<PAGE>


                                                           CLAYTON UTZ

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









PERPETUAL TRUSTEE COMPANY LIMITED
ABN 42 001 001 007
Security Trustee

MACQUARIE SECURITISATION LIMITED
ABN 16 003 297 336
Manager

PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86 000 431 827
Issuer Trustee

THE BANK OF NEW YORK, NEW YORK BRANCH
Note Trustee





SECURITY TRUST DEED
PUMA GLOBAL TRUST NO. 3











                                  CLAYTON UTZ
          Levels 23-35 No 1 O'Connell Street Sydney NSW 2000 Australia
            PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
                    Tel + 61 2 9353 4000 Fax + 61 2 9251 7832
                OUR REF - 801/706/21723315 CONTACT - NINIAN LEWIS


            SYDNEY O MELBOURNE O BRISBANE O PERTH O CANBERRA O DARWIN

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




<PAGE>


TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>        <C>                                                                                                 <C>
1...........DEFINITIONS AND INTERPRETATION........................................................................1

            1.1         Definitions...............................................................................1
            1.2         Sub-Fund Notice and Trust Deed definitions................................................7
            1.3         Interpretation............................................................................7
            1.4         Incorporation of annexure.................................................................9
            1.5         Issuer Trustee's capacity................................................................10
            1.6         Determination of outstanding hedge money.................................................10
            1.7         Amounts outstanding......................................................................10
            1.8         Benefit of covenants under this Deed.....................................................10
            1.9         Obligations several......................................................................10
            1.10        Incorporated definitions and other provisions............................................10

2...........THE SECURITY TRUST...................................................................................11

            2.1         Appointment of Security Trustee..........................................................11
            2.2         Declaration of Security Trust............................................................11
            2.3         Duration of Security Trust...............................................................11
            2.4         Benefit of Security Trust................................................................11
            2.5         Interested Persons bound.................................................................11
            2.6         Nature of Rights of Secured Creditors....................................................11
            2.7         Security Trustee bound by terms of option................................................11

3...........PAYMENT OF SECURED MONEYS............................................................................12

            3.1         Covenant in favour of Security Trustee...................................................12
            3.2         Payments to Secured Creditors............................................................12

4...........CHARGE...............................................................................................12

            4.1         The Charge...............................................................................12
            4.2         Floating charge..........................................................................12
            4.3         Ranking of Charge........................................................................12
            4.4         Crystallisation of floating charge.......................................................12
            4.5         Consent to dealings......................................................................12
            4.6         Re-Conversion from fixed into floating charge............................................13
            4.7         Replacement of fixed charge over Charged Property........................................13
            4.8         Subsequent dealing.......................................................................13
            4.9         Limit and prospective liability..........................................................13

5...........REPRESENTATIONS AND WARRANTIES.......................................................................14

            5.1         By the Issuer Trustee....................................................................14
            5.2         By the Manager...........................................................................15
            5.3         By the Security Trustee..................................................................16

6...........ISSUER TRUSTEE'S AND MANAGER'S COVENANTS.............................................................16

            6.1         Covenants in respect of Charged Property.................................................16
            6.2         General covenants........................................................................17
            6.3         Dealing in accordance with Transaction Documents.........................................18
            6.4         Manager undertaking......................................................................18

7...........EVENTS OF DEFAULT....................................................................................18


8...........RIGHTS AND OBLIGATIONS OF THE SECURITY TRUSTEE FOLLOWING EVENT OF DEFAULT............................19

            8.1         Notify Secured Creditors and convene meeting of Voting Secured Creditors.................19
            8.2         Extraordinary Resolutions................................................................20
            8.3         Security Trustee to act in accordance with directions....................................20

                                                                              i.

<PAGE>


<CAPTION>
<S>        <C>                                                                                                 <C>
            8.4         Security Trustee must receive indemnity..................................................21
            8.5         Notice to Issuer Trustee and the Manager.................................................21
            8.6         Manager convenes meeting.................................................................21
            8.7         Notice of Event of Default...............................................................21
            8.8         Notice of action to remedy Event of Default..............................................22

9...........ENFORCEMENT..........................................................................................22

            9.1         Power to deal with and protection of the Charged Property................................22
            9.2         Restrictions on power to enforce.........................................................22
            9.3         No obligation to enforce.................................................................22
            9.4         Limitation on rights of Secured Creditors................................................22
            9.5         Immaterial waivers.......................................................................23
            9.6         Acceleration of Secured Moneys following Event of Default................................23

10..........RECEIVERS - APPOINTMENT AND POWERS...................................................................23

            10.1        Appointment of Receiver..................................................................23
            10.2        Joint Receivers..........................................................................24
            10.3        Remuneration of Receiver.................................................................24
            10.4        Indemnification of Receiver..............................................................24
            10.5        Appointment over part....................................................................24
            10.6        Powers of Receiver.......................................................................24
            10.7        Indemnity................................................................................27

11..........POWERS AND PROTECTIONS FOR SECURITY TRUSTEE AND RECEIVER AND POWER OF ATTORNEY.......................27

            11.1        Security Trustee has powers of Receiver..................................................27
            11.2        Act jointly..............................................................................27
            11.3        No liability for loss....................................................................27
            11.4        No liability to account as mortgagee in possession.......................................27
            11.5        No conflict..............................................................................28
            11.6        Contract involving conflict of duty......................................................28
            11.7        Power of attorney........................................................................28
            11.8        Security Trustee may make good default...................................................29
            11.9        Notice for exercise of powers............................................................29
            11.10       Benefit for Receiver etc.................................................................29

12..........PROTECTION OF PERSONS DEALING WITH SECURITY TRUSTEE OR RECEIVER......................................29

            12.1        No enquiry...............................................................................29
            12.2        Receipts.................................................................................30

13..........APPLICATION OF MONEYS................................................................................30

            13.1        Priority of payments.....................................................................30
            13.2        Moneys received..........................................................................32
            13.3        Application of moneys....................................................................32
            13.4        Investment of funds......................................................................32
            13.5        Conversion into A$ of notes denominated in US$...........................................33
            13.6        Application of Currency Swap Termination Proceeds........................................33
            13.7        Satisfaction of debts....................................................................34

14..........SUPPLEMENTAL SECURITY TRUSTEE PROVISIONS.............................................................34

            14.1        Limitations on powers and duties of Security Trustee.....................................34
            14.2        Limitation on Security Trustee's actions.................................................34
            14.3        Additional powers, protections, etc......................................................34
            14.4        Limitation of liability..................................................................39
            14.5        Dealings with trust......................................................................39
            14.6        Discretion of Security Trustee as to exercise of powers..................................39
            14.7        Delegation of duties of Security Trustee.................................................40

                                                                             ii.

<PAGE>


<CAPTION>
<S>        <C>                                                                                                 <C>
            14.8        Related Body Corporate of the Security Trustee...........................................40

15..........DUTIES OF THE SECURITY TRUSTEE.......................................................................40

            15.1        Duties of the Security Trustee limited to duties in this Deed............................40
            15.2        Security Trustee's further duties........................................................40
            15.3        Security Trustee liable for negligence etc...............................................41
            15.4        No liability for Transaction Documents...................................................41
            15.5        Resolution of conflicts..................................................................41

16..........INDEMNITY BY ISSUER TRUSTEE..........................................................................41

            16.1        Indemnity................................................................................41
            16.2        Extent of Security Trustee's indemnity...................................................42
            16.3        Costs of experts.........................................................................42
            16.4        Non-discharge............................................................................43
            16.5        Retention of lien........................................................................43

17..........MEETINGS OF VOTING SECURED CREDITORS.................................................................43

            17.1        Meetings regulated by the Annexure.......................................................43
            17.2        Limitation on Security Trustee's powers..................................................43

18..........CONTINUING SECURITY AND RELEASES.....................................................................43

            18.1        Liability preserved......................................................................43
            18.2        Issuer Trustee's liability not affected..................................................43
            18.3        Waiver by Issuer Trustee.................................................................44

19..........REMUNERATION AND RETIREMENT OF SECURITY TRUSTEE......................................................44

            19.1        Remuneration.............................................................................44
            19.2        Mandatory retirement of Security Trustee.................................................44
            19.3        Removal by Manager.......................................................................45
            19.4        Security Trustee may retire..............................................................45
            19.5        Appointment of Substitute Security Trustee by Secured Creditors..........................45
            19.6        Release of Security Trustee..............................................................46
            19.7        Vesting of Security Trust Fund in Substitute Security Trustee............................46
            19.8        Substitute Security Trustee to execute deed..............................................46
            19.9        Current Rating Authorities advised.......................................................46
            19.10       Costs of retirement or removal...........................................................47

20..........ASSURANCE............................................................................................47

            20.1        Further assurance........................................................................47
            20.2        Postponement or waiver of Security Interests.............................................47
            20.3        Registration of Charge...................................................................47
            20.4        Caveats..................................................................................48

21..........PAYMENTS.............................................................................................48

            21.1        Moneys repayable as agreed or on demand..................................................48
            21.2        No set-off or deduction..................................................................48

22..........DISCHARGE OF A CHARGE................................................................................48

            22.1        Release..................................................................................48
            22.2        Contingent liabilities...................................................................48
            22.3        Charge reinstated........................................................................49

23..........NOTE TRUSTEE.........................................................................................49

            23.1        Capacity.................................................................................49
            23.2        Exercise of rights.......................................................................49
            23.3        Instructions or directions...............................................................49
            23.4        Payments.................................................................................49

                                                                            iii.

<PAGE>


<CAPTION>
<S>        <C>                                                                                                 <C>
            23.5        Notices..................................................................................49
            23.6        Limitation of Note Trustee's liability...................................................50

24..........AMENDMENT............................................................................................50

            24.1        Amendment by Security Trustee............................................................50
            24.2        Consent required.........................................................................50
            24.3        Consent to Payment Modification in relation to Notes.....................................50
            24.4        No Current Rating Authority downgrade....................................................51
            24.5        Distribution of amendments...............................................................51

25..........EXPENSES AND STAMP DUTIES............................................................................51

            25.1        Expenses.................................................................................51
            25.2        Stamp duties.............................................................................51

26..........GOVERNING LAW AND JURISDICTION.......................................................................52

            26.1        Governing law............................................................................52
            26.2        Jurisdiction.............................................................................52

27..........NOTICES..............................................................................................52

            27.1        Method of delivery.......................................................................52
            27.2        Deemed receipt...........................................................................52

28..........CHARGOR'S LIMITED LIABILITY..........................................................................53

            28.1        Limitation on Issuer Trustee's liability.................................................53
            28.2        Claims against Issuer Trustee............................................................53
            28.3        Breach of Issuer Trustee.................................................................53
            28.4        Acts or omissions........................................................................53
            28.5        No authority.............................................................................54
            28.6        No obligation............................................................................54

29..........MISCELLANEOUS........................................................................................54

            29.1        Assignment by Issuer Trustee.............................................................54
            29.2        Assignment by Manager....................................................................54
            29.3        Assignment by Security Trustee...........................................................54
            29.4        Assignment by Note Trustee...............................................................54
            29.5        Certificate of Security Trustee..........................................................54
            29.6        Continuing obligation....................................................................55
            29.7        Settlement conditional...................................................................55
            29.8        No merger................................................................................55
            29.9        Interest on judgment.....................................................................55
            29.10       No postponement..........................................................................55
            29.11       Severability of provisions...............................................................55
            29.12       Remedies cumulative......................................................................55
            29.13       Waiver...................................................................................55
            29.14       Consents and approvals...................................................................56
            29.15       Written waiver, consent and approval.....................................................56
            29.16       Time of essence..........................................................................56
            29.17       Moratorium legislation...................................................................56
            29.18       Debit accounts...........................................................................56
            29.19       Set-off..................................................................................56
            29.20       Binding on each signatory................................................................57
            29.21       Counterparts.............................................................................57
</TABLE>

                                                                             iv.


<PAGE>


SECURITY TRUST DEED MADE AT SYDNEY ON [   ] 2003

PARTIES                 PERPETUAL TRUSTEE COMPANY LIMITED ABN 42 001 001 007 a
                        company incorporated in Australia and registered in the
                        Australian Capital Territory and having an office at
                        Level 7, 9 Castlereagh Street, Sydney, New South Wales
                        (hereinafter included in the expression the "SECURITY
                        TRUSTEE")

                        MACQUARIE SECURITISATION LIMITED ABN 16 003 297 336 a
                        company incorporated in Australia and registered in New
                        South Wales and having an office at Level 23, 20 Bond
                        Street, Sydney, New South Wales (hereinafter included in
                        the expression the "MANAGER")

                        PERPETUAL TRUSTEES AUSTRALIA LIMITED ABN 86 000 431 827
                        a company incorporated in Australia and registered in
                        Victoria and having an office at Level 7, 9 Castlereagh
                        Street, Sydney, New South Wales in its capacity as
                        trustee of the PUMA Trust (as hereinafter defined) from
                        time to time (hereinafter included in the expression the
                        "ISSUER TRUSTEE")

                        THE BANK OF NEW YORK, NEW YORK BRANCH, a New York
                        banking corporation acting through its New York branch
                        at 101 Barclay Street, 21W, New York, New York 10286
                        (hereinafter included in the expression "NOTE TRUSTEE")

RECITALS

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

B.        The Issuer Trustee is authorised to enter into this Deed to charge the
          assets of the PUMA Trust to secure the payment in full of the Secured
          Moneys to the Secured Creditors of the PUMA Trust.

C.        The Note Trustee has been appointed as trustee under the Note Trust
          Deed to act on behalf of the Class A Noteholders.

D.        The Security Trustee has agreed to act as trustee for the benefit of
          the Secured Creditors of the PUMA Trust on, and subject to, the terms
          and conditions in this Deed.

THIS DEED PROVIDES


--------------------------------------------------------------------------------
1.          DEFINITIONS AND INTERPRETATION

1.1         DEFINITIONS

            In this Deed, unless the context indicates a contrary intention:

            "A$ CLASS B BASIC TERM MODIFICATION" means an alteration, addition
            or amendment to this 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 this Deed, of any amount payable in
                    respect of any principal or interest in respect of the A$
                    Class B Notes;

            (b)     altering the currency in which payments under the A$ Class B
                    Notes are to be made;

                                                                              1.

<PAGE>


            (c)     altering the majority required to pass an Extraordinary
                    Resolution under this Deed; or

            (d)     sanctioning any scheme or proposal for the exchange or sale
                    of the A$ Class B Notes for or the conversion of the A$
                    Class B Notes into or the cancellation of the A$ 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.

            "A$ NOTEHOLDER" means a Noteholder in respect of an A$ Note.

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

            "AUTHORISED OFFICER" means:

            (a)     in relation to the Security Trustee, a director, secretary
                    or any person whose title contains the word or words
                    "manager", "counsel" or "chief executive officer" or a
                    person performing the functions of any of them;

            (b)     in relation to the Issuer Trustee, an Authorised Signatory
                    of the Issuer Trustee for the purposes of the Trust Deed;

            (c)     in relation to the Manager, an Authorised Signatory of the
                    Manager for the purposes of the Trust Deed; and

            (d)     in relation to the Note Trustee, an Authorised Officer of
                    the Note Trustee for the purposes of the Note Trust Deed.

            "CHARGE" means the charge created by this Deed.

            "CHARGE RELEASE DATE" means, subject to clause 22.3, the date the
            Security Trustee releases the Charged Property from the Charge.

            "CHARGED PROPERTY" means all the assets of the PUMA Trust held by
            the Issuer Trustee from time to time as trustee of the PUMA Trust
            and the benefit of all covenants, agreements, undertakings,
            representations, warranties and other choses in action in favour of
            the Issuer Trustee under the Transaction Documents, but does not, at
            the time of the execution and delivery of this Deed, include any of
            the foregoing situated outside the State of New South Wales at that
            time.

            "CLASS A NOTEHOLDER" has the same meaning as in the Note Trust Deed.

            "CURRENCY SWAP TERMINATION PROCEEDS" means the US Dollar proceeds
            (if any) received from a Currency Swap Provider under the Currency
            Swap as a result of the occurrence (if any) of an "Early Termination
            Date" thereunder, and includes any interest earned and credited
            thereon whilst such proceeds are invested in the US Dollar interest
            bearing account referred to in clause 13.6.

            "EVENT OF DEFAULT" has the meaning given to it in clause 7.

            "EXTRAORDINARY RESOLUTION" of the Voting Secured Creditors or a
            class of Voting Secured Creditors, means:

            (a)     a resolution which is passed at a meeting of the then Voting
                    Secured Creditors

                                                                              2.

<PAGE>


                    or, where applicable, a class of Voting Secured Creditors
                    duly convened and held in accordance with the provisions of
                    this Deed (including the Annexure) by a majority consisting
                    of not less than 75% of the votes (determined in accordance
                    with clause 8(d)(i) of the Annexure) of the persons present
                    and voting at the meeting who are then Voting Secured
                    Creditors or Voting Secured Creditors of that class, or
                    representing then Voting Secured Creditors or, if a poll is
                    demanded, by such Voting Secured Creditors, or Voting
                    Secured Creditors of that class, 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

            (b)     a resolution in writing in relation to all Voting Secured
                    Creditors or class of Voting Secured Creditors pursuant to
                    clause 16 of the Annexure.

            "FOREIGN CURRENCY" means a currency other than Australian dollars.

            "HEDGE PROVIDER" means an Interest Rate Swap Provider or a Currency
            Swap Provider.

            "INSOLVENCY EVENT" in relation to a body corporate means any of the
            following events:

            (a)      an order is made that the body corporate be wound up;

            (b)      a liquidator, provisional liquidator, controller (as
                     defined in the Corporations Act, 2001) or administrator
                     is appointed in respect of the body corporate or a
                     substantial portion of its assets whether or not under
                     an order;

            (c)      except to reconstruct or amalgamate on terms reasonably
                     approved by the Security Trustee (or in the case of a
                     reconstruction or amalgamation of the Security Trustee,
                     on terms reasonably approved by the 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 its
                     intention to do so, except to reconstruct or amalgamate
                     on terms reasonably approved by the Security Trustee (or
                     in the case of a reconstruction or amalgamation of the
                     Security Trustee, except on terms reasonably approved by
                     the 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, 2001, 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;

            (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.
                                                                              3.

<PAGE>


            "INTEREST RATE SWAP" means any Hedge Arrangement other than a
            Currency Swap.

            "INTEREST RATE SWAP PROVIDER" means each person, other than the
            Manager, that enters into an Interest Rate Swap with the Issuer
            Trustee in its capacity as trustee of the PUMA Trust.

            "INTERESTED PERSONS" means a collective reference to the Issuer
            Trustee, the Secured Creditors, the Manager and all persons claiming
            through them and "INTERESTED PERSON" means a several reference to
            all Interested Persons.

            "MANAGER" means Macquarie Securitisation Limited or, if Macquarie
            Securitisation Limited retires or is removed as manager of the
            Funds, any substitute person appointed in its place by the Issuer
            Trustee pursuant to the Management Deed.

            "MANAGER DEFAULT" has the same meaning as in the Note Trust Deed.

            "NOTE TRUST" has the same meaning as in the Note Trust Deed.

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

            "PRE-DEFAULT ACTION" means:

            (a)     an action which the Security Trustee is required or
                    empowered to take prior to an Event of Default under:

                    (i)     paragraphs (c) and (d) of the definition of
                            "Insolvency Event" in this clause 1.1; and

                    (ii)    clauses 6.1, 6.2(c), 8.3, 8.7, 9.5, 11.5, 11.8, 14,
                            15.2, 16.1, 17.2, 19, 20.1, 20.2, 22, 24 and 29; and

            (b)     such action as the Security Trustee considers necessary to
                    cause the Issuer Trustee to comply with its obligations
                    under clause 19.1.

            "PRIOR INTEREST" means the lien over, and right of indemnification
            from, the Charged Property held by the Issuer Trustee under, and
            calculated in accordance with, the Trust Deed for Trustee Indemnity
            Costs (other than the Secured Moneys and the Subordinated Fee
            Amount) in relation to the PUMA Trust which are unpaid, or paid by
            the Issuer Trustee but not reimbursed to the Issuer Trustee from the
            assets of the PUMA Trust.

            "PUMA TRUST" means the trust known as the PUMA Global Trust No. 3
            established pursuant to the Trust Deed and the Sub-Fund Notice.

            "RECEIVER" means a receiver appointed by the Security Trustee under
            this Deed and includes a receiver and manager and where more than
            one person has been appointed as receiver or receiver and manager
            each such person and also any servant agent or delegate of any such
            receiver or receiver and manager.

            "RELEVANT PARTIES" has the same meaning as in the Note Conditions.

            "REPRESENTATIVE" means:

             (a)     in relation to a Voting Secured Creditor, a person
                     appointed as a proxy for that Voting Secured Creditor
                     pursuant to clause 10 of the Annexure; and

             (b)     without limiting the generality of paragraph (a), in
                     relation to a Voting Secured

                                                                              4.

<PAGE>


                     Creditor that is a body corporate, a person appointed
                     pursuant to clause 11 of the Annexure by that Voting
                     Secured Creditor.

            "SECURED CREDITORS" means the Note Trustee (in its personal capacity
            and as trustee of the Note Trust), each Agent, each Noteholder, each
            Interest Rate Swap Provider, the Currency Swap Provider, the Redraw
            Facility Provider and any other Stand-by Arrangement Provider and
            "SECURED CREDITOR" means each of the Secured Creditors.

            "SECURED MONEYS" means, without double counting, the aggregate of
            all moneys owing to the Security Trustee or to a Secured Creditor
            under any of the Transaction Documents provided that the Secured
            Moneys do not include any fees or value added tax payable to the
            Note Trustee referred to in clause 12.7 of the Note Trust Deed or to
            an Agent referred to in 12.6 of the Agency Agreement.

            "SECURITY INTEREST" means any encumbrance, bill of sale, mortgage,
            charge, lien, hypothecation, assignment in the nature of security,
            security interest, title retention, preferential right, trust
            arrangement, flawed-asset arrangement, contractual right of set-off
            or any other security agreement or arrangement.

            "SECURITY TRUST" means the trust established under clause 2.2 of
            this Deed.

            "SECURITY TRUST FUND" means any property and benefits which the
            Security Trustee holds on trust for the Secured Creditors under this
            Deed including, without limitation, all the right, title and
            interest of the Security Trustee in connection with the Charge and
            any property which represents the proceeds of sale of any such
            property or proceeds of enforcement of the Charge.

            "SECURITY TRUSTEE" means Perpetual Trustee Company Limited or, if
            Perpetual Trustee Company Limited retires or is removed as Security
            Trustee, any Substitute Security Trustee.

            "SENIOR FEE AMOUNT" means in relation to a date upon which a
            distribution is made pursuant to clause 13.1, an amount of the
            Manager's Fees outstanding on that date equal to the aggregate of
            the Senior Fee Amount (as that term is defined in the Sub-Fund
            Notice) of Manager's Fees remaining unpaid from each preceding
            Quarterly Payment Date under clause 5.1(b) of the Sub-Fund Notice as
            a result of a lack of funds to be applied by the Issuer Trustee
            under clause 5.1(b) of the Sub-Fund Notice or the enforcement of the
            Charge.

            "SENIOR NOTE" means a Class A Note or an A$ Redraw Note.

            "SENIOR NOTEHOLDER" means a Class A Noteholder or an A$ Redraw
            Noteholder.

            "STAND-BY ARRANGEMENT PROVIDER" means each person, other than the
            Manager, that enters into a Stand-by Arrangement with the Issuer
            Trustee in its capacity as trustee of the PUMA Trust.

            "STATUTE" means any legislation now or hereafter in force of the
            Parliament of the Commonwealth of Australia or of any State or
            Territory thereof or of any legislative body of any other country or
            political subdivision thereof and any rule regulation ordinance
            by-law statutory instrument order or notice now or hereafter made
            under such legislation.

            "SUB-FUND NOTICE" means the Sub-Fund Notice dated on or about the
            date of this Deed from the Manager to the Issuer Trustee.

            "SUBORDINATED FEE AMOUNT" means in relation to the date upon which a
            distribution is

                                                                              5.

<PAGE>

            made pursuant to clause 13.1, an amount of the Manager's Fees
            outstanding on that date determined in accordance with the
            following calculation:

                         SFA        =       AMF    -     Senior FA

            where:

            SFA        =   the Subordinated Fee Amount

            AMF        =   the amount of the Manager's Fee outstanding on that
                           date; and

            Senior FA  =   an amount equal to the Senior Fee Amount on that
                           date,

            provided that if the result of the above calculation on any date is
            an amount less than zero then the Subordinated Fee Amount on that
            date is zero.

            "SUBSTITUTE SECURITY TRUSTEE" at any given time means the entity
            then appointed as Security Trustee under clause 19.

            "TAX" includes any income tax, withholding tax, stamp, financial
            institutions, registration and other duties, bank accounts debits
            tax, goods and services tax, value added tax, retail turnover tax or
            similar tax on the provision of supplies and other taxes, levies,
            imposts, deductions and charges whatsoever (including, in respect of
            any duty imposed on receipts or liabilities of financial
            institutions, any amounts paid in respect of them to another
            financial institution) together with interest on them and penalties
            with respect to them (if any) and charges, fees or other amounts
            made on or in respect of them.

            "TRUST DEED" means the Consolidated PUMA Trust Deed dated 13 July
            1990 (as amended and supplemented from time to time) between the
            person referred to therein as the Founder and the Issuer Trustee.

            "TRUSTEE DEFAULT" has the same meaning as in the Note Trust Deed.

            "TRUSTEE INDEMNITY COSTS" means the fees, costs, charges and
            expenses incurred by or payable to the Issuer Trustee (in its
            capacity as trustee of the PUMA Trust) in accordance with the Trust
            Deed (including clauses 17.1 and 17.2 of the Trust Deed) and the
            Sub-Fund Notice, including, but not limited to, the Senior Fee
            Amount.

            "VOTING ENTITLEMENT" means, on a particular date the number of votes
            which a Voting Secured Creditor would be entitled to exercise if a
            meeting of Voting Secured Creditors were held on that date, being in
            respect of a given Voting Secured Creditor and subject to clause
            13.5(c), the number calculated by dividing the Secured Moneys owing
            to that Voting Secured Creditor by 10 and rounding the resultant
            figure down to the nearest whole number provided that if the Note
            Trustee is a then Voting Secured Creditor it will have a Voting
            Entitlement equal to the aggregate Voting Entitlement (determined in
            accordance with the foregoing) for all Class A Noteholders on whose
            behalf it is acting.

            "VOTING SECURED CREDITOR" means:

            (a)      for so long as the Secured Moneys of the Noteholders are
                     75% or more of the then total Secured Moneys:

                     (i)    if any Class A Note then remains outstanding, the
                            Note Trustee acting on behalf of the Class A
                            Noteholders (or, if the Note Trustee has become
                            bound to notify, or seek directions from, the Class
                            A Noteholders or to take steps and/or to proceed
                            under the Note Trust Deed and fails to do so as and
                            when required by the Note Trust Deed

                                                                              6.

<PAGE>

                            and such failure is continuing, the Class A
                            Noteholders) and, if any A$ Redraw Notes remain
                            outstanding, the A$ Redraw Noteholders; or

                     (ii)   if no Senior Note then remains outstanding, the A$
                            Class B Noteholders; and

            (b)      otherwise:

                     (i)    if any Class A Notes remain outstanding, the Note
                            Trustee acting on behalf of such Noteholders (or, if
                            the Note Trustee has become bound to take steps
                            and/or to proceed under the Note Trust Deed and
                            fails to do so as and when required by the Note
                            Trust Deed


                            and such failure is continuing, the Class A
                            Noteholders); and

                     (ii)   each other Secured Creditor (other than the Note
                            Trustee and the Class A Noteholders).

1.2         SUB-FUND NOTICE AND TRUST DEED DEFINITIONS

            Subject to clause 1.10, unless defined in this Deed, words and
            phrases defined in either or both of the Trust Deed and the Sub-Fund
            Notice have the same meaning in this Deed. Where there is any
            inconsistency in a definition between this Deed (on the one hand)
            and the Trust Deed or the Sub-Fund Notice (on the other hand), this
            Deed prevails. Where there is any inconsistency in a definition
            between the Trust Deed and the Sub-Fund Notice, the Sub-Fund Notice
            prevails over the Trust Deed in respect of this Deed. Subject to
            clause 1.10, where words or phrases used but not defined in this
            Deed are defined in the Trust Deed in relation to a Sub-Fund (as
            defined in the Trust Deed) such words or phrases are to be construed
            in this Deed, where necessary, as being used only in relation to the
            PUMA Trust (as defined in this Deed).

1.3         INTERPRETATION

            In this Deed unless the contrary intention appears:

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

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

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

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

            (e)      subject to clause 1.10, a reference to this Deed, the Trust
                     Deed or to any other deed, agreement, document or
                     instrument includes, respectively, this Deed, the
                     Trust Deed or such other deed, agreement, document or
                     instrument as amended, novated, supplemented, varied or
                     replaced from time to time;

                                                                              7.

<PAGE>

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

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

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

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

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

            (k)      a reference to an Annexure is a reference to the Annexure
                     to this Deed;

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

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

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

            (o)      a reference to time is a reference to Sydney time;

            (p)      a reference to any thing (including, without limitation,
                     the Secured Money, any other amount and the Charged
                     Property) is a reference to the whole and each part of it
                     and a reference to a group of persons is a reference to all
                     of them collectively, to any two or more of them
                     collectively and to each of them individually;

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

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

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

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

                                    1)      the Issuer Trustee, the Security
                                            Trustee or the Manager (as the case
                                            may be); or

                                    2)      any other person referred to in
                                            clause 1.3(t) in relation to the
                                            Issuer Trustee, the Security

                                                                              8.

<PAGE>


                                            Trustee or the Manager (as the case
                                            may be); and

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

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

                    (iii)   is:

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

                            B.      in accordance with any proper instruction or
                                    direction of the Noteholders given at a
                                    meeting convened under the Trust Deed (as
                                    amended by the Sub-Fund Notice);

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

            (u)      subject to clause 27.2, each party will only be considered
                     to have knowledge or awareness of, or notice of, a thing or
                     grounds to believe anything by virtue of the officers of
                     that party (or any Related Body Corporate of that party)
                     which have the day to day responsibility for the
                     administration or management of that party's (or a Related
                     Body Corporate of that party's) obligations in relation to
                     the PUMA Trust or this Deed, having actual knowledge,
                     actual awareness or actual notice of that thing, or grounds
                     or reason to believe that thing (and similar references
                     will be interpreted in this way). In addition, notice,
                     knowledge or awareness of an Event of Default means notice,
                     knowledge or awareness of the occurrence of the events or
                     circumstances constituting an Event of Default. The
                     Security Trustee will be regarded as being actually aware
                     of an Event of Default if it receives a written notice from
                     the Issuer Trustee, the Manager or the Note Trustee that
                     the Issuer Trustee, the Manager or the Note Trustee (as the
                     case may be) believes, on reasonable grounds, that the
                     Event of Default has occurred;

            (v)      a reference to the enforcement of the Charge means that the
                     Security Trustee appoints (or the Voting Secured Creditors
                     as contemplated by clause 8.4 appoint) a Receiver over any
                     Charged Property, or takes possession of any Charged
                     Property, pursuant to this Deed; and

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

1.4         INCORPORATION OF ANNEXURE

            This Deed incorporates the Annexure which forms part of, and is
            subject to, this Deed.

                                                                              9.

<PAGE>


1.5         ISSUER TRUSTEE'S CAPACITY

            In this Deed, unless expressly specified otherwise:

            (a)      (REFERENCES TO ISSUER TRUSTEE): a reference to the Issuer
                     Trustee is a reference to the Issuer Trustee in its
                     capacity as trustee of the PUMA Trust only, and in no other
                     capacity;

            (b)      (REFERENCES TO ASSETS OF ISSUER TRUSTEE): a reference to
                     the undertaking, assets, business or money of the Issuer
                     Trustee is a reference to the undertaking, assets, business
                     or money of the Issuer Trustee in its capacity referred to
                     in paragraph (a); and

            (c)      (INSOLVENCY EVENT): a reference to an Insolvency Event in
                     relation to the Issuer Trustee is to the Issuer Trustee
                     only in its capacity as trustee of the PUMA Trust and does
                     not include the Issuer Trustee personally, as trustee of
                     any other trust fund or in any other capacity whatsoever.

1.6         DETERMINATION OF OUTSTANDING HEDGE MONEY

            If an "Early Termination Date", as defined in a relevant Hedge
            Arrangement, has not been designated in respect of any
            "Transactions", as defined in the Hedge Arrangement, then for the
            purposes of this Deed the amounts owing by the Issuer Trustee to a
            Hedge Provider under the Hedge Arrangement in respect of those
            Transactions are to be determined by the Manager (on behalf of the
            Issuer Trustee) and the Hedge Provider on the relevant date as if an
            Early Termination Date had been designated in respect of those
            Transactions in accordance with the Hedge Arrangement at the time of
            such determination and as if each of the Issuer Trustee and the
            Hedge Provider were an "Affected Party", as defined in the Hedge
            Arrangement, following a "Termination Event", as defined in the
            Hedge Arrangement, in respect of those Transactions.

1.7         AMOUNTS OUTSTANDING

            For the purposes of determining whether any amount constitutes
            Secured Moneys, for the purposes of clause 7(g) and for the purposes
            of clause 13.1 (and for these purposes only) the calculation of any
            amounts owing or due by the Issuer Trustee will be made without
            regard to any limitation on the Issuer Trustee's liability that may
            be construed as meaning that such amounts are not owing or are not
            due and payable.

1.8         BENEFIT OF COVENANTS UNDER THIS DEED

            Unless the context indicates a contrary intention, the Security
            Trustee holds the covenants, undertaking and other obligations and
            liabilities of the Issuer Trustee and the Manager under this Deed on
            trust for the benefit of the Secured Creditors on the terms and
            conditions of this Deed.

1.9         OBLIGATIONS SEVERAL

            The obligations of the parties under this Deed are several.

1.10        INCORPORATED DEFINITIONS AND OTHER PROVISIONS

            Where in this Deed a word or expression is defined by reference to
            its meaning in another Transaction Document or there is a reference
            to another Transaction Document or to a provision of another
            Transaction Document, any amendment to the meaning of that word or
            expression, to that Transaction Document or to that provision (as
            the case may be) will

                                                                             10.

<PAGE>

            be of no effect for the purposes of this Deed unless and until the
            amendment is consented to by all parties to this Deed.


--------------------------------------------------------------------------------
2.          THE SECURITY TRUST

2.1         APPOINTMENT OF SECURITY TRUSTEE

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

2.2         DECLARATION OF SECURITY TRUST

            The Security Trustee declares that it holds the Security Trust Fund
            on trust for those persons who are Secured Creditors at the time of
            distribution of any money by the Security Trustee pursuant to clause
            13.1.

2.3         DURATION OF SECURITY TRUST

            The Security Trust commences on the date of this Deed and terminates
            on the first to occur of:

            (a)      (CHARGE RELEASE DATE): the Charge Release Date; and

            (b)      (RULE AGAINST PERPETUITIES): the 80th anniversary of the
                     creation of the Security Trust.

2.4         BENEFIT OF SECURITY TRUST

            Each Secured Creditor is entitled to the benefit of the Security
            Trust on, and subject to, the terms and conditions of this Deed.

2.5         INTERESTED PERSONS BOUND

            The provisions of this Deed, the Trust Deed and the Sub-Fund Notice
            are binding upon every Interested Person and the Security Trustee.

2.6         NATURE OF RIGHTS OF SECURED CREDITORS

            Prior to any distribution to the Secured Creditors pursuant to
            clause 13.1, no Secured Creditor is entitled by virtue of this Deed
            to any equitable or proprietary interest in the Charged Property or
            the Charge, or any rights held by the Security Trustee under clause
            1.8, and only has a mere right of action against the Security
            Trustee to properly perform its covenants under this Deed and to
            account to the Secured Creditors in accordance with this Deed.

2.7         SECURITY TRUSTEE BOUND BY TERMS OF OPTION

            The Security Trustee is bound by the terms of clause 9 of the
            Sub-Fund Notice in the exercise of its powers under this Deed. If
            the Manager issues a notice pursuant to clause 9 of the Sub-Fund
            Notice it must provide a copy to the Security Trustee. The Security
            Trustee must take such action as is reasonably required by the
            Manager to give effect to clause 9 of the Sub-Fund Notice.


                                                                             11.

<PAGE>


--------------------------------------------------------------------------------
3.          PAYMENT OF SECURED MONEYS

3.1         COVENANT IN FAVOUR OF SECURITY TRUSTEE

            The Issuer Trustee covenants in favour of the Security Trustee that
            it will duly and punctually pay the Secured Moneys to, or to the
            order of, the Security Trustee as and when the same fall due for
            payment.

3.2         PAYMENTS TO SECURED CREDITORS

            Notwithstanding clause 3.1, every payment by the Issuer Trustee, or
            the Security Trustee in accordance with this Deed, to the Secured
            Creditors on account of the Secured Moneys will operate as payment
            by the Issuer Trustee to the Security Trustee in satisfaction of the
            Issuer Trustee's obligations in respect of those Secured Moneys.


--------------------------------------------------------------------------------
4.          CHARGE

4.1         THE CHARGE

            The Issuer Trustee charges all its present and future, right, title
            and interest in the Charged Property, subject only to the Prior
            Interest, to the Security Trustee for the payment in full of all the
            Secured Moneys.

4.2         FLOATING CHARGE

            Subject to this Deed, the Charge is a floating charge over the
            Charged Property.

4.3         RANKING OF CHARGE

            Subject only to the Prior Interest, the Charge is a first ranking
            charge having priority over all other Security Interests of the
            Issuer Trustee over the Charged Property.

4.4         CRYSTALLISATION OF FLOATING CHARGE

            If the Charge has not otherwise taken effect as a fixed charge, it
            takes effect automatically and immediately as a fixed charge over
            all the Charged Property if an Event of Default occurs, other than
            if an Event of Default described in clauses 7(c) or (e) occurs, in
            which event it takes effect as a fixed charge automatically and
            immediately over the affected Charged Property. Upon the Charge
            becoming a fixed charge pursuant to the foregoing provisions of this
            clause, the Security Trustee is deemed to have intervened at that
            point in time and to have exercised all its rights of intervention
            in respect of the relevant Charged Property.

4.5         CONSENT TO DEALINGS

            The Issuer Trustee must not (and the Manager will not give any
            direction to the Issuer Trustee to) dispose of or deal with the
            Charged Property, whether the Charge is fixed or floating, unless
            such disposition or such other dealing is permitted by or required
            by and will be effected in accordance with the terms of the Trust
            Deed, the Sub-Fund Notice or any other Transaction Document. Without
            limiting the generality of the foregoing, the Issuer Trustee or any
            of its delegates may (notwithstanding that the Charge has taken
            effect as a fixed charge) discharge in accordance with the terms of
            the Transaction Documents, any Approved Mortgage, Loan or Collateral
            Security. Any Approved Mortgage, Loan or Collateral Security
            discharged pursuant to this clause will automatically, and without
            the need for any act on the part of the Security Trustee, be free
            from and released from this Charge.


                                                                             12.

<PAGE>


4.6         RE-CONVERSION FROM FIXED INTO FLOATING CHARGE

            Subject to clause 4.7, at any time after the Charge has taken effect
            as a fixed charge over the Charged Property, the Security Trustee
            may (and will, if directed by an Extraordinary Resolution of the
            then Voting Secured Creditors) by notice in writing to the Issuer
            Trustee convert the Charge from a fixed charge into a floating
            charge as regards any asset or assets specified in such notice. Upon
            such notice being received by the Issuer Trustee, the Charge as
            regards such specified asset or assets will immediately become and
            operate as a floating charge subject to the provisions of this Deed
            and will cease to be a fixed charge over such specified asset or
            assets.

4.7         REPLACEMENT OF FIXED CHARGE OVER CHARGED PROPERTY

            If the Charge has taken effect as a fixed charge as a result of the
            occurrence of the Event of Default described in clause 7(a)(i) the
            Security Trustee must, upon notification from the Manager that
            another person has been appointed as trustee of the PUMA Trust in
            accordance with the Trust Deed, by notice in writing to the Issuer
            Trustee convert the charge from a fixed charge into a floating
            charge as regards the Charged Property.

4.8         SUBSEQUENT DEALING

            From the effective date specified in a notice given under clause 4.6
            or 4.7:

            (a)      (ISSUER TRUSTEE MAY DEAL AS IF FLOATING CHARGE): the Issuer
                     Trustee may deal with the Charged Property the subject of
                     the notice, if it was acquired by the Issuer Trustee before
                     the effective date of the notice, as if it had always been
                     charged by way of floating charge under this Deed;

            (b)      (TREAT THE FIXING AS NOT HAVING OCCURRED): the floating
                     charge given by this Deed in respect of Charged Property
                     the subject of the notice acquired by the Issuer Trustee on
                     or after the effective date of the notice continues to
                     operate as a floating charge as if it had never been a
                     fixed charge; and

            (c)      (THIRD PERSON MAY RELY ON NOTICE THAT CHARGE IS FLOATING):
                     a person dealing with the Issuer Trustee in relation to the
                     Charged Property the subject of the notice may rely on a
                     notice from the Security Trustee as conclusive evidence
                     that, as at the time the notice is issued, such Charged
                     Property is charged by way of floating charge.

4.9         LIMIT AND PROSPECTIVE LIABILITY

            (a)      (AMOUNT RECOVERABLE): The Charge is security for the whole
                     of the Secured Moneys but the aggregate amount recoverable
                     under the Charge may not exceed the value from time to time
                     of the Charged Property.

            (b)      (FIXED PRIORITIES): For the purposes of fixing priorities
                     between the Charge and any subsequent charge registered
                     under the Corporations Act, 2001, the Charge secures a
                     prospective liability up to a maximum amount of
                     A$20,000,000,000.

            (c)      (NO OBLIGATION): Nothing in this clause 4.9 creates any
                     obligation upon the Security Trustee to enter into any
                     arrangement or to advance any moneys or do any act or thing
                     as a result whereof if so created, entered into, advanced
                     or done there would be Secured Moneys, or limits or affects
                     the provisions of section 279(2) of the Corporations Act,
                     2001.


                                                                             13.

<PAGE>


--------------------------------------------------------------------------------
5.          REPRESENTATIONS AND WARRANTIES

5.1         BY THE ISSUER TRUSTEE

            The Issuer Trustee represents and warrants to the Security Trustee
            that:

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

            (b)      (CONSTITUTION): the execution, delivery and performance of
                     each Transaction Document to which it is expressed to be a
                     party does not violate its constitution;

            (c)      (CORPORATE POWER): it has the power and has taken all
                     corporate and other action required to enter into each
                     Transaction Document to which it is expressed to be a party
                     and to authorise the execution and delivery of each
                     Transaction Document to which it is expressed to be party
                     and the performance of its obligations under each
                     Transaction Document to which it is expressed to be a
                     party;

            (d)      (FILINGS): all corporate notices, filings, and
                     registrations with the Australian Securities and
                     Investments Commission or similar office in its
                     jurisdiction of incorporation and in any other jurisdiction
                     required to be filed or effected, as applicable, by it in
                     connection with the execution, delivery and performance of
                     each Transaction Document to which it is expressed to be a
                     party have been filed or effected, as applicable, and all
                     such filings and registrations are current, complete and
                     accurate other than any Australian Securities and
                     Investments Commission form 309 or 350 in connection with
                     the registration of this Deed;

            (e)      (LEGALLY BINDING OBLIGATION): its obligations under each
                     Transaction Document to which it is expressed to be a party
                     are valid, legally binding and enforceable obligations in
                     accordance with the terms of each Transaction Document to
                     which it is expressed to be a party subject to stamping and
                     any necessary registration and except as such
                     enforceability may be limited by any applicable bankruptcy,
                     insolvency, reorganisation, moratorium or trust or general
                     principles of equity or other similar laws affecting
                     creditors' rights generally ;

            (f)      (EXECUTION, DELIVERY AND PERFORMANCE): its execution,
                     delivery and performance of each Transaction Document to
                     which it is expressed to be a party does not violate any
                     existing law or regulation or any document or agreement to
                     which it is a party or which is binding upon it or any of
                     its assets;

            (g)      (AUTHORISATIONS): all consents, licences, approvals and
                     authorisations of every Governmental Agency required to be
                     obtained by it in connection with the execution, delivery
                     and performance of each Transaction Document to which it is
                     expressed to be a party in its personal capacity have been
                     obtained and are valid and subsisting;

            (h)      (GOOD TITLE): it is the lawful owner of, and has good right
                     to charge in the manner provided in this Deed, the Charged
                     Property and, subject only to the Trust Deed, the Sub-Fund
                     Notice, this Deed and the Prior Interest, the Charged
                     Property is free of all other Security Interests;

            (i)      (PUMA TRUST VALIDLY CREATED): the PUMA Trust has been
                     validly created and is in existence at the date of this
                     Deed;

            (j)      (SOLE TRUSTEE): it has been validly appointed as trustee of
                     the PUMA Trust and is presently the sole trustee of the
                     PUMA Trust;

                                                                             14.

<PAGE>

            (k)      (TRUST DEED AND THE SUB-FUND NOTICE): the PUMA Trust is
                     solely constituted by the Trust Deed and the Sub-Fund
                     Notice;

            (l)      (NO PROCEEDINGS TO REMOVE): it has received no notice and
                     to its knowledge no resolution has been passed or direction
                     or notice has been given, removing it as trustee of the
                     PUMA Trust;

            (m)      (TRUSTEE'S POWER): it has power under the Trust Deed and
                     the Sub-Fund Notice, to charge the Charged Property as
                     provided in this Deed; and

            (n)      (NO BREACH): it is not in breach of any material provision
                     of the Trust Deed or the Sub-Fund Notice.

5.2         BY THE MANAGER

            The Manager represents and warrants to the Security Trustee that:

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

            (b)      (CONSTITUTION): its execution, delivery and performance of
                     each Transaction Document to which it is expressed to be a
                     party does not violate its constitution;

            (c)      (CORPORATE POWER): it has the power and has taken all
                     corporate and other action required to enter into each
                     Transaction Document to which it is expressed to be a party
                     and to authorise the execution and delivery of each
                     Transaction Document to which it is expressed to be a party
                     and the performance of its obligations under each
                     Transaction Document to which it is expressed to be party;

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

            (e)      (LEGALLY BINDING OBLIGATION): its obligations under each
                     Transaction Document to which it is expressed to be a party
                     are valid, legally binding and enforceable obligations in
                     accordance with the terms of each Transaction Document to
                     which it is expressed to be a party except as such
                     enforceability may be limited by any applicable bankruptcy,
                     insolvency, re-organisation, moratorium or trust or general
                     principles of equity or other similar laws affecting
                     creditors' rights generally;

            (f)      (EXECUTION, DELIVERY AND PERFORMANCE): its execution,
                     delivery and performance of each Transaction Document to
                     which it is expressed to be a party does not violate any
                     existing law or regulation or any document or agreement to
                     which it is a party or which is binding upon it or any of
                     its assets; and

            (g)      (AUTHORISATION): all consents, licences, approvals and
                     authorisations of every Governmental Agency required to be
                     obtained by the Manager in connection with the execution,
                     delivery and performance of each Transaction Document to
                     which it is expressed to be a party have been obtained and
                     are valid and subsisting.


                                                                             15.

<PAGE>


5.3         BY THE SECURITY TRUSTEE

            The Security Trustee represents and warrants to the Manager and the
            Issuer Trustee that:

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

            (b)      (CONSTITUTION): its execution, delivery and performance of
                     each Transaction Document to which it is expressed to be a
                     party does not violate its constitution;

            (c)      (CORPORATE POWER): it has the power and has taken all
                     corporate and other action required to enter into each
                     Transaction Document to which it is expressed to be a party
                     and to authorise the execution and delivery of each
                     Transaction Document to which it is expressed to be a party
                     and the performance of its obligations under each
                     Transaction Document to which it is expressed to be a
                     party;

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

            (e)      (LEGALLY BINDING OBLIGATION): its obligations under each
                     Transaction Document to which it is expressed to be a party
                     are valid, legally binding and enforceable obligations in
                     accordance with the terms of each Transaction Document to
                     which it is expressed to be a party, except as such
                     enforceability may be limited by any applicable bankruptcy,
                     insolvency, re-organisation, moratorium or trust or general
                     principles of equity or other similar laws affecting
                     creditors' rights generally;

            (f)      (EXECUTION, DELIVERY AND PERFORMANCE): its execution,
                     delivery and performance of each Transaction Document to
                     which it is expressed to be a party does not violate any
                     existing law or regulation or any document or agreement to
                     which it is a party or which is binding upon it or any of
                     its assets; and

            (g)      (AUTHORISATION): all consents, licences, approvals and
                     authorisations of every Governmental Agency required to be
                     obtained by the Security Trustee in connection with the
                     execution, delivery and performance of each Transaction
                     Document to which it is expressed to be a party have been
                     obtained and are valid and subsisting.


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6.          ISSUER TRUSTEE'S AND MANAGER'S COVENANTS

6.1         COVENANTS IN RESPECT OF CHARGED PROPERTY

            The Issuer Trustee undertakes that it will not without the prior
            written consent of the Security Trustee or as otherwise permitted by
            this Deed, the Trust Deed or the other Transaction Documents:

            (a)      (NO SECURITY INTERESTS): subject only to the Prior
                     Interest, attempt to create or permit to exist any Security
                     Interest howsoever ranking over any part of the Charged
                     Property; and

            (b)      (NO SALE, LEASE ETC.): subject to clause 6.3, convey,
                     assign, transfer, lease or otherwise dispose or part with
                     possession of, make any bailment over, or create


                                                                             16.

<PAGE>


                     or permit to exist any other interest in any part of the
                     Charged Property at any time that such part of the Charged
                     Property is subject to the Charge.

6.2         GENERAL COVENANTS

            The Issuer Trustee agrees to:

            (a)      (COMPLY WITH TRANSACTION DOCUMENTS): comply with its
                     obligations and duties under the Trust Deed (in so far as
                     it applies to the PUMA Trust), the Sub-Fund Notice and the
                     other Transaction Documents;

            (b)      (COPY OF NOTEHOLDER DETAILS): at the same time or as soon
                     as practical after a notice referred to in clause 6.2(e) is
                     given to the Security Trustee by the Issuer Trustee or
                     after the Issuer Trustee receives a notice pursuant to
                     clause 6.4(b), provide to the Security Trustee and the Note
                     Trustee a current copy of the Register maintained by the
                     Issuer Trustee under clause 15 of the Trust Deed and
                     details (to the extent known by it) of the identity, and
                     notice details, of each Secured Creditor and the Secured
                     Moneys owing to each Secured Creditor;

            (c)      (ASSISTANCE TO SECURITY TRUSTEE): provide to the Security
                     Trustee, as the Security Trustee may reasonably require to
                     enable the Security Trustee to perform its duties and
                     functions under this Deed (and which the Security Trustee
                     has been unable to obtain from any other party to the
                     Transaction Documents), such information, copies of any
                     accounting records and other documents, statements and
                     reports required to be maintained by, or that are otherwise
                     in the possession of, the Issuer Trustee, or which the
                     Issuer Trustee is entitled to obtain from any person;

            (d)      (DOCUMENTS OF TITLE): if the Charge has taken effect as a
                     fixed charge, deposit with the Security Trustee immediately
                     or as soon as the Issuer Trustee receives them:

                     (i)    anything evidencing a Security Interest and any
                            document of title given to the Issuer Trustee to
                            secure the payment of a monetary obligation to the
                            Issuer Trustee; and

                     (ii)   any documents of title relating to property over
                            which the Charge operates as a fixed charge,

                     where, in such case, such evidence or documents (as the
                     case may be) are then in the Issuer Trustee's possession or
                     control;

            (e)      (NOTIFY EVENTS OF DEFAULT, ETC): notify the Security
                     Trustee and the Current Rating Authorities if it becomes
                     actually aware of the occurrence of an Event of Default,
                     Trustee Default, Manager Default or Potential Event of
                     Default, and provide the Security Trustee and the Current
                     Rating Authorities with details of such occurrence;

            (f)      (NOT INCUR UNAUTHORISED INDEBTEDNESS): except in accordance
                     with an Extraordinary Resolution of the Voting Secured
                     Creditors, not give any guarantees or incur any borrowings
                     (which does not include debts incurred to trade creditors
                     in the ordinary course of the Issuer Trustee's business as
                     trustee of the PUMA Trust) other than as permitted or
                     contemplated by the Transaction Documents;

            (g)      (NOT RELEASE OBLIGATIONS): except in accordance with an
                     Extraordinary

                                                                             17.

<PAGE>

                     Resolution of the Voting Secured Creditors, not discharge
                     or release any person from any of their obligations under
                     the Transaction Documents to which the Issuer Trustee is a
                     party save where such discharge or release is in accordance
                     with the Transaction Documents; and

            (h)      (NOT ENGAGE IN OTHER ACTIVITIES): not engage (in its
                     capacity as trustee of the PUMA Trust) in any business or
                     other activities except as permitted or contemplated by the
                     Transaction Documents.

6.3         DEALING IN ACCORDANCE WITH TRANSACTION DOCUMENTS

            The Issuer Trustee may deal with and pay or apply the Charged
            Property in accordance with the provisions of the Trust Deed, the
            Sub-Fund Notice and any other Transaction Document at any time that
            the Charged Property is subject to the floating charge.

6.4         MANAGER UNDERTAKING

            The Manager undertakes to the Issuer Trustee and the Security
            Trustee that:

            (a)      (NO DIRECTION IN BREACH OF CLAUSE 6.1): it will not give
                     any direction to the Issuer Trustee under the Trust Deed or
                     the Sub-Fund Notice which would, if complied with, result
                     in the Issuer Trustee breaching the terms of this clause 6;
                     and

            (b)      (NOTIFICATION OF EVENTS OF DEFAULT, ETC): it will promptly
                     notify the Issuer Trustee, the Security Trustee and the
                     Current Rating Authorities if it becomes aware of the
                     occurrence of an Event of Default, Potential Event of
                     Default, a Trustee Default or a Manager Default and provide
                     the Issuer Trustee, the Security Trustee and the Current
                     Rating Authorities with details of such occurrence.


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7.          EVENTS OF DEFAULT

            Each of the following events is an Event of Default whether or not
            caused by any reason whatsoever outside the control of any
            Interested Person or any other person:

            (a)      (i)    (ISSUER TRUSTEE RETIRES AND REPLACEMENT NOT FOUND):
                            the Issuer Trustee gives notice of its retirement or
                            is removed as trustee of the PUMA Trust in
                            accordance with clause 19 of the Trust Deed and
                            another person is not appointed as trustee of the
                            PUMA Trust in accordance with the Trust Deed within
                            60 days thereafter;

                     (ii)   (LOSS OF INDEMNITY): the Security Trustee becomes
                            aware or is notified by the Manager or the Issuer
                            Trustee that the Issuer Trustee is (for any reason)
                            not entitled fully to exercise its right of
                            indemnity against the assets of the PUMA 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 Issuer Trustee
                            in writing to rectify them; or

                     (iii)  (PUMA TRUST IMPERFECTLY CONSTITUTED): the PUMA Trust
                            is not properly constituted or is imperfectly
                            constituted in a manner or to an extent that it 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

                                                                             18.

<PAGE>


                            being remedied this has not occurred to the
                            reasonable satisfaction of the Security Trustee
                            within 30 days of the discovery thereof;

            (b)      (INSOLVENCY EVENT): an Insolvency Event occurs in relation
                     to the Issuer Trustee;

            (c)      (ENFORCEMENT OF SECURITY INTERESTS ETC.): distress or
                     execution is levied or a judgment, order or a Security
                     Interest is enforced, or becomes enforceable over any of
                     the Charged Property or any asset of the PUMA Trust for an
                     amount exceeding (either individually or in aggregate)
                     A$1,000,000, or can be rendered enforceable by the giving
                     of notice, lapse of time or fulfilment of any condition;

            (d)      (VOID OR LOSS OF PRIORITY): the Charge:

                     (i)    is or becomes wholly or partly void, voidable or
                            unenforceable; or

                     (ii)   at or after the date of this Deed loses the priority
                            which it is expressed to have in clause 4.3 (other
                            than as mandatorily preferred by law or by an act or
                            omission of the Security Trustee);

            (e)      (CREATES SECURITY INTEREST/TRANSFERS ASSETS): the Issuer
                     Trustee breaches the undertakings in clause 6.1 or attempts
                     to create or allows to exist a Security Interest over the
                     Charged Property otherwise than in accordance with the
                     Trust Deed, the Sub-Fund Notice or this Deed;

            (f)      (TAX COMMISSIONER'S DETERMINATION): the Commissioner of
                     Taxation, or its delegate, determines to issue a notice
                     under any legislation that imposes a Tax requiring any
                     person obliged or authorised to pay money to the Issuer
                     Trustee to instead pay such money to the Commissioner in
                     respect of any tax or any fines and costs imposed on the
                     Issuer Trustee;

            (g)      (FAILURE TO PAY SECURED MONEYS): any Secured Moneys are not
                     paid within 10 days of when due, other than, for so long as
                     any Senior Notes are outstanding, any Secured Moneys in
                     respect of any Redraw Facility Principal or any Redraw
                     Facility Interest (other than the Senior Redraw Facility
                     Principal or amounts in respect of the Senior Redraw
                     Facility Interest Amount, respectively), or the A$ Class B
                     Notes; and

            (h)      (OTHER EVENT OF DEFAULT): any other event occurs which is
                     described in a Transaction Document as an Event of Default
                     for the purposes of this Deed.


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8.          RIGHTS AND OBLIGATIONS OF THE SECURITY TRUSTEE FOLLOWING EVENT OF
            DEFAULT

8.1         NOTIFY SECURED CREDITORS AND CONVENE MEETING OF VOTING SECURED
            CREDITORS

            Without prejudice to the operation of clause 9.2(b), upon becoming
            actually aware of the occurrence of an Event of Default, the
            Security Trustee must promptly (and, in any event within 2 Business
            Days):

            (a)      (NOTIFY SECURED CREDITORS AND THE CURRENT RATING
                     AUTHORITIES): notify all then Secured Creditors, and the
                     Current Rating Authorities of the Event of Default and
                     provide to such Secured Creditors and Current Rating
                     Authorities full details of the Event of Default known to
                     the Security Trustee and the actions


                                                                             19.

<PAGE>


                     and procedures, of which the Security Trustee is aware,
                     which are being taken or will be taken by the Issuer
                     Trustee and the Manager to remedy the relevant Event of
                     Default; and

            (b)      (CONVENE MEETING OF VOTING SECURED CREDITORS): promptly
                     convene a meeting of the then Voting Secured Creditors and
                     propose the necessary Extraordinary Resolutions (in both
                     cases in accordance with the provisions of the Annexure) to
                     seek directions by way of an Extraordinary Resolution of
                     the then Voting Secured Creditors regarding the action the
                     Security Trustee should take as a result of such Event of
                     Default pursuant to clause 8.2.

8.2         EXTRAORDINARY RESOLUTIONS

            At a meeting of the then Voting Secured Creditors referred to in
            clause 8.1(b), or by a resolution in writing signed by all Voting
            Secured Creditors, the Voting Secured Creditors may direct the
            Security Trustee by Extraordinary Resolution to:

            (a)      (ACCELERATE SECURED MONEYS): declare the Secured Moneys
                     immediately due and payable under clause 9.6;

            (b)      (APPOINT RECEIVER): appoint a Receiver in accordance with
                     clause 10 and, if a Receiver is to be appointed, the Voting
                     Secured Creditors must by a further Extraordinary
                     Resolution determine the amount of the Receiver's
                     remuneration;

            (c)      (EXERCISE POWER OF SALE): instruct the Security Trustee by
                     notice in writing to sell and realise the Charged Property
                     and otherwise enforce the Charge; and/or

            (d)      (OTHER ACTION): take such other action that the Security
                     Trustee is permitted to take under this Deed as the Voting
                     Secured Creditors may specify in the terms of such
                     Extraordinary Resolution.

8.3         SECURITY TRUSTEE TO ACT IN ACCORDANCE WITH DIRECTIONS

            (a)      (MUST IMPLEMENT EXTRAORDINARY RESOLUTION): Subject to
                     clause 8.3(b), the Security Trustee must take all action
                     necessary to give effect to any Extraordinary Resolution of
                     the Voting Secured Creditors and must comply with all
                     directions contained in or given pursuant to any
                     Extraordinary Resolution of the Voting Secured Creditors.

            (b)      (EXCEPTIONS): The obligation of the Security Trustee
                     pursuant to clause 8.3(a) is subject to:

                     (i)    this Deed; and

                     (ii)   if required by the Security Trustee (in its absolute
                            discretion), the Security Trustee being adequately
                            indemnified to its reasonable satisfaction from the
                            Charged Property or, if requested at any time before
                            or during the relevant meeting, the Security Trustee
                            receiving from the Voting Secured Creditors an
                            indemnity in a form reasonably satisfactory to the
                            Security Trustee (which may be by way of an
                            Extraordinary Resolution of the Voting Secured
                            Creditors) 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 an Extraordinary
                            Resolution of the Voting Secured Creditors.


                                                                             20.

<PAGE>


            (c)      (RANKING OF INDEMNITIES): The Security Trustee must first
                     claim on its indemnity from the Charged Property and if it
                     does not receive such indemnity from the Charged Property
                     within 2 Business Days of the first claim then it may claim
                     on any indemnity from the Voting Secured Creditors,
                     including any indemnity provided under clause 8.4.

8.4         SECURITY TRUSTEE MUST RECEIVE INDEMNITY

            If:

            (a)      (SECURITY TRUSTEE REQUIRES INDEMNITY): 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 to enforce this Deed
                     and advises the Voting Secured Creditors at any time before
                     or during the meeting that the Security Trustee will not
                     take that action in relation to the enforcement of this
                     Deed unless it is personally indemnified by the Voting
                     Secured Creditors to its reasonable satisfaction 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 relation to the
                     enforcement of this Deed and given funds to the extent to
                     which it may become liable (including costs and expenses);
                     and

            (b)      (VOTING SECURED CREDITORS REFUSE TO GRANT INDEMNITY): the
                     Voting Secured Creditors refuse to grant the requested
                     indemnity and give it funds,

            the Security Trustee will not be obliged to act in relation to the
            enforcement of this Deed. In these circumstances, the Voting Secured
            Creditors may then exercise such powers, and enjoy such protections
            and indemnities, of the Security Trustee under this Deed, any
            Security Interest or any other document or agreement at any time
            created or entered into in favour of the Security Trustee as
            security for the Secured Moneys or by law 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 in the preceding sentence.

8.5         NOTICE TO ISSUER TRUSTEE AND THE MANAGER

            If the Voting Secured Creditors pass an Extraordinary Resolution
            referred to in clause 8.2 at a meeting convened following an Event
            of Default, the Security Trustee must notify the Issuer Trustee and
            the Manager in writing within 1 Business Day after such
            Extraordinary Resolution is so passed.

8.6         MANAGER CONVENES MEETING

            If the Security Trustee fails to convene a meeting, or to propose
            the necessary Extraordinary Resolutions, in accordance with clause
            8.1(b), the Manager must convene a meeting of Voting Secured
            Creditors or propose the necessary Extraordinary Resolutions (as the
            case may be), in accordance with this clause 8, which meeting is to
            have only the same powers as if convened by the Security Trustee and
            is to be conducted in accordance with the provisions of the
            Annexure, in which event all references in this Deed and the
            Annexure to the Security Trustee in relation to the requirements of
            meetings of Voting Secured Creditors will be read and construed,
            mutatis mutandis, as references to the Manager.

8.7         NOTICE OF EVENT OF DEFAULT

            If the Security Trustee becomes aware of the occurrence of an Event
            of Default, and the


                                                                             21.

<PAGE>


            Issuer Trustee has not given the Security Trustee notice in
            accordance with clause 6.2(e), the Security Trustee must promptly
            give the Issuer Trustee notice of the occurrence of the Event of
            Default.

8.8         NOTICE OF ACTION TO REMEDY EVENT OF DEFAULT

            If the Issuer Trustee and the Manager take any action or procedures
            to remedy an Event of Default, both the Issuer Trustee and the
            Manager must keep the Security Trustee informed of those actions and
            procedures.


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9.          ENFORCEMENT

9.1         POWER TO DEAL WITH AND PROTECTION OF THE CHARGED PROPERTY

            If the Charge crystallises and becomes fixed pursuant to the
            provisions of this Deed:

            (a)      (POWER TO DEAL WITH THE CHARGED PROPERTY CEASES): the
                     Issuer Trustee's power to deal with the Charged Property
                     will, subject to clauses 2.7, 4.5 and 4.6, immediately
                     cease; and

            (b)      (PROTECTION OF CHARGED PROPERTY): the Security Trustee will
                     have the right either in its own name or in the name of the
                     Issuer Trustee to immediately seek and obtain appropriate
                     relief in relation to that part of the Charged Property
                     affected or threatened by the relevant Event of Default.

9.2         RESTRICTIONS ON POWER TO ENFORCE

            If an Event of Default occurs, the Security Trustee must not declare
            the Secured Moneys immediately due and payable under clause 9.6,
            appoint a Receiver under clause 10 or, subject to the operation of
            clauses 4.4 to 4.7 (inclusive), otherwise enforce the Charge unless:

            (a)      (SECURED CREDITORS AUTHORISE ACTION): the Voting Secured
                     Creditors have passed an Extraordinary Resolution referred
                     to in clause 8.2 or at a meeting convened pursuant to
                     clause 8.6 or pursuant to clause 2 of the Annexure; or

            (b)      (DELAY WOULD BE PREJUDICIAL): in the opinion of the
                     Security Trustee, the delay required to obtain the
                     directions of the Voting Secured Creditors in accordance
                     with clause 8.2 would be prejudicial to the interests of
                     the Secured Creditors as a class (in which case the
                     Security Trustee must take those actions).

9.3         NO OBLIGATION TO ENFORCE

            Upon the occurrence of an Event of Default, subject to clauses 8.1,
            9.2 and 15.3, pending the receipt of directions from the Voting
            Secured Creditors as contemplated by clauses 8.2, 8.3 and 8.4, the
            Security Trustee is not bound to take any action under this Deed or
            give any consent or waiver or make any determination under this Deed
            (including, without limiting the generality of the foregoing, to
            appoint any Receiver, to declare the Charge enforceable or the
            Secured Moneys immediately due and payable or to take any other
            proceedings). Nothing in this clause affects the operation of clause
            4.4 upon the occurrence of an Event of Default or the Charge
            becoming enforceable prior to the Security Trustee receiving
            directions from the Voting Secured Creditors.

9.4          LIMITATION ON RIGHTS OF SECURED CREDITORS

            Subject to clause 8.4:

                                                                             22.

<PAGE>


            (a)      (POWERS EXERCISABLE BY SECURITY TRUSTEE ONLY): the powers,
                     rights and remedies conferred on the Security Trustee by
                     this Deed are exercisable by the Security Trustee only, and
                     no Secured Creditor is entitled to exercise the same or any
                     of them; and

            (b)      (SECURED CREDITORS CANNOT ENFORCE): without limiting the
                     generality of the foregoing, no Secured Creditor is
                     entitled to enforce the Charge or the provisions of this
                     Deed exercisable by the Security Trustee or to appoint a
                     Receiver to any of the Charged Property or otherwise to
                     exercise any power conferred by the terms of any applicable
                     law on chargees.

9.5         IMMATERIAL WAIVERS

            The Security Trustee may, on such terms and conditions as it may
            deem expedient, without the consent of the Secured Creditors, and
            without prejudice to its rights in respect of any subsequent breach:

            (a)      (WAIVER OF BREACHES): agree to any waiver or authorisation
                     of any breach or proposed breach of any of the terms and
                     conditions of the Transaction Documents; and

            (b)      (WAIVER OF EVENTS OF DEFAULT): determine that any event
                     that would otherwise be an Event of Default will not be
                     treated as an Event of Default for the purpose of this
                     Deed,

            which is not, in the opinion of the Security Trustee, materially
            prejudicial to the interests of the Secured Creditors as a class. No
            such waiver, authorisation or determination may be made in
            contravention of any prior directions contained in an Extraordinary
            Resolution of the Voting Secured Creditors. Any such waiver,
            authorisation or determination will, if the Security Trustee so
            requires, be notified to the Secured Creditors by the Manager as
            soon as practicable after it is made in accordance with this Deed.

9.6         ACCELERATION OF SECURED MONEYS FOLLOWING EVENT OF DEFAULT

            If any Event of Default occurs, at any time thereafter if the Event
            of Default is continuing, the Security Trustee may, by written
            notice to the Issuer Trustee and the Manager, declare in accordance
            with this Deed the Secured Moneys to be immediately due and payable,
            whereupon the Secured Moneys will immediately become due and payable
            (subject to the limitation contained in clause 20.13 of the Trust
            Deed or any equivalent limitation in relation to the relevant
            Secured Moneys).


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10.         RECEIVERS - APPOINTMENT AND POWERS

10.1         APPOINTMENT OF RECEIVER

             (a)     (CONDITIONS OF APPOINTMENT): Following the occurrence of an
                     Event of Default, if the Voting Secured Creditors pass the
                     Extraordinary Resolutions under or referred to in clause
                     8.2(b) the Security Trustee must appoint in writing a
                     person or persons to be a receiver or receiver and manager
                     of the Charged Property to deal with the Charged Property
                     in accordance with any instructions given by the Voting
                     Secured Creditors by Extraordinary Resolution and may
                     withdraw the appointment of any such Receiver as to the
                     Charged Property and in case of the removal retirement or
                     death of any such Receiver may appoint another person or
                     persons in its place on substantially the same terms as the
                     previous Receiver.


                                                                             23.

<PAGE>


            (b)      (NO LIABILITY FOR RECEIVER): Neither the Issuer Trustee nor
                     the Security Trustee will be responsible for anything done
                     or not done by a Receiver. However, the Security Trustee
                     must to the extent of a prudent security trustee monitor
                     the performance by any person or persons appointed by it
                     under clause 10.1(a) of that person's or those persons'
                     duties as Receiver of the Charged Property.

10.2        JOINT RECEIVERS

            If more than one person is appointed as a Receiver of the Charged
            Property, the Security Trustee may specify whether such appointment
            and the powers of each such person will at its option be joint or
            joint and several and, failing such specification such appointment
            and the powers of each such person will be deemed to be joint and
            several.

10.3        REMUNERATION OF RECEIVER

            The Security Trustee must fix the remuneration of a Receiver in
            accordance with the terms of the Extraordinary Resolution passed
            under clause 8.2(b).

10.4        INDEMNIFICATION OF RECEIVER

            Without limiting the generality of clause 10.7, each Receiver must
            be granted an indemnity for its remuneration, costs, liabilities and
            expenses by the Security Trustee. However, the Security Trustee will
            not be required to grant such indemnity to a Receiver unless it is
            reasonably satisfied that its liability under that indemnity is
            limited so as not to exceed the Security Trustee's right of
            indemnity out of the Security Trust Fund. Any moneys payable by the
            Security Trustee under such an indemnity must be paid out of the
            Charged Property in accordance with this Deed and will form part of
            the Secured Moneys.

10.5        APPOINTMENT OVER PART

            The power to appoint a Receiver over all of the Charged Property may
            be exercised whether or not a Receiver has already been appointed
            over part of it.

10.6        POWERS OF RECEIVER

            A Receiver, without the need for any consent from the Issuer
            Trustee, has all of the following powers in addition to any of the
            other powers conferred by this Deed:

            (a)      (TO TAKE POSSESSION): to enter, take possession of, have
                     access to, make use of and collect and manage the Charged
                     Property;

            (b)      (TO COLLECT MONEYS): to convert, liquidate and reduce the
                     Charged Property into money and, except as provided in
                     clause 13.6, to convert any of the Charged Property
                     denominated in a Foreign Currency into Australian dollars;

            (c)      (TO CARRY ON BUSINESS): to carry on or concur in carrying
                     on any business then conducted by the Issuer Trustee and to
                     effect all insurances and do all acts which the Issuer
                     Trustee might do in the ordinary course of such business
                     for the protection or improvement of the Charged Property;

            (d)      (TO BORROW OR RAISE MONEY): to borrow or raise in any way
                     from the Security Trustee or any other person any moneys
                     which may be required for the purposes referred to in this
                     Deed and in the name of the Issuer Trustee or otherwise to
                     secure any moneys so borrowed or raised by the grant of any
                     Security Interest over the Charged Property or any part
                     thereof so that such Security Interest ranks in priority
                     to, equally with or after the Charge, provided that the
                     Security

                                                                             24.

<PAGE>


                     Trustee will not be bound to enquire as to the necessity or
                     propriety of any such borrowing or raising nor be
                     responsible for the misapplication or non-application of
                     any moneys so borrowed or raised;

            (e)      (TO EMPLOY): to employ managers, solicitors, auctioneers,
                     brokers, consultants, professional advisers, workmen,
                     officers, agents, employees and servants, including any
                     person associated with a firm or company in which the
                     Receiver is a member or in which he is interested and such
                     person may charge for his services as if he had been
                     independently retained for all or any of the purposes in
                     this Deed referred to at such salaries or remuneration as
                     the Receiver thinks fit and without the need for further
                     enquiry and, without thereby incurring any liability to the
                     Issuer Trustee, may act upon such person's advice as to the
                     timing of or any incident or term of any sale including
                     whether or not the Charged Property should be offered for
                     sale by auction and as to the need for and amount of any
                     reserve price and as to the adequacy of any rent or of any
                     price obtainable on sale by private treaty;

            (f)      (TO SELL PROPERTY): to sell or concur in selling whether or
                     not the Receiver has taken possession of the Charged
                     Property, by public auction, private treaty or tender, for
                     cash or on credit, in one lot or in parcels with or without
                     special conditions or stipulations as to title, the time
                     and the mode of payment of purchase moneys and otherwise,
                     as the Receiver thinks fit with power to allow the purchase
                     moneys to remain on mortgage over the property sold or on
                     any other security or without any security and upon such
                     other terms and conditions as the Receiver considers
                     expedient with full power to buy in and to rescind or vary
                     any contract for sale and to resell without being
                     responsible for loss and to exercise all or any rights,
                     powers and remedies of the Issuer Trustee thereunder and to
                     execute such contracts, deeds, agreements, transfers,
                     assignments and assurances of all or any part of the
                     Charged Property in the name and on behalf of the Issuer
                     Trustee or otherwise and to do all other acts and things
                     for implementing and completing any such sale that the
                     Receiver deems necessary;

            (g)      (TO GIVE UP POSSESSION): to give up possession of the
                     Charged Property at any time;

            (h)      (TO INVEST PROCEEDS AGAINST CONTINGENCIES): if any of the
                     Secured Moneys are contingent, to invest deposit or hold
                     any part of the Charged Property in such form or in such
                     mode of investment for the time being as the Receiver in
                     its absolute discretion thinks fit, with like power to
                     vary, transpose or re-invest such investments or deposits
                     from time to time until such part of the Secured Moneys
                     cease to be contingent;

            (i)      (TO ENTER INTO CONTRACTS): to enter into, vary or terminate
                     any contract, undertaking, covenant, instrument, obligation
                     or arrangement with any person for any purpose connected
                     with this Deed or the Charged Property or in furtherance of
                     any power in this Deed upon such terms and conditions as
                     the Receiver in its absolute discretion thinks fit
                     including, without limitation, granting or conferring
                     options to in favour of or exercisable by any person for
                     the purpose of or in connection with the sale, purchase,
                     leasing or hiring of the Charged Property;

            (j)      (TO PERFORM CONTRACTS): to perform, observe and carry out
                     and enforce specific performance of, to exercise or refrain
                     from exercising, the Issuer Trustee's rights and powers
                     under, to obtain the benefit of and to vary or rescind, all
                     contracts and rights forming part of the Charged Property
                     and all instruments and arrangements entered into or held
                     by the Issuer Trustee;


                                                                             25.

<PAGE>


            (k)      (TO TAKE PROCEEDINGS): to institute, conduct or defend any
                     proceedings in law, equity or bankruptcy and to submit to
                     arbitration in the name of the Issuer Trustee or otherwise
                     and on any terms any proceeding, claim, question or dispute
                     in connection with the Charged Property or otherwise;

            (l)      (TO COMPROMISE): to make any settlement, arrangement or
                     compromise regarding any action or dispute arising in
                     connection with the Charged Property, to grant to any
                     person involved therein time or other indulgence and to
                     execute such releases or discharges in connection therewith
                     as the Receiver thinks expedient in the interests of the
                     Security Trustee;

            (m)      (TO APPEAL): to appeal against or to enforce any judgment
                     or order;

            (n)      (TO BANKRUPT DEBTORS AND WIND-UP COMPANIES): to make
                     debtors bankrupt and to wind-up companies and to do all
                     things in connection with any bankruptcy or winding up
                     which the Receiver thinks necessary for the recovery or
                     protection of the Charged Property or any part thereof or
                     for the security or other benefit of the Security Trustee
                     or the Secured Creditors;

            (o)      (TO DELEGATE): with the consent in writing of the Security
                     Trustee, to delegate to any person for such time or times
                     as the Security Trustee approves, any of the powers in this
                     Deed conferred upon the Receiver including this power of
                     delegation;

            (p)      (TO FILE): to file all certificates, registrations and
                     other documents and to take any and all action on behalf of
                     the Issuer Trustee which the Security Trustee or Receiver
                     believes necessary to protect, preserve or improve any or
                     all of the Charged Property and the rights of the Issuer
                     Trustee and the Security Trustee in respect of any
                     agreement for sale and to obtain for the Security Trustee
                     all of the benefits of this Deed and in particular the
                     placing of the Issuer Trustee into liquidation or the
                     appointment of a Receiver is deemed to be an event against
                     which the Security Trustee may protect its rights;

            (q)      (TO OPERATE BANK ACCOUNTS): to operate to the exclusion of
                     the Issuer Trustee any bank account in the name of the
                     Issuer Trustee whether alone or jointly and to withdraw any
                     moneys to the credit of such account and to sign and
                     endorse or to authorise others to sign and endorse in the
                     name of the Issuer Trustee cheques, promissory notes, bills
                     of exchange and other negotiable instruments;

            (r)      (TO EXERCISE ISSUER TRUSTEE'S POWERS): to exercise all the
                     powers, rights and entitlements conferred upon the Issuer
                     Trustee under the terms of, or pursuant to the general law
                     or Statute in respect of, any Charged Property;

            (s)      (TO DO ALL OTHER THINGS NECESSARY): to do all things
                     necessary to perform observe and fulfil any of the
                     covenants on the part of the Issuer Trustee under this
                     Deed; and

            (t)      (TO DO SUCH THINGS AS ARE EXPEDIENT): to do all such other
                     acts and things without limitation as it thinks expedient
                     for the interests of the Security Trustee or the Secured
                     Creditors,

            and will have such further powers and discretions as the Security
            Trustee by notice in writing to the Receiver confers upon the
            Receiver for the purposes referred to in this clause 10.6.


                                                                             26.

<PAGE>


10.7        INDEMNITY

            The Security Trustee may give such indemnities to the Receiver in
            respect of the performance by the Receiver of his duties as are
            permitted by law and if the Security Trustee is obliged to pay any
            moneys pursuant to any such indemnity the same will become part of
            the Secured Moneys.


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11.         POWERS AND PROTECTIONS FOR SECURITY TRUSTEE AND RECEIVER AND POWER
            OF ATTORNEY

11.1        SECURITY TRUSTEE HAS POWERS OF RECEIVER

            At any time after an Event of Default occurs, the Security Trustee,
            in addition to the powers conferred on it by any other provision of
            this Deed or by law, may, without giving any notice, exercise all or
            any of the powers conferred on a Receiver, or which would be
            conferred on a Receiver if appointed by this Deed, as if the same
            had been expressly conferred on the Security Trustee and the
            Security Trustee may itself exercise such powers, authorities and
            discretions and/or may appoint an agent or joint and/or several
            agents for that purpose. When any such agent(s) are appointed the
            Security Trustee may:

            (a)      (REMUNERATION OF AGENT): fix the remuneration of such
                     agent(s) upon the same basis that such agent(s) would have
                     been entitled to remuneration if appointed as Receiver(s)
                     pursuant to the provisions of clause 10.3 or otherwise pay
                     the reasonable charges of such agent(s);

            (b)      (WITHDRAW APPOINTMENT OF AGENT): withdraw the appointments
                     of any such agent(s); and

            (c)      (APPOINT ANOTHER AGENT): in the case of the removal
                     retirement or death of any such agent(s) may appoint
                     another person or persons in its place.

11.2        ACT JOINTLY

            The Security Trustee or Receiver may exercise any of the powers
            conferred upon the Security Trustee or the Receiver in conjunction
            with the exercise of similar powers by the holder of any other
            Security Interests over the Charged Property or part thereof or by
            any receiver appointed by such holder and may enter into and give
            effect to such agreements and arrangements with such other holder or
            receiver as the Security Trustee or Receiver thinks fit.

11.3        NO LIABILITY FOR LOSS

            The Security Trustee is not nor is any Receiver 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 except for fraud, negligence or
            wilful default.

11.4        NO LIABILITY TO ACCOUNT AS MORTGAGEE IN POSSESSION

            Neither the Security Trustee nor any Receiver will by reason of the
            Security Trustee or the Receiver entering into possession of the
            Charged Property or any part thereof be liable to account as
            mortgagee or chargee in possession or for anything except actual
            receipts or be liable for any loss upon realisation or for any
            default, omission, delay or mistake for which a mortgagee or chargee
            in possession might be liable.


                                                                             27.

<PAGE>


11.5        NO CONFLICT

            The Security Trustee and any Receiver may exercise any power under
            this Deed notwithstanding that the exercise of that power involves a
            conflict between any duty owed to the Issuer Trustee by the Security
            Trustee or such Receiver and:

            (a)      (DUTY OWED TO OTHERS): any duty owed by the Security
                     Trustee or Receiver to any other person; or

            (b)      (INTEREST OF OTHERS): the interests of the Security Trustee
                     or Receiver.

11.6        CONTRACT INVOLVING CONFLICT OF DUTY

            Any contract which involves any such conflict of duty or interest
            will not be void or voidable by virtue of any such conflict of duty
            or interest nor will the Security Trustee or a Receiver be liable to
            account to the Issuer Trustee or any other person for any moneys
            because of any such conflict of interest or duty.

11.7        POWER OF ATTORNEY

            The Issuer Trustee irrevocably appoints the Security Trustee, each
            Authorised Officer of the Security Trustee, any Receiver and such
            other person or persons as any of such Authorised Officers or
            Receiver (with, in the case of the Receiver, the prior consent of
            the Security Trustee) may for that purpose from time to time
            appoint, severally, the attorney and attorneys of the Issuer Trustee
            to, upon the occurrence of an Event of Default:

            (a)      (ACTS): do all acts and things that under this Deed or
                     implied in this Deed ought to be done by the Issuer
                     Trustee;

            (b)      (REGISTRATION): take all such steps and proceedings and to
                     do and execute all such acts, deeds and things for
                     securing, perfecting and registering this Deed;

            (c)      (FURTHER ASSURANCE): execute in the name and on behalf of
                     the Issuer Trustee all such legal mortgages, fixed charges,
                     transfers, assignments and other assurances of all or any
                     part of the Charged Property and to do at any time all
                     things necessary to ensure the expeditious stamping and
                     registration of such mortgages, charges, transfers,
                     assignments and other assurances;

            (d)      (COMMENCE PROCEEDINGS): in the name and on behalf of the
                     Issuer Trustee or in the name of the Security Trustee or
                     the said attorney to ask demand sue for recover and receive
                     of and from all and every person whomsoever and to give
                     effectual receipts for all or any part of the Charged
                     Property;

            (e)      (DELEGATE): delegate such of its powers (including, and
                     where applicable, this power of delegation) as the Security
                     Trustee would be entitled to delegate under clause 14.3(k)
                     if it held those powers in its own right rather than as
                     attorney of the Issuer Trustee to any person for any period
                     and may revoke a delegation;

            (f)      (CONFLICTS): exercise or concur in exercising its powers
                     even if the attorney has a conflict of duty in exercising
                     its powers or has a direct or personal interest in the
                     means or result of that exercise of powers; and

            (g)      (FURTHER ACTS): perform and execute all such further and
                     other acts deeds matters and things which will become
                     necessary or be regarded by the Security Trustee or the
                     said attorney as necessary for more satisfactorily securing
                     the payment of the Secured Moneys or as expedient in
                     relation to the Charged Property,

                                                                             28.

<PAGE>


            as effectually as the Issuer Trustee could or might do and for all
            or any of the purposes described in paragraphs (a) to (g) above
            appoint any substitute or substitutes for any such attorney and to
            remove at pleasure any attorney or substitute. The Issuer Trustee
            ratifies and confirms and agrees to allow, ratify and confirm all
            and whatsoever its attorney lawfully does or causes to be done under
            and by virtue of this power of attorney and declares that this power
            of attorney is to continue to be of full force and effect until all
            such acts, deeds, payments, matters and things as the Security
            Trustee thinks proper to execute, perform, make, institute or carry
            through have been done, made and completed notwithstanding the
            determination of this Deed or of the agreements and arrangements
            referred to in this Deed. The Issuer Trustee declares that this
            power of attorney is irrevocable and is given as security.

11.8        SECURITY TRUSTEE MAY MAKE GOOD DEFAULT

            If the Issuer Trustee defaults in duly performing, observing and
            fulfilling any covenant on the part of the Issuer Trustee in this
            Deed contained or implied, it will be lawful for, but not obligatory
            upon the Security Trustee, without prejudice to any other power of
            the Security Trustee, to do all things and pay all moneys necessary
            or expedient in the opinion of the Security Trustee to make good or
            to attempt to make good such default to the satisfaction of the
            Security Trustee and all such moneys will form part of the Secured
            Moneys.

11.9        NOTICE FOR EXERCISE OF POWERS

            (a)      (NO NOTICE REQUIRED): The powers conferred on the Security
                     Trustee or the Receiver by this Deed, by any Statute or by
                     the general law may be exercised by the Security Trustee,
                     the Receiver or any attorney of the Issuer Trustee under
                     this Deed, immediately upon or at any time after the Charge
                     becomes enforceable without any notice or expiration of
                     time being necessary.

            (b)      (WHERE NOTICE IS MANDATORY): 1 day is fixed as the period:

                     (i)    for which an Event of Default must continue before
                            the Security Trustee may serve any notice in writing
                            as may be specified in any Statute affecting the
                            Security Trustee's powers; and

                     (ii)   for which an Event of Default must continue after
                            the service of notice before any power of sale given
                            by any such Statute may be exercised.

11.10       BENEFIT FOR RECEIVER ETC.

            The Security Trustee will be deemed to have accepted the benefit of
            this clause 11 as agent for the Receiver and any attorney, agent or
            other person appointed under this Deed or by the Security Trustee
            who are not parties to this Deed and the Security Trustee will hold
            the benefit of such provisions on trust for the benefit of those
            grantees.


--------------------------------------------------------------------------------
12.         PROTECTION OF PERSONS DEALING WITH SECURITY TRUSTEE OR RECEIVER

12.1        NO ENQUIRY

            No purchaser or other person dealing with the Security Trustee, the
            Receiver or any attorney appointed under this Deed or to whom is
            tendered for registration an instrument


                                                                             29.

<PAGE>


            executed by the Security Trustee, the Receiver or any attorney
            appointed under this Deed, will be bound to inquire as to whether
            any Event of Default has occurred or whether the Charge has become
            enforceable or whether any Secured Moneys are owing or payable or
            whether the Receiver or attorney has been properly appointed or
            the propriety or regularity of the exercise or purported exercise
            of any power by the Security Trustee, the Receiver or such
            attorney or any other matter or thing or be affected by actual or
            constructive notice that any lease, sale, dealing or instrument is
            unnecessary or improper and notwithstanding any irregularity or
            impropriety in any lease, sale, dealing or instrument the same
            will as regards the protection and title of the lessee, purchaser
            or such other person be deemed to be authorised by the aforesaid
            powers and will be valid and effectual accordingly.

12.2        RECEIPTS

            The receipt of the Security Trustee, the Receiver or any attorney
            appointed under this Deed of any moneys or assets which come into
            the hands of the Security Trustee, the Receiver or such attorney by
            virtue of the powers of the Security Trustee, the Receiver or the
            attorney will as to the moneys or assets paid or handed over
            effectually discharge the person, other than the Issuer Trustee,
            paying or handing over the money or assets from being concerned to
            see to the application or being answerable or accountable for any
            loss or misapplication thereof and from any liability to inquire
            whether the Charge has become enforceable or whether the Secured
            Moneys have become payable pursuant to the provisions of this Deed
            or otherwise as to the propriety or regularity of the appointment of
            such Receiver or attorney or the propriety or regularity of the
            exercise of such powers by the Security Trustee, the Receiver or the
            attorney (as the case may be).


--------------------------------------------------------------------------------
13.         APPLICATION OF MONEYS

13.1        PRIORITY OF PAYMENTS

            Subject to clause 13.6, all moneys received in connection with this
            Deed by the Security Trustee, or by a Receiver in relation to the
            Charged Property pursuant to the provisions of this Deed are to be
            applied as follows:

            (a)      (SECURITY TRUSTEE'S INDEMNITY AND THE PRIOR INTEREST):
                     first, rateably towards satisfaction of amounts which
                     become owing or payable under clauses 16.1, 16.2 or 16.3
                     (except the Receiver's remuneration and the amounts
                     referred to in the proviso to the definition of Secured
                     Moneys), and in payment of the Prior Interest;

            (b)      (FEES): second, in payment 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 Note Trustee or any Agent
                     and the Receiver's remuneration;

            (c)      (OUTGOINGS): third, in payment rateably of such other
                     outgoings and/or liabilities that the Receiver, the
                     Security Trustee or the Note Trustee has incurred in
                     performing their obligations, or exercising their powers,
                     under this Deed and, in the case of the Note Trustee, under
                     the Note Trust Deed;

            (d)      (PAYMENT OF PRIOR SECURITY INTEREST): fourth, in payment of
                     other Security Interests (if any) over the Charged Property
                     of which the Security Trustee is aware having priority to
                     the Charge (other than the Prior Interest), in the order of
                     their priority (and the Security Trustee and the Receiver
                     are entitled to rely upon a certificate from the holder of
                     the prior Security Interest as to the amount so secured and
                     will not be bound to enquire further as to the accuracy of
                     that

                                                                             30.

<PAGE>


                     amount or as to whether that amount or any part thereof is
                     validly secured by such other prior Security Interest);

            (e)      (PAYMENT OF CURRENCY SWAP TERMINATION PROCEEDS TO CLASS A
                     NOTEHOLDERS): fifth, in payment rateably to the Class A
                     Noteholders of the Currency Swap Termination Proceeds (if
                     any) towards satisfaction of any Secured Moneys owing in
                     relation to the Class A Notes (such Secured Moneys for this
                     purpose will be denominated in US dollars);

            (f)      (PAYMENT OF PREPAYMENT AMOUNTS): sixth, in payment rateably
                     to each Secured Creditor of any Prepayment Amounts owing to
                     that Secured Creditor;

            (g)      (PAYMENT OF SECURED MONEYS TO SENIOR NOTEHOLDERS, THE
                     CURRENCY SWAP PROVIDER, THE INTEREST RATE SWAP PROVIDER AND
                     THE REDRAW FACILITY PROVIDER): seventh, in payment rateably
                     to:

                     (i)    subject to clause 13.5(b) in the case of the Class A
                            Noteholders, to the Senior Noteholders of all other
                            Secured Moneys owing in relation to the Senior Notes
                            (such Secured Moneys in respect of the Class A Notes
                            will be converted from US dollars to Australian
                            dollars in accordance with clause 13.5(a)), to be
                            applied amongst them:

                            A.      first, towards all interest accrued but
                                    unpaid on the Senior Notes at that time (to
                                    be distributed rateably amongst the Senior
                                    Notes); and

                            B.      second, in reduction of the Principal
                                    Balance in respect of the Senior Notes at
                                    that time (to be distributed rateably
                                    amongst the Senior Notes);

                     (ii)   to the Redraw Facility Provider of the then Senior
                            Redraw Facility Principal and the Senior Redraw
                            Facility Interest Amount;

                     (iii)  to each Interest Rate Swap Provider of any other
                            Secured Moneys owing to that Interest Rate Swap
                            Provider in respect of an Interest Rate Swap;

                     (iv)   to the Currency Swap Provider of any Secured Moneys
                            owing to the Currency Swap Provider in respect of
                            the Currency Swap; and

                     (v)    to any other Stand-by Arrangement Provider of any
                            Secured Moneys owing to that Stand-by Arrangement
                            Provider in respect of the corresponding Stand-by
                            Arrangement;

            (h)      (PAYMENT OF EXCHANGE RATE DIFFERENTIAL TO CLASS A
                     NOTEHOLDERS): if after the application of clause 13.5(b) in
                     respect of any Australian dollar payments under clause
                     13.1(g), and after the application of clause 13.1(e), there
                     are still Secured Moneys owing in respect of the Class A
                     Notes (denominated in US dollars), eighth in payment,
                     subject to clause 13.5(b), amongst the Class A Notes of
                     such remaining Secured Moneys owing in relation to the
                     Class A Notes until, after the further application of
                     clause 13.5(b), all Secured Moneys owing in respect of the
                     Class A Notes (denominated in US dollars) are paid to the
                     Class A Noteholders;

            (i)      (PAYMENT OF SECURED MONEYS TO A$ CLASS B NOTEHOLDERS):
                     ninth, in payment


                                                                             31.

<PAGE>


                     to the A$ Class B Noteholders, of all Secured Moneys owing
                     in relation to the A$ Class B Notes, to be applied amongst
                     them:

                     (i)    first towards all interest accrued but unpaid on the
                            A$ Class B Notes at that time (to be distributed
                            rateably amongst such A$ Class B Notes); and

                     (ii)   second, in reduction of the Principal Balance in
                            respect of the A$ Class B Notes at that time (to be
                            distributed rateably amongst the A$ Class B Notes);

            (j)      (SUBORDINATED REDRAW FACILITY AMOUNTS): tenth, to the
                     Redraw Facility Provider of any remaining Secured Moneys
                     owing to the Redraw Facility Provider in respect of the
                     Redraw Facility Agreement;

            (k)      (OTHER SECURED MONEYS): eleventh, to pay rateably to each
                     Secured Creditor any remaining amounts forming part of the
                     Secured Moneys and owing to that Secured Creditor;

            (l)      (SUBSEQUENT SECURITY INTERESTS): twelfth, in payment of
                     subsequent Security Interests over the Charged Property of
                     which the Security Trustee is aware, in the order of their
                     priority and the Security Trustee and the Receiver will be
                     entitled to rely upon a certificate from the holder of any
                     subsequent Security Interests as to the amount so secured
                     and will not be bound to enquire further as to the accuracy
                     of that amount or as to whether that amount or any part
                     thereof is validly secured by the subsequent Security
                     Interests; and

            (m)      (SURPLUS): thirteenth, to pay the surplus (if any) to the
                     Issuer Trustee to be distributed by the Issuer Trustee in
                     accordance with the terms of the Trust Deed and the
                     Sub-Fund Notice but will not carry interest as against the
                     Security Trustee.

13.2        MONEYS RECEIVED

            In applying any moneys towards satisfaction of the Secured Moneys
            the Issuer Trustee will be credited only with so much of the moneys
            available for that purpose as the Security Trustee or the Receiver
            has actually received and not required for whatever reason to be
            disgorged, such credit to date from the time of such receipt.

13.3        APPLICATION OF MONEYS

            Notwithstanding any principle or presumption of law to the contrary
            or any direction given at the time of it being received by the
            Security Trustee or the Receiver, the Security Trustee and the
            Receiver each has, subject to this Deed, an absolute discretion
            without the need to communicate its election to any person to apply
            any payment or credit received by it under this Deed in reduction of
            any part or parts of the Secured Moneys, whenever and on whatever
            account the same became secured.

13.4        INVESTMENT OF FUNDS

            Unless expressly provided in this Deed, all moneys received by the
            Security Trustee following the Charge becoming enforceable and not
            required to be immediately applied under this Deed will be invested
            by the Security Trustee as it thinks appropriate in Authorised
            Investments on the following terms and conditions:

            (a)      (MAY VARY): the Security Trustee may from time to time vary
                     and deal with or dispose of such investments; and


                                                                             32.

<PAGE>


            (b)      (MATURITY): the Security Trustee must invest only in
                     Authorised Investments that mature such that the Security
                     Trustee is able to distribute the proceeds of those
                     investments in or towards discharge of the Secured Moneys
                     as they become due and payable.

13.5        CONVERSION INTO A$ OF NOTES DENOMINATED IN US$

            (a)      (CONVERSION FOR THE PURPOSES OF CLASS A NOTES): In
                     calculating the amount of any Secured Moneys to be
                     distributed to the Class A Noteholders in accordance with
                     clause 13.1(g)(i), the Security Trustee will convert the
                     amount of such Secured Moneys from US dollars to Australian
                     dollars at the exchange rate below which produces the
                     lowest amount in Australian dollars:

                     (i)    the A$ Exchange Rate; or

                     (ii)   the spot exchange rate as advised to the Security
                            Trustee by the Manager between US dollars and
                            Australian dollars used for the calculation of any
                            amounts payable on the occurrence of an "Early
                            Termination Date" (if any) under the Currency Swap.

            (b)      (PAYMENTS IN US$): All actual payments to the Class A
                     Noteholders by the Security Trustee pursuant to this Deed
                     must be made in US dollars. The Security Trustee must
                     convert (and pay to the Class A Noteholders) all Australian
                     dollar amounts payable to those Noteholders under clauses
                     13.1(g) and (h) at the rate that it is able to acquire US
                     dollars in the Australian spot foreign exchange market. It
                     need only apply so many Australian dollars for this purpose
                     as is sufficient to acquire the necessary US dollars when
                     combined with the US dollars (if any) from the application
                     of clause 13.1(e), as equals the Secured Moneys
                     (denominated in US dollars) owing in respect of the Class A
                     Notes (determined for the purposes of clause 13.1(g)(i) in
                     accordance with clause 13.5(a)). If, after the application
                     of this clause 13.5(b) in respect of the Class A Notes,
                     there is any surplus of Australian dollars these are to be
                     applied in accordance with clause 13.1(h) (in the case of a
                     surplus under clause 13.1(g)(i) only) and clauses 13.1(i)
                     to (m) in the order set out in those clauses.

            (c)      (VOTING ENTITLEMENTS): In calculating the Secured Moneys in
                     respect of the Class A Notes for the purposes of the
                     definitions of "Voting Entitlements" and "Voting Secured
                     Creditors" and the Secured Moneys for the Annexure, such
                     Secured Moneys will be converted to Australian dollars from
                     US dollars in accordance with clause 13.5(a) provided that
                     the relevant rate for exchange will be that referred to in
                     clause 13.5(a)(i) where an "Early Termination Date" under
                     the Currency Swap, in the case of the Class A Notes has not
                     occurred.

13.6        APPLICATION OF CURRENCY SWAP TERMINATION PROCEEDS

            Any Currency Swap Termination Proceeds received by the Security
            Trustee must be retained by the Security Trustee in US dollars and
            must be invested by it in a US dollar interest bearing account with
            a bank or other financial institution selected by it and must be
            applied, if there are any Secured Moneys owing in respect of the
            Class A Notes, first in accordance with clause 13.1(e). If there are
            no such Secured Moneys owing in respect of the Class A Notes, or
            only part of the Currency Swap Termination Proceeds are sufficient
            to pay all Secured Moneys (denominated in US dollars) owing in
            respect of the Class A Notes, the balance may be converted to
            Australian dollars for application in accordance with clause 13.1.


                                                                             33.


<PAGE>


13.7        SATISFACTION OF DEBTS

            Each Secured Creditor will accept the distribution of money to it
            under clause 13.1 in full and final satisfaction of all Secured
            Moneys owing to it and any debt represented by any shortfall after
            any final distribution under clause 13.1 will thereupon be
            extinguished.


--------------------------------------------------------------------------------
14.         SUPPLEMENTAL SECURITY TRUSTEE PROVISIONS

14.1        LIMITATIONS ON POWERS AND DUTIES OF SECURITY TRUSTEE

            Notwithstanding any other provision of this Deed, unless and until
            there is an Event of Default, the Security Trustee has no powers,
            rights, duties or responsibilities other than:

            (a)      (TO HOLD ON TRUST): the duty to hold the Security Trust
                     Fund on trust;

            (b)      (TO TAKE THE BENEFIT OF THE CHARGE): the power to take the
                     benefit of the Charge (but not to take any action to
                     enforce the Charge); and

            (c)      (PRE-DEFAULT ACTION): the power to perform a Pre-Default
                     Action.

            Prior to the Security Trustee becoming aware of the occurrence of an
            Event of Default, the Security Trustee is not required to take and
            may not take any action under this Deed other than Pre-Default
            Actions.

14.2        LIMITATION ON SECURITY TRUSTEE'S ACTIONS

            Notwithstanding knowledge by or notice to the Security Trustee of
            any breach anticipatory or actual, of, or default under, any
            covenant, obligation, condition or provision by the Issuer Trustee
            or the Manager contained in or imposed by any Transaction Document,
            the Security Trustee is only required to take all such steps and do
            all such things as it is empowered to do having regard to the
            powers, authorities and discretions vested in it pursuant to this
            Deed and the obligations imposed on the Security Trustee by this
            Deed.

14.3        ADDITIONAL POWERS, PROTECTIONS, ETC.

            By way of supplement to any Statute regulating the Security Trust
            and in addition to the powers, rights and protections which may from
            time to time be vested in or available to the Security Trustee by
            the general law, it is expressly declared, notwithstanding anything
            to the contrary in this Deed (and subject only to clause 15.3) as
            follows:

            (a)      (LIABILITY TO ACCOUNT): The Security Trustee is under no
                     obligation to account to any Interested Person for any
                     moneys received pursuant to this Deed other than those
                     received by the Security Trustee from the Issuer Trustee or
                     received or recovered by the Security Trustee or the
                     Receiver under this Deed, subject always to such deductions
                     and withholdings by the Security Trustee or the Receiver as
                     are authorised by this Deed. Subject to clauses 14.4 and
                     15.3, the liabilities of the Security Trustee to any
                     Interested Person or any other person under or in
                     connection with this Deed can only be enforced against the
                     Security Trustee to the extent to which they can be
                     satisfied out of such moneys in accordance with this Deed.

            (b)      (ACT ON PROFESSIONAL ADVICE): The Security 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 Security Trustee or by a person
                     other than Security Trustee where that opinion, advice or
                     information is addressed to the Security Trustee or by its
                     terms is expressed to be capable of

                                                                             34.

<PAGE>


                     being relied upon by the Security Trustee. The Security
                     Trustee will not be responsible to any Interested Person
                     for any loss occasioned by so acting. Any such opinion,
                     advice or information may be sent or obtained by letter,
                     telex or facsimile transmission and the Security Trustee
                     will not be liable to any Interested Person for acting in
                     good faith on any opinion, advice or information purporting
                     to be conveyed by such means even though it contains some
                     error which is not a manifest error or is not authentic.

            (c)      (NO ENQUIRY): The Security Trustee is not bound to give
                     notice to any person of the execution of this Deed to take
                     any steps to ascertain whether there has occurred any Event
                     of Default or event which, with the giving of notice or the
                     lapse of time would constitute an Event of Default or to
                     keep itself informed about the circumstances of the Issuer
                     Trustee or the Manager and, until it has knowledge or
                     express notice to the contrary, the Security Trustee may
                     assume that no Event of Default has occurred and that the
                     Issuer Trustee and the Manager and any other party to the
                     Transaction Documents (other than the Security Trustee) are
                     observing and performing all the obligations on their part
                     contained in the Transaction Documents and need not inquire
                     whether that is, in fact, the case.

            (d)      (NOTICE OF EVENT OF DEFAULT): The Security Trustee is not
                     obliged to notify the Secured Creditors of the happening of
                     any Event of Default except in the circumstances set out in
                     clause 8.1.

            (e)      (ACTS PURSUANT TO RESOLUTIONS): The Security Trustee will
                     not be responsible for having acted in good faith upon any
                     resolution purporting to have been passed at any meeting of
                     the Voting Secured Creditors in respect of which minutes
                     have been made and signed even though it may subsequently
                     be found that there was some defect in the constitution of
                     such meeting or the passing of such resolution or that for
                     any reason such resolution was not valid or binding upon
                     the Secured Creditors or upon the Security Trustee.

            (f)      (RELIANCE): The Security Trustee is, for any purpose and at
                     any time, entitled to rely on, act upon, accept and regard
                     as conclusive and sufficient (without being in any way
                     bound to call for further evidence or information or being
                     responsible for any loss that may be occasioned by such
                     reliance, acceptance or regard) any of the following:

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

                     (ii)   all statements (including statements made or given
                            to the best of the maker's knowledge and belief or
                            similarly qualified) contained in any information,
                            report, balance sheet, profit and loss account,
                            certificate or statement given pursuant to or in
                            relation to this Deed, the Trust Deed or the
                            Sub-Fund Notice;

                     (iii)  all accounts supplied to the Security Trustee
                            pursuant to this Deed and all reports of the Auditor
                            supplied to the Security Trustee; and

                     (iv)   notices and other information supplied to the
                            Security Trustee under this Deed,

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


                                                                             35.

<PAGE>


            (g)      (DIRECTOR'S CERTIFICATES): The Security Trustee may call
                     for and may accept as sufficient evidence of any fact or
                     matter or of the expediency of any dealing, transaction,
                     step or thing a certificate signed by any two directors or
                     duly authorised officers of the Issuer Trustee or the
                     Manager as to any fact or matter upon which the Security
                     Trustee may, in the exercise of any of its duties, powers,
                     authorities and discretions under this Deed, require to be
                     satisfied or to have information to the effect that in the
                     opinion of the person or persons so certifying any
                     particular dealing, transaction, step or thing is expedient
                     and the Security Trustee will not be bound to call for
                     further evidence and will not be responsible for any loss
                     that may be occasioned by acting on any such certificate.

            (h)      (CUSTODY OF DOCUMENTS): The Security Trustee may hold or
                     deposit this Deed and any deed or documents relating to
                     this Deed or to the Transaction Documents with any banker
                     or banking company or entity whose business includes
                     undertaking the safe custody of deeds or documents or with
                     any lawyer or firm of lawyers believed by it to be of good
                     repute and the Security Trustee will not be responsible for
                     any loss incurred in connection with any such holding or
                     deposit and may pay all sums to be paid on account of or in
                     respect of any such deposit.

            (i)      (DISCRETION): The Security Trustee, as regards all the
                     powers, trusts, authorities and discretions vested in it,
                     has, subject to any express provision to the contrary
                     contained in this Deed, absolute and uncontrolled
                     discretion as to the exercise of such powers, authorities,
                     trusts and discretions and, in the absence of fraud,
                     negligence or wilful default on its part, will be in no way
                     responsible to any Interested Person or any other person
                     for any loss, costs, damages, expenses or inconvenience
                     which may result from the exercise or non-exercise of such
                     powers, authorities, trusts and discretions.

            (j)      (EMPLOY AGENTS): Wherever it considers it expedient in the
                     interests of the Secured Creditors, the Security Trustee
                     may, instead of acting personally, employ and pay an agent
                     selected by it, whether or not a lawyer or other
                     professional person, to transact or conduct, or concur in
                     transacting or conducting any business and to do or concur
                     in doing all acts required to be done by the Security
                     Trustee (including the receipt and payment of money under
                     this Deed). The Security Trustee will not be responsible to
                     any Interested Person for any misconduct, or default on the
                     part of any such person appointed by it under this Deed or
                     be bound to supervise the proceedings or acts of any such
                     person, provided that any such person will be a person who
                     is in the opinion of the Security Trustee appropriately
                     qualified to do any such things and is otherwise selected
                     with reasonable care and in good faith. Any such agent
                     being a lawyer, banker, broker or other person engaged in
                     any profession or business will be entitled to charge and
                     be paid all usual professional and other charges for
                     business transacted and acts done by him or her or any
                     partner of his or her or by his or her firm in connection
                     with this Deed and also his or her reasonable charges in
                     addition to disbursements for all other work and business
                     done and all time spent by him or her or his or her
                     partners or firm on matters arising in connection with this
                     Deed including matters which might or should have been
                     attended to in person by a trustee not being a lawyer,
                     banker, broker or other professional person.

            (k)      (DELEGATION): Subject to clause 14.7, the Security Trustee
                     may whenever it

                                                                             36.

<PAGE>


                     thinks it expedient in the interests of Secured Creditors
                     delegate to any person or fluctuating body of persons
                     selected by it all or any of the duties, powers,
                     authorities, trusts and discretions vested in the Security
                     Trustee by this Deed provided that, except as provided in
                     any Transaction Documents, the Security Trustee may not
                     delegate to such third parties any material part of its
                     powers, duties or obligations as Security Trustee. Any such
                     delegation may be by power of attorney or in such other
                     manner as the Security Trustee may think fit and may be
                     made upon such terms and conditions (including power to
                     sub-delegate) and subject to such regulations as the
                     Security Trustee may think fit. Provided that the Security
                     Trustee has exercised reasonable care and good faith in the
                     selection of such delegate, it will not be under any
                     obligation to any Interested Person to supervise the
                     proceedings or be in any way responsible for any loss
                     incurred by reason of any misconduct or default on the part
                     of any such delegate or sub-delegate.

            (l)      (APPLY TO COURT): The Security Trustee may, whenever it
                     thinks it expedient in the interests of the Secured
                     Creditors, apply to any court for directions in relation to
                     any question of law or fact arising either before or after
                     an Event of Default and assent to, or approve, any
                     applications of any Secured Creditor the Issuer Trustee or
                     the Manager.

            (m)      (DISCLOSURE): Subject to this Deed, any applicable laws and
                     any duty of confidentiality owed by any Interested Person
                     to any other person, the Security Trustee may, for the
                     purpose of meeting its obligations under this Deed,
                     disclose to any Secured Creditor any confidential,
                     financial or other information made available to the
                     Security Trustee by the Issuer Trustee, the Manager, any
                     other Interested Person or any other person in connection
                     with this Deed.

            (n)      (DETERMINATION): The Security Trustee, as between itself
                     and the Secured Creditors, has full power to determine
                     (acting reasonably and in good faith) all questions and
                     doubts arising in relation to any of the provisions of this
                     Deed and every such determination, whether made upon such a
                     question actually raised or implied in the acts or
                     proceedings of the Security Trustee, will be conclusive and
                     will bind the Security Trustee and the Secured Creditors.

            (o)      (DEFECT IN TITLE): The Security Trustee is not bound or
                     concerned to examine or enquire into nor be liable for any
                     defect or failure in the title of the Issuer Trustee to the
                     Charged Property and is entitled to accept any such title
                     without requisition or objection.

            (p)      (NOTICE OF CHARGE OR ENFORCEMENT): The Security Trustee is
                     under no obligation to give any notice of the Charge to any
                     debtors of the Issuer Trustee or to any purchaser or any
                     other person whomsoever or, subject to this Deed, to
                     enforce payment of any moneys payable to the Issuer Trustee
                     or to realise any of the Charged Property or to take any
                     steps or proceedings for that purpose unless the Security
                     Trustee thinks fit to do so.

            (q)      (GIVE UP POSSESSION OF CHARGED PROPERTY): The Security
                     Trustee, acting in accordance with this Deed or the terms
                     of any Extraordinary Resolution passed by the Voting
                     Secured Creditors in accordance with this Deed, may give up
                     possession of the Charged Property at any time.

            (r)      (NO DUTY AS CHARGEE): Nothing in this Deed imposes a duty
                     upon the Security Trustee to exercise its powers as chargee
                     under this Deed or at law in circumstances where at a
                     meeting of Voting Secured Creditors a motion is put that a
                     receiver be appointed and is not passed.


                                                                             37.

<PAGE>


            (s)      (OTHER SECURITY INTERESTS): If the Security Trustee sees
                     fit to redeem or take any transfer of any Security Interest
                     ranking in priority to or pari passu with the Charge,
                     including the Prior Interest (the "OTHER SECURITY
                     INTEREST") wholly or in part then, notwithstanding any
                     provision as to interest contained in the Other Security
                     Interest or any presumption of law to the contrary all
                     moneys expended by the Security Trustee in so doing
                     including the consideration paid to the holder of the Other
                     Security Interest, stamp duty and legal costs and
                     disbursements will be deemed to be principal moneys secured
                     by the Other Security Interest, and also part of the
                     Secured Moneys, and moneys the payment of which forms part
                     of the obligations of the Issuer Trustee under this Deed,
                     and the provisions of this Deed will be deemed incorporated
                     in the Other Security Interest and will prevail over the
                     terms and conditions of the Other Security Interest in the
                     case of any inconsistency.

            (t)      (LIABILITY LIMITED): Except for the obligations imposed on
                     it under this Deed, the Security Trustee is not obliged to
                     do or omit to do any thing including enter into any
                     transaction or incur any liability unless the Security
                     Trustee's liability is limited in a manner satisfactory to
                     the Security Trustee in its absolute discretion.

            (u)      (NO DUTY TO PROVIDE INFORMATION): Subject to the express
                     requirements of this Deed, and any requirement of
                     applicable law, the Security Trustee has no duty (either
                     initially, or on a continuing basis) to consider or provide
                     any Secured Creditors with any information with respect to
                     the Issuer Trustee or the Manager (whenever coming into its
                     possession).

            (v)      (EXERCISE OF RIGHTS SUBJECT TO EXTRAORDINARY RESOLUTION):
                     Without limiting its rights, powers and discretions, but
                     subject to its express duties or obligations under this
                     Deed (including, without limiting the generality of the
                     foregoing, clause 8) the Security Trustee will not be
                     required to exercise any right, power or discretion
                     (including to require anything to be done, form any opinion
                     or give any notice, consent or approval) without the
                     specific instructions of the Voting Secured Creditors given
                     by Extraordinary Resolution.

            (w)      (NO LIABILITY FOR ACTING IN ACCORDANCE WITH DIRECTIONS):
                     The Security Trustee is not to be under any liability
                     whatsoever for acting in accordance with any direction
                     obtained from Voting Secured Creditors at a meeting
                     convened under clause 8.

            (x)      (NO LIABILITY FOR BREACH): The Security Trustee is not to
                     be under any liability whatsoever for a failure to take any
                     action in respect of any breach by the Issuer Trustee of
                     its duties as trustee of the PUMA Trust of which the
                     Security Trustee is not aware or in respect of any Event of
                     Default of which the Security Trustee is not aware.

            (y)      (DISPUTE OR AMBIGUITY): In the event of any dispute or
                     ambiguity as to the construction or enforceability of this
                     Deed or any other Transaction Document or the Security
                     Trustee's powers or obligations under or in connection with
                     this Deed or the determination or calculation of any amount
                     or thing for the purpose of this Deed or the construction
                     or validity of any direction from Voting Secured Creditors,
                     provided the Security Trustee is using reasonable
                     endeavours to resolve such ambiguity or dispute, the
                     Security Trustee, in its absolute discretion, may (but will
                     have no obligation to) refuse to act or refrain from acting
                     in relation to matters affected by such dispute or
                     ambiguity.


                                                                             37.

<PAGE>


14.4        LIMITATION OF LIABILITY

            Notwithstanding any other provision of this Deed, the Security
            Trustee will have no liability under or in connection with this Deed
            or any other Transaction Document (whether to the Secured Creditors,
            the Issuer Trustee, the Manager or any other person) other than to
            the extent to which the liability is able to be satisfied out of the
            property of the Security Trust Fund from which the Security Trustee
            is actually indemnified for the liability. This limitation will not
            apply to a liability of the Security Trustee to the extent that it
            is not satisfied because, under this Deed by operation by law, there
            is a reduction in the extent of the Security Trustee's
            indemnification as a result of the Security Trustee's fraud,
            negligence or wilful default. Nothing in this clause 14.4 or any
            similar provision in any other Transaction Document limits or
            adversely affects the powers of the Security Trustee, any receiver
            or attorney in respect of the Charge or the Charged Property.

14.5        DEALINGS WITH TRUST

            None of the:

            (a)      (SECURITY TRUSTEE): Security Trustee in any capacity;

            (b)      (RELATED BODIES CORPORATE): Related Bodies Corporate of the
                     Security Trustee;

            (c)      (DIRECTORS ETC.): directors or officers of the Security
                     Trustee or its Related Bodies Corporate; or

            (d)      (SHAREHOLDERS): shareholders of the Security Trustee or its
                     Related Bodies Corporate,

            is prohibited from:

            (e)      (SUBSCRIBING FOR): subscribing for, purchasing, holding,
                     dealing in or disposing of Notes;

            (f)      (CONTRACTING WITH): at any time:

                     (i)    contracting with;

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

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

                     any other of them or any Secured Creditor; or

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

            None of the persons mentioned is liable to account to the Secured
            Creditors for any profits or benefits (including, without
            limitation, bank charges, commission, exchange brokerage and fees)
            derived in connection with any contract or transaction referred to
            in paragraphs (e) or (f). The preceding provisions of this clause
            14.5 only apply if the relevant person, in connection with the
            action, contract or transaction, acts in good faith to all Secured
            Creditors.

14.6        DISCRETION OF SECURITY TRUSTEE AS TO EXERCISE OF POWERS

            Subject to any express provision to the contrary contained in this
            Deed, the Security Trustee will, as regards all the powers,
            authorities and discretions vested in it by this Deed


                                                                             39.

<PAGE>


            have absolute discretion as to the exercise of them in all
            respects and, in the absence of fraud, negligence or wilful
            default on its part, the Security Trustee will not be in any way
            responsible for any loss, costs, damages, claims or obligations
            that may result from the exercise or non-exercise of them.

14.7        DELEGATION OF DUTIES OF SECURITY TRUSTEE

            The Security Trustee must not delegate to any person any of its
            trusts, duties, powers, authorities or discretions under this Deed
            except:

            (a)      (TO MANAGER OR ISSUER TRUSTEE): to the Manager or the
                     Issuer Trustee in accordance with the provisions of this
                     Deed or any other Transaction Document;

            (b)      (RELATED BODY CORPORATE): subject to clause 14.8, to a
                     Related Body Corporate of the Security Trustee; or

            (c)      (AS OTHERWISE PERMITTED): in accordance with the provisions
                     of this Deed.

14.8        RELATED BODY CORPORATE OF THE SECURITY TRUSTEE

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


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15.         DUTIES OF THE SECURITY TRUSTEE

15.1        DUTIES OF THE SECURITY TRUSTEE LIMITED TO DUTIES IN THIS DEED

            The Security Trustee has no duties or responsibilities in its
            capacity as trustee other than those expressly set out in this Deed.

15.2        SECURITY TRUSTEE'S FURTHER DUTIES

            Subject to clause 14.1, the Security Trustee must comply with the
            duties and responsibilities imposed on it by this Deed and must:

            (a)      (ACT CONTINUOUSLY): act continuously as trustee of the
                     Security Trust until the Security Trust is terminated in
                     accordance with this Deed or until it has retired or been
                     removed in accordance with this Deed;

            (b)      (EXERCISE DILIGENCE ETC.): exercise all due diligence and
                     vigilance in carrying out its functions and duties and in
                     protecting the rights and interests of the Secured
                     Creditors;

            (c)      (HAVE REGARD TO THE INTERESTS OF SECURED CREDITORS): in the
                     exercise of all discretions vested in it by this Deed and
                     all other Transaction Documents except where expressly
                     provided otherwise, have regard to the interest of the
                     Secured Creditors as a class;

            (d)      (RETAIN THE SECURITY TRUST FUND): subject to this Deed,
                     retain the Security Trust Fund in safe custody and hold it
                     on trust for the Secured Creditors upon the terms of this
                     Deed; and

                                                                             40.

<PAGE>


            (e)      (NOT SELL ETC.): not sell, mortgage, charge or part with
                     the possession of any part or the whole of the Security
                     Trust Fund (or permit any of its officers, agents and
                     employees to do so) except as permitted or contemplated by
                     this Deed.

15.3        SECURITY TRUSTEE LIABLE FOR NEGLIGENCE ETC.

            Nothing in this Deed will in any case in which the Security Trustee
            has failed to show the degree of care and diligence required of it
            as Security Trustee (having regard to the provisions of this Deed
            conferring on the Security Trustee any duties, powers, trusts,
            authorities or discretions, including any provisions relieving the
            Security Trustee of specified responsibilities) relieve or indemnify
            it from or against any liability for fraud, negligence or wilful
            default.

15.4        NO LIABILITY FOR TRANSACTION DOCUMENTS

            The Security Trustee has no responsibility for the form or content
            of this Deed or any other Transaction Document and will have no
            liability arising in connection with any inadequacy, invalidity or
            unenforceability (other than as a result of a breach of this Deed by
            the Security Trustee) of any provision of this Deed or any
            Transaction Document.

15.5        RESOLUTION OF CONFLICTS

            (a)      (RESOLVE CONFLICTS IN FAVOUR OF THE NOTEHOLDERS): Subject
                     to the provisions of this Deed, if there is at any time in
                     the Security Trustee's opinion, with respect to enforcement
                     or the exercise of any of the Security Trustee's duties,
                     powers or discretions, a conflict between the interests of
                     any Secured Creditor or class of Secured Creditor (on the
                     one hand) and the interests of the Noteholders as a whole
                     (on the other hand), the Security Trustee must give
                     priority to the interests of the Noteholders as a whole.

            (b)      (RESOLVE CONFLICTS IN FAVOUR OF THE SENIOR NOTEHOLDERS):
                     Subject to the provisions of this Deed (other than clause
                     15.5(a)), the Security Trustee must give priority to the
                     interests only of the Senior Noteholders if, in the
                     Security Trustee's opinion, there is a conflict between the
                     interests of the Senior Noteholders (on the one hand) and
                     the A$ Class B Noteholders or the other persons entitled to
                     the benefit of the Charge (on the other hand) (in relation
                     to which in determining the interests of the Class A
                     Noteholders the Security Trustee may rely on a
                     determination of the Note Trustee).

            (c)      (NO LIABILITY): Provided that the Security Trustee acts in
                     good faith, it will not incur any liability to any Secured
                     Creditor for giving effect to paragraph (a) or (b).


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16.         INDEMNITY BY ISSUER TRUSTEE

16.1        INDEMNITY

            Subject to this Deed and without prejudice to any right of indemnity
            given by law, the Security Trustee, the Manager, the Note Trustee,
            the Receiver or attorney or other person appointed under this Deed
            (including, without limitation, any person appointed by the Security
            Trustee, the Manager, the Note Trustee or the Receiver or any person
            to whom any duties, powers, trusts, authorities or discretions may
            be delegated by the Security Trustee, the Manager, the Note Trustee,
            or the Receiver) ("APPOINTEE") will be indemnified by the Issuer
            Trustee against all loss, liabilities and expenses properly incurred
            by the Security Trustee, the Manager, the Note Trustee, the
            Receiver, attorney or appointee


                                                                             41.

<PAGE>


            (as the case may be) in the execution or purported execution of
            any duties, powers, trusts, authorities or discretions vested in
            such persons pursuant to this Deed including, without limitation,
            all liabilities and expenses consequent upon any mistake or
            oversight, error of judgment or want of prudence on the part of
            such persons and against all actions, proceedings, costs, claims
            and demands in respect of any matter or thing properly done or
            omitted in any way relating to this Deed, unless any of the
            foregoing is due to actual fraud, negligence or wilful default on
            the part of the Security Trustee, the Manager, the Note Trustee,
            the Receiver, attorney or appointee (as the case may be). The
            Security Trustee may in priority to any payment to the Secured
            Creditors retain and pay out of any moneys in its hands upon the
            trusts of this Deed all sums necessary to effect such indemnity
            including, without limitation, the amount of any such liabilities
            and expenses, and also any remuneration outstanding to the
            Security Trustee under clause 19.1.

16.2        EXTENT OF SECURITY TRUSTEE'S INDEMNITY

            The Security Trustee is entitled to be indemnified by the Issuer
            Trustee for:

            (a)      (REGISTRATION ETC. COSTS): the costs, charges and expenses
                     (including legal costs and expenses at the usual commercial
                     rates of the relevant legal services provider) of the
                     Security Trustee in connection with the negotiation,
                     preparation, execution, stamping, registration and
                     completion of this Deed, any deed amending this Deed and
                     the Charge;

            (b)      (COSTS OF WAIVER ETC.): the costs, charges and expenses
                     (including legal costs and expenses at the usual commercial
                     rates of the relevant legal services provider) of the
                     Security Trustee in connection with any consent, exercise
                     or non-exercise of rights or powers or performance of
                     obligations (including without limitation, in connection
                     with the contemplated or actual enforcement or preservation
                     of any rights or powers or performance of obligations under
                     this Deed), production of title documents, waiver,
                     variation, release or discharge in connection with the
                     Charge or the Charged Property;

            (c)      (TAXES): Taxes and fees (including, without limitation,
                     registration fees) and fines and penalties in respect of
                     fees, which may be payable or determined to be payable in
                     connection with this Deed or a payment or receipt or any
                     other transaction contemplated by this Deed; and

            (d)      (LEGAL COSTS): without limiting the generality of clause
                     16.2(b), all legal costs and disbursements (at the usual
                     commercial rates of the relevant legal services provider)
                     and all other costs, disbursements, outgoings and expenses
                     of the Security Trustee in connection with the initiation,
                     carriage and settlement of any court proceedings
                     (including, without limitation, proceedings against the
                     Issuer Trustee arising from any neglect, breach or default
                     by the Issuer Trustee under this Deed) in respect of this
                     Deed.

16.3        COSTS OF EXPERTS

            The liabilities and expenses referred to in clause 16.2 include,
            without limitation, those payable to any independent consultant or
            other person appointed to evaluate any matter of concern (including,
            without limitation, any person consulted by the Security Trustee
            pursuant to clause 14.3(b)), any agent of the Security Trustee, any
            Receiver or any attorney appointed under this Deed, and, in the case
            of the Security Trustee, its administration costs in connection with
            any event referred to in clause 16.2.


                                                                             42.

<PAGE>


16.4        NON-DISCHARGE

            Unless otherwise specifically stated in any discharge of the
            Security Trust, the provisions of this clause 16 will continue in
            full force and effect despite such discharge.

16.5        RETENTION OF LIEN

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


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17.         MEETINGS OF VOTING SECURED CREDITORS

17.1        MEETINGS REGULATED BY THE ANNEXURE

            The provisions of the Annexure will apply to all meetings of Voting
            Secured Creditors and to the passing of resolutions at those
            meetings.

17.2        LIMITATION ON SECURITY TRUSTEE'S POWERS

            Save as provided for in this Deed, the Security Trustee will not
            assent or give effect to any matter which a meeting of Voting
            Secured Creditors is empowered by Extraordinary Resolution to do,
            unless the Security Trustee has previously been authorised to do so
            by an Extraordinary Resolution of Voting Secured Creditors. Nothing
            in this Deed prevents the Security Trustee taking such action as it
            considers appropriate to enforce any rights of indemnity or
            reimbursement.


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18.         CONTINUING SECURITY AND RELEASES

18.1        LIABILITY PRESERVED

            Notwithstanding any payout figure quoted or other form of account
            stated by the Security Trustee and notwithstanding the rule in
            Groongal Pastoral Company Limited (In Liquidation) v. Falkiner
            (1924) 35 CLR 157, no grant of full or partial satisfaction of or
            discharge from this Deed by the Security Trustee will release the
            Issuer Trustee under this Deed until all the Secured Moneys have in
            fact been received by the Security Trustee and are not liable for
            whatever reason to be disgorged notwithstanding that such quotation
            or statement of account may have arisen from the mistake negligence,
            error of law or error of fact of the Security Trustee its servants
            or agents.

18.2        ISSUER TRUSTEE'S LIABILITY NOT AFFECTED

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

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

            (b)      (DELAY IN RECOVERY): the Security Trustee failing or
                     neglecting to recover by the realisation of any other
                     security or otherwise any of the Secured Moneys;

            (c)      (LACHES): any other laches, acquiescence, delay, act,
                     omission or mistake on the part of the Security Trustee or
                     any other person; or

                                                                             43.

<PAGE>


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

18.3        WAIVER BY ISSUER TRUSTEE

            The Issuer Trustee waives in favour of the Security Trustee:

            (a)      (ALL RIGHTS NECESSARY TO GIVE EFFECT TO DEED): all rights
                     whatsoever against the Security Trustee and any other
                     person estate or assets to the extent necessary to give
                     effect to anything in this Deed;

            (b)      (PROMPTNESS AND DILIGENCE): promptness and diligence on the
                     part of the Security Trustee and any other requirement that
                     the Security Trustee take any action or exhaust any right
                     against any other person before enforcing this Deed; and

            (c)      (ALL RIGHTS INCONSISTENT WITH DEED): all rights
                     inconsistent with the provisions of this Deed including any
                     rights as to contribution or subrogation which the Issuer
                     Trustee might otherwise be entitled to claim or enforce.


--------------------------------------------------------------------------------
19.         REMUNERATION AND RETIREMENT OF SECURITY TRUSTEE

19.1        REMUNERATION

            Subject to clause 28 the Security Trustee is to be remunerated by
            the Issuer Trustee for acting as trustee under this Deed whether
            before or after the occurrence of an Event of Default, at the rate
            agreed from time to time between the Manager, the Security Trustee
            and the Issuer Trustee. Any variation to the rate of the Security
            Trustee's remuneration under this clause 19.1 will only be effective
            if each Current Rating Authority has been notified and confirms that
            such a variation in the rate will not result in a reduction,
            withdrawal or qualification of any ratings then assigned by it to
            the Notes.

19.2        MANDATORY RETIREMENT OF SECURITY TRUSTEE

            The Security Trustee covenants that it will retire as Security
            Trustee if:

            (a)      (INSOLVENCY): an Insolvency Event occurs in relation to the
                     Security 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 hold as trustee);

            (b)      (CEASES TO CARRY ON BUSINESS): it ceases to carry on
                     business;

            (c)      (RELATED ISSUER TRUSTEE RETIRES): a Related Body Corporate
                     of it retires as trustee of the Funds under clause 19.1 of
                     the Trust Deed or is replaced as trustee of the Funds under
                     clause 19.2 of the Trust Deed and the Manager requires the
                     Security Trustee by notice in writing to retire;

            (d)      (VOTING SECURED CREDITORS REQUIRE RETIREMENT): an
                     Extraordinary Resolution requiring its retirement is passed
                     at a meeting of Voting Secured Creditors;

            (e)      (BREACH OF DUTY): when required to do so by the Manager or
                     the Issuer Trustee by notice in writing, it fails or
                     neglects within 14 days after receipt of such notice to
                     carry out or satisfy any material duty imposed on it by
                     this Deed in respect of the Security Trust; or


                                                                             44.

<PAGE>


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

19.3        REMOVAL BY MANAGER

            If, an event referred to in clause 19.2 occurs and the Security
            Trustee does not retire immediately after that event, the Manager is
            entitled, and must forthwith, give written notice to the Security
            Trustee of its removal from office. Such removal is to take effect
            on the date of such notice, or if no substitute Security Trustee has
            been appointed at such time, such removal shall take effect on the
            date of appointment of a Substitute Security Trustee under this
            clause 19.3 On the mandatory retirement or removal of the Security
            Trustee under the respective provisions of clause 19.2 or this
            clause 19.3:

            (a)      (NOTIFY CURRENT RATING AUTHORITIES): the Manager must
                     promptly notify the Current Rating Authorities and the Note
                     Trustee of such retirement or removal; and

            (b)      (APPOINT SUBSTITUTE SECURITY TRUSTEE): subject to any
                     approval required by law, the Issuer Trustee is entitled to
                     and must use its best endeavours to appoint in writing some
                     other suitably qualified person which is approved by the
                     Current Rating Authorities to be the Substitute Security
                     Trustee (such appointment is to take effect on the date of
                     removal of the then Security Trustee under clause 19.3). If
                     the Issuer Trustee does not appoint a Substitute Security
                     Trustee as soon as reasonably practicable upon notice being
                     given under clause 19.3, the Manager may appoint a
                     Substitute Security Trustee approved by the Current Rating
                     Authorities (such appointment is to take effect on the date
                     of removal of the then Security Trustee under clause 19.3).

19.4        SECURITY TRUSTEE MAY RETIRE

            The Security Trustee may retire as trustee under this Deed upon
            giving 3 months notice in writing to the Issuer Trustee, the
            Manager, the Note Trustee and the Current Rating Authorities or such
            lesser time as the Manager, the Issuer Trustee, the Security Trustee
            and the Note Trustee agree. Upon such retirement, the Security
            Trustee, subject to any approval required by law, may appoint in
            writing any other suitably qualified person who is approved by the
            Current Rating Authorities and the Manager, which approval must not
            be unreasonably withheld by the Manager, as Security Trustee in its
            stead. If the Security Trustee does not propose a replacement by the
            date which is 1 month prior to the date of its proposed retirement,
            the Manager is entitled to appoint a Substitute Security Trustee,
            which must be a suitably qualified person who is approved by the
            Current Rating Authorities, as of the date of the proposed
            retirement. The retirement of the retiring Security Trustee will
            take effect upon the earlier to occur of:

            (a)      (EXPIRY OF 3 MONTH PERIOD): the expiry of a 3 month period
                     commencing on the date of notification of retirement of the
                     trustee of the Funds under the Trust Deed; and

            (b)      (APPOINTMENT OF A SUBSTITUTE SECURITY TRUSTEE): the
                     appointment of a Substitute Security Trustee.

19.5        APPOINTMENT OF SUBSTITUTE SECURITY TRUSTEE BY SECURED CREDITORS

            If a Substitute Security Trustee has not been appointed under
            clauses 19.3 or 19.4 at a time

                                                                             45.

<PAGE>


            when the position of Security Trustee becomes vacant in accordance
            with those clauses, the Manager must act as Security Trustee in
            accordance with the terms of this Deed and must promptly convene a
            meeting of all Voting Secured Creditors at which 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 total Voting Entitlements at the time, appoint any person
            nominated by any of them to act as Security Trustee. The Manager
            is entitled to receive the fee payable in accordance with clause
            19.1 for the period during which the Manager acts as Security
            Trustee pursuant to this clause 19.

19.6        RELEASE OF SECURITY TRUSTEE

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

19.7        VESTING OF SECURITY TRUST FUND IN SUBSTITUTE SECURITY TRUSTEE

            The Security Trustee, on its retirement or removal, must vest the
            Security Trust Fund or cause them to be vested in the Substitute
            Security Trustee and must deliver and assign to the Substitute
            Security Trustee as appropriate all books, documents, records and
            other property whatsoever relating to the Security Trust Fund.

19.8        SUBSTITUTE SECURITY TRUSTEE TO EXECUTE DEED

            Each Substitute Security Trustee must upon its appointment execute a
            deed in such form as the Manager may require whereby such Substitute
            Security Trustee must undertake to the Secured Creditors jointly and
            severally to be bound by all the covenants on the part of the
            Security Trustee under this Deed from the date of such appointment.

19.9        CURRENT RATING AUTHORITIES ADVISED

            The Manager must promptly:

            (a)      (RETIREMENT): approach and liaise with the Current Rating
                     Authorities in respect of any consents required from the
                     Current Rating Authorities to the replacement of the
                     Security Trustee pursuant to this clause 19;

            (b)      (CHANGE OF OWNERSHIP): notify the Current Rating
                     Authorities of it becoming aware of a change in ownership
                     of 50% or more of the issued equity share capital of the
                     Security Trustee from the position as at the date of this
                     Deed or effective control of the Security Trustee altering
                     from the date of this Deed; and

            (c)      (APPROVAL FOR CHANGE IN OWNERSHIP): notify the Current
                     Rating Authorities and the Note Trustee of any approvals
                     given by the Manager pursuant to clause 19.2(f).


                                                                             46.

<PAGE>


19.10       COSTS OF RETIREMENT OR REMOVAL

            The Security Trustee will pay its own costs and expenses in relation
            to its retirement pursuant to clause 19.2 or its removal pursuant to
            clause 19.3.


--------------------------------------------------------------------------------
20.         ASSURANCE

20.1        FURTHER ASSURANCE

            The Issuer Trustee will and will procure that all persons having or
            claiming any estate or interest in the Charged Property will at any
            time now or in the future upon the request of the Security Trustee
            and at the cost of the Issuer Trustee, make, do and execute or cause
            to be made, done and executed all such actions, documents and
            assurances which are necessary or appropriate:

            (a)      (TO SECURE THE SECURED MONEYS): to more satisfactorily
                     secure to the Security Trustee the payment of the Secured
                     Moneys;

            (b)      (TO ASSURE THE CHARGED PROPERTY): to assure or more
                     satisfactorily assure the Charged Property to the Security
                     Trustee;

            (c)      (AS DIRECTED): as the Security Trustee may direct; or

            (d)      (APPOINTMENT OF SUBSTITUTE SECURITY TRUSTEE): for a
                     Substitute Security Trustee appointed under clause 19 to
                     obtain the benefit of this Deed,

            and in particular will, whenever requested by the Security Trustee,
            execute in favour of the Security Trustee such legal mortgages,
            transfers, assignments or other assurances of all or any part of the
            Charged Property in such form and containing such powers and
            provisions as the Security Trustee requires.

20.2        POSTPONEMENT OR WAIVER OF SECURITY INTERESTS

            The Issuer Trustee will (and the Manager will give all necessary
            directions to enable the Issuer Trustee to) if required by the
            Security Trustee immediately cause:

            (a)      (POSTPONE OTHER SECURITY INTERESTS): any Security Interest
                     (other than a Prior Interest) which has arisen or which
                     arises from time to time by operation of law over the
                     Charged Property in favour of any person including the
                     Issuer Trustee to be at the Security Trustee's option
                     postponed in all respects after and subject to this Deed or
                     to be otherwise discharged, released or terminated; and

            (b)      (DISCHARGE OF SECURED MONEYS): any borrowing or other
                     obligation secured by any such Security Interest at the
                     Security Trustee's option to be waived, released, paid or
                     performed.

20.3        REGISTRATION OF CHARGE

            The Manager will at its own expense ensure that this Deed is
            promptly registered as a charge on any appropriate register to the
            extent and within such time limits as may be prescribed by law so as
            to ensure the full efficacy of this Deed as a security to the
            Security Trustee in all jurisdictions in which any part of the
            Charged Property may now or at any time during the continuance of
            this Deed be located, in which the Issuer Trustee may carry on any
            business or in which the Issuer Trustee is or may become resident or
            registered.


                                                                             47.

<PAGE>


20.4        CAVEATS

            The Issuer Trustee is not obliged to do anything under this clause
            20 to enable the Security Trustee to, and the Security Trustee must
            not, lodge a caveat to record its interest in the Charged Property
            at the land titles office in any State or Territory, unless the
            Charge has taken effect as a fixed charge.


--------------------------------------------------------------------------------
21.         PAYMENTS

21.1        MONEYS REPAYABLE AS AGREED OR ON DEMAND

            Unless otherwise agreed, pursuant to the terms of any Secured
            Moneys, the Secured Moneys are payable by the Issuer Trustee to the
            Security Trustee in Australian dollars immediately upon demand by
            the Security Trustee.

21.2        NO SET-OFF OR DEDUCTION

            All payments by the Issuer Trustee of any moneys forming part of the
            Secured Moneys are to be free of any set-off or counterclaim and
            without deduction or withholding for any present or future Taxes
            unless the Issuer Trustee is compelled by law to deduct or withhold
            the same, in which event the Issuer Trustee will, pay to the
            Security Trustee such additional amounts necessary to enable the
            Security Trustee to receive after all deductions and withholdings
            for such Taxes a net amount equal to the full amount which would
            otherwise have been payable under this Deed had no such deduction or
            withholding been required to be made.


--------------------------------------------------------------------------------
22.         DISCHARGE OF A CHARGE

22.1        RELEASE

            Upon proof being given to the reasonable satisfaction of the
            Security Trustee that all Secured Moneys have been paid in full,
            including that all costs, charges, moneys and expenses incurred by
            or payable to or at the direction of the Security Trustee, the
            Receiver or any attorney appointed under this Deed have been paid
            and upon adequate provision having been made to the reasonable
            satisfaction of the Security Trustee of all costs, charges, moneys
            and expenses reasonably likely thereafter to be incurred by or
            payable to or at the direction of the Security Trustee, the Receiver
            or any attorney appointed under this Deed, then the Security Trustee
            will at the request of the Manager or the Issuer Trustee, and at the
            cost of the Issuer Trustee, release the Charged Property from the
            Charge and this Deed.

22.2        CONTINGENT LIABILITIES

            The Security Trustee is under no obligation to grant a release of
            the Charge or this Deed unless at the time such release is sought:

            (a)      (NO SECURED MONEYS OWING): none of the Secured Moneys are
                     contingently or prospectively owing except where there is
                     no reasonable likelihood of the contingent or prospective
                     event occurring; and

            (b)      (NO LIABILITIES): the Security Trustee has no contingent or
                     prospective liabilities whether or not there is any
                     reasonable likelihood of such liabilities becoming actual
                     liabilities in respect of any bills, notes, drafts,
                     cheques, guarantees, letters of credit or other instruments
                     or documents issued, drawn, endorsed or accepted by the
                     Security Trustee for the account or at the request of the
                     Issuer Trustee.


                                                                             48.

<PAGE>


22.3        CHARGE REINSTATED

            If any claim is made by any person that any moneys applied in
            payment or satisfaction of the Secured Moneys must be repaid or
            refunded under any law (including, without limit, any law relating
            to preferences, bankruptcy, insolvency or the winding up of bodies
            corporate) and the Charge has already been discharged, the Issuer
            Trustee will, at the Issuer Trustee's expense, promptly do, execute
            and deliver, and cause any relevant person to do, execute and
            deliver, all such acts and instruments as the Security Trustee may
            require to reinstate this Charge. This clause will survive the
            discharge of the Charge unless the Security Trustee agrees otherwise
            in writing.


--------------------------------------------------------------------------------
23.         NOTE TRUSTEE

23.1        CAPACITY

            The Note Trustee is a party to this Deed in its capacity as trustee
            for the Class A Noteholders from time to time under the Note Trust
            Deed.

23.2        EXERCISE OF RIGHTS

            Except as otherwise provided in this Deed and in the Note Trust
            Deed:

            (a)      (ONLY BY NOTE TRUSTEE): the rights, remedies and
                     discretions of the Class A Noteholders under this Deed
                     including all rights to vote or give instructions or
                     consent to the Security Trustee and to enforce any
                     undertakings or warranties under this Deed, may only be
                     exercised by the Note Trustee on behalf of the Class A
                     Noteholders in accordance with the Note Trust Deed; and

            (b)      (LIMITED RIGHT OF ENFORCEMENT BY NOTEHOLDERS): the Class A
                     Noteholders may only exercise enforcement rights in respect
                     of the Charged Property through the Note Trustee and only
                     in accordance with this Deed.

23.3        INSTRUCTIONS OR DIRECTIONS

            The Security Trustee may rely on any instructions or directions
            given to it by the Note Trustee as being given on behalf of all the
            Class A Noteholders from time to time and need not inquire whether
            any such instructions or directions are in accordance with the Note
            Trust Deed, whether the Note Trustee or the Class A Noteholders from
            time to time have complied with any requirements under the Note
            Trust Deed or as to the reasonableness or otherwise of the Note
            Trustee.

23.4        PAYMENTS

            Any payment to be made to a Class A Noteholder under this Deed may
            be made to an account in the name of "PUMA Global Trust No. 3" (or
            such other account as may be determined by the Manager and notified
            to the Note Trustee, Issuer and each Paying Agent (as defined in the
            Agency Agreement), from time to time) with the Note Trustee or a
            Paying Agent on behalf of that Class A Noteholder.

23.5        NOTICES

            Any notice to be given to a Noteholder under this Deed may be given
            to the Note Trustee on behalf of that Noteholder. Any costs to the
            Note Trustee of publishing such notice to the Noteholders will,
            subject to clause 28, be reimbursed by the Issuer Trustee to the
            Note Trustee.


                                                                             49.

<PAGE>


23.6        LIMITATION OF NOTE TRUSTEE'S LIABILITY

            The liability of the Note Trustee under this Deed is limited in the
            manner and to the same extent as under the Note Trust Deed.


--------------------------------------------------------------------------------
24.         AMENDMENT

24.1        AMENDMENT BY SECURITY TRUSTEE

            Subject to this clause 24 and to any approval or consent required by
            law (including, without limitation, the United States Trust
            Indenture Act of 1939) and under clause 24.2, the Security Trustee,
            the Manager, the Note Trustee and the Issuer Trustee may together
            agree by way of supplemental deed to alter, add to or revoke any
            provision of this Deed (including this clause 24), so long as such
            alteration, addition or revocation:

            (a)      (NECESSARY OR EXPEDIENT): in the opinion of the Security
                     Trustee or of a barrister or solicitor instructed by the
                     Security Trustee, is necessary or expedient to comply with
                     the provisions of any Statute or regulation or with the
                     requirements of any Governmental Agency;

            (b)      (MANIFEST ERROR): in the opinion of the Security Trustee is
                     made to correct a manifest error or ambiguity or is of a
                     formal, technical or administrative nature only;

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

            (d)      (OTHERWISE DESIRABLE): in the opinion of the Security
                     Trustee and the Issuer Trustee is otherwise desirable for
                     any reason,

            provided that the Security Trustee, the Manager, the Note Trustee
            and the Issuer Trustee may not alter, add to or revoke any provision
            of this Deed unless the Manager has notified the Current Rating
            Authorities 5 Business Days in advance.

24.2        CONSENT REQUIRED

            If any alteration, addition or revocation referred to in clause
            24.1(d) would, if it were an Extraordinary Resolution of the Voting
            Secured Creditors, require any consent to be effective under clause
            14 of the Annexure, the alteration, addition or revocation may be
            effected only if the relevant consent is obtained in accordance with
            such clause. Nothing in this clause limits the operation of the
            proviso in clause 24.1.

24.3        CONSENT TO PAYMENT MODIFICATION IN RELATION TO NOTES

            If any alteration, addition or revocation referred to in clause 24.1
            effects or purports to effect a Payment Modification (as defined in
            the Note Trust Deed) it will not be effective as against any Class A
            Noteholder unless consented to by that Class A Noteholder.


                                                                             50.

<PAGE>


24.4        NO CURRENT RATING AUTHORITY DOWNGRADE

            The Security Trustee will be entitled to assume that any proposed
            alteration, addition or revocation referred to in clause 24.1 (other
            than a Payment Modification), if effected, will not be materially
            prejudicial to the interests of a class of Noteholders or all
            Noteholders if each Current Rating Authority confirms in writing
            that if the alteration, addition or revocation is effected it will
            not lead to a reduction, qualification or withdrawal of the then
            rating assigned to the class of Notes by the Current Rating
            Authority. The Note Trustee will be entitled to assume that any
            proposed alteration, addition or revocation (other than a Payment
            Modification), if effected, will not be materially prejudicial to
            the interests of Noteholders if each Current Rating Authority
            confirms in writing that if the alteration, addition or revocation
            is effected this will not lead to a reduction, qualification or
            withdrawal of the then rating given, respectively, to the Notes by
            the Current Rating Authority.

24.5        DISTRIBUTION OF AMENDMENTS

            The Manager must distribute to all Secured Creditors a copy of any
            amendment made pursuant to clause 24.1 as soon as reasonably
            practicable after the amendment has been made.


--------------------------------------------------------------------------------
25.         EXPENSES AND STAMP DUTIES

25.1        EXPENSES

            Subject to clause 28 the Issuer Trustee will on demand reimburse the
            Security Trustee and the Note Trustee for and keep the Security
            Trustee and the Note Trustee indemnified against all expenses
            including legal costs and disbursements (at the usual commercial
            rates of the relevant legal services provider) incurred by the
            Security Trustee and the Note Trustee (as the case may be) in
            connection with:

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

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

            (c)      (INQUIRIES OF GOVERNMENTAL AGENCY): any inquiry by a
                     Governmental Agency concerning the Issuer Trustee or the
                     Charged Property or a transaction or activity the subject
                     of the Transaction Documents.

25.2        STAMP DUTIES

            (a)      (ISSUER TRUSTEE MUST PAY): The Issuer Trustee will pay all
                     stamp, loan, transaction, registration and similar Taxes
                     including fines and penalties, financial institutions duty
                     and federal debits tax which may be payable to or required
                     to be paid by any appropriate authority or determined to be
                     payable in connection with the execution, delivery,
                     performance or enforcement of this Deed or any payment,
                     receipt or other transaction contemplated in this Deed.

            (b)      (ISSUER TRUSTEE MUST INDEMNIFY): The Issuer Trustee will
                     indemnify and keep indemnified each of the Security Trustee
                     and the Note Trustee against any loss


                                                                             51.

<PAGE>


                     or liability incurred or suffered by it as a result of the
                     delay or failure by the Issuer Trustee to pay such Taxes.


--------------------------------------------------------------------------------
26.         GOVERNING LAW AND JURISDICTION

26.1        GOVERNING LAW

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

26.2        JURISDICTION

            (a)      (SUBMISSION TO JURISDICTION): The Issuer Trustee, the
                     Security Trustee, the Manager and each of the Secured
                     Creditors each irrevocably submits to and accepts generally
                     and unconditionally the non-exclusive jurisdiction of the
                     courts and appellate courts of the State of New South Wales
                     with respect to any legal action or proceedings which may
                     be brought at any time relating in any way to this Deed.

            (b)      (WAIVER OF INCONVENIENT FORUM): The Issuer Trustee, the
                     Security Trustee, the Manager and each of the Secured
                     Creditors each irrevocably waives any objection it may now
                     or in the future have to the venue of any such action or
                     proceedings brought in such courts and any claim it may now
                     or in the future have that any such action or proceedings
                     have been brought in an inconvenient forum.


--------------------------------------------------------------------------------
27.         NOTICES

27.1        METHOD OF DELIVERY

            Subject to this clause, any notice, request, certificate, approval,
            demand, consent or other communication to be given under this Deed
            must:

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

            (b)      (IN WRITING): be in writing; and

            (c)      (DELIVERY): be in the case of a party to this Deed or any
                     Secured Creditor other than a Noteholder:

                     (i)    left at the address of the addressee;

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

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

            Any notice, request, certificate, approval, demand, consent or other
            communication to be given under this Deed to a Class A Noteholder
            will be effectively given if it is given to the Note Trustee in
            accordance with this clause and to an A$ Noteholder will be
            effectively given if sent to the address thereof then appearing in
            the Register.

27.2        DEEMED RECEIPT

            A notice, request, certificate, demand, consent or other
            communication under this Deed is deemed to have been received:

                                                                             52.

<PAGE>


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

            (b)      (POST): where sent by post, on the 3rd (7th if outside
                     Australia) day after posting; and

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

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


--------------------------------------------------------------------------------
28.         CHARGOR'S LIMITED LIABILITY

28.1        LIMITATION ON ISSUER TRUSTEE'S LIABILITY

            The Issuer Trustee enters into this Deed only in its capacity as
            trustee of the PUMA Trust and in no other capacity. A liability
            incurred by the Issuer Trustee acting in its capacity as trustee of
            the PUMA Trust arising under or in connection with this Deed is
            limited to and can be enforced against the Issuer Trustee only to
            the extent to which it can be satisfied out of assets of the PUMA
            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 this Deed (other than clause
            28.3) 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 this Deed.

28.2        CLAIMS AGAINST ISSUER TRUSTEE

            The Security Trustee, the Manager and each Secured Creditor may not
            sue the Issuer Trustee in respect of liabilities incurred by the
            Issuer Trustee acting in its capacity as trustee of the PUMA Trust
            in any capacity other than as trustee of the PUMA Trust, including
            seeking the appointment of a receiver, (except in relation to assets
            of the PUMA Trust) a liquidator, an administrator, or any similar
            person to the Issuer Trustee or prove in any liquidation,
            administration or arrangements of or affecting the Issuer Trustee
            (except in relation to the assets of the PUMA Trust).

28.3        BREACH OF ISSUER TRUSTEE

            The provisions of this clause 28 will not apply to any obligation or
            liability of the Issuer Trustee to the extent that it is not
            satisfied because under the Trust Deed, Sub-Fund Notice or any other
            Transaction Document or by operation of law there is a reduction in
            the extent of the Issuer Trustee's indemnification out of the assets
            of the PUMA Trust as a result of the Issuer Trustee's fraud,
            negligence or wilful default.

28.4        ACTS OR OMISSIONS

            It is acknowledged that the Relevant Parties are responsible under
            the Transaction Documents for performing a variety of obligations
            relating to the PUMA Trust. No act or omission of the Issuer Trustee
            (including any related failure to satisfy its obligations or any
            breach of representation or warranty under this Deed) will be
            considered fraudulent, negligent or a wilful default for the purpose
            of clause 28.3 to the extent to which the act or omission was caused
            or contributed to by any failure by a 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

                                                                             53.

<PAGE>


            Transaction Document) to fulfil its obligations relating to the
            PUMA Trust or by any other act or omission of any other such
            person.

28.5        NO AUTHORITY

            No attorney, agent, receiver or receiver and manager appointed in
            accordance with this Deed 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 purposes of clause 28.3.

28.6        NO OBLIGATION

            The Issuer Trustee is not obliged to enter into any commitment or
            obligation under this Deed, or any Transaction Document (including
            incur any further liability) unless the Issuer Trustee's liability
            is limited in a manner which is consistent with this clause 28 or
            otherwise in a manner satisfactory to the Issuer Trustee in its
            absolute discretion.


--------------------------------------------------------------------------------
29.         MISCELLANEOUS

29.1        ASSIGNMENT BY ISSUER TRUSTEE

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

29.2        ASSIGNMENT BY MANAGER

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

29.3        ASSIGNMENT BY SECURITY TRUSTEE

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

29.4        ASSIGNMENT BY NOTE TRUSTEE

            The Note Trustee will not assign or otherwise transfer all or any
            part of the benefit of this Deed or any of its rights, duties and
            obligations under this Deed except to a successor trustee appointed
            under and in accordance with the Note Trust Deed.

29.5        CERTIFICATE OF SECURITY TRUSTEE

            A certificate in writing signed by an Authorised Officer of the
            Security Trustee certifying the amount payable by the Issuer Trustee
            to the Security Trustee or to the Secured Creditors or certifying
            that a person identified therein is a Secured Creditor or certifying
            any other act, matter, thing or opinion relating to this Deed is
            conclusive and binding on all Interested Persons in the absence of
            manifest error on the face of the certificate or evidence to the
            contrary.

                                                                             54.

<PAGE>


29.6        CONTINUING OBLIGATION

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

29.7        SETTLEMENT CONDITIONAL

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

29.8        NO MERGER

            Neither this Deed, nor any of the Security Trustee's or the
            Receiver's powers will merge or prejudicially affect nor be merged
            in or prejudicially affected by and the Issuer Trustee's obligations
            under this Deed will not in any way be abrogated or released by any
            other security any judgment or order any contract any cause of
            action or remedy or any other matter or thing existing now or in the
            future in respect of the Secured Moneys.

29.9        INTEREST ON JUDGMENT

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

29.10       NO POSTPONEMENT

            The Security Trustee's rights under this Deed will not be
            discharged, postponed or in any way prejudiced by any subsequent
            Security Interest nor by the operation of the rules known as the
            rule in Hopkinson v. Rolt or the rule in Claytons Case.

29.11       SEVERABILITY OF PROVISIONS

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

29.12       REMEDIES CUMULATIVE

            The rights and remedies conferred by this Deed upon the Security
            Trustee and the Receiver are cumulative and in addition to all other
            rights or remedies available to the Security Trustee or the Receiver
            by Statute or by general law.

29.13       WAIVER

            A failure to exercise or enforce or a delay in exercising or
            enforcing or the partial exercise

                                                                             56.

<PAGE>


            or enforcement of any right, remedy, power or privilege under this
            Deed by the Security Trustee will not in any way preclude or
            operate as a waiver of any further exercise or enforcement of such
            right, remedy, power or privilege or the exercise or enforcement
            of any other right, remedy, power or privilege under this Deed or
            provided by law.

29.14       CONSENTS AND APPROVALS

            Where any act matter or thing under this Deed depends on the consent
            or approval of the Security Trustee then unless expressly provided
            otherwise in this Deed such consent or approval may be given or
            withheld in the absolute and unfettered discretion of the Security
            Trustee and may be given subject to such conditions as the Security
            Trustee thinks fit in its absolute and unfettered discretion.

29.15       WRITTEN WAIVER, CONSENT AND APPROVAL

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

29.16       TIME OF ESSENCE

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

29.17       MORATORIUM LEGISLATION

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

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

            (b)      (DELAY EXERCISE OF POWERS): to delay or otherwise prevent
                     or prejudicially affect the exercise of any powers
                     conferred on the Security Trustee or the Receiver under
                     this Deed,

            are expressly waived negatived and excluded.

29.18       DEBIT ACCOUNTS

            The Issuer Trustee authorises the Security Trustee at any time after
            the Charge becomes enforceable pursuant to the provisions of this
            Deed, to apply without prior notice any credit balance whether or
            not then due to which the Issuer Trustee is at any time entitled on
            any account at any office of the Security Trustee in or towards
            satisfaction of any sum then due and unpaid from the Issuer Trustee
            to the Security Trustee under this Deed or on any other account
            whatsoever and the Issuer Trustee further authorises the Security
            Trustee without prior notice to set-off any amount owing whether
            present or future actual contingent or prospective and on any
            account whatsoever by the Security Trustee to the Issuer Trustee
            against any of the Secured Moneys. The Security Trustee is not
            obliged to exercise any of its rights under this clause, which are
            without prejudice and in addition to any right of set-off,
            combination of accounts, lien or other right to which it is at any
            time otherwise entitled whether by operation of law contract or
            otherwise.

29.19       SET-OFF

            No Secured Creditor may set-off or apply any sum or debt in any
            currency (whether or not

                                                                             56.

<PAGE>


            matured) in any account comprised in the Charged Property towards
            satisfaction of any amount that would otherwise form part of the
            Secured Moneys.

29.20       BINDING ON EACH SIGNATORY

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

29.21       COUNTERPARTS

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


                                                                             57.

<PAGE>


EXECUTED as a deed.

<TABLE>
<CAPTION>
<S>                                                                <C>
SIGNED SEALED AND DELIVERED for and on behalf of
PERPETUAL TRUSTEE COMPANY LIMITED, ABN 42 001 001 007 by

its Attorney under a Power of Attorney dated                        -----------------------------------------------
and registered Book               No.             and
the Attorney declares that the Attorney has not received            Signature
any notice of the revocation of such Power of Attorney
in the presence of:



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

Signature of Witness




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

Name of Witness in full


SIGNED SEALED AND DELIVERED for and on
behalf of MACQUARIE SECURITISATION LIMITED,
ABN 16 003 297 336 by                                               -----------------------------------------------
and
(its Attorneys) under a Power of Attorney dated                     Signature
and registered Book            No.            and
each Attorney declares that he or she has not
received any notice of the revocation of such
Power of Attorney in the presence of:

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

                                                                    Signature





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

Signature of Witness



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

Name of Witness in full







                                                                             58.

<PAGE>


<CAPTION>
<S>                                                                <C>
SIGNED SEALED AND DELIVERED for and on
behalf of PERPETUAL TRUSTEES AUSTRALIA
LIMITED, ABN 86 000 431 827 by

its Attorney under a Power of Attorney dated                       -----------------------------------------------
and registered Book           No.         and
the Attorney declares that the Attorney has not                    Signature
received any notice of the revocation of such
Power of Attorney in the presence of:







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

Signature of Witness



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

Name of Witness in full




SIGNED SEALED AND DELIVERED for THE BANK
OF NEW YORK by its Authorised Signatory in the
presence of:




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

Signature of Witness                                               Authorised Signatory



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

Name of Witness in full                                            Name of Authorised Signatory



</TABLE>


                                                                             59.


<PAGE>


THIS IS THE ANNEXURE REFERRED TO IN A SECURITY TRUST DEED BETWEEN PERPETUAL
TRUSTEES AUSTRALIA LIMITED, THE BANK OF NEW YORK, NEW YORK BRANCH, MACQUARIE
SECURITISATION LIMITED AND PERPETUAL TRUSTEE COMPANY LIMITED

--------------------------------------------------------------------------------
               PROVISIONS FOR MEETINGS OF VOTING SECURED CREDITORS

1.           Definitions and incorporation of terms

       In this Annexure, unless specified otherwise or the context indicates a
       contrary intention:

       (a)    words and expressions which are defined in or by virtue of clause
              1 of the abovementioned Security Trust Deed (the "SECURITY TRUST
              DEED") have the same meanings in this Annexure;

       (b)    a "HOLDER" in relation to Secured Moneys will be construed as
              including a Noteholder in relation to any outstanding Notes; and

       (c)    references to clauses are references to clauses in this Annexure.

2.     CONVENING OF MEETINGS

       (a)    (MEETING AT ANY TIME): The Security Trustee, the Issuer Trustee or
              the Manager at any time may convene a meeting of the Voting
              Secured Creditors.

       (b)    (MEETING ON REQUEST): Subject to the Security Trustee being
              indemnified to its reasonable satisfaction against all costs and
              expenses occasioned thereby, the Security Trustee will convene a
              meeting of the Voting Secured Creditors if requested to do so by
              Voting Secured Creditors who hold between them Voting Entitlements
              comprising an aggregate number of votes which is no less than 10%
              of the aggregate number of votes comprising the Voting
              Entitlements of all Voting Secured Creditors at that time.

       (c)    (TIME AND PLACE APPROVED BY SECURITY TRUSTEE):

              (i)    Every meeting of Voting Secured Creditors will be held at
                     such time and place as the Security Trustee approves (or,
                     failing such approval by the Security Trustee within a
                     reasonable period, as approved by the Manager), provided
                     that, subject to paragraphs (ii) and (iii) and clause 4,
                     any such meeting shall not be held until the Note Trustee
                     has had, in its opinion, sufficient time to either seek
                     directions from the Class A Noteholders or to determine
                     that it need not seek those directions, in each case in
                     accordance with clause 7 of the Note Trust Deed.

              (ii)   Upon receiving notice of a meeting of the Voting Secured
                     Creditors, the Note Trustee (if applicable) will as soon as
                     practicable comply with clause 7 of the Note Trust Deed.

              (iii)  The proviso in sub-paragraph (i) does not apply if:

                     A.     the Note Trustee, in its absolute discretion, so
                            decides; or

                     B.     there are then no Class A Notes outstanding.

       (d)    (MEETINGS IN MORE THAN ONE PLACE): A meeting of Voting Secured
              Creditors may, if the Security Trustee so determines, be held at
              two or more meeting venues linked together by audio-visual
              communication equipment which, by itself or in conjunction with
              other arrangements:


                                                                             60.

<PAGE>


              (i)    gives the Voting Secured Creditors in the separate venues a
                     reasonable opportunity to participate in the proceedings;

              (ii)   enables the chairman to be aware of proceedings in each
                     such venue; and

              (iii)  enables the Voting Secured Creditors in each such venue to
                     vote on a show of hands and on a poll.

              A Voting Secured Creditor at one of the separate meeting venues is
              taken to be present at the meeting of the Voting Secured Creditors
              and is entitled to exercise all rights which a Voting Secured
              Creditor has under the Security Trust Deed and this Annexure in
              relation to a meeting of Voting Secured Creditors. Where a meeting
              of Voting Secured Creditors is held at two or more meeting venues
              pursuant to this clause 2(d), that meeting will be regarded as
              having been held at the venue determined by the chairman of the
              meeting.

       (e)    (MEETINGS ONLY IN ACCORDANCE WITH THE SECURITY TRUST DEED): A
              meeting of Voting Secured Creditors may only be convened in
              accordance with the Security Trust Deed and this Annexure.

3.     NOTICE OF MEETINGS

       (a)    (NOTICE): Subject to clauses 2(c)(i) and 4, at least 14 days'
              notice (inclusive of the day on which the notice is given and of
              the day on which the meeting is held) of a meeting of the Voting
              Secured Creditors must be given to the Voting Secured Creditors.

       (b)    (ACCIDENTAL OMISSION DOES NOT INVALIDATE): The accidental omission
              to give notice to or the non-receipt of notice by any Voting
              Secured Creditor does not invalidate the proceedings at any
              meeting.

       (c)    (COPIES OF NOTICES): A copy of a notice convening a meeting must
              be given by the Security Trustee to the Manager and the Issuer
              Trustee.

       (d)    (MANNER OF NOTICE): Notice of a meeting must be given in the
              manner provided in the Security Trust Deed.

       (e)    (DETAILS TO BE INCLUDED IN NOTICE): A notice of a meeting of the
              Voting Secured Creditors must specify:

              (i)    the day, time and place of the proposed meeting;

              (ii)   the reason for the meeting being convened;

              (iii)  the agenda of the business to be transacted at the meeting;

              (iv)   the terms of any proposed resolution;

              (v)    that appointments of proxies must be lodged no later than
                     24 hours prior to the time fixed for the meeting; and

              (vi)   such additional information as the person giving the notice
                     thinks fit.

4.     SHORTER NOTICE OF MEETING

       A meeting of the Voting Secured Creditors may be held on shorter notice
       than provided by clause 3 if so agreed by a resolution of Voting Secured
       Creditors at the meeting who:

       (a)    (MAJORITY IN NUMBER): are a majority in number of Voting Secured
              Creditors (present in person or by proxy) having the right to
              attend and vote at the meeting; and


                                                                             61.

<PAGE>


       (b)    (95% VOTING ENTITLEMENTS): hold or represent between them Voting
              Entitlements comprising in aggregate a number of votes which is
              not less than 95% of the aggregate number of votes comprised in
              all Voting Entitlements at the time.

5.     CHAIRMAN

       At a meeting of Voting Secured Creditors, some person (whether or not a
       Secured Creditor or a representative of the Security Trustee) nominated
       in writing by the Security Trustee must preside as chairman. If no such
       nomination is made or no such nominated person is present within 15
       minutes after the time appointed for the holding of the meeting, the
       Voting Secured Creditors present must choose one of their number to be
       chairman.

6.     QUORUM

       At any such meeting, any 2 or more persons present in person holding, or
       being Representatives holding or representing between them, in the
       aggregate 67% or more of the aggregate number of votes comprised in all
       Voting Entitlements at that time will form a quorum for the transaction
       of business and no business (other than the choosing of a chairman) is to
       be transacted at any meeting unless the requisite quorum is present at
       the commencement of business.

7.     ADJOURNMENT

       (a)    (ADJOURNMENT): If within 15 minutes from the time appointed for
              any such meeting a quorum is not present, the meeting must, if
              convened upon the requisition of Voting Secured Creditors, be
              dissolved. In any other case it must stand adjourned (unless the
              Security Trustee agrees that it be dissolved) for such period, not
              being less than 7 days nor more than 42 days, as may be appointed
              by the chairman. At such adjourned meeting, two or more persons
              present in person holding, or being Representatives holding or
              representing between them, Voting Entitlements comprising in
              aggregate a number of votes which is not less than 50% of the
              aggregate number of votes comprised in all Voting Entitlements at
              the time must (except for the purpose of passing an Extraordinary
              Resolution) form a quorum and will have the power to pass any
              resolution and to decide upon all matters which could properly
              have been dealt with at the meetings from which the adjournment
              took place had a quorum been present at such meeting. The quorum
              at any such adjourned meeting for passing an Extraordinary
              Resolution will be as specified in clause 6.

       (b)    (PLACE AND TIME OF ADJOURNED MEETING): The chairman may with the
              consent of (and must if directed by) any meeting adjourn the same
              from time to time and from place to place but no business may be
              transacted at any adjourned meeting except business which might
              lawfully have been transacted at the meeting from which the
              adjournment took place.

       (c)    (NOTICE OF ADJOURNED MEETING): At least 5 days' notice of any
              meeting adjourned through want of a quorum is to be given in the
              same manner as of an original meeting and such notice must state
              the quorum required at such adjourned meeting. It will not,
              however, otherwise be necessary to give any notice of an adjourned
              meeting.

8.     VOTING PROCEDURE

       (a)    (CASTING VOTES): Every question submitted to a meeting must be
              decided in the first instance by a show of hands and in case of
              equality of votes the chairman must, both on a show of hands and
              on a poll, have a casting vote in addition to the vote or votes
              (if any) to which he or she may be entitled as a Voting Secured
              Creditor or as a Representative.


                                                                             62.


<PAGE>


       (b)    (EVIDENCE OF VOTES): At any meeting, unless a poll is (before or
              on the declaration of the result of the show of hands) demanded by
              the chairman, the Issuer Trustee, the Manager, the Note Trustee or
              the Security Trustee or by one or more persons holding, or being
              Representatives holding or representing between them, in aggregate
              a number of votes which is not less than 2% of the aggregate
              number of votes comprised in all Voting Entitlements at the time,
              a declaration by the chairman that a resolution has been carried
              by a particular majority or lost or not carried by any particular
              majority will be conclusive evidence of the fact without proof of
              the number or proportion of the votes recorded in favour of or
              against such resolution.

       (c)    (POLLS): If at any meeting a poll is so demanded, it must be taken
              in such manner and (subject to the provisions of this Annexure)
              either at once or after such an adjournment as the chairman
              directs and the result of such poll will be deemed to be the
              resolution of the meeting at which the poll was demanded as at the
              date of the taking of the poll. The demand for a poll must not
              prevent the continuance of the meeting for the transaction of any
              business other than the question on which the poll has been
              demanded. Any poll demanded at any meeting on the election of a
              chairman or on any question of adjournment must be taken at the
              meeting without adjournment.

       (d)    (VOTING BY VOTING SECURED CREDITORS):

              (i)    On a show of hands every Voting Secured Creditor who is
                     present in person or by proxy and has the right to vote at
                     the relevant meeting on that resolution has one vote except
                     that the Note Trustee has one vote for each then Class A
                     Noteholder on whose behalf the Note Trustee attends the
                     meeting.

              (ii)   On a poll every Voting Secured Creditor who is present in
                     person or by proxy and has the right to vote has the number
                     of votes comprised in their Voting Entitlement.

       (e)    (PERSON MAY CAST VOTES DIFFERENTLY): Any person entitled to more
              than one vote need not use or cast all of the votes to which he or
              she is entitled in the same way.

       (f)    (VOTING BY CORPORATION): A corporation being a Voting Secured
              Creditor may vote by any officer or representative duly authorised
              in writing who is entitled to speak, demand a poll, vote, act as a
              proxy and in all other respects exercise the rights of a Voting
              Secured Creditor and must be reckoned as a Voting Secured Creditor
              for all purposes.

       (g)    (VOTING BY PERSON OF UNSOUND MIND): A Voting Secured Creditor of
              unsound mind or in respect of whom an order has been made by any
              court having jurisdiction in respect of mental health may vote
              whether on a show of hands or on a poll by his committee curator
              bonis or other person in the nature of a committee curator bonis
              appointed by such court.

       (h)    (OBJECTION TO VOTER'S QUALIFICATION): No objection is to be raised
              as to the qualification of any voter except at the meeting or
              adjourned meeting at which the vote objected to is given or
              tendered and every vote not disallowed at such meeting will be
              valid for all purposes. Any such objection made in due time will
              be referred to the chairman of the meeting and his decision will
              be final and conclusive.

9.     RIGHT TO ATTEND AND SPEAK

       The Issuer Trustee, the Manager and the Security Trustee (through their
       respective


                                                                             63.


<PAGE>


       representatives) and their respective financial and legal advisers will
       be entitled to attend and speak at any meeting of Voting Secured
       Creditors. No person will otherwise be entitled to attend or vote at any
       meeting of the Voting Secured Creditors or to join with others in
       requesting the convening of such a meeting unless he or she is a Voting
       Secured Creditor or is a Representative.

10.    APPOINTMENT OF PROXIES

       (a)    (PROXY): Each appointment of a proxy must be in writing and,
              together (if required by the Security Trustee) with proof
              satisfactory to the Security Trustee of its due execution, must be
              deposited at the registered office of the Security Trustee or at
              such other place designated by the Security Trustee not less than
              24 hours before the time appointed for holding the meeting or
              adjourned meeting at which the named proxy proposes to vote and in
              default, the appointment of proxy will not be treated as valid
              unless the chairman of the meeting decides otherwise before such
              meeting or adjourned meeting proceeds to business. A notarially
              certified copy of proof (if applicable) of due execution must if
              required by the Security Trustee be produced by the proxy at the
              meeting or adjourned meeting. The Security Trustee will be under
              no obligation to investigate or be concerned with the validity of,
              or the authority of, the proxy named in any such appointment. The
              proxy named in any appointment of proxy need not be a Voting
              Secured Creditor.

       (b)    (PROXY VALID): Any vote given in accordance with the terms of an
              appointment of proxy conforming with clause 10(a) will be valid
              notwithstanding the previous revocation or amendment of the
              appointment of proxy or of any of the Voting Secured Creditor's
              instructions pursuant to which it was executed, provided that no
              intimation in writing of such revocation or amendment has been
              received by the Security Trustee at its registered office or by
              the chairman of the meeting in each case not less than 24 hours
              before the commencement of the meeting or adjourned meeting at
              which the appointment of proxy is used.

11.    CORPORATE REPRESENTATIVES

       A person authorised under section 250D of the Corporations Act, 2001 by a
       Voting Secured Creditor being a body corporate to act for it at any
       meeting will, in accordance with his or her authority until his or her
       authority is revoked by the body corporate concerned, be entitled to
       exercise the same powers on behalf of that body corporate as that body
       corporate could exercise if it were an individual Voting Secured Creditor
       and will be entitled to produce evidence of his or her authority to act
       at any time before the time appointed for the holding of or at the
       meeting or adjourned meeting or for the taking of a poll at which he or
       she proposes to vote.

12.    RIGHTS OF REPRESENTATIVES

       A Representative has the right to demand or join in demanding a poll and
       (except and to the extent to which the Representative is specially
       directed to vote for or against any proposal) has power generally to act
       at a meeting for the Voting Secured Creditor concerned. The Security
       Trustee and any officer of the Security Trustee may be appointed a
       Representative.

13.    POWERS OF A MEETING OF VOTING SECURED CREDITORS

       (a)    (POWERS): subject to clauses 13(b) and 14 and, to the extent
              applicable, the mandatory provisions of the United States Trust
              Indenture Act of 1939, a meeting of Voting Secured Creditors has,
              without prejudice to any rights or powers conferred on other
              persons by the Security Trust Deed, power exercisable by
              Extraordinary Resolution:

              (i)    to direct the Security Trustee in the action that should be
                     taken by it following the occurrence of an Event of
                     Default;

                                                                             64.

<PAGE>


              (ii)   to sanction any action that the Security Trustee or a
                     Receiver proposes to take to enforce the provisions of the
                     Security Trust Deed;

              (iii)  to sanction any proposal by the Manager, the Issuer Trustee
                     or the Security Trustee for any modification, abrogation,
                     variation or compromise of, or arrangement in respect of,
                     the rights of the Secured Creditors against the Issuer
                     Trustee or the Manager whether such rights arise under the
                     Security Trust Deed, the other Transaction Documents or
                     otherwise;

              (iv)   to postpone the day when the Secured Moneys become payable
                     and to suspend or postpone for a time the payment of the
                     Secured Moneys;

              (v)    to sanction the exchange or substitution of the Secured
                     Moneys for, or the conversion of the Secured Moneys into,
                     notes or other obligations or securities of the Issuer
                     Trustee or any other body corporate formed or to be formed;

              (vi)   to assent to any modification of the provisions contained
                     in the Security Trust Deed or the Notes which will be
                     proposed by the Issuer Trustee, the Manager or the Security
                     Trustee;

              (vii)  to give any authority, direction, guidance or sanction
                     sought by the Security Trustee from the Voting Secured
                     Creditors;

              (viii) to appoint any persons (whether Voting Secured Creditors or
                     not) as a committee or committees to represent the
                     interests of the Secured Creditors and to confer upon such
                     committee or committees any powers or discretions which the
                     Voting Secured Creditors could themselves exercise by
                     Extraordinary Resolution;

              (ix)   to approve a person proposed to be appointed as a
                     Substitute Security Trustee under the Security Trust Deed
                     and power to remove any Security Trustee for the time being
                     thereof;

              (x)    to discharge or exonerate the Security Trustee from any
                     liability in respect of any act or omission for which it
                     may become responsible under the Security Trust Deed;

              (xi)   to do any other thing which under the Security Trust Deed
                     is required to be given by an Extraordinary Resolution of
                     the Voting Secured Creditors; and

              (xii)  to authorise the Security 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.

       (b)    (LIMITATIONS): A meeting of Voting Secured Creditors does not have
              power to, nor will any resolution submitted to the meeting propose
              or have the effect of:

              (i)    removing the Security Trustee or the Manager from office;

              (ii)   interfering with the management of the PUMA Trust;

              (iii)  winding up or terminating the PUMA Trust; or

              (iv)   disposing of, or otherwise dealing with, the assets of the
                     PUMA Trust.


                                                                             65.

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       (c)    (A$ CLASS B NOTEHOLDERS): No Extraordinary Resolution of a
              separate meeting of the A$ Class B Noteholders (other than one
              referred to in clause 14(b)) shall be effective for any purpose
              unless:

              (i)    there are then no Senior Notes outstanding;

              (ii)   it has been sanctioned by an Extraordinary Resolution of
                     the Voting Secured Creditors representing or being the
                     Senior Noteholders; or

              (iii)  the Security Trustee is of the opinion that its becoming
                     effective will not be materially prejudicial to the
                     interests of the Senior Noteholders or any class of Senior
                     Noteholders.

       (d)    (ASSUMPTIONS): The Security Trustee is entitled to assume that an
              A$ Class B Basic Term Modification referred to in clause 14(a) of
              this Annexure will not be materially prejudicial to the interests
              of the A$ Class B Noteholders and an Extraordinary Resolution of
              the A$ Class B Noteholders in clause 13(c) will not be materially
              prejudicial to the interests of the Senior Noteholders, if each of
              the Current Rating Authorities confirm in writing that the A$
              Class B Basic Term Modification or Extraordinary Resolution
              (respectively) upon coming into effect will not lead to a
              reduction, qualification or withdrawal of the then rating by that
              Current Rating Authority of the A$ Class B Notes or any of the
              Senior Notes (respectively).

14.    EXTRAORDINARY RESOLUTION BINDING ON SECURED CREDITORS

       Subject to clause 13(b), an Extraordinary Resolution of the Voting
       Secured Creditors is binding upon all Secured Creditors and each of the
       Secured Creditors, the Issuer Trustee, the Manager and the Security
       Trustee is bound to give effect to the Extraordinary Resolution, provided
       that:

       (a)    (A$ CLASS B BASIC TERM MODIFICATION): an Extraordinary Resolution
              of the Voting Secured Creditors to sanction a A$ Class B Basic
              Term Modification will not be effective for any purpose unless its
              becoming effective has been sanctioned by an Extraordinary
              Resolution of the A$ Class B Noteholders or the Security Trustee
              is of the opinion that its becoming effective will not be
              materially prejudicial to the interests of the A$ Class B
              Noteholders;

       (b)    (EXTRAORDINARY RESOLUTION AFFECTING CLASS A NOTEHOLDERS): subject
              to clause 14(c) in the case of an Extraordinary Resolution
              purporting to effect a Payment Modification (as defined in the
              Note Trust Deed), an Extraordinary Resolution which by its terms,
              in the opinion of the Note Trustee in accordance with, and subject
              to, the Note Trust Deed, affects the Class A Noteholders only, or
              in a manner different to the rights of Secured Creditors
              generally, or alters the terms of the Class A Notes, or is
              materially prejudicial to the interests of the Class A Noteholders
              will not be effective unless a Special Majority (as defined in the
              Note Trust Deed) of the Class A Noteholders has consented, in
              accordance with the Note Trust Deed, to such Extraordinary
              Resolution of the Voting Secured Creditors or, if the Class A
              Noteholders have become entitled to attend a meeting of Voting
              Secured Creditors, the Class A Noteholders at a separate meeting
              pass an Extraordinary Resolution consenting to such Extraordinary
              Resolution of the Voting Secured Creditors;

       (c)    (PAYMENT MODIFICATION): an Extraordinary Resolution which by its
              terms effects or purports to effect a Payment Modification (as
              that expression is defined in the Note Trust Deed) will not be
              effective as against a Class A Noteholder unless consented to by
              that Class A Noteholder;

                                                                             66.

<PAGE>


       (d)    (EXTRAORDINARY RESOLUTION AFFECTING A$ REDRAW NOTEHOLDERS): such
              an Extraordinary Resolution, which by its terms, in the opinion of
              the Security Trustee, affects the A$ Redraw Noteholders only, or
              in a manner different to the rights of the Secured Creditors
              generally, or alters the terms of the A$ Redraw Notes, or is
              materially prejudicial to the interests of the A$ Redraw
              Noteholders will not be effective unless the A$ Redraw Noteholders
              at a separate meeting pass an Extraordinary Resolution consenting
              to such Extraordinary Resolution of the Voting Secured Creditors.

       (e)    (EXTRAORDINARY RESOLUTION AFFECTING OTHER SECURED CREDITORS): such
              an Extraordinary Resolution which by its terms, in the opinion of
              the Security Trustee, affects the Redraw Facility Provider, or any
              other Stand-by Arrangement Provider, a Currency Swap Provider or
              an Interest Rate Swap Provider (each in its capacity as a Secured
              Creditor) (a "RELEVANT SECURED CREDITOR") only, or in a manner
              different to the rights of Secured Creditors generally, or is
              materially prejudicial to the interests of a Relevant Secured
              Creditor will not be effective unless the Relevant Secured
              Creditor consents in writing to the Extraordinary Resolution.

15.    MINUTES AND RECORDS

       Minutes of all resolutions and proceedings at every meeting must be made
       and duly entered in the books to be provided for that purpose by the
       Security Trustee. Any such minutes if purporting to be signed by the
       chairman of the meeting at which such resolutions were passed or
       proceedings transacted or by the chairman of the next succeeding meeting
       (if any) of Voting Secured Creditors, are conclusive evidence of the
       matters stated in them. Until the contrary is provided, every such
       meeting in respect of the proceedings of which minutes have been made and
       signed are deemed to have been duly convened and held and all resolutions
       passed and proceedings conducted at such meetings are deemed to have been
       duly passed and conducted.

16.    WRITTEN RESOLUTIONS

       Notwithstanding the preceding provisions of this Annexure, a resolution
       of all the Voting Secured Creditors or a class of Voting Secured
       Creditors (including an Extraordinary Resolution of the Voting Secured
       Creditors or a class of Voting Secured Creditors) may be passed, without
       any meeting or previous notice being required, by an instrument or notes
       in writing which have:

       (a)    in the case of a resolution (including an Extraordinary
              Resolution) of all the Voting Secured Creditors, been signed by
              all the Voting Secured Creditors and, in the case of a resolution
              (including an Extraordinary Resolution) of a class of Voting
              Secured Creditors, been signed by all the Voting Secured Creditors
              in the class; and

       (b)    any such instrument shall be effective upon presentation to the
              Security Trustee for entry in the records referred to in clause
              15.

17.    INVALID RESOLUTIONS

       Any resolution of the Voting Secured Creditors which purports to direct
       the Security Trustee or a Receiver to take any action which would hinder
       the performance of any party under the Trust Deed or a Transaction
       Document (except to the extent that enforcement action is taken against
       the Issuer Trustee or in respect of the Charged Property) is invalid.

18.    FURTHER PROCEDURES FOR MEETINGS

       Subject to all other provisions of the Security Trust Deed, the Security
       Trustee may without the consent of the Voting Secured Creditors prescribe
       such further regulations regarding the holding of meetings of the Voting
       Secured Creditors and attendance and voting at such meetings as the
       Security Trustee may in its sole discretion determine including
       particularly (but without prejudice to the generality of the foregoing)
       such regulations and requirements as the Security Trustee thinks
       reasonable:


                                                                             67.


<PAGE>


       (a)    (REGARDING ENTITLEMENT TO VOTE): so as to satisfy itself that
              persons who purport to attend or vote at any meeting of Voting
              Secured Creditors are entitled to do so in accordance with this
              Annexure and the other provisions of the Security Trust Deed; and

       (b)    (REGARDING REPRESENTATIVES): as to the form of appointment of a
              Representative.

19.    CLASS OF SECURED CREDITORS

       The provisions of this Annexure apply, mutatis mutandis, to a meeting of
       any class of Voting Secured Creditors or of any class of Secured
       Creditors under this Annexure or the Security Trust Deed. If the Class A
       Noteholders become entitled to attend a meeting of Voting Secured
       Creditors or Secured Creditors or to have their own separate meeting, the
       evidence of the entitlement of such Class A Noteholders to attend such
       meeting and to vote thereat, and any other relevant matters, will be
       determined in accordance with the Note Trust Deed and the Agency
       Agreement, with such amendments as determined by the Security Trustee.



                                                                             68.