent of a party is required under a Transaction Document unless that consent has
         been obtained.

10.9     Meetings of Noteholders

         In addition to meetings convened under the Security Trust Deed of the Voting Secured Creditors (see
         Section 9.5.4) or under the Euro Note Trust Deed of the Class A-1 Noteholders (see Section 9.7.5),
         meeting of Noteholders and Unitholders of the Series Trust may be convened under the Master Trust
         Deed.

10.9.1   Who Can Convene Meetings

         The Trust Manager or the Issuer Trustee may convene a meeting of the Investors, Noteholders, a Class of
         the Noteholders, the Unitholders or a Class of the Unitholders (the "Relevant Investors").

10.9.2   Notice of Meetings

         At least 7 days' notice must be given to the Relevant Investors of a meeting unless 95 per cent. of the
         holders of the relevant then outstanding Notes or Units (as the case may be) agree on a shorter period of
         time. The notice must specify the day, time and place of the proposed meeting, the reason for the meeting
         and the agenda, the terms of any proposed resolution, that persons appointed to maintain the Register may
         not register any transfer of a Note or Unit in the period 2 Business Days prior to the meeting, that
         appointments of proxies must be lodged no later than 24 hours prior to the time fixed for the meeting and
         such additional information as the person giving the notice thinks fit. The accidental omission to give
         notice or the non-receipt of notice will not invalidate the proceedings at any meeting.

10.9.3   Quorum

         The quorum for a meeting is 2 or more persons present in person being Relevant Investors or
         representatives holding in the aggregate not less than 67 per cent. of the Notes or Units corresponding to
         the meeting of Relevant Investors and then outstanding.

         If the required quorum is not present within 15 minutes, the meeting will be adjourned for between 7 and
         42 days as specified by the chairman. At any adjourned meeting, 2 or more persons present in person
         being Relevant Investors holding or representing in the aggregate not less than 50 per cent. of the Notes or
         Units corresponding to the meeting of the Relevant Investors and then outstanding will constitute a
         quorum. At least 5 days' notice must be given of any meeting adjourned through lack of a quorum.


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10.9.4   Voting Procedure

         Questions submitted to any meeting will be decided in the first instance by show of hands or, if demanded
         by the chairman, the Issuer Trustee, the Trust Manager or one or more persons being Relevant Investors
         holding not less than 2 per cent. of the Notes or Units corresponding to the meeting of the Relevant
         Investors and then outstanding, by a poll. The chairman has a casting vote both on a show of hands and
         on a poll.

         Every person being a Relevant Investor holding then outstanding Notes or Units will have 1 vote on a
         show of hands and 1 vote for each Note or Unit held by them on a poll.

10.9.5   Powers of Meeting of Noteholders

         The powers of a meeting of Noteholders are specified in the Master Trust Deed and can only be exercised
         by an extraordinary resolution. A meeting of Noteholders does not have the power to:

         (a)       remove the Issuer Trustee, the Servicer or the Trust Manager other than in accordance with the
                   terms of the Master Trust Deed and the Series Supplement;

         (b)       interfere with the management of the Series Trust;

         (c)       wind-up or terminate the Series Trust; or

         (d)       dispose of or deal with Housing Loans and related securities or eligible investments of the
                   Series Trust.

10.9.6   Binding Resolutions

         An extraordinary resolution of all Relevant Investors which by its terms affects a particular Relevant
         Investor or class of Relevant Investors only or in a manner different to the rights of the Relevant Investors
         generally, is only binding on the Relevant Investor or class of Relevant Investors (as the case may be) if it
         or they agree to be bound by such extraordinary resolution.

10.9.7   Written Resolutions

         A resolution of Relevant Investors or a class of Relevant Investors may be passed without any meeting or
         previous notice being required by an instrument in writing signed by all Relevant Investors or a class (as
         the case may be).

10.9.8   Class A-1 Noteholders

         In general, the Euro Note Trustee would attend any such meeting to exercise the votes of the Class A-1
         Noteholders, based on instructions given to the Euro Note Trustee by the Class A-1 Noteholders under the
         Euro Note Trust Deed.




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11.    DOCUMENT CUSTODY

11.1   Document Custody

       The Seller will be required to transfer all Housing Loan Documents relating to the Housing Loans the
       subject of the Letter of Offer to the Issuer Trustee at least 5 Business days prior to the Closing Date
       specified in that Letter of Offer (or such other time as is agreed by the Issuer Trustee, the Ratings
       Agencies and the Trust Manager), other than any documents which are deposited with a solicitor (acting
       on behalf of the Seller), a stamp duties office, a land titles office or other governmental agency (which
       documents must be provided to the Issuer Trustee as soon as practicable after receipt by the Seller).
       Following such transfer, the Trust Manager may, by 30 days' notice in writing to the Issuer Trustee and
       the Seller, appoint the Seller to be custodian of the Housing Loan Documents provided:

       (a)       each Ratings Agency issues a Ratings Affirmation Notice in relation to appointment of the
                 Seller as custodian of the Housing Loan Documents;

       (b)       the Seller has provided to the Issuer Trustee a document custody audit report in which the
                 Auditor grades the overall custodial performance by the Seller to be at least satisfactory (i.e.
                 only minor exceptions noted); and

       (c)       no Document Transfer Event (see Section 11.2) has occurred.

       Following the receipt of the above notice the Issuer Trustee must deliver to the Seller, by the expiry of
       that 30 day period, all Housing Loan Documents in its possession.

       If appointed custodian of the Housing Loan Documents, the Seller must hold the Housing Loan
       Documents in accordance with its standard safe-keeping practices and in the same manner and to the same
       extent as it holds its own documents until a Document Transfer Event occurs. The Seller must deliver to
       the Issuer Trustee, no later than the expiry of the above 30 day period, a computer diskette containing
       details of the Housing Loan Documents transferred to its custody and a letter containing the Seller's
       identification methodology for the Housing Loan Documents. The Seller must also update the
       information on the diskette on a regular basis. The Seller's role as custodian will be periodically reviewed
       by the Auditor who will deliver an audit report to the Issuer Trustee (with a copy to the Trust Manager
       and the Seller) on a 6 monthly basis (or such other period as is agreed between the Trust Manager, the
       Issuer Trustee and the Ratings Agencies).

11.2   Document Transfer Event

       A Document Transfer Event will occur if an adverse document custody audit report is provided by the
       Auditor; the Auditor is then instructed by the Issuer Trustee to conduct a further document custody audit
       report no sooner than 1 month but no later than 2 months after the date of receipt by the Issuer Trustee of
       the adverse document custody audit report; and the Auditor provides a further adverse document custody
       audit report.

       An adverse document custody audit report by the Auditor is one in which major deficiencies in internal
       controls are identified and the Auditor has concluded that it cannot rely on the integrity of the information
       in respect of the Housing Loans on the Seller's security register or the computer diskette referred to in
       Section 11.1.

       The Issuer Trustee must notify the Seller immediately upon becoming actually aware of a Document
       Transfer Event. Upon receipt of such notice the Seller must transfer custody of the Housing Loan
       Documents to the Issuer Trustee within 7 days (for at least 90 per cent. of the Housing Loans) and within
       14 days (for any remaining Housing Loan Documents), subject to limited exceptions for certain Housing
       Loan Documents contained in the Series Supplement.

       If following a Document Transfer Event:

       (a)       the Issuer Trustee is satisfied, notwithstanding the occurrence of the Document Transfer Event,
                 that the Seller is an appropriate person to act as custodian of the Housing Loan Documents; and




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       (b)       each Ratings Agency has issued a Ratings Affirmation Notice in relation to the appointment of
                 the Seller to act as custodian of the Housing Loan Documents,

       then the Issuer Trustee may by agreement with the Seller appoint the Seller to act as custodian of the
       Housing Loan Documents, upon such terms as are agreed between the Issuer Trustee and the Seller and
       approved by the Mortgagor.

       If:

       (a)       a Perfection of Title Event occurs (other than a Servicer Default as described in Section
                 10.5.4(f)) is declared by the Issuer Trustee in accordance with the Series Supplement and the
                 Issuer Trustee notifies the Seller of that fact; or

       (b)       a Servicer Default as described in Section 10.5.4(f) has occurred and the Issuer Trustee has
                 notified the Seller the reasons why the Issuer Trustee, in good faith, considers that the
                 conditions in Section 10.5.4(f) have been satisfied and why, in the Issuer Trustee's reasonable
                 opinion, an Adverse Effect has occurred or may occur as a result,

       the Seller must, immediately following notice from the Issuer Trustee, and subject to limited exceptions
       contained in the Series Supplement for certain Housing Loan Documents, transfer custody of the Housing
       Loan Documents to the Issuer Trustee.

11.3   Custodian Fee

       The custodian is entitled to a fee for the provision of custodial services to the Issuer Trustee. The amount
       of such fee will be agreed on from time to time between the Trust Manager, the Seller and the custodian.
       The fee for a Monthly Period is payable by the Issuer Trustee in arrears on the Distribution Date
       following the end of the Monthly Period.




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12.    AUSTRALIAN TAXATION

       The following statements with respect to Australian taxation are general summaries only and are based on
       taxation advice received by the Issuer Trustee. Prospective investors should consult their own tax
       advisers concerning the consequences, in their particular circumstances, under Australian tax laws, and
       under the laws of any other taxing jurisdiction, of the ownership of or any dealing in the Notes.

       Any such dealing would need to comply with the selling restrictions and securities laws generally.

12.1   Interest Withholding Tax and Tax File Numbers

       Under existing Australian tax laws, a payment made by the Issuer Trustee (which is an Australian
       resident) which is:

       (a)       a payment of:

                 (i)        interest; or

                 (ii)       an amount in the nature of interest; or

                 (iii)      an amount that could reasonably be regarded as having been converted into a form
                            that is in substitution for interest; or

                 (iv)       a dividend in respect of a non-equity share (but not a return on an equity interest); or

                 (v)        an amount in respect of an upper tier 2 capital instrument that is deemed to be a debt
                            interest by regulations made under the Income Tax Assessment Act 1997; and

       (b)       made to a non-resident of Australia and not derived in carrying on business through an
                 Australian permanent establishment (an "Australian Establishment"), or to a permanent
                 establishment of a resident carried on outside Australia; and

       (c)       not an outgoing wholly incurred by the Issuer Trustee in carrying on business in a country
                 outside Australia at or through a permanent establishment in that country,

       will be subject to interest withholding tax at a rate (currently) of 10 per cent of the amount of such
       payment.

       Pursuant to section 128F of the Australian Tax Act, an exemption from Australian withholding tax applies
       if all of the following conditions are met:

       (a)       the Issuer Trustee is a company as defined in section 128F(9) of the Australian Tax Act (which
                 includes certain trusts);

       (b)       the Issuer Trustee is a resident of Australia or is a non-resident carrying on business through an
                 Australian Establishment when it issues the Notes;

       (c)       the Issuer Trustee is a resident of Australia or is a non-resident carrying on business through an
                 Australian Establishment when the interest is paid; and

       (d)       the issue of the Notes satisfies the public offer test set out in section 128F(3) of the Australian
                 Tax Act.

       The Joint Lead Managers have agreed with the Issuer Trustee to offer the Notes and interests in the
       Global Note for subscription or purchase in accordance with certain procedures intended to result in the
       public offer test being satisfied and all Notes having the benefit of the section 128F exemption.

       Under present law, the public offer test will not be satisfied if, at the time of issue, the Issuer Trustee
       knew, or had reasonable grounds to suspect, that the Notes, or an interest in the Notes, was being, or
       would later be, acquired either directly or indirectly by an Offshore Associate of the Issuer Trustee or
       Adelaide Bank, other than in the capacity of a dealer, manager or underwriter in relation to the placement

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       of the relevant Notes, or a clearing house, custodian, funds manager or responsible entity of a registered
       scheme.

       The section 128F exemption also does not apply to interest paid by the Issuer Trustee to an Offshore
       Associate of the Issuer Trustee if, at the time of payment of the interest, the Issuer Trustee knows, or has
       reasonable grounds to suspect, that such person is an Offshore Associate and the Offshore Associate does
       not receive the payment in the capacity of a clearing house, paying agent, custodian, funds manager or
       responsible entity of a registered scheme.

       Accordingly, the Notes or interests in the Global Note should not be acquired by any Offshore
       Associate of the Issuer Trustee or Adelaide Bank.

       Other than interest withholding tax as described above, under existing Australian tax laws, non-resident
       holders of the Notes or interests in any Global Note (other than persons holding such securities or
       interests as part of a business carried on, at or through an Australian Establishment) are not subject to
       Australian income tax on payments of interest or amounts in the nature of interest.

       Tax may be deducted from payments to an Australian resident Noteholder or a non-resident holding the
       Notes at or through an Australian Establishment, who does not provide the Issuer Trustee with a tax file
       number or an Australian Business Number (where applicable) unless an exemption applies to that
       Noteholder.

12.2   Profit on Sale

       Under existing Australian law, non-resident holders of Notes will not be subject to Australian income tax
       on profits derived from the sale or disposal of the Notes provided that:

       (a)       the profits do not have an Australian source; or

       (b)       where the non-resident holder is located in a country with which Australia has concluded a
                 double tax treaty, the Notes are not held, and the sale and disposal of the Notes does not occur,
                 as part of a business carried on, at or through an Australian Establishment.

       The source of any profit on the disposal of Notes will depend on the factual circumstances of the actual
       disposal. Where the Notes are acquired and disposed of pursuant to contractual arrangements entered into
       and concluded outside Australia, and the seller and the purchaser are non-residents of Australia and do not
       have an Australian Establishment, the profits should not have an Australian source.

       Where the Notes are held, and the sale and disposal occurs as part of a business carried on by the non-
       resident holder at or through an Australian Establishment, the profits derived from the sale or disposal
       may be deemed to have an Australian source. Such deeming will depend upon the country in which the
       non-resident holder is located and any applicable double tax treaty between Australia and that country.

       There are specific withholding tax rules that can apply to treat a portion of the sale price of Notes as
       interest for withholding tax purposes (and which amounts are not covered by the exemption conditions in
       section 128F). These rules can apply when Notes are sold to an Australian resident in connection with a
       "washing arrangement" (as defined in the Australian Tax Act) whereby the title to Notes are transferred to
       a resident shortly before an interest payment is made where the sole or dominant purpose of the
       arrangement is to reduce the amount of withholding tax payable by a person.

12.3   Goods and Services Tax

       A goods and services tax ("GST") is payable by all entities that make taxable supplies in Australia. The
       GST law adopts a broad meaning of "entity", including within that term legal constructs such as
       partnerships and trusts. Therefore, for GST purposes, the Series Trust will be treated as a separate entity,
       making supplies and acquisitions. A reference to the Trustee in this part is a reference to the Issuer
       Trustee in its capacity as trustee of the Series Trust.

       If an entity, such as the Series Trust, makes a taxable supply it will have to pay GST equal to 1/11th of the
       total GST inclusive value of the consideration provided in connection with that supply. However, a supply
       will only be taxable to the extent that it is not "GST-free" or "input taxed". Based on the current GST

                                                      135
legislation and regulations, the issue of the Notes and the payment of interest or principal on the Notes to
Noteholders will not be taxable supplies.

If a supply by the Series Trust is:

•          "GST free", the Series Trust does not have to remit GST on the supply and can obtain input tax
           credits for GST included in the consideration provided for acquisitions to the extent they relate
           to the making of this supply; or

•          "input taxed", which includes "financial supplies" as defined by regulation 40-5.09 of the A
           New Tax System (Goods and Services Tax) Regulations 1999, the Series Trust does not have
           to remit GST on the supply, but may not be able to claim input tax credits for any GST
           included in the consideration provided for acquisitions to the extent they relate to the making of
           this supply, unless one of the relevant exceptions applies, such as acquisitions that are eligible
           for reduced input tax credits.

Most of the services that the Series Trust would acquire are expected to be taxable supplies for GST
purposes. Where this is the case, it will generally be the service provider who is liable to pay GST in
respect of that supply, although in certain circumstances, the Series Trust may become liable to remit GST
in respect of certain offshore services. Whether a service provider is able to recoup an additional amount
from the Series Trust on account of the service provider's liability for GST will depend on the terms of the
contract with that service provider. . Under the Series Supplement, the Issuer Trustee's fee is inclusive of
GST and cannot be further adjusted by reference to the Issuer Trustee's GST liability, unless:

•           there is a significant change in the GST legislation (including a change in the rate of GST);

•           the Issuer Trustee and the Trust Manager agree or, failing agreement, an appropriate
            adjustment is determined by an expert; and

•           the Trust Manager receives a Ratings Affirmation Notice in relation to the adjustment.

Similarly, the Trust Manager and the Servicer may agree to adjust the Trust Manager's fee and the
Servicer's fee provided that the Ratings Agencies have issued a Ratings Affirmation Notice in relation to
that adjustment.

If amounts payable by the Series Trust are treated as the consideration for a taxable supply under the GST
legislation and they are increased by reference to the relevant supplier's GST liability, the Series Trust
may be restricted in its ability to claim an input tax credit for that increase. Where this is the case, the
expenses of the Series Trust could increase, resulting in a decrease in the funds available to the Series
Trust to pay Noteholders.

However, there are three important circumstances in which the Series Trust may be entitled to input tax
credits in relation to input taxed supplies.

Firstly, a "reduced input tax credit" may be claimed for "reduced credit acquisitions" that relate to the
making of financial supplies by the Series Trust. Where available, the amount of the reduced input tax
credit is currently 75 per cent of the GST payable by the service provider on the taxable supplies made to
the Series Trust. The availability of input tax credits or reduced input tax credits will reduce the extent to
which the expenses of the Series Trust will increase on account of GST being payable by service
providers.

Secondly, an entity will not be precluded from claiming an input tax credit for an acquisition to the extent
the acquisition relates to the making of financial supplies and the entity making the acquisition does not
"exceed the financial acquisitions threshold".

Thirdly, an entity could be entitled to input tax credits for acquisitions relating to a financial supply that
consists of a borrowing, provided that the borrowing relates to supplies that are not input taxed.

The acquisitions made by the Series Trust from the Issuer Trustee (in its personal capacity), the Trust
Manager and the Servicer are expected to be acquisitions of taxable supplies and, as such, the fees paid by
the Series Trust for these supplies may include amounts on account of GST. However, the Series Trust's

                                               136
acquisitions of services from the Trust Manager and the Issuer Trustee are also expected to be reduced
credit acquisitions. As such, the Series Trust may be entitled to a reduced input tax credit in respect of the
acquisition of those services. However, in GSTR 2004/4, we note that the Commissioner appears to take
a restrictive view on the availability of reduced input tax credits for the acquisition of supplies made by a
servicer. We have not been asked to consider the availability of reduced input tax credits for acquisitions
to which the Servicing Fee relates.

The GST may increase the cost of repairing or replacing damaged properties offered as security for
Housing Loans. However, it is a condition of Adelaide Bank's loan contract and mortgage documentation
that the borrower must maintain full replacement value property insurance at all times during the loan
term.

The GST legislation, in certain circumstances, treats the Issuer Trustee as making a taxable supply if it
enforces a security by selling the mortgaged property and applying the proceeds of sale to satisfy the
Housing Loan. The Issuer Trustee will have to account for GST out of the sale proceeds, with the result
that the remaining sale proceeds may be insufficient to cover the unpaid balance of the related loan.
However, the general position is that a sale of existing Residential Property is an input taxed supply for
GST purposes and so the enforced sale of property which secures the Housing Loans will generally not be
treated as a taxable supply under these provisions. As an exception, the Issuer Trustee may still have to
account for GST out of the proceeds of sale recovered when a Housing Loan is enforced where the
borrower carries on an enterprise and is registered for GST purposes, uses the mortgaged property as an
asset of its enterprise and any of the following are relevant:

•         the property can no longer be used as a residence;

•         the property is used as commercial residential premises such as a hostel or boarding house;

•         the borrower is the first vendor of the property—the borrower built the property and the
          property was not used for residential accommodation before 2 December 1998 and has not
          been used for leasing or similar activities as residential premises for at least 5 years since being
          built;

•         the borrower has undertaken substantial renovation of the property since 2 December 1998; or

•         the mortgaged property is sold otherwise than to be used predominantly as a residence.

Any reduction as a result of GST in the amount recovered by the Issuer Trustee when enforcing the
Housing Loans will decrease the funds available to the Series Trust to pay Noteholders to the extent not
covered by the Mortgage Insurance Policies. The extent to which the Issuer Trustee is able to recover an
amount on account of the GST, if any, payable on the proceeds of sale in the circumstances described in
this section, will depend on the terms of the related Mortgage Insurance Policy.




                                               137
13.      SUBSCRIPTION AND SALE OF THE CLASS A NOTES AND THE CLASS B NOTES

13.1     Subscription

13.1.1   Subscription Agreement

         Under a Subscription Agreement to be dated on or about 16 October 2006 (the "Subscription
         Agreement") the Joint Lead Managers for the Class A-1 Notes have agreed, subject to certain conditions,
         to subscribe and pay for the Class A-1 Notes at the issue price of 100 per cent. of their principal amount.

         Adelaide Bank has agreed to pay the Joint Lead Managers for the Class A-1 Notes a combined
         underwriting, management and selling commission and to reimburse them for certain of their expenses in
         connection with the issue of the Class A-1 Notes. The Joint Lead Managers for the Class A-1 Notes are
         entitled to terminate the Subscription Agreement in certain circumstances prior to payment of the issue
         price to the Issuer Trustee. The Issuer Trustee, Adelaide Bank and the Trust Manager have agreed to
         indemnify the Joint Lead Managers for the Class A-1 Notes against certain liabilities in connection with
         the offer and sale of the Class A-1 Notes.

13.1.2   Dealer Agreement

         Under a Dealer Agreement dated on 11 October 2006 (the "Dealer Agreement") the Joint Lead
         Managers for the Class A-2 Notes and Class B Notes have agreed, subject to certain conditions, to
         subscribe and pay for the Class A-2 Notes and Class B Notes at the issue price of 100 per cent. of their
         principal amount.

         Adelaide Bank has agreed to pay the Joint Lead Managers for the Class A-2 Notes and Class B Notes and
         a placement fee and to reimburse them for certain of their expenses in connection with the issue of the
         Class A-2 Notes and Class B Notes. The Joint Lead Managers for the Class A-2 Notes and Class B
         Notes, Adelaide Bank, the Issuer Trustee and the Trust Manager are entitled to terminate the Dealer
         Agreement in certain circumstances prior to the payment of issue price to the Issuer Trustee. The Issuer
         Trustee, Adelaide Bank and the Trust Manager have agreed to indemnify the Joint Lead Managers for the
         Class A-2 Notes and Class B Notes against certain liabilities in connection with the offer and sale of the
         Class A-2 Notes and Class B Notes.

13.2     Sale

13.2.1   United States of America

         Each Joint Lead Manager has represented and agreed that the Notes have not been and will not be
         registered under the Securities Act, and may not be offered or sold within the United States or to, or for
         the account or benefit of, US persons (as defined in Regulation S under the Securities Act) except in
         certain transactions exempt from the registration requirements of the Securities Act.

         Each Joint Lead Manager has agreed that, except as permitted by the Subscription Agreement, it will not
         offer, sell or deliver the Notes (i) as part of their distribution at any time or (ii) otherwise until 40 days
         after the later of the commencement of the offering of the Notes and the date of closing of the offering
         (for the purposes only of this Section 13.2, the "Distribution Compliance Period") within the United
         States or to, or for the account or benefit of, US persons and that it will have sent to each distributor,
         dealer or other person to which it sells Notes during the Distribution Compliance Period a confirmation or
         other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or
         for the account or benefit of US persons. Terms used in this paragraph have the meanings given to them
         by Regulation S under the Securities Act.

         In addition, until 40 days after the commencement of the offering of the Notes, an offer or sale of the
         Notes within the United States by a dealer, whether or not participating in the offering, may violate the
         registration requirements of the Securities Act.

         The Notes are in bearer form and are subject to US tax law requirements and may not be offered, sold or
         delivered within the United States or its possessions or to a United States person, except in certain
         transactions permitted by US tax regulations. Terms used in the preceding sentence have the meanings
         given to them by the US Internal Revenue Code of 1986 and regulations thereunder.

                                                         138
13.2.2   United Kingdom

         Each Joint Lead Manager has represented and agreed that:

         (a)         it has only communicated or caused to be communicated and will only communicate or cause
                     to be communicated any invitation or inducement to engage in investment activity (within the
                     meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any
                     Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer
                     Trustee; and

         (b)         it has complied and will comply with all applicable provisions of the FSMA with respect to
                     anything done by it in relation to the Notes in, from or otherwise involving the United
                     Kingdom.

13.2.3   Australia

         This Offering Circular is not a "Product Disclosure Statement" for the purposes of Chapter 7 of the
         Australian Corporations Act and has not been lodged with the Australian Securities and Investments
         Commission as a disclosure document under Part 6D.2 of the Australian Corporations Act. Accordingly,
         each of the Joint Lead Managers has represented and agreed that it has not offered and will not offer, for
         issue, and has not invited and will not invite applications for the issue of the Notes or offer the Notes for
         sale or invite offers to purchase the Notes to a person, unless (i) the minimum amount payable to the
         relevant Joint Lead Manager by each person for the Notes (after disregarding any amount paid or payable
         or lent by the relevant Joint Lead Manager or any associate (as determined under sections 10 to 17 of the
         Australian Corporations Act)) of that Joint Lead Manager, on acceptance of that offer by that person is at
         least A$500,000 (calculated in accordance with both section 708(9) of the Australian Corporations Act
         and regulation 7.1.18 of the Australian Corporations Regulations) (or its equivalent in another currency),
         or (ii) the offer, invitation or sale otherwise does not otherwise require disclosure to investors under Part
         6D.2 of the Australian Corporations Act, otherwise complies with the Australian Corporations Act and is
         not made to a person who is a "retail client" within the meaning of section 761G of the Australian
         Corporations Act. In addition, the Subscription Agreement and the Dealer Agreement contains provisions
         which require the Joint Lead Managers to take certain steps in relation to the offering of the Notes so that
         the Issuer Trustee can establish that it has met the requirements of the Australian Tax Act (see Section
         12.1).

13.2.4   Spain

         Each of the Joint Lead Managers has represented and agreed that the Notes have not been and will not be
         offered, sold or distributed in the Kingdom of Spain except:

         (a)         in accordance with the requirements of the Spanish Securities Market Law of July 28, 1988
                     (Ley 24/1988, de 28 de julio, del Mercado de Valores) as amended and restated, and Royal
                     Decree 291/1992 on Issues and Public Offerings for the Sale of Securities (Real Decreto
                     291/1992, de 27 de marzo, sobre Emisiones y Ofertas Pùblicas de Venta de Valores) as
                     amended and restated and the decrees and regulations made thereunder; and

         (b)         in circumstances which do not constitute a public offer of securities in Spain within the
                     meaning of Spanish securities laws and regulations.

         Neither the Notes nor this Offering Circular have been verified or registered in the administrative
         registries of the Spanish Securities Markets commission (Comisión Nacional del Mercado de Valores).

13.2.5   Republic of Ireland

         Each of the Joint Lead Managers has agreed that to the extent applicable, it has not and will not
         underwrite the issue of the Notes otherwise than in conformity with the provisions of the Irish Investment
         Intermediaries Act, 1995 (as amended), including, without limitation, Sections 9, 23 (including any
         advertising restrictions made thereunder) and 50 and any conduct of business rules made under Section
         37.




                                                        139
13.2.6    Italy

          The Notes will not be offered, sold or distributed in Italy.

13.2.7    France

          The information made available in this Offering Circular has not been prepared in the context of a public
          offer of financial instruments in France and has therefore not been submitted to the Autorité des Marchés
          Financiers for approval. This Offering Circular is made available solely for information purposes and
          does not constitute an offer or invitation for the subscription or purchase of the Notes. This Offering
          Circular is confidential and has been and will be furnished only to a limited circle of investors (cercle
          restreint d'investisseurs) and/or qualified investors (investisseurs qualifiés) as defined by the Decree N°
          98-880 dated 1 October 1998, in each case on the condition that it shall not be passed on to any person nor
          reproduced (in whole or in part) and that applicants undertake not to re-transfer, directly or indirectly, the
          Notes to the public in France, other than in compliance with articles L. 411-1, L. 411-2, L. 412-1 and L.
          621-8 of the French Monetary Code (Code Monétaire et Financier).

13.2.8    Belgium

          The Belgian Banking Finance Commission (Commissie voor het Bank-en Financiewezen/Commission
          Bancaire et Financiere) has not reviewed nor approved this Offering Circular or commented on its
          accuracy or recommended or endorsed the purchase of the Notes in accordance with the Belgian Act of 22
          April 2003 relating to the public offer of securities. This Offering Circular has not been and will not be
          distributed to the Belgian public except in accordance with Belgian law. The Notes have not been and
          will not be publicly offered for sale, sold or marketed in Belgium by means of a public offer under
          Belgian law. The offering of the Notes to the public in Belgium within the meaning of the Belgian Act of
          22 April 2003 and the Royal Decree of 7 July 1999 has not been authorised. Accordingly, the Notes have
          not been and will not be offered or sold or marketed to persons in Belgium other than in circumstances
          which do not constitute an offer of the Notes to the public in Belgium

13.2.9    Sweden

          This Offering Circular is for the intended recipients only and has not been forwarded and will not be
          forwarded in any way to the public in Sweden except in accordance with Swedish law. The Notes have
          not been and will not be offered or sold in Sweden in a manner that would require the registration of this
          Offering Circular by the Swedish Financial Supervisory Authority according to the Financial Instruments
          Trading Act.

13.2.10   Singapore

          Each Joint Lead Manager has represented and agreed that it has not distributed or circulated and will not
          distribute or circulate, whether directly or indirectly, this Offering Circular in Singapore other than to:

          (a)        persons in Singapore under circumstances in which any offer or invitation to subscribe for or
                     purchase, or sale of, the Notes does not constitute an offer, invitation or sale to the public in
                     Singapore; or

          (b)        the public (including any person selected by reference to him being a member of the public, or
                     any section of the public whether by selection as customers or in any other manner) or any
                     person in Singapore pursuant to, and in accordance with the conditions of, an exemption within
                     the ambit of Subdivision (4) of Division 1 to Part XIII of the Securities and Futures Act
                     (Chapter 289) of Singapore to whom any Notes may be offered or sold under such exemption.

13.2.11   Hong Kong

          Each Joint Lead Manager has represented and agreed that:

          (a)        it has not offered or sold and will not offer or sell in Hong Kong, by means of any document,
                     any Notes other than to persons whose ordinary business is to buy or sell shares or debentures,
                     whether as principal or agent, or in circumstances which do not constitute an offer to the public
                     within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong; and

                                                          140
          (b)       it has not issued and will not issue any advertisement, invitation or document relating to the
                    Notes, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are
                    likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under
                    the securities laws of Hong Kong) other than with respect to Notes which are or are intended to
                    be disposed of only to persons outside Hong Kong or only to "professional investors" within
                    the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules
                    made thereunder.

13.2.12   Norway

          Each Joint Lead Manager has represented and agreed that it has not, directly or indirectly, offered or sold
          and will not, directly or indirectly, offer or sell in the Kingdom of Norway any Notes other than to
          persons who are registered with the Oslo Stock Exchange as professional investors.


13.2.13   General

          No action has been, or will be, taken by the Issuer Trustee or any of the Joint Lead Managers (including
          but not limited to the advertisement of the Notes in any newspaper or periodical, or posted in any public
          place) that would permit a public offering of the Notes or distribution of this Offering Circular or any
          other offering or publicity material relating to the Notes in or from any jurisdiction where action for that
          purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither
          this Offering Circular nor any circular, prospectus, form of application, advertisement or other material,
          may be distributed in or from or published in any country or jurisdiction, except under circumstances that
          will result in compliance with any applicable laws or regulation.

          The Notes are only to be sold in a manner that does not constitute an offer to the public for the purposes
          of the Prospectus Directive.




                                                         141
14.     GENERAL INFORMATION

14.1    The issue of Notes has been authorised by resolution of the Board of Directors of the Issuer Trustee
        passed on 10 October 2006.

14.2    The Australian Business Number of the Issuer Trustee is 42 000 001 007. The contact telephone number
        for the Issuer Trustee is +61 2 9229 9000.

14.3    The Trust Manager has applied for the Class A-1 Notes and the Class A-2 Notes to be listed on the
        Australian Stock Exchange prior to the first Distribution Date. So long as the Class A-1 Notes and the
        Class A-2 Notes are listed on the Australian Stock Exchange, the Class A-1 Notes and the Class A-2
        Notes will be freely transferable and negotiable in accordance with the rules of the Australian Stock
        Exchange and applicable securities laws, but subject to the restrictions set out in paragraph 4.4 of the
        Tems and Conditions of the Class A-1 Notes, or section 2.3.13 (in the case of the Class A-2 Notes). The
        Class B Notes will not be listed.

14.4.   The Class A-1 Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg
        as follows:

                  Common Code:          027194397
                  ISIN:                 XS0271943978
                  WKN Number:           A0GZ4U

        The Class A-2 Notes and B Notes have been lodged with Austraclear.

14.5    In relation to this transaction the Issuer Trustee, on 11 October 2006 and on or about 16 October 2006,
        entered into the Dealer Agreement and the Subscription Agreement respectively, referred to in Section
        13.1.

14.6    The Issuer Trustee is not nor has been involved in any governmental, legal or arbitration proceedings
        which may have, or have had during the twelve months preceding the date of this Offering Circular, a
        significant effect on the Issuer Trustee's financial position nor, so far as the Issuer Trustee is aware, are
        any such proceedings pending or threatened.

14.7    Copies of the following documents may be inspected in physical or electronic form at the specified
        offices of the Euro Note Trustee during usual business hours or any weekday (Saturdays, Sundays and
        public holidays excepted) for the term of the Notes:

        (a)       the Constitution of the Issuer Trustee;

        (b)       the following (some of which, prior to the Issue Date, will be in draft form):

                  (i)        the Master Trust Deed;

                  (ii)       the Series Supplement;

                  (iii)      the Security Trust Deed;

                  (iv)       the Liquidity Facility Agreement;

                  (v)        the Redraw Facility Agreement;

                  (vi)       the Standby Guarantee;

                  (vii)      the Interest Rate Swap Agreement;

                  (viii)     the Currency Swap Agreement;

                  (ix)       the Agency Agreement;



                                                        142
                  (x)       the Euro Note Trust Deed (including the form of the Global Notes and of the
                            Definitive Notes) and the Deed of Amendment to the Euro Note Trust Deed; and

                  (xi)      any other document agreed by the Trust Manager and the Issuer Trustee to be a
                            Transaction Document, (collectively, the "Transaction Documents").

14.8   The Issuer Trustee does not intend to provide post-issuance transaction information regarding the Notes
       and the Housing Loans. In particular, the Issuer Trustee will not publish annual reports and accounts. The
       Issuer Trustee will or will procure that the Trust Manager, on behalf of the Issuer Trustee, will provide
       written confirmation to the Euro Note Trustee, on an annual basis, that no Event of Default or other matter
       which is required to be brought to the attention of the Euro Note Trustee under the Euro Note Trust Deed
       has occurred.




                                                     143
15.   GLOSSARY OF TERMS

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

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

      A$ Exchange Rate           This means the "A$ Exchange Rate" specified in the confirmation
                                 for the Currency Swap Agreement.

      A$ Floating Amount         In relation to a Distribution Date, the aggregate of all floating
                                 amounts payable to the Currency Swap Provider under paragraph
                                 5.1 of the Currency Swap Confirmation.

      AB Collateral Securities   This is described in Section 10.1.2.

      AB Trust                   This is described in Section 10.1.2.

      ABN AMRO                   ABN AMRO Bank N.V.

      ABN AMRO Australia         ABN AMRO Bank N.V., Australian Branch ABN 84 079 478 612.

      ABN AMRO Holding           ABN AMRO Holding N.V.

      Accrued Interest           This is described in Sections 1.6 and 7.4.4.
      Adjustment

      Accountholders             This is described in Section 2.2.

      Adelaide Bank              Adelaide Bank Limited ABN 54 061 461 550.

      Adjusted Investor          This is described in Section 7.4.2.
      Revenues

      Adjusted Principal         This is described in Section 7.5.1.
      Collections

      Adjusted Stated Amount     This has the meaning set out in Condition 7.8 of the Euro Note
                                 Conditions in Section 2.1.

      Adjustment Advance         This is described in Sections 1.6 and 7.4.4.

      Adverse Effect             An event which materially and adversely affects the amount of any
                                 payment to be made to any Investor (to the extent that it affects
                                 any Investor other than the Seller and any Related Body Corporate
                                 of the Seller) or materially and adversely affects the timing of such
                                 payment.

      Agent                      Each Paying Agent and the Agent Bank.

      Agent Bank                 Citibank, N.A., London Branch




                                                 144
Agency Agreement             An Agency Agreement dated 11 October 2006 between the Euro
                             Note Trustee, the Issuer Trustee, the Principal Paying Agent, the
                             Agent Bank and the Trust Manager.

Aggregate Initial            This is described in Section 1.3.
Invested Amount

API                          Australian Property Institute

Applied Liquidity            This is described in Section 9.3.4.
Amount

Assets of the Series Trust   All assets of the Series Trust from time to time including:

                             (a)       cash on hand or at a bank to the credit of the Issuer
                                       Trustee;

                             (b)       investments referable to the Series Trust;

                             (c)       amounts owing to the Issuer Trustee by debtors in
                                       respect of the Series Trust (excluding any bad or
                                       doubtful debts);

                             (d)       income accrued from Housing Loans and from
                                       investments referable to the Series Trust to the extent
                                       not included above;

                             (e)       any prepayment of expenditure in respect of the Series
                                       Trust;

                             (f)       any Housing Loans, related securities and other rights
                                       assigned to the Issuer Trustee in its capacity as trustee of
                                       the Series Trust (see Section 6.1) on, and subject to, the
                                       terms of the Master Trust Deed and the Series
                                       Supplement;

                             (g)       the interest of the Issuer Trustee in any Hedge
                                       Agreement and any credit enhancements relating to the
                                       Series Trust;

                             (h)       the benefit of all representations, warranties and
                                       undertakings made by any party in favour of the Issuer
                                       Trustee under the Transaction Documents; and

                             (i)       other property as agreed in writing between the Trust
                                       Manager and the Issuer Trustee.

Auditor                      This is described in Section 10.7.

Australian Corporations      The Corporations Act 2001 (as amended) of the Commonwealth of
Act                          Australia.

Australian Corporations      The Corporations Regulations 2001 (as amended) of the
Regulations                  Commonwealth of Australia.

Australian                   This is described in Section 12.1.
Establishment

Australian Stock             Australian Stock Exchange Limited ACN 008 624 691
Exchange


                                             145
Australian Tax Act       This is described in Section 1.8.

BBSW                     In relation to a Interest Period (or an interest period under the
                         Liquidity or Redraw Facilities), the rate appearing at
                         approximately 10.00 am Sydney time on the first day of that
                         Interest Period (or the first occurring Distribution Date during the
                         interest period (as the case may be)) on the Reuters Screen page
                         "BBSW" as being the average of the mean buying and selling rates
                         appearing on that page for a bill of exchange having a tenor of one
                         month and rounded upwards to 4 decimal places. If:

                          (a)     the initial Interest Period is not equal to one month;

                          (b)     on the first day of an Interest Period (or interest period
                                  under the Liquidity or Redraw Facilities (as the case may
                                  be)), fewer than 4 financial institutions are quoted on the
                                  Reuters Screen page "BBSW", or

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

                         then "BBSW" means such rate as is specified by the Trust
                         Manager or the relevant facility provider (as the case may be)
                         having regard to comparable indices then available.

Bad and Doubtful Debts   In respect of a Housing Loan portfolio, means write-offs, plus
Expense                  provisions, less Recoveries.

Basis Swap               This is described in Section 9.1.2.

Business Day             A day on which banks are open for business in Sydney, Melbourne
                         Adelaide, New York and London and any TARGET day, other
                         than a Saturday, Sunday or a public holiday in Sydney, Melbourne,
                         Adelaide, New York or London.

Calculation Period       Calculation Period as defined in the 2000 ISDA Definitions
                         (published by the International Swaps and Derivatives Association,
                         Inc).

Call Date                The Quarterly Distribution Date falling in December 2012.

Call Option              The right of the Issuer Trustee to redeem all the Notes as described
                         in Section 1.3 and in Condition 7.2 of the Euro Note Conditions in
                         Section 2.1.

Capital Units            This Class A Capital Unit and the Class B Capital Unit.

Cash Deposit             This is described in Section 9.3.9.

Charge                   This is described in Section 9.5.1.

Charge-Offs              These are described in Section 7.6.

Charged Property         The Assets of the Series Trust.

Chargor                  The Issuer Trustee in its capacity as trustee of the Series Trust.

Class A Capital Unit     The single Class A Capital Unit in the Series Trust.




                                         146
Class A Capital        CU Securitisation Services Pty Limited ACN 103 939 500.
Unitholder

Class A Note           This means a Class A-1 Note and a Class A-2 Note.



Class A-1 Note         This has the meaning set out in Condition 1 of the Euro Note
                       Conditions in Section 2.1.

Class A-1 Noteholder   This has the meaning set out in Condition 1 of the Euro Note
                       Conditions in Section 2.1.

Class A-2 Notes        These are described in Section 2.3.

Class A-2 Noteholder   The registered holder of a Class A-2 Note, including persons
                       jointly registered.

Class B Basic Term     This means an alteration, addition or amendment to the Security
Modification           Trust Deed or to the terms and conditions of the Notes which has
                       the effect of:

                       (a)       reducing, cancelling, postponing the date of payment,
                                 modifying the method for the calculation or altering the
                                 order of priority under the Security Trust Deed, of any
                                 amount payable in respect of any principal or interest in
                                 respect of the Class B Notes;

                       (b)       altering the currency in which payments under the
                                 Class B Notes are to be made;

                       (c)       altering the majority required to pass an Extraordinary
                                 Resolution under the Security Trust Deed; or

                       (d)       sanctioning any scheme or proposal for the exchange or
                                 sale of the Class B Notes for or the conversion of the
                                 Class B Notes into or the cancellation of the Class B
                                 Notes in consideration of shares, stock, notes, bonds,
                                 debentures, debenture stock and/or other obligations
                                 and/or securities of the Issuer Trustee or any other
                                 company formed or to be formed, or for or into or in
                                 consideration of cash, or partly for or into or in
                                 consideration of such shares, stock, notes, bonds,
                                 debentures, debenture stock and/or other obligations
                                 and/or securities as aforesaid and partly for or in
                                 consideration of cash.

Class B Capital Unit   The single Class B Capital Unit in the Series Trust.

Class B Capital        Adelaide Bank.
Unitholder

Class B Note           This is described in Sections 2.3.

Class B Noteholder     The registered holder of a Class B Note, including persons jointly
                       registered.

Clean-Up Account       An account opened and held by the Issuer Trustee on trust for the
                       Income Unitholder. This is further described in Section 6.4.12.




                                        147
Clean-Up Collateral    An amount calculated by the Trust Manager in respect of a
Amount                 Monthly Period as follows:

                                 0.25%
                       CCA =           × TSA
                                   12
                       where:

                       CCA =      the Clean-Up Collateral Amount; and

                       TSA =      the Total Stated Amount on the last day of that Monthly
                                  Period.

Clean-Up Offer         The Seller's right to have the Issuer Trustee extinguish in favour
                       of the Seller its entire right, title and interest in the Housing Loans
                       in return for the payment by the Seller of the Clean-Up Settlement
                       Price. The circumstances in which this right can be exercised are
                       described in Section 6.4.12.

Clean-Up Settlement    The amount determined by the Trust Manager to be aggregate of
Price                  the Fair Market Value of each Housing Loan as at the last day of
                       the Monthly Period ending before the date on which the Clean-Up
                       Settlement Price is to be paid.

Clearstream,           Clearstream Banking, sociėtė anonyme.
Luxembourg

Closing Date           In relation to a Housing Loan or otherwise, the date specified by
                       the Seller to the Issuer Trustee and the Trust Manager in the Letter
                       of Offer (if any) to be the Closing Date (or such other date as the
                       Trust Manager may notify the Issuer Trustee and the Seller in
                       accordance with the Letter of Offer) which must be the same as the
                       Closing Date specified in a Transfer Proposal in respect of which
                       the Issuer Trustee is the transferee under the Transfer Proposal.

Collections            This is described in Section 7.3.1.

Collections Account    This is described in Section 1.7.

Consumer Credit Code   This means the Consumer Credit Code set out in the Appendix to
                       the Consumer Credit (Queensland) Act 1994 as in force or applied
                       as a law of any Australian jurisdiction.

Couponholders          This has the meaning set out in Condition 3 of the Euro Note
                       Conditions in Section 2.1.

Coupons                This has the meaning set out in Condition 4.1 of the Euro Note
                       Conditions in Section 2.1.

CPR                    This is defined in Section 7.8.

Currency Swap          This is described in Section 9.2.

Currency Swap          The ISDA Master Agreement dated 29 September 2006 between
Agreement              the Currency Swap Provider, the Trust Manager and the Issuer
                       Trustee.




                                       148
Currency Swap Provider    National Australia Bank Limited.

Custodian Fee             This is described in Section 11.3.

Cut-Off Date              This means in relation to a Housing Loan or otherwise, the date
                          specified by the Seller to the Issuer Trustee and the Trust Manager
                          in the Letter of Offer (if any) to be the Cut-Off Date (or such other
                          date as the Trust Manager may notify the Issuer Trustee and the
                          Seller in accordance with the Letter of Offer), which must be the
                          same as the Cut-Off Date specified in a Transfer Proposal in
                          respect of which the Issuer Trustee is the transferee under the
                          Transfer Proposal.

Dealer Agreement          The Dealer Agreement dated 11 October 2006 between the Issuer
                          Trustee, the Seller, the Trust Manager, ABN AMRO Australia and
                          Deutsche Bank Sydney

Defaulted Amount          This is described in Section 7.5.4.

Defaulted Amount          This is described in Section 7.6.2.
Insufficiency

Determination Date        The date which is 3 Business Days before each Distribution Date.

Deutsche Bank             Deutsche Bank AG.

Deutsche Bank Sydney      Deutsche Bank A.G., Sydney Branch ABN 13 064 165 162.

Distribution Compliance   This is defined in Section 13.2.1.
Period

Distribution Date         The 14th day of each month (or if such a day is not a Business
                          Day, the next Business Day). The first Distribution Date is 14
                          December 2006.

Document Transfer         This is described in Section 11.2.
Event

Domestic Notes            These are described in Sections 1.3 and 2.3.

Domestic Noteholder       At any given time, the person then appearing in the Register as the
                          holder of a Domestic Note.

Eligibility Criteria      These are described in Section 6.1.4.

Eligible Depository       This means a financial institution which has a short term credit
                          rating by S&P of at least A-1, Fitch Ratings of at least F1 and
                          Moody's of at least P-1.

Eligible Trust            A trust corporation (as defined in the Law of Property Act 1925 of
Corporation               the United Kingdom) or a corporation entitled to act as trustee at
                          law or pursuant to applicable legislation relating to trustees in any
                          relevant jurisdiction.

Euro or €                 The lawful currency of the member states of the European Union
                          that adopt the single currency in accordance with the EC Treaty.

Euro Equivalent           In relation to an amount which is calculated, determined or
                          expressed in A$ or which includes a component determined or
                          expressed in A$, the A$ amount or A$ component (as the case may


                                          149
                       be) multiplied by the Euro Exchange Rate.

Euro Exchange Rate     This means the "Euro Exchange Rate" specified in the
                       confirmation for the Currency Swap Agreement.

Euro Note Conditions   The terms and conditions in relation to Class A-1 Notes set out in
                       Section 2.1.

Euro Note Trustee      Citicorp Trustee Company Limited.

Euro Note Trust Deed   This means the deed dated 11 October 2006 between the Euro
                       Note Trustee, the Issuer Trustee and the Trust Manager, as
                       amended.

EUR-EURIBOR-           This is defined in Condition 6.3 of the Euro Note Conditions in
Telerate               Section 2.1.

Euroclear              Euroclear Bank S.A./N.V., as operator of the Euroclear System.

Event of Default       This has the meaning set out in Section 9.5.3.

Excess Investor        This is described in Section 1.7.
Revenues

Exchange Date          This is described in Section 2.2.2.

Existing GEMI master   These are described in Section 8.2.1.
Policies

Extraordinary          In relation to a meeting of all the Voting Secured Creditors under
Resolution             and for the purpose of the Security Trust Deed:

                       (a)        where the Euro Note Trustee is the only Voting Secured
                                  Creditor in accordance with paragraph (a)(i) of the
                                  definition of that term in this Glossary, a written
                                  direction by the Euro Note Trustee; or

                       (b)        where the Class A-1 Noteholders are the only Voting
                                  Secured Creditor in accordance with paragraph (a)(i) of
                                  the definition of that term in this Glossary, an
                                  Extraordinary Resolution of the Class A-1 Noteholders
                                  passed pursuant to the Euro Note Trust Deed.

                       (c)        otherwise:

                       (i)        a resolution which is passed at a meeting of the Voting
                                  Secured Creditors duly convened and held in
                                  accordance with the provisions of the Security Trust
                                  Deed by a majority consisting of not less than 75% of
                                  the persons present and voting at the meeting who are
                                  Voting Secured Creditors, or representing Voting
                                  Secured Creditors or if a poll is demanded, then by
                                  Voting Secured Creditors holding or representing
                                  between them Voting Entitlements comprising in
                                  aggregate a number of votes which is not less than 75%
                                  of the aggregate number of votes comprised in the
                                  Voting Entitlements held or represented by all the
                                  persons present at the meeting voting on such poll; or

                       (ii)       a resolution in writing pursuant to the Security Trust


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                                       Deed signed by all the Voting Secured Creditors.


                            In relation to the Class A-1 Noteholders under and for the purpose
                            of the Euro Note Trust Deed:

                            (a)         a resolution passed at a meeting of the Class A-1
                                        Noteholders duly convened and held in accordance
                                        with the provisions contained in the Euro Note Trust
                                        Deed by a majority consisting of not less than 75% of
                                        the votes cast thereat; or

                            (b)        a resolution in writing pursuant to the Euro Note Trust
                                       Deed signed by all the Euro Noteholders.

Fair Market Value           In respect of a Housing Loan, means the fair market price for the
                            purchase of that Housing Loan as agreed between the Issuer
                            Trustee (acting on expert advice if necessary) and the Seller (or, in
                            the absence of agreement, determined by the Seller's external
                            auditors) and which reflects the performance status of the Housing
                            Loan. If the price offered to the Issuer Trustee in respect of a
                            Housing Loan is at least equal to, or more than, the principal
                            outstanding plus accrued interest in respect of that Housing Loan,
                            the Issuer Trustee is entitled to assume that this price represents the
                            Fair Market Value.

Finance Charges             These are described in Section 7.3.2.

Fitch Ratings               Fitch Australia Pty Ltd ABN 93 081 339 184.

Fixed Finance Charges       These are described in Section 9.1.3.

Fixed Rate Swap             This is described in Section 9.1.3.

Foreign Currency            The currency (including Euro) for the time being of any country
                            other than A$.

FSMA                        Financial Services and Markets Act 2000 of the United Kingdom.

Further Advance             This is described in Section 6.4.10.

GE                          This is defined in Section 8.2.

GEMI                        GE Mortgage Insurance Company Pty. Ltd. ABN 60 106 974 305.

GEMICORP                    This is defined in Section 8.2.

GEMIPL                      This is defined in Section 8.2.

Genworth                    This is defined in Section 8.2.

Global Note                 A Temporary Global Note or a Permanent Global Note, as the
                            context may require.

Gross Liquidity Shortfall   This is described in Section 7.4.2.

GST Act                     The A New Tax System (Goods and Services Tax) Act 1999 (Cth)
                            and any other related legislation.

Hedge Agreement             The Interest Rate Swap Agreement or the Currency Swap


                                            151
                      Agreement.

Hedge Provider        An Interest Rate Swap Provider or a Currency Swap Provider.

HLIC                  This is defined in Section 8.2.

Housing Loan          These are described in Section 6.1.1.
Documents

Housing Loan Pool     The pool of Housing Loans to be assigned to the Issuer Trustee
                      with effect from the Cut-Off Date as specified in the Letter of
                      Offer.

Housing Loan Rights   These are described in Section 6.1.

Housing Loans         The housing loans forming part of the Housing Loan Pool
                      assigned, or to be assigned, to the Issuer Trustee.



Income Unit           This is described in Section 10.1.1.

Income Unitholder     The holder of the Income Unit.

Insolvency Event      In relation to a body corporate (other than the Trustee), the
                      happening of any of the following:

                      (a)        a winding up order is made in respect of the body
                                 corporate;

                      (b)        a liquidator, provisional liquidator, controller (as
                                 defined in the Corporations Act) or administrator is
                                 appointed in respect of the body corporate or a
                                 substantial portion of its assets;

                      (c)       except to reconstruct or amalgamate on terms
                                reasonably approved by the Issuer Trustee (or in the
                                case of a reconstruction or amalgamation by the
                                Security Trustee, reasonably approved by the Trust
                                Manager), the body corporate enters into, or resolves to
                                enter into, a scheme of arrangement, deed of company
                                arrangement or composition with, or assignment for the
                                benefit of, all or any class of its creditors;

                      (d)        the body corporate resolves to wind itself up, or
                                 otherwise dissolve itself, or gives notice of intention to
                                 do so, except to reconstruct or amalgamate on terms
                                 reasonably approved by the Issuer Trustee or in the case
                                 of the Security Trustee, by the Trust Manager or is
                                 otherwise wound up or dissolved;

                      (e)        the body corporate is or states that it is insolvent;

                      (f)        as a result of the operation of section 459F(1) of the
                                 Corporations Act, the body corporate is taken to have
                                 failed to comply with a statutory demand;

                      (g)        the body corporate takes any step to obtain protection or
                                 is granted protection from its creditors, under any
                                 applicable legislation;


                                      152
(h)      any writ of execution, attachment, distress or similar
         process is made, levied or issued against or in relation to
         a substantial portion of the body corporate's assets and is
         not satisfied or withdrawn or contested in good faith by
         the body corporate within 21 days; or

(i)      anything analogous or having a substantially similar
         effect to any of the events specified above happens
         under the law of any applicable jurisdiction.

In relation to the Issuer Trustee, means each of the following
events:

(a)      an application is made to a court (which application is
         not dismissed or stayed on appeal within 30 days) for an
         order or an order is made that the Issuer Trustee be
         wound up or dissolved;

(b)      an application is made to a court for an order appointing
         a liquidator, provisional liquidator, a receiver or receiver
         and manager in respect of the Issuer Trustee (which
         application is not dismissed or stayed on appeal within
         30 days), or one of them is appointed, whether or not
         under an order;

(c)      except on terms approved by the Security Trustee, the
         Issuer Trustee enters into, or resolves to enter into, a
         scheme of arrangement, deed of company arrangement
         or composition with, or assignment for the benefit of, all
         or any class of its creditors, or it proposes a
         reorganisation, moratorium or other administration
         involving any of them;

(d)      the Issuer Trustee resolves to wind itself up, or
         otherwise dissolve itself, or gives notice of intention to
         do so, except to reconstruct or amalgamate while solvent
         on terms approved by the Security Trustee or is
         otherwise wound up or dissolved;

(e)      the Issuer Trustee is or states that it is unable to pay its
         debts when they fall due;

(f)      as a result of the operation of Section 459F(1) of the
         Corporations Act, the Issuer Trustee is taken to have
         failed to comply with a statutory demand;

(g)      the Issuer Trustee is or makes a statement from which it
         may be reasonably deduced by the Security Trustee that
         the Issuer Trustee is, the subject of an event described in
         Section 459C(2)(b) or Section 585 of the Corporations
         Act;

(h)      the Issuer Trustee takes any step to obtain protection or
         is granted protection from its creditors, under any
         applicable legislation or an administrator is appointed to
         the Issuer Trustee or the board of directors of the Issuer
         Trustee propose to appoint an administrator to the Issuer
         Trustee or the Issuer Trustee becomes aware that a
         person who is entitled to enforce a charge on the whole
         or substantially the whole of the Issuer Trustee’s
         property proposes to appoint an administrator to the


              153
                                Issuer Trustee; and

                      (i)       anything analogous or having a substantially similar
                                effect to any of the events specified above happens
                                under the law of any applicable jurisdiction.

Interest              This is described in Section 1.4

Interest Coupon       This is described in Condition 4.1 of the Euro Note Conditions in
                      Section 2.1.

Interest Off-Set      This means at any time a deposit account maintained by a
Accounts              Mortgagor of a Housing Loan with the Seller under which interest
                      that would otherwise be earned in respect of the account is off-set
                      (to the extent thereof) against interest that would otherwise be
                      payable on the Housing Loan then forming part of the Assets of the
                      Series Trust which is provided by the Seller to the Mortgagor.

Interest Period       This is described in Condition 6.2 of the Euro Note Conditions in
                      the case of Class A-1 Notes and in Section 2.3.3 in the case of the
                      Domestic Notes.

Interest Rate         This is described in Condition 6.3 of the Euro Note Conditions in
                      the case of Class A-1 Notes and Section 2.3.4 in the case of the
                      Domestic Notes.

Interest Rate Swap    These are described in Section 9.1.1.
Agreement

Interest Rate Swap    Any entity described in Section 9.1.1 as an Interest Rate Swap
Provider              Provider and includes any other party to an Interest Rate Swap
                      Agreement other than the Issuer Trustee and the Trust Manager.

Invested Amount       In relation to a Note, means the initial face value of that Note less
                      the aggregate amounts of payments previously made on account of
                      principal in relation to that Note.

Investor Revenues     This has the meaning given to it in Section 7.4.1.

Investors             The Noteholders and Unitholders of the Series Trust or, where
                      relevant, the noteholders and beneficiaries of the other trusts
                      constituted under the Master Trust Deed.

Issue Date            In relation to a Note, means the day on which the Note is issued by
                      the Issuer Trustee as trustee of the TORRENS Series 2006-1(E)
                      Trust.

Issuer Trustee        The initial Issuer Trustee is Perpetual Trustee Company Limited
                      ABN 42 000 001 007. If Perpetual Trustee Company Limited
                      ABN 42 000 001 007 is removed or retires as Issuer Trustee, the
                      expression includes any substitute trustee appointed in its place
                      and the Trust Manager whilst acting as Issuer Trustee.

Joint Lead Managers   This means ABN AMRO N.V., London Branch, ABN AMRO
                      Australia and Deutsche Bank AG., London Branch and Deutsche
                      Bank Sydney.

Letter of Offer       This is described in Section 6.1.3.




                                      154
Lighthouse Master Trust    The deed entitled "Master Trust Deed LIGHTHOUSE Mortgage
Deed                       Trusts" dated 10 June 1999 between AB Management Pty. Ltd.,
                           ABN 75 070 500 855, and Perpetual Trustees Victoria Limited
                           ABN 47 004 027 258, as amended from time to time.

Linked Account             Any Interest Off-Set Account or any other deposit account with the
                           Seller, the establishment of which was a condition precedent to the
                           provision by the Seller of a Housing Loan.

Liquidity Facility         The liquidity facility described in Section 9.3.

Liquidity Facility         This is described in Section 14.
Agreement

Liquidity Facility Limit   This is described in Section 9.3.3.

Liquidity Facility         ABN AMRO Australia
Provider

LMI                        This is defined in Section 8.2.

LVR                        In relation to a Housing Loan and the land the subject of the
                           mortgage securing the Housing Loan means at any given time the
                           amount of the Housing Loan then outstanding or if the Housing
                           Loan has not been made at that time, the amount of the then
                           proposed Housing Loan expressed as a percentage of the aggregate
                           value of the Land subject to the mortgage then recorded in the
                           Seller's records, in accordance with the Servicing Standards, as
                           securing the Housing Loan or where the making of the Housing
                           Loan predates the Servicing Standards, the aggregate value of the
                           Land subject to the mortgage then appearing in the Seller's records
                           as securing the Housing Loan.

Management Fee             This is described in Section 10.4.5.

Margin                     The applicable margin for the Class A-1 Notes is described in
                           Condition 6.3 of the Euro Note Conditions in Section 2.1. The
                           applicable margins for the Domestic Notes are described in Section
                           2.3.4.

Master Trust Deed          The Master Trust Deed described in Section 14.

Maturity Date              This is described in Section 1.3.

Monthly Period             A period of approximately 1 calendar month. The first Monthly
                           Period commences on (and includes) the Cut-Off Date and ends on
                           (and includes) the last day of the calendar month after the calendar
                           month in which the Cut-Off Date occurs. Each subsequent
                           Monthly Period commences on (and includes) the first day after
                           the last day of the previous Monthly Period and ends on (and
                           includes) the last day of the calendar month following the calendar
                           month in which the previous Monthly Period ended. The final
                           Monthly Period is the Monthly Period ending on (but excludes) the
                           Termination Payment Date.

Moody's                    Moody's Investor Service, Inc.



Mortgagor                  In relation to a Housing Loan, the person or persons to whom
                           financial accommodation has been provided under the relevant

                                           155
                          Housing Loan.

Mortgagor Break Costs     Any costs payable by a mortgagor upon and solely in respect of the
                          early termination of a given fixed interest rate relating to all or part
                          of a Housing Loan prior to the scheduled termination of that fixed
                          interest rate.

Mortgage Insurance        These are described in Section 8.
Policies

Mortgage Insurer          PMI and GEMI.

Mortgagor Break           Any benefits payable to a mortgagor under the terms of a Housing
Benefits                  Loan or as required by law upon and solely in respect of the early
                          termination of a given fixed interest rate relating to all or part of
                          that Housing Loan prior to the scheduled termination of that fixed
                          interest rate.

National                  This is defined in Section 9.2.2.

Net Collections           This is described in Section 7.5.1.

Net Liquidity Shortfall   This is described in Section 7.4.3.

Note Certificate          This is described in Section 2.3.12.

Note Factor               At any time and in relation to any Class of Notes, the Stated
                          Amount of that Class of Notes on the last day of the just ended
                          Monthly Period expressed as a percentage of the Stated Amount of
                          that Class of Notes at the Closing Date.

Note Interest             The second TARGET Settlement Day before the beginning of the
Determination Date        Interest Period in relation to the Class A-1 Notes.

Notes                     The Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the
                          Redraw Notes and the Domestic Notes, as the context requires.

Note Transfer             A transfer and acceptance form for the transfer of a Note in an
                          approved form.

Noteholders               A Class A-1 Noteholder, a Class A-2 Noteholder, A Class B
                          Noteholder, a Redraw Noteholder or any or all of them.

Novation Date             This is described in Section 9.1.4.

Official List             The official list of the Australian Stock Exchange.

Offshore Associate        Means an associate (as defined in section 128F(9) of the Tax Act)
                          of the Issuer Trustee or Adelaide Bank, that is either:

                          (a)      a non resident of Australia that does not acquire the Notes
                                   or an interest in the Notes in carrying on a business in
                                   Australia at or through a permanent establishment of the
                                   associate in Australia; or

                          (b)      a resident of Australia that acquires the Notes or an
                                   interest in the Notes in carrying on a business in a country
                                   outside Australia at or through a permanent establishment
                                   of the associate in that country.



                                          156
Other Loans                 All loans, credit and financial accommodation (other than a
                            Housing Loan) secured by a mortgage which also secures a
                            Housing Loan.

Outstanding Prepayment      The amount standing to the credit of the Collections Account
Amount                      which represents prepayments of Collections by the Servicer.

Paying Agents               This means each person from time to time appointed under the
                            Agency Agreement as a paying agent including the Principal
                            Paying Agent.

Penalty Payments            Any:

                            (a)       civil or criminal penalty incurred by the Issuer Trustee
                                      under the Consumer Credit Code or section 11B of the
                                      Land Title Act 1994 (Qld);

                            (b)       money ordered to be paid by the Issuer Trustee in
                                      relation to any claim against the Issuer Trustee under the
                                      Consumer Credit Code or section 11B of the Land Title
                                      Act 1994 (Qld); or

                            (c)       payment by the Issuer Trustee, with the consent of the
                                      Servicer, in settlement of a liability or alleged liability
                                      under the Consumer Credit Code or section 11B of the
                                      Land Title Act 1994 (Qld),

                            and includes any legal costs and expenses incurred by the Issuer
                            Trustee or which the Issuer Trustee is ordered to pay (in each case
                            charged at the usual commercial rates of the relevant legal services
                            provider) in connection with (a) to (c) above.

Perfection of Title Event   This is described in Section 10.2.1.

Performing Loans            At any time the aggregate of the following:
Amount
                            (a)       the principal amount outstanding under Housing Loans
                                      forming part of the Assets of the Series Trust which are
                                      then not in arrears or are less than 90 days in arrears;
                                      and

                            (b)       the principal amount outstanding under Housing Loans
                                      forming part of the Assets of the Series Trust which are
                                      then 90 or more days in arrears and which were insured
                                      under a Mortgage Insurance Policy at the Closing Date.

Permanent Global Note       This is described in Section 2.2.

PMI                         PMI Mortgage Insurance Ltd ABN 70 000 511 071.

Prescribed Period           The period of 120 days (including the last day of the period)
                            commencing on the Closing Date specified in the Letter of Offer
                            for a Housing Loan.

Prescribed Ratings          These are described in Section 9.1.2.

Pricing Date                This is described in Section 1.3.

Principal Amount            This is described in Condition 7.8 of the Euro Note Conditions in
                            Section 2.1.


                                            157
Principal Collections    This is described in Section 7.5.1.

Principal Coupons        This is described in Condition 4.1 of the Euro Note Conditions in
                         Section 2.1.

Principal Draw           This is described in Section 7.4.2.

Principal Paying Agent   Citibank, N.A., London Branch.

Privacy Act              The Privacy Act, 1988 (Commonwealth).

Prospectus Directive     Directive 2003/71/EC of the European Parliament and the Council
                         of 4 November 2003.

Quarterly Distribution   The 14th day of December, March, June and September in each
Date                     year (or if such a day is not a Business Day, the next Business
                         Day). The first Quarterly Distribution Date is 14 December 2006.



Ratings Affirmation      A written notice from a Ratings Agency confirming that a
Notice                   particular event or circumstance will not result in a reduction,
                         qualification or withdrawal of the ratings then assigned by that
                         Ratings Agency to the Notes.

Ratings Agencies         This means S&P, Fitch Ratings and Moody's.

Recoveries               Amounts recovered in respect of the principal of a Housing Loan
                         that was part (or the whole) of a Defaulted Amount.

Redraw                   A Further Advance made by the Seller in respect of a Housing
                         Loan which does not result in the Scheduled Balance of that
                         Housing Loan being exceeded by more than 1 schedule monthly
                         instalment.

Redraw Facility          This is described in Section 9.4.

Redraw Facility          This is described in Section 14.
Agreement

Redraw Facility Limit    This is described in Section 9.4.3.

Redraw Facility          Adelaide Bank.
Provider

Redraw Note              This is described in Section 7.5.3.

Redraw Note Amount       This is described in Section 7.5.3.

Redraw Noteholder        The registered holder of a Redraw Note.

Redraw Principal         The aggregate of all advances made under the Redraw Facility less
Outstanding              the aggregate of the repayments of principal in respect of the
                         Redraw Facility previously made to the Redraw Facility Provider
                         on account of principal.

Redraw Shortfall         This is described in Sections 7.5.1 and 9.4.4.

Register                 This is described in Section 2.3.11.




                                          158
Related Body Corporate   A related body corporate as defined in section 9 of the
                         Corporations Act.

Relevant Date            This is described in Condition 8.10 of the Euro Note Conditions in
                         Section 2.1.

Relevant Investor        This is described in Section 10.9.1.

Relevant Parties         Each of the Trust Manager, the Seller, the Servicer, the Liquidity
                         Facility Provider, the Redraw Facility Provider, each Hedge
                         Provider, the Standby Swap Provider, the Standby Guarantor, the
                         Agent Bank, each Paying Agent and the Euro Note Trustee.

Residential Property     Property that is zoned for residential use by the relevant local
                         council.

Resolution               In respect if the Class A-1 Noteholders means a resolution passed
                         at a meeting of the Class A-1 Noteholders convened and held in
                         accordance with the Euro Note Trust Deed by a majority consisting
                         of not less than 1 vote over 50 per cent. of the votes cast thereat.

Retail Client            This has the same meaning as in section 761G of the Australian
                         Corporations Act

Revocation Date          This is described in Section 9.6.4.

S&P                      Standard & Poor's (Australia) Pty Ltd ABN 62 007 324 852.

Scheduled Balance        In respect of a Housing Loan, the amount that would be owing on
                         that Housing Loan if the Housing Loan had been drawn down in
                         full and the borrower had made prior to the date of determination
                         the minimum payments required on the Housing Loan.

Secured Creditors        These are described in Section 9.5.1.

Secured Moneys           This has the meaning ascribed to in the Security Trust Deed.

Securities Act           The United States Securities Act of 1933, as amended

Security Trust           The trust created by the Security Trust Deed.

Security Trust Deed      This is described in Section 14.

Security Trustee         P.T. Limited ABN 67 004 454 666.

Seller                   Adelaide Bank Limited ABN 54 061 461 550.

Senior Note              A Class A-1 Note, Class A-2 Note or a Redraw Note.

Series Supplement        This is described in Section 14.

Series Trust             The trust known as the TORRENS Series 2006-1(E) Trust.

Series Trust Expenses    This is described in Section 7.4.6.

Servicer                 The initial Servicer is Adelaide Bank. If Adelaide Bank is
                         removed or retires as Servicer, this expression includes any
                         substitute Servicer appointed in its place and the Issuer Trustee
                         whilst it is acting as Servicer.



                                         159
Servicer Default         This is described in Section 10.5.4.

Servicing Fee            This is described in Section 10.5.3.

Servicing Guidelines     The written guidelines, policies and procedures established by the
                         Seller for servicing Housing Loans.

Servicing Standards      The standards and practices set out in the Servicing Guidelines, or
                         where a servicing function is not covered by the Servicing
                         Guidelines, the standards of practice of a prudent lender in the
                         business of making retail home loans.

Settlement Statement     The statement prepared on each Determination Date by the Trust
                         Manager in the form agreed between the Trust Manager and the
                         Issuer Trustee.

Stabilising Manager      Any of the Joint Lead Managers (or persons acting on its behalf).

Standby Guarantee        This is described in Section 9.6.

Standby Guarantor        ABN AMRO.

Standby Swap Provider    Deutsche Bank.

Stated Amount            The initial face value of a Note or a class of Notes less the sum of:

                         (a)       the aggregate payments previously made on account of
                                   principal to the Noteholder or Noteholders (as the case
                                   may be) of that Note or class of Note; and

                         (b)       the aggregate amount of unreimbursed Charge-Offs
                                   against that Note or class of Note.

Statutory Authority      This is defined in Section 8.2.

Subscription Agreement   A Subscription Agreement to be dated on or about 16 October
                         2006 between the Issuer Trustee, Adelaide Bank, the Trust
                         Manager, ABN AMRO Bank, N.V., London Branch and Deutsche
                         Bank AG., London Branch.

Support Facility         The Mortgage Insurance Policies, the Interest Rate Swap
                         Agreement, the Currency Swap Agreement, the Liquidity Facility,
                         the Standby Guarantee and the Redraw Facility.

Talons                   This is described in Condition 4.1 of the Euro Note Conditions set
                         out in Section 2.1.

TARGET                   Trans-European Automated Real-Time Gross Settlement Express
                         Transfer system.

TARGET Settlement        This means any day on which TARGET is open.
Day

Temporary Global Note    This is described in Section 2.2.

Termination Date         This is described in Section 10.6.1.

Termination Payment      The Distribution Date declared by the Issuer Trustee to be the
Date                     Termination Payment Date of the Series Trust.



                                         160
Threshold Mortgage        This is described in Section 1.7.
Rate

TORRENS programme         This is described in Section 1.1.

Total Expenses            This is described in Section 7.4.5.

Total Investor Revenues   This is described in Section 7.4.5.

Total Principal           These are described in Section 7.5.1.
Collections

Total Stated Amount       The aggregate at any given time of the aggregate of the Stated
                          Amounts of the Domestic Notes, the then Adjusted Stated Amount
                          of the Class A-1 Notes and the Redraw Principal Outstanding.

Transaction Documents     The documents described in Section 14 and any other document
                          agreed by the Trust Manager and the Issuer Trustee to be a
                          Transaction Document or specified in the Series Supplement as a
                          Transaction Document.

Transfer Date             The day which is 1 Business Day prior to each Distribution Date.

Transfer Proposal         A transfer proposal issued under clause 12.2 of the Lighthouse
                          Master Trust Deed.

Trust Manager             The initial Trust Manager of the Series Trust is AB Management
                          Pty. Ltd. If AB Management Pty. Ltd. Is removed or retires as
                          Trust Manager, this expression includes any substitute Trust
                          Manager appointed in its place and the Issuer Trustee whilst it is
                          acting as Trust Manager.

Trust Manager Default     This is described in Section 10.4.6.

Trustee Default           This is described in Section 10.3.7.

Trustee Fee               The monthly fee payable to the Issuer Trustee for its trustee
                          services. This is described in Section 10.3.6.

Unit                      A Capital Unit or the Income Unit in the Series Trust.

Unitholder                At any time means the person then appearing in the Register as the
                          holder of a Unit in the Series Trust.

Unpaid Interest Amount    This is described in Condition 6.10 of the Euro Note Conditions in
                          Section 2.1.

Variable Finance          These are described in Section 9.1.2.
Charges

Voting Secured            For so long as the Secured Moneys of the Noteholders are 75 per
Creditors                 cent. or more of the total Secured Moneys (the Secured Moneys
                          under the Class A-1 Notes being converted from Euro to A$ at the
                          prevailing exchange rate on the Business Day prior to the
                          applicable determination):

                          (a)         if any Senior Note then remains outstanding:

                                       (i)         the Euro Note Trustee (or, if the Euro
                                                   Note Trustee has become bound to take
                                                   steps or to proceed under the Euro Note

                                             161
                                            Trust Deed and fails to do so within a
                                            reasonable time and such failure is
                                            continuing, the Class A-1 Noteholders) in
                                            respect of the outstanding Class A-1
                                            Notes;

                                (ii)        the Noteholders in respect of         the
                                            outstanding Class A-2 Notes; and

                                (iii)       the Redraw Noteholders in respect of any
                                            outstanding Redraw Notes; or

                   (b)         if no Senior Notes remains outstanding, the Class B
                               Noteholders; and

                   for so long as the Secured Moneys of the Noteholders are less than
                   75 per cent. of total Secured Moneys::

                   (c)         each Domestic Noteholder;

                   (d)         the Euro Note Trustee in respect of Secured Moneys
                               owing to the Class A-1 Noteholders (or, if the Euro
                               Note Trustee has become bound to take steps or to
                               proceed under the Euro Note Trust Deed and fails to
                               do so within a reasonable time and such failure is
                               continuing, the Class A-1 Noteholders); and

                   (e)         each other then Secured Creditor (other than a
                               Domestic Noteholder or a Class A-1 Noteholder but
                               including the Euro Note Trustee in respect of Secured
                               Moneys owing to it in its personal capacity).

Waived Mortgagor   The Mortgagor Break Costs that the Servicer is or was entitled to
Break Costs        charge in respect of the Housing Loans but has not charged.

WAL                This is defined in Section 7.8.




                                   162
ANNEXURE - DETAILS OF THE HOUSING LOANS POOL

The following tables summarise the Housing Loans Pool as at the Cut-Off Date. Further information regarding the
Housing Loans and Adelaide Bank's housing loan business is contained in Section 6. All amounts are expressed in
Australian dollars. Note that because of rounding some columns may not add up to 100%.



     Housing Loans Pool Overview

     Number of Housing Loans:                                                              9,207
     Housing Loan Pool Size:                                                    $1,499,999,999.60
     Average Housing Loan Balance:                                                      $162.920
     Maximum Housing Loan Balance:                                                      $997,320
     Minimum Housing Loan Balance:                                                        $1,027
     Total Valuation of Properties:                                                $2,726,732,723
     Maximum Remaining Term to Maturity in Months:                                           358
     Weighted Average Remaining Term to Maturity in Months:                                  315
     Weighted Average Seasoning in Months:                                                    19
     Weighted Average Current Loan-to-Value Ratio:                                        68.80%
     Maximum Current Loan-to-Value Ratio:                                                 94.00%
     Fully Verified Loans                                                                  100%




                                                        163
Table 1
Pool Profile by Geographic Distribution

                Number
                         Total Security      Total Loan        Weighted         Average        % by Loan
 Region            of
                           Valuation          Balance         Average LVR     Loan Balance      Balance
                Accounts
 South
 Australia
 Metro             3,571      $930,536,730     $472,428,470          64.95%         $132,296        31.5%
 Non Metro           528      $129,444,360      $69,291,684          66.54%         $131,234         4.6%
 Subtotal          4,099    $1,059,981,090     $541,720,154          65.16%         $132,159        36.1%

 New South
 Wales
 Metro             1,474      $633,567,967     $355,762,022          70.12%         $241,358        23.7%
 Non Metro           344      $103,152,950      $60,138,890          71.85%         $174,822         4.0%
 Subtotal          1,818      $736,720,917     $415,900,912          70.37%         $228,768        27.7%


 Victoria
 Metro               868      $249,408,440     $149,263,397          71.61%         $171,962        10.0%
 Non Metro            98       $21,788,000      $15,437,129          76.32%         $157,522         1.0%
 Subtotal            966      $271,196,440     $164,700,526          72.05%         $170,497        11.0%


 Queensland
 Metro               747      $220,325,055     $127,845,604          72.33%         $171,145         8.5%
 Non Metro           679      $190,450,029     $122,562,042          73.65%         $180,504         8.2%
 Subtotal          1,426      $410,775,084     $250,407,646          72.97%         $175,601        16.7%

 Western
 Australia
 Metro               752      $219,504,192     $111,457,065          65.91%         $148,214         7.4%
 Non Metro            48       $11,122,000       $5,340,045          70.78%         $111,251         0.4%
 Subtotal            800      $230,626,192     $116,797,110          66.13%         $145,996         7.8%

 Northern
 Territory
 Metro                10        $2,052,500       $1,247,169          73.19%         $124,717         0.1%
 Non Metro             3         $675,000         $297,052           51.58%          $99,017         0.0%
 Subtotal             13        $2,727,500       $1,544,222          69.03%         $118,786         0.1%


 Tasmania
 Metro                39        $6,009,500       $3,678,373          76.39%          $94,317         0.2%
 Non Metro            46        $8,696,000       $5,251,058          72.08%         $114,153         0.4%
 Subtotal             85       $14,705,500       $8,929,431          73.86%         $105,052         0.6%
 Subtotal
 Metro             7,461    $2,261,404,384   $1,221,682,100         68.17%          $163,742        81.4%
 Subtotal Non
 Metro             1,746      $465,328,339     $278,317,900         71.53%          $159,403        18.6%
 Total             9,207    $2,726,732,723   $1,500,000,000         68.80%          $162,920       100.0%




                                                 164
Table 2
Pool Profile by Balance Outstanding

                   Number
      Current           of   Total Security      Total Loan       Weighted       Average    % by Loan
 Loan Balance     Accounts       Valuation          Balance    Average LVR   Loan Balance     Balance
 $0 to $50,000       1,576    $280,200,595      $42,950,553         42.57%        $27,253        2.9%
 $50,000.01 to
 $100,000            1,746    $384,607,470     $132,030,565         52.64%        $75,619        8.8%
 $100,000.01 to
 $150,000            1,547    $389,073,180     $194,556,701         60.88%       $125,764       13.0%
 $150,000.01 to
 $200,000            1,492    $433,903,904     $262,036,461         68.41%       $175,628       17.5%
 $200,000.01 to
 $250,000            1,114    $369,672,696     $249,706,333         72.88%       $224,153       16.6%
 $250,000.01 to
 $300,000             747     $291,007,319     $204,594,826         74.66%       $273,889       13.6%
 $300,000.01 to
 $350,000             371     $169,526,909     $119,800,917         75.33%       $322,914        8.0%
 $350,000.01 to
 $400,000             227     $122,471,900      $85,075,534         74.68%       $374,782        5.7%
 $400,000.01 to
 $450,000             121      $72,478,400      $51,543,760         75.92%       $425,981        3.4%
 $450,000.01 to
 $500,000              76      $50,936,250      $36,021,320         73.65%       $473,965        2.4%
 $500,000.01 to
 $550,000              52      $37,984,500      $27,152,273         78.01%       $522,159        1.8%
 $550,000.01 to
 $600,000              45      $35,207,500      $25,911,933         77.77%       $575,821        1.7%
 $600,000.01 to
 $650,000              25      $21,346,000      $15,617,454         72.51%       $624,698        1.0%
 $650,000.01 to
 $700,000              20      $16,856,100      $13,500,839         73.27%       $675,042        0.9%
 $700,000.01 to
 $750,000              17      $17,587,000      $12,390,174         78.82%       $728,834        0.8%
 $750,000.01 to
 $800,000               7       $6,066,000       $5,356,408         75.10%       $765,201        0.4%
 $800,000.01 to
 $850,000               7       $7,410,000       $5,817,336         78.01%       $831,048        0.4%
 $850,000.01 to
 $900,000               5       $5,822,000       $4,390,174         65.91%       $878,035        0.3%
 $900,000.01 to
 $950,000               5       $6,355,000       $4,690,297         74.59%       $938,059        0.3%
 $950,000.01 to
 $1,000,000             7       $8,220,000       $6,856,142         73.39%       $979,449        0.5%

          Total      9,207   $2,726,732,723   $1,500,000,000       68.80%        $162,920     100.0%




                                               165
Table 3
Pool Profile by Loan To Value Ratio (LVR)


               Number
Current LVR    of         Total Security   Total Loan        Weighted      Average        % by Loan
(%)            Accounts   Valuation        Balance           Average LVR   Loan Balance   Balance

0 to 10             274     $82,182,775        $4,881,373          7.03%        $17,815         0.3%

11 to 15            175     $47,440,000        $6,326,350         13.27%        $36,151         0.4%

16 to 20            209     $66,469,750       $11,526,241         17.98%        $55,149         0.8%

21 to 25            205     $59,777,909       $12,858,478         23.15%        $62,724         0.9%

26 to 30            246     $75,388,000       $19,700,018         28.26%        $80,081         1.3%

31 to 35            322     $99,243,350       $31,126,540         33.06%        $96,666         2.1%

36 to 40            365    $108,792,510       $37,181,293         38.07%       $101,867         2.5%

41 to 45            425    $128,791,892       $49,137,902         43.13%       $115,619         3.3%

46 to 50            475    $144,486,580       $61,965,839         48.11%       $130,454         4.1%

51 to 55            479    $144,369,590       $68,797,437         53.06%       $143,627         4.6%

56 to 60            570    $169,434,900       $83,870,072         58.14%       $147,140         5.6%

61 to 65            626    $172,646,660       $96,817,210         63.11%       $154,660         6.5%

66 to 70            765    $219,180,894      $136,272,144         68.11%       $178,134         9.1%

71 to 75          1,012    $283,976,571      $182,830,037         73.18%       $180,662        12.2%

76 to 80          1,881    $599,985,601      $427,617,773         78.26%       $227,335        28.5%

81 to 85            236     $66,403,441       $49,541,319         83.18%       $209,921         3.3%

86 to 90            760    $208,625,000      $175,167,450         88.40%       $230,483        11.7%

91 to 95            182     $49,537,300       $44,382,526         92.47%       $243,860         3.0%

Total             9,207   $2,726,732,723    $1,500,000,000        68.80%       $162,920       100.0%




                                                  166
Table 4
Pool Profile by Year of Maturity

            Number
 Maturity                  Total Security     Total Loan       Weighted      Average        % by Loan
            of
 Year                      Valuation          Balance          Average LVR   Loan Balance   Balance
            Accounts

 2008                  5           $848,000         $32,886         17.26%         $6,577        0.0%

 2009                  7         $1,685,000        $175,246         11.89%        $25,035        0.0%

 2010                  5         $1,512,000        $145,536         33.93%        $29,107        0.0%

 2011                  3           $508,000         $68,985         59.24%        $22,995        0.0%

 2012               10           $1,815,500        $231,184         32.48%        $23,118        0.0%

 2013               16           $2,605,000        $434,491         35.11%        $27,156        0.0%

 2014               21           $3,890,050        $623,996         42.08%        $29,714        0.0%

 2015               26           $7,976,000      $1,681,915         35.94%        $64,689        0.1%

 2016               15           $2,747,000        $599,390         37.11%        $39,959        0.0%

 2017               25           $6,285,000      $1,038,240         40.09%        $41,530        0.1%

 2018               29           $3,746,000        $996,178         39.42%        $34,351        0.1%

 2019               45           $7,476,500      $2,314,890         47.67%        $51,442        0.2%

 2020               22           $7,709,000      $2,314,803         45.64%       $105,218        0.2%

 2021               21           $4,903,000      $1,484,788         41.56%        $70,704        0.1%

 2022              114          $23,590,250      $6,737,964         52.75%        $59,105        0.4%

 2023              259          $57,905,150     $18,542,764         55.55%        $71,594        1.2%

 2024              517         $119,622,780     $36,013,570         54.79%        $69,659        2.4%

 2025              107          $26,633,500      $8,649,649         48.30%        $80,838        0.6%

 2026              121          $33,335,100     $10,381,156         54.21%        $85,795        0.7%

 2027              194          $41,185,450     $13,491,887         59.34%        $69,546        0.9%

 2028              347          $89,600,604     $36,804,933         64.96%       $106,066        2.5%

 2029              722         $216,408,214    $104,766,766         71.50%       $145,106        7.0%

 2030             1,745        $525,858,500    $321,770,705         69.61%       $184,396       21.5%

 2031              558         $142,740,700     $82,460,561         68.53%       $147,779        5.5%

 2032               73          $16,178,500      $8,275,214         67.71%       $113,359        0.6%

 2033               73          $26,619,300     $13,781,759         67.99%       $188,791        0.9%

 2034              258          $92,451,173     $53,110,095         70.38%       $205,853        3.5%

 2035             2,706        $892,877,471    $534,282,301         69.48%       $197,444       35.6%

 2036             1,163        $368,019,981    $238,788,149         72.31%       $205,321       15.9%

 Total            9,207      $2,726,732,723   $1,500,000,000        68.80%       $162,920      100.0%




                                                    167
Table 5
Pool Profile by Property Ownership Type


 Loan           Number            Total Security      Total Loan        Weighted       Average           % by Loan
 Purpose        of Accounts       Valuation           Balance           Average LVR    Loan Balance      Balance

 Owner
 Occupied             6,754         $1,938,836,733    $1,037,245,314         68.01%          $153,575          69.1%
 Investment           2,453           $787,895,990     $462,754,685          70.56%          $188,648          30.9%


 Total                9,207         $2,726,732,723    $1,500,000,000         68.80%          $162,920         100.0%


Table 6
Pool Profile by Amortisation

                Number
 Payment                          Total Security      Total Loan        Weighted       Average           % by Loan
                of
 Type                             Valuation           Balance           Average LVR    Loan Balance      Balance
                Accounts
 Principal
 & Interest          6,087          $1,791,497,935     $955,985,812          67.31%          $157,054          63.7%
 Interest
 Only                3,120            $935,234,788     $544,014,188          51.05%          $174,364          36.3%

 Total               9,207          $2,726,732,723    $1,500,000,000         68.80%          $162,920        100.0%


Table 7
Mortgage Insurer Distribution

                  Number
 Insurer                            Total Security    Total Loan         Weighted        Average           % by Loan
                  of
 Name                               Valuation         Balance            Average LVR     Loan Balance      Balance
                  Accounts

 Genworth                  968         $252,582,451      $195,544,418         85.60%          $202,009          13.0%
 Genworth -
 Pool Policy*              692         $160,855,075       $39,108,041         42.98%           $56,515          2.61%
 HLIC                        26          $6,727,200        $1,314,536         57.62%           $50,559           0.1%


 PMI                       802         $198,698,317      $122,890,340         79.86%          $153,230           8.2%
 PMI
 Indemnity                 496         $104,148,332       $39,154,257         60.71%           $78,940           2.6%
 PMI - Pool
 Policy*                6,223        $2,003,721,348    $1,101,988,407         65.67%          $177,083          73.5%
 Total                  9,207        $2,726,732,723    $1,500,000,000         68.80%          $162,920        100.0%

* This refers to housing loans insured when first securitised (by an earlier assignment to Adelaide Bank's LIGHTHOUSE
securitisation programme) or housing loans insured prior to assignment to the Series Trust, in each case, such housing loans
were not insured upon origination.




                                                           168
Table 8
Pool Profile by Timely Payment Cover

                       Number                                                               Average        % by
 Timely Payment                    Total Security       Total Loan       Weighted
                       of                                                                   Loan           Loan
 Cover                             Valuation            Balance          Average LVR
                       Accounts                                                             Balance        Balance

 Loans with TPC           7,783      $2,437,028,393     $1,358,830,810            68.31%        $174,590    90.6%
 Loans     without
 TPC                      1,424       $289,704,330        $141,169,189            73.50%         $99,136     9.4%
 Total                    9,207      $2,726,732,723     $1,500,000,000            68.80%        $162,920   100.0%




Table 9
Pool Profile By Product

                     Number                                            Weighted       Average
                                  Total Security      Total Loan                                      % by Loan
 Loan Type           of                                                Average        Loan
                                  Valuation           Balance                                         Balance
                     Accounts                                          LVR            Balance

       Variable          2,022      $598,480,808       $302,439,906        68.27%          $149,575         20.2%
    Discount To
       Variable            29         $9,464,000         $5,168,320        70.06%          $178,218          0.3%
  Fixed 6 Month             3         $1,525,000         $1,230,815        82.20%          $410,272          0.1%
   Fixed 1 Year           535       $180,156,403       $110,312,424        41.01%          $206,191          7.4%
   Fixed 2 Year           244        $67,498,460        $37,893,653        67.36%          $155,302          2.5%
   Fixed 3 Year          3,113    $1,021,349,820       $611,971,209        70.68%          $196,586         40.8%
   Fixed 4 Year            54        $11,407,500         $6,374,636        65.37%          $118,049          0.4%
   Fixed 5 Year          1,351      $400,226,952       $222,427,361        66.04%          $164,639         14.8%

  Line of Credit
       Variable          1,803      $427,032,780       $199,044,338        65.09%          $110,396         13.3%
     Discount to
       Variable            53         $9,591,000         $3,137,337        51.37%           $59,195          0.2%

          Total          9,207    $2,726,732,723      $1,500,000,000       68.80%          $162,920        100.0%




                                                          169
Table 10
Pool Profile By Current Interest Rate

 Interest        Number
                                Total Security   Total Loan        Weighted       Average         % by Loan
 Rate            of
                                Valuation        Balance           Average LVR    Loan Balance    Balance
 Band            Accounts
 5.01% to
 5.50%                      3       $1,525,000       $1,230,815         82.20%        $410,272         0.1%
 5.51% to
 6.00%                  88        $28,626,800       $15,375,279         69.26%        $174,719         1.0%
 6.01% to
 6.50%                 758       $277,233,591     $170,668,054          72.39%        $225,156        11.4%
 6.51% to
 7.00%                4,057     $1,261,719,615    $736,898,141          68.91%        $181,636        49.1%
 7.01% to
 7.50%                1,374      $436,428,532     $244,682,650          68.94%        $178,081        16.3%
 7.51% to
 8.00%                2,495      $625,091,555     $292,407,510          67.05%        $117,197        19.5%
 8.01% to
 8.50%                 431        $95,797,630       $38,720,631         62.53%         $89,839         2.6%
 8.51% to
 9.00%                      1        $310,000          $16,920          86.00%         $16,920         0.0%

 Total                9,207     $2,726,732,723   $1,500,000,000         68.80%        $162,920      100.00%


Table 11
Pool Profile By Loan Seasoning

                 Number
 Months of                      Total Security   Total Loan        Weighted       Average         % by Loan
                 of
 Seasoning                      Valuation        Balance           Average LVR    Loan Balance    Balance
                 Accounts
        0 to 3
      months           132        $37,482,400       $31,806,965          85.87%        $240,962        2.1%
        4 to 6
      months           914       $276,929,948      $174,094,178          71.21%        $190,475        11.6%
        7 to 9
      months          1,742      $551,878,919      $317,612,436          67.10%        $182,326        21.2%
     10 to 12
      months          1,761      $529,092,758      $316,984,569          68.50%        $180,003        21.1%
     13 to 15
      months          1,101      $356,884,624      $209,702,085          68.28%        $190,465        14.0%
     16 to 18
      months           628       $213,603,206      $130,659,884          72.64%        $208,057        8.7%
     19 to 21
      months           369       $118,881,470       $73,498,568          74.65%        $199,183        4.9%
     22 to 24
      months           206        $75,681,124       $40,947,674          74.45%        $198,775        2.7%
     25 to 30
      months           227        $82,971,950       $41,326,795          71.89%        $182,056        2.8%
     31 to 36
      months           149        $45,578,400       $22,041,321          70.87%        $147,928        1.5%
     37 to 42
      months            85        $29,639,375       $13,753,629          71.14%        $161,807        0.9%
     43 to 48
      months            69        $19,167,500        $8,012,226          67.98%        $116,119        0.5%
     49 to 54
      months            71        $15,952,500        $5,597,000          67.15%         $78,831        0.4%
     55 to 60
      months            65        $16,585,000        $4,898,496          60.24%         $75,361        0.3%
  greater than
   60 months          1,688      $356,403,549      $109,064,174          54.73%         $64,611        7.3%

         Total        9,207     $2,726,732,723    $1,500,000,000         68.80%        $162,920      100.0%



                                                       170
Table 12
Pool Profile By Loan Purpose

                Number
 Loan                      Total Security     Total Loan       Weighted       Average         % by Loan
                of
 Purpose                   Valuation          Balance          Average LVR    Loan Balance    Balance
                Accounts
 Newly
 Erected
 Property            215        $64,139,228     $33,352,701          68.60%       $155,129         2.2%
 Established
 Property          8,807     $2,618,489,995   $1,453,059,232         68.91%       $164,989        96.9%
 Refinance           151        $36,722,500     $11,137,522          55.67%        $73,758         0.7%
 Home
 Equity               34         $7,381,000      $2,450,544          64.28%        $72,075         0.2%
 Total             9,207     $2,726,732,723   $1,500,000,000         68.80%       $162,920       100.0%


Table 13
Pool Profile By Interest Only Term Remaining

                Number
 Years                     Total Security     Total Loan       Weighted       Average         % by Loan
                of
 Remaining                 Valuation          Balance          Average LVR    Loan Balance    Balance
                Accounts
 0 to 12
 months              105        $31,829,500      $15,416,976         67.37%        $146,828        1.0%
 13 to 24
 months              242        $68,913,450      $37,440,498         70.26%        $154,713        2.5%
 25 to 36
 months              235        $70,993,241      $38,169,819         72.69%        $162,425        2.5%
 37 to 48
 months              241        $80,792,030      $49,656,199         72.92%        $206,042        3.3%
 49 to 60
 months              275       $100,999,550      $64,666,958         71.98%        $235,153        4.3%
 61 to 72
 months               57        $16,543,500       $4,367,831         60.67%         $76,629        0.3%
 73 to 84
 months               96        $32,633,235      $14,586,502         70.97%        $151,943        1.0%
 85 to 96
 months              220        $71,734,550      $36,068,749         73.45%        $163,949        2.4%
 97 to 108
 months              744       $218,043,474    $133,553,888          71.35%        $179,508        8.9%
 109 to 120
 months              905       $242,752,258    $150,086,766          70.56%        $165,842       10.0%
 Interest
 Only Sub-
 Total             3,120       $935,234,788    $544,014,188          71.42%        $174,364       36.3%
 Principal
 and interest      6,087     $1,791,497,935    $955,985,812          67.31%        $157,054       63.7%

 Total             9,207     $2,726,732,723   $1,500,000,000         68.80%        $162,920      100.0%




                                                     171
   Table 14
   Pool Profile By Fixed Term Remaining


                  Number
     Years                    Total Security    Total Loan       Weighted       Average        % by Loan
                  of
     Remaining                Valuation         Balance          Average LVR    Loan Balance   Balance
                  Accounts
     0 to 12
     months             858     $266,175,203     $151,261,329          71.30%       $176,295       10.1%
     13 to 24
     months           1,499     $488,412,654     $295,808,068          71.01%       $197,337       19.7%
     25 to 36
     months           1,708     $555,826,326     $330,679,857          70.08%       $193,606       22.0%
     37 to 48
     months             183       $49,489,292     $26,520,104          66.93%       $144,919        1.8%
     49 to 60
     months           1,052     $322,260,660     $185,940,740          66.33%       $176,750       12.4%
     All Fixed
     Sub-Total        5,300    $1,682,164,135    $990,210,098          69.75%       $186,832       66.0%
     Variable         3,907    $1,044,568,588    $509,789,902          66.94%       $130,481       34.0%

     Total            9,207    $2,726,732,723   $1,500,000,000         68.80%       $162,920      100.0%


   Table 15
   Pool Profile By Arrears Days


                  Number
     Days in                  Total Security    Total Loan       Weighted       Average        % by Loan
                  of
     Arrears                  Valuation         Balance          Average LVR    Loan Balance   Balance
                  Accounts

     0                9,064    $2,681,227,323   $1,469,834,680         68.62%       $162,162      97.99%
     1 to 30
     days               143       $45,505,400     $30,165,320          77.24%       $210,946       2.01%

     Total            9,207    $2,726,732,723   $1,500,000,000         68.80%       $162,920      100.0%




Legal\102940290




                                                       172
                                             ISSUER TRUSTEE
                                      Perpetual Trustee Company Limited
                                                    Level 12
                                           Angel Place, 123 Pitt Street
                                              Sydney NSW 2000
                                                   Australia
                                             Tel: + 612 9229 9000

                                           SELLER AND SERVICER
                                             Adelaide Bank Limited
                                                    Level 5
                                                169 Pirie Street
                                               Adelaide SA 5000

                                              TRUST MANAGER
                                            AB Management Pty. Ltd.
                                                c/- Ernst & Young
                                                      Level 6
                                             54 Marcus Clarke Street
                                              Canberra ACT 2600

                            SECURITY TRUSTEE               EURO NOTE TRUSTEE
                                 P.T. Limited              Citicorp Trustee Company
                                    Level 12                        Limited
                           Angel Place, 123 Pitt Street     Citigroup Centre, Canada
                              Sydney NSW 2000                        Square
                                                                  Canary Wharf
                                                                London E14 5LB

                             PRINCIPAL PAYING AGENT AND AGENT BANK

                                         Citibank, N.A., London Branch
                                         Citigroup Centre, Canada Square
                                                  Canary Wharf
                                                 London E14 5LB



                                               LEGAL ADVISERS

                           To Adelaide Bank and the Trust Manager as to Australian Law
                                                  Clayton Utz
                                             No. 1 O'Connell Street
                                              Sydney NSW 2000
                                                    Australia

To Adelaide Bank and the      To the Issuer Trustee, the   To the Euro Note Trustee        To the Joint Lead
  Trust Manager as to          Security Trustee as to           and the Agents           Managers as to English
      English Law                  Australian Law                                                 law
 Simmons & Simmons            Blake Dawson Waldron         Allens Arthur Robinson         Herbert Smith LLP
       CityPoint                  225 George Street        Level 28, Deutsche Bank         Exchange House
   1 Ropemaker Street            Sydney NSW 2000           Place, Corner of Hunter          Primrose Street
   London EC2Y 9SS                    Australia               and Phillip Streets         London EC2A 2HS
    United Kingdom                                            Sydney NSW 2000              United Kingdom
                                                                   Australia

                                         JOINT LEAD MANAGERS

 Deutsche Bank AG,              Deutsche Bank AG,          ABN AMRO Bank N.V.,           ABN AMRO Bank N.V.,
   London Branch                  Sydney Branch               London Branch                Australian Branch
   Winchester House             Deutsche Bank Place           250 Bishopsgate             Level 5, ABN AMRO
 1 Greater Winchester          Level 16, Cnr Hunter &        London EC2M 4AA                     Tower,
        Street                     Phillip Streets            United Kingdom               88-94 Phillip Street
  London EC2N 2DB                Sydney NSW 2000                                           Sydney NSW 2000
   United Kingdom                     Australia                                                 Australia