<PAGE>


                                                             Security Trust Deed



                                             PERPETUAL TRUSTEES VICTORIA LIMITED

                                               PERPETUAL TRUSTEE COMPANY LIMITED

                                 INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED

                                           THE BANK OF NEW YORK, NEW YORK BRANCH





                                                     Interstar Millennium Trusts

                                       Interstar Millennium Series 2003-1G Trust




ALLENS ARTHUR ROBINSON
                                                               The Chifley Tower
                                                                2 Chifley Square
                                                                 Sydney NSW 2000
                                                                       Australia
                                                              Tel 61 2 9230 4000
                                                              Fax 61 2 9230 5333



                                       (C) Copyright Allens Arthur Robinson 2003


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Security Trust Deed                                       Allens Arthur Robinson
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S>      <C>                                                                <C>
1.       DEFINITIONS AND INTERPRETATION                                       1
         1.1      Definitions                                                 1
         1.2      Master Trust Deed definitions and Transaction
                  Document amendments                                         5
         1.3      Interpretation                                              5
         1.4      Determination, statement and certificate sufficient
                  evidence                                                    6
         1.5      Document or agreement                                       6
         1.6      Rights and obligations of Mortgagees                        6
         1.7      Transaction Document                                        6
         1.8      Chargor as trustee                                          6
         1.9      Knowledge of the Chargor                                    7
         1.10     Knowledge of Security Trustee                               7

2.       APPOINTMENT OF SECURITY TRUSTEE                                      7
         2.1      The Security Trustee                                        7
         2.2      Resolution of Conflicts                                     7
         2.3      Duration of Trust                                           8

3.       CHARGE                                                               8
         3.1      Charge                                                      8
         3.2      Security                                                    8
         3.3      Prospective liability                                       8

4.       NATURE OF CHARGE                                                     9
         4.1      Priority                                                    9
         Nature of Charge                                                     9
         4.2      Dealing with Mortgaged Property                             9
         4.3      Crystallisation                                             9
         4.4      De-crystallisation                                         10

5.       COVENANTS AND WARRANTIES                                            10
         5.1      Covenant                                                   10
         5.2      Negative Covenants                                         11
         5.3      Warranty                                                   11
         5.4      Trust Manager's Undertakings                               12

6.       FURTHER ASSURANCES                                                  12
         6.1      Further assurances                                         12

7.       NOTE TRUSTEE                                                        13
         7.1      Capacity                                                   13
         7.2      Exercise of rights                                         13
         7.3      Instructions or directions                                 13
         7.4      Payments                                                   13
         7.5      Notices                                                    13

8.       EVENTS OF DEFAULT                                                   13
         8.1      Events of Default                                          13
         8.2      Rights of the Security Trustee upon Event of Default       15
</TABLE>

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<TABLE>
<CAPTION>
<S>      <C>                                                                <C>
         8.3      Notify Events of Default                                   15

9.       ENFORCEMENT                                                         16
         9.1      Power to enforce                                           16
         9.2      No obligation to enforce                                   16
         9.3      Obligation to convene meeting                              16
         9.4      Security Trustee to act in Accordance with Directions      16
         9.5      Security Trustee must receive Indemnity                    17
         9.6      Limitation on rights of Mortgagees                         17
         9.7      Immaterial waivers                                         17
         9.8      Acts pursuant to Resolutions                               18
         9.9      Overriding Provision                                       18

10.      APPOINTMENT OF RECEIVER                                             18
         10.1     Appointment                                                18
         10.2     Agent of Chargor                                           19
         10.3     Receiver's powers                                          19
         10.4     Receiver appointed after commencement of winding up        21
         10.5     Powers exercisable by the Security Trustee                 22
         10.6     Withdrawal                                                 22

11.      REMUNERATION OF SECURITY TRUSTEE                                    22
         11.1     Costs                                                      22
         11.2     Fee                                                        22
         11.3     Cessation of Fee                                           22

12.      POWER OF ATTORNEY                                                   22

13.      COMPLETION OF BLANK SECURITIES                                      23

14.      PERFORMANCE OF CHARGOR'S OBLIGATIONS                                23

15.      STATUTORY POWERS                                                    23
         15.1     Powers in augmentation                                     23
         15.2     Notice not required                                        24

16.      APPLICATION OF MONEYS RECEIVED                                      24
         Priorities                                                          24
         16.2     Moneys actually received                                   25
         16.3     Amounts contingently due                                   25
         16.4     Notice of subsequent Security Interests                    25
         16.5     Satisfaction of debts                                      26
         16.6     Proportionate Sharing                                      26

17.      OTHER SECURITY INTERESTS OVER MORTGAGED PROPERTY                    27

18.      PROTECTION OF MORTGAGEES, RECEIVER AND ATTORNEY                     27

19.      PROTECTION OF THIRD PARTIES                                         27
         19.1     No enquiry                                                 27
         19.2     Receipt                                                    27

20.      EXPENSES, INDEMNITY                                                 28
         20.1     Expenses                                                   28
</TABLE>

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<TABLE>
<CAPTION>
<S>      <C>                                                                <C>
         20.2     Indemnity                                                  29

21.      CURRENCY INDEMNITY                                                  29

22.      STAMP DUTIES                                                        29

23.      INTEREST ON OVERDUE AMOUNTS                                         29
         23.1     Accrual                                                    29
         23.2     Payment                                                    30
         23.3     Rate                                                       30

24.      CERTIFICATE AS TO AMOUNT OF SECURED MONEYS, ETC.                    30

25.      SURVIVAL OF REPRESENTATIONS                                         30

26.      INDEMNITY AND REIMBURSEMENT OBLIGATIONS                             30

27.      CONTINUING SECURITY                                                 31

28.      OTHER SECURITIES                                                    31

29.      DISCHARGE OF THE CHARGE                                             31
         29.1     Release                                                    31
         29.2     Contingent Liabilities                                     31
         29.3     Charge reinstated                                          32

30.      AMENDMENT                                                           32
         30.1     Approval of Trust Manager                                  32
         30.2     Extraordinary Resolution of Voting Mortgagees              32
         30.3     Distribution of Amendments                                 33

31.      LIABILITY                                                           33
         31.1     Liability of Chargor limited to its right of indemnity     33
         31.2     Unrestricted remedies                                      33
         31.3     Restricted remedies                                        33
         31.4     Liability of Security Trustee limited to its right
                   of indemnity                                              33
         31.5     Advice from Professional Advisers                          34

32.      WAIVERS, REMEDIES CUMULATIVE                                        34

33.      CONSENTS AND OPINION                                                34

34.      SEVERABILITY OF PROVISIONS                                          34

35.      MORATORIUM LEGISLATION                                              35

36.      ASSIGNMENTS                                                         35

37.      NOTICES                                                             35

38.      RELATIONSHIP OF MORTGAGEES TO SECURITY TRUSTEE                      36
         38.1     Instructions; extent of discretion                         36
         38.2     No obligation to investigate authority                     36
         38.3     Delegation                                                 36
         38.4     Reliance on documents and experts                          37
         38.5     Notice of transfer                                         37
         38.6     Notice of default                                          37
         38.7     Security Trustee as Mortgagee                              38
</TABLE>

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<TABLE>
<CAPTION>
<S>      <C>                                                                <C>
         38.8     Indemnity to Security Trustee                              38
         38.9     Independent investigation                                  38
         38.10    No monitoring                                              38
         38.11    Information                                                38
         38.12    Conflicts                                                  39
         38.13    No Liability                                               39

39.      RETIREMENT AND REMOVAL OF SECURITY TRUSTEE                          39
         39.1     Retirement                                                 39
         39.2     Removal                                                    40
         39.3     Replacement                                                40

40.      MEETINGS OF MORTGAGEES                                              41
         40.1     Limitation on Security Trustee's Powers                    41
         40.2     Convening of Meetings                                      41
         40.3     Notice of Meetings                                         42
         40.4     Chairman                                                   42
         40.5     Quorum                                                     42
         40.6     Adjournment                                                43
         40.7     Voting Procedure                                           43
         40.8     Right to attend and speak                                  44
         40.9     Appointment of Proxies                                     44
         40.10    Corporate Representatives                                  45
         40.11    Rights of Representatives                                  45
         40.12    Extraordinary Resolutions                                  45
         40.13    Extraordinary Resolution binding on Mortgagees             46
         40.14    Minutes and Records                                        47
         40.15    Written Resolutions                                        47
         40.16    Further Procedures for Meetings                            47
         40.17    Noteholder Mortgagees'rights                               47

41.      AUTHORISED SIGNATORIES                                              48

42.      GOVERNING LAW AND JURISDICTION                                      48

43.      COUNTERPARTS                                                        48

44.      SET-OFF                                                             49

45.      ACKNOWLEDGEMENT BY CHARGOR                                          49

46.      INFORMATION MEMORANDUM                                              49

47.      SECURITY TRUSTEE'S LIMITED LIABILITY                                49
         47.1     Reliance on certificates                                   49
         47.2     Security Trustee may assume signed documents to be
                  genuine                                                    50
         47.3     Security Trustee's reliance on Trust Manager,
                  Approved Seller, Note Trustee or Servicer                  50
         47.4     Compliance with laws                                       51
         47.5     Taxes                                                      51
         47.6     Reliance on experts                                        51
         47.7     Oversights of others                                       51
</TABLE>

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<TABLE>
<CAPTION>
<S>      <C>                                                                <C>
         47.8     Powers, authorities and discretions                        51
         47.9     Impossibility or impracticability                          51
         47.10    No liability except for negligence etc.                    52
         47.11    Legal and other proceedings                                52
         47.12    No liability except for negligence etc.                    52
         47.13    Further limitations on Security Trustee's liability        53
         47.14    Conflicts                                                  54
         47.15    Information                                                54
         47.16    Investigation by Security Trustee                          55
</TABLE>

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Security Trust Deed                                       Allens Arthur Robinson
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DATE                                          2003
----------

PARTIES
----------

     1.       PERPETUAL TRUSTEES VICTORIA LIMITED (ABN 47 004 027 258) of Level
              4, 333 Collins Street, Melbourne, Victoria in its capacity as
              trustee of the Interstar Millennium Series 2003-1G Trust (the
              CHARGOR);

     2.       PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) of Level 7,
              39 Hunter Street, Sydney, New South Wales (the SECURITY TRUSTEE);

     3.       INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED (ACN 100 346 898)
              of Level 28, 367 Collins Street, Melbourne, Victoria (the TRUST
              MANAGER); and

     4.       THE BANK OF NEW YORK, NEW YORK BRANCH of 101 Barclay Street, 21W,
              New York, New York 10286 in its capacity as trustee for the US$
              Noteholders (the NOTE TRUSTEE).

RECITALS
----------

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

     B        Under the terms of the Master Trust Deed, the Chargor is
              authorised to enter into this deed to charge the Trust Assets to
              secure the due and punctual performance of the obligations of the
              Chargor under the Transaction Documents and the payment in full of
              the Secured Moneys to the Mortgagees.

     C        The Security Trustee enters into this deed as Mortgagee and as
              trustee for each other Mortgagee.

     D        The Note Trustee enters into this deed for itself and as trustee
              for each US$ Noteholder.

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IT IS AGREED as follows.

1.       DEFINITIONS AND INTERPRETATION

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1.1      DEFINITIONS

         The following definitions apply unless the context requires otherwise.

         ATTORNEY means any attorney appointed under this deed or any Collateral
         Security.

         CHARGE means the charge created by this deed.

         CHARGE RELEASE DATE means, subject to clause 29.3, the date the
         Security Trustee discharges the Charge and this deed under clause 29.1.

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         CHARGOR'S INDEMNITY means:

         (a)   the Chargor's right of indemnity under the Master Trust Deed from
               the Trust Assets in respect of liabilities incurred by the
               Chargor acting in its capacity as trustee of the Trust; and

         (b)   all equitable liens and other Security Interests which the
               Chargor has over the Trust Assets.

         CLASS A MORTGAGEES means together:

         (a)   the Note Trustee on behalf of the Class A2 Noteholders, and, if
               the Note Trustee has become bound to take steps and/or to proceed
               under this deed and fails to do so within a reasonable time and
               such failure is continuing, the Class A2 Noteholders, and then
               only if and to the extent the Class A2 Noteholders are able to do
               so under Australian law; and

         (b)   the Class A1 Noteholders.

         CLASS B MORTGAGEES means together:

         (a)   the Note Trustee on behalf of the Class B1 Noteholders, and, if
               the Note Trustee has become bound to take steps and/or to proceed
               under this deed and fails to do so within a reasonable time and
               such failure is continuing, the Class B1 Noteholders, and then
               only if and to the extent the Class B1 Noteholders are able to do
               so under Australian law; and

         (b)   the Class B2 Noteholders.

         COLLATERAL SECURITY means any Security Interest, Guarantee or other
         document or agreement at any time created or entered into in favour of
         the Security Trustee as security for any Secured Moneys.

         EVENT OF DEFAULT means any of the events specified in clause 8.

         EXTRAORDINARY RESOLUTION in relation to the Voting Mortgagees means:

         (a)   a resolution passed at a meeting of the Voting Mortgagees duly
               convened and held in accordance with the provisions contained in
               this deed by a majority consisting of not less than 75% of the
               votes capable of being cast at that meeting by Voting Mortgagees
               present in person or by proxy; or

         (b)   a resolution in writing pursuant to clause 40.15 signed by all
               the Voting Mortgagees or all of the relevant Class of Voting
               Mortgagees (as the case may be).

         GUARANTEE means any guarantee, indemnity, letter of credit, legally
         binding letter of comfort or suretyship, or any other obligation or
         irrevocable offer (whatever called and of whatever nature):

         (a)   to pay or to purchase;

         (b)   to provide funds (whether by the advance of money, the purchase
               of or subscription for shares or other securities, the purchase
               of assets, rights or services, or otherwise) for the payment or
               discharge of;

         (c)   to indemnify against the consequences of default in the payment
               of; or

         (d)   to be responsible otherwise for,

         an obligation or indebtedness of another person, a dividend,
         distribution, capital or premium on shares, stock or other interests,
         or the insolvency or financial condition of another person.

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         LIQUIDATION includes receivership, compromise, arrangement,
         amalgamation, administration, reconstruction, winding up, dissolution,
         assignment for the benefit of creditors, bankruptcy or death.

         MASTER TRUST DEED means the Master Trust Deed for the Interstar
         Millennium Trusts dated 2 December 1999 between the Chargor as Trustee
         and Interstar Securities (Australia) Pty Limited (ABN 72 087 271 109).

         MORTGAGED PROPERTY means the property and rights mortgaged or charged
         by this deed or any Collateral Security.

         MORTGAGEE means:

         (a)   the Security Trustee in relation to its rights (held in its own
               right or for the benefit of other Mortgagees) under this deed;

         (b)   any Noteholder in relation to its rights under the Notes held by
               it;

         (c)   any Approved Seller in relation to any relevant Interest
               Adjustment and any Approved Seller's Fees under the Transaction
               Documents for the Trust;

         (d)   the Trust Manager in relation to its rights as Trust Manager
               under the Transaction Documents for the Trust;

         (e)   the Servicer in relation to its rights as Servicer under the
               Transaction Documents for the Trust;

         (f)   any Support Facility Provider (other than any Mortgage Insurer)
               in relation to its rights under each Support Facility for the
               Trust to which it is a party;

         (g)   the Note Trustee in relation to its rights (held in its own
               right) under the Transaction Documents for the Trust;

         (h)   the Mortgage Insurers in relation to payments by way of
               reimbursement of Timely Payment Cover (as defined in the Mortgage
               Insurance Policies);

         (i)   each Paying Agent in relation to its rights under the Transaction
               Documents for the Trust;

         (j)   the Calculation Agent in relation to its rights under the
               Transaction Documents for the Trust; and

         (k)   each Note Manager in relation to its rights under the Transaction
               Documents for the Trust.

         NOTEHOLDER MORTGAGEES means, together:

         (a)   the Class A Mortgagees; and

         (b)   the Class B Mortgagees.

         NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
         on or about the date of this deed issued under the Master Trust Deed in
         relation to the Trust.

         POWER means a power, right, authority, discretion or remedy which is
         conferred on the Security Trustee, a Mortgagee or a Receiver or
         Attorney:

         (a)   by this deed or any Collateral Security; or

         (b)   by law in relation to this deed or any Collateral Security.

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         RECEIVER means a receiver or receiver and manager appointed under this
         deed or any Collateral Security.

         RELEVANT TRUST means a trust other than the Trust, constituted under
         the Master Trust Deed and the Series Notice for that trust, of which
         the Chargor is a trustee.

         REPRESENTATIVE means:

         (a)   in the case of a US$ Noteholder, the Note Trustee (as its
               representative or any other person appointed as a proxy for the
               US$ Noteholders in accordance with this deed);

         (b)   in the case of any other Mortgagee, a person who is appointed as
               a proxy for that Mortgagee pursuant to clause 40.9; and

         (c)   without limiting the generality of paragraph (a), in the case of
               a Voting Mortgagee which is a body corporate, a person who is
               appointed pursuant to clause 40.10 by the Mortgagee.

         SECURED MONEYS means all money which the Chargor (whether alone or with
         another person) is or at any time may become actually or contingently
         liable to pay to or for the account of any Mortgagee (whether alone or
         with another person) for any reason whatever under or in connection
         with a Transaction Document.

         It includes money by way of principal, interest, fees, costs,
         indemnities, Guarantee, charges, duties or expenses, or payment of
         liquidated or unliquidated damages under or in connection with a
         Transaction Document, or as a result of any breach of or default under
         or in connection with, a Transaction Document.

         Where the Chargor would have been liable but for its Liquidation, it
         will be taken still to be liable.

         SERIES NOTICE means the Series Notice dated on or after the date of
         this deed relating to the Trust.

         SETTLOR means Nicolette Andrews.

         TRUST means the trust known as the Interstar Millennium Series 2003-1G
         Trust established under the Notice of Creation of Trust, the Master
         Trust Deed and the Series Notice.

         TRUST ASSETS means the Assets of the Trust from time to time as defined
         in the Master Trust Deed, and includes the rights of the Chargor under
         the Transaction Documents in respect of the Trust and under the
         Collection Account and the US$ Account.

         TRUST FUND means each amount held by the Security Trustee under clause
         2.1 of this deed together with any other property and benefits which
         the Security Trustee receives, has vested in it or otherwise acquires
         to hold on the trust established 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.

         VESTING DATE means the day preceding the earliest of:

         (a)   the 80th anniversary of the date of this deed;

         (b)   the 21st anniversary of the date of the death of the last
               survivor of the lineal descendants of King George V living on the
               date of this deed; and

         (c)   the day after the Charge Release Date.

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         VOTING MORTGAGEE means:

         (a)   with respect only to the enforcement of the security under this
               deed, for so long as the Secured Money owing to the Class A
               Noteholders and Class B Noteholders comprise 75% or more of the
               total Secured Moneys, the Noteholder Mortgagees alone; and

         (a)   at any other time (subject to clause 40.17):

               (i)       the Class A Mortgagees; and

               (ii)      each other Mortgagee (other than a Class A Mortgagee).

1.2      MASTER TRUST DEED DEFINITIONS AND TRANSACTION DOCUMENT AMENDMENTS

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

         (b)   Subject to clause 30, no change to the Master Trust Deed or any
               other document (including the order of payment set out in the
               Series Notice) after the date of this deed will change the
               meaning of terms used in this deed or adversely affect the rights
               of the Security Trustee under this deed unless the Security
               Trustee (subject to clause 40.17(b), with the prior written
               consent of the Noteholder Mortgagees) has agreed in writing to
               the changes.

1.3      INTERPRETATION

         Clause 1.2 of the Master Trust Deed applies to this deed as if set out
         in full, except that any reference to A TRUST is replaced by a
         reference to THE TRUST,:

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

         (b)   an Event of Default SUBSISTS until it has been waived in writing
               by the Security Trustee provided that no such waiver will be
               capable of taking effect unless the Security Trustee has first
               consulted with the Note Trustee;

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

         (d)   WILFUL DEFAULT means, in respect of the Security Trustee, any
               wilful failure to comply with or wilful breach of any of its
               obligations under this deed, other than a wilful failure or
               wilful breach which:

               (i)       is caused by the failure by another person to act where
                         that act is a precondition to the act of the Security
                         Trustee;

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

               (iii)     is in accordance with an instruction or direction from
                         the Note Trustee or the Voting Mortgagees.

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Security Trust Deed                                       Allens Arthur Robinson
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1.4      DETERMINATION, STATEMENT AND CERTIFICATE SUFFICIENT EVIDENCE

         Except where otherwise provided in this deed any determination,
         statement or certificate by the Security Trustee or an Authorised
         Signatory of the Security Trustee provided for in this deed is
         sufficient evidence of each thing determined, stated or certified in
         the absence of manifest error or proof to the contrary.

1.5      DOCUMENT OR AGREEMENT

         A reference to:

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

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

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

1.6      RIGHTS AND OBLIGATIONS OF MORTGAGEES

         (a)   Each Mortgagee is entitled to the benefit of the obligations
               (including warranties) of each of the Security Trustee, the
               Chargor and any other person under this deed and any Collateral
               Security.

         (b)   No Mortgagee is entitled to enforce this deed or any Collateral
               Security other than through the Security Trustee.

         (c)   Each Mortgagee is bound by this deed and each Collateral
               Security.

         (d)   No Mortgagee is responsible for the obligations of the Security
               Trustee or any other Mortgagee.

         The provisions of this deed are binding on the Security Trustee, the
         Chargor and the Mortgagees and all persons claiming through them,
         respectively.

1.7      TRANSACTION DOCUMENT

         This deed is a TRANSACTION DOCUMENT for the purposes of the Master
         Trust Deed.

1.8      CHARGOR AS TRUSTEE

         In this deed, except where provided to the contrary:

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

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

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1.9      KNOWLEDGE OF THE CHARGOR

         In relation to the Trust, the Chargor will be considered to have
         knowledge or notice of or be aware of any matter or thing if the
         Chargor has knowledge, notice or awareness of that matter or thing by
         virtue of the actual notice or awareness of the officers or employees
         of the Chargor who have day to day responsibility for the
         administration of the Trust.

1.10     KNOWLEDGE OF SECURITY TRUSTEE

         For the purposes of this deed, the Security Trustee will only be
         considered to have knowledge, notice of or to be aware of any thing if
         the Security Trustee has knowledge, notice or awareness of that thing
         by virtue of the actual knowledge, notice or awareness of the officers
         or employees of the Security Trustee who have day to day responsibility
         for the administration of the security trust established by this deed.

2.       APPOINTMENT OF SECURITY TRUSTEE
--------------------------------------------------------------------------------

2.1      THE SECURITY TRUSTEE

         The Security Trustee:

         (a)   is appointed to act as trustee on behalf of the Mortgagees on the
               terms and conditions of this deed; and

         (b)   acknowledges and declares that it:

               (i)       holds the sum of A$10.00 received on the date of this
                         deed from the Settlor; and

               (ii)      will hold the benefit of the Charge, the Mortgaged
                         Property and the benefit of each of the Transaction
                         Documents to which the Security Trustee is a party,

         in each case, on trust for each Mortgagee, in accordance with the terms
         and conditions of this deed.

2.2      RESOLUTION OF CONFLICTS

         (a)   The Security Trustee shall, as regards the exercise of all
               discretion vested in it by this deed and all other Transaction
               Documents, except where expressly provided otherwise, have regard
               to the interest of the Mortgagees.

               Subject to this deed, if there is at any time, with respect to
               enforcement, a conflict between a duty owed by the Security
               Trustee to any Mortgagee or class of Mortgagee, and a duty owed
               by it to another Mortgagee or class of Mortgagee, the Security
               Trustee must give priority to the interests of the Noteholders
               (which, in the case of a Class of US$ Noteholders, shall be
               determined by the Note Trustee acting on their behalf as provided
               herein and in the Note Trust Deed).

         (b)   Subject to this deed (other than paragraph (b)), the Security
               Trustee must give priority to the interests only of the Class A
               Noteholders if, in the Security Trustee's opinion, (in relation
               to which, in determining the interests of a Class of US$
               Noteholders, the Security Trustee may rely on a determination of
               the Note Trustee), there is a conflict between the

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               interests of the Class A Noteholders and the interests of the
               Class B Noteholders or the interests of the other Mortgagees.

         (c)   Subject to this deed, if, in the Security Trustee's opinion,
               there is a conflict between the interests of the Class A1
               Noteholders and the Class A2 Noteholders, the Security Trustee
               must convene a meeting of the Class A Noteholders (in relation to
               which in determining the interests of the Class A Noteholders,
               the Security Trustee must rely on the instructions given by an
               Extraordinary Resolution of Class A Noteholders in a meeting held
               in accordance with clause 40).

         (d)   Provided that the Security Trustee acts in accordance with a
               determination of the Note Trustee (where it receives a
               determination from the Note Trustee) or in good faith (in each
               other case), it shall not incur any liability to any Mortgagee
               for giving effect to clauses 2.2(b), 2.2(c) or 2.2(d).

2.3      DURATION OF TRUST

         The trust established under this deed commences on the date of this
         deed and ends on the Vesting Date unless determined earlier.

3.       CHARGE
--------------------------------------------------------------------------------

3.1      CHARGE

         (a)   Subject to paragraph (b), the Chargor charges to the Security
               Trustee, for the Security Trustee and as trustee for the
               Mortgagees all of the present and future Trust Assets and
               undertaking of the Trust.

         (b)   The Charge does not charge any Trust Assets as at the date of
               this deed which on the date of this deed are, or are taken, under
               the applicable stamp duties legislation of the relevant
               jurisdiction, to be situated in any State or Territory of
               Australia other than the Australian Capital Territory or the
               Northern Territory.

3.2      SECURITY

         (a)   The security created by this deed secures the due and punctual
               payment of the Secured Moneys.

         (b)   This deed is given in consideration of the Security Trustee and
               the Mortgagees entering the Transaction Documents and for other
               valuable consideration received.

3.3      PROSPECTIVE LIABILITY

         For the purpose of the Corporations Act the maximum prospective
         liability (as defined in the Corporations Act) secured by this deed at
         any time is A$5,000,000,000 or its equivalent and the total amount
         recoverable under this deed is limited to A$5,000,000,000.

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4.       NATURE OF CHARGE
--------------------------------------------------------------------------------

4.1      PRIORITY

         The Charge is a first charge and takes priority over all Security
         Interests that have been granted over the Mortgaged Property.

NATURE OF CHARGE

         The Charge operates, subject to clause 4.4, as a floating charge only,
         over all Mortgaged Property.

4.2      DEALING WITH MORTGAGED PROPERTY

         (a)   Except with the prior written consent of the Security Trustee and
               (subject to clause 40.17(b)) the Noteholder Mortgagees, or as
               expressly permitted in any Transaction Document, the Chargor
               shall not, and the Trust Manager shall not direct the Chargor to:

               (i)       create or allow to exist any Security Interest over any
                         Mortgaged Property; or

               (ii)      in any other way:

                         (A)  dispose of;

                         (B)  create or allow any interest in; or

                         (C)  part with possession of,

                         any Mortgaged Property, except, subject to the
                         Transaction Documents, any disposal of or dealing with
                         any asset for the time being subject to the floating
                         charge in the ordinary course of its ordinary business.

         (b)   Where by law a Mortgagee may not restrict the creation of any
               Security Interest over an asset ranking after the Charge,
               paragraph (a) will not restrict that creation. However, the
               Chargor shall ensure that before that Security Interest is
               created the holder of that Security Interest enters into a deed
               of priority in form and substance specified by the Security
               Trustee.

4.3      CRYSTALLISATION

         The floating charge referred to in clause 4.2 will automatically and
         immediately crystallise and operate as a fixed charge:

         (a)   in respect of any asset:

               (i)       upon notice to the Chargor from the Security Trustee
                         (which it may only give following an Event of Default);

               (ii)      if without the prior written consent of the Security
                         Trustee (and, subject to clause 40.17(b), the
                         Noteholder Mortgagees), the Chargor:

                         (A) creates or allows any Security Interest over;

                         (B) sells, leases or otherwise disposes of;

                         (C) creates or allows any interest in; or

                         (D) parts with possession of,

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                         that asset in breach of a Transaction Document, or
                         agrees or attempts to do so or takes any step towards
                         doing so;

               (iii)     on the Commissioner of Taxation or his delegate or
                         successor signing a notice under:

                         (A)  s218 or s255 of the Income Tax Assessment Act 1936
                              (Cth) and the Income Tax Assessment Act 1997
                              (Cth);

                         (B)  s260-5 of the Taxation Administration Act 1953
                              (Cth); or

                         (C)  any similar legislation,

                         which will affect that asset; or

               (iv)      on a Government Agency taking any step which may result
                         in an amount of Tax or an amount owing to a Government
                         Agency ranking ahead of the floating charge with
                         respect to that asset; or

         (b)   in respect of all the Mortgaged Property:

               (i)       if an Insolvency Event occurs with respect to the
                         Chargor; or

               (ii)      on the security constituted by this deed being enforced
                         in any way.

         Except where expressly stated, no notice or action by any Mortgagee is
         necessary for the charge to crystallise.

4.4      DE-CRYSTALLISATION

         The Security Trustee may, at the direction of the Trust Manager at any
         time release any asset which has become subject to a fixed charge under
         clause 4.4 from the fixed charge by notice to the Chargor. That asset
         will then again be subject to the floating charge and to the further
         operation of that clause. The Security Trustee must notify each
         Designated Rating Agency of any such release.

5.       COVENANTS AND WARRANTIES
--------------------------------------------------------------------------------

5.1      COVENANT

         (a)   The Chargor acknowledges its indebtedness to each Mortgagee in
               respect of the relevant Secured Moneys. The Chargor shall duly
               and punctually pay the Secured Moneys. After an Event of Default
               (whether or not it subsists) it will pay the Secured Moneys when
               due in accordance with the Transaction Documents, including in
               accordance with clause 8.2.

         (b)   Subject to the limitations on the obligations and liability of
               the Chargor under the Master Trust Deed and the other Transaction
               Documents, the Chargor shall use its reasonable endeavours to
               ensure that no Event of Default occurs.

         (c)   The Chargor will ensure that it complies with its material
               obligations under the Transaction Documents.

         (d)   The Chargor will give to the Security Trustee any information
               relating to the Trust in the power or possession of the Chargor
               that the Security Trustee reasonably requests in

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               connection with the exercise and performance of its powers and
               obligations under this deed, including without limitation:

               (i)       the identity, and notice details of, each Mortgagee and
                         Beneficiary; and

               (ii)      the amount and details of any Secured Moneys owing to
                         each Mortgagee.

         (e)   The Trust Manager shall cause this deed to be lodged for
               registration with the Australian Securities and Investments
               Commission before the Chargor issues a Note.

5.2      NEGATIVE COVENANTS

         The Chargor shall not do, nor shall the Trust Manager direct the
         Chargor to do, any of the following without the prior written consent
         of the Security Trustee (and, subject to clause 40.17(b), the
         Noteholder Mortgagees) and without prior written confirmation from each
         Designated Rating Agency of the rating (if any) assigned by it to any
         Class of Notes in relation to the Trust except as permitted by this
         deed or the Master Trust Deed or the Series Notice for the Trust:

         (a)   (NO FINANCIAL INDEBTEDNESS) create, incur, assume, permit or
               suffer to exist any Financial Indebtedness except for:

               (i)       the Notes;

               (ii)      Financial Indebtedness arising under the Transaction
                         Documents in relation to the Trust (including under a
                         Support Facility); or

               (iii)     Financial Indebtedness which is fully subordinated to
                         the Secured Moneys or is non-recourse other than with
                         respect to proceeds in excess of those needed to pay
                         the Secured Moneys, and which does not constitute a
                         claim against the Chargor in the event that those
                         excess proceeds are insufficient to pay that
                         subordinated Financial Indebtedness; or

               (iv)      Financial Indebtedness when the Chargor has received
                         written confirmation from each Designated Rating Agency
                         that it will not result in any reduction or withdrawal
                         of the rating assigned to any Class of Notes rated by
                         that Designated Rating Agency;

         (b)   (NO RELEASE UNDER TRANSACTION DOCUMENTS) give any release or
               discharge (whether full, partial or conditional) to any person in
               respect of their obligations under any of the Transaction
               Documents relating to the Trust, except as permitted by the
               Transaction Documents;

         (c)   (OTHER ACTIVITIES) not engage in any business or activity in
               relation to the Trust other than as contemplated in the
               Transaction Documents;

         (d)   (BANK ACCOUNTS) not open any bank account not specified in the
               Transaction Documents; and

         (e)   (SECURITY INTEREST) not create or permit or suffer to exist any
               other Security Interest over the Mortgaged Property other than
               the Chargor's Indemnity.

5.3      WARRANTY

         The Chargor makes the following representations and warranties:

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         (a)   (TRANSACTION DOCUMENTS REPRESENTATIONS AND WARRANTIES) All
               representations and warranties of the Chargor in the Transaction
               Documents are true or, if not yet made, will be true when made.

         (b)   (GOOD TITLE) The Chargor is the legal owner of the Mortgaged
               Property and has the power under the Master Trust Deed and the
               Series Notice to enter into this deed and to charge in the manner
               provided in this deed the Mortgaged Property. Subject only to the
               Master Trust Deed (including, without limitation, the Chargor's
               Indemnity) and this deed, the Mortgaged Property is free of all
               other Security Interests.

         (c)   (TRUST VALIDLY CREATED) The Trust has been validly created and is
               in existence at the date of this deed.

         (d)   (SOLE TRUSTEE) The Chargor has been validly appointed as trustee
               of the Trust and is presently the sole trustee of the Trust.

         (e)   (MASTER TRUST DEED) The Trust is constituted pursuant to the
               Master Trust Deed, the Notice of Creation of Trust and the Series
               Notice.

         (f)   (RIGHT OF INDEMNITY) Except as expressly provided in the Master
               Trust Deed or the Series Notice or statute it has not limited in
               any way, and it has no liability which may be set off against,
               the Chargor's Indemnity.

         (g)   (NO PROCEEDINGS TO REMOVE) No notice has been given to the
               Chargor and, to the Chargor's knowledge, no resolution has been
               passed or direction has been given, removing the Chargor as
               trustee of the Trust.

5.4      TRUST MANAGER'S UNDERTAKINGS

         The Trust Manager undertakes to the Security Trustee promptly to give
         to the Security Trustee, each Designated Rating Agency and the Note
         Trustee:

         (a)   a copy of each Trust Manager's Report given in relation to the
               Trust (if any);

         (b)   each audit report issued by the Auditor in relation to the Trust;
               and

         (c)   upon request from the Security Trustee or the Note Trustee (as
               the case may be), a copy of each Transaction Document and details
               and information relating to:

               (i)       the identity, and notice details of, each Support
                         Facility Provider; and

               (ii)      the Secured Moneys owing to each Support Facility
                         Provider.

6.       FURTHER ASSURANCES
--------------------------------------------------------------------------------

6.1      FURTHER ASSURANCES

         Whenever the Security Trustee reasonably requests the Chargor to do
         anything in order:

         (a)   more satisfactorily to mortgage, assure or secure the Mortgaged
               Property to the Mortgagees or the Security Trustee's nominee in a
               manner not inconsistent with this deed or any Transaction
               Document; or

         (b)   to aid in the execution or exercise of any Power,

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         the Chargor shall do it immediately, subject to any liability it incurs
         (other than from its own negligence, fraud or wilful default) being
         covered by the Chargor's Indemnity. It may include registering this
         deed, executing or registering any other document or agreement,
         delivering Transaction Documents or evidence of title and executing and
         delivering blank transfers.

7.       NOTE TRUSTEE
--------------------------------------------------------------------------------

7.1      CAPACITY

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

7.2      EXERCISE OF RIGHTS

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

         (a)   the rights, remedies and discretions of the US$ Noteholders under
               this deed including all rights to vote or give instructions or
               consent to the Security Trustee and to enforce any undertaking or
               warranty under this deed, may only be exercised by the Note
               Trustee on behalf of the US$ Noteholders in accordance with the
               Note Trust Deed; and

         (b)   the US$ Noteholders may only exercise enforcement rights in
               respect of the Mortgaged Property through the Note Trustee and
               only in accordance with this deed and the Note Trust Deed.

7.3      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 a Class of US$
         Noteholders from time to time and need not inquire whether the Note
         Trustee or a Class of the US$ 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.

7.4      PAYMENTS

         Any payment to be made to a US$ Noteholder under this deed may be made
         to the Note Trustee or a Paying Agent on behalf of that US$ Noteholder
         and any such payment is a good discharge to the Chargor or the Security
         Trustee.

7.5      NOTICES

         Any notice to be given to a US$ Noteholder under this deed may be given
         to the Note Trustee on behalf of that US$ Noteholder. Any costs to the
         Note Trustee of publishing such notice to the US$ Noteholders will be
         reimbursed by the Chargor to the Note Trustee.

8.       EVENTS OF DEFAULT
--------------------------------------------------------------------------------

8.1      EVENTS OF DEFAULT

         Each of the following is an Event of Default (whether or not it is
         within the control of the Chargor).

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         (FAILURE TO PAY) The Chargor fails to pay:

               (i)       any Interest within 10 Business Days of the Payment
                         Date on which the Interest was due to be paid, together
                         with all Interest accrued and payable on that Interest;
                         and

               (ii)      any other Secured Moneys, within 10 Business Days of
                         the due date for payment (or within any applicable
                         grace period agreed with the Mortgagee to whom the
                         Secured Moneys relate or, where the Mortgagee is a US$
                         Noteholder, the Note Trustee on behalf of that US$
                         Noteholder),

               (iii)     sub-clauses (i) and (ii) above will not constitute
                         Events of Default:

                         (A)  if the Secured Moneys which the Chargor failed to
                              pay are subordinated to payment of amounts due to
                              Class A Noteholders while any Secured Moneys
                              remain owing:

                              (1)  to Class A Noteholders; or

                              (2)  to any other person, which rank in priority
                                   to amounts due to Class A Noteholders; or

                         (B)  where the Chargor had sufficient available funds
                              with its bankers with which the bank accounts of
                              the Trust are held and had given instructions to
                              those bankers to make that payment, and that the
                              payment would have been made but for temporary
                              technical or administrative difficulties outside
                              the control of the Chargor.

         (b)   (BREACH OF OBLIGATION) The Chargor fails to perform or observe
               any other provisions (other than an obligation referred to in
               paragraph (a) of a Transaction Document (including any
               representation, warranty or undertaking) and that default (if in
               the opinion of the Security Trustee is capable of remedy, that
               opinion, subject to clause 40.17(b), having been approved in
               writing by the Noteholder Mortgagees) is not remedied for 30 days
               after written notice (or such longer period as may be specified
               in the notice, that longer period subject to clause 40.17(b),
               having been approved in writing by the Noteholder Mortgagees)
               from the Security Trustee requiring the failure to be remedied.

         (c)   (INSOLVENCY) An Insolvency Event occurs in relation to the
               Chargor (in its capacity as trustee of the Trust).

         (d)   (PRIORITY OF CHARGE) The Charge is not or ceases to be a first
               ranking charge over the Trust Assets, or any other obligation of
               the Chargor (other than as mandatorily preferred by law) ranks
               ahead of or pari passu with any of the Secured Moneys.

         (e)   (ENFORCEMENT OF SECURITY) Any Security Interest over the Assets
               of the Trust is enforced.

         (f)   (INTEREST RATE SWAP OR CURRENCY SWAPS) An Interest Rate Swap or
               Currency Swap is terminated and a replacement Interest Rate Swap
               or Currency Swap (as the case may be) on terms that will not lead
               to a withdrawal or downgrade of the rating assigned to any Notes,
               is not put in place.

         (g)   (VITIATION OF TRANSACTION DOCUMENTS)

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               (i)       All or any part of any Transaction Document (other than
                         an Interest Rate Swap or a Currency Swap) is terminated
                         or is or becomes void, illegal, invalid, unenforceable
                         or of limited force and effect; or

               (ii)      a party becomes entitled to terminate, rescind or avoid
                         all or part of any Transaction Document (other than an
                         Interest Rate Swap or a Currency Swap).

         (h)   (TRUST) Without the prior consent of the Security Trustee (that
               consent, subject to clause 40.17(b), having been approved in
               writing by the Noteholder Mortgagees):

               (i)       the Trust is wound up, or the Chargor is required to
                         wind up the Trust under the Master Trust Deed or
                         applicable law, or the winding up of the Trust
                         commences;

               (ii)      the Trust is held or is conceded by the Chargor not to
                         have been constituted or to have been imperfectly
                         constituted;

               (iii)     unless another trustee is appointed to the Trust under
                         the Transaction Documents, the Chargor ceases to be
                         authorised under the Trust to hold the property of the
                         Trust in its name and to perform its obligations under
                         the Transaction Documents.

8.2      RIGHTS OF THE SECURITY TRUSTEE UPON EVENT OF DEFAULT

         At any time after an Event of Default occurs, the Security Trustee may,
         and shall (subject to clauses 9.2, 9.3, 9.4 and 9.5) if so directed by
         an Extraordinary Resolution of the Voting Mortgagees:

         (a)   declare the Charge immediately enforceable; and/or

         (b)   declare the Secured Moneys immediately due and payable; and/or

         (c)   give a notice crystallising the charge in relation to any or all
               of the Mortgaged Property under clause 4.4; and/or

         (d)   appoint a Receiver over the Trust Assets, or exercise the powers
               that a Receiver would otherwise have if appointed under this
               deed.

         The Security Trustee may exercise its rights under this clause
         notwithstanding any delay or previous waiver.

8.3      NOTIFY EVENTS OF DEFAULT

         Each of the Chargor and the Trust Manager must promptly notify the
         Security Trustee, the Note Trustee and each Designated Rating Agency
         if, to the knowledge of its officers who are responsible for the
         administration of the Trust, it becomes aware of the occurrence of an
         Event of Default, Trustee's Default, Servicer Transfer Event or Trust
         Manager's Default including full details of that Event of Default,
         Trustee's Default, Servicer Transfer Event or Trust Manager's Default
         (as the case may be).

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9.       ENFORCEMENT
--------------------------------------------------------------------------------

9.1      POWER TO ENFORCE

         At any time after the Charge becomes enforceable, the Security Trustee
         may, at its discretion and without further notice (subject to the terms
         of this deed including, without limitation, clause 8.2) take such
         proceedings as it may think fit to enforce any of the provisions of
         this deed.

9.2      NO OBLIGATION TO ENFORCE

         Subject to clause 9.3, pending the receipt of directions from the
         Voting Mortgagees as contemplated by clauses 9.3 and 9.4, the Security
         Trustee shall not be bound to take any action or give any consent or
         waiver or make any determination under this deed (including, to appoint
         any Receiver, to declare the Charge enforceable or the Secured Moneys
         immediately due and payable pursuant to clause 8.2 or to take any other
         proceedings referred to in clause 9.1). Nothing in this clause shall
         affect the operation of clause 4.4 or the Charge becoming enforceable
         prior to the Security Trustee receiving directions from the Mortgagees.

9.3      OBLIGATION TO CONVENE MEETING

         Following the Security Trustee becoming actually aware of the
         occurrence of an Event of Default in accordance with clause 38, it
         shall, subject to clause 9.7, promptly convene a meeting of the Voting
         Mortgagees in accordance with this deed, at which it shall seek
         directions from the Voting Mortgagees by way of an Extraordinary
         Resolution of the Voting Mortgagees (or a written resolution signed by
         all Voting Mortgagees) regarding the action it should take as a result
         of that Event of Default including whether to do any of the things
         referred to in clauses 8.2(a) to 8.2(d) inclusive.

9.4      SECURITY TRUSTEE TO ACT IN ACCORDANCE WITH DIRECTIONS

         (a)   Subject to sub-clause (b), the Security Trustee shall take all
               action necessary to give effect to any Extraordinary Resolution
               of the Voting Mortgagees or to any direction of the Note Trustee
               (where it is the only Voting Mortgagee) and shall comply with all
               directions contained in or given pursuant to any Extraordinary
               Resolution of the Voting Mortgagees or to any direction given by
               the Note Trustee (where it is the only Voting Mortgagee).

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

               (i)       this deed; and

               (ii)      the Security Trustee being adequately indemnified from
                         the Trust Funds or the Security Trustee receiving from
                         the Voting Mortgagees (other than the Note Trustee) an
                         indemnity in a form reasonably satisfactory to the
                         Security Trustee (which may be by way of an
                         Extraordinary Resolution of the Voting Mortgagees)
                         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 Mortgagees.

               The Security Trustee shall first claim on its indemnity from the
               Trust Assets before it claims on any indemnity from the
               Mortgagees (other than the Note Trustee), including any

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               indemnity provided under clause 9.5. The Note Trustee is in no
               circumstance required to give an indemnity to the Security
               Trustee.

         (c)   If an Event of Default is a payment default in respect of a
               subordinated Class of Notes, as long as there are Notes
               outstanding that rank prior to those subordinated Notes, the
               Security Trustee shall not take any action without the consent of
               each Class of Noteholders in respect of each Class of prior
               ranking Notes (or, in the case of a Class of US$ Noteholders, the
               Note Trustee) by Extraordinary Resolution.

         (d)   If the Security Trustee becomes bound to take steps and/or
               proceed under this deed and it fails to do so within a reasonable
               time and such failure is continuing the Voting Mortgagees may
               exercise such powers as they determine in accordance with the
               Series Notice and (where relevant) the Note Trust Deed and then
               only if and to the extent they are able to do so under Australian
               law.

9.5      SECURITY TRUSTEE MUST RECEIVE INDEMNITY

         If:

         the Security Trustee convenes a meeting of the Voting Mortgagees, or is
               required by an Extraordinary Resolution to take any action
               under this deed, and advises the Voting Mortgagees that the
               Security Trustee will not act in relation to the enforcement
               of this deed unless it is personally indemnified by the Voting
               Mortgagees (other than the Note Trustee) 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 put in funds to the extent
               to which it may become liable (including costs and expenses);
               and

         (a)   the Voting Mortgagees refuse to grant the requested indemnity,
               and put it in funds,

         then the Security Trustee will not be obliged to act in relation to
         that enforcement. In those circumstances, the Voting Mortgagees may
         exercise such Powers as they determine by Extraordinary Resolution and
         the Security Trustee is not liable in any manner whatsoever in relation
         to, or in connection with, such an exercise of those powers. The Note
         Trustee is in no circumstance required to give any indemnity to the
         Security Trustee.

9.6      LIMITATION ON RIGHTS OF MORTGAGEES

         Subject to this deed, the powers, rights and remedies conferred on the
         Security Trustee by this deed are exercisable by the Security Trustee
         only, and no Mortgagee is entitled without the written consent of the
         Security Trustee to exercise some or any of them. Without limiting the
         generality of the foregoing, but subject to clause 9.5, no Mortgagee is
         entitled to enforce the Charge or the provisions of this deed or to
         appoint or cause to be appointed a Receiver to any of the Mortgaged
         Property or otherwise to exercise any power conferred by the terms of
         any applicable law on charges except as provided in this deed.

9.7      IMMATERIAL WAIVERS

         (a)   The Security Trustee may agree, on any terms and conditions as it
               may deem expedient, having first consulted with the Class A
               Mortgagees and given notice to each Designated

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               Rating Agency, but without the consent of the Mortgagees and
               without prejudice to its rights in respect of any subsequent
               breach, to any waiver or authorisation of any breach or proposed
               breach of any of the terms and conditions of the Transaction
               Documents or any of the provisions of this deed which is not, in
               the reasonable opinion of the Security Trustee, materially
               prejudicial to the interests of the Mortgagees and may determine
               that any event that would otherwise be an Event of Default shall
               not be treated as an Event of Default for the purpose of this
               deed.

         (b)   No such waiver, authorisation or determination shall be made in
               contravention of any directions contained in an Extraordinary
               Resolution of Voting Mortgagees.

         (c)   No waiver, authorisation or determination may, once given, be
               overridden or withdrawn by an Extraordinary Resolution of Voting
               Mortgagees but the Security Trustee may (subject to clause
               40.17(b), with the prior written consent of the Noteholder
               Mortgagees) give a waiver, authorisation or determination on
               terms that allow it to be overridden or withdrawn.

         (d)   Any waiver, authorisation or determination shall, if the Security
               Trustee so requires, be notified to the Voting Mortgagees by the
               Trust Manager as soon as practicable thereafter in accordance
               with this deed.

9.8      ACTS PURSUANT TO RESOLUTIONS

         The Security Trustee shall not be responsible for having acted in good
         faith upon any resolution purporting to have been passed at any meeting
         of the Voting Mortgagees 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 that meeting or the passing of that
         resolution or that for any reasons that resolution was not valid or
         binding upon the Voting Mortgagees.

9.9      OVERRIDING PROVISION

         Notwithstanding any other provision of this deed:

         (a)   the Security Trustee is not obliged to do or omit to do anything
               including entering into any transaction or incurring any
               liability unless the Security Trustee's liability is limited in a
               manner satisfactory to the Security Trustee in its absolute
               discretion; and

         (b)   the Security Trustee will not be under any obligation to advance
               or use its own funds for the payment of any costs, expenses or
               liabilities, except in respect of its own fraud, negligence or
               wilful default.

10.      APPOINTMENT OF RECEIVER
--------------------------------------------------------------------------------

10.1     APPOINTMENT

         To the extent permitted by law and subject to clause 9, at any time
         after the Charge becomes enforceable under this deed the Security
         Trustee or any Authorised Signatory of the Security Trustee may:

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         (a)   appoint any person or any 2 or more persons jointly or severally
               or both to be a receiver or receiver and manager of all or any of
               the Mortgaged Property;

         (b)   remove any Receiver;

         (c)   appoint another Receiver in addition to or in place of a
               Receiver; and

         (d)   fix or vary the remuneration of a Receiver.

10.2     AGENT OF CHARGOR

         (a)   Subject to clauses 10.2(b) and 10.4, every Receiver is the agent
               of the Chargor. The Chargor alone is responsible for the
               Receiver's acts and defaults.

         (b)   (i)       Any Receiver will be the agent of the Chargor in its
                         capacity as trustee of the Trust only; and

               (ii)      notwithstanding anything else in this deed or at law,
                         the Chargor in its personal capacity is not responsible
                         for any negligent act or negligent omission of the
                         Receiver.

10.3     RECEIVER'S POWERS

         In addition to any powers granted by law, and except to the extent
         specifically excluded by the terms of his appointment and in accordance
         with the interests of the Mortgagees in accordance with this deed,
         every Receiver has power to do anything in respect of the Mortgaged
         Property that the Chargor could do (including, without limitation,
         having regard to its powers and the extent of its liability under the
         Master Trust Deed). However, every Receiver acknowledges that the
         Chargor's liability in relation to the Receiver's exercise of those
         powers is limited to the assets of the Trust. His powers include the
         following.

         (a)   (TAKE POSSESSION AND MANAGE) He may take possession of, get in
               and manage the Mortgaged Property.

         (b)   (LEASE) He may lease any of the Mortgaged Property for any term
               (whether or not the Receiver has taken possession).

         (c)   (CARRY ON BUSINESS) He may carry on or concur in carrying on any
               business.

         (d)   (ACQUIRE ANY ASSET) He may acquire in any manner any asset
               (including to take it on lease). After that acquisition it will
               be included in the Mortgaged Property.

         (e)   (MAINTAIN AND IMPROVE THE MORTGAGED PROPERTY) He may do anything
               to maintain, protect or improve any of the Mortgaged Property or
               to obtain income or returns from any of the Mortgaged Property
               (including by development, sub-division, construction,
               alteration, or repair, of any property or by pulling down,
               dismantling or scrapping, any property).

         (f)   (RAISE MONEY) He may:

               (i)       borrow or raise any money from any Mortgagee or any
                         other person approved by the Security Trustee;

               (ii)      give Guarantees; and

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               (iii)     grant any Security Interest over any of the Mortgaged
                         Property to secure that money or Guarantee. That
                         Security Interest may rank in priority to or equally
                         with or after, the security created by this deed. It
                         may be given in the name of the Chargor or otherwise.

         (g)   (LEND) He may lend money or provide financial accommodation.

         (h)   (SELL)


               (i)       He may sell any of the Mortgaged Property (whether or
                         not the Receiver has taken possession).

               (ii)      Without limitation, any sale may be made:

                         (A)  by public auction, private treaty or tender;

                         (B)  for cash or on credit;

                         (C)  in one lot or in parcels;

                         (D)  either with or without special conditions or
                              stipulations as to title or time or mode of
                              payment of purchase money or otherwise;

                         (E)  with power to allow the whole or any part of the
                              purchase money to be deferred (whether with or
                              without any security); and

                         (F)  whether or not in conjunction with the sale of any
                              property by any person.

         (i)   (OPTIONS) He may grant or take put or call options.

         (j)   (SEVER FIXTURES) He may sever fixtures.

         (k)   (EMPLOY) He may employ or discharge any person as employee,
               contractor, agent, professional adviser, consultant or auctioneer
               for any purpose.

         (l)   (COMPROMISE) He may make or accept any arrangement or compromise.

         (m)   (GIVE RECEIPTS) He may give receipts for money and other assets.

         (n)   (PERFORM AND ENFORCE AGREEMENTS) He may:

               (i)       perform or enforce;

               (ii)      exercise or refrain from exercising the Chargor's
                         rights and powers under; or

               (iii)     obtain the benefit in other ways of,

               any documents or agreements or rights which form part of the
               Mortgaged Property and any documents or agreements entered into
               in exercise of any Power.

         (o)   (VARY AND TERMINATE AGREEMENTS) He may vary, rescind or terminate
               any document or agreement (including surrender or accept the
               surrender of leases).

         (p)   (AUTHORISATIONS) He may apply for, take up, transfer or surrender
               any Authorisation or any variation of any Authorisation.

         (q)   (TAKE INSOLVENCY PROCEEDINGS) He may make, commence and pursue
               insolvency proceedings against any person and do any thing in
               relation to any actual or contemplated Liquidation (including
               attend and vote at meetings of creditors and appoint proxies).

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         (r)   (TAKE PROCEEDINGS) He may commence, defend, conduct, settle,
               discontinue or compromise proceedings in the name of the Chargor
               or otherwise.

         (s)   (EXECUTE DOCUMENTS) He may enter into and execute documents or
               agreements on behalf of himself or the Chargor.

         (t)   (OPERATE BANK ACCOUNTS) He may operate any bank account
               comprising part of the Mortgaged Property and open and operate
               any further bank account.

         (u)   (SURRENDER MORTGAGED PROPERTY) He may surrender, release or
               transfer any of the Mortgaged Property.

         (v)   (EXCHANGE MORTGAGED PROPERTY) He may exchange with any person any
               of the Mortgaged Property for other property.

         (w)   (PROMOTE COMPANIES) He may promote the formation of companies
               with a view to purchasing any of the Mortgaged Property or
               assuming the obligations of the Chargor or otherwise.

         (x)   (DELEGATE) He may delegate to any person approved by the Security
               Trustee any of his Powers (including delegation).

         (y)   (HAVE ACCESS) He may exercise all the rights of the Chargor under
               the Transaction Documents with respect to the Trust Assets.

         (z)   (VOTE) He may exercise any voting or other rights or powers in
               respect of any of the Mortgaged Property and do anything in
               relation to shares or marketable securities.

         (aa)  (OTHER OUTGOINGS) He may pay any outgoing or indebtedness of the
               Chargor or any other person.

         (bb)  (SECURITY INTERESTS) He may redeem any Security Interest or
               acquire it and any debt secured by it.

         (cc)  (INSURE) He may take out insurance.

         (dd)  (INSURANCE CLAIMS) He may make, enforce, compromise and settle
               all claims in respect of insurance.

         (ee)  (INCIDENTAL POWER) He may do anything incidental to the exercise
               of any other Power.

         All of the above paragraphs are to be construed independently.  None
         limits the generality of any other.

10.4     RECEIVER APPOINTED AFTER COMMENCEMENT OF WINDING UP

         The power to appoint a Receiver may be exercised even though:

         (a)   an order may have been made or a resolution may have been passed
               for the Liquidation of the Chargor; and

         (b)   a receiver appointed in those circumstances may not, or may not
               in some respects specified by the Receiver, act as the agent of
               the Chargor.

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10.5     POWERS EXERCISABLE BY THE SECURITY TRUSTEE

         Whether or not a Receiver has been appointed, the Security Trustee may
         exercise any Power of a Receiver at any time after the Charge becomes
         enforceable under this deed in addition to any Power of the Mortgagees
         and without giving notice. It may exercise those Powers and its Powers
         without taking possession or being liable as mortgagee in possession.
         Without limitation, it may exercise those Powers and its Powers
         directly or through one or more agents. In the latter event, anything
         done or incurred by such an agent will be taken to be done or incurred
         by the Security Trustee provided that the Security Trustee will have no
         liability in respect of the negligence or default of any agent
         appointed by the Security Trustee with reasonable care for the purpose
         of performing functions of a type which are not reasonably capable of
         supervision by the Security Trustee.

10.6     WITHDRAWAL

         The Security Trustee may at any time (provided it does not have an
         Adverse Effect) give up possession of any Mortgaged Property and may at
         any time withdraw any receivership.

11.      REMUNERATION OF SECURITY TRUSTEE
--------------------------------------------------------------------------------

11.1     COSTS

         In accordance with the Series Notice, the Chargor shall reimburse the
         Security Trustee for all costs and expenses of the Security Trustee
         properly incurred in acting as Security Trustee.

11.2     FEE

         (a)   The Security Trustee shall be entitled to a fee from the proceeds
               of the Mortgaged Property at the rate agreed from time to time by
               the Chargor, the Security Trustee and the Trust Manager. This fee
               shall accrue from day to day.

         (b)   The Security Trustee's fee under sub-clause (a) shall be payable
               quarterly in arrears for the relevant period on the same dates as
               the Chargor's fee under the Master Trust Deed for the Trust or as
               agreed from time to time by the Chargor, the Security Trustee and
               the Trust Manager.

11.3     CESSATION OF FEE

         The Security Trustee shall not be entitled to remuneration under clause
         11.2 in respect of any period after the Charge Release Date or after it
         has resigned or been removed as Security Trustee.

12.      POWER OF ATTORNEY
--------------------------------------------------------------------------------

         (a)   For valuable consideration and by way of security the Chargor
               irrevocably appoints each Authorised Signatory of the Security
               Trustee severally its attorney to do anything, following the
               occurrence of an Event of Default, which:

               (i)       the Chargor is obliged to do under or in relation to
                         any Transaction Document; or

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               (ii)      any Mortgagee or any Receiver is authorised or
                         empowered to do under any Transaction Document or any
                         law but only at the times that the Mortgagee or
                         Receiver (if a Receiver had been appointed) would have
                         been able to do it.

         (b)   Without limitation, the Attorney may, following the occurrence of
               an Event of Default, at any time:

               (i)       do anything which in the opinion of the Security
                         Trustee or Attorney is necessary or expedient to
                         secure, preserve, perfect, or give effect to the
                         security contained in this deed (including anything
                         under clauses 13 or 14). For this purpose, without
                         limitation, he may execute any legal mortgage,
                         transfer, assignment and other assurance of any of the
                         Mortgaged Property in favour of any Mortgagee, any
                         purchaser or any nominee; and

               (ii)      delegate his powers (including delegation).

         (c)   No Attorney appointed under this deed may act inconsistently with
               this deed or any other Transaction Document.

13.      COMPLETION OF BLANK SECURITIES
--------------------------------------------------------------------------------

         The Security Trustee, any Authorised Signatory of the Security Trustee,
         any Receiver or any Attorney may complete any document which at any
         time is executed by or on behalf of the Chargor and deposited with the
         Security Trustee. It may complete it in favour of any Mortgagee, any
         purchaser or any nominee. It may not do so inconsistently with this
         deed or any other Transaction Document.

14.      PERFORMANCE OF CHARGOR'S OBLIGATIONS
--------------------------------------------------------------------------------

         If at any time the Chargor fails duly to perform any obligation in any
         Transaction Document the Security Trustee or any person it authorises
         may do anything which in its opinion is necessary or expedient to make
         good or to attempt to make good that failure to its satisfaction.

15.      STATUTORY POWERS
--------------------------------------------------------------------------------

15.1     POWERS IN AUGMENTATION

         The powers conferred on a mortgagee by law:

         (a)   are in addition to the Powers conferred by this deed;

         (b)   (to the extent permitted by law and after prior consultation with
               the Class A Mortgagees) may be exercised by the Security Trustee
               immediately after the Charge becomes enforceable under this deed
               and at any time subsequently; and

         (c)   are excluded or varied only so far as they are inconsistent with
               the express terms of this deed or any Collateral Security.

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15.2     NOTICE NOT REQUIRED

         To the extent permitted by law:

         (a)   the Chargor dispenses with any notice or lapse of time required
               by any law before enforcing this deed or any Collateral Security
               or exercising any Power; and

         (b)   subject to this deed, no Mortgagee is required to give notice to
               any person before enforcement or exercise; and

         (c)   any law requiring the giving of notice or the compliance with a
               procedure or the lapse of time before enforcement or exercise is
               excluded.

16.      APPLICATION OF MONEYS RECEIVED
--------------------------------------------------------------------------------

PRIORITIES

         (a)   The proceeds from the enforcement of the Charge are to be applied
               (notwithstanding any order of payment in the Series Notice) in
               the following order of priority, subject to any other priority
               which may be required by statute or law:

               (i)       FIRST, to the extent required by law, to pay the holder
                         of any prior ranking security interest of which the
                         Security Trustee has notice;

               (ii)      SECOND, to pay all costs, charges, expenses and
                         disbursements properly incurred in the exercise of any
                         power by the Security Trustee, the Note Trustee, a
                         receiver or an attorney or other amounts (other than
                         those referred to in paragraph (iv)) payable to the
                         Security Trustee or the Note Trustee under the Security
                         Trust Deed or the Note Trust Deed (as the case may be);

               (iii)     THIRD, to the extent that the moneys received by the
                         Security Trustee represent the proceeds of any cash
                         collateral lodged by a Support Facility Provider under
                         a Support Facility, to pay that Support Facility
                         Provider (this paragraph (iii) will not apply to the
                         extent that the relevant moneys received are applied in
                         accordance with the relevant document to satisfy any
                         obligation owed to the Chargor by the Support Facility
                         Provider);

               (iv)      FOURTH, to pay (pari passu and rateably):


                         (A)  any fees due to the Security Trustee, the Note
                              Trustee, each Paying Agent and the Calculation
                              Agent;

                         (B)  any fees and unpaid Expenses due to the Chargor;
                              and

                         (C)  the Receiver's remuneration;

               (v)       FIFTH, to pay (pari passu and rateably) any unpaid
                         Interest Adjustment due to the Approved Sellers;

               (vi)      SIXTH, to pay (pari passu and rateably):

                         (A)  all Secured Moneys owing to the Support Facility
                              Providers other than a Class B1 Currency Swap
                              Provider;

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                         (B)  all Secured Moneys owing to the Class A
                              Noteholders; and

                         (C)  all Secured Moneys owing in relation to any
                              Redraws made by the Chargor for which it has not
                              been reimbursed under the Transaction Documents;

               (vii)     SEVENTH, to pay (pari passu and rateably):

                         (A)  all Secured Moneys owing to the Class B
                              Noteholders; and

                         (B)  all Secured Moneys owing to the Class B1 Currency
                              Swap Provider;

               (viii)    EIGHTH, to pay (pari passu and rateably) any amounts
                         not covered above owing to a Mortgagee under a
                         Transaction Document;

               (ix)      NINTH, to pay any subsequent security interest of which
                         the Security Trustee has notice; and

               (x)       TENTH, to pay any surplus to the Chargor to be
                         distributed in accordance with the Master Trust Deed.


         (b)   The surplus will not carry interest. If the Security Trustee, or
               a Receiver, Mortgagee or Attorney pays the surplus to the credit
               of an account in the name of the Chargor with any bank carrying
               on business in Australia, the Security Trustee, Receiver,
               Mortgagee or Attorney (as the case may be) will be under no
               further liability in respect of it.

16.2     MONEYS ACTUALLY RECEIVED

         In applying any moneys towards satisfaction of the Secured Moneys, the
         Chargor will be credited only with the money available for that purpose
         which is actually received by the relevant Mortgagee or, where the
         Mortgagee is a US$ Noteholder, the Note Trustee. The credit will date
         from the time of receipt.

16.3     AMOUNTS CONTINGENTLY DUE

         If any of the Secured Moneys is contingently owing to any Mortgagee at
         the time of a distribution of an amount under clause 16.1, the Security
         Trustee may retain any of that amount. If it does, it shall place the
         amount retained on short term interest bearing deposit until the
         relevant Secured Moneys become actually due or cease to be contingently
         owing, or it becomes reasonably apparent that the relevant contingency
         will not occur and the Security Trustee shall then:

         (a)   pay to that Mortgagee, or (where the Mortgagee is a US$
               Noteholder) to the Note Trustee, the amount which becomes
               actually due to it; and

         (b)   apply the balance of the amount retained (together with interest
               earned on the deposit) in accordance with clause 16.1.

16.4     NOTICE OF SUBSEQUENT SECURITY INTERESTS

         (a)   If any Mortgagee receives actual or constructive notice of a
               subsequent Security Interest affecting any of the Mortgaged
               Property it may open a separate account in the name of the
               Chargor in the books of that Mortgagee.

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         (b)   If that Mortgagee does not open a new account it will be treated
               as if it had done so at the time it received actual or
               constructive notice of the Security Interest.

         (c)   From the time the new account is opened or is taken to be opened:


               (i)       all advances and accommodation made available by that
                         Mortgagee to the Chargor;

               (ii)      all payments and repayments made by the Chargor to that
                         Mortgagee; and

               (iii)     moneys to be applied towards the Secured Moneys under
                         clause 16.1,

               will be or will be taken to be debited or credited, as
               appropriate, to the new account. Payments, repayments and other
               moneys will only be applied in reduction of other Secured Moneys
               owing to that Mortgagee to the extent that there is no debit
               balance in that account.

16.5     SATISFACTION OF DEBTS

         Without limiting clause 31, each Mortgagee shall accept the
         distribution of moneys under this clause in full and final satisfaction
         of all Secured Moneys owing to it, and any debt represented by any
         shortfall that exists after any final distribution under this clause is
         extinguished.

16.6     PROPORTIONATE SHARING

         (a)   SHARING

               Whenever any Mortgagee receives or recovers any money in respect
               of any sum due from the Chargor under a Transaction Document in
               any way (including without limitation by set-off) or through
               distribution by the Security Trustee under this deed (the
               RECEIVED MONEYS).

               (i)       the Mortgagee shall immediately notify the Security
                         Trustee;

               (ii)      the Mortgagee shall immediately pay that money to the
                         Security Trustee (unless the Security Trustee directs
                         otherwise);

               (iii)     the Security Trustee shall treat the payment as if it
                         were a payment by the Chargor on account of all sums
                         then payable to the Mortgagees; and

               (iv)      (A)  the payment or recovery will be taken to have been
                              a payment for the account of the Security Trustee
                              and not to the Mortgagee for its own account, and
                              to that extent the liability of the Chargor to the
                              Mortgagee will not be reduced by the recovery or
                              payment, other than to the extent of any
                              distribution received by the Mortgagee under
                              paragraph (iii); and

                         (B)  (without limiting sub-paragraph (A)) immediately
                              on the Mortgagee making or becoming liable to make
                              a payment under paragraph (ii), the Chargor shall
                              indemnify the Mortgagee against the payment to the
                              extent that (despite sub-paragraph (A)) its
                              liability has been discharged by the recovery or
                              payment.

         (b)   NETTING

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               If a Mortgagee receives or recovers any Received Moneys, and does
               not pay that amount to the Security Trustee under paragraph (a)
               above, the Security Trustee may retain out of amounts which would
               otherwise be payable to the Mortgagee under this deed any amounts
               which the Security Trustee considers necessary to put all
               Mortgagees in the same position as if that Mortgagee had complied
               with, or been required to comply with, paragraph (a) above and
               the Security Trustee's obligation to apply monies to such
               Mortgagee shall be discharged to the extent of such retention.

17.      OTHER SECURITY INTERESTS OVER MORTGAGED PROPERTY
--------------------------------------------------------------------------------

         (a)   Any Mortgagee and any Receiver or Attorney may rely on the
               certificate of a holder of another Security Interest affecting or
               purporting to affect the Mortgaged Property as to the amount and
               property secured by the Security Interest.

         (b)   The Security Trustee or any Receiver may at any time pay or agree
               to pay the amount certified by the holder of a Security Interest
               or purported Security Interest to be necessary to discharge it or
               some indebtedness secured by it, or to acquire it. From the date
               of payment that amount will be part of the Secured Moneys and the
               Chargor shall indemnify the Security Trustee (and if other
               Mortgagees indemnify the Security Trustee, those other
               Mortgagees) and the Receiver against that amount. This applies
               whether or not that Security Interest or purported Security
               Interest was valid or prior, equal or subsequent ranking, or the
               property or moneys stated in the certificate were secured by it.

18.      PROTECTION OF MORTGAGEES, RECEIVER AND ATTORNEY
--------------------------------------------------------------------------------

         To the extent permitted by law, no Mortgagee, Receiver or Attorney will
         be liable:

         (a)   in respect of any conduct, delay, negligence or breach of duty in
               the exercise or non-exercise of any Power; nor

         (b)   for any loss (including consequential loss) which results,

         except where it arises from fraud, negligence or wilful default on the
         part of any Mortgagee, Receiver or Attorney.

19.      PROTECTION OF THIRD PARTIES
--------------------------------------------------------------------------------

19.1     NO ENQUIRY

         No party to any Dealing (as defined below) and no person asked to
         register a Dealing:

         (a)   is bound to enquire:

               (i)       whether an Event of Default has occurred or whether
                         this deed has become enforceable;

               (ii)      whether a person who is, or purports or is purported to
                         be, a Receiver or Attorney is duly appointed;

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               (iii)     as to the amount of Secured Moneys or whether Secured
                         Moneys are due and payable; or

               (iv)      in any other way as to the propriety or regularity of
                         the Dealing; or

         (b)   is affected by express notice that the Dealing is unnecessary or
               improper.

         For the protection of any party to a Dealing or a person registering a
         Dealing, the Dealing will be taken to be authorised by this deed and
         will be valid accordingly, even if there is any irregularity or
         impropriety in the Dealing.

         In this clause a DEALING is:

         (a)   any payment or any delivery or handing over of an asset to; or

         (b)   any acquisition, incurring of Financial Indebtedness, receipt,
               sale, lease, disposal or other dealing, by,

         any Mortgagee or any Receiver or Attorney, or any person who purports
         or is purported to be a Receiver or Attorney.

19.2     RECEIPT

         The receipt of any Authorised Signatory of any Mortgagee or any
         Receiver or Attorney (or person who purports, or is purported, to be a
         Receiver or Attorney) for any moneys or assets payable to, or
         receivable or received by, it exonerates the person paying those moneys
         or handing over that asset from being concerned as to their
         application, or from being liable or accountable for their loss or
         misapplication.

20.      EXPENSES, INDEMNITY
--------------------------------------------------------------------------------

20.1     EXPENSES

         In accordance with the Series Notice, the Chargor, shall reimburse each
         Mortgagee or (where the Mortgagee is a US$ Noteholder) the Note
         Trustee, Receiver and Attorney for its expenses in relation to:

         (a)   any consent, agreement, approval, waiver or amendment under or in
               relation to the Transaction Documents; and

               (i)       any actual or contemplated enforcement of the
                         Transaction Documents or the actual or contemplated
                         exercise, preservation or consideration of any Powers
                         under the Transaction Documents or in relation to the
                         Mortgaged Property; and

               (ii)      any enquiry by a Government Agency concerning the
                         Chargor or the Mortgaged Property or a transaction or
                         activity the subject of the Transaction Documents, or
                         in connection with which, financial accommodation or
                         funds raised under a Transaction Document are used or
                         provided.

         This includes legal costs and expenses (charged at the usual commercial
         rates of the legal services provider) expenses incurred in any review
         or environmental audit, in reimbursing or indemnifying any Receiver or
         Attorney or in retaining consultants to evaluate matters of material
         concern to that

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         Mortgagee and administrative costs including time of its executives
         (whose time and costs are to be charged at reasonable rates). This does
         not limit the generality of clause 20.2.

20.2     INDEMNITY

         Subject to clause 20.1, on demand the Chargor shall indemnify each
         Mortgagee and each Receiver and Attorney against any loss, cost,
         charge, liability or expense that Mortgagee (or any officer or employee
         of that Mortgagee) or any Receiver or Attorney may sustain or incur as
         a direct or indirect consequence of:

         (a)   the occurrence of any Event of Default; or

         (b)   any exercise or attempted exercise of any Power or any failure to
               exercise any Power.

21.      CURRENCY INDEMNITY
--------------------------------------------------------------------------------

         The Chargor shall indemnify each Mortgagee against any deficiency which
         arises whenever, for any reason (including as a result of a judgment,
         order or Liquidation):

         (a)   that Mortgagee receives or recovers an amount in one currency
               (the PAYMENT CURRENCY) in respect of an amount denominated under
               a Transaction Document in another currency (the DUE CURRENCY);
               and

         (b)   the amount actually received or recovered by that Mortgagee in
               accordance with its normal practice when it converts the Payment
               Currency into the Due Currency is less than the relevant amount
               of the Due Currency.

22.      STAMP DUTIES
--------------------------------------------------------------------------------

         (a)   The Chargor shall pay (and reimburse each Mortgagee (other than
               any Noteholder) all stamp, transaction, registration and similar
               Taxes (including fines and penalties)) in relation to the
               execution, delivery, performance or enforcement of any
               Transaction Document or any payment or receipt or any other
               transaction contemplated by any Transaction Document.

         (b)   Those Taxes include financial institutions duty, debits tax or
               other Taxes payable by return and Taxes passed on to any
               Mortgagee (other than any Noteholder) by a bank or financial
               institution other than interest withholding tax.

         (c)   The Chargor shall indemnify each Mortgagee against any liability
               resulting from delay or omission to pay those Taxes except to the
               extent the liability results from failure by the Mortgagee to pay
               any Tax after having been put in funds to do so by the Chargor.

23.      INTEREST ON OVERDUE AMOUNTS
--------------------------------------------------------------------------------

23.1     ACCRUAL

         Interest accrues on each unpaid amount which is due and payable by the
         Chargor under or in respect of this deed or any Transaction Document
         (including interest payable under this clause):

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         (a)   on a daily basis up to the date of actual payment from (and
               including) the due date or, in the case of an amount payable by
               way of reimbursement or indemnity, the date of disbursement or
               loss, if earlier;

         (b)   both before and after judgment (as a separate and independent
               obligation); and

         (c)   at the rate provided in clause 23.3,

         except where the Transaction Document provides otherwise.

23.2     PAYMENT

         The Chargor shall pay interest accrued under this clause on demand by
         the Security Trustee and on each Payment Date. That interest is payable
         in the currency of the unpaid amount on which it accrues.

23.3     RATE

         The rate applicable under this clause is the sum of 2% per annum plus
         the higher of the following, each as determined by the Security
         Trustee:

         (a)   the rate (if any) applicable to the amount immediately before the
               due date; and

         (b)   the sum of 2% and the Bank Bill Rate.

24.      CERTIFICATE AS TO AMOUNT OF SECURED MONEYS, ETC.
--------------------------------------------------------------------------------

         A certificate signed by an Authorised Signatory of the Security Trustee
         will be sufficient evidence against the Chargor and the Mortgagees, in
         the absence of manifest error or proof to the contrary:

         (a)   as to the amount of Secured Moneys stated in the certificate;

         (b)   that a person specified in that certificate is a Mortgagee;

         (c)   that a document specified in that certificate is a Transaction
               Document; and

         (d)   that the Security Trustee is of the opinion stated in the
               certificate.

25.      SURVIVAL OF REPRESENTATIONS
--------------------------------------------------------------------------------

         All representations and warranties in a Transaction Document survive
         the execution and delivery of the Transaction Documents and the
         provision of advances and accommodation.

26.      INDEMNITY AND REIMBURSEMENT OBLIGATIONS
--------------------------------------------------------------------------------

         Each indemnity, reimbursement and similar obligation in a Transaction
         Document:

         (a)   is a continuing obligation;

         (b)   is a separate and independent obligation;

         (c)   is payable on demand;

         (d)   survives termination or discharge of the Transaction Document;
               and

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         (e)   is subject to the order of payment contained in the Series Notice
               and clause 16 of this deed and the restriction on remedies
               contained in clause 31.

27.      CONTINUING SECURITY
--------------------------------------------------------------------------------

         Each of this deed and each Collateral Security is a continuing security
         despite any settlement of account, intervening payment or anything else
         until a final discharge of this deed and each Collateral Security has
         been given to the Chargor.

28.      OTHER SECURITIES
--------------------------------------------------------------------------------

         No Power and nothing in this deed or any Collateral Security merges in,
         or in any other way prejudicially affects or is prejudicially affected
         by:

         (a)   any other Security Interest; or

         (b)   any judgment, right or remedy against any person,

         which any Mortgagee or any person claiming through any Mortgagee may
         have at any time.

29.      DISCHARGE OF THE CHARGE
--------------------------------------------------------------------------------

29.1     RELEASE

         Upon the Trust Manager providing a certificate to the Security Trustee
         (upon which certificate the Security Trustee may rely conclusively and
         with a copy of that certificate to the Note Trustee) stating that:

         (a)   all Secured Moneys (actually or contingently owing) have been
               paid in full; and

         (b)   all the obligations of the Chargor under the Transaction
               Documents have been performed, observed and fulfilled,

         then the Security Trustee shall, subject to clause 29.2, at the request
         of the Trust Manager or the Chargor, and at the cost of the Trust
         Manager, release the Mortgaged Property from the Charge and this deed.

29.2     CONTINGENT LIABILITIES

         The Security Trustee shall be under no obligation to grant a release of
         the Charge or this deed in respect of the Trust unless at the time such
         release is sought the Security Trustee has no contingent or prospective
         liabilities in respect of the Trust or otherwise in connection with
         this deed whether or not there is any reasonable likelihood of such
         liabilities, becoming actual liabilities, including without limitation,
         in respect of any bills, notes drafts, cheques, guarantees, letters of
         credit or other notes or documents issued, drawn, endorsed or accepted
         by the Security Trustee for the account or at the request of the
         Chargor for the Trust.

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29.3     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, any law relating to preferences, bankruptcy,
         insolvency or the winding up of bodies corporate) and the Charge has
         already been discharged, the Chargor shall, at the expense of the Trust
         promptly do, execute and deliver, and cause any relevant person to do,
         execute and deliver, all such acts and notes as the Security Trustee
         may require to reinstate this Charge unless the Security Trustee agrees
         otherwise in writing.

30.      AMENDMENT
--------------------------------------------------------------------------------

30.1     APPROVAL OF TRUST MANAGER

         The Security Trustee and the Chargor may, following the giving of
         notice to each Designated Rating Agency, and with the written approval
         of the Trust Manager and the Note Trustee, by way of supplemental deed
         alter, add to or modify this deed (including this clause 30) so long as
         such alteration, addition or modification is:

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

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

         (c)   in the opinion of the Security Trustee appropriate or expedient
               as a consequence of an amendment to any law or regulation or
               altered requirements of any Government Agency (including, 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 law or regulation or an amendment to any law
               or regulation or ruling by the Commissioner or Deputy
               Commissioner of Taxation or any governmental announcement or
               statement, in any case which has or may have the effect of
               altering the manner or basis of taxation of trusts generally or
               of trusts similar to the Trust); or

         (d)   in the opinion of the Security Trustee and in accordance with
               this deed neither prejudicial nor likely to be prejudicial to the
               interest of the Mortgagees as a whole or any class of Mortgagee.

30.2     EXTRAORDINARY RESOLUTION OF VOTING MORTGAGEES

         Where in the opinion of the Security Trustee and in accordance with
         this deed, a proposed alteration, addition or modification to this
         deed, other than an alteration, addition or modification referred to in
         clause 30.1, is prejudicial or likely to be prejudicial to the interest
         of Mortgagees as a whole or any class of Mortgagees, the Security
         Trustee and the Chargor may make such alteration, addition or
         modification if sanctioned by an Extraordinary Resolution of the Voting
         Mortgagees or that class of Voting Mortgagees.

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30.3     DISTRIBUTION OF AMENDMENTS

         The Trust Manager shall distribute to all Mortgagees, a copy of any
         amendments made pursuant to clause 30.1 or 30.2 as soon as reasonably
         practicable after the amendment has been made.

31.      LIABILITY
--------------------------------------------------------------------------------

31.1     LIABILITY OF CHARGOR LIMITED TO ITS RIGHT OF INDEMNITY

         Clause 32.16 of the Master Trust Deed (as amended by the Series Notice)
         is incorporated into this deed as if set out in full, except that any
         reference to TRUST refers to the Trust.

31.2     UNRESTRICTED REMEDIES

         Nothing in clause 31.3 limits a Mortgagee in:

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

         (b)   obtaining declaratory relief.

31.3     RESTRICTED REMEDIES

         Except as provided in clause 31.1 and subject to clause 31.2, a
Mortgagee shall not:

         (a)   (STATUTORY DEMAND) issue any demand under s459E(1) of the
               Corporations Act (or any analogous provision under any other law)
               against the Chargor;

         (b)   (WINDING UP) apply for the winding up or dissolution of the
               Chargor;

         (c)   (EXECUTION) levy or enforce any distress or other execution to,
               on, or against any assets of the Chargor (other than the Trust
               Assets);

         (d)   (COURT APPOINTED RECEIVER) apply for the appointment by a court
               or a receiver to any of the assets of the Chargor (other than the
               Trust Assets);

         (e)   (JUDGMENT) obtain a judgment for the payment of money or damages
               by the Chargor;

         (f)   (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any
               set-off or counterclaim against the Chargor (other than in
               respect of the Trust Assets); or

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

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

31.4     LIABILITY OF SECURITY TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY

         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 Mortgagees, the Chargor, the
         Trust Manager or any other person) or the Trust or in respect of the
         Notes other than to the extent to which the liability is able to be
         satisfied out of the property of the trust established under this deed
         out of which the Security Trustee is actually indemnified or is
         entitled to be reimbursed 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, any other Transaction Document
         or by

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         operation of law, there is a reduction in the extent of the Security
         Trustee's indemnification out of the Assets of the Trust as a result of
         the Security Trustee's fraud, negligence or wilful default. Nothing in
         this clause 30.4 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
         Mortgaged Property.

31.5     ADVICE FROM PROFESSIONAL ADVISERS

         Neither the Security Trustee nor the Chargor will be regarded as
         negligent or in breach of trust to the extent to which the Security
         Trustee or the Chargor (as the case may be) accepts and relies on an
         opinion, advice or letter from a professional adviser (legal,
         financial, audit or otherwise) which contains a dollar amount
         limitation on that professional adviser's liability.

32.      WAIVERS, REMEDIES CUMULATIVE
--------------------------------------------------------------------------------

         (a)   No failure to exercise and no delay in exercising any Power
               operates as a waiver. No single or partial exercise of any Power
               precludes any other or further exercise of that Power or any
               other Power.

         (b)   The Powers in this deed and each Collateral Security are in
               addition to, and do not exclude or limit, any right, power or
               remedy provided by law.

33.      CONSENTS AND OPINION
--------------------------------------------------------------------------------

         Except where expressly stated any Mortgagee may give or withhold, or
         give conditionally, approvals and consents, may be satisfied or
         unsatisfied, may form opinions, and may exercise its Powers, at its
         absolute discretion.

34.      SEVERABILITY OF PROVISIONS
--------------------------------------------------------------------------------

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

         (b)   Without limiting the generality of paragraph (a):

               (i)       the definition of Secured Moneys does not include any
                         liability so long as and to the extent that the
                         inclusion of that liability would avoid, invalidate or
                         render ineffective clause 3 or 4 or the security
                         constituted by this deed; and

               (ii)      the definition of the Mortgaged Property does not
                         include any asset so long as and to the extent that the
                         inclusion of that asset would invalidate, avoid or
                         render ineffective clause 3 or 4 or the security
                         constituted by this deed.

               The Chargor shall use its reasonable endeavours to satisfy any
               condition or obtain any Authorisation which relates to it as
               trustee of the Trust, but not in respect of the Trust

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               generally which may be necessary to include that liability or
               asset validly under the Charge or this deed.

35.      MORATORIUM LEGISLATION
--------------------------------------------------------------------------------

         To the full extent permitted by law all legislation which at any time
         directly or indirectly:

         (a)   lessens, varies or affects in favour of the Chargor any
               obligation under this deed or any Collateral Security; or

         (b)   delays, prevents or prejudicially affects the exercise by any
               Mortgagee, any Receiver or Attorney, of any Power,

         is excluded from this deed and any Collateral Security.

36.      ASSIGNMENTS
--------------------------------------------------------------------------------

         (a)   Subject to the other Transaction Documents, a Mortgagee may
               assign its rights under this deed and each Collateral Security.
               If this deed or any Mortgagee's interest in it is assigned, the
               Secured Moneys will include all actual and contingent liability
               of the Chargor to the assignee, whether or not it was incurred
               before the assignment or in contemplation of it.

         (b)   The Chargor may only assign or transfer any of its rights or
               obligations under this deed or any Collateral Security in
               accordance with the Transaction Documents and if prior notice has
               been given to each Designated Rating Agency and such assignment
               or transfer has no Adverse Effect on the ratings of the Notes.

37.      NOTICES
--------------------------------------------------------------------------------

         (a)   (METHOD OF DELIVERY) Subject to paragraph (d) any notice,
               request, certificate, approval, demand, consent or other
               communication to be given under this deed must:

               (i)       except in the case of communications by email, be in
                         writing and signed by an Authorised Signatory of the
                         party giving the same; and

               (ii)      be:

                         (A)  left at the address of the addressee;

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

                         (C)  by facsimile to the facsimile number of the
                              addressee; or

                         (D)  sent by email by an Authorised Signatory of the
                              party giving the same to the addressee's specified
                              email address.

         (b)   (ADDRESS FOR NOTICES) The address and facsimile number of a party
               is the address and facsimile number notified by that party to the
               other parties from time to time. However, the Security Trustee
               may give notice to a Mortgagee at the address or facsimile number
               notified to the Security Trustee by the Chargor or the Trust
               Manager as that Mortgagee's address or facsimile number for
               notice.

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         (c)   (DEEMED RECEIPT) A notice, request, certificate, demand, consent
               or other communication under this deed is deemed to have been
               received:

               (i)       where delivered in person, upon receipt;

               (ii)      where sent by post, on the third (seventh if outside
                         Australia) day after posting;

               (iii)     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; and

               (iv)      where sent by email, on the date that the email is
                         received.

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

         (d)   (EMAIL) A notice, request, certificate, approval, demand, consent
               or other communication to be given under this deed may only be
               given by email where the recipient has agreed that that
               communication, or communications of that type, may be given by
               email.

38.      RELATIONSHIP OF MORTGAGEES TO SECURITY TRUSTEE
--------------------------------------------------------------------------------

38.1     INSTRUCTIONS; EXTENT OF DISCRETION

         (a)   The Security Trustee will have no duties or responsibilities
               except those expressly set out in this deed or any Collateral
               Security.

         (b)   Subject to this deed, in the exercise of all its Powers the
               Security Trustee shall act in accordance with any Extraordinary
               Resolution of the Voting Mortgagees.

         (c)   In the absence of an Extraordinary Resolution of the Voting
               Mortgagees, the Security Trustee need not act but may act (with
               prior written notice to the Noteholder Mortgagees (in the case of
               the US$ Noteholders such notice being given in accordance with
               the Note Trust Deed) and to each Currency Swap Provider) in the
               best interests of the Mortgagees.

         (d)   Any action taken by the Security Trustee under this deed or any
               Collateral Security binds all the Mortgagees.

38.2     NO OBLIGATION TO INVESTIGATE AUTHORITY

         (a)   The Chargor need not enquire whether any Extraordinary Resolution
               has been passed or as to the terms of any Extraordinary
               Resolution.

         (b)   As between the Chargor on the one hand and the Security Trustee
               and the Mortgagees on the other, all action taken by the Security
               Trustee under this deed or any Collateral Security will be taken
               to be authorised.

38.3     DELEGATION

         (a)   The Security Trustee may employ agents and attorneys, and
               provided that the Security Trustee exercises reasonable care in
               selecting them and subject to paragraph (b), the Security Trustee
               will not be liable for the acts or omissions of any such agent or
               attorney.

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               The Security Trustee may at the expense of the Chargor obtain
               such advice and information from lawyers, accountants, bankers
               and other consultants and experts as it considers desirable to
               allow it to be properly advised and informed in relation to its
               powers and obligations. Before obtaining such advice or
               information (unless the advice or information relates to the
               Trust Manager) before the occurrence of an Event of Default, the
               Security Trustee shall first inform the Trust Manager of the need
               for the advice or information and obtain the approval of the
               Trust Manager, which approval shall not be unreasonably withheld
               or delayed.

         (b)   Notwithstanding paragraph (a), where the Security Trustee employs
               a Related Corporation as agent or attorney, the Security Trustee
               shall be liable for all acts or omissions of the agent or
               attorney done or omitted whilst acting in its capacity as such.

38.4     RELIANCE ON DOCUMENTS AND EXPERTS

         The Security Trustee may rely on:

         (a)   any document (including any facsimile transmission, telegram or
               telex) it reasonably believes to be genuine and correct including
               any document given by the Chargor under clause 5.1(d) or by the
               Trust Manager under clause 5.4; and

         (b)   advice and statements of lawyers, accountants, bankers and other
               consultants and experts, whether or not retained by it.

38.5     NOTICE OF TRANSFER

         The Security Trustee may treat each Mortgagee as the holder of the
         Mortgagee's rights under the Transaction Documents until the Security
         Trustee has received a substitution certificate or an instrument of
         transfer in a form approved by the Security Trustee.

38.6     NOTICE OF DEFAULT

         (a)   The Security Trustee will be taken not to have knowledge of the
               occurrence of an Event of Default unless the Security Trustee has
               received notice from a Voting Mortgagee, a Currency Swap
               Provider, the Trust Manager or the Chargor stating that an Event
               of Default has occurred and describing it.

         (b)   If the Security Trustee receives notice of, or becomes aware of,
               the occurrence of events or circumstances constituting an Event
               of Default and that those events or circumstances do constitute
               an Event of Default, the Security Trustee shall notify the Voting
               Mortgagees, subject to clause 38.11(b). For the purposes of this
               clause and the other provisions of this deed, the Security
               Trustee will only be considered to have notice of or to be aware
               of any thing if the Security Trustee has notice or awareness of
               that thing by virtue of the actual notice or awareness of the
               officers of the Security Trustee who have day to day
               responsibility for the administration of the security trust
               established by this deed.

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38.7     SECURITY TRUSTEE AS MORTGAGEE

         (a)   The Security Trustee in its capacity as a Mortgagee has the same
               rights and powers under the Transaction Documents as any other
               Mortgagee. It may exercise them as if it were not acting as the
               Security Trustee.

         (b)   The Security Trustee and its Associates may engage in any kind of
               business with the Chargor, Trust Manager and any Mortgagee or
               other person as if it were not the Security Trustee. It may
               receive consideration for services in connection with any
               Transaction Document and otherwise without having to account to
               the Mortgagees.

38.8     INDEMNITY TO SECURITY TRUSTEE

         (a)   Subject to the order of payment contained in the Series Notice
               and clause 16 of this deed, the Chargor shall indemnify the
               Security Trustee (to the extent not reimbursed by the Chargor)
               against any loss, cost, liability, expense or damage the Security
               Trustee may sustain or incur directly or indirectly under or in
               relation to the Transaction Documents. This does not limit the
               Chargor's liability under any other provision.

         (b)   The Chargor is not liable under this sub-clause for any of the
               above to the extent that they arise from the Security Trustee's
               fraud, negligence or wilful default.

38.9     INDEPENDENT INVESTIGATION

         Each Mortgagee confirms that it has made and will continue to make,
         independently and without reliance on the Security Trustee or any other
         Mortgagee (including the Trust Manager) and based on the Transaction
         Documents, agreements and information which it regards appropriate:

         (a)   its own investigations into the affairs of the Chargor; and

         (b)   its own analyses and decisions whether to take or not take action
               under any Transaction Document.

38.10    NO MONITORING

         The Security Trustee is not required to keep itself informed as to the
         compliance by the Chargor or the Trust Manager with any Transaction
         Document or any other document or agreement or to inspect any property
         or book of the Chargor or the Trust Manager.

38.11    INFORMATION

         (a)   The Chargor authorises:

               (i)       the Security Trustee to provide any Voting Mortgagee
                         (and each Currency Swap Provider where the relevant
                         Currency Swap Provider is not a Voting Mortgagee); and

               (ii)      the Note Trustee to provide any US$ Noteholder,

               with any information concerning the affairs, financial condition
               or business of the Chargor which may come into the possession of
               the Security Trustee or the Note Trustee (as the case may be).
               The Security Trustee need not do so.

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         (b)   The Security Trustee is not obliged to disclose any information
               relating to the Chargor if in the opinion of the Security Trustee
               (on the basis of the advice of its legal advisers) disclosure
               would or might breach a law or a duty of secrecy or confidence.

38.12    CONFLICTS

         (a)   Subject to clause 2.2, in the event of any dispute, ambiguity or
               doubt as to the construction or enforceability of this deed or of
               any other document or the Security Trustee's powers or
               obligations under or in connection with this deed or the
               determination or calculation or any amount or thing for the
               purpose of this deed or the construction or validity of any
               direction from the Mortgagees, the Security Trustee may:

               (i)       obtain and rely on advice from any person referred to
                         in clause 38.3; and/or

               (ii)      apply to a court or similar body for any direction or
                         order the Security Trustee considers appropriate,

               and provided the Security Trustee is using reasonable endeavours
               to resolve such ambiguity, dispute or doubt, the Security
               Trustee, in its absolute discretion, may refuse to act or refrain
               from acting in relation to matters affected by such dispute,
               ambiguity or doubt.

         (b)   The Security Trustee has no responsibility for the form or
               contents of this deed or any other Transaction Document and will
               have no liability arising as a result of or in connection with
               any inadequacy, invalidity or unenforceability of any provision
               of this deed or the other Transaction Documents.

38.13    NO LIABILITY

         Without limitation the Security Trustee shall not be liable for:

         (a)   any decline in the value or loss realised upon any sale or other
               dispositions made under this deed of any Mortgaged Property or
               any other property charged to the Security Trustee by any other
               person in respect of or relating to the obligations of any person
               in respect of the Chargor or the Secured Moneys or relating in
               any way to the Mortgaged Property;

         (b)   any decline in value directly or indirectly arising from the
               Security Trustee acting or failing to act as a consequence of an
               opinion reached by it; and

         (c)   any loss, expense or liability which may be suffered as a result
               of any assets secured by the Security Trust Deed, Mortgaged
               Property or any deeds or documents of title thereto being
               uninsured or inadequately insured or being held by or to the
               order of the Servicer or any of its affiliates or by clearing
               organisations or their operator or by any person on behalf of the
               Note Trustee.

39.      RETIREMENT AND REMOVAL OF SECURITY TRUSTEE
--------------------------------------------------------------------------------

39.1     RETIREMENT

         Subject to any Transaction Document to which the Security Trustee is a
         party, and subject also to the appointment of a successor Security
         Trustee as provided in this clause, the Security Trustee may


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         retire at any time upon giving not less than three months' notice (or
         such shorter period as the parties may agree) in writing to the
         Chargor, the Trust Manager and each Designated Rating Agency without
         assigning any reason and without being responsible for any costs
         occasioned by such retirement.

39.2     REMOVAL

         Subject to any Transaction Document to which the Security Trustee is a
         party, the appointment of a successor Security Trustee as provided in
         this clause, and prior notice being given to each Designated Rating
         Agency, the Security Trustee may be removed:

         (a)   by the Trust Manager if any of the following occurs in relation
               to the Security Trustee in its personal capacity:

               (i)       an Insolvency Event occurring in relation to the
                         Security Trustee in its personal capacity;

               (ii)      the cessation by the Security Trustee of its business;

               (iii)     failure of the Security Trustee to remedy within
                         fourteen days after written notice by the Trust Manager
                         any material breach of duty on the part of the Security
                         Trustee; or

               (iv)      if without the prior written consent of the Trust
                         Manager there occurs:

                         (A)  a change in 51% (or such other percentage the
                              Trust Manager may in its absolute discretion
                              determine shall constitute a change in the
                              effective control of the Security Trustee) of the
                              shareholding of the Security Trustee existing at
                              the date of this deed (whether occurring at one
                              time or through a series of succession of
                              transfers or issues of shares);

                         (B)  a change in the effective management of the
                              Security Trustee as existing at the date of this
                              deed such that the Security Trustee is no longer
                              able to fulfil its duties and obligations in
                              relation to the Mortgaged Property; or

                         (C)  the establishment by any means of any trust under
                              which any third party becomes a beneficial owner
                              of any of the Security Trustee's rights under this
                              deed; or

         (b)   at any time by an Extraordinary Resolution of the Voting
               Mortgagees.

39.3     REPLACEMENT

         (a)   Upon notice of resignation or removal the Trust Manager shall
               have the right to appoint a successor Security Trustee who has
               been previously approved by an Extraordinary Resolution of the
               Voting Mortgagees and who accepts the appointment.

         (b)   If no successor Security Trustee is appointed within 30 days
               after notice, the retiring Security Trustee may on behalf of the
               Mortgagees appoint a successor Security Trustee (other than the
               Trust Manager or a Related Corporation of the Trust Manager) who
               accepts the appointment.

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         (c)   On its appointment the successor Security Trustee will have all
               the rights, powers and obligations of the retiring Security
               Trustee. The retiring Security Trustee will be discharged from
               its rights, powers and obligations.

         (d)   The retiring Security Trustee shall execute and deliver all
               documents or agreements which are necessary or desirable in its
               opinion to transfer to the successor Security Trustee this deed
               and each Collateral Security or to effect the appointment of the
               successor Security Trustee.

         (e)   After any retiring Security Trustee's resignation or removal,
               this deed will continue in effect in respect of anything done or
               omitted to be done by it while it was acting as Security Trustee.

40.      MEETINGS OF MORTGAGEES
--------------------------------------------------------------------------------

40.1     LIMITATION ON SECURITY TRUSTEE'S POWERS

         Except as provided for in this deed, the Security Trustee shall not
         assent or give effect to any matter which a meeting of Voting
         Mortgagees is empowered by Extraordinary Resolution to do, unless the
         Security Trustee has previously been authorised to do so by an
         Extraordinary Resolution of Voting Mortgagees.

40.2     CONVENING OF MEETINGS

         (a)   (GENERALLY)

               (i)       Subject to clause 40.17, the Security Trustee or the
                         Trust Manager at any time may convene a meeting of the
                         Voting Mortgagees.

               (ii)      Subject to clause 40.17, and subject to the Security
                         Trustee being adequately indemnified out of the
                         property held on trust under clause 2.1(b) against all
                         costs and expenses occasioned as a result, the Security
                         Trustee shall convene a meeting of the Voting
                         Mortgagees if requested to do so:

                         (A)  by the Chargor; or

                         (B)  by Voting Mortgagees being holders of not less
                              than 30% of the then Secured Moneys.

         (b)   (TIME AND PLACE)

               (i)       Every meeting of Voting Mortgagees shall be held at
                         such time and place as the Security Trustee approves
                         provided (subject to sub-paragraph (ii) and clause
                         40.3(b)) that any such meeting shall not be held until
                         the US$ Noteholders or the relevant Class of US$
                         Noteholders have, in accordance with the Note Trust
                         Deed, determined how to vote or how to direct the Note
                         Trustee to vote (as the case may be) in the meeting of
                         Voting Mortgagees.

               (ii)      Upon receiving notice of a meeting of the Voting
                         Mortgagees, the Note Trustee shall as soon as
                         practicable notify the US$ Noteholders in accordance
                         with the terms of the Note Trust Deed.

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               (iii)     The proviso in sub-paragraph (i) shall not apply if the
                         US$ Noteholders or the relevant Class of US$
                         Noteholders' determination under sub-paragraph (i) is
                         not made in accordance with, and within the time
                         specified in, the Note Trust Deed.

         (c)   (CLASS OF MORTGAGEES) The provisions of this clause 40 regarding
               a meeting of the Voting Mortgagees shall apply, mutatis mutandis,
               to a meeting of any class of Voting Mortgagees.

40.3     NOTICE OF MEETINGS

         (a)   (PERIOD OF NOTICE) Subject to clause 40.3(b), at least 7 days'
               notice (inclusive of the day on which the notice is given and of
               the day on which the meeting is held) shall be given to the
               Voting Mortgagees, the Beneficiaries and each Designated Rating
               Agency.

         (b)   (SHORT NOTICE) Notwithstanding that a meeting is convened upon
               shorter notice than as specified in clause 40.3(a), or a meeting
               or details of that meeting are not notified, advised or approved
               in accordance with this clause 40, it shall be deemed to be duly
               convened if it is so agreed by the Voting Mortgagees representing
               a quorum (which quorum must include the Note Trustee or the US$
               Noteholders, as the case may be).

         (c)   (COPIES) A copy of the notice shall in all cases be given by the
               party to this deed convening the meeting to the other parties to
               this deed.

         (d)   (METHOD OF GIVING NOTICE) Notice of a meeting shall be given in
               the manner provided in this deed.

         (e)   (CONTENTS OF A NOTICE) Notice of a meeting of Voting Mortgagees
               shall specify, unless in any particular case the Security Trustee
               otherwise agrees:

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

               (ii)      the nature of the resolutions to be proposed.

         (f)   (FAILURE TO GIVE NOTICE) The accidental omission to give notice
               to or (where such notice was in fact sent) the non-receipt of
               notice by any person entitled to receive it shall not invalidate
               the proceedings at any meeting.

40.4     CHAIRMAN

         A person (who need not be a Voting Mortgagee and who may be a
         Representative of the Security Trustee) nominated in writing by the
         Security Trustee shall be entitled to take the chair at every such
         meeting but if no such nomination is made or if at any meeting the
         person nominated is not present within 15 minutes after the time
         appointed for the holding of that meeting the Voting Mortgagees present
         shall choose one of their number to be chairman.

40.5     QUORUM

         At any such meeting any two or more persons present in person holding,
         or being Representatives holding or representing, in the aggregate not
         less than 51% of the then Secured Moneys shall form a quorum for the
         transaction of business (other than passing an Extraordinary Resolution
         in which case the quorum shall be not less than 67.5% of the then
         Secured Moneys) and no business (other than the choosing of a chairman)
         shall be transacted at any meeting unless the requisite quorum is
         present at the commencement of business.

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40.6     ADJOURNMENT

         (a)   (QUORUM NOT PRESENT) If within 15 minutes from the time appointed
               for any such meeting a quorum is not present the meeting shall,
               if convened on the requisition of the Voting Mortgagees be
               dissolved. In any other case it shall 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 the adjourned meeting two or more
               persons present in person holding, or being Representatives
               holding or representing 15% of the then Secured Moneys shall
               (except for the purpose of passing an Extraordinary Resolution)
               form a quorum and shall have the power to pass any resolution and
               to decide upon all matters which could properly have been dealt
               with at the meeting from which the adjournment took place had a
               quorum been present at that meeting. The quorum at any such
               adjourned meeting for passing a Extraordinary Resolution shall be
               20% of the then Secured Moneys.

         (b)   (ADJOURNMENT OF MEETING) The chairman may with the consent of
               (and shall if directed by) any meeting adjourn the same from time
               to time and from place to place but no business shall 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 shall be given in the
               same manner as of an original meeting and such notice shall state
               the quorum required at such adjourned meeting. It shall not,
               however, otherwise be necessary to give any notice of an
               adjourned meeting.

40.7     VOTING PROCEDURE

         (a)   (SHOW OF HANDS) Every question submitted to a meeting shall be
               decided in the first instance by a show of hands and in case of
               equality of votes the chairman shall 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 may be entitled as a Voting Mortgagee or as
               a Representative.

         (b)   (DECLARATION) 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 Chargor, the Trust Manager, the Note Trustee or the
               Security Trustee or by one or more persons holding, or being a
               Representative or Representatives holding or representing, in
               aggregate not less than 15% of the then Secured Moneys, a
               declaration by the chairman that a resolution has been carried by
               a particular majority or lost or not carried by any particular
               majority shall be conclusive evidence of the fact without proof
               of the number or proportion of the votes recorded in favour of or
               against that resolution.

         (c)   (POLL) If at any meeting a poll is so demanded, it shall be taken
               in such manner and (subject as provided below) either at once or
               after such an adjournment as the chairman directs and the result
               of such poll shall 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 shall not prevent the continuance
               of the meeting for the transaction of any business other than the
               question on which the poll has been demanded.

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         (d)   (NO ADJOURNMENT) Any poll demanded at any meeting on the election
               of a chairman or on any question of adjournment shall be taken at
               the meeting without adjournment.

         (e)   (VOTES) Subject to clause 40.7(a), at any meeting:

               (i)       on a show of hands, every person holding, or being a
                         Representative holding or representing other persons
                         who hold, Secured Moneys shall have one vote except
                         that the Note Trustee shall represent each US$
                         Noteholder who has directed the Note Trustee to vote on
                         its behalf under the Note Trust Deed; and

               (ii)      on a poll, every person who is present shall have one
                         vote for each US$10,000 or, in the case of the Class A1
                         Noteholders, the Class A2 A$ Equivalent of US$10,000
                         (but not part thereof) or, in the case of the Class B2
                         Noteholders, the Class B1 A$ Equivalent of US$10,000
                         (but not part thereof) of the Secured Moneys that he
                         holds or in respect of which he is a Representative.
                         Any person entitled to more than one vote need not use
                         or cast all of the votes to which he is entitled in the
                         same way.

         (f)   (EVIDENCE) A certificate from the Note Trustee to the Security
               Trustee that the Note Trustee is entitled to vote on behalf of a
               US$ Noteholder will be satisfactory evidence to the Security
               Trustee that the Note Trustee is so entitled to vote.

         For the purpose of determining the amount of Secured Moneys at any
         time, the Security Trustee may rely on the Accounts of the Chargor and
         any information provided by the Auditor of the Chargor. Clause 24 will
         apply to any determination of Secured Moneys for the definition of
         VOTING MORTGAGEE and this clause 40.

40.8     RIGHT TO ATTEND AND SPEAK

         The Chargor, the Trust Manager, the Security Trustee and each
         Beneficiary (through their respective Representatives) and their
         respective financial and legal advisers shall be entitled to attend and
         speak at any meeting of Voting Mortgagees (and, to the extent that they
         are also a Voting Mortgagee, to vote at that meeting). No person shall
         otherwise be entitled to attend or vote at any meeting of the Voting
         Mortgagees or to join with others in requesting the convening of such a
         meeting unless he is a Voting Mortgagee or a Representative.

40.9     APPOINTMENT OF PROXIES

         (a)   (REQUIREMENTS) Each appointment of a proxy shall be in writing
               and shall be deposited at the registered office of the Security
               Trustee or in such other place as the Security Trustee shall
               designate or approve, together with proof satisfactory to the
               Security Trustee of its due execution (if so required 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 shall not be treated as valid unless the chairman of the
               meeting decides otherwise before that meeting or adjourned
               meeting proceeds to business. A notarially certified copy proof
               of due execution as specified above (if applicable) shall, if
               required by the Security Trustee, be produced by the proxy at the
               meeting or adjourned meeting, but the Security Trustee shall not
               thereby be obliged to investigate or be concerned with the
               validity or the authority of the proxy named in any

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               such appointment. The proxy named in any appointment of proxy
               need not be a Voting Mortgagee.

         (b)   (PROXY REMAINS VALID) Any vote given in accordance with the terms
               of an appointment of proxy set out in clause 40.9(a) shall be
               valid notwithstanding the previous revocation or amendment of the
               appointment of proxy or of any of the Voting Mortgagee'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 within the 24 hours
               before the commencement of the meeting or adjourned meeting at
               which the appointment of proxy is used.

40.10    CORPORATE REPRESENTATIVES

         A person authorised pursuant to sections 250D of the Corporations Act
         by a Voting Mortgagee being a body corporate to act for that Voting
         Mortgagee at any meeting shall, in accordance with his authority until
         his 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 Mortgagee
         and shall be entitled to produce evidence of his authority (together
         with, if required by the Security Trustee, evidence satisfactory to the
         Security Trustee of the due execution of the 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 proposes to
         vote.

40.11    RIGHTS OF REPRESENTATIVES

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

40.12    EXTRAORDINARY RESOLUTIONS

         (a)   (POWERS) A meeting of Voting Mortgagees shall, without prejudice
               to any rights or powers conferred on other persons by this deed,
               have 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 or the Charge or this deed becoming
                         enforceable;

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

               (iii)     to sanction any proposal by the Trust Manager, the
                         Chargor or the Security Trustee for any modification,
                         abrogation, variation or compromise of, or arrangement
                         in respect of, the rights of the Mortgagees against the
                         Chargor or the Trust Manager whether such rights shall
                         arise under this deed, the Transaction Documents or
                         otherwise;

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               (iv)      to sanction the exchange or substitution of the Secured
                         Moneys for, or the conversion of the Secured Moneys
                         into, bonds or other obligations or securities of the
                         Chargor or any body corporate formed or to be formed;

               (v)       to assent to any modification of the provisions
                         contained in this deed which may be proposed by the
                         Chargor, the Trust Manager, the Note Trustee or the
                         Security Trustee;

               (vi)      to give any authority, direction, guidance or sanction
                         sought by the Security Trustee from the Voting
                         Mortgagees;

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

               (viii)    to approve a person proposed to be appointed as a new
                         Security Trustee for the time being;

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

               (x)       to do any other thing which under this deed is required
                         to be given by an Extraordinary Resolution of the
                         Mortgagees;

               (xi)      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; or

               (xii)     to determine whether the Security Trustee should or
                         should not perform an act and any such Extraordinary
                         Resolution will (where relevant and in accordance with
                         clause 40.17) override any determination by the Note
                         Trustee.

         (b)   (NO POWER) A meeting of Voting Mortgagees shall not have power in
               relation to any Mortgagee to:

               (i)       release any obligation to pay any of the Secured Moneys
                         to that Mortgagee;

               (ii)      alter any date upon which any of the Secured Moneys is
                         payable;

               (iii)     alter the amount of any payment of any part of the
                         Secured Moneys; or

               (iv)      alter clause 16.1 in relation to that Mortgagee,

               without the consent of that Mortgagee.

40.13    EXTRAORDINARY RESOLUTION BINDING ON MORTGAGEES

         Subject to clause 40.12(b), an Extraordinary Resolution passed at a
         meeting of the Voting Mortgagees duly convened and held in accordance
         with this clause 40 shall be binding upon all Mortgagees whether or not
         present at such meeting and each of the Mortgagees and the Chargor, the
         Trust Manager and the Security Trustee shall be bound to give effect to
         it accordingly.

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40.14    MINUTES AND RECORDS

         Minutes of all resolutions and proceedings at every meeting of the
         Voting Mortgagees under this clause 40 shall be made and duly entered
         in the books to be from time to time provided for that purpose by the
         Security Trustee and any such minutes purporting to be signed by the
         chairman of the meeting at which those resolutions were passed or
         proceedings transacted or by the chairman of the next succeeding
         meeting of the Voting Mortgagees shall be conclusive evidence of the
         matters contained in those minutes and until the contrary is proved,
         provided every meeting in respect of the proceedings of which minutes
         have been made and signed as provided in this clause 40.14 shall be
         deemed to have been duly convened and held and all resolutions passed
         or proceedings transacted in that meeting to have been duly passed and
         transacted.

40.15    WRITTEN RESOLUTIONS

         Notwithstanding the preceding provisions of this clause 40, a
         resolution of all the Voting Mortgagees (including an Extraordinary
         Resolution) 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 Mortgagees, been signed by all the
               Voting Mortgagees; and

         (b)   any such instrument shall be effective upon presentation to the
               Security Trustee for entry in the records referred to in clause
               40.14.

40.16    FURTHER PROCEDURES FOR MEETINGS

         Subject to all other provisions contained in this deed, the Security
         Trustee may without the consent of the Mortgagees prescribe such
         further regulations regarding the holding of meetings of the Voting
         Mortgagees and attendance and voting at those meetings as the Security
         Trustee may in its sole discretion determine including particularly
         (but without prejudice to the generality of the above) such regulations
         and requirements as the Security Trustee thinks reasonable:

         (a)   (PERSONS ARE VOTING MORTGAGEES) so as to satisfy itself that
               persons are in fact Voting Mortgagees who purport to requisition
               a meeting or who purport to make any requisition to the Security
               Trustee in accordance with this deed;

         (b)   (ENTITLEMENT TO VOTE) so as to satisfy itself that persons who
               purport to attend or vote at any meeting of Voting Mortgagees are
               entitled to do so in accordance with this clause 40 and this
               deed; and

         (c)   (FORMS OF REPRESENTATIVE) as to the form of appointment of a
               Representative.

40.17    NOTEHOLDER MORTGAGEES' RIGHTS

         (a)   Despite any other provision of this deed, at any time while an
               Event of Default subsists:

               (i)       if the Class A Mortgagees are not the only Voting
                         Mortgagee; and

               (ii)      if the Class A Mortgagees direct the Security Trustee
                         to enforce the Charge,

               the Security Trustee shall enforce the Charge under clause 8.2 as
               if directed to do so by an Extraordinary Resolution of Voting
               Mortgagees and paragraph (a) shall apply as if the Class A
               Mortgagees were the only Voting Mortgagee.

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         (b)   Except if the Noteholder Mortgagees are the only Voting
               Mortgagees, where the consent of the Noteholder Mortgagees is
               required under clause 1.2(b), 4.3, 4.4(a)(ii), 5.2, 8.1(b),
               8.1(h), 8.2, 9.7(c) or 38.1(c) in relation to a discretion or act
               of the Security Trustee (an ACT):

               (i)       the Noteholder Mortgagees must:

                         (A)  not unreasonably withhold that consent; and

                         (B)  respond promptly (and in any event within 5
                              Business Days of a relevant resolution being
                              passed by the Class A Noteholders) to the Security
                              Trustee indicating whether the consent is granted
                              or not (and if it does not reply within that time
                              its consent shall be taken to have been given);
                              and

               (ii)      subject to paragraph (c), if an Extraordinary
                         Resolution of Voting Mortgagees determines that the Act
                         should or should not occur, the Extraordinary
                         Resolution will override any determination by the
                         Noteholder Mortgagees in relation to any such clause.

         (c)   Except where in so doing the Security Trustee engages in any
               fraud, negligence or wilful default, the Security Trustee shall
               not be liable to any Mortgagee for acting, or not acting, on the
               directions of the Noteholder Mortgagees, even if the Security
               Trustee is actually aware that the Noteholder Mortgagees have
               unreasonably withheld their consent in breach of sub-paragraph
               (b)(i)(A).

41.      AUTHORISED SIGNATORIES
--------------------------------------------------------------------------------

         The Chargor irrevocably authorises each Mortgagee to rely on a
         certificate by a person purporting to be its director or secretary as
         to the identity and signatures of its Authorised Signatories. The
         Chargor warrants that those persons have been authorised to give
         notices and communications under or in connection with the Transaction
         Documents.

42.      GOVERNING LAW AND JURISDICTION
--------------------------------------------------------------------------------


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

43.      COUNTERPARTS
--------------------------------------------------------------------------------

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

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44.      SET-OFF
--------------------------------------------------------------------------------

         No Mortgagee may apply any credit balance in any currency (whether or
         not matured) in any account comprised in the Mortgaged Property towards
         satisfaction of any sum then due and payable to that Mortgagee under or
         in relation to any Transaction Document.

45.      ACKNOWLEDGEMENT BY CHARGOR
--------------------------------------------------------------------------------

         The Chargor confirms that:

         (a)   it has not entered into any Transaction Document in reliance on,
               or as a result of, any conduct of any kind of or on behalf of any
               Mortgagee or any Related Corporation of any Mortgagee (including
               any advice, warranty, representation or undertaking); and

         (b)   no Mortgagee nor any Related Corporation of any Mortgagee is
               obliged to do anything (including disclose anything or give
               advice),

         except as expressly set out in the Transaction Documents or in writing
         duly signed by or on behalf of the Mortgagee or Related Corporation.

46.      INFORMATION MEMORANDUM
--------------------------------------------------------------------------------

         The Security Trustee has no responsibility for any statement or
         information in or omission from any information memorandum,
         advertisement, circular or other document issued by or on behalf of the
         Chargor or Trust Manager, including in connection with the issue of
         Notes. Neither the Chargor nor the Trust Manager may publish or permit
         to be published any such document in connection with the offer of Notes
         or an invitation for subscriptions for Notes containing any statement
         which makes reference to the Security Trustee without the prior written
         consent of the Security Trustee, which consent must not be unreasonably
         withheld. In considering whether to give its consent, the Security
         Trustee is not required to take into account the interests of the other
         Mortgagees.

47.      SECURITY TRUSTEE'S LIMITED LIABILITY
--------------------------------------------------------------------------------

         Without prejudice to any indemnity allowed by law or elsewhere in this
         deed given to the Security Trustee, it is expressly declared as
         follows.

47.1     RELIANCE ON CERTIFICATES

         The Security Trustee shall not incur any liability in respect of any
         action taken or thing suffered by it in reliance on any notice,
         resolution, direction, consent, certificate, receipt, affidavit,
         statement, valuation report or other document (including any of the
         above submitted or provided by the Trust Manager, a Mortgagee, the Note
         Trustee, an Approved Seller or a Servicer) which it has no reason to
         believe is not genuine, signed by the proper parties and with
         appropriate authority.

         In preparing any notice, certificate, advice or proposal the Security
         Trustee shall be entitled to assume that each person under any
         Authorised Investment, Support Facility, Loan, Loan Security, Related
         Securities, other Transaction Document or any other deed, agreement or
         arrangement

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         incidental to any of the above or to any Trust, will perform their
         obligations under those documents in full by the due date and otherwise
         in accordance with their terms.

47.2     SECURITY TRUSTEE MAY ASSUME SIGNED DOCUMENTS TO BE GENUINE

         (a)   (RELIANCE ON DOCUMENTS) Subject to sub-clause (b):

               (i)       (SECURITY TRUSTEE MAY ASSUME AUTHENTICITY) the Security
                         Trustee shall be entitled to assume the authenticity
                         and validity of any signature on any application,
                         request or other instrument or document delivered to
                         the Security Trustee (other than a document executed or
                         purporting to be executed by or on behalf of the Note
                         Trustee, a Servicer, an Approved Seller or the Trust
                         Manager, as to which clause 47.3 shall apply);

               (ii)      (SECURITY TRUSTEE NOT LIABLE FOR LOSS ON FORGERIES) the
                         Security Trustee shall not be in any way liable to make
                         good out of its own resources any loss incurred by any
                         person in the event of any signature on any document
                         being forged or otherwise failing to bind the person
                         whose signature it purports to be or the person on
                         whose behalf it purports to be executed.

         (b)   (LIMITATIONS ON ASSUMPTIONS WHERE ACTUAL KNOWLEDGE) The Security
               Trustee shall not be entitled to the benefit of paragraph (a) in
               relation to an application, request or other instrument or
               document if it was actually aware that the signature was not
               genuine.

47.3     SECURITY TRUSTEE'S RELIANCE ON TRUST MANAGER, APPROVED SELLER, NOTE
         TRUSTEE OR SERVICER

         (a)   (AUTHORISED SIGNATORIES ARE SUFFICIENT EVIDENCE) Whenever any
               certificate, notice, proposal, direction, instruction or other
               communication is to be given by the Trust Manager, an Approved
               Seller, the Note Trustee or a Servicer to the Security Trustee,
               the Security Trustee may accept as sufficient evidence as to the
               form and content of a document unless it has reason to believe
               that the relevant document was not signed on behalf of the Trust
               Manager, the Approved Seller, the Note Trustee or the Servicer
               (as the case may be) or by any Authorised Signatory of the Trust
               Manager, the Approved Seller, the Note Trustee or the Servicer
               (as the case may be).

         (b)   (SECURITY TRUSTEE NOT LIABLE FOR LOSS) The Security Trustee shall
               not be responsible for any loss arising from any act, neglect,
               mistake or discrepancy of the Trust Manager, an Approved Seller,
               the Note Trustee or a Servicer or any officer, employee, agent or
               delegate of the Trust Manager, the Approved Seller, the Note
               Trustee or the Servicer in preparing any such document or in
               compiling, verifying or calculating any matter or information
               contained in any such document, if the officers of the Security
               Trustee responsible for the administration of the Trust are not
               actually aware, or should not reasonably have been aware, that
               such document is not genuine and correct, whether or not an error
               in any such information, document, form or list is reproduced by
               the Security Trustee in any step taken by it.

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47.4     COMPLIANCE WITH LAWS

         The Security Trustee shall not incur any liability to anyone in respect
         of any failure to perform or to do any act or thing which by reason of
         any provision of any relevant present or future law of any place or any
         ordinance, rule, regulation or by law or of any decree, order or
         judgment of any competent court or other tribunal, the Security Trustee
         shall be hindered, prevented or forbidden from doing or performing.

47.5     TAXES

         The Security Trustee shall not be liable to account to any person for
         any payments made in good faith to any duly empowered Government Agency
         of any Australian Jurisdiction or any other place for Taxes or other
         charges on the Trust or on any Notes or with respect to any transaction
         under or arising from this deed or any other Transaction Document
         notwithstanding that any such payment ought or need not have been made.

47.6     RELIANCE ON EXPERTS

         The Security Trustee may act on the opinion or statement or certificate
         or advice of or information obtained from the Note Trustee or a
         Servicer, barristers or solicitors (whether instructed by the Security
         Trustee or not), bankers, accountants, brokers, valuers and other
         persons believed by it in good faith to be expert or properly informed
         in relation to the matters on which they are consulted and the Security
         Trustee shall not be liable for anything done or suffered by it in good
         faith in reliance on such opinion, statement, certificate, advice or
         information.

47.7     OVERSIGHTS OF OTHERS

         Subject to this deed, the Security Trustee shall not be responsible for
         any act, omission, misconduct, mistake, oversight, error of judgment,
         forgetfulness or want of prudence on the part of any person or agent
         appointed by the Security Trustee and on whom the Security Trustee is
         entitled to rely under this deed (other than a Related Corporation),
         attorney, banker, receiver, barrister, solicitor, agent or other person
         acting as agent or advisor to the Security Trustee.

47.8     POWERS, AUTHORITIES AND DISCRETIONS

         Except as otherwise provided in this deed and in the absence of fraud,
         negligence or wilful default, the Security Trustee shall not be in any
         way responsible for any loss (whether consequential or otherwise),
         costs, damages or inconvenience that may result from the exercise or
         non-exercise of any powers, authorities and discretions vested in it.

47.9     IMPOSSIBILITY OR IMPRACTICABILITY

         If for any reason whatsoever it becomes impossible or impracticable to
         carry out any or all of the provisions of this deed or any other
         Transaction Document the Security Trustee shall not be under any
         liability and, except to the extent of their own fraud, negligence or
         wilful default, nor shall either of them incur any liability by reason
         of any error of law or any matter or thing done or suffered or omitted
         to be done in good faith by either of them or their respective
         officers, employees, agents or delegates.

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47.10    NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

         In the absence of fraud, negligence or wilful default on its part or on
         the part of any of its officers, employees, agents or delegates for
         whom it is liable under this deed, the Security Trustee shall not be
         liable personally in the event of failure to pay moneys on the due date
         for payment to any Noteholder, any Beneficiary, the Trust Manager, the
         Chargor or any other person or for any loss howsoever caused in respect
         of the Trust or to any Noteholder, any Beneficiary, the Trust Manager,
         the Chargor or other person.

47.11    LEGAL AND OTHER PROCEEDINGS

         (a)   (INDEMNITY FOR LEGAL COSTS) The Security Trustee shall be
               indemnified out of the Trust for all legal costs and
               disbursements and all other costs, disbursements, outgoings and
               expenses incurred by the Security Trustee in connection with:

               (i)       the enforcement or contemplated enforcement of, or
                         preservation of rights under; and

               (ii)      without limiting the generality of paragraph (i) above,
                         the initiation, defence, carriage and settlement of any
                         action, suit, proceeding or dispute in respect of;

               this deed or any other Transaction Document or otherwise under or
               in respect of the Trust provided that the enforcement,
               contemplated enforcement or preservation by the Security Trustee
               of the rights referred to in sub-paragraph (i) or the court
               proceedings referred to in paragraph (ii) (other than in each
               case the defence of any action, suit, proceeding or dispute
               brought against the Security Trustee), and the basis of incurring
               any of those costs, disbursements, outgoings and expenses by the
               Security Trustee:

               (iii)     has been approved in advance by an Extraordinary
                         Resolution of the Voting Mortgagees; or

               (iv)      the Security Trustee reasonably considers the incurring
                         of those costs, disbursements, outgoings and expenses
                         to be necessary to protect the Security Trustee against
                         potential personal liability.

         (b)   (DEFENCE OF PROCEEDINGS ALLEGING NEGLIGENCE ETC.) The Security
               Trustee shall be entitled to claim in respect of the above
               indemnity from the Trust for its expenses and liabilities
               incurred in defending any action, suit, proceeding or dispute in
               which fraud, negligence or wilful default is alleged or claimed
               against it, but on the same being proved, accepted or admitted by
               it, it shall from its personal assets immediately repay to the
               Trust the amount previously paid by the Trust to it in respect of
               that indemnity.

47.12    NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

         In the absence of fraud, negligence or wilful default on the Security
         Trustee's part or on the part of any of its officers or employees, or
         any agents or delegate, sub-agent, sub-delegate employed by the
         Security Trustee in accordance with this deed (and where this deed
         provides that the Security Trustee is liable for the acts or omissions
         of any such person) to carry out any transactions contemplated by this
         deed, the Security Trustee shall not be liable personally for any
         losses, costs, liabilities or claims arising from the failure to pay
         moneys on the due date for payment to any

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         Mortgagee or any other person or for any loss howsoever caused in
         respect of any of the Trust or to any Mortgagee or other person.

47.13    FURTHER LIMITATIONS ON SECURITY TRUSTEE'S LIABILITY

         Subject to clause 47.3, the Security Trustee shall not be liable:

         (a)   (FOR LOSS ON ITS DISCRETION) for any losses, costs, liabilities
               or expenses arising out of the exercise or non-exercise of its
               discretion or for any other act or omission on its part under
               this deed, any other Transaction Document or any other document
               except where the exercise or non-exercise of any discretion, or
               any act or omission, by the Security Trustee, or any of its
               officers or employees, or any agent, delegate, sub-agent,
               sub-delegate employed by the Security Trustee in accordance with
               this deed (and where this deed provides that the Security Trustee
               is liable for the acts or omissions of any such person) to carry
               out any transactions contemplated by this deed, constitutes
               fraud, negligence or wilful default;

         (b)   (FOR LOSS ON DIRECTION) for any losses, costs, damages or
               expenses caused by its acting (in circumstances where this deed
               requires it to act or contemplates that it may so act) on any
               instruction or direction given to it by:

               (i)       any Mortgagee under this deed, any other Transaction
                         Document or any other document;

               (ii)      by any person under a Support Facility, Loan or Loan
                         Security; or

               (iii)     an Obligor,

               except to the extent that it is caused by the fraud, negligence
               or wilful default of the Security Trustee, or any of its officers
               or employees, or an agent or delegate employed by the Security
               Trustee in accordance with this deed to carry out any
               transactions contemplated by this deed;

         (c)   (FOR CERTAIN DEFAULTS) for any Trust Manager's Default or
               Servicer Transfer Event;

         (d)   (FAILURE BY PAYING AGENT) without limiting the Security Trustee's
               obligations or powers under the Transaction Documents, for any
               act, omission or default of a Paying Agent in relation to its
               obligations under the Transaction Documents;

         (e)   (FAILURE BY NOTE TRUSTEE) without limiting the Security Trustee's
               obligations or powers under the Transaction Documents, for any
               act, omission or default of the Note Trustee in relation to its
               obligations under the Transaction Documents;

         (f)   (FAILURE BY CALCULATION AGENT) without limiting the Security
               Trustee's obligations or powers under the Transaction Documents,
               for any act, omission or default of the Calculation Agent in
               relation to its obligations under the Transaction Documents;

         (g)   (FAILURE BY SERVICER) without limiting the Security Trustee's
               obligations or powers under the Transaction Documents, for any
               act, omission or default of the Servicer in relation to its
               obligations under the Transactions Documents;

         (h)   (FOR FAILURE TO CARRY OUT AN AGREEMENT) for the failure of a
               person to carry out an agreement with the Security Trustee in
               connection with the Trust;

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         (i)   (FOR FAILURE TO CHECK CALCULATIONS, ETC) for any losses, costs,
               liabilities or expenses caused by the Security Trustee's failure
               to check any calculation, information, document, form or list
               supplied or purported to be supplied to it by the Trust Manager,
               Note Trustee or the Servicer,

         except, in the case of paragraphs (c) to (i) (inclusive), to the extent
         that it is caused by the fraud, negligence or wilful default of the
         Security Trustee.

         Nothing in this clause 47.13 alone (but without limiting the operation
         of any other clause of this deed) shall imply a duty on the Security
         Trustee to supervise the Trust Manager or the Note Trustee in the
         performance of the Trust Manager's or the Note Trustee's functions and
         duties, and the exercise by the Trust Manager or the Note Trustee of
         its discretions.

47.14    CONFLICTS

         (a)   (NO CONFLICT) Nothing in this deed shall prevent the Security
               Trustee, the Chargor, the Lead Manager, any Dealer, the Trust
               Manager, the Note Trustee or any Related Corporation or Associate
               of any of them or their directors or other officers (each a
               RELEVANT PERSON) from:

               (i)       subscribing for purchase, holding, dealing in or
                         disposing of any Notes;

               (ii)      entering into any financial, banking, development,
                         insurance, agency, broking or other transaction with,
                         or providing any advice or services for the Trust; or

               (iii)     being interested in any such contract or transaction or
                         otherwise at any time contracting or acting in any
                         capacity as representative or agent.

         (b)   (NOT LIABLE TO ACCOUNT) A Relevant Person shall not be in any way
               liable to account to any Mortgagee or any other person for any
               profits or benefits (including any profit, bank charges,
               commission, exchange, brokerage and fees) made or derived under
               or in connection with any transaction or contract specified in
               paragraph (a) above.

         (c)   (FIDUCIARY RELATIONSHIP) A Relevant Person shall not by reason of
               any fiduciary relationship be in any way precluded from making
               any contracts or entering into any transactions with any such
               person in the ordinary course of the business or from undertaking
               any banking, financial, development, agency or other services
               including any contract or transaction in relation to the placing
               of or dealing with any investment and the acceptance of any
               office or profit or any contract of loan or deposits or other
               contract or transaction which any person or company not being a
               party to this deed could or might have lawfully entered into if
               not a party to this deed. A Relevant Person shall not be
               accountable to any Mortgagee or any other person for any profits
               arising from any such contracts, transactions or offices.

47.15    INFORMATION

         Except for notices and other documents and information (if any)
         expressed to be required to be furnished to any person by the Security
         Trustee under this deed or any other Transaction Document, the Security
         Trustee shall not have any duty or responsibility to provide any person
         (including any

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         Mortgagee) with any credit or other information concerning the affairs,
         financial condition or business of the Trust.

47.16    INVESTIGATION BY SECURITY TRUSTEE

         Each Mortgagee acknowledges that:

         (a)      the Security Trustee has no duty, and is under no obligation,
                  to investigate whether a Trust Manager's Default or Servicer
                  Transfer Event has occurred in relation to the Trust other
                  than where it has actual notice;

         (b)      the Security Trustee is required to provide the notices
                  referred to in this deed in respect of a determination of
                  Adverse Effect only if it is actually aware of the facts
                  giving rise to the Adverse Effect; and

         (c)      in making any such determination, the Security Trustee will
                  seek and rely on advice given to it by its advisors in a
                  manner contemplated by this deed.

EXECUTED as a deed in New South Wales.

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


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CHARGOR

SIGNED SEALED AND DELIVERED for PERPETUAL
TRUSTEES VICTORIA LIMITED by its attorney in
the presence of:





------------------------------------        ------------------------------------
Witness Signature                           Attorney Signature

------------------------------------        ------------------------------------
Print Name                                  Print Name



SECURITY TRUSTEE

SIGNED SEALED AND DELIVERED for PERPETUAL
TRUSTEE COMPANY LIMITED by its attorney in
the presence of:





------------------------------------        ------------------------------------
Witness Signature                           Attorney Signature

------------------------------------        ------------------------------------
Print Name                                  Print Name




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TRUST MANAGER

SIGNED SEALED AND DELIVERED for INTERSTAR
SECURITISATION MANAGEMENT PTY LIMITED by its
attorney in the presence of:





------------------------------------        ------------------------------------
Witness Signature                           Attorney Signature


------------------------------------        ------------------------------------
Print Name                                  Print Name


NOTE TRUSTEE

SIGNED SEALED AND DELIVERED for THE BANK OF
NEW YORK, NEW YORK BRANCH by its attorney in
the presence of:




------------------------------------        ------------------------------------
Witness Signature                           Attorney Signature


------------------------------------        ------------------------------------
Print Name                                  Print Name




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