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                                                             Security Trust Deed




                                             PERPETUAL TRUSTEES VICTORIA LIMITED

                                               PERPETUAL TRUSTEE COMPANY LIMITED

                                 INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED











                                                     Interstar Millennium Trusts

                                       Interstar Millennium Series 2004-2G 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 OF CONTENTS

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

            1.1         Definitions                                                          1
            1.2         Definitions in Master Trust Deed and Series Notice and
                        Transaction Document amendments                                      4
            1.3         Interpretation                                                       4
            1.4         Determination, statement and certificate sufficient evidence         5
            1.5         Document or agreement                                                5
            1.6         Rights and obligations of Mortgagees                                 5
            1.7         Transaction Document                                                 5
            1.8         Chargor as trustee                                                   5
            1.9         Knowledge of the Chargor                                             6
            1.10        Knowledge of Security Trustee                                        6
            1.11        Knowledge of Note Trustee                                            6

2.          APPOINTMENT OF SECURITY TRUSTEE                                                  6

            2.1         The Security Trustee                                                 6
            2.2         Resolution of Conflicts                                              6
            2.3         Duration of Trust                                                    7

3.          CHARGE                                                                           7

            3.1         Charge                                                               7
            3.2         Security                                                             7
            3.3         Prospective liability                                                7

4.          NATURE OF CHARGE                                                                 7

            4.1         Priority                                                             7
            4.2         Nature of Charge                                                     8
            4.3         Dealing with Mortgaged Property                                      8
            4.4         Crystallisation                                                      8
            4.5         De-crystallisation                                                   9

5.          COVENANTS AND WARRANTIES                                                         9

            5.1         Covenant                                                             9
            5.2         Negative Covenants                                                  10
            5.3         Warranty                                                            10
            5.4         Trust Manager's Undertakings                                        11

6.          FURTHER ASSURANCES                                                              11

            6.1         Further assurances                                                  11

7.          NOTE TRUSTEE                                                                    12

            7.1         Capacity                                                            12
            7.2         Exercise of rights                                                  12
            7.3         Instructions or directions                                          12
            7.4         Payments                                                            12
            7.5         Notices                                                             12

8.          EVENTS OF DEFAULT                                                               12
</TABLE>

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<TABLE>
<CAPTION>
<S>         <C>         <C>                                                                <C>
            8.1         Events of Default                                                   12
            8.2         Rights of the Security Trustee upon Event of Default                14
            8.3         Notify Events of Default                                            14

9.          ENFORCEMENT                                                                     15

            9.1         Power to enforce                                                    15
            9.2         No obligation to enforce                                            15
            9.3         Obligation to convene meeting                                       15
            9.4         Security Trustee to act in Accordance with Directions               15
            9.5         Security Trustee must receive Indemnity                             16
            9.6         Limitation on rights of Mortgagees                                  16
            9.7         Immaterial waivers                                                  16
            9.8         Acts pursuant to Resolutions                                        17
            9.9         Overriding Provision                                                17

10.         APPOINTMENT OF RECEIVER                                                         17

            10.1        Appointment                                                         17
            10.2        Agent of Chargor                                                    18
            10.3        Receiver's powers                                                   18
            10.4        Receiver appointed after commencement of winding up                 20
            10.5        Powers exercisable by the Security Trustee                          21
            10.6        Withdrawal                                                          21

11.         REMUNERATION OF SECURITY TRUSTEE                                                21

            11.1        Costs                                                               21
            11.2        Fee                                                                 21
            11.3        Cessation of Fee                                                    21

12.         POWER OF ATTORNEY                                                               21

13.         COMPLETION OF BLANK SECURITIES                                                  22

14.         PERFORMANCE OF CHARGOR'S OBLIGATIONS                                            22

15.         STATUTORY POWERS                                                                22

            15.1        Powers in augmentation                                              22
            15.2        Notice not required                                                 23

16.         APPLICATION OF MONEYS RECEIVED                                                  23

            16.1        Priorities                                                          23
            16.2        Moneys actually received                                            23
            16.3        Amounts contingently due                                            23
            16.4        Notice of subsequent Security Interests                             23
            16.5        Satisfaction of debts                                               24
            16.6        Proportionate Sharing                                               24

17.         OTHER SECURITY INTERESTS OVER MORTGAGED PROPERTY                                25

18.         PROTECTION OF MORTGAGEES, RECEIVER AND ATTORNEY                                 25

19.         PROTECTION OF THIRD PARTIES                                                     25

            19.1        No enquiry                                                          25
            19.2        Receipt                                                             26
</TABLE>

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<TABLE>
<CAPTION>
<S>         <C>         <C>                                                                           <C>
20.         EXPENSES, INDEMNITY                                                                        26

            20.1        Expenses                                                                       26
            20.2        Indemnity                                                                      27

21.         CURRENCY INDEMNITY                                                                         27

22.         STAMP DUTIES                                                                               27

23.         INTEREST ON OVERDUE AMOUNTS                                                                27

            23.1        Accrual                                                                        27
            23.2        Payment                                                                        28
            23.3        Rate                                                                           28

24.         CERTIFICATE AS TO AMOUNT OF SECURED MONEYS, ETC.                                           28

25.         SURVIVAL OF REPRESENTATIONS                                                                28

26.         INDEMNITY AND REIMBURSEMENT OBLIGATIONS                                                    28

27.         CONTINUING SECURITY                                                                        29

28.         OTHER SECURITIES                                                                           29

29.         DISCHARGE OF THE CHARGE                                                                    29

            29.1        Release                                                                        29
            29.2        Contingent Liabilities                                                         29
            29.3        Charge reinstated                                                              29

30.         AMENDMENT                                                                                  30

            30.1        Approval of Trust Manager                                                      30
            30.2        Extraordinary Resolution of Voting Mortgagees                                  30
            30.3        Distribution of Amendments                                                     30

31.         LIABILITY                                                                                  31

            31.1        Liability of Chargor limited to its right of indemnity                         31
            31.2        Unrestricted remedies                                                          31
            31.3        Restricted remedies                                                            31
            31.4        Liability of Security Trustee limited to its right of indemnity                31
            31.5        Advice from Professional Advisers                                              32

32.         WAIVERS, REMEDIES CUMULATIVE                                                               32

33.         CONSENTS AND OPINION                                                                       32

34.         SEVERABILITY OF PROVISIONS                                                                 32

35.         MORATORIUM LEGISLATION                                                                     33

36.         ASSIGNMENTS                                                                                33

37.         NOTICES                                                                                    33

38.         RELATIONSHIP OF MORTGAGEES TO SECURITY TRUSTEE                                             34

            38.1        Instructions; extent of discretion                                             34
            38.2        No obligation to investigate authority                                         34
            38.3        Delegation                                                                     35
            38.4        Reliance on documents and experts                                              35
            38.5        Notice of transfer                                                             35
</TABLE>

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<TABLE>
<CAPTION>
<S>         <C>         <C>                                                                    <C>
            38.6        Notice of default                                                        35
            38.7        Security Trustee as Mortgagee                                            36
            38.8        Indemnity to Security Trustee                                            36
            38.9        Independent investigation                                                36
            38.10       No monitoring                                                            36
            38.11       Information                                                              36
            38.12       Conflicts                                                                37
            38.13       No Liability                                                             37

39.         RETIREMENT AND REMOVAL OF SECURITY TRUSTEE                                           37

            39.1        Retirement                                                               37
            39.2        Removal                                                                  37
            39.3        Replacement                                                              38

40.         MEETINGS OF MORTGAGEES                                                               39

            40.1        Limitation on Security Trustee's Powers                                  39
            40.2        Convening of Meetings                                                    39
            40.3        Notice of Meetings                                                       40
            40.4        Chairman                                                                 40
            40.5        Quorum                                                                   40
            40.6        Adjournment                                                              41
            40.7        Voting Procedure                                                         41
            40.8        Right to attend and speak                                                42
            40.9        Appointment of Proxies                                                   42
            40.10       Corporate Representatives                                                43
            40.11       Rights of Representatives                                                43
            40.12       Extraordinary Resolutions                                                43
            40.13       Extraordinary Resolution binding on Mortgagees                           44
            40.14       Minutes and Records                                                      45
            40.15       Written Resolutions                                                      45
            40.16       Further Procedures for Meetings                                          45
            40.17       Noteholder Mortgagees' rights                                            45

41.         AUTHORISED SIGNATORIES                                                               46

42.         GOVERNING LAW AND JURISDICTION                                                       46

43.         COUNTERPARTS                                                                         46

44.         SET-OFF                                                                              47

45.         ACKNOWLEDGEMENT BY CHARGOR                                                           47

46.         INFORMATION MEMORANDUM                                                               47

47.         SECURITY TRUSTEE'S LIMITED LIABILITY                                                 47

            47.1        Reliance on certificates                                                 47
            47.2        Security Trustee may assume signed documents to be genuine               48
            47.3        Security Trustee's reliance on Trust Manager, Approved Seller,
                        Note Trustee or Servicer                                                 48
            47.4        Compliance with laws                                                     49
            47.5        Taxes                                                                    49
</TABLE>


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<TABLE>
<CAPTION>
            <S>         <C>                                                               <C>
            47.6        Reliance on experts                                                49
            47.7        Oversights of others                                               49
            47.8        Powers, authorities and discretions                                49
            47.9        Impossibility or impracticability                                  49
            47.10       No liability except for negligence etc.                            50
            47.11       Legal and other proceedings                                        50
            47.12       No liability except for negligence etc.                            50
            47.13       Further limitations on Security Trustee's liability                51
            47.14       Conflicts                                                          52
            47.15       Information                                                        52
            47.16       Investigation by Security Trustee                                  53
</TABLE>










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DATE
------------------
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 2004-2G 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); and

     3.   INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED (ABN 56 100 346 898)
          of Level 28, 367 Collins Street, Melbourne, Victoria (the TRUST
          MANAGER).

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.

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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.

       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

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

       CLASS A MORTGAGEES has the meaning given in the Series Notice.

       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.

       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.

       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 has the meaning given in the Series Notice and includes the
       Trust Manager in relation to its rights as Trust Manager under the
       Transaction Documents for the Trust.

       NOTE TRUSTEE means the person (if any) defined in the Series Notice as
       the Note Trustee and who accedes to this deed under the Series Notice.

       NOTEHOLDER MORTGAGEE has the meaning given in the Series Notice.

       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.


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       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.

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

       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,

       or as otherwise specified in the Series Notice.

       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 Andrew Jinks.

       TRUST means the trust known, initially, as the Interstar Millennium
       Series 2004-2G Trust (as it may be renamed from time to time) 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.

       US$ NOTEHOLDER has the meaning given in the Series Notice.

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       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.

       VOTING MORTGAGEE has the meaning given in the Series Notice.

1.2    DEFINITIONS IN MASTER TRUST DEED AND SERIES NOTICE 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), despite their
            respective times of execution, 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 and paragraph (c), 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.

       (c)  This deed may be expressly amended by the Series Notice, and shall
            be read subject to any such amendment. No such amendment will
            constitute a revesting of the trust constituted under this deed.

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;


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            (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.

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

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       (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.

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.

1.11   KNOWLEDGE OF NOTE TRUSTEE

       For the purposes of this deed, the Note Trustee will only be considered
       to have knowledge, notice of or to be aware of any thing if the Note
       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
       Note Trustee who have day to day responsibility for the administration of
       the trust established by the Note Trust Deed.

2.     APPOINTMENT OF SECURITY TRUSTEE

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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.

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       (b)  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 Mortgagees as set out in the
            Series Notice, and subject to the relevant limitations of liability
            set out in the Series Notice.

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

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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.

4.     NATURE OF CHARGE

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4.1    PRIORITY

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

4.2    NATURE OF CHARGE

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


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4.3    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.

4.4    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,

                    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)   section 218 or section 255 of the Income Tax
                          Assessment Act 1936 (Cth) and the Income Tax
                          Assessment Act 1997 (Cth);

                    (B)   section 260-5 of the Taxation Administration Act 1953
                          (Cth); or

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                    (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.

4.5    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

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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 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.

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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) engage in any business or activity in relation to
            the Trust other than as contemplated in the Transaction Documents;

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

       (e)  (SECURITY INTEREST) 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:

       (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


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            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,

       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.


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7.     NOTE TRUSTEE

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7.1    CAPACITY

       The Note Trustee becomes 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 by the Chargor or the Security Trustee 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 (as appropriate).

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. The Chargor will
       indemnify the Note Trustee for any costs of providing such notice to the
       US$ Noteholders.

8.     EVENTS OF DEFAULT

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

8.1    EVENTS OF DEFAULT

       Subject to the Series Notice, each of the following is an Event of
       Default (whether or not it is within the control of the Chargor).

       (a)   (FAILURE TO PAY) The Chargor fails to pay:


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             (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

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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 Voting
       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 38.6, 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 Assets 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 Voting
             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:

       (a)   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

       (b)   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

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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

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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

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

16.1   PRIORITIES

       The proceeds from the enforcement of the Charge are to be applied in the
       order of priority set out in the Series Notice for that purpose, subject
       to any other priority which may be required by statute or law.

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.

       (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:


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             (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

             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

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             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;

             (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

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       (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 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.

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20.2   INDEMNITY

       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):

       (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;

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       (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.

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

       Without limiting clause 1.4, 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

       (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.

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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.

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

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       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 Mortgagees.

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
       or clause 1.2, is prejudicial or likely to be prejudicial to the interest
       of the 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 Mortgagees (as the case may be).

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.

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31.    LIABILITY

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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 and any reference to TRUSTEE
       refers to the Chargor.

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;

       (b)   obtaining declaratory relief; or

       (c)   relation to its rights under this deed.

31.3   RESTRICTED REMEDIES

       Except as provided in clauses 31.1 and 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;

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

       (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; 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 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 31.4 or any similar provision in any other Transaction Document
       limits or

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       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

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       (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

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       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

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

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35.    MORATORIUM LEGISLATION

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       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

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       (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 and, where the Note Trustee is the addressee,
                         with a copy by facsimile.

       (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.

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

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             (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:

                   (A)   where the Note Trustee is the addressee, on the date
                         that the copy of the email sent by facsimile is
                         received; and

                   (B)   otherwise, on the date that the email is received.

             However, if the time of deemed receipt of any notice is not before
             4.00 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

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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.


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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. 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 38.4(b); 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

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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

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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 of a meeting of Voting Mortgagees (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 of Voting Mortgagees
             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 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 any two or more persons present in person holding, or
       being Representatives holding or representing, in aggregate not less than
       67.5% of the then Secured

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       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.

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 in
             aggregate not less than 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
             any two or more persons present in person holding, or being
             Representatives holding or representing, in aggregate not less than
             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

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             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.

       (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$10,000 or, in the case of Notes denominated in a
                   currency other than US$, the equivalent of US$10,000 set out
                   in the Series Notice, 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

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             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 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 section 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

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                     Trust Manager whether such rights shall arise under this
                     deed, the Transaction Documents or otherwise;

             (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

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       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.

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,

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             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.

       (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 or 9.7(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 (except 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, any Note Manager, 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 or arrangements with
             the Chargor or any other party to any of the Transaction Documents
             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 Mortgagee) with any credit or other information concerning
       the affairs, financial condition or business of the Trust.

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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.

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



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Security Trust Deed                                       Allens Arthur Robinson

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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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Security Trust Deed                                       Allens Arthur Robinson

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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











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