Exhibit 4.5.9


 


 


Australian Security Trust
Deed

(Project H)


 


HA Funding Pty Limited


ACN 117 549
498


 


and


 


BNP Paribas


 


 





 


 


MLC Centre Martin Place
Sydney New South Wales 2000 Australia


Telephone +61 2 9225 5000
Facsimile +61 2 9322 4000


www.freehills.com DX 361
Sydney


 


SYDNEY MELBOURNE PERTH
BRISBANE SINGAPORE


Correspondent Offices HANOI
HO CHI MINH CITY JAKARTA KUALA LUMPUR


 


Reference WGG:LGR:36G


 

















 


Table of contents


 


	
  Clause

  	
   

  	
  page

  
	
   

  	
   

  	
   

  
	
  1

  	
  Definitions and interpretation

  	
  1

  
	
   

  	
  1.1

  	
  Definitions

  	
  1

  
	
   

  	
  1.2

  	
  Interpretation

  	
  7

  
	
   

  	
  1.3

  	
  Inclusive expressions

  	
  8

  
	
   

  	
  1.4

  	
  Business Day

  	
  8

  
	
   

  	
  1.5

  	
  Charge

  	
  8

  
	
   

  	
  1.6

  	
  Limited recourse

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
  Declaration of trust

  	
  9

  
	
   

  	
  2.1

  	
  Holding of Trust Fund on
  trust

  	
  9

  
	
   

  	
  2.2

  	
  Name

  	
  9

  
	
   

  	
  2.3

  	
  Period

  	
  9

  
	
   

  	
  2.4

  	
  Trust Account

  	
  9

  
	
   

  	
  2.5

  	
  Payment of Secured Moneys

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  3

  	
  Determination of Secured Moneys

  	
  10

  
	
   

  	
  3.1

  	
  Determination of Secured
  Moneys

  	
  10

  
	
   

  	
  3.2

  	
  Details of Secured Moneys

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  4

  	
  Receipt of money

  	
  11

  
	
   

  	
  4.1

  	
  Money not forming part of
  Recovered Moneys

  	
  11

  
	
   

  	
  4.2

  	
  Receipt of money after
  Determination Date

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  5

  	
  Sharing between Beneficiaries

  	
  12

  
	
   

  	
  5.1

  	
  Pre Determination Date
  payments

  	
  12

  
	
   

  	
  5.2

  	
  Sharing after Determination
  Date

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  6

  	
  Security Trustee’s rights and responsibilities

  	
  13

  
	
   

  	
  6.1

  	
  Security Trustee entitled to
  exercise all rights

  	
  13

  
	
   

  	
  6.2

  	
  Instructions and extent of
  discretion

  	
  13

  
	
   

  	
  6.3

  	
  Exercise of Powers to waive
  or amend

  	
  14

  
	
   

  	
  6.4

  	
  Exercise of enforcement and
  other powers

  	
  14

  
	
   

  	
  6.5

  	
  Exercise of other ancillary
  powers

  	
  15

  
	
   

  	
  6.6

  	
  Right to appoint agent,
  delegates

  	
  16

  
	
   

  	
  6.7

  	
  Events of Default

  	
  17

  
	
   

  	
  6.8

  	
  No monitoring

  	
  17

  
	
   

  	
  6.9

  	
  Information

  	
  17

  
	
   

  	
  6.10

  	
  Security Trustee to have same
  rights as Beneficiaries

  	
  18

  
	
   

  	
  6.11

  	
  Security Trustee may contract

  	
  18

  
	
   

  	
  6.12

  	
  Exercise of Powers

  	
  18

  
	
   

  	
  6.13

  	
  Application to court for
  direction

  	
  18

  
	
   

  	
  6.14

  	
  Security Trustee not liable

  	
  18

  
	
   

  	
  6.15

  	
  Indemnity

  	
  19

  
	
   

  	
  6.16

  	
  Protection of third parties

  	
  20

  



 


1

















 


	
   

  	
  6.17

  	
  Exclusions of law where
  permitted

  	
  20

  
	
   

  	
  6.18

  	
  Independent decisions by
  Beneficiaries

  	
  20

  
	
   

  	
  6.19

  	
  Variation

  	
  21

  
	
   

  	
  6.20

  	
  Additional matters

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  7

  	
  Termination of Security Trustee’s appointment

  	
  21

  
	
   

  	
  7.1

  	
  Termination of appointment

  	
  21

  
	
   

  	
  7.2

  	
  Assurances

  	
  22

  
	
   

  	
  7.3

  	
  Appointment of successor
  Security Trustee

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  8

  	
  Changes to Beneficiaries and Security Providers

  	
  23

  
	
   

  	
  8.1

  	
  Transfers by Beneficiaries

  	
  23

  
	
   

  	
  8.2

  	
  Transfer by a Security
  Provider

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  9

  	
  Savings provisions

  	
  23

  
	
   

  	
  9.1

  	
  Continuing indemnities

  	
  23

  
	
   

  	
  9.2

  	
  Non-avoidance

  	
  23

  
	
   

  	
  9.3

  	
  Exclusion of moratorium

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  10

  	
  Meetings of Beneficiaries

  	
  24

  
	
   

  	
  10.1

  	
  Meetings

  	
  24

  
	
   

  	
  10.2

  	
  Meeting on application

  	
  24

  
	
   

  	
  10.3

  	
  Notice of meeting

  	
  24

  
	
   

  	
  10.4

  	
  Who may attend and address
  meeting

  	
  25

  
	
   

  	
  10.5

  	
  Quorum

  	
  26

  
	
   

  	
  10.6

  	
  Chair

  	
  26

  
	
   

  	
  10.7

  	
  Voting and decisions

  	
  26

  
	
   

  	
  10.8

  	
  Votes

  	
  26

  
	
   

  	
  10.9

  	
  Objection to voter’s
  qualification

  	
  27

  
	
   

  	
  10.10

  	
  Proxies and other powers

  	
  27

  
	
   

  	
  10.11

  	
  Proxy and other instruments

  	
  27

  
	
   

  	
  10.12

  	
  Adjournments

  	
  28

  
	
   

  	
  10.13

  	
  Declaration by chair of
  voting

  	
  28

  
	
   

  	
  10.14

  	
  Manner of poll

  	
  28

  
	
   

  	
  10.15

  	
  Poll on election of chair or
  question of adjournment

  	
  28

  
	
   

  	
  10.16

  	
  Minutes

  	
  28

  
	
   

  	
  10.17

  	
  Passing of resolutions by
  instrument in writing

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  11

  	
  Amendments to this deed

  	
  29

  
	
   

  	
  11.1

  	
  Amendment by the Security
  Trustee

  	
  29

  
	
   

  	
  11.2

  	
  Amendment with consent

  	
  29

  
	
   

  	
  11.3

  	
  Distribution of amendments

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  12

  	
  General

  	
  30

  
	
   

  	
  12.1

  	
  Performance by Security
  Trustee of obligations

  	
  30

  
	
   

  	
  12.2

  	
  Transaction Party to bear
  cost

  	
  30

  
	
   

  	
  12.3

  	
  GST

  	
  30

  
	
   

  	
  12.4

  	
  Notices

  	
  30

  
	
   

  	
  12.5

  	
  Governing law and
  jurisdiction

  	
  31

  



 


2

















 


	
   

  	
  12.6

  	
  Prohibition and
  enforceability

  	
  31

  
	
   

  	
  12.7

  	
  Waivers

  	
  32

  
	
   

  	
  12.8

  	
  Variation

  	
  32

  
	
   

  	
  12.9

  	
  Cumulative rights

  	
  32

  
	
   

  	
  12.10

  	
  Consents of Security Trustee

  	
  32

  
	
   

  	
  12.11

  	
  Limited recourse of Security
  Provider

  	
  32

  
	
   

  	
  12.12

  	
  Counterparts

  	
  33

  
	
   

  	
  12.13

  	
  Attorneys

  	
  33

  
	
   

  	
  12.14

  	
  Appointment of agent for
  service of process

  	
  33

  



 


3

















 


This security trust deed


 


is made on 21 December
2005 between the following parties:


 


1                                        HA Funding Pty Limited

ACN 117 549 498

of Level 6, 10 Dorcas Street, South Melbourne, Victoria

(Company)


 


2                                        BNP Paribas

ABN 23 000 000 117

of Securitisation CAA 05 B1, 3 rue d’Antin, 75 078
Paris Cedex 02, France

(Security Trustee)


 


Recitals


 


A.                                  The Company has or will grant the Securities to secure the due and
punctual performance, observance and fulfilment of its obligations under the
Transaction Documents and the payment in full of the Secured Moneys to the
Beneficiaries.


 


B.                                    The Security Trustee will hold, among other things, all its right,
title and interest in, to and under the Securities on trust for the
Beneficiaries on the terms of this deed.


 


This deed witnesses


 


that in
consideration of, among other things, the mutual promises contained in this
deed, the parties agree:


 


1                                        Definitions and interpretation


 


1.1                               Definitions


 


In this
deed:


 


Amount
Owing means, in respect of a Beneficiary at
any time, the Secured Moneys of that Beneficiary at that time;


 


Attorney means an attorney appointed under any Security;


 


Beneficiary means:


 


(a)                                 any Finance Party or Secured Party (as defined in a Transaction
Document or in a Security (directly or indirectly)) from time to time;


 


(b)                                any Hedge Counterparty;


 


(c)                                 any Noteholder;


 


Business
Day means:


 


(a)                                 for the purposes of clause 12.4, a day on which banks are open
for business in the city where the notice or other communication is received
excluding a Saturday, Sunday or public holiday; and


 


1

















 


(b)                                for all other purposes, a day on which banks are open for business
in Melbourne, Sydney and London excluding a Saturday, Sunday or public holiday;


 


Charge
means the security created under the Company
Charge over all of the assets of the Company;


 


Collateral
Security means any present or future
Encumbrance, Guarantee or other document or agreement created or entered into
by a Transaction Party or any other person as security for, or to credit
enhance, the payment of any of the Secured Moneys;


 


Company
Charge means the deed entitled “Australian
Borrower Charge (Project H)” dated on or about the date of this deed between
SPV Orphan and the Security Trustee;


 


Controller has the meaning given to the word “controller” in the Corporations
Act, but as if “charge” included any Security, and includes a Receiver;


 


Corporations
Act means the Corporations Act 2001 (Cth);


 


Default means:


 


(a)                                 an Event of Default; or


 


(b)                                a Potential Event of Default;


 


Default
Notice has the meaning given in
clause 6.7(a)(1);


 


Designated
Rating Agency means each internationally
recognised rating agency which has been requested by the Company to rate any
Notes issued by the Company from time to time;


 


Determination
Date means the date on which the first of
the following occurs:


 


(a)                                 the Security Trustee appoints a Controller under a Security;


 


(b)                                the Security Trustee otherwise enforces a Security;


 


(c)                                 any other event agreed in writing to be an event for the purposes of
this paragraph (c) by the Majority Beneficiaries and the Security Trustee;


 


Dollars, A$ and $
means the lawful currency of the Commonwealth of Australia;


 


Encumbrance means an interest or power:


 


(a)                                 reserved in or over an interest in any asset, including any
retention of title; or


 


(b)                                created or otherwise arising in or over any interest in any asset
under a bill of sale, mortgage, charge, lien, pledge, trust or power,


 


by way
of, or having similar commercial effect to, security for the payment of a debt,
any other monetary obligation or the performance of any other obligation, and
includes any agreement to grant or create any of the above;


 


Event
of Default means an Event of Default as
defined in any Transaction Document;


 


Exposure means at any time in respect of a Beneficiary (but without double
counting) the sum of its commitment or facility limit (however described) under
the Transaction Documents (as determined by the Security Trustee) and the


 


2

















 


Realised
Swap Loss and Potential Close-out Amount (if any) of that Beneficiary and any
Related Body Corporate of that Beneficiary;


 


Extraordinary
Decision in relation to the Beneficiaries or
a class of Beneficiaries means:


 


(a)                                 a resolution passed at a meeting of the Beneficiaries or a class of
Beneficiaries (as the case may be) 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 cast thereat; or


 


(b)                                a resolution in writing pursuant to clause 10 signed by all the
Beneficiaries or all of the class of Beneficiaries (as the case may be);


 


Fee
Letter means any fee letter entered into
between the Security Trustee and the Company relating to the Security Trustee’s
duties under this deed;


 


Finally
Paid means, in respect of the Secured Moneys
or any other monetary liability, satisfaction of the following conditions:


 


(a)                                 payment or satisfaction of it in full; and


 


(b)                                during the 6 month period from and including the day after the
payment or satisfaction, no person, including a Transaction Party, liquidator,
provisional liquidator, administrator, official manager, trustee in bankruptcy,
receiver, receiver and manager, other controller (as defined in the
Corporations Act) or similar official, exercises a right to recoup or claim
repayment of any part of the amount paid or satisfied, whether under the laws
of preferences, fraudulent dispositions or otherwise;


 


Financial
Contract means any contract, agreement or
arrangement or derivative or treasury product which is, or is similar to, or
has similar effect in relation to its subject matter to, a futures contract (as
defined in the Corporations Act), a forward exchange rate contract, a currency
swap, an interest rate swap, a forward interest rate swap, an interest rate
hedge, a swap or a currency hedge;


 


Government
Agency means any government or any
governmental, semi-governmental, administrative, fiscal or judicial body,
department, commission, authority, tribunal, agency or entity;


 


GST means the goods and services tax levied under the GST Act;


 


GST
Act means a New Tax System (Goods and
Services Tax) Act 1999 (Cth);


 


Guarantee means any guarantee, suretyship, letter of credit, letter of
comfort or any other obligation:


 


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


 


(b)                                to indemnify any person against the consequences of default in the
payment of; or


 


(c)                                 to be responsible for,


 


any debt
or monetary liability of another person or the assumption of any responsibility
or obligation in respect of the insolvency or the financial condition of any
other person;


 


3

















 


Hedge
Arrangement means a Financial Contract to
which a Security Provider is a party;


 


Hedge
Counterparty means any provider of a Hedge
Arrangement (other than a Security Provider);


 


Interest
Expense means interest and amounts in the
nature of, or having a similar purpose or effect to, interest and includes:


 


(a)                                 discount on a bill of exchange or other instrument;


 


(b)                                fees and amounts incurred on a regular or recurring basis, such as
line fees; and


 


(c)                                 capitalised amounts of the same or similar name to the foregoing;


 


Majority
Beneficiaries means at any time, one or more
Beneficiaries whose aggregate Shares are more than 75%;


 


Note means any note, bond or other debt security issued by the Company
from time to time;


 


Noteholder means any person who holds a Note from time to time;


 


Officer means:


 


(a)                                 in relation to the Company, any Authorised Signatory of it under and
as defined in the Bridge Facility Agreement; and


 


(b)                                in relation to the Security Trustee, any officer, as that expression
is defined in the Corporations Act, of the Security Trustee or any person who
is duly authorised by the Security Trustee to act on its behalf or any attorney
appointed from time to time by the Security Trustee;


 


Potential
Close-out Amount means at any time in
relation to a Hedge Counterparty the amount which, if the Hedge Arrangements to
which that Hedge Counterparty is a party were closed out at that time, would be
owed to that Hedge Counterparty under those Hedge Arrangements;


 


Potential
Event of Default means a Potential Event of
Default as defined in any Transaction Document;


 


Power means, any right, power, authority, discretion or remedy conferred
on the Security Trustee, a Controller or an Attorney by any Transaction
Document or any applicable law;


 


Realised
Swap Loss means at any time in relation to a
Hedge Counterparty the amount (if any) payable by a Security Provider to the
Hedge Counterparty under the Hedge Arrangement which has been closed out or
terminated; the amount is to be calculated on the basis specified in the Hedge
Arrangement;


 


Receiver means a receiver or receiver and manager appointed under a Security
or any Transaction Document;


 


Recovered
Moneys means the aggregate amount received
or recovered by the Security Trustee under the Transaction Documents or under
clauses 2.5 or 4.2 on or after the Determination Date;


 


Related
Body Corporate means a “related body
corporate” as that expression is defined in section 50 of the Corporations
Act;


 


4

















 


Secured
Moneys means all debts and monetary liabilities
of the Transaction Parties to the Beneficiaries or the Security Trustee on any
account under or in relation to any Transaction Document and in any capacity,
irrespective of whether the debts or liabilities:


 


(a)                                 are present or future;


 


(b)                                are actual, prospective, contingent or otherwise;


 


(c)                                 are at any time ascertained or unascertained;


 


(d)                                are owed or incurred by or on account of a Transaction Party alone
or severally or jointly with any other person;


 


(e)                                 are owed to or incurred for the account of any Beneficiary or the
Security Trustee, alone, or severally, or jointly with any other person;


 


(f)                                   are owed to any other person as agent (whether disclosed or not) for
or on behalf of a Beneficiary or the Security Trustee;


 


(g)                                are owed or incurred as principal, interest, fees, charges, Taxes,
damages (whether for breach of contract or tort or incurred on any other
ground), losses, costs or expenses, or on any other account;


 


(h)                                are owed to or incurred for the account of a Beneficiary directly or
as a result of:


 


(1)                                 the assignment or transfer to a Beneficiary of any debt or liability
of a Transaction Party (whether by way of assignment, transfer or otherwise);
or


 


(2)                                 any other dealing with any such debt or liability;


 


(i)                                    are owed to or incurred for the account of a Beneficiary or the
Security Trustee before the date of this deed or before the date of any
assignment of this deed to any Beneficiary or the Security Trustee by any other
person or otherwise; or


 


(j)                                    comprise any combination of the above;


 


Secured
Property means the property subject to a
Security;


 


Security
means, at any time, each of the following
which has been granted at that time:


 


(a)                                 any Encumbrance entered into by or granted in favour of the Security
Trustee (as trustee under this deed) or the benefit of which the Security
Trustee acquires after the date of this deed as security for, among other
things, the payment of any of the Secured Moneys (including the Company
Charge);


 


(b)                                any Collateral Security;


 


(c)                                 any other document which the Security Trustee and the Company agree
at any time, now or in the future, is a Security for the purposes of this deed;


 


Security
Provider means a person who has granted a
Security and includes, on the date of this deed, the Company;


 


Share means, in respect of a Beneficiary at any time, the Secured Moneys
plus (without double counting any amount) the Exposure of that Beneficiary at
that


 


5

















 


time
expressed as a percentage of the aggregate Secured Moneys plus (without double
counting any amount) the aggregate Exposures of all Beneficiaries at that time;


 


Special
Decision means a resolution passed at a
meeting of Beneficiaries in accordance with, or a resolution or decision of
Beneficiaries otherwise made in accordance with, clause 10, in each case
by the Majority Beneficiaries;


 


Statement means a statement referred to in clause 3.2(a)(1);


 


Subsidiary
means a subsidiary as defined in section 46
of the Corporations Act;


 


Tax means:


 


(a)                                 any tax, levy, charge, impost, duty, fee, deduction or withholding;
or


 


(b)                                any income, stamp or transaction duty, tax or charge,


 


which
is assessed, levied, imposed or collected by a Government Agency and includes
any interest, fine, penalty, charge, fee or other amount imposed on or in
respect of any of the above;


 


Transaction
Document means:


 


(a)                                 this deed;


 


(b)                                a Security;


 


(c)                                 any other Transaction Document as defined in a Security (directly or
indirectly);


 


(d)                                any Hedge Arrangement;


 


(e)                                 any Note and any document or agreement embracing the rights of
Noteholders in respect of a Note; or


 


(f)                                   any Fee Letter;


 


(g)                                any other document which the Security Trustee and the Company agree,
now or in the future, is a Transaction Document for the purposes of this deed,


 


or any
document or agreement entered into or given under any of the above;


 


Transaction
Party means:


 


(a)                                 a Security Provider; or


 


(b)                                any other borrower, guarantor or obligor now or in the future,
howsoever described or defined in a Transaction Document;


 


Trust
Fund means:


 


(a)                                 the sum of $10 referred to in clause 2.1;


 


(b)                                all right, title and interest of the Security Trustee under the
Securities and the other Transaction Documents (other than, in the case of
other Transaction Documents, those held in a personal capacity) including all
money recovered under them (whether on enforcement or otherwise) including all
Recovered Moneys;


 


(c)                                 all money paid to the Security Trustee under this deed; and


 


6

















 


(d)                                all other property acquired by the Security Trustee and intended to
be held for the benefit the Beneficiaries on the trusts of this deed; and


 


wilful
default means, in relation to the Security
Trustee, a wilful and intentional failure of the Security Trustee to comply
with any of its obligations under the Transaction Documents other than a
failure which:


 


(a)                                 arises as a result of a failure by a person other than the Security
Trustee to comply with a Transaction Document or as a result of a Default;


 


(b)                                arises due to a lack of proper or complete instructions or
directions being given to the Security Trustee under and in accordance with
this deed; or


 


(c)                                 is in accordance with a court order or direction or otherwise
required by law.


 


1.2                               Interpretation


 


In this
deed, headings and bold type are for convenience only and do not affect the
interpretation of this deed and, unless the context requires otherwise:


 


(a)                                 words importing the singular include the plural and vice versa;


 


(b)                                words importing a gender include any gender;


 


(c)                                 other parts of speech and grammatical forms of a word or phrase
defined in this deed have a corresponding meaning;


 


(d)                                an expression suggesting or referring to a natural person or an
entity includes any company, partnership, joint venture, association, corporation
or other body corporate and any Government Agency;


 


(e)                                 a reference to any thing (including any right) includes a part of
that thing but nothing in this clause 1.2(e) implies that performance of
part of an obligation constitutes performance of the obligation;


 


(f)                                   a reference to a clause, party, annexure or schedule is a reference
to a clause of, and a party, annexure and schedule to, this deed and a
reference to this deed includes any annexure and schedule;


 


(g)                                a reference to a statute, regulation, proclamation, ordinance or
by-law includes all statutes, regulations, proclamations, ordinances or by-laws
amending, consolidating or replacing it, whether passed by the same or another
Government Agency with legal power to do so, and a reference to a statute
includes all regulations, proclamations, ordinances and by-laws issued under
that statute;


 


(h)                                a reference to a document includes all amendments or supplements to,
or replacements or novations of, that document;


 


(i)                                    a reference to liquidation includes official management, appointment
of an administrator, compromise, arrangement, merger, amalgamation,
reconstruction, winding up, dissolution, assignment for the benefit of
creditors, scheme, composition or arrangement with creditors, insolvency,
bankruptcy, or any similar procedure or, where applicable, changes in the
constitution of any partnership or person, or death;


 


(j)                                    a reference to a party to any document includes that party’s
successors and permitted assigns;


 


7

















 


(k)                                 a covenant or agreement on the part of 2 or more persons binds them jointly and severally;


 


(l)                                    a reference to an agreement other than this deed includes an
undertaking, deed, agreement or legally enforceable arrangement or
understanding whether or not in writing;


 


(m)                              a reference to an asset includes all property of any nature,
including a business, and all rights, revenues and benefits;


 


(n)                                a reference to a document includes any agreement in writing, or any
certificate, notice, instrument or other document of any kind;


 


(o)                                no provision of this deed may be construed adversely to a party
solely on the ground that the party was responsible for the preparation of this
deed or that provision;


 


(p)                                a reference to a body, other than a party to this deed (including an
institute, association or authority), whether statutory or not:


 


(1)                                 which ceases to exist; or


 


(2)                                 whose powers or functions are transferred to another body,


 


is a reference to the body which replaces it
or which substantially succeeds to its powers or functions; and


 


(q)                                references to time are to Sydney time.


 


1.3                               Inclusive
expressions


 


Specifying
anything in this deed after the words “include” or “for example” or similar
expressions does not limit what else is included unless there is express
wording to the contrary.


 


1.4                               Business
Day


 


(a)                                 Subject to clause 1.4(b) or any provision to the contrary in any
Transaction Document, where the day on or by which any thing is to be done is
not a Business Day, that thing must be done on or by the preceding Business Day.


 


(b)                                If a payment is due on a day which is not a Business Day, the due
date for that payment is the next Business Days in the same calendar month or,
if none, the preceding Business Day, and interest (if applicable) must be adjusted
accordingly.


 


1.5                               Charge


 


(a)                                 The parties agree that all amounts payable by the Company to the
Security Trustee on any account under or in accordance with this deed are
Secured Moneys for the purposes of the Charge.


 


(b)                                If there is any inconsistency between this deed and the Charge, this
deed will prevail.


 


1.6                               Limited
recourse


 


(a)                                  Subject to clause 1.6(d) but despite any other provision of this
deed, the Company is only obliged to pay any amount otherwise payable under or
in


 


8

















 


relation to this deed to the extent that the
amount can be satisfied out of the Secured Property.


 


(b)                                 Subject to clause 1.6(d) but despite any other provision of this
deed, the Security Trustee must not:


 


(1)                                 take any action against the Company personally to recover any part
of the Secured Moneys which cannot be recovered out of the Secured Property; or


 


(2)                                 levy execution or bring any other proceedings (other than to enforce
a Transaction Document) against any property of the Company which does not form
part of the Secured Property to recover any part of the Secured Moneys.


 


(c)                                  Clause 1.6(b) operates as a covenant not to sue and not as a
release, and may be pleaded in bar to any action brought in breach of it.


 


(d)                                 Nothing in this clause 1.6 affects the right of the Security Trustee
or the liability of the Company with respect to fraud, gross negligence or
wilful misconduct by the Company.


 


2                                        Declaration of trust


 


2.1                               Holding
of Trust Fund on trust


 


The
Security Trustee declares that it holds the sum of $10 in Sydney and will hold
the Trust Fund, on trust for the Beneficiaries from time to time on the terms
of this deed.


 


2.2                               Name


 


The
trust established under this deed is to be known as the “HA Funding Security
Trust”.


 


2.3                               Period


 


The
trust established under this deed commences on the date of this deed and,
unless terminated at an earlier date, terminates on the earlier of:


 


(a)                                 the eightieth anniversary of the date of this deed; and


 


(b)                                the date on which all the Securities have been fully and finally
discharged according to their terms (or, if discharged at different times, the
date on which the last is fully and finally discharged) and all Recovered
Moneys have been distributed in accordance with this deed.


 


2.4                               Trust
Account


 


The
Security Trustee must promptly credit the sum of $10 referred to in
clause 2.1 to a bank account in Sydney or in any other place the Beneficiaries, by Special Decision, agree.


 


2.5                               Payment
of Secured Moneys


 


(a)                                 Each Security Provider must pay the Secured Moneys due by it in
accordance with the Transaction Documents and each other obligation under which
the Secured Moneys are payable.


 


9

















 


(b)                                Each Security Provider must pay the Secured Moneys to the Security
Trustee as and when it is due for payment and each Security Provider
acknowledges its indebtedness to the Security Trustee in respect of the Secured
Moneys.


 


(c)                                 Clause 2.5(b) is an additional, independent and separate
obligation to any obligation of a Security Provider to pay to a Beneficiary the
Secured Moneys of the Beneficiary in a Transaction Document or otherwise, but:


 


(1)                                 payment by any Security Provider to the Security Trustee of any such
Secured Moneys which are Finally Paid operates in satisfaction of the
obligation of the Security Provider to pay the amount to the Beneficiary; and


 


(2)                                 payment by any Security Provider to a Beneficiary in accordance with
the Transaction Documents of any Secured Moneys of the Beneficiary which are
Finally Paid operates in satisfaction of the obligation of the Security
Provider to pay the amount to the Security Trustee.


 


(d)                                Nothing in clause 2.5(b) affects or derogates from a Security
Provider’s obligations to pay Secured Moneys to a Beneficiary (subject to clause 2.5(c)(1)
and 2.5(c)(2)).


 


(e)                                 Any Secured Moneys paid to a Beneficiary or the Security Trustee by
a Security Provider are paid as money secured by the Securities.


 


3                                        Determination of Secured Moneys


 


3.1                               Determination
of Secured Moneys


 


To
determine the Secured Moneys of a Beneficiary on any date for the purposes of
this deed:


 


(a)                                 amounts in a foreign currency must be translated into Dollars at the
rate of exchange determined by the Beneficiary as that rate of exchange at
which the Beneficiary could have, on that date, purchased from another person
in the normal course of business in dealing with currencies that amount of
foreign currency with Dollars;


 


(b)                                any liability which is contingent must be included at its face
value; and


 


(c)                                 Interest Expense due but unpaid and Interest Expense accrued but not
yet due must be included.


 


3.2                               Details
of Secured Moneys


 


(a)                                 The Security Trustee may at any time request a Beneficiary to
provide, and the Beneficiary must then, within a reasonable time, provide:


 


(1)                                 a statement signed by an Officer of the Beneficiary setting out the
Secured Moneys owing to that Beneficiary at the date of the statement or as at
any other date requested by the Security Trustee; and


 


10

















 


(2)                                 any information the Security Trustee reasonably requests in respect
of the calculation of the amounts referred to in clause 3.2(a)(1).


 


(b)                                The information provided under clause 3.2(a) must include full
details of how the Beneficiary has applied the provisions of clause 3.1 in
calculating the amounts referred to in clause 3.2(a)(1).


 


(c)                                 As between the Security Trustee and the Beneficiaries, the Security
Trustee may rely on a Statement given by a Beneficiary as sufficient evidence
of its contents and the respective amounts of Secured Moneys owing to the
Beneficiary as at the date set out in the Statement unless the contrary is
proved.


 


(d)                                Any Statement is binding on all Beneficiaries, subject to any
contrary determination by the Security Trustee, for the purposes of determining
the Share of each Beneficiary under this deed as at the date of the Statement.


 


(e)                                 If a Beneficiary does not provide a Statement, the Security Trustee
may determine the Secured Moneys owing to that Beneficiary and issue an
alternative Statement which will be taken as the Statement for that Beneficiary
for the purposes of this clause 3.2.


 


4                                        Receipt of money


 


4.1                               Money
not forming part of Recovered Moneys


 


(a)                                 Where any Transaction Document permits or requires money to be
placed to the credit of a suspense account:


 


(1)                                 in order to preserve the rights to prove in the bankruptcy or
liquidation of any person; or


 


(2)                                 because amounts are contingently due or for any other reason,


 


that
money will not, unless otherwise decided by all the Beneficiaries, form part of
the Recovered Moneys until, in accordance with the terms of the Transaction
Documents, the money is paid to or for the account of the Security Trustee or
one or more Beneficiaries (at which time it becomes Recovered Moneys).


 


(b)                                Where money is placed in a suspense account referred to in
clause 4.1(a), any interest earned and credited to the account is
Recovered Moneys.


 


4.2                               Receipt
of money after Determination Date


 


(a)                                 Subject to clause 4.2(b), if, after the Determination Date, a
Beneficiary receives (whether by way of voluntary or involuntary payment or by
way of set-off, combination or amalgamation of accounts or otherwise) any
Secured Moneys, the Beneficiary must within a reasonable time notify the
Security Trustee.


 


(b)                                Clause 4.2 does not apply to money received by a Beneficiary
from the Security Trustee under this deed.


 


(c)                                 A Beneficiary who receives an amount referred to in
clause 4.2(a) must pay the amount to the Security Trustee within 5
Business Days of receiving it.


 


11

















 


(d)                                An amount paid under clause 4.2(c) is to be:


 


(1)                                 regarded as having been received by the Security Trustee and not by
the Beneficiary who receives it; and


 


(2)                                 distributed by the Security Trustee as Recovered Moneys.


 


(e)                                 If a Beneficiary who makes a payment referred to in
clause 4.2(c) is obliged to refund any part of that amount under laws
relating to insolvency or liquidation or similar events, then:


 


(1)                                 on request from the Security Trustee, each party to which any part
of the payment was distributed must repay to the Security Trustee the amount
received by that party and the Security Trustee must pay to that Beneficiary
the amount it is required to refund; and


 


(2)                                 any balance is Recovered Moneys.


 


5                                        Sharing between Beneficiaries


 


5.1                               Pre
Determination Date payments


 


(a)                                 If, before the Determination Date, a Beneficiary directs the
Security Trustee to demand payment from a Security Provider of Secured Moneys
which are then due and payable to the Beneficiary, the Security Trustee must
promptly make that demand.


 


(b)                                On receipt of any money from that Security Provider, the Security
Trustee holds it on trust for the Beneficiary who made the request and must pay
the full amount received to that Beneficiary or as otherwise required by a
Transaction Document.


 


(c)                                 Subject to the Transaction Documents, if, before the Determination
Date, the Security Trustee otherwise receives any Secured Moneys due and
payable to a Beneficiary, it must promptly pay that money to that Beneficiary.


 


(d)                                A demand or payment under clause 5.1(a) is not required for
money to be made payable or for any enforcement action (including appointment
of a Controller or declaring that money is due and payable) under the
Transaction Documents, as long as the money is payable or the enforcement
action can be taken under the Transaction Documents.


 


5.2                               Sharing
after Determination Date


 


(a)                                 The Recovered Moneys must, as between the Security Trustee and each
Security Provider, be applied by the Security Trustee in accordance with the
Security under which it is recovered (including in accordance with this deed if
the Security so requires).


 


(b)                                The Recovered Moneys available for distribution in or towards
payment or repayment of the Secured Moneys (after payment out of the Recovered
Moneys of any amounts which, under a Security, are required to be paid out of
those Recovered Moneys before any distribution is made in or towards payment or
repayment of the Secured Moneys) must be applied by the Security Trustee in
accordance with any written agreement between all


 


12

















 


of the Beneficiaries at the time that
agreement is made and the Security Trustee at that time but, in the absence of
any such agreement, then in the following order of priority:


 


(1)                                 first, in or towards payment of any money due to the Security
Trustee in its capacity as security trustee under the Transaction Documents;


 


(2)                                 second, pari passu and rateably, in or towards payment or repayment
to each Beneficiary of its Share (calculated as at the date of the
distribution) of the Secured Moneys (calculated as at the date of the
distribution) until each Beneficiary has received its Secured Moneys in full.


 


(c)                                 Clause 5.2(b) is for the benefit of the relevant Beneficiaries
only and no other party may claim any benefit under it.


 


(d)                                An agreement effected under clause 5.2(b) is binding on all
Beneficiaries even if they become Beneficiaries after that agreement is
effected.


 


6                                        Security Trustee’s rights and responsibilities


 


6.1                               Security
Trustee entitled to exercise all rights


 


Subject
to this deed, the Security Trustee:


 


(a)                                 is entitled to exercise all Powers under the Securities (including
those Powers conferred on trustees generally by statute and those conferred on
trustees generally by law or equity in respect of the Securities) as if the
Security Trustee were the sole beneficial owner of the Securities; and


 


(b)                                may in its absolute discretion determine:


 


(1)                                 whether or not to take any steps to enforce a Security or to
otherwise seek to recover any money payable under a Security; and


 


(2)                                 the manner of the enforcement (including the terms of any sale under
a Security and the identity of any Controller appointed under a Security).


 


6.2                               Instructions
and extent of discretion


 


(a)                                 Subject to the other terms of this deed, and except in respect of
amounts due to the Security Trustee in its personal capacity, in exercising its
Powers under a Security, the Security Trustee:


 


(1)                                 must act in accordance with the instructions (if any) of the
Majority Beneficiaries; or


 


(2)                                 in the absence of any such instructions, may (but is not obliged to)
act as it thinks fit in the best interests of the Beneficiaries.


 


(b)                                Each Beneficiary authorises the Security Trustee to give any consent
and do anything else necessary or appropriate for it to give effect to any
instructions given in accordance with this deed.


 


13

















 


(c)                                 Any action taken by the Security Trustee in accordance with this
deed is binding, as between the Security Trustee and the Beneficiaries, on all
the Beneficiaries.


 


(d)                                Despite any other provision of this deed, the Security Trustee is
not obliged to take any action under this deed or a Security or exercise any
Power until it is first indemnified to its satisfaction in accordance with
clause 6.15 or otherwise.


 


6.3                               Exercise
of Powers to waive or amend


 


The
Security Trustee:


 


(a)                                 must not, in its capacity as trustee, waive breaches of, or any
Default under, or otherwise excuse the performance of any obligation of a
Transaction Party under, a Transaction Document without the prior instructions
of the Majority Beneficiaries or as otherwise provided in a Transaction
Document;


 


(b)                                must exercise or refrain from exercising a Power and must waive or
excuse performance of a Security if so instructed:


 


(1)                                 by the Majority Beneficiaries; or


 


(2)                                 where a Transaction Document provides for such instructions from the
Beneficiaries on a different basis, from the Beneficiaries on that basis;


 


(c)                                 must not amend or vary any Transaction Document unless instructed to
do so by:


 


(1)                                 the Majority Beneficiaries; or


 


(2)                                 where a Transaction Document provides for such instructions from the
Beneficiaries on a different basis, from the Beneficiaries on that basis; or


 


(3)                                 as otherwise provided in a Transaction Document,


 


but is
not obliged to effect any such amendment or variation to the extent it would
increase the personal liability of the Security Trustee or derogate from any of
its rights under the Transaction Documents; and


 


(d)                                subject to the provisions of any relevant Transaction Document, must
confer with the Beneficiaries before exercising a Power or giving any consent,
approval or agreement or making any determination under a Transaction Document.


 


6.4                               Exercise
of enforcement and other powers


 


(a)                                 The Security Trustee must, if so instructed by the Majority
Beneficiaries and if to do so would be in accordance with the terms of the
Transaction Documents:


 


(1)                                 give notice in writing to a Security Provider declaring that the
relevant Secured Moneys are immediately due and payable;


 


(2)                                 appoint a Controller under a Security;


 


14

















 


(3)                                 otherwise enforce or take steps to enforce a Security as directed in
writing by the Majority Beneficiaries; or


 


(4)                                 do any one or more of the things in clauses 6.4(a)(1),
6.4(a)(2) and 6.4(a)(3).


 


(b)                                The Security Trustee must if entitled by law and the terms of the
Transaction Documents to do so, appoint a Controller under the Corporations Act
to a Security Provider if so instructed by the Majority Beneficiaries.


 


(c)                                 The Security Trustee must if entitled by law and the terms of the
Transaction Documents to do so, appoint an administrator under the Corporations
Act to a Security Provider if, but only if, instructed to do so by the Majority
Beneficiaries.


 


(d)                                The Security Trustee must at any time after action under
clause 6.4(a), (b) or (c) has been taken, do any other things it considers
appropriate (or as instructed by the Majority Beneficiaries) to enforce the
whole or any part of the Security in respect of which that first mentioned
action was taken and to exercise its Powers under that Security.


 


(e)                                 The Security Trustee must, if so instructed by the Majority Beneficiaries,
release or discharge:


 


(1)                                 any specified Security in full; or


 


(2)                                 all or any specified assets from any specified Security,


 


but
otherwise must not release or discharge a Security unless required by law or by
the express provisions of a Transaction Document to do so.


 


(f)                                   If the Security Trustee is directed by the Majority Beneficiaries in
accordance with this clause 6.4 to appoint a Controller under a Security, it
must appoint a Controller selected by the Majority Beneficiaries (subject to
any instructions of the Majority Beneficiaries).


 


(g)                                A notice under clause 6.4(a)(1) is not required for money to be
made payable or for any enforcement action (including appointment of a
Controller or declaring that money is due and payable) under the Transaction
Documents as long as the money is payable or the enforcement action can be
taken under the Transaction Documents.


 


6.5                               Exercise
of other ancillary powers


 


(a)                                 The Security Trustee:


 


(1)                                 is not responsible for, or liable to any person in respect of, any
absence of, or defect in, title or for its inability to exercise any of its
Powers under a Security arising from any absence of, or defect in, title; and


 


(2)                                 need not give notice to any person of the execution of any Security
nor obtain any licence, consent or other authority for the execution of any
Security and is not liable to any person for failure to do so.


 


(b)                                The Security Trustee:


 


15

















 


(1)                                 may rely on any certificate, notice or other document (including any
facsimile transmission or telegram) it believes to be genuine and correct and
to have been signed or sent by or on behalf of the proper or authorised person
or persons;


 


(2)                                 may rely on any advice or statements of solicitors, independent
accountants or other experts selected by the Security Trustee with reasonable
care; and


 


(3)                                 must place any Security, title document or other document, deed or
certificate relating to a Security for the time being in its possession in any
properly and safely maintained safe deposit, safe or receptacle selected by it,
or with any bank or financial institution (including a
Beneficiary) or person whose business includes undertaking the safe custody of
documents, or with any lawyer or firm of lawyers,


 


in any
such case without being responsible, or liable, to any person for any loss
occasioned by doing so.


 


6.6                               Right
to appoint agent, delegates


 


(a)                                 The Security Trustee, instead of acting personally, may employ an
agent to do any act required or permitted to be done under this deed or in
relation to the Securities.


 


(b)                                The Security Trustee may:


 


(1)                                 delegate any of its Powers under this deed or in relation to the
Securities, either wholly or partially or subject to any limitations or
restrictions, to any person (including any Beneficiary) as it thinks fit,
proper or appropriate in its absolute discretion if that delegate agrees to be
bound by the terms of this deed as if it was a party to it;


 


(2)                                 for the purpose of any delegation under clause 6.6(b)(1),
execute such powers of attorney or other instruments as it thinks proper; and


 


(3)                                 revoke any delegation under clause 6.6(b)(1) or power or
instrument under clause 6.6(b)(2), from time to time.


 


(c)                                 No person dealing with the Security Trustee, or any delegate
referred to in clause 6.6(b) is bound to enquire whether the delegation
remains in force.


 


(d)                                The Security Trustee may act or rely on the opinion, certificate or
advice of, or information obtained from, any agent, delegate or adviser
appointed by it. The Security Trustee is not responsible for any loss
occasioned by doing so if the Security Trustee has acted in good faith and has
not been guilty of fraud, wilful default or negligence in so acting.


 


(e)                                 Despite an appointment under clause 6.6(b), but subject to
clause 6.14(a)(2), the Security Trustee remains liable for any act or
omission of any appointee as if such act or omission was of the Security
Trustee.


 


16

















 


6.7                               Events
of Default


 


(a)                                 The Security Trustee is not to be regarded as having knowledge of
the occurrence of any Default unless the Security Trustee:


 


(1)                                 has received notice (Default Notice)
from a Transaction Party or Beneficiary referring to this deed or the relevant
Transaction Document and stating that a Default has occurred and describing the
event and stating that the notice is a “Default Notice”; or


 


(2)                                 is actually aware that a Default has occurred.


 


(b)                                If the Security Trustee receives a Default Notice or becomes
actually aware that a Default has occurred, the Security Trustee must promptly
notify all Beneficiaries of the occurrence.


 


(c)                                 If the Security Trustee receives a Default Notice, the Security
Trustee may consider the Default to be continuing until it has received a
further notice from the party giving the original notice stating that the
Default is no longer continuing. The Security Trustee may rely on the second
notice for all purposes under this deed and the Transaction Documents.


 


6.8                               No
monitoring


 


The
Security Trustee is not required to:


 


(a)                                 keep itself informed as to the performance or observance by any
Transaction Party of its obligations under any Transaction Document or any other document or agreement to which any one or more
of them is a party; or


 


(b)                                inspect the properties or books of any Transaction Party or to assess or keep under review the business, operations,
financial condition, creditworthiness or status of the affairs of any
Transaction Party.


 


6.9                               Information


 


(a)                                 Except for any notices, reports, accounts or other documents or information
which the Security Trustee is required to provide under any Transaction
Document, the Security Trustee has no duty or responsibility, but is authorised
in its absolute discretion, to provide any Beneficiary with any credit or other
information concerning the assets, liabilities, financial condition or business
of any Transaction Party or any of its
respective Subsidiaries or Related Body Corporate, which may come into the
possession of the Security Trustee.


 


(b)                                The Security Trustee is not obliged to review or check the accuracy
or completeness of any report, notice or other document it forwards to any
Beneficiary or other person.


 


(c)                                 Nothing in any Transaction Document obliges the Security Trustee to
disclose any information relating to any Transaction Party if the disclosure
would in the reasonable opinion of the Security Trustee constitute a breach of
any law or duty of secrecy or confidence.


 


17

















 


6.10                        Security
Trustee to have same rights as Beneficiaries


 


The
Security Trustee, in its capacity as a Beneficiary (if it is or becomes one)
has the same rights, powers and discretions under this deed as any other
Beneficiary and may exercise the same as if it were not acting as the Security
Trustee.


 


6.11                        Security
Trustee may contract


 


The
Security Trustee may, despite any rule of law or equity to the contrary, enter
into any contract or arrangement and transact any kind of business with any
Beneficiary or Transaction Party and is not liable to account for any fee,
remuneration or profit received or accruing in connection with that contract,
arrangement or transaction.


 


6.12                        Exercise
of Powers


 


The
Security Trustee or any shareholder, director, Officer or employee of the
Security Trustee may be interested as a director, Officer, employee,
shareholder, manager or professional advisor or may otherwise stand in a
fiduciary position in relation to any party to this deed or any other person
and that interest or fiduciary position does not preclude the Security Trustee
from exercising any Power (including where an exercise of that Power may
benefit that party or person).


 


6.13                        Application
to court for direction


 


The
Security Trustee may apply to a court for directions in relation to any
question relating to its duties under this deed or to its Powers.


 


6.14                        Security
Trustee not liable


 


(a)                                 The Security Trustee is not, and its directors, Officers, employees,
agents, successors or attorneys are not, liable to any party for:


 


(1)                                 any loss or damage occurring as a result of it exercising, failing
to exercise or purporting to exercise any Power under this deed or in relation
to a Transaction Document;


 


(2)                                 any act of any agent, delegate, Officer or employee of the Security
Trustee;


 


(3)                                 any other matter or thing done, or not done, by it in relation to
this deed or a Transaction Document;


 


(4)                                 any absence of, or defect in, title or any inability to exercise any
of its Powers under a Security;


 


(5)                                 any failure by a Transaction Party to perform its obligations under
a Transaction Document;


 


(6)                                 the financial condition or solvency of a Transaction Party;


 


(7)                                 any statement, representation or warranty of a Transaction Party
being incorrect or misleading in any respect;


 


(8)                                 acting in accordance with the instructions of one or more of the
Beneficiaries or all of the Beneficiaries (as applicable) in accordance with
this deed or for refraining from acting in accordance with the instructions of
one or more of the Beneficiaries or all of the Beneficiaries (as applicable) in
accordance with this


 


18

















 


deed, or where
there are no instructions which are required by this deed for the Security
Trustee to act or refrain from acting;


 


(9)                                 acting on any written communication, notice or other document
containing a direction or instructions purporting to have been given by one or
more of the Beneficiaries, the Majority Beneficiaries or all of the
Beneficiaries which the Security Trustee believes to be genuine and correct and
to have been signed by, or sent by or on behalf of, the proper person;


 


(10)                           acting on any written communication, notice or other document
containing a direction or instructions purporting to have been given by one or
more of the Beneficiaries, the Majority Beneficiaries or all of the
Beneficiaries passed at a meeting of the Beneficiaries at which minutes were
made and signed, even though it may subsequently be found that there was some
defect in the constitution of the meeting or the passing of the resolution or
that for any other reason the resolution was not valid or binding on any of the
Beneficiaries whom it purported to bind, or on the Security Trustee; or


 


(11)                           the value, validity, effectiveness, genuineness, enforceability or
sufficiency of any Security, Transaction Document or any other certificate or
document given under any of them,


 


to the
extent that the Security Trustee and its agents, delegates, Officers and
employees have acted reasonably in all the circumstances and have not been
guilty of fraud, wilful default or negligence.


 


(b)                                Nothing in this clause 6.14 exempts the Security Trustee from
liability to a Beneficiary if it fails to follow the lawful directions of one
or more of the Beneficiaries, the Majority Beneficiaries, or all of the
Beneficiaries given in accordance with this deed (as applicable) or fails to
obtain the required consent of one or more of the Beneficiaries, the Majority
Beneficiaries, or all of the Beneficiaries in
any circumstance where the direction is lawfully given or the consent is
required under this deed.


 


(c)                                 Failure by the Security Trustee to act due to lack of instructions
or lack of proper instructions from one or more of the Beneficiaries, the
Majority Beneficiaries, or all of the
Beneficiaries required to be given under this deed ( as applicable) does not
amount to fraud, wilful default or negligence of the Security Trustee.


 


(d)                                The Security Trustee is not bound by any waiver, amendment,
supplement or modification of any Transaction Document unless it gives its
prior written consent as Security Trustee under the Transaction Document.


 


(e)                                 The Security Trustee is not liable to any Transaction Party because
a Beneficiary fails to perform its obligations under a Transaction Document.


 


6.15                        Indemnity


 


(a)                                 Subject to clause 6.15(c) and:


 


(1)                                 without prejudice to any right of indemnity given to it by law or
equity; and


 


19

















 


(2)                                 in addition to, and without prejudice to, any other indemnity in any
other Transaction Document,


 


the
Security Trustee is entitled to be indemnified out of any money from time to
time received by the Security Trustee under the Securities or otherwise forming
part of the Trust Fund in respect of:


 


(3)                                 all liabilities and expenses (including any money paid or to be paid
for the employment or appointment of any agent) incurred by any of them in the
exercise or purported exercise of the Powers under this deed or in relation to
the other Transaction Documents; and


 


(4)                                 all actions, proceedings, costs, claims and demands arising in
relation to this deed or any other Transaction Document,


 


and the
Security Trustee may from time to time retain and pay out of any money
recovered from the Securities or otherwise forming part of the Trust Fund an
amount to satisfy that indemnity.


 


(b)                                The Security Trustee is not obliged to do or refrain from doing
anything under this deed, other than calling a meeting of the Beneficiaries or
providing notices unless it is able to satisfy its rights of indemnity under
clause 6.15(a)(1) or is otherwise indemnified to its satisfaction.


 


(c)                                 The indemnity in clause 6.15(a)(1) does not apply:


 


(1)                                 where the Security Trustee or any of its Officers, agents,
delegates, or employees is guilty of fraud, wilful default or negligence; or


 


(2)                                 to the extent that any Beneficiary (as beneficiary under this deed)
may have a claim against the Security Trustee in accordance with any
Transaction Document.


 


6.16                        Protection
of third parties


 


No
person dealing with the Security Trustee is bound to enquire whether the
Security Trustee:


 


(a)                                 has been properly appointed under this deed; or


 


(b)                                has the requisite Power under this deed or another Transaction
Document,


 


and any
person dealing with the Security Trustee may assume
that anything purported to be done by the Security Trustee under this deed or
another Transaction Document has been duly authorised by this deed and the
Beneficiaries.


 


6.17                        Exclusions
of law where permitted


 


All
liabilities and responsibilities which may from time to time be imposed on the
Security Trustee at law or in equity are, to the extent permitted at law or in
equity, and, except to the extent provided to the contrary in this deed,
expressly negatived and waived by the other parties.


 


6.18                        Independent
decisions by Beneficiaries


 


(a)                                 Each Beneficiary acknowledges that it has, independently and without
reliance on the Security Trustee or any other Beneficiary, and based on the
documents and information it has considered appropriate, made its own


 


20

















 


investigation into the affairs and financial
condition of each Transaction Party and the value, validity, effectiveness,
genuineness and enforceability of each Transaction Document.


 


(b)                                Each Beneficiary must independently and without reliance on the
Security Trustee or any other Beneficiary, and based on the documents and
information it considers appropriate, continue to make its own analysis and
decisions in relation to its rights and obligations under any document or
agreement to which it and any other Beneficiary or any other Transaction Party
is a party.


 


(c)                                 The Security Trustee is not liable if a Beneficiary fails to do
anything referred to in clause 6.18(a) or 6.18(b) or if a Beneficiary
suffers loss or damage as a result of doing anything referred to in clause 6.18(a)
or 6.18(b).


 


6.19                        Variation


 


The
provisions of this clause 6, other than clauses 6.14 and 6.15, may be
amended from time to time by written
agreement between the Security Trustee and the Beneficiaries without the approval of the Security Providers and so long
as the amendment does not increase the liability of any other party or derogate
from the rights of any other party.


 


6.20                        Additional
matters


 


(a)                                 The rights and obligations of the Security Trustee under this deed
are in addition to, and without prejudice to, its rights and obligations under
the other Transaction Documents.


 


(b)                                If there is any inconsistency between the rights and obligations of
the Security Trustee under this deed and the rights and obligations of the
Security Trustee under any other Transaction Document, those under this deed
prevail to the extent of the inconsistency.


 


7                                        Termination of Security Trustee’s appointment


 


7.1                               Termination
of appointment


 


(a)                                 The Security Trustee may resign at any time by giving at least
90 Business Days notice to each Beneficiary and the Security
Providers, or their representative to that effect.


 


(b)                                The Security Trustee may be removed at any time by the Majority
Beneficiaries giving to the Security Trustee at least
90 Business Days notice to that effect.


 


(c)                                 If the Majority Beneficiaries give a notice under
clause 7.1(b), they must, as soon as reasonably practicable after giving
the notice, provide a copy of the notice to all other Beneficiaries.


 


(d)                                On the termination of the Security Trustee’s appointment, whether by
resignation, removal or otherwise, the Security Trustee is released from any
further obligations as Security Trustee under this deed and the other
Transaction Documents from the time of that termination, but the release


 


21

















 


does not prejudice any liability in respect
of any default arising before the termination of appointment.


 


7.2                               Assurances


 


Despite
clause 7.1 and the terms of any Transaction Document, no resignation,
removal or release of the Security Trustee takes effect unless:


 


(a)                                 a successor Security Trustee has been appointed in accordance with
clause 7.3;


 


(b)                                the successor Security Trustee undertakes to act as Security Trustee
and be bound in that capacity by the terms of this deed and each Security to
which the Security Trustee is a party; and


 


(c)                                 the successor Security Trustee obtains title to each Security and
the Trust Fund in its capacity as Security Trustee.


 


7.3                               Appointment
of successor Security Trustee


 


(a)                                 If the appointment of the Security Trustee is terminated, by
resignation, removal or otherwise, the Majority Beneficiaries may appoint a
successor Security Trustee.


 


(b)                                If no successor Security Trustee is appointed by the Majority
Beneficiaries, or accepts the appointment, within 20 Business Days
after:


 


(1)                                 notice of resignation or removal is given in accordance with
clause 7.1; or


 


(2)                                 the Security Trustee’s appointment is otherwise terminated,


 


the
terminated Security Trustee may, on behalf of each Beneficiary, appoint a
successor Security Trustee on the same terms as the terminated Security
Trustee.


 


(c)                                 Each Beneficiary and each Security Provider is bound by the terms of
any appointment made under clause 7.3(b).


 


(d)                                The Security Trustee, each Beneficiary and each Transaction Party
must do all things necessary, including executing any deeds of appointment or
vesting, to ensure that the appointment of any successor Security Trustee is
properly and promptly effected.


 


(e)                                 When a successor Security Trustee is appointed, the new Security
Trustee and each other party to the Transaction Documents has the same rights
and obligations among themselves as they would have had if the new Security
Trustee had been an original party to the Transaction Documents (other than in
relation to any accrued rights against the terminated Security Trustee for
default under the Transaction Documents).


 


(f)                                   Each Beneficiary and each other party to this deed (other than the
Security Trustee), for consideration received, appoints the Security Trustee
and each Officer for the time being and from time to time of the Security
Trustee severally its attorney, in its name and on its behalf, to do all things
and execute, sign seal and deliver (conditionally or unconditionally in the
attorney’s discretion) all documents, deeds and instruments necessary or
desirable for the appointment of a successor Security Trustee under


 


22

















 


clause 7.3(b) and to vest in that
successor Security Trustee all of the Trust Fund or any part of it.


 


(g)                                The power in clause 7.3(f) may be delegated or a sub-power may
be given, and any delegate or sub-attorney may be removed by the attorney
appointing it.


 


8                                        Changes to Beneficiaries and Security Providers


 


8.1                               Transfers
by Beneficiaries


 


A
Beneficiary may assign any of its rights or novate any of its rights and
obligations under any of the Transaction Documents to any person and in any
manner permitted under and in accordance with the Transaction Documents.


 


8.2                               Transfer
by a Security Provider


 


A
Security Provider may assign any of its rights or novate any of its rights and
obligations under any of the Transaction Documents to any person and in any
manner permitted under and in accordance with the Transaction Documents.


 


9                                        Savings provisions


 


9.1                               Continuing
indemnities


 


(a)                                 Each indemnity contained in this deed and each other Transaction
Document is a continuing obligation despite:


 


(1)                                 any settlement of account; or


 


(2)                                 the occurrence of any other thing,


 


and
remains in full force and effect until:


 


(3)                                 all money owing, contingently or otherwise, under any Transaction
Document has been paid in full; and


 


(4)                                 each Transaction Document has been finally discharged.


 


(b)                                Each indemnity in this deed and each other Transaction Document is an
additional, separate and independent obligation and no one indemnity limits the
general application of any other indemnity.


 


9.2                               Non-avoidance


 


The
provisions of this deed are not affected by anything which, but for this
provision, might have that effect, including:


 


(a)                                 the respective times and dates on which, or the order in which, any
of the Transaction Documents were executed, delivered or registered;


 


(b)                                the respective times and dates on which, or the order in which, the
debts and monetary liabilities comprising all or any part of any of the Secured
Moneys are incurred or become due;


 


(c)                                 anything contained in any of the Transaction Documents;


 


23

















 


(d)                                the enforcement or attempted enforcement of, or the exercise or
attempted exercise of any other Power under, any of the Transaction Documents;


 


(e)                                 the repayment from time to time of all or any part of any of the
Secured Moneys;


 


(f)                                   the fluctuation (including the reduction and subsequent increase)
from time to time of all or any part of any of the Secured Moneys;


 


(g)                                a Beneficiary being or not being from time to time obliged to:


 


(1)                                 perform its obligations under any Transaction Document at the
request, or for the benefit, of any Transaction Party; or


 


(2)                                 do anything which may cause money to become due by any Transaction
Party to that Beneficiary;


 


(h)                                that all or any part of the Secured Moneys are contingent or
prospective;


 


(i)                                    the appointment of a liquidator, Controller or other similar officer
to a Transaction Party or to all or any part of the assets of a Transaction
Party;


 


(j)                                    the liquidation of a Transaction Party;


 


(k)                                 a person becoming or ceasing to be a Beneficiary or a Transaction
Party; or


 


(l)                                    any provision of any statute or any rule of law or equity to the
contrary.


 


9.3                               Exclusion
of moratorium


 


To the
extent not excluded by law, a provision of any legislation which at any time
directly or indirectly lessens, stays, postpones, prevents or otherwise
prejudicially affects the exercise of any Power, is negatived and excluded from
this deed, and all relief and protection conferred on a Transaction Party by or
under that legislation is also negatived and excluded.


 


10                                 Meetings of Beneficiaries


 


10.1                        Meetings


 


The
Security Trustee may convene a meeting of Beneficiaries at any time.


 


10.2                        Meeting
on application


 


The
Security Trustee must convene a meeting of Beneficiaries if Beneficiaries
having alone, or together, a Share (determined as if the date of application
was the Determination Date) of not less than 30% of the Shares of all
Beneficiaries apply in writing.


 


10.3                        Notice
of meeting


 


(a)                                 If the purpose of a meeting is to determine the instructions of the
Beneficiaries to be given to the Security Trustee, the person or persons
calling the meeting must notify all Beneficiaries of the meeting at least
21 days (exclusive of the day on which the notice is given and of the day
on which the meeting is held) (or any shorter period the Beneficiaries may
agree on) in advance under clause 10.3(c).


 


24

















 


(b)                                The Security Trustee must give notice of each meeting of all
Beneficiaries to each Beneficiary.


 


(c)                                 A notice to Beneficiaries must set out:


 


(1)                                 the place, day and time of the meeting;


 


(2)                                 the general nature of the business to be transacted;


 


(3)                                 the terms of any resolution to be proposed;


 


(4)                                 a summary of any information in the possession of the Security
Trustee which the Security Trustee reasonably determines may influence the
Beneficiaries’ vote;


 


(5)                                 a statement to the effect that proxies may be appointed more than
24 hours before the time fixed for the meeting but not after that time;
and


 


(6)                                 any other information the person preparing the notice reasonably
considers appropriate.


 


(d)                                In giving notice of a meeting to Beneficiaries, the Security Trustee
complies with its obligations if it sends the notice to the address of each
relevant Beneficiary specified under clause 12.4 or if it does not have an
address for all relevant Beneficiaries, by sending the notice to the addresses
it has and by advertising the notice in a newspaper published throughout
Australia or in 2 or more newspapers whose publication together has national
coverage throughout Australia.


 


(e)                                 If:


 


(1)                                 the Security Trustee accidentally omits to give notice under
clauses 10.3(a) or 10.3(b) or fails to give notice in the form required by
clause 10.3(c) and 10.3(d); or


 


(2)                                 a relevant Beneficiary does not receive a notice,


 


the
relevant meeting is still valid.


 


(f)                                   Even if a meeting is called by shorter notice than that specified in
this clause 10.3, it will be considered to be duly called if it is so
agreed to by the relevant Beneficiaries representing a quorum required for the
resolutions to be passed at that meeting.


 


10.4                        Who
may attend and address meeting


 


The
following persons are entitled to attend and address a meeting, including an
adjourned meeting, of all Beneficiaries:


 


(a)                                 the Security Trustee’s representative;


 


(b)                                the Security Trustee’s solicitor and advisers;


 


(c)                                 each Beneficiary or its representative or both; and


 


(d)                                each Beneficiary’s solicitor and advisers.


 


No
person other than a Beneficiary has a right to vote.


 


25

















 


10.5                        Quorum


 


(a)                                 No business (other than the election of a chairman, if necessary)
may be transacted at a meeting of Beneficiaries unless there is a quorum.


 


(b)                                A quorum for any meeting of all Beneficiaries to pass a Special
Decision is the Beneficiaries (whether in person, proxy, representative or
attorney) having alone or together a Share of 75%.


 


(c)                                 If a quorum has not been reached within 30 minutes after the
time appointed for the meeting, the meeting, if called on the requisition of
relevant Beneficiaries must be dissolved or, if called to pass a Special Decision,
must be adjourned to the same day, time and place in the following week.


 


10.6                        Chair


 


(a)                                 The Security Trustee’s nominee (who may be a Beneficiary or the
Security Trustee) must preside as chair at a meeting of any Beneficiaries.


 


(b)                                If the Security Trustee’s nominee does not appear within
15 minutes after the time appointed for the meeting, the Beneficiaries
present must elect one of their number to preside as chair.


 


10.7                        Voting
and decisions


 


(a)                                 Any question submitted to a meeting of Beneficiaries must be decided
in the first instance by a show of hands unless a poll is required under
clause 10.7(b).


 


(b)                                A poll must be taken if any Transaction Document or the applicable
law requires the question to be decided by a Special Decision or if demanded by
the chair, the Security Trustee or a Beneficiary.


 


(c)                                 The chair does not have a casting vote in addition to any other vote
which the chair may exercise.


 


(d)                                A resolution passed by the Majority Beneficiaries or all
Beneficiaries (as the case may be) in accordance with this clause 10 on
any matter constitutes the instructions of the Majority Beneficiaries or all
Beneficiaries (as the case may be) under any Transaction Document in relation
to that matter and is binding on all the Beneficiaries.


 


(e)                                 A resolution, decision or instruction:


 


(1)                                 expressly required in this deed to be given by all Beneficiaries
must be made by all of the Beneficiaries;


 


(2)                                 otherwise to be made by the Beneficiaries must be made by the
Majority Beneficiaries; or


 


(3)                                 to replace or remove the Security Trustee must be made by Special
Decision.


 


10.8                        Votes


 


(a)                                 On a show of hands, each Beneficiary present at a meeting:


 


(1)                                 in person; or


 


26

















 


(2)                                 by proxy, representative or attorney,


 


has one
vote.


 


(b)                                On a poll, each Beneficiary present at a meeting:


 


(1)                                 in person; or


 


(2)                                 by proxy, representative or attorney;


 


has one
vote for each dollar of the Amount Owing of it at that time.


 


(c)                                 In determining whether or not a resolution constitutes a resolution
of the Majority Beneficiaries, the votes in clauses 10.8(a) and 10.8(b)
must be weighted by the chair accordingly.


 


(d)                                If Amounts Owing by Beneficiaries is held jointly, the most senior
Beneficiary’s vote either in person or by proxy, representative or attorney
will be accepted to the exclusion of the other joint Beneficiaries.


 


(e)                                 The most senior Beneficiary is the person nominated in writing to
the Security Trustee by all joint Beneficiaries in respect of that Amount Owing
or failing such nomination the person selected by the Security Trustee in its
absolute discretion.


 


10.9                        Objection
to voter’s qualification


 


(a)                                 An objection may be raised to the qualification of a voter only at
the meeting where the vote objected to is to be exercised.


 


(b)                                An objection must be referred to the chair whose decision is final.


 


(c)                                 The chair may consult with any representative of a Beneficiary or
the Security Trustee present at the meeting.


 


(d)                                A vote allowed at a meeting is valid for all purposes.


 


10.10                 Proxies
and other powers


 


(a)                                 Any person including a Beneficiary may act as a proxy.


 


(b)                                A proxy has the same right to be heard as a Beneficiary.


 


(c)                                 A vote given in accordance with the terms of a proxy form is valid
despite the previous revocation or amendment, unless notice in writing of the
revocation or amendment is deposited with the Security Trustee at least
24 hours before the time appointed for the meeting or adjourned meeting at
which the proxy proposes to vote.


 


(d)                                A notarially certified copy of each proxy form and satisfactory
proof of due execution, if applicable, must be produced at a meeting or
adjourned meeting if required by the Security Trustee, who is not obliged to
investigate or be concerned with the validity or authority of a proxy.


 


10.11                 Proxy
and other instruments


 


(a)                                 If the appointer of a proxy is an individual, the instrument of
appointment must be in writing and signed by the appointer or the appointer’s
attorney authorised in writing.


 


(b)                                If the appointer of a proxy is a corporation, the instrument of
appointment must be:


 


27

















 


(1)                                 under its common seal (if it has one); or


 


(2)                                 under the hand of an Officer or attorney who has been authorised by
the corporation.


 


(c)                                 An instrument appointing a proxy must be in the following form or in
any other common or usual form:


 


“I [                   ]
of [                   ]
being a Beneficiary under the Security Trust Deed constituting the [insert name of trust]
Trust appoint [                   ]
of [                   ]
as my proxy to vote at the meeting of Beneficiaries to be held on
[    ] and at any adjournment of that meeting.


 


Signed
at [                   ]
by me on [                   ].


 


This
form is to be used *in favour/against the resolution. (*Strike out whichever is
not desired.) Unless otherwise directed the proxy may vote as he or she thinks
fit.”.


 


10.12                 Adjournments


 


The
chair may adjourn a meeting with the consent of the Majority/all Beneficiaries
or if a quorum is required under a Transaction Document but not present.


 


10.13                 Declaration
by chair of voting


 


At a
meeting of Beneficiaries a declaration by the chair or Security Trustee (as
applicable) that a resolution has been carried or lost by a particular majority
is conclusive evidence of that fact.


 


10.14                 Manner
of poll


 


(a)                                 If at a meeting a poll is demanded or required in accordance with
clause 10.7(b), that poll must be conducted as directed by the chair at
the meeting.


 


(b)                                A demand for a poll may be withdrawn at any time.


 


(c)                                 The demand for a poll does not discontinue the meeting except to
decide the question for which the poll is demanded.


 


(d)                                The result of the poll is regarded as the relevant resolution of the
meeting.


 


10.15                 Poll
on election of chair or question of adjournment


 


A poll
demanded at a meeting of Beneficiaries on the election of the chair or on a
question of adjournment must be taken at the meeting without adjournment.


 


10.16                 Minutes


 


(a)                                 The chair or Security Trustee (as applicable) must ensure that minutes
of proceedings at every meeting of Beneficiaries are taken and entered in a
minute book provided by the Security Trustee.


 


(b)                                The signature by the chair of minutes of a meeting is conclusive
evidence of the matters stated in the minutes.


 


28

















 


10.17                 Passing
of resolutions by instrument in writing


 


(a)                                 Despite the preceding provisions of this clause 10, a
resolution, decision or instruction of Beneficiaries may be passed or made,
without any meeting or previous notice being required or even if a meeting has
been called, by an instrument or instruments in writing signed by one or more
Beneficiaries having alone or together the relevant number of votes to pass the
relevant resolution or make the relevant decision or give the relevant
instruction.


 


(b)                                Any such instruments are effective on presentation to the Security
Trustee for entry in the records referred to in clause 10.16.


 


(c)                                 Any such resolution, decision or instruction is binding on all
Beneficiaries.


 


11                                 Amendments to this deed


 


11.1                        Amendment
by the Security Trustee


 


The
Security Trustee and the Company may by way of supplemental deed alter, add to
or modify this deed (including this clause 11) 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 statute or regulation or with the requirements of any Government
Agency;


 


(c)                                 in the opinion of the Security Trustee appropriate or expedient as a
consequence of an amendment to any statute or regulation or altered
requirements of any Government Agency (including, without limitation, an
alteration, addition or modification which is, in the opinion of the Security
Trustee, necessary, appropriate or expedient as a consequence of the enactment
of a statute or regulation or an amendment to any statute or regulation or
ruling by the Commissioner or Deputy Commissioner of Taxation or any
governmental announcement or statement in any case which has or may have the
effect of altering the manner or basis of taxation);


 


(d)                                in the opinion of the Security Trustee neither prejudicial nor
likely to be prejudicial to the interests of the Beneficiaries as a whole; or


 


(e)                                 such that it does not adversely affect the rating by each Designated
Rating Agency of any Notes then on issue by the Company.


 


11.2                        Amendment
with consent


 


Subject
to clause 11.1, where in the opinion of the Security Trustee a proposed
alteration, addition or modification to this deed is prejudicial or likely to
be prejudicial to the interests of Beneficiaries as a whole, the Security
Trustee and the Company may make such alteration, addition or modification if sanctioned
by an Extraordinary Decision of the Beneficiaries.


 


29

















 


11.3                        Distribution
of amendments


 


The
Company shall distribute to all Beneficiaries and each Designated Rating Agency
a copy of any amendment made pursuant to clause 11.1 or clause 11.2
as soon as reasonably practicable after the amendment has been made.


 


12                                 General


 


12.1                        Performance
by Security Trustee of obligations


 


If a
Transaction Party defaults in fully and punctually performing any obligation
contained or implied in any Transaction Document, the Security Trustee may,
without prejudice to any Power, do all things necessary or desirable, in the
Security Trustee’s opinion, to make good or attempt to make good that default
to the Security Trustee’s satisfaction.


 


12.2                        Transaction
Party to bear cost


 


Except
as otherwise expressly provided in a Transaction Document, any thing which must
be done by a Transaction Party under any Transaction Document, whether or not
at the request of the Security Trustee, is to be done at the cost of the
Transaction Party.


 


12.3                        GST


 


If a
party is entitled under this deed to be reimbursed or indemnified by another
party for a cost or expense incurred in connection with this deed, the
reimbursement or indemnity payment must not include any GST component of the
cost or expense for which an input tax credit may be claimed by the party
entitled to be reimbursed or indemnified, or by its representative member.


 


12.4                        Notices


 


Any
notice or other communication including any request, demand, consent or
approval, to or by a party to any Transaction Document:


 


(a)                                 must be in legible writing and in English addressed as shown below:


 


(1)                                 if to the Company:


 


Address:                                              Level 6, 10 Dorcas Street, South Melbourne, Victoria


 


Attention:                                      Company Secretary


 


Facsimile:                                         +61 3 9698 2295


 


(2)                                 if to the Security Trustee:


 


Address:                                              Securitisation CAA 05 B1, 3 rue d’Antin, 75 078 Paris Cedex 02,
France


 


Attention:                                      Iyadh Laalai


 


Facsimile:                                         +33 1 42
98 69 19;


 


(3)                                 if to a Beneficiary, to the address set out in the relevant
Transaction Document;


 


30

















 


(4)                                 if to a Security Provider, to the address set out in the relevant
Transaction Document;


 


or as
specified to the sender by any party by notice;


 


(b)                                must be signed by an Officer of the sender;


 


(c)                                 is regarded as being given by the sender and received by the
addressee:


 


(1)                                 if by delivery in person, when delivered to the addressee;


 


(2)                                 if by post, on delivery to the addressee; or


 


(3)                                 if by facsimile transmission, whether or not legibly received, when
received by the addressee,


 


but if
the delivery or receipt is on a day which is not a Business Day or is after 4pm
(addressee’s time) it is regarded as received at 9am on the following Business
Day; and


 


(d)                                can be relied on by the addressee and the addressee is not liable to
any other person for any consequences of that reliance if the addressee
believes it to be genuine, correct and authorised by the sender.


 


A facsimile
transmission is regarded as legible unless the addressee telephones the sender
within 2 hours after the transmission is received or regarded as received
under clause 12.4(c) and informs the sender that it is not legible.


 


12.5                        Governing
law and jurisdiction


 


(a)                                 This deed is governed by the laws of New South Wales.


 


(b)                                The parties irrevocably submits to the non-exclusive jurisdiction of
the courts of New South Wales.


 


(c)                                 Each Security Provider irrevocably waives any objection to the venue
of any legal process on the basis that the process has been brought in an
inconvenient forum.


 


(d)                                Each Security Provider irrevocably waives any immunity in respect of
its obligations under this deed that it may acquire from the jurisdiction of
any court or any legal process for any reason including the service of notice,
attachment before judgment, attachment in aid of execution or execution.


 


12.6                        Prohibition
and enforceability


 


(a)                                 Any provision of, or the application of any provision of, any
Transaction Document or any Power which is prohibited in any jurisdiction is,
in that jurisdiction, ineffective only to the extent of that prohibition.


 


(b)                                Any provision of, or the application of any provision of, any
Transaction Document which is void, illegal or unenforceable in any
jurisdiction does not affect the validity, legality or enforceability of that
provision in any other jurisdiction or of the remaining provisions in that or
any other jurisdiction.


 


31

















 


12.7                        Waivers


 


(a)                                 Waiver of any right arising from a breach of this deed or of any
Power arising on default under this deed or on the occurrence of an Event of
Default must be in writing and signed by the party granting the waiver.


 


(b)                                A failure or delay in exercise, or partial exercise, of:


 


(1)                                 a right arising from a breach of this deed or the occurrence of an
Event of Default; or


 


(2)                                 a Power created or arising on default under this deed or on the
occurrence of an Event of Default,


 


does
not result in a waiver of that right or Power.


 


(c)                                 A party is not entitled to rely on a delay in the exercise or
non-exercise of a right or Power arising from a breach of this deed or on a
default under this deed or on the occurrence of an Event of Default as
constituting a waiver of that right or Power.


 


(d)                                A party may not rely on any conduct of another party as a defence to
exercise of a right or Power by that other party.


 


(e)                                 This clause may not itself be waived except by writing.


 


12.8                        Variation


 


Subject
to clause 6.19 and clause 11, a variation of any term of this deed
must be in writing and signed by the parties.


 


12.9                        Cumulative
rights


 


The
Powers are cumulative and do not exclude any other right, power, authority,
discretion or remedy of the Security Trustee, Receiver or Attorney.


 


12.10                 Consents
of Security Trustee


 


Despite
the terms of any other Transaction Document, to be binding or effective a
consent or approval given by the Security Trustee must be in writing signed by
a director, secretary or Officer of the Security Trustee.


 


12.11                 Limited
recourse of Security Provider


 


To the
extent that either:


 


(a)                                 the liability of the Security Provider is limited under the terms of
a Security or other Transaction Document to which it is a party; or


 


(b)                                the rights of recourse or other rights, powers and remedies of the
Security Trustee or the Beneficiaries or both are limited under a Security or
other Transaction Document to which the Security Provider is a party,


 


then
the liability of that Security Provider or the rights of recourse and other
rights, powers and remedies of the Security Trustee or the Beneficiaries or
both in respect of the Security Provider are limited to the same extent as if
the applicable provisions were set out in this deed in full.


 


32

















 


12.12                 Counterparts


 


This
deed may be executed in any number of counterparts. All counterparts together
and taken to form one and the same instrument.


 


12.13                 Attorneys


 


Each of
the attorneys executing this deed states that the attorney has no notice of the
revocation of the power of attorney appointing that attorney.


 


12.14                 Appointment
of agent for service of process


 


The
Security Trustee hereby appoints BNP Paribas, Sydney Branch of 60 Castlereagh
Street, Sydney, New South Wales, Australia to receive service of process on its
behalf as its authorised agent for service of process in Australia. If for any
reason such agent shall cease to be such agent for service of process, the
Security Trustee shall forthwith appoint a new agent for service of process in
Australia and deliver to the Company a copy of the new agent’s acceptance of
appointment within 30 days. Nothing in this deed shall affect the right to
serve process in any other manner permitted by law.


 


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  Executed as a deed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  COMPANY:

  	
   

  
	
   

  	
   

  
	
  Signed sealed and delivered for

  	
   

  
	
  HA Funding Pty Limited

  	
   

  
	
  by its attorney in

  	
   

  
	
  the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ David Barton

  	
   

  	
  /s/ Ralph Ayling

  	
   

  
	
  Witness

  	
  Attorney

  
	
   

  	
   

  
	
   

  	
   

  
	
  David Barton

  	
   

  	
  Ralph Ayling

  	
   

  
	
  Name (please print)

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
   

  
	
  SECURITY TRUSTEE:

  	
   

  
	
   

  	
   

  
	
  Signed sealed and delivered for

  	
   

  
	
  BNP Paribas

  	
   

  
	
  by its attorney in the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Tessa Hoser

  	
   

  	
  /s/ Wendy Gwyn

  	
   

  
	
  Witness

  	
  Attorney

  
	
   

  	
   

  
	
   

  	
   

  
	
  Tessa Hoser

  	
   

  	
  Wendy Gwyn

  	
   

  
	
  Name (please print)

  	
  Name (please print)

  



 


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