<PAGE>

SECURITY TRUST DEED - SMHL GLOBAL FUND NO. 4

PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86 000 431 827

ME PORTFOLIO MANAGEMENT LIMITED
ABN 79 005 964 134

PERPETUAL TRUSTEE COMPANY LIMITED
ABN 42 000 001 007

and

THE BANK OF NEW YORK








[FREEHILLS LOGO OMITTED]



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 CANBERRA BRISBANE HANOI HO CHI MINH CITY SINGAPORE
Correspondent Offices JAKARTA KUALA LUMPUR

Liability limited by the Solicitors' Limitation of Liability
Scheme, approved under the Professional Standards Act 1994
(NSW)



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TABLE OF CONTENTS

Clause                                                                    Page

1        DEFINITIONS AND INTERPRETATION                                      6

         1.1      Definitions                                                6
         1.2      Definitions from other documents                          13
         1.3      Interpretation                                            13
         1.4      Benefit of Covenants Hereunder                            15
         1.5      Transaction Document                                      15
         1.6      Knowledge of Issuing Trustee                              15
         1.7      Knowledge of the Security Trustee                         15
         1.8      Knowledge of the Note Trustee                             15

2        ACCEPTANCE OF TRUST                                                15

         2.1      Appointment of Security Trustee                           15
         2.2      Duration of Trust                                         15
         2.3      Benefit of Trusts                                         16
         2.4      Terms of Notes                                            16
         2.5      Interested Persons Bound                                  16
         2.6      Resolution of Conflicts                                   16

3        NOTE TRUSTEE                                                       16

         3.1      Capacity                                                  16
         3.2      Exercise of rights                                        17
         3.3      Instructions or directions                                17
         3.4      Payments                                                  17
         3.5      Notices                                                   17
         3.6      Limitation of liability of Note Trustee                   17

4        CHARGE                                                             18

         4.1      Charge                                                    18
         4.2      Priority                                                  18
         4.3      Nature of Charge                                          18
         4.4      Crystallisation                                           18
         4.5      De-crystallisation                                        19
         4.6      Prospective liability                                     20
         4.7      Amount ultimately recoverable                             20

5        REPRESENTATIONS AND WARRANTIES                                     20

         5.1      By the Issuing Trustee                                    20
         5.2      By the Manager                                            21
         5.3      Survival of Representations and Warranties                22

6        ISSUING TRUSTEE'S AND MANAGER'S COVENANTS                          22

         6.1      Covenants                                                 22


                                                                          PAGE 1
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         6.2      Negative Covenants                                        23
         6.3      Fixed Rate Mortgages                                      24
         6.4      Dealing in Accordance with Transaction Documents          25
         6.5      Notify Events of Default                                  25

7        EVENTS OF DEFAULT                                                  25

         7.1      Events of Default                                         25
         7.2      Rights of the Security Trustee upon Event of Default      27
         7.3      Notify Events of Default                                  27

8        ENFORCEMENT                                                        27

         8.1      Power to Deal with the Charged Property Ceases            27
         8.2      Protection of Charged Property                            27
         8.3      Power to Enforce                                          28
         8.4      No Obligation to Enforce                                  28
         8.5      Obligation to Convene Meeting                             28
         8.6      Security Trustee to Act in Accordance with Directions     28
         8.7      Security Trustee Must Receive Indemnity                   29
         8.8      Limitation on Rights of Secured Creditors                 30
         8.9      Immaterial waivers                                        30
         8.10     Acts pursuant to resolutions                              30
         8.11     Overriding provision                                      30

9        RECEIVER                                                           31

         9.1      Appointment of Receiver                                   31
         9.2      Agency of Receiver                                        31
         9.3      Powers of Receiver                                        31
         9.4      Nature of Receiver's Powers                               33
         9.5      Status of Receiver after commencement of winding-up       34
         9.6      Powers exercisable by the Security Trustee                34
         9.7      Notice of exercise of rights                              34
         9.8      Termination of receivership and possession                34

10       SECURITY TRUSTEE'S POWERS                                          35

         10.1     Act Jointly                                               35
         10.2     Appointment of Attorney                                   35
         10.3     Purposes of appointment                                   35
         10.4     Delegation and substitution                               36
         10.5     Security Trustee May Make Good Default                    36

11       PROTECTION OF PERSONS DEALING WITH SECURITY TRUSTEE OR RECEIVER    36

         11.1     No Enquiry                                                36
         11.2     Receipts36

12       APPLICATION OF MONEYS                                              37

         12.1     Priority of Payments                                      37


                                                                          PAGE 2
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         12.2     Moneys Received                                           38
         12.3     Satisfaction of debts                                     38
         12.4     Investment of Funds                                       38
         12.5     Powers to Invest                                          38
         12.6     Limit of Security Trustee's Liability                     39
         12.7     Amounts contingently due                                  39
         12.8     Notice of a subsequent Encumbrance                        39
         12.9     Payments into US$ Account                                 40
         12.10    Payments out of US$ Account                               40
         12.11    Excluded amounts                                          40
         12.12    Proportionate Sharing                                     41
         12.13    Currency Indemnity                                        41

13       REMUNERATION AND INDEMNIFICATION OF SECURITY TRUSTEE               41

         13.1     Fee                                                       42
         13.2     Cessation of Fee                                          42
         13.3     Expenses                                                  42
         13.4     Costs                                                     42
         13.5     Indemnity                                                 42
         13.6     Non-Discharge                                             43

14       SUPPLEMENTAL SECURITY TRUSTEE PROVISIONS                           43

         14.1     Additional Powers, Protections, etc.                      43
         14.2     Security Trustee Not Precluded From Entering into
                    Contracts                                               45
         14.3     Duties of the Security Trustee                            45
         14.4     Security Trustee Liable for Negligence etc.               45
         14.5     Reliance on Experts                                       46
         14.6     Information                                               46

15       RETIREMENT AND REMOVAL OF SECURITY TRUSTEE                         46

         15.1     Retirement                                                46
         15.2     Removal                                                   46
         15.3     Appointment                                               47
         15.4     Retirement or Removal Effective                           47
         15.5     Vesting of Property in Security Trustee                   48
         15.6     Retention of Lien                                         48

16       MEETINGS OF SECURED CREDITORS                                      48

         16.1     Meetings Regulated by the Schedule                        48
         16.2     Limitation on Security Trustee's Powers                   48
         16.3     Security Trustee rights                                   48

17       CONTINUING SECURITY AND RELEASES                                   49

         17.1     Liability Preserved                                       49
         17.2     Issuing Trustee's Liability Not Affected                  49
         17.3     Waiver by Issuing Trustee                                 50


                                                                          PAGE 3
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         17.4     No Notice or Enforcement                                  50
         17.5     No Liability for Loss                                     50
         17.6     No Liability to Account                                   50
         17.7     Indemnity Regarding Exercise of Powers                    51
         17.8     No Conflict                                               51
         17.9     Contract Involving Conflict of Duty                       51
         17.10    Benefit for Receiver etc.                                 51

18       ASSURANCE                                                          51

         18.1     Further Assurance                                         51
         18.2     Postponement or Waiver of Encumbrances                    52

19       PAYMENTS                                                           52

         19.1     Moneys Repayable as Agreed or on Demand                   52
         19.2     No Set-Off or Deduction                                   52

20       DISCHARGE OF THE CHARGE                                            52

         20.1     Release                                                   52
         20.2     Contingent Liabilities                                    53
         20.3     Charge Reinstated                                         53

21       AMENDMENT                                                          53

         21.1     Amendment by Security Trustee                             53
         21.2     Amendment with Consent                                    54
         21.3     Distribution of Amendments                                54

22       EXPENSES, STAMP DUTIES AND REGISTRATION                            54

         22.1     Expenses                                                  54
         22.2     Stamp Duties                                              55
         22.3     Registration                                              55
         22.4     Goods and services tax in relation to the Security
                    Trustee                                                 55
         22.5     Indemnity                                                 56

23       GOVERNING LAW AND JURISDICTION                                     57

         23.1     Governing Law                                             57
         23.2     Jurisdiction                                              57

24       NOTICES                                                            57

         24.1     Service of Notices                                        57
         24.2     Addresses                                                 58

25       MISCELLANEOUS                                                      58

         25.1     Assignments                                               58
         25.2     Certificate of Security Trustee                           59
         25.3     Continuing Obligation                                     59
         25.4     Settlement Conditional                                    59


                                                                          PAGE 4

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         25.5     No Merger                                                 59
         25.6     Interest on Judgment                                      59
         25.7     No Postponement                                           59
         25.8     Severability of Provisions                                60
         25.9     Remedies Cumulative                                       60
         25.10    Waiver                                                    60
         25.11    Consents and Approvals                                    60
         25.12    Written Waiver, Consent and Approval                      60
         25.13    Time of Essence                                           60
         25.14    Moratorium Legislation                                    60
         25.15    Debit Accounts                                            61
         25.16    Binding on Each Signatory                                 61
         25.17    Counterparts                                              61
         25.18    Certificate of amount of Secured Moneys etc               61
         25.19    Attorneys                                                 61

26       TRUSTEES' LIABILITY                                                62

         26.1     Limitation on Issuing Trustee's liability                 62
         26.2     Limitation on Security Trustee's liability                63
         26.3     Rights against Charged Property Preserved                 63
         26.4     Waiver of Personal Liability                              63
         26.5     Restricted remedies                                       63
         26.6     Wilful Default of the Issuing Trustee                     64
         26.7     Wilful default of the Security Trustee                    64
         26.8     Wilful default of the Note Trustee                        65

27       PRIVACY                                                            66


SCHEDULE 1 - MEETINGS PROCEDURES




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THIS SECURITY TRUST DEED is made in Canberra on [##] 2003 between the following
parties:

         1.       PERPETUAL TRUSTEES AUSTRALIA LIMITED
                  ABN 86 000 431 827
                  of Level 7, 39 Hunter Street, Sydney, New South Wales in its
                  capacity as trustee of the Securitisation Fund (ISSUING
                  TRUSTEE)

         2.       ME PORTFOLIO MANAGEMENT LIMITED
                  ABN 79 005 964 134
                  of Level 23, 360 Collins Street, Melbourne, Victoria (MANAGER)

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

         4.       THE BANK OF NEW YORK
                  of 101 Barclay Street, Floor 21 West, New York, NY (NOTE
                  TRUSTEE)

         RECITALS

         A.       The Issuing Trustee is the trustee, and the Manager is the
                  manager, of the Securitisation Fund.

         B.       Under the terms of the Master Trust Deed, the Issuing Trustee
                  is authorised to enter into this Deed to charge the assets of
                  the Securitisation Fund to secure payment of the Secured
                  Moneys and the due and punctual performance of its obligations
                  under the Secured Documents to the Secured Creditors.

         C.       The Security Trustee has agreed to act as trustee for the
                  benefit of the Secured Creditors on the terms and conditions
                  and with the powers and authorities contained in this Deed.

THIS DEED WITNESSES

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

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1        DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         In this Deed unless the context indicates a contrary intention:

         ATTORNEY means an attorney appointed under this Deed.



                                                                          PAGE 6
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         CHARGE means the charge created by this Deed.

         CHARGED PROPERTY means:

         (a)      all of the present and future property, rights, entitlements,
                  benefits and money from time to time forming part of the
                  Securitisation Fund pursuant to the terms of the Master Trust
                  Deed, including, but not limited to, the property, rights,
                  entitlements and benefits of the Issuing Trustee as trustee of
                  the Securitisation Fund in the Fund Property, but excluding
                  any property, rights, entitlements, benefits and money located
                  or taken for the purposes of any legislation of a State or
                  Territory of Australia with respect to stamp duties to be
                  located in a State or Territory other than New South Wales,
                  the Australian Capital Territory or the Northern Territory;

         (b)      all property, rights, entitlements, benefits and money of the
                  Issuing Trustee as trustee of the Securitisation Fund acquired
                  after the date of this deed, including, but not limited to,
                  property, rights, entitlements and benefits of the Issuing
                  Trustee as trustee of the Securitisation Fund in the Fund
                  Property, but excluding:

                  (1)      the Future Property; and

                  (2)      all property, rights, entitlements, benefits and
                           money which form part of the Charged Property under
                           paragraph (a) above; and

         (c)      all Future Property of the Chargor as at 12 noon on the last
                  day of the Relevant Period.

         CHARGE RELEASE DATE means, subject to clause 20.3, the date the
         Security Trustee discharges the Charge and this Deed pursuant to clause
         20.1.

         CURRENCY SWAP has the same meaning as in the Notes Supplementary Bond
         Terms Notice.

         CURRENCY SWAP PROVIDER has the same meaning as in the Notes
         Supplementary Bond Terms Notice.

         ENCUMBRANCE means an interest or power:

         (a)      reserved in or over an interest in any asset including, but
                  not limited to, 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, but is not limited to, any
         agreement to grant or create any of the above.

         ENHANCEMENT means each Enhancement (as defined in the Master Trust
         Deed) entered into by the Issuing Trustee, except for any Mortgage
         Insurance Policy.

         ENHANCEMENT PROVIDER means, in relation to an Enhancement, the person
         who has entered into or agreed to make that Enhancement available to
         the Issuing Trustee.

         EVENT OF CRYSTALLISATION means an event upon which the Charge
         crystallises pursuant to clause 4.4.



                                                                          PAGE 7
<PAGE>

         EVENT OF DEFAULT means each of the events set out or referred to in
         this Deed as an Event of Default.

         EXTRAORDINARY RESOLUTION in relation to the Voting Secured Creditors
         means:

         (a)      a resolution passed at a meeting of the Voting Secured
                  Creditors 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 15 of the Schedule
                  signed by all the Voting Secured Creditors.

         FINANCIAL INDEBTEDNESS means moneys borrowed or raised (including
         rentals under financial leases) and interest thereon; any liability
         under any bill of exchange, debenture, note or other security or under
         any acceptance credit facility; any liability in respect of the
         acquisition cost of assets or services to the extent payable after the
         time of acquisition or possession thereof; any guarantee, indemnity or
         other assurance against financial loss in respect of any moneys
         borrowed or raised, interest or liabilities; and any other arrangement
         which achieves in substance the same or equivalent effect as any of the
         foregoing.

         FUND PROPERTY means:

         (a)      all Loans, Mortgages and Related Securities;

         (b)      all Interest Hedges;

         (c)      all Enhancements;

         (d)      all bank accounts;

         (e)      all other Authorised Investments;

         (f)      all computer software and models, accounting records,
                  financial statements, vouchers and other similar documents
                  relating in any way to the Securitisation Fund;

         (g)      all Redraw Funding Facilities;

         (h)      all Payment Funding Facilities; and

         (i)      all Title Documents.

         FUTURE PROPERTY means land in Queensland, other than a security
         interest, acquired within 12 months after the date of this deed.

         The terms "land" and "security interest" referred to in the definition
         of Future Property have the same meanings as in Section 252 of the
         Queensland Duties Act 2001.

         GST has the same meaning as in the A New Tax System (Goods and
         Services) Act 1999.

         INSOLVENCY EVENT means in respect of a person (and, in the case of the
         Issuing Trustee, including in its personal capacity):

         (a)      an application or order is made for the bankruptcy, winding up
                  or dissolution of the person other than a frivolous or
                  vexatious application or an application which is not stayed
                  within 21 days;



                                                                          PAGE 8
<PAGE>

         (b)      a resolution is passed, or steps are taken to pass a
                  resolution, for the winding up or dissolution of the person,
                  otherwise than for the purpose of an amalgamation or
                  reconstruction while solvent on terms previously approved by
                  the Security Trustee;

         (c)      the person is otherwise wound up or dissolved or made
                  bankrupt;

         (d)      a liquidator, provisional liquidator, official manager,
                  administrator, receiver, receiver and manager, trustee in
                  bankruptcy or any similar official is appointed to the person
                  or any of the assets of the person, but in the case of a
                  receiver or receiver and manager only, in respect of the
                  assets of the Fund, or any steps are taken for any such
                  appointment and such appointment is not revoked within 21
                  days;

         (e)      the person suspends payment of its debts generally;

         (f)      the person is, or becomes unable to pay its debts when they
                  are due or is, or becomes, unable to pay its debts within the
                  meaning of the Corporations Act;

         (g)      the person enters into, or resolves to enter into, any
                  arrangement, composition or compromise with, or assignment for
                  the benefit of, its creditors or any class of them;

         (h)      the person ceases or threatens to cease, to carry on business;

         (i)      a notice under section 601AB(3) of the Corporations Act is
                  given to, or in respect of, the person;

         (j)      the person is, or becomes, or under the Corporations Act is
                  presumed to be, insolvent;

         (k)      the person takes any steps to obtain, or is granted protection
                  from its creditors or any class of them, under applicable
                  legislation;

         (l)      anything analogous or having substantially similar effect, to
                  any of the above occurs under or in respect of any existing or
                  future law.

         INTERESTED PERSON means a collective reference to the Issuing Trustee,
         the Bondholders, the Beneficiaries of the Securitisation Fund, the
         Manager and all persons claiming through them and "Interested Person"
         means a several reference to all Interested Persons.

         LIQUIDITY NOTEHOLDER means a Bondholder (as defined in the Master Trust
         Deed) of an SMHL Global No. 4 Liquidity Note.

         MASTER TRUST DEED means the Master Trust Deed for the Superannuation
         Members' Home Loans Trusts, dated 4 July 1994 made between the Manager
         and the Issuing Trustee as trustee, as amended from time to time.

         MORTGAGE DOCUMENTS means all original Mortgages, Loan agreements,
         Related Securities and documents amending or varying the foregoing and
         all certificates of title to Land affected by any Mortgage and all
         searches, certificates, results of statutory enquiries, answers to
         requisitions on title, opinions, correspondence, accounts and other
         supporting materials provided to or held by the Issuing Trustee or any
         agent or servant thereof in relation to every Mortgage, Loan agreement
         or Related Security.



                                                                          PAGE 9
<PAGE>

         NOTEHOLDER SECURED CREDITOR means together:

         (a)      the Note Trustee on behalf of the Class A Noteholders save
                  that where the Note Trustee has become bound to take steps
                  and/or proceed under this Deed and fails to do so within a
                  reasonable period of time and such failure is continuing, the
                  Class A Noteholders and then only to the extent permitted by
                  Australian law; and

         (b)      each Class B Noteholder.

         NOTES means Class A Notes, Class B Notes and Liquidity Notes.

         NOTES SUPPLEMENTARY BOND TERMS NOTICE means the Supplementary Bond
         Terms Notice dated on or about the date of this Deed in respect of the
         Securitisation Fund and providing the terms of issue of Class A Notes
         and Class B Notes and executed by the Issuer, the Manager and the
         Security Trustee.

         OUTSTANDING PRINCIPAL BALANCE has the same meaning as in the Notes
         Supplementary Bond Terms Notice.

         PAYMENT FUNDING FACILITY means any facility provided to the Issuing
         Trustee to enable the Issuing Trustee to support or fund payments
         required or to be made by the Issuing Trustee in respect of any
         Enhancement or Hedge or as otherwise provided in that facility.

         PAYMENT FUNDING FACILITY PROVIDER means, in relation to a Payment
         Funding Facility, the person who has entered into or agreed to make
         that Payment Funding Facility available to the Issuing Trustee.

         POWER means any right, power, authority, discretion or remedy conferred
         on the Security Trustee, Receiver or Attorney by any Secured Document
         or any applicable law.

         PRIOR INTEREST means the lien over, and right of indemnification from,
         the Charged Property held by the Issuing Trustee under, and calculated
         in accordance with, the Master Trust Deed for paid but not reimbursed,
         or for unpaid, Expenses (other than the Secured Moneys) in relation to
         the Securitisation Fund.

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

         REDRAW FACILITY PROVIDER means, in relation to a Redraw Funding
         Facility, the person who has entered into or agreed to make that Redraw
         Funding Facility available to the Issuing Trustee.

         REDRAW FUNDING FACILITY means any facility provided to the Issuing
         Trustee to enable the Issuing Trustee to fund payments under a Loan
         Redraw Facility.

         RELATED BODY CORPORATE has the meaning given to it in section 9 of the
         Corporations Act.

         RELEVANT PERIOD means the period which commences on and includes the
         date of this deed and ends on and includes the earlier of:

         (a)      the date 12 months and 1 day after the date of this deed; and

         (b)      the date (if any) on which an Event of Default occurs.



                                                                         PAGE 10
<PAGE>

         REPAYMENT DATE means the date on which the Total Outstanding Principal
         Balance is zero or will be zero following any payments made on the
         relevant Payment Date.

         REPRESENTATIVE means:

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

         (b)      in the case of any other Secured Creditor, a person who is
                  appointed as a proxy for that Secured Creditor pursuant to
                  clause 9 of the Schedule; and

         (c)      without limiting the generality of paragraph (a), in the case
                  of a Voting Secured Creditor, which is a body corporate, a
                  person who is appointed pursuant to clause 10 of the Schedule
                  by the Secured Creditor.

         SECURED CREDITOR means:

         (a)      each Payment Funding Facility Provider;

         (b)      the Security Trustee in relation to its rights (held on its
                  own right or for the benefit of other Secured Creditors) under
                  this Deed;

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

         (d)      any Class B Noteholder, in relation to its rights under the
                  Class B Notes held by it;

         (e)      the Manager in relation to its rights as manager under the
                  Secured Documents for the Securitisation Fund;

         (f)      each Enhancement Provider in relation to its rights under each
                  Enhancement;

         (g)      each Interest Hedge Provider in relation to its rights under
                  each Interest Hedge;

         (h)      the Note Trustee in relation to its rights (held on its own
                  right or for the benefit of any Class A Noteholder) under the
                  Secured Documents;

         (i)      each Paying Agent, the Note Registrar and the Calculation
                  Agent in relation to its rights under the Secured Documents;

         (j)      the Lead Manager in relation to its rights under the Secured
                  Documents;

         (k)      the Currency Swap Provider in relation to its rights under
                  each Currency Swap;

         (l)      each Redraw Facility Provider; and

         (m)      any Liquidity Noteholder in relation to its rights under
                  Liquidity Notes held by it.

         SECURED DOCUMENTS means each of:

         (a)      this Deed;

         (b)      the Master Trust Deed, insofar as it relates to the
                  Securitisation Fund;



                                                                         PAGE 11
<PAGE>

         (c)      the Mortgage Origination and Management Agreement, insofar as
                  it relates to the Securitisation Fund;

         (d)      each Note;

         (e)      each Supplementary Bond Terms Notice;

         (f)      each Enhancement;

         (g)      each Hedge;

         (h)      the Note Trust Deed;

         (i)      each Payment Funding Facility;

         (j)      each Currency Swap;

         (k)      the Committed Bond Subscription Agreement; and

         (l)      each Redraw Funding Facility.

         SECURED MONEYS means all debts and monetary liabilities of the Issuing
         Trustee to Secured Creditors on any account under or in relation to any
         Secured Document and in any capacity and 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 the Issuing Trustee
                  alone, or severally or jointly with any other person;

         (e)      are owed to or incurred for the account of the Security
                  Trustee, a Secured Creditor or any person whose account the
                  Security Trustee is owed or incurs it, 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 the Security Trustee, a Secured
                  Creditor or any person whose account the Security Trustee is
                  owed or incurs it;

         (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 the Security
                  Trustee, a Secured Creditor or any person whose account the
                  Security Trustee is owed or incurs it, directly or as a result
                  of:

                  (1)      the assignment to the Security Trustee, a Secured
                           Creditor or any person whose account the Security
                           Trustee is owed or incurs it, of any debt or
                           liability of the Issuing Trustee; or

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

         (i)      are owed to or incurred for the account of the Security
                  Trustee, a Secured Creditor or any person whose account the
                  Security Trustee is owed or incurs it, before the date of this
                  Deed, before the date of any assignment of this Deed to the
                  Security Trustee, a Secured Creditor or any person whose
                  account the Security Trustee is owed or incurs it, by any
                  other person or otherwise; or



                                                                         PAGE 12
<PAGE>

         (j)      comprise any combination of the above.

         SECURITISATION FUND means the Securitisation Fund constituted under the
         Master Trust Deed known as SMHL Global Fund No. 4.

         SUPPLEMENTARY BOND TERMS NOTICE means each Supplementary Bond Terms
         Notice dated or about the date of this Deed in respect of the
         Securitisation Fund.

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

         TITLE DOCUMENTS means all certificates, documents, instruments, indicia
         of title or other evidence of the right, title, interest and estate of
         the Issuing Trustee in the items referred to in paragraphs (a) - (c)
         (inclusive) of the definition of "Charged Property" in this clause 1.1,
         including without limiting the generality of the foregoing, all
         Mortgage Documents.

         VOTING SECURED CREDITOR means:

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

         (b)      at any other time (subject to clause 16.3)

                  (1)      the Note Trustee, acting on behalf of the Class A
                           Noteholders under the Note Trust Deed and clause 3
                           or, if the Note Trustee has become bound to take
                           steps and/or to proceed hereunder and fails to do so
                           within a reasonable time and such failure is
                           continuing, the Class A Noteholders and then only to
                           the extent permitted by the Australian law; and

                  (2)      each other Secured Creditor (other than a Class A
                           Noteholder).

         1.2      DEFINITIONS FROM OTHER DOCUMENTS

                  (a)      Subject to clause 1.1 each expression used herein
                           that is defined in the Master Trust Deed (as amended
                           by the Notes Supplementary Bond Terms Notice) and the
                           Notes Supplementary Bond Terms Notice have the same
                           meanings when used in this Deed unless the context
                           otherwise requires or unless otherwise defined as
                           this Deed.

                  (b)      Subject to clause 21, no change to the Master Trust
                           Deed or any other document after the date of this
                           Deed will change the meaning of terms used in this
                           Deed or adversely affect the rights of the Security
                           Trustee under this Deed unless the Security Trustee
                           (subject to clause 16.3) with the prior written
                           consent of the Noteholder Secured Creditors has
                           agreed to the changes.

         1.3      INTERPRETATION

                  In this Deed unless the context indicates a contrary
                  intention:

                                                                         PAGE 13
<PAGE>

                  (a)      the expression "person" includes an individual, a
                           corporation and a Government Agency;

                  (b)      the expression "power" in relation to the Security
                           Trustee or a Receiver includes all powers authorities
                           rights remedies privileges and discretions conferred
                           upon the Security Trustee or the Receiver by this
                           Deed, by any other deed agreement document or
                           instrument by any Statute or otherwise by law;

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

                  (d)      a reference to this Deed, the Master Trust Deed, each
                           Supplementary Bond Terms Notice or to any other deed
                           agreement document or instrument includes
                           respectively this Deed, the Master Trust Deed or such
                           other deed agreement document or instrument as
                           amended, novated, supplemented, varied or replaced
                           from time to time;

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

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

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

                  (h)      headings are for convenience only and shall not
                           affect the interpretation hereof;

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

                  (j)      a reference to the Schedule is a reference to the
                           Schedule to this Deed;

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

                  (l)      where the day on or by which any sum is payable
                           hereunder or any act matter or thing is to be done is
                           a day other than a Banking Day such sum shall be paid
                           and such act matter or thing shall be done on the
                           immediately succeeding Banking Day;

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

                  (n)      a reference to the Issuing Trustee is a reference to
                           the Issuing Trustee in its capacity as trustee of the
                           Securitisation Fund, and in no other capacity; and

                  (o)      a reference to the property, business, assets,
                           undertaking or money of the Issuing Trustee is a
                           reference to the property, business, assets,
                           undertaking or money of the Issuing Trustee in the
                           capacity referred to in paragraph (n) only.



                                                                         PAGE 14
<PAGE>

         1.4      BENEFIT OF COVENANTS HEREUNDER

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

         1.5      TRANSACTION DOCUMENT

                  This is a Transaction Document for the purposes of the Master
                  Trust Deed.

         1.6      KNOWLEDGE OF ISSUING TRUSTEE

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

         1.7      KNOWLEDGE OF THE SECURITY TRUSTEE

                  In relation to the Securitisation Fund, the Security Trustee
                  will only be considered to have knowledge or notice of or be
                  aware of any matter or thing if the Security Trustee has
                  knowledge, notice or awareness of that matter or thing by
                  virtue of the actual notice or awareness of the officers or
                  employees of the Security Trustee who have day to day
                  responsibility for the administration of the trust created by
                  this Deed.

         1.8      KNOWLEDGE OF THE NOTE TRUSTEE

                  In relation to the Securitisation Fund, the Note Trustee will
                  only be considered to have knowledge or notice of or be aware
                  of any matter or thing if the Note Trustee has knowledge,
                  notice or awareness of that matter or thing by virtue of the
                  actual notice or awareness of the officers or employees of the
                  Note Trustee who have day to day responsibility for the
                  administration of the trust created by this Deed.

--------------------------------------------------------------------------------
2        ACCEPTANCE OF TRUST

         2.1      APPOINTMENT OF SECURITY TRUSTEE

                  The Security Trustee is hereby appointed, and by its execution
                  hereof accepts its appointment, as trustee on behalf of, and
                  for, the Secured Creditors on the terms and conditions of this
                  Deed.

         2.2      DURATION OF TRUST

                  The trusts established pursuant to this Deed shall commence on
                  the date hereof and shall terminate on the first to occur of:

                  (a)      the Charge Release Date; and

                  (b)      the 80th anniversary of the date of this Deed.



                                                                         PAGE 15
<PAGE>

         2.3      BENEFIT OF TRUSTS

                  Each Secured Creditor is entitled to the benefit of the trusts
                  created by this Deed on the terms and conditions herein
                  contained.

         2.4      TERMS OF NOTES

                  All Notes relating to the Securitisation Fund shall be issued
                  with the benefit of, and subject to, the provisions of this
                  Deed, the Master Trust Deed, the Supplementary Bond Terms
                  Notice, the Note Trust Deed and Conditions for the Class A
                  Notes.

         2.5      INTERESTED PERSONS BOUND

                  The provisions of this Deed and the Master Trust Deed shall be
                  binding upon every Interested Person and the Security Trustee.

         2.6      RESOLUTION OF CONFLICTS

                  (a)      The Security Trustee must, as regards the exercise of
                           all discretions vested in it by this Deed and all
                           other Transaction Documents, except where expressly
                           provided otherwise, have regard to the interest of
                           the Secured Creditors.

                  (b)      Subject to the provisions of this Deed, if there is
                           at any time, with respect to enforcement, a conflict
                           between a duty owed by the Security Trustee to any
                           Secured Creditor or class of Secured Creditors, and a
                           duty owed by it to another Secured Creditor or class
                           of Secured Creditors, the Security Trustee must give
                           priority to the interests of the Noteholders (which
                           in the case of Class A Noteholders shall be
                           determined by the Note Trustee acting on their behalf
                           (as provided in clause 16.3) or the Class A
                           Noteholders, as provided herein and in the Note Trust
                           Deed and which, in the case of Class B Noteholders
                           shall be determined by the Class B Noteholders as
                           provided herein).

                  (c)      Subject to the provisions of this Deed (other than
                           paragraph (b)), the Security Trustee must give
                           priority to the interests only of the Class A
                           Noteholders if, in the Security Trustee's opinion (in
                           relation to which in determining the interests of the
                           Class A Noteholders, the Security Trustee may rely on
                           a determination of the Note Trustee) there is a
                           conflict between the interests of the Class A
                           Noteholders and the interests of the Class B
                           Noteholders or other Secured Creditors.

                  (d)      Provided that the Security Trustee acts in accordance
                           with this clause 2.6 and in good faith, it shall not
                           incur any liability to any Secured Creditor for
                           giving effect to paragraph (b) or (c).

--------------------------------------------------------------------------------
3        NOTE TRUSTEE

         3.1      CAPACITY

                  The Note Trustee is a party to this Deed in its capacity as
                  trustee for the Class A


                                                                         PAGE 16
<PAGE>

                  Noteholders from time to time under the Note Trust Deed.

         3.2      EXERCISE OF RIGHTS

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

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

                  (b)      the Class A Noteholders may only exercise enforcement
                           rights in respect of the Charged Property through the
                           Note Trustee and only in accordance with this Deed
                           and the Note Trust Deed.

         3.3      INSTRUCTIONS OR DIRECTIONS

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

         3.4      PAYMENTS

                  Any payment to be made to a Class A Noteholder under this Deed
                  may be made to the Note Trustee or a Paying Agent on behalf of
                  that Class A Noteholder.

         3.5      NOTICES

                  Any notice to be given to a Class A Noteholder under this Deed
                  may be given to the Note Trustee on behalf of that Class A
                  Noteholder. Any costs to the Note Trustee of publishing such
                  notice to the Noteholders will be reimbursed by the Issuing
                  Trustee to the Note Trustee.

         3.6      LIMITATION OF LIABILITY OF NOTE TRUSTEE

                  Notwithstanding any other provision of this deed, the Note
                  Trustee will have no liability under or in connection with
                  this deed or any other Transaction Document other than to the
                  extent to which the liability is able to be satisfied out of
                  the property from which the Note Trustee is actually
                  indemnified for the liability. This limitation will not apply
                  to a liability of the Note Trustee to the extent that it is
                  not satisfied because, under this deed, any other Transaction
                  Document or by operation of laws, there is a reduction in the
                  extent of the Note Trustee's indemnification as a result of
                  the Note Trustee's fraud, negligence or wilful default.
                  Nothing in this clause or any similar provision in any other
                  Transaction Document limits or adversely affects the powers of
                  the Note Trustee.



                                                                         PAGE 17
<PAGE>

--------------------------------------------------------------------------------
4        CHARGE

         4.1      CHARGE

                  (a)      The Issuing Trustee in its capacity as trustee of the
                           Charged Property charges all of its interest in the
                           Charged Property to the Security Trustee as security
                           for the due and punctual payment of the Secured
                           Moneys and the performance of its obligations under
                           the Secured Documents.

                  (b)      The Charge does not charge any Charged Property as at
                           the date of this Deed which as at that date is, or is
                           taken under the applicable stamp duties legislation
                           of the relevant jurisdiction to be, situated in any
                           State or Territory of Australia other than the
                           Australian Capital Territory or the Northern
                           Territory.

         4.2      PRIORITY

                  The parties intend that the Charge take priority over all
                  other Encumbrances over the Charged Property other than the
                  Prior Interest.

         4.3      NATURE OF CHARGE

                  The Charge is a floating charge over all Charged Property.

         4.4      CRYSTALLISATION

                  The floating charge created in clauses 4.1 and 4.3
                  automatically and immediately crystallises and becomes fixed:

                  (a)      without the Security Trustee giving any notice to the
                           Issuing Trustee, in respect of:

                           (1)      all of the Charged Property:

                                    (A)      when a Receiver or any other
                                             receiver or receiver and manager or
                                             administrator or provisional
                                             liquidator is appointed, or
                                             proposed to be appointed, in
                                             respect of any of the Charged
                                             Property;

                                    (B)      when the Charge or any other
                                             Encumbrance over any of the Charged
                                             Property is enforced in any other
                                             way;

                                    (C)      when a notice under section 218 of
                                             the Income Tax Assessment Act 1936
                                             (Cth), section 260-5 in Schedule 1
                                             of the Tax Administration Act 1953
                                             or similar provision under the
                                             Income Tax Assessment Act 1997 in
                                             respect of the Issuing Trustee is
                                             signed by, or on behalf of, the
                                             Commissioner of Taxation or the
                                             Deputy Commissioner of Taxation;

                                    (D)      upon any Government Agency taking
                                             any step which may result in an
                                             amount of Tax or an amount owing to
                                             a Government Agency ranking ahead
                                             of the Charge;


                                                                         PAGE 18
<PAGE>

                                    (E)      when an order is made or a
                                             resolution is passed for the
                                             liquidation of the Issuing Trustee
                                             whether in its personal capacity or
                                             in its capacity as trustee of the
                                             Securitisation Fund;

                                    (F)      when a resolution is passed or a
                                             direction is given by the
                                             Beneficiaries for the winding-up or
                                             termination of the Securitisation
                                             Fund;

                                    (G)      when all of the Beneficiaries give
                                             a direction to the Issuing Trustee
                                             to distribute the assets of the
                                             Securitisation Fund;

                                    (H)      upon the termination of the
                                             Securitisation Fund, whether under
                                             the Master Trust Deed or by
                                             expiration of time or otherwise;

                                    (I)      when an order is made requiring
                                             distribution of any Securitisation
                                             Fund assets to any person or
                                             appointing a receiver in respect of
                                             the Securitisation Fund;

                                    (J)      when the Issuing Trustee resolves,
                                             or any other person on whose
                                             instructions the Issuing Trustee
                                             must act directs the Issuing
                                             Trustee, to distribute any corpus
                                             of the Charged Property which is
                                             subject to the floating charge;

                                    (K)      when any step is taken to issue,
                                             levy or enforce any distress,
                                             attachment, execution or other
                                             process against or upon any of the
                                             Charged Property;

                                    (L)      when any Encumbrance over any of
                                             the Charged Property is, or becomes
                                             capable of being, enforced or any
                                             floating Encumbrance over any of
                                             the Charged Property crystallises
                                             or otherwise becomes a fixed
                                             Encumbrance; or

                                    (M)      upon occurrence of an Event of
                                             Default; or

                           (2)      in respect of any asset, if the Issuing
                                    Trustee:

                                    (A)      creates or allows any Encumbrance
                                             over;

                                    (B)      sells, leases or otherwise disposes
                                             of;

                                    (C)      creates or allows any interest in;
                                             or

                                    (D)      parts with possession of,

                                    that asset in breach of the Master Trust
                                    Deed or this Deed, or agrees or attempts to
                                    do so or take any step towards doing so.

         4.5      DE-CRYSTALLISATION

                  (a)      Where an asset has become subject to a fixed charge
                           under clause 4.4, the Security Trustee may release
                           the asset from that fixed charge by notice in writing
                           to the Issuing Trustee.

                  (b)      When an asset is released from the fixed charge under
                           clause 4.5(a) the asset will again be subject to:

                           (1)      the floating charge under clauses 4.1 and
                                    4.3; and



                                                                         PAGE 19
<PAGE>

                           (2)      the further operation of clause 4.4.

                  (c)      The Security Trustee must promptly give each
                           Designated Rating Agency a notice of any release made
                           pursuant to clause 4.5(a).

         4.6      PROSPECTIVE LIABILITY

                  (a)      The parties acknowledge that the maximum amount of
                           the prospective liability secured by this Deed for
                           the purposes of establishing priority under section
                           282(3) of the Corporations Act, is $3,500,000,000.

                  (b)      The Security Trustee may from time to time lodge a
                           notice under s268(2) of the Corporations Act on
                           behalf of the Issuing Trustee specifying an increase
                           in the maximum amount of the prospective liability
                           referred to in clause 4.6(a) and from the date of
                           lodgment the amount specified in clause 4.6(a) is to
                           be regarded as varied to the amount specified in that
                           notice.

                  (c)      Neither clause 4.6(a) nor clause 4.6(b) in any way
                           affects or limits the actual amount of Secured Moneys
                           which may in fact be secured by the Charge.

                  (d)      Clauses 4.6(a), (b) and (c) are to be construed
                           independently of each other.

         4.7      AMOUNT ULTIMATELY RECOVERABLE

                  Subject to this Deed and without limiting the Secured Moneys,
                  the amount ultimately recoverable by the Chargee under this
                  Deed is limited to $3,500,000,000.

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

         5.1      BY THE ISSUING TRUSTEE

                  The Issuing Trustee hereby represents and warrants to the
                  Security Trustee:

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

                  (b)      (CONSTITUTION): the execution delivery and
                           performance of each Secured Document does not violate
                           the constitution of the Issuing Trustee;

                  (c)      (CORPORATE POWER): the Issuing Trustee has the power
                           and has taken all corporate and other action required
                           to enter into each Secured Document and to authorise
                           the execution and delivery of each Secured Document
                           and the performance of its obligations hereunder;

                  (d)      (FILINGS): the Issuing Trustee has filed all material
                           corporate notices and effected all material
                           registrations with the Australian Securities and
                           Investments Commission or similar office in the
                           jurisdiction of incorporation and all such filings
                           and registrations are current, complete and accurate,
                           except that this representation and warranty does not
                           apply to the filing of an ASIC form 309 in relation
                           to the creation of the Charge;


                                                                         PAGE 20
<PAGE>

                  (e)      (LEGALLY BINDING OBLIGATION): each Secured Document
                           constitutes a valid, legally binding and enforceable
                           obligation of the Issuing Trustee in accordance with
                           its terms except as such enforceability may be
                           limited by any applicable bankruptcy, insolvency,
                           reorganisation, moratorium or trust or other similar
                           laws affecting creditors' rights generally;

                  (f)      (EXECUTION, DELIVERY AND PERFORMANCE): the execution,
                           delivery and performance of each Secured Document by
                           the Issuing Trustee does not violate any existing law
                           or regulation or any document or agreement to which
                           the Issuing Trustee is a party in either case in its
                           capacity as trustee of the Securitisation Fund or
                           which is binding upon it or any of its assets in its
                           capacity as trustee of the Securitisation Fund;

                  (g)      (AUTHORISATION): all consents, licences, approvals
                           and authorisations of every Government Agency
                           required to be obtained by the Issuing Trustee in
                           connection with the execution and delivery of, and
                           performance of its obligations under, each Secured
                           Document have been obtained and are valid and
                           subsisting;

                  (h)      (GOOD TITLE): the Issuing Trustee is the legal owner
                           of and has the power under the Master Trust Deed to
                           enter into each Secured Document and to charge in the
                           manner provided in this Deed, the Charged Property
                           and, subject only to the Master Trust Deed, this Deed
                           and the Prior Interest, the Charged Property is free
                           of all other Encumbrances;

                  (i)      (SECURITISATION FUND VALIDLY CREATED): the
                           Securitisation Fund has been validly created and is
                           in existence at the date of this Deed;

                  (j)      (SOLE TRUSTEE): the Issuing Trustee has been validly
                           appointed as trustee of the Securitisation Fund and
                           is presently the sole trustee of the Securitisation
                           Fund;

                  (k)      (MASTER TRUST DEED): the Securitisation Fund is
                           constituted pursuant to the Master Trust Deed; and

                  (l)      (NO PROCEEDINGS TO REMOVE): no notice has been given
                           to the Issuing Trustee and to the Issuing Trustee's
                           knowledge no resolution has been passed or direction
                           or notice has been given, removing the Issuing
                           Trustee as trustee of the Securitisation Fund.

         5.2      BY THE MANAGER

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

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

                  (b)      (CONSTITUTION): the execution, delivery and
                           performance of each Secured Document does not violate
                           the constitution of the Manager;

                  (c)      (CORPORATE POWER): the Manager has the power and has
                           taken all corporate and other action required to
                           enter into each Secured Document and to authorise the
                           execution and delivery of each Secured Document and
                           the performance of its obligations hereunder;


                                                                         PAGE 21
<PAGE>

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

                  (e)      (LEGALLY BINDING OBLIGATION): each Secured Document
                           constitutes a valid, legally binding and enforceable
                           obligation of the Manager in accordance with its
                           terms except as such enforceability may be limited by
                           any applicable bankruptcy, insolvency,
                           re-organisation, moratorium or trust or other similar
                           laws affecting creditors' rights generally;

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

                  (g)      (AUTHORISATION): all consents, licences, approvals
                           and authorisations of every Government Agency
                           required to be obtained by the Manager in connection
                           with the execution, delivery and performance of each
                           Secured Document have been obtained and are valid and
                           subsisting; and

                  (h)      (WARRANTIES): all representations and warranties
                           given by the Manager in any Transaction Document are
                           true and accurate.

         5.3      SURVIVAL OF REPRESENTATIONS AND WARRANTIES

                  All representations and warranties in this Deed survive the
                  execution and delivery of this Deed and the provision of
                  advances and accommodation.

--------------------------------------------------------------------------------
6        ISSUING TRUSTEE'S AND MANAGER'S COVENANTS

         6.1      COVENANTS

                  (a)      The Issuing Trustee covenants in favour of the
                           Security Trustee that it will duly and punctually
                           perform observe and fulfil its obligations under the
                           Secured Documents and will pay the Secured Moneys to,
                           or to the order of, the Security Trustee as and when
                           the same fall due for payment.

                  (b)      Notwithstanding clause 6.1(a), every payment by the
                           Issuing Trustee, or the Security Trustee in
                           accordance with this Deed, to the Secured Creditors
                           on account of the Secured Moneys will operate as
                           payment by the Issuing Trustee to the Security
                           Trustee in satisfaction of the Issuing Trustee's
                           obligations in respect thereof.

                  (c)      Each of the Issuing Trustee and the Manager will
                           ensure that it complies with its obligations under
                           the Secured Documents.

                  (d)      Each of the Issuing Trustee and the Manager will give
                           to the Note Trustee a copy of the Register, and to
                           the Security Trustee any information in the power or
                           possession of the Issuing Trustee or the Manager
                           relating to the Securitisation Fund that the Security
                           Trustee reasonably requests in


                                                                         PAGE 22
<PAGE>

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

                           (1)      the identity, and notice details of, each
                                    Secured Creditor and Beneficiary; and

                           (2)      the Secured Moneys owing to each Secured
                                    Creditor.

         6.2      NEGATIVE COVENANTS

                  The Issuing Trustee shall not do, nor shall the Manager direct
                  the Issuing Trustee to do, any of the following without the
                  prior written consent of the Security Trustee and without
                  prior written confirmation from each Designated Rating Agency
                  of the rating assigned to the Notes in relation to the
                  Securitisation Fund and the Notes, except as permitted by this
                  Deed or the Master Trust Deed or the Supplementary Bond Terms
                  Notice:

                  (a)      (NO ENCUMBRANCES): subject only to the Prior
                           Interest, create, purport or attempt to create or
                           permit to exist any Encumbrance howsoever ranking
                           over any part of the Charged Property;

                  (b)      (NO SALE, LEASE ETC.): subject to clause 6.4, convey,
                           assign, transfer, lease or otherwise dispose or part
                           with possession of, make any bailment over, or create
                           or permit to exist any other interest in any part of
                           the Charged Property whilst such part of the Charged
                           Property is subject to the Charge;

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

                           (1)      the Notes;

                           (2)      Financial Indebtedness arising under the
                                    Transaction Documents in relation to the
                                    Securitisation Fund;

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

                           (4)      Financial Indebtedness that will not result
                                    in any reduction or withdrawal of the rating
                                    assigned to the initial Notes by each such
                                    Designated Rating Agency;

                  (d)      (NO RELEASE UNDER TRANSACTION DOCUMENTS): give any
                           release or discharge (whether full, partial or
                           conditional) to any person in respect of their
                           obligations under any of the Transaction Documents
                           relating to the Securitisation Fund, except as
                           contemplated by those Transaction Documents; and

                  (e)      (BANK ACCOUNTS): open any bank account not permitted
                           in the Transaction Documents.



                                                                         PAGE 23
<PAGE>

         6.3      FIXED RATE MORTGAGES

                  (a)      Unless each Designated Rating Agency should otherwise
                           notify the Manager in writing, the Manager must not
                           at any time cause:

                           (1)      the aggregate Outstanding Principal Balance
                                    of all fixed interest rate Mortgages to
                                    exceed 50% of the aggregate Outstanding
                                    Principal Balance of all Mortgages;

                           (2)      the aggregate Outstanding Principal Balance
                                    of all fixed interest rate Mortgages with an
                                    outstanding fixed interest rate period of 3
                                    years or less to exceed 50% of the aggregate
                                    Outstanding Principal Balance of all
                                    Mortgages; and

                           (3)      the aggregate Outstanding Principal Balance
                                    of all fixed interest rate Mortgages with an
                                    outstanding fixed interest rate period of
                                    greater than 3 years and not exceeding 5
                                    years to exceed 25% of the aggregate
                                    Outstanding Principal Balance of all
                                    Mortgages; and

                           (4)      the fixed interest rate period for any
                                    Mortgage to end on or after [##].

                  (b)      The Manager must not cause any fixed interest rate
                           Mortgage to become an Asset of the Fund unless:

                           (1)      the Trustee has entered into a Payment
                                    Funding Facility for such amount agreed to
                                    from time to time by the Manager and each
                                    Designated Rating Agency so that the rating
                                    of the Notes by each Designated Rating
                                    Agency will not be downgraded or withdrawn
                                    by the Trustee holding fixed interest rate
                                    Mortgages; and

                           (2)      the Trustee has entered into an Enhancement
                                    or Interest Hedge in respect of the fixed
                                    interest rate component of the Mortgage for
                                    the period of that interest component and
                                    whether in respect of that Mortgage alone or
                                    with any other Mortgage that is an Asset of
                                    the Securitisation Fund.

                  (c)      Subject to the terms of any such Payment Funding
                           Facility, the Manager must cause the principal amount
                           outstanding under the Payment Funding Facility to be
                           not less than the amount agreed from time to time by
                           the Manager and each Designated Rating Agency.

                  (d)      For the purposes of clause 6.3 a reference:

                           (1)      to a Mortgage is to a Mortgage which is an
                                    Asset of the Securitisation Fund;

                           (2)      to a fixed interest rate Mortgage is a
                                    Mortgage under which all or part of the
                                    interest payable is set at a fixed rate;

                           (3)      the Outstanding Principal Balance of a fixed
                                    interest rate Mortgage is that portion of
                                    the Outstanding Principal Balance of the
                                    Mortgage which is subject to a fixed
                                    interest rate.

                                                                         PAGE 24
<PAGE>

         6.4      DEALING IN ACCORDANCE WITH TRANSACTION DOCUMENTS

                  The Issuing Trustee may in respect of a given part of the
                  Charged Property whilst subject to the floating charge deal
                  with and pay or apply that part of the Charged Property in
                  accordance with the provisions of the Transaction Documents.

         6.5      NOTIFY EVENTS OF DEFAULT

                  Each of the Manager and the Issuing Trustee must immediately
                  notify the Security Trustee in writing if it becomes actually
                  aware of the occurrence of any Event of Default and must
                  provide the Security Trustee with full and complete details in
                  relation thereto immediately upon becoming actually aware of
                  such details.

--------------------------------------------------------------------------------
7        EVENTS OF DEFAULT

         7.1      EVENTS OF DEFAULT

                  Subject to the Supplementary Bond Terms Notice for the Class A
                  Notes and Class B Notes and the Liquidity Notes, each of the
                  following events is an Event of Default whether or not caused
                  by any reason whatsoever outside the control of an Interested
                  Person or any other person:

                  (a)      (FAILURE TO PAY): the Issuing Trustee does not within
                           10 Banking Days of the due date, and in the specified
                           manner, pay in full any Secured Moneys (except in
                           respect of any moneys payable under any Payment
                           Funding Facility and Redraw Funding Facility which
                           fall due for payment prior to the Repayment Date or
                           payment of interest on Class B Notes unless all Class
                           A Notes have been repaid);

                  (b)      (FAILURE TO COMPLY): the Issuing Trustee or the
                           Manager defaults in fully performing observing and
                           fulfilling any material obligation in relation to the
                           Securitisation Fund under this Deed or a Secured
                           Document (other than a provision requiring the
                           payment of money as contemplated by paragraph (a) of
                           this clause or, prior to the Repayment Date, in
                           respect of any such default under a Payment Funding
                           Facility and Redraw Funding Facility and such default
                           has not been remedied within 10 Banking Days of the
                           Issuing Trustee or the Manager (as the case requires)
                           receiving notice from the Security Trustee specifying
                           the breach and requiring the same to be rectified;

                  (c)      (UNTRUE WARRANTY): any representation, warranty or
                           statement in relation to the Securitisation Fund
                           made, repeated or deemed to be made or repeated in
                           this Deed or in a Secured Document by the Issuing
                           Trustee or the Manager is proved to be untrue in any
                           material respect when made, repeated or deemed to be
                           made or repeated (as the case may be) (except, prior
                           to the Repayment Date, in respect of any
                           representation, warranty or statement made, repeated
                           or deemed to be made or repeated under the Payment
                           Funding Facility and Redraw Funding Facility;

                  (d)      (BREACH OF UNDERTAKING): the Issuing Trustee or the
                           Manager breaches any material undertaking given at
                           any time to the Security Trustee in relation to the
                           Securitisation Fund or fails to comply with any
                           material


                                                                         PAGE 25
<PAGE>

                           condition imposed by the Security Trustee in relation
                           to the Securitisation Fund in agreeing to any matter
                           (including any waiver) (except, prior to the
                           Repayment Date, in respect of any breach of any
                           material undertaking or failure to comply with any
                           material condition under the Payment Funding Facility
                           and Redraw Funding Facility;

                  (e)      (INSOLVENCY EVENT): any Insolvency Event occurs in
                           relation to the Issuing Trustee other than for the
                           reconstruction of the Issuing Trustee or the
                           Securitisation Fund with the prior written approval
                           of the Manager and the Security Trustee and provided
                           that each Designated Rating Agency has confirmed in
                           writing that such reconstruction will not have an
                           adverse effect on the rating of the Notes;

                  (f)      (ENCUMBRANCE): any Encumbrance over any Charged
                           Property becomes enforceable or any Encumbrance that
                           is a floating security over any Charged Property
                           crystallises or otherwise becomes a fixed or specific
                           security;

                  (g)      (INVESTIGATION): any investigation into the affairs,
                           or into particular affairs, of the Issuing Trustee in
                           relation to the Securitisation Fund is directed or
                           commenced under any Statute;

                  (h)      (VOID OR VOIDABLE): any Secured Document is, becomes
                           or is claimed by the Issuing Trustee or the Manager
                           to be void, voidable or unenforceable in whole or in
                           any material part;

                  (i)      (REPUDIATION): the Issuing Trustee or the Manager
                           disaffirms, disclaims, repudiates or rejects any
                           Secured Document to which it is a party in whole or
                           in any material part;

                  (j)      (VESTING OF ASSETS): there occurs without the prior
                           written approval of the Security Trustee, any vesting
                           or distribution of any assets of the Securitisation
                           Fund other than in accordance with the relevant
                           Supplementary Bond Terms Notices;

                  (k)      (BREACH OF TRUST): any material breach of trust in
                           relation to the Securitisation Fund by the Issuing
                           Trustee or the Issuing Trustee for any reason loses
                           or ceases to be entitled to a material extent to its
                           right of indemnity against the assets of the
                           Securitisation Fund;

                  (l)      (DIMINUTION OF ASSETS): as a result of the act or
                           omission of the Issuing Trustee the assets of the
                           Securitisation Fund are materially diminished or made
                           materially less accessible to the Security Trustee;

                  (m)      (WINDING-UP): without the prior consent of the
                           Security Trustee the Securitisation Fund is wound-up
                           or the Issuing Trustee is required to wind up the
                           Securitisation Fund under the Master Trust Deed or
                           applicable law, or the winding up of the
                           Securitisation Fund commences; and

                  (n)      (PRIORITY OF CHARGE): the Charge ceases to rank as
                           contemplated by clause 4.2.



                                                                         PAGE 26
<PAGE>

         7.2      RIGHTS OF THE SECURITY TRUSTEE UPON EVENT OF DEFAULT

                  Upon the occurrence of an Event of Default, the Security
                  Trustee may, and shall, subject to clauses 8.4, 8.5, 8.6 and
                  8.7, if so directed by an Extraordinary Resolution:

                  (a)      declare the Charge immediately enforceable;

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

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

                  (d)      appoint a Receiver over the Charged Property, or
                           exercise the powers that a Receiver would otherwise
                           have if appointed under this Deed.

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

         7.3      NOTIFY EVENTS OF DEFAULT

                  Each of the Issuing Trustee and the Manager must promptly (and
                  in any event within 5 Banking Days) notify the Note Trustee on
                  behalf of the Class A Noteholders, and all other Secured
                  Creditors, the Security Trustee, and each of the Designated
                  Rating Agencies if, to the knowledge of its officers who are
                  responsible for the administration of the Securitisation Fund,
                  it becomes aware of the occurrence of an Event of Default or
                  any event specified in clause 4.4 and they must provide full
                  details of the Event of Default or other event and the actions
                  and procedures which are being taken or will be taken by the
                  Issuing Trustee and the Manager to remedy the relevant Event
                  of Default or other event.

--------------------------------------------------------------------------------
8        ENFORCEMENT

         8.1      POWER TO DEAL WITH THE CHARGED PROPERTY CEASES

                  The Issuing Trustee's power to deal for any purpose with all
                  or any part of the Charged Property, other than by or through
                  a Receiver appointed under this Deed shall immediately cease
                  upon the Charge crystallising and becoming fixed pursuant to
                  the provisions of this Deed (subject only to the operation of
                  clause 4.5, in which case the Issuing Trustee's power to deal
                  in accordance with this Deed with any asset or assets the
                  subject of a notice under such clause shall be reinstated from
                  the date of such notice).

         8.2      PROTECTION OF CHARGED PROPERTY

                  If the Charge crystallises and becomes fixed pursuant to the
                  provisions of this Deed upon the occurrence of an Event of
                  Crystallisation, the Security Trustee shall have the right
                  either in its own name or in the name of the Issuing Trustee
                  to immediately seek and obtain appropriate relief in relation
                  to that part of the Charged Property affected or threatened by
                  such Event of Crystallisation.



                                                                         PAGE 27
<PAGE>

         8.3      POWER TO ENFORCE

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

         8.4      NO OBLIGATION TO ENFORCE

                  Subject to clauses 8.5 and 14.4, upon the occurrence of an
                  Event of Default, pending the receipt of directions from the
                  Voting Secured Creditors as contemplated by clauses 8.5 and
                  8.6, the Security Trustee shall not be bound to take any
                  action under this Deed or give any consent or waiver or make
                  any determination hereunder (including, without limiting the
                  generality of the foregoing, to appoint any Receiver, to
                  declare the Charge enforceable or the Secured Moneys
                  immediately due and payable pursuant to clause 7.2 or to take
                  any other proceedings referred to in clause 8.3). Nothing in
                  this clause shall affect the operation of clause 4.4 upon the
                  occurrence of an Event of Crystallisation or the Charge
                  becoming enforceable prior to the Security Trustee receiving
                  directions from the Secured Creditors.

         8.5      OBLIGATION TO CONVENE MEETING

                  (a)      Following the Security Trustee becoming actually
                           aware of the occurrence of an Event of Default, it
                           shall, subject to clause 8.9, promptly convene a
                           meeting of the Voting Secured Creditors in accordance
                           with this Deed, at which it shall seek directions
                           from the Voting Secured Creditors by way of an
                           Extraordinary Resolution of the Voting Secured
                           Creditors regarding the action it should take as a
                           result of such Event of Default.

                  (b)      If the Security Trustee fails to convene a meeting,
                           or to propose the necessary Extraordinary
                           Resolutions, in accordance with clause 8.5(a), the
                           Manager must convene a meeting of Voting Secured
                           Creditors, or propose the necessary Extraordinary
                           Resolutions (as the case may be), in accordance with
                           this clause 8, which meeting is to have only the same
                           powers as if convened by the Security Trustee and is
                           to be conducted in accordance with the provisions of
                           the Schedule, in which event all references in this
                           Deed and the Schedule to the Security Trustee in
                           relation to the requirements of meetings of Voting
                           Secured Creditors will be read and construed, mutatis
                           mutandis, as references to the Manager.

         8.6      SECURITY TRUSTEE TO ACT IN ACCORDANCE WITH DIRECTIONS

                  (a)      Subject to sub-clause (b), the Security Trustee shall
                           take all action necessary to give effect to any
                           Extraordinary Resolution of the Voting Secured
                           Creditors and shall comply with all directions
                           contained in or given pursuant to any Extraordinary
                           Resolution of the Voting Secured Creditors.

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

                           (1)      this Deed; and


                                                                         PAGE 28
<PAGE>

                           (2)      if required by the Security Trustee (in its
                                    absolute discretion) the receipt from the
                                    Voting Secured Creditors of an indemnity in
                                    a form reasonably satisfactory to the
                                    Security Trustee (which may be by way of an
                                    Extraordinary Resolution of the Voting
                                    Secured Creditors) against all actions,
                                    proceedings, claims and demands to which it
                                    may render itself liable, and all costs,
                                    charges, damages and expenses which it may
                                    incur, in giving effect to an Extraordinary
                                    Resolution of the Voting Secured Creditors.

                           The Security Trustee shall first claim on its
                           indemnity from the property held on trust under
                           clause 2.1 before it claims on any indemnity from the
                           Secured Creditors other than the Note Trustee,
                           including any indemnity provided under clause 8.7.
                           The Note Trustee is in no circumstance required to
                           give any indemnity to the Security Trustee.

                  (c)      If an Event of Default is a payment default in
                           respect of a subordinated Class of Notes, as long as
                           there are Class A Notes outstanding that rank prior
                           to those subordinated Notes, the Security Trustee
                           must not take any action without the consent of the
                           Note Trustee acting at the direction of each Class of
                           prior ranking Class A Noteholder by Extraordinary
                           Resolution.

                  (d)      If the Security Trustee becomes bound to take steps
                           and/or proceed under this Deed and it fails to do so
                           within a reasonable time and such failure is
                           continuing, the Voting Secured Creditors may exercise
                           such powers as they determine by Extraordinary
                           Resolution.

         8.7      SECURITY TRUSTEE MUST RECEIVE INDEMNITY

                  If:

                  (a)      the Security Trustee convenes a meeting of the Voting
                           Secured Creditors, or is required by an Extraordinary
                           Resolution to take any action under this Deed, and
                           advises them that the Security Trustee will not act
                           in relation to the enforcement of this Deed unless it
                           is personally indemnified by the Voting Secured
                           Creditors (other than the Note Trustee) to its
                           reasonable satisfaction against all actions,
                           proceedings, claims and demands to which it may
                           render itself liable, and all costs, charges, damages
                           and expenses which it may incur, in relation to the
                           enforcement of this Deed and put in funds to the
                           extent to which it may become liable (including costs
                           and expenses); and

                  (b)      the Voting Secured Creditors refuse to grant the
                           requested indemnity and put the Security Trustee in
                           funds,

                  then the Security Trustee will not be obliged to act in
                  relation to such enforcement. In those circumstances, the
                  Voting Secured Creditors may exercise such Powers and enjoy
                  such protections and indemnities, of the Security Trustee
                  under this Deed, any Encumbrance or other document or
                  agreement created or entered into in favour of the Security
                  Trustee as security for the Secured Moneys or by law as they
                  determine by Extraordinary Resolution. The Note Trustee is in
                  no circumstance required to give an indemnity to the Security
                  Trustee.



                                                                         PAGE 29
<PAGE>

         8.8      LIMITATION ON RIGHTS OF SECURED CREDITORS

                  Subject to this Deed, the powers, rights and remedies
                  conferred on the Security Trustee by this Deed are exercisable
                  by the Security Trustee only, and no Secured Creditor is
                  entitled without the written consent of the Security Trustee
                  to exercise the same or any of them. Without limiting the
                  generality of the foregoing, subject to clause 8.7, no Secured
                  Creditor is entitled to enforce the Charge or the provisions
                  of this Deed or to appoint or cause to be appointed a Receiver
                  to any of the Charged Property or otherwise to exercise any
                  power conferred by the terms of any applicable law on chargees
                  except as provided in this Deed.

         8.9      IMMATERIAL WAIVERS

                  (a)      The Security Trustee may (subject to clause 16.3),
                           with the prior written consent of the Noteholder
                           Secured Creditors agree, on any terms and conditions
                           as it may deem expedient, having first given notice
                           to any Designated Rating Agency for each Class of
                           Notes, but without the consent of the other Secured
                           Creditors and without prejudice to its rights in
                           respect of any subsequent breach, to any waiver or
                           authorisation of any breach or proposed breach of any
                           of the terms and conditions of the Secured Documents
                           or any of the provisions of this Deed which is not,
                           in the reasonable opinion of the Security Trustee,
                           materially prejudicial to the interests of the
                           Secured Creditors and may determine that any event
                           that would otherwise be an Event of Default shall not
                           be treated as an Event of Default for the purpose of
                           this Deed.

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

                  (c)      Any such waiver, authorisation or determination
                           shall, if the Security Trustee so requires, be
                           notified to the Voting Secured Creditors by the
                           Manager as soon as practicable thereafter in
                           accordance with this Deed.

         8.10     ACTS PURSUANT TO RESOLUTIONS

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

         8.11     OVERRIDING PROVISION

                  Notwithstanding any other provision of this Deed:

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



                                                                         PAGE 30
<PAGE>

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

--------------------------------------------------------------------------------
9        RECEIVER

         9.1      APPOINTMENT OF RECEIVER

                  Subject to clause 8 upon or at any time after the occurrence
                  of an Event of Default the Security Trustee may:

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

                  (b)      remove any Receiver and on the removal, retirement or
                           death of any Receiver, appoint another Receiver; and

                  (c)      fix or vary the remuneration and direct payment of
                           that remuneration and any costs, charges and expenses
                           of the Receiver out of the proceeds of any
                           realisation of the Charged Property.

         9.2      AGENCY OF RECEIVER

                  (a)      Subject to clause 9.5, each Receiver is the agent of
                           the Issuing Trustee.

                  (b)      The Issuing Trustee is responsible for the acts,
                           defaults and remuneration of the Receiver.

                  (c)      Each Secured Creditor acknowledges that:

                           (1)      any Receiver will be only the agent of the
                                    Issuing Trustee in its capacity as trustee
                                    of the Securitisation Fund; and

                           (2)      notwithstanding anything else in this Deed
                                    or at law, the Issuing Trustee in its
                                    personal capacity is not responsible for any
                                    act or omission of the Receiver.

         9.3      POWERS OF RECEIVER

                  Subject to any express exclusion by the terms of the
                  Receiver's appointment, and whether or not the Receiver has
                  taken possession of the whole or any part of the Charged
                  Property, the Receiver has, in addition to any powers
                  conferred on the Receiver by applicable law, power to do any
                  of the following:

                  (a)      MANAGE, POSSESSION OR CONTROL: to manage, enter into
                           possession or assume control of any of the Charged
                           Property;

                  (b)      LEASE OR LICENCE: to accept the surrender of,
                           determine, grant or renew any lease or licence in
                           respect of the use or occupation of any of the
                           Charged Property:

                           (1)      on any terms or special conditions that the
                                    Security Trustee or Receiver thinks fit; and


                                                                         PAGE 31
<PAGE>

                           (2)      in conjunction with the sale, lease or
                                    licence of any other property by any person;

                  (c)      SALE: to sell or concur in selling any of the Charged
                           Property to any person:

                           (1)      by auction, private treaty or tender;

                           (2)      on such terms and special conditions as the
                                    Security Trustee or the Receiver thinks fit;

                           (3)      for cash or for a deferred payment of the
                                    purchase price, in whole or in part, with or
                                    without interest or security;

                           (4)      in conjunction with the sale of any property
                                    by any other person; and

                           (5)      in one lot or in separate parcels;

                  (d)      GRANT OPTIONS TO PURCHASE: to grant to any person an
                           option to purchase any of the Charged Property;

                  (e)      ACQUIRE PROPERTY: to acquire any interest in any
                           property, in the name or on behalf of the Issuing
                           Trustee, which on acquisition forms part of the
                           Charged Property;

                  (f)      CARRY ON BUSINESS: to carry on or concur in carrying
                           on any business of the Issuing Trustee in respect of
                           the Charged Property;

                  (g)      BORROWINGS AND SECURITY:

                           (1)      to raise or borrow any money, in its name or
                                    the name or on behalf of the Issuing
                                    Trustee, from the Security Trustee or any
                                    person approved by the Security Trustee in
                                    writing; and

                           (2)      to secure money raised or borrowed under
                                    clause 9.3(g)(1) by an Encumbrance over any
                                    of the Charged Property, ranking in priority
                                    to, equal with, or after, the Charge;

                  (h)      MAINTAIN OR IMPROVE CHARGED PROPERTY: to do anything
                           to maintain, protect or improve any of the Charged
                           Property including, but not limited to, completing,
                           repairing, erecting a new improvement on, demolishing
                           or altering any of the Charged Property;

                  (i)      INCOME AND BANK ACCOUNTS: to do anything to manage or
                           obtain income or revenue from any of the Charged
                           Property including, but not limited to, operating any
                           bank account which forms part of the Charged Property
                           or opening and operating a new bank account;

                  (j)      ACCESS TO CHARGED PROPERTY: to have access to any of
                           the Charged Property;

                  (k)      INSURE CHARGED PROPERTY: to insure any of the Charged
                           Property;

                  (l)      SEVER FIXTURES: to sever fixtures in respect of any
                           of the Charged Property;

                  (m)      COMPROMISE: to make or accept any compromise or
                           arrangement;

                  (n)      SURRENDER CHARGED PROPERTY: to surrender or transfer
                           any of the Charged Property to any person;



                                                                         PAGE 32
<PAGE>

                  (o)      EXCHANGE CHARGED PROPERTY: to exchange with any
                           person any of the Charged Property for any other
                           property whether of equal value or not;

                  (p)      EMPLOY OR DISCHARGE: to employ or discharge any
                           person as an employee, contractor, agent,
                           professional adviser or auctioneer for any of the
                           purposes of this Deed;

                  (q)      DELEGATE: to delegate to any person any Power of the
                           Receiver;

                  (r)      PERFORM OR ENFORCE DOCUMENTS: to observe, perform,
                           enforce, exercise or refrain from exercising any
                           right, power, authority, discretion or remedy of the
                           Issuing Trustee under, or otherwise obtain the
                           benefit of:

                           (1)      any document, agreement or right which
                                    attaches to or forms part of the Charged
                                    Property; and

                           (2)      any document or agreement entered into in
                                    exercise of any Power by the Receiver;

                  (s)      RECEIPTS: to give effectual receipts for all moneys
                           and other assets which may come into the hands of the
                           Receiver;

                  (t)      TAKE PROCEEDINGS: to commence, discontinue,
                           prosecute, defend, settle or compromise in its name
                           or the name or on behalf of the Issuing Trustee, any
                           proceedings including, but not limited to,
                           proceedings in relation to any insurance in respect
                           of any of the Charged Property;

                  (u)      INSOLVENCY PROCEEDINGS: in connection with any
                           Charged Property, to make any debtor bankrupt,
                           wind-up any company, corporation or other entity and
                           do all things in relation to any bankruptcy or
                           winding-up which the Receiver thinks necessary or
                           desirable including, but not limited to, attending
                           and voting at creditors' meetings and appointing
                           proxies for those meetings;

                  (v)      EXECUTE DOCUMENTS: in connection with any Charged
                           Property, to enter into and execute any document or
                           agreement in the name of the Receiver or the name or
                           on behalf of the Issuing Trustee including, but not
                           limited to, notices, bills of exchange, cheques or
                           promissory notes for any of the purposes of this
                           Deed;

                  (w)      VOTE: to exercise any voting rights or powers in
                           respect of any part of the Charged Property;

                  (x)      ABILITY OF ISSUING TRUSTEE: to do anything the
                           Issuing Trustee could do in respect of the Charged
                           Property; and

                  (y)      INCIDENTAL POWER: to do anything necessary or
                           incidental to the exercise of any Power of the
                           Receiver.

         9.4      NATURE OF RECEIVER'S POWERS

                  The Powers of the Receiver must be construed independently and
                  no one Power limits the generality of any other Power. Any
                  dealing under any Power of the Receiver will be on the terms
                  and conditions the Receiver thinks fit.



                                                                         PAGE 33
<PAGE>

         9.5      STATUS OF RECEIVER AFTER COMMENCEMENT OF WINDING-UP

                  (a)      The power to appoint a Receiver under clause 9.1 may
                           be exercised even if at the time an Event of Default
                           occurs or if at the time a Receiver is appointed, an
                           order has been made or a resolution has been passed
                           for the winding-up of the Issuing Trustee or any
                           event set out in clause 4.4(a)(1)(E) to clause
                           4.4(a)(1)(K) has occurred.

                  (b)      If for any reason, including, but not limited to
                           operation of law, a Receiver:

                           (1)      appointed in the circumstances described in
                                    clause 9.5(a); or

                           (2)      appointed at any other time,

                           ceases to be the agent of the Issuing Trustee upon or
                           by virtue of, or as a result of, an order or a
                           resolution being passed for the winding-up of the
                           Issuing Trustee, then the Receiver immediately
                           becomes the agent of the Security Trustee.

         9.6      POWERS EXERCISABLE BY THE SECURITY TRUSTEE

                  (a)      Whether or not a Receiver is appointed under clause
                           9.1, the Security Trustee may, on or after the
                           occurrence of an Event of Default and without giving
                           notice to any person, exercise any Power of the
                           Receiver in addition to any Power of the Security
                           Trustee.

                  (b)      The exercise of any Power by the Security Trustee,
                           Receiver or Attorney does not cause or deem the
                           Security Trustee, Receiver or Attorney:

                           (1)      to be a mortgagee in possession;

                           (2)      to account as mortgagee in possession; or

                           (3)      to be answerable for any act or omission for
                                    which a mortgagee in possession is liable.

         9.7      NOTICE OF EXERCISE OF RIGHTS

                  The Security Trustee, Receiver or Attorney is not required:

                  (a)      to give notice of the Charge to any debtor or
                           creditor of the Issuing Trustee or to any other
                           person;

                  (b)      to enforce payment of any money payable to the
                           Issuing Trustee including, but not limited to, any of
                           the debts or monetary liabilities charged by this
                           Deed; or

                  (c)      to obtain the consent of the Issuing Trustee to any
                           exercise of a Power.

         9.8      TERMINATION OF RECEIVERSHIP AND POSSESSION

                  The Security Trustee may, at any time, terminate the
                  appointment of a Receiver and may, at any time, give up
                  possession of the Charged Property.



                                                                         PAGE 34
<PAGE>

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10       SECURITY TRUSTEE'S POWERS

         10.1     ACT JOINTLY

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

         10.2     APPOINTMENT OF ATTORNEY

                  In consideration of the Security Trustee entering into the
                  Secured Documents, the Issuing Trustee irrevocably appoints
                  each Receiver and each of the directors, secretaries and
                  managers for the time being of the Security Trustee severally
                  its attorney for the purposes set out in clause 10.3.

         10.3     PURPOSES OF APPOINTMENT

                  The Attorney may, in its name or in the name of the Issuing
                  Trustee, Security Trustee or Receiver, at any time after the
                  occurrence of an Event of Default do any of the following:

                  (a)      do any thing which ought to be done by the Issuing
                           Trustee under this Deed;

                  (b)      exercise any right, power, authority, discretion or
                           remedy of the Issuing Trustee under:

                           (1)      this Deed;

                           (2)      any other Secured Document; or

                           (3)      any agreement forming part of the Charged
                                    Property;

                  (c)      do any thing which in the opinion of the Security
                           Trustee, Receiver or Attorney is necessary or
                           expedient for securing or perfecting the Charge;

                  (d)      execute in favour of the Security Trustee any legal
                           mortgage, transfer, assignment and any other
                           assurance of any of the Charged Property;

                  (e)      execute Deeds of assignment, composition or release
                           in connection with the Charged Property;

                  (f)      sell or otherwise part with the possession of any of
                           the Charged Property; and

                  (g)      generally, do any other thing, whether or not of the
                           same kind as those set out in clause 10.3 (a) to (f),
                           which in the opinion of the Security Trustee,
                           Receiver or Attorney is necessary or expedient:

                           (1)      to more satisfactorily secure to the
                                    Security Trustee the payment of the Secured
                                    Moneys; or

                           (2)      in relation to any of the Charged Property.



                                                                         PAGE 35
<PAGE>

         10.4     DELEGATION AND SUBSTITUTION

                  The Attorney may, at any time, for any of the purposes in
                  clause 10.3, appoint or remove any substitute or delegate or
                  sub-attorney.

         10.5     SECURITY TRUSTEE MAY MAKE GOOD DEFAULT

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

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11       PROTECTION OF PERSONS DEALING WITH SECURITY TRUSTEE OR RECEIVER

         11.1     NO ENQUIRY

                  No purchaser or other person dealing with the Security
                  Trustee, the Receiver or any attorney appointed hereunder or
                  to whom is tendered for registration an instrument executed by
                  the Security Trustee, the Receiver or any attorney appointed
                  hereunder, shall be bound to inquire as to whether any Event
                  of Default has occurred or whether the Charge has become
                  enforceable or whether any Secured Moneys are owing or payable
                  or whether the Receiver or attorney has been properly
                  appointed or as to the propriety or regularity of the exercise
                  or purported exercise of any power by the Security Trustee,
                  the Receiver or such attorney or any other matter or thing or
                  be affected by actual or constructive notice that any lease,
                  sale, dealing or instrument is unnecessary or improper and
                  notwithstanding any irregularity or impropriety in any lease,
                  sale, dealing or instrument the same shall as regards the
                  protection and title of the lessee, purchaser or such other
                  person be deemed to be authorised by the aforesaid powers and
                  shall be valid and effectual accordingly.

         11.2     RECEIPTS

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



                                                                         PAGE 36
<PAGE>

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12       APPLICATION OF MONEYS

         12.1     PRIORITY OF PAYMENTS

                  All moneys received by the Security Trustee or by the Receiver
                  as a result of the exercise of the powers conferred by this
                  Deed in relation to the Charged Property pursuant to the
                  provisions of this Deed shall, subject to this Deed, be
                  applied as follows:

                  (a)      Firstly: in payment of all amounts which, to the
                           extent required by law, have priority over the
                           payments specified in the balance of this clause
                           12.1;

                  (b)      Secondly: in payment (pari passu and rateably) of:

                           (1)      any fees and any other expenses,
                                    liabilities, losses, costs, claims, actions,
                                    proceedings, damages, demands, charges,
                                    stamp and other duties and Taxes due to the
                                    Issuing Trustee, the Security Trustee or the
                                    Note Trustee;

                           (2)      any fees and any other expenses,
                                    liabilities, losses, costs, claims, actions,
                                    proceedings, damages, demands, charges,
                                    stamp and other duties and Taxes due to the
                                    Principal Paying Agent, the Calculation
                                    Agent and the Note Registrar; and

                           (3)      the Receivers remuneration;

                  (c)      Thirdly: in payment of all costs, charges, expenses
                           and disbursements incurred in or incidental to the
                           exercise or performance or attempted exercise or
                           performance of any Powers of the Receiver, the
                           Security Trustee, an Attorney or the Note Trustee in
                           relation to the Securitisation Fund and the Charged
                           Property;

                  (d)      Fourthly: subject to this clause 12.1, in payment of
                           such other Expenses in relation to the Securitisation
                           Fund or the Charged Property as the Receiver or the
                           Security Trustee shall think fit to pay;

                  (e)      Fifthly: in payment of other Encumbrances over the
                           Charged Property of which the Security Trustee is
                           aware having priority to the Charge (including the
                           Prior Interest), in the order of their priority and
                           the Security Trustee and the Receiver shall be
                           entitled to rely upon a certificate from the prior
                           Encumbrancee as to the amount so secured and shall
                           not be bound to enquire further as to the accuracy of
                           that amount or as to whether that amount or any part
                           thereof is validly secured by such other prior
                           Encumbrance;

                  (f)      Sixthly: in payment of (pari passu and rateably):

                           (1)      all Secured Moneys owing to the Enhancement
                                    Providers;

                           (2)      all Secured Moneys owing to the Class A
                                    Noteholders (as at the date of payment);

                           (3)      all Secured Moneys owing to each Currency
                                    Swap Provider and Interest Hedge Provider;

                           (4)      all Secured Money owing to the Redraw
                                    Facility Provider;



                                                                         PAGE 37
<PAGE>

                  (g)      Seventhly: in payment of all Secured Moneys owing to
                           the Class B Noteholders (as at the date of payment);

                  (h)      Eighthly: pari passu and rateably in payment or
                           towards satisfaction of all amounts not covered above
                           owing to any Secured Creditor under any Secured
                           Document;

                  (i)      Ninthly: in payment of subsequent Encumbrances over
                           the Charged Property of which the Security Trustee is
                           aware, in the order of their priority and the
                           Security Trustee and the Receiver shall be entitled
                           to rely upon a certificate from any subsequent
                           Encumbrancee as to the amount so secured and shall
                           not be bound to enquire further as to the accuracy of
                           that amount or as to whether that amount or any part
                           thereof is validly secured by the subsequent
                           Encumbrance; and

                  (j)      Tenthly: the surplus (if any) shall be paid to the
                           Issuing Trustee to be distributed in accordance with
                           the terms of the Master Trust Deed, but shall not
                           carry interest as against the Security Trustee.

         12.2     MONEYS RECEIVED

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

         12.3     SATISFACTION OF DEBTS

                  Each Secured Creditor shall accept the distribution of moneys
                  under this clause in full and final satisfaction of all
                  Secured Moneys.

         12.4     INVESTMENT OF FUNDS

                  If the amount of the moneys at any time available for payment
                  in respect of the Secured Documents in relation to the
                  Securitisation Fund under clause 12.1 shall be less than the
                  total amount then due in respect of the Secured Documents in
                  relation to the Securitisation Fund, the Security Trustee may,
                  at its discretion, invest such moneys upon some or one of the
                  investments authorised under clause 12.5 with power from time
                  to time similarly to vary such investments. Such investments
                  with the resulting income therefrom shall be accumulated until
                  the accumulations, together with any other funds for the time
                  being under the control of the Security Trustee and available
                  for such payment, shall amount to at least the total amount
                  then due in respect of the Secured Documents in relation to
                  the Securitisation Fund and then such accumulations and funds
                  (after deduction of any Taxes applicable thereto) shall be
                  applied as specified in clause 12.1.

         12.5     POWERS TO INVEST

                  Any moneys received in or towards satisfaction of the Secured
                  Moneys pending application pursuant to the provisions of this
                  Deed, or surplus moneys which under this Deed ought to or may
                  be invested by the Security Trustee, may be invested in the
                  name or under the control of the Security Trustee in any



                                                                         PAGE 38
<PAGE>

                  Authorised Investments which may be selected by the Security
                  Trustee and the Security Trustee may at any time vary or
                  transpose any such investments for or into other such
                  investments and shall not be responsible for any loss
                  occasioned thereby, whether by depreciation in value or
                  otherwise.

         12.6     LIMIT OF SECURITY TRUSTEE'S LIABILITY

                  Notwithstanding anything to the contrary contained in this
                  Deed (and subject only to clause 14) the Security Trustee
                  shall be under no obligation to account to any Interested
                  Person for any moneys received pursuant to the trusts of this
                  Deed other than those received by the Security Trustee from
                  the Issuing Trustee or received or recovered by the Security
                  Trustee or the Receiver hereunder, subject always to such
                  deductions and withholdings by the Security Trustee or the
                  Receiver as are authorised by this Deed.

         12.7     AMOUNTS CONTINGENTLY DUE

                  (a)      If at the time of a distribution of any money under
                           clause 12.1 any part of the Secured Moneys is
                           contingently owing to any Secured Creditor, the
                           Security Trustee, Receiver or Attorney may retain an
                           amount equal to the amount contingently owing or any
                           part of it.

                  (b)      If the Security Trustee, Receiver or Attorney retains
                           any amount under clause 12.7(a) it must place that
                           amount on short-term interest bearing deposit which
                           is an Authorised Investment until the amount
                           contingently owing becomes actually due and payable
                           or otherwise ceases to be contingently owing at which
                           time the Security Trustee, Receiver or Attorney must:

                           (1)      pay to the Secured Creditor the amount which
                                    has become actually due to it; and

                           (2)      apply the balance of the amount retained,
                                    together with any interest on the amount
                                    contingently owing, in accordance with
                                    clause 12.1.

         12.8     NOTICE OF A SUBSEQUENT ENCUMBRANCE

                  (a)      If the Security Trustee receives actual or
                           constructive notice of a subsequent Encumbrance, the
                           Security Trustee:

                           (1)      may open a new account in the name of the
                                    Issuing Trustee in its books; or

                           (2)      is regarded as having opened a new account
                                    in the name of the Issuing Trustee in its
                                    books,

                           on the date it received or was regarded as having
                           received notice of the subsequent Encumbrance.

                  (b)      From the date on which that new account is opened or
                           regarded as opened:

                           (1)      all payments made by the Issuing Trustee to
                                    the Security Trustee; and

                           (2)      all financial accommodation and advances by
                                    the Security Trustee to the Issuing Trustee,



                                                                         PAGE 39
<PAGE>

                           are or are regarded as credited and debited, as the
                           case may be, to the new account.

                  (c)      The payments by the Issuing Trustee under clause
                           12.8(b) must be applied:

                           (1)      first, in reduction of the debit balance, if
                                    any, in the new account; and

                           (2)      second, if there is no debit balance in the
                                    new account, in reduction of the Secured
                                    Moneys which have not been debited or
                                    regarded as debited to the new account.

         12.9     PAYMENTS INTO US$ ACCOUNT

                  (a)      The Issuing Trustee must direct the Currency Swap
                           Provider to pay all amounts denominated in US$
                           payable to the Issuing Trustee by the Currency Swap
                           Provider under the Currency Swap into the US$ Account
                           or to the Principal Paying Agent.

                  (b)      If the Issuing Trustee receives any amount
                           denominated in US$ from the Currency Swap Provider
                           under the Currency Swap it will promptly pay that
                           amount to the credit of the US$ Account or to the
                           Principal Paying Agent.

         12.10    PAYMENTS OUT OF US$ ACCOUNT

                  (a)      The Issuing Trustee must, or must require that the
                           Paying Agents on its behalf, pay all amounts credited
                           to the US$ Account as follows and in accordance with
                           the Notes Supplementary Bond Terms Notice for the
                           Securitisation Fund and the Note Trust Deed.

                  (b)      All amounts credited to the US$ Account by the
                           Currency Swap Provider in relation to a payment by
                           the Issuing Trustee under clause 12.1(f)(2), will be
                           applied pari passu to pay all Secured Moneys owing to
                           Class A Noteholders.

         12.11    EXCLUDED AMOUNTS

                  The following amounts shall not be treated as assets of the
                  Trust available for distribution under clause 12.1:

                  (a)      the proceeds of cash collateral lodged by the
                           provider of an Interest Hedge which are payable to
                           that person under that Interest Hedge;

                  (b)      the proceeds of cash collateral lodged by the
                           provider of a Currency Swap which are payable to that
                           person under that Currency Swap; and

                  (c)      the proceeds of any other cash collateral lodged by
                           an Enhancement Provider under an Enhancement which
                           are payable to the Enhancement Provider.

                  This clause 12.11 shall not apply to the extent that the
                  relevant moneys are applied in accordance with the relevant
                  document to satisfy any obligation owed to the Issuing Trustee
                  by the relevant Interest Hedge Provider, Currency Swap
                  Provider or Enhancement Provider.



                                                                         PAGE 40
<PAGE>

         12.12    PROPORTIONATE SHARING

                  (a)      Whenever any Secured Creditor receives or recovers
                           any money in respect of any sum due from the Issuing
                           Trustee under a Secured Document in any way
                           (including without limitation by set-off) except
                           those referred to in clause 12.11 or through
                           distribution by the Security Trustee under this Deed
                           (the Received Moneys) after the Charge has been
                           enforced:

                           (1)      the Secured Creditor must immediately notify
                                    the Security Trustee;

                           (2)      the Secured Creditor must immediately pay
                                    that money to the Security Trustee (unless
                                    the Security Trustee directs otherwise). As
                                    between each Class A Noteholder, such
                                    payments (if any) are to be made pari passu
                                    and rateably;

                           (3)      the Security Trustee must treat the payment
                                    as if it were a payment by the Issuing
                                    Trustee on account of all sums then payable
                                    to the Secured Creditors; and

                           (4)

                                    (A)      the payment or recovery will be
                                             taken to have been a payment for
                                             the account of the Security Trustee
                                             and not to the Secured Creditor for
                                             its own account, and to that extent
                                             the liability of the Issuing
                                             Trustee to the Secured Creditor
                                             will not be reduced by the recovery
                                             or payment, other than to the
                                             extent of any distribution received
                                             by the Secured Creditor under
                                             paragraph (3); and

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

                  (b)      If a Secured Creditor receives or recovers any
                           Received Moneys, and does not pay that amount to the
                           Security Trustee under clause 12.12(a), the Security
                           Trustee may retain out of amounts which would
                           otherwise be payable to the Secured Creditor under
                           this Deed any amounts which the Security Trustee
                           considers necessary to put all Secured Creditors in
                           the same position as if that Secured Creditor had
                           complied with, or been required to comply with,
                           clause 12.12(a) and the Security Trustee's obligation
                           to apply monies to such Secured Creditor shall be
                           discharged to the extent of such retention.

         12.13    CURRENCY INDEMNITY

                  The Issuing Trustee shall indemnify each Secured Creditor
                  against any deficiency which arises whenever, for any reason
                  (including as a result of a judgement, order or Insolvency
                  Event):

                  (a)      that Secured Creditor receives or recovers an amount
                           in one currency (the Payment Currency) in respect of
                           any amount denominated under a Secured Document in
                           another currency (the Due Currency); and



                                                                         PAGE 41
<PAGE>

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

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13       REMUNERATION AND INDEMNIFICATION OF SECURITY TRUSTEE

         13.1     FEE

                  (a)      Upon and from the Charge becoming enforceable, the
                           Security Trustee shall be entitled from the proceeds
                           of the Charged Property by way of remuneration for
                           the Security Trustee's services hereunder to a fee
                           being the time costs of the employees of the Security
                           Trustee during that period for the time spent by such
                           employees relating to the enforcement of the Charge,
                           and any matters incidental thereto, costed at the
                           rate then usually charged by the Security Trustee for
                           the services of such employees to external parties of
                           the Security Trustee.

                  (b)      The Security Trustee's fee under sub-clause (a) shall
                           be payable in arrears for a given period on the same
                           dates as the Issuing Trustee's fee under the Master
                           Trust Deed for the Securitisation Fund.

         13.2     CESSATION OF FEE

                  The Security Trustee shall not be entitled to remuneration
                  pursuant to clause 13.1 in respect of any period after the
                  Charge Release Date.

         13.3     EXPENSES

                  The Issuing Trustee shall from the assets of the Fund pay or
                  discharge all costs, charges, liabilities and expenses
                  reasonably incurred by the Security Trustee in relation to the
                  preparation and execution of this Deed including, but not
                  limited to reasonable legal expenses and any stamp and other
                  Taxes or duties paid by the Security Trustee in connection
                  with the preparation and execution of this Deed.

         13.4     COSTS

                  All costs, charges and expenses incurred and payments made by
                  the Security Trustee in the lawful exercise of its Powers are
                  payable or reimbursable by the Issuing Trustee within fourteen
                  days following demand by the Security Trustee.

         13.5     INDEMNITY

                  Subject to clause 26, the Issuing Trustee shall indemnify the
                  Security Trustee and every or any Receiver, Attorney, or other
                  person appointed under this Deed in respect of all liabilities
                  and reasonable expenses (including Taxes) properly incurred by
                  it or by any person appointed by it or to whom any duties,
                  powers, trusts, authorities or discretions may be delegated by
                  it in the execution or purported execution of any duties,
                  powers, trusts, authorities or discretions vested in it hereby
                  and against all liabilities, actions, proceedings, costs,
                  claims and demands in respect of any matter or thing properly
                  done or omitted in any way


                                                                         PAGE 42
<PAGE>

                  relating hereto. Failing due payment in accordance with the
                  preceding provision of this clause, the Security Trustee may
                  in priority to any payment to the Secured Creditors retain and
                  pay out of any moneys in its hands upon the trusts of this
                  Deed the amount of any such liabilities and expenses, and also
                  any remuneration outstanding to the Security Trustee under
                  this clause 13.

         13.6     NON-DISCHARGE

                  Unless otherwise specifically stated in any discharge of the
                  trusts of this Deed the provisions of this clause 13 shall
                  continue in full force and effect despite such discharge.

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14       SUPPLEMENTAL SECURITY TRUSTEE PROVISIONS

         14.1     ADDITIONAL POWERS, PROTECTIONS, ETC.

                  By way of supplement to any Statute regulating the conduct of
                  the trusts contained in this Deed and in addition to the
                  powers and rights which may from time to time be vested in the
                  Security Trustee by the general law it is expressly declared
                  as follows:

                  (a)      (ACT ON PROFESSIONAL ADVICE): The Security Trustee
                           may act on the opinion or advice of, or information
                           obtained from, any lawyer, valuer, banker, broker,
                           accountant or other expert appointed by the Security
                           Trustee and shall not be responsible to any
                           Interested Person for any loss occasioned by so
                           acting so long as the Security Trustee has exercised
                           good faith in respect of the appointment. Any such
                           opinion, advice or information may be sent or
                           obtained by letter or facsimile transmission and the
                           Security Trustee shall not be liable to any
                           Interested Person for acting in good faith on any
                           opinion, advice or information purporting to be
                           conveyed by such means even though it shall contain
                           some error which is not a manifest error or shall not
                           be authentic.

                  (b)      (NO ENQUIRY): The Security Trustee shall not be bound
                           to give notice to any person of the execution hereof
                           or to take any steps to ascertain whether any Event
                           of Default has happened and, until it shall have
                           actual knowledge or shall have express notice to the
                           contrary, the Security Trustee shall be entitled to
                           assume that no such Event of Default has happened and
                           that the Issuing Trustee is performing all its
                           obligations under this Deed and under the Secured
                           Documents, and that all other persons are performing
                           all of the obligations imposed on them under the
                           Transaction Documents.

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

                                                                         PAGE 43
<PAGE>

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

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

                  (f)      (DISCRETION): The Security Trustee shall, as regards
                           all the powers, trusts, authorities and discretions
                           vested in it hereby, have absolute and uncontrolled
                           discretion as to the exercise thereof and shall,
                           subject to clause 14.4, be in no way responsible to
                           any Interested Person or any other person for any
                           loss, costs, damages, expenses or inconvenience which
                           may result from the exercise or non-exercise thereof.

                  (g)      (EMPLOY AGENTS): Wherever it considers it expedient
                           in the interests of the Secured Creditors, the
                           Security Trustee may, instead of acting personally,
                           employ and pay an agent selected by it, whether or
                           not a lawyer or other professional person, to
                           transact or conduct, or concur in transacting or
                           conducting any business and to do or concur in doing
                           all acts required to be done by the Security Trustee
                           (including the receipt and payment of money under
                           this Deed). Any such agent being a lawyer, banker,
                           broker or other person engaged in any profession or
                           business shall be entitled to charge and be paid all
                           usual professional and other charges for business
                           transacted and acts done by him or any partner of his
                           or by his firm in connection with the trusts hereof
                           and also his reasonable charges in addition to
                           disbursements for all other work and business done
                           and all time spent by him or his partners or firm on
                           matters arising in connection herewith including
                           matters which might or should have been attended to
                           in person by a trustee not being a lawyer, banker,
                           broker or other professional person.

                  (h)      (DELEGATION): The Security Trustee may whenever it
                           thinks it expedient in the interests of Secured
                           Creditors, delegate to any person or fluctuating body
                           of persons selected by it (including, without
                           limitation, a Related Body Corporate) all or any of
                           the duties, powers, trusts, authorities and
                           discretions vested in the Security Trustee by this
                           Deed. Any such delegation may be by power of attorney
                           or in such other manner as the Security Trustee may
                           think fit and may be made upon such terms and


                                                                         PAGE 44
<PAGE>

                           conditions (including power to sub-delegate) as the
                           Security Trustee may think fit. Except for its own
                           fraud, negligence or wilful default, the Security
                           Trustee is not liable for any loss incurred as a
                           result of any fraud, neglect, default or breach of
                           duty by any of its attorneys, agents or delegates
                           where the appointment was made in good faith, except
                           where such attorney, agent or delegate is a Related
                           Body Corporate of the Security Trustee.

                  (i)      (DISCLOSURE): Subject to this Deed, the Security
                           Trustee may disclose to any Secured Creditor any
                           confidential, financial or other information made
                           available to the Security Trustee by the Issuing
                           Trustee, the Manager, any other Interested Person or
                           any other person in connection with this Deed.

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

         14.2     SECURITY TRUSTEE NOT PRECLUDED FROM ENTERING INTO CONTRACTS

                  The Security Trustee, any Related Body Corporate of the
                  Security Trustee and any director or officer of the Security
                  Trustee or of any Related Body Corporate of the Security
                  Trustee shall not be precluded from subscribing for some or
                  all of the Notes with or without a commission or other
                  remuneration or from purchasing or otherwise acquiring,
                  holding, dealing in or disposing of Notes, at any time from
                  contracting or entering into any financial or other
                  transactions with the Issuing Trustee, the Manager or any
                  Related Body Corporate thereof or from being interested in any
                  contract or transaction or from accepting and holding the
                  office of trustee for the holders of any securities or
                  interests of the Issuing Trustee, the Manager or any Related
                  Body Corporate thereof and shall not be liable to account to
                  any Interested Person for any profit made by it or him thereby
                  or in connection therewith, provided that the Security
                  Trustee, any Related Body Corporate of the Security Trustee
                  and any director or officer of the Security Trustee or any
                  Related Body Corporate of the Security Trustee shall, in
                  connection with the above mentioned, act in utmost good faith
                  in relation to the Interested Person.

         14.3     DUTIES OF THE SECURITY TRUSTEE

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

         14.4     SECURITY TRUSTEE LIABLE FOR NEGLIGENCE ETC.

                  Subject to clause 14.5, nothing in this Deed shall, in any
                  case where the Security Trustee has failed to comply with the
                  terms of this Deed, or to show the degree of skill, care and
                  diligence required of it as Security Trustee (having regard to
                  the provisions of this Deed conferring on the Security Trustee
                  any duties, powers, trusts, authorities or discretions)
                  relieve or indemnify the Security Trustee from or against any
                  liability which would otherwise attach to it in respect of any
                  fraud, negligence or wilful default.



                                                                         PAGE 45
<PAGE>

         14.5     RELIANCE ON EXPERTS

                  The Security Trustee may act upon the opinion or statement or
                  certificate or advice of or information obtained from any
                  barrister, solicitor, banker, accountant, broker, valuer or
                  other person believed by it in good faith to be expert or
                  properly informed in relation to the matters upon which they
                  are consulted and the Security Trustee shall not be liable for
                  anything done or suffered by it in good faith in reliance upon
                  such opinion, statement, certificate, advice or information so
                  long as the Security Trustee has exercised good faith in
                  respect of the appointment.

         14.6     INFORMATION

                  The Issuing Trustee and the Manager authorises:

                  (a)      the Security Trustee to provide any Secured Creditor;
                           and

                  (b)      the Note Trustee and any Paying Agent to provide any
                           Class A Noteholder,

                  with any information concerning the Securitisation Fund and
                  Notes which may come into the possession of the Security
                  Trustee or the Note Trustee (as the case may be). Save for the
                  information which is required by any Transaction Document to
                  be provided by it to the respective persons referred to in
                  paragraph (a) or (b) (as the case may be), none of the
                  Security Trustee, Note Trustee or Paying Agent need otherwise
                  provide any other person with such information.

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15       RETIREMENT AND REMOVAL OF SECURITY TRUSTEE

         15.1     RETIREMENT

                  The Security Trustee may retire at any time upon giving not
                  less than three months' notice (or such shorter period as the
                  Manager may agree) in writing to the Issuing Trustee, the Note
                  Trustee, each Designated Rating Agency and the Manager without
                  assigning any reason. The retiring Security Trustee will be
                  responsible for any costs incurred as a result of a voluntary
                  retirement.

         15.2     REMOVAL

                  The Security Trustee may be removed:

                  (a)      by the Manager after prior notice to each Designated
                           Rating Agency if any of the following occurs in
                           relation to the Security Trustee in its personal
                           capacity:

                           (1)      the commencement of the winding up of the
                                    Security Trustee;

                           (2)      the appointment of a receiver or
                                    administrator or analogous person in respect
                                    of the whole or part of the undertaking of
                                    the Security Trustee;

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

                           (4)      a compromise or arrangement by the Security
                                    Trustee with its creditors;

                                                                         PAGE 46
<PAGE>

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

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

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

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

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

                                    and the determination of the Manager (acting
                                    bona fide and reasonably) that any of these
                                    matters has occurred shall be conclusive;
                                    and

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

         15.3     APPOINTMENT

                  The power of appointing a new Security Trustee shall be vested
                  in the Manager but no person shall be so appointed who shall
                  not have previously been approved by an Extraordinary
                  Resolution of the Voting Secured Creditors. Any appointment of
                  a new Security Trustee shall as soon as practicable thereafter
                  be notified by the Manager to the Secured Creditors.

         15.4     RETIREMENT OR REMOVAL EFFECTIVE

                  (a)      Subject to clause 15.4(b), the retirement or removal
                           of the Security Trustee shall not become effective
                           until a new Security Trustee is appointed and the
                           Manager has received confirmation by the Designated
                           Rating Agencies that such appointment will not cause
                           a downgrading, qualification or withdrawal of the
                           then current ratings of the Notes.

                  (b)      If the Security Trustee gives notice pursuant to
                           clause 15.1 and no new Security Trustee have been
                           appointed by the Manager prior to the expiry of this
                           notice, the retirement of the Security Trustee shall
                           become effective upon expiry of the notice given
                           under clause 15.1 and the Manager shall act as an
                           interim Security Trustee until the new Security
                           Trustee has been appointed and the Manager has
                           received confirmation by the Designated Rating
                           Agencies that such appointment will not cause a
                           downgrading, qualification or withdrawal of the then
                           current ratings of the Notes.



                                                                         PAGE 47
<PAGE>

         15.5     VESTING OF PROPERTY IN SECURITY TRUSTEE

                  The new Security Trustee shall forthwith upon appointment
                  execute a deed in such form as the Manager may reasonably
                  require whereby such new Security Trustee undertakes to the
                  Secured Creditors jointly and severally to be bound by all the
                  covenants and obligations on the part of the outgoing Security
                  Trustee under this Deed from the date of such appointment and
                  from such date the outgoing Security Trustee will be absolved
                  and released from all such covenants and obligations under
                  this Deed in respect thereof (save in respect of any
                  antecedent fraud, negligence or wilful default) and the new
                  Security Trustee will and may thereafter exercise all the
                  powers and enjoy all the rights and will be subject to all the
                  duties and obligations of the Security Trustee under this Deed
                  in respect thereof as fully as though the new Security Trustee
                  had been originally named as a party to this Deed.

         15.6     RETENTION OF LIEN

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

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16       MEETINGS OF SECURED CREDITORS

         16.1     MEETINGS REGULATED BY THE SCHEDULE

                  The provisions of the Schedule shall apply to all meetings of
                  Secured Creditors and to the passing of resolutions thereat.

         16.2     LIMITATION ON SECURITY TRUSTEE'S POWERS

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

         16.3     SECURITY TRUSTEE RIGHTS

                  (a)      Despite any other provision of this Deed, for so long
                           as the Noteholder Secured Creditors are the only
                           Voting Secured Creditors they may direct the Security
                           Trustee to do any act or thing which the Security
                           Trustee is required to do, or may only do, at the
                           direction of an Extraordinary Resolution of Voting
                           Secured Creditors including those acts or things
                           referred to in clause 12 of Schedule 1 and the
                           Security Trustee shall, subject to this Deed, comply
                           with such direction of the Noteholder Secured
                           Creditors.

                  (b)      Neither the Security Trustee nor the Manager may call
                           a meeting of Voting Secured Creditors while the
                           Noteholder Secured Creditors are the only



                                                                         PAGE 48
<PAGE>

                           Voting Secured Creditors, unless the Noteholder
                           Secured Creditors otherwise consent.

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

                           (1)      if the Noteholder Secured Creditors are not
                                    the only Voting Secured Creditors; and

                           (2)      if Noteholder Secured Creditors direct the
                                    Security Trustee to enforce the Charge
                                    (whether in the case of the Note Trustee
                                    directed to do so by the Class A Noteholders
                                    or as it determines on behalf of the Class A
                                    Noteholders),

                           the Security Trustee shall enforce the Charge under
                           clause 7.2 as if directed to do so by an
                           Extraordinary Resolution of Voting Secured Creditors
                           and clause 16.3(a) shall apply as if the Noteholder
                           Secured Creditors were the only Voting Secured
                           Creditors.

                  (d)      The Security Trustee shall not be liable to any
                           Secured Creditor for acting, or not acting, on the
                           directions of the Noteholder Secured Creditors except
                           where in so doing the Security Trustee engages in any
                           fraud, negligence or wilful default.

                  (e)      Any reference to the Noteholder Secured Creditors
                           where:

                           (1)      they are the only Voting Secured Creditors;
                                    or

                           (2)      where the consent of the Noteholder Secured
                                    Creditors is required under this Deed in
                                    relation to a discretion or act of the
                                    Security Trustee,

                           means so many of the Noteholder Secured Creditors who
                           represent more than 50% of the aggregate of the
                           Invested Amount of the Class A Notes and the Class B
                           Notes.

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17       CONTINUING SECURITY AND RELEASES

         17.1     LIABILITY PRESERVED

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

         17.2     ISSUING TRUSTEE'S LIABILITY NOT AFFECTED

                  This Deed and the liability of the Issuing Trustee hereunder
                  shall not be affected or discharged by any of the following:

                                                                         PAGE 49
<PAGE>


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

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

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

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

         17.3     WAIVER BY ISSUING TRUSTEE

                  The Issuing Trustee hereby waives in favour of the Security
                  Trustee:

                  (a)      all rights whatsoever against the Security Trustee
                           and any other person estate or assets so far as
                           necessary to give effect to anything in this Deed;

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

                  (c)      all rights inconsistent with the provisions of this
                           Deed including any rights as to contribution or
                           subrogation which the Issuing Trustee might otherwise
                           be entitled to claim or enforce.

         17.4     NO NOTICE OR ENFORCEMENT

                  It shall not be incumbent on the Security Trustee to give any
                  notice of the Charge to any debtors of the Issuing Trustee or
                  to any purchaser or any other person whomsoever or, subject to
                  this Deed, to enforce payment of any moneys payable to the
                  Issuing Trustee or to realise any of the Charged Property or
                  to take any steps or proceedings for that purpose unless the
                  Security Trustee thinks fit to do so.

         17.5     NO LIABILITY FOR LOSS

                  The Security Trustee shall not nor shall any Receiver be
                  liable or otherwise accountable for any omission delay or
                  mistake or any loss or irregularity in or about the exercise,
                  attempted exercise non-exercise or purported exercise of any
                  of the powers of the Security Trustee or of the Receiver
                  except for actual fraud, negligence or wilful default.

         17.6     NO LIABILITY TO ACCOUNT

                  Neither the Security Trustee nor any Receiver shall by reason
                  of the Security Trustee or the Receiver entering into
                  possession of the Charged Property or any part thereof be
                  liable to account as mortgagee or chargee in possession or for
                  anything except actual receipts or be liable for any loss upon
                  realisation or for any


                                                                         PAGE 50
<PAGE>

                  default, omission, delay or mistake for which a mortgagee
                  or chargee in possession might be liable.

         17.7     INDEMNITY REGARDING EXERCISE OF POWERS

                  Without prejudice to the right of indemnity given to trustees
                  by law, each of the Security Trustee and the Receiver shall be
                  entitled to be indemnified out of the Charged Property in
                  respect of all costs expenses liabilities and losses incurred
                  by it in the execution or purported execution of the
                  provisions hereof or of any of the powers vested in it
                  pursuant to this Deed, including liabilities and expenses
                  consequent upon any mistake, oversight, error of judgment or
                  want of prudence on the part of the Security Trustee or the
                  Receiver and against all actions, proceedings, costs, claims
                  and demands in respect of any matter or thing done or omitted
                  in any way relating to the Charged Property unless any of the
                  foregoing is due to actual fraud, negligence or wilful default
                  of the Security Trustee and the Security Trustee may obtain
                  and pay out of any moneys in its possession arising from the
                  trusts or powers of this Deed all sums necessary to effect
                  such indemnity.

         17.8     NO CONFLICT

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

                  (a)      any duty owed by the Security Trustee or Receiver to
                           any other person; or

                  (b)      the interests of the Security Trustee or Receiver.

         17.9     CONTRACT INVOLVING CONFLICT OF DUTY

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

         17.10    BENEFIT FOR RECEIVER ETC.

                  The Security Trustee shall be deemed to have accepted the
                  benefit of this clause 17 as agent for the Receiver and any
                  attorney, agent or other person appointed hereunder or by the
                  Security Trustee who are not parties to this Deed and the
                  Security Trustee shall hold the benefit of such provisions on
                  trust for the benefit of those grantees.

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18       ASSURANCE

         18.1     FURTHER ASSURANCE

                  The Issuing Trustee shall procure that all persons having or
                  claiming any estate or interest in the Charged Property or any
                  part thereof shall from time to time and at all times
                  hereafter upon the request of the Security Trustee and at the
                  cost of the Issuing Trustee, make do and execute or cause to
                  be made done and executed all


                                                                         PAGE 51
<PAGE>

                  such acts deeds and assurances whatsoever for more
                  satisfactorily securing to the Security Trustee the payment of
                  the Secured Moneys or for assuring or more satisfactorily
                  assuring the Charged Property to the Security Trustee or as
                  the Security Trustee may direct and in particular shall,
                  whenever requested by the Security Trustee so to do, execute
                  in favour of the Security Trustee such legal mortgages
                  transfers assignments or other assurances of all or any part
                  of the Charged Property in such form and containing such
                  powers and provisions as the Security Trustee shall require.

         18.2     POSTPONEMENT OR WAIVER OF ENCUMBRANCES

                  The Manager and the Issuing Trustee shall if required by the
                  Security Trustee forthwith cause:

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

                  (b)      any borrowing or other obligation secured by any such
                           Encumbrance at the Security Trustee's option to be
                           waived released paid or performed.

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19       PAYMENTS

         19.1     MONEYS REPAYABLE AS AGREED OR ON DEMAND

                  In the absence of any agreement to the contrary, the Secured
                  Moneys shall following the occurrence of an Event of Default
                  be payable by the Issuing Trustee to the Security Trustee in
                  Dollars immediately upon demand by the Security Trustee.

         19.2     NO SET-OFF OR DEDUCTION

                  All payments by the Issuing Trustee of any moneys forming part
                  of the Secured Moneys shall be free of any set-off or
                  counterclaim and without deduction or withholding for any
                  present or future Taxes unless the Issuing Trustee is
                  compelled by law to deduct or withhold the same.

--------------------------------------------------------------------------------
20       DISCHARGE OF THE CHARGE

         20.1     RELEASE

                  Upon the Manager providing a certificate to the Security
                  Trustee stating that all Secured Moneys have been paid in full
                  and that all the Obligations have been performed, observed and
                  fulfilled, including that all costs, charges, moneys and
                  expenses incurred by or payable to or at the direction of the
                  Security Trustee, the Receiver or any attorney appointed
                  hereunder in respect of the Securitisation Fund have been paid
                  (upon which certificate, the Security Trustee may rely


                                                                         PAGE 52
<PAGE>

                  conclusively) and upon adequate provision having been made to
                  the reasonable satisfaction of the Security Trustee of all
                  costs, charges, moneys and expenses reasonably likely
                  thereafter to be incurred by or payable to or at the direction
                  of the Security Trustee, the Receiver or any attorney
                  appointed hereunder in respect of the Securitisation Fund,
                  then the Security Trustee shall, subject to clause 20.2, at
                  the request of the Manager or the Issuing Trustee, and at the
                  cost of the Issuing Trustee, release the Charged Property from
                  the Charge and this Deed.

         20.2     CONTINGENT LIABILITIES

                  The Security Trustee shall be under no obligation to grant a
                  release of the Charge or this Deed in respect of the
                  Securitisation Fund unless at the time such release is sought:

                  (a)      none of the Secured Moneys in respect of the
                           Securitisation Fund are contingently or prospectively
                           owing except where there is no reasonable likelihood
                           of the contingent or prospective event occurring; and

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

         20.3     CHARGE REINSTATED

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

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21       AMENDMENT

         21.1     AMENDMENT BY SECURITY TRUSTEE

                  The Security Trustee, the Note Trustee and the Issuing Trustee
                  may, following the giving of at least 5 Banking Days' notice
                  to each Designated Rating Agency, and with the written
                  approval of the Manager and subject to clause 16.3, (and, if
                  the proposed alteration, addition or modification is or is
                  likely to be prejudicial to their interests) the Noteholder
                  Secured Creditors by way of supplemental deed alter, add to or
                  modify this Deed (including this clause 21) so long as such
                  alteration, addition or modification is:



                                                                         PAGE 53
<PAGE>

                  (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
                           Governmental Authority;

                  (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 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 of trusts generally or of trusts similar
                           to the Securitisation Fund);

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

                  (e)      such that it does not adversely affect the rating of
                           the Notes by each Designated Rating Agency in respect
                           of the Securitisation Fund and the Notes.

         21.2     AMENDMENT WITH CONSENT

                  Where in the opinion of the Security Trustee a proposed
                  alteration, addition or modification to this Deed, save and
                  except an alteration, addition or modification referred to in
                  clause 21.1, is prejudicial or likely to be prejudicial to the
                  interests of Secured Creditors as a whole or any class of
                  Secured Creditors, the Security Trustee and the Trustee may
                  make such alteration, addition or modification if sanctioned
                  by an Extraordinary Resolution of the Voting Secured Creditors
                  or relevant class of Secured Creditors (as the case requires).

         21.3     DISTRIBUTION OF AMENDMENTS

                  The Manager shall distribute to all Secured Creditors and each
                  Designated Rating Agency a copy of any amendment made pursuant
                  to clause 21.1 or 21.2 as soon as reasonably practicable after
                  the amendment has been made.

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22       EXPENSES, STAMP DUTIES AND REGISTRATION

         22.1     EXPENSES

                  The Issuing Trustee shall on demand reimburse the Security
                  Trustee and the Note Trustee for and keep the Security Trustee
                  and the Note Trustee indemnified against all expenses
                  including legal costs and disbursements (on a solicitor/own
                  client basis) incurred by the Security Trustee and the Note
                  Trustee in connection with:



                                                                         PAGE 54
<PAGE>

                  (a)      the preparation and execution of this Deed and any
                           subsequent consent, agreement, approval or waiver
                           hereunder or amendment hereto;

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

                  (c)      any enquiry by a Government Agency concerning the
                           Issuing Trustee or the Charged Property or a
                           transaction or activity the subject of the Secured
                           Documents.

         22.2     STAMP DUTIES

                  (a)      Except to the extent contemplated by clause 3.4 of
                           the Note Trust Deed, the Issuing Trustee shall pay
                           (and reimburse each Secured Creditor for any such
                           amounts paid by it) all stamp, loan, transaction,
                           registration and similar Taxes including fines and
                           penalties, financial institutions duty and federal
                           debits tax which may be payable to or required to be
                           paid by any appropriate authority or determined to be
                           payable in connection with the execution, delivery,
                           performance or enforcement of this Deed or any
                           payment, receipt or other transaction contemplated
                           herein.

                  (b)      The Issuing Trustee shall indemnify the Security
                           Trustee and the Note Trustee against any loss or
                           liability incurred or suffered by it as a result of
                           the delay or failure by the Issuing Trustee to pay
                           such Taxes.

         22.3     REGISTRATION

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

         22.4     GOODS AND SERVICES TAX IN RELATION TO THE SECURITY TRUSTEE

                  (a)      The fees payable to the Security Trustee referred to
                           in clause 13.1 are exclusive of GST.

                  (b)      In relation to any supply by the Security Trustee
                           under this deed, the fee payable will be adjusted:

                           (1)      by the net increase or decrease in the costs
                                    to the Security Trustee of making the supply
                                    arising from the New Tax System Changes
                                    (including any GST payable on the supply);
                                    and

                           (2)      to take into account any changes in the rate
                                    of GST payable pursuant to the A New Tax
                                    System (Goods and Services Tax Imposition -
                                    General) Act 1999.

                           The Security Trustee may not exercise its rights
                           under this clause 22.4(b) unless it has received a
                           confirmation from each Designated Rating Agency


                                                                         PAGE 55
<PAGE>

                           (if any) confirming the rating given by it in respect
                           of the Notes. Such confirmation may be given prior to
                           the issue of the Notes but no subsequent adjustment
                           may be made until a further confirmation has been
                           obtained.

                  (c)      If the Security Trustee is entitled under this deed
                           to be reimbursed or indemnified by any other party
                           for a liability, loss 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 properly claimed by the party entitled to be
                           reimbursed or indemnified, or by its representative
                           member.

                  (d)      For the purposes of this clause New Tax System
                           Changes means:

                           (1)      the amendment of the Sales Tax (Exemption
                                    and Classifications) Act 1992 made by the A
                                    New Tax System (Goods and Services Tax
                                    Transition) Act 1999;

                           (2)      the ending of sales tax, as provided for in
                                    the A New Tax System (End of Sales Tax) Act
                                    1999;

                           (3)      the imposition of the GST; and

                           (4)      any other changes (including changes to
                                    Commonwealth, State or Territory laws)
                                    prescribed by the Trade Practices
                                    Regulations for the purposes of the
                                    definition of New Tax System Changes in
                                    Trade Practices Act 1974.

         22.5     INDEMNITY

                  Subject to this Deed and without prejudice to any right of
                  indemnity given by law, the Security Trustee, the Manager, the
                  Note Trustee, the Receiver or attorney or other person
                  appointed under this Deed (including, without limitation, any
                  person appointed by the Security Trustee, the Manager, the
                  Note Trustee or the Receiver or any person to whom any duties,
                  powers, trusts, authorities or discretions may be delegated by
                  the Security Trustee, the Manager, the Note Trustee or the
                  Receiver) ('APPOINTEE') will be indemnified by the Issuing
                  Trustee against all loss, liabilities and expenses reasonably
                  and properly incurred by the Security Trustee, the Manager,
                  the Note Trustee, the Receiver, attorney or appointee (as the
                  case may be) in the execution or purported execution of any
                  duties, powers, trusts, authorities or discretions vested in
                  such persons pursuant to this Deed, including, without
                  limitation, all liabilities and expenses consequent upon any
                  mistake or oversight, error of judgment or want of prudence on
                  the part of such persons and against all actions, proceedings,
                  costs, claims and demands in respect of any matter or thing
                  properly done or omitted in any way relating to this Deed,
                  unless any of the foregoing is due to actual fraud, negligence
                  or wilful default on the part of the Security Trustee, the
                  Manager, the Note Trustee, the Receiver, attorney or appointee
                  (as the case may be). The Security Trustee may in priority to
                  any payment to the Secured Creditors retain and pay out of any
                  moneys in its hands upon the trusts of this Deed all sums
                  necessary to effect such indemnity including, without
                  limitation, the amount of any such liabilities and expenses,
                  and also any remuneration outstanding to the Security Trustee
                  under clause 13.1.



                                                                         PAGE 56
<PAGE>

--------------------------------------------------------------------------------
23       GOVERNING LAW AND JURISDICTION

         23.1     GOVERNING LAW

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

         23.2     JURISDICTION

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

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

--------------------------------------------------------------------------------
24       NOTICES

         24.1     SERVICE OF NOTICES

                  Every notice or other communication of any nature whatsoever
                  required to be served given or made under or arising from this
                  Deed:

                  (a)      shall be in writing in order to be valid;

                  (b)      shall be deemed to have been duly served, given or
                           made to a person if it is:

                           (1)      in the case of a party to this Deed:

                                    (A)      delivered to the address of that
                                             party;

                                    (B)      posted by prepaid post to such
                                             address; or

                                    (C)      sent by facsimile to the facsimile
                                             number of that party; or

                           (2)      in the case of a Bondholder: delivered or
                                    posted by pre-paid mail to the address of
                                    such Bondholder then appearing on the
                                    Register;

                  (c)      shall be sufficient if executed by the party giving
                           serving or making the same or on its behalf by any
                           attorney, director, secretary other duly authorised
                           officer or solicitor of such party; and

                  (d)      shall be deemed to be given, served or made:

                           (1)      (in the case of prepaid registered post
                                    within Australia) within 3 Banking Days of
                                    posting;



                                                                         PAGE 57
<PAGE>

                           (2)      (in the case of prepaid international
                                    registered post) within 7 Banking Days of
                                    posting;

                           (3)      (in the case of facsimile) on receipt of a
                                    transmission report confirming successful
                                    receipt at the conclusion of the
                                    transmission; and

                           (4)      (in the case of delivery by hand) on
                                    delivery.

         24.2     ADDRESSES

                  The address and facsimile number of each of the Security
                  Trustee, the Note Trustee, the Issuing Trustee and the Manager
                  for the purposes of clause 24.1 shall be as follows until the
                  party concerned notifies in writing all other parties hereto
                  of any variation thereto:

                  ISSUING TRUSTEE

                  Address: Perpetual Trustees Australia Limited
                           Level 7, 9 Castlereagh Street, Sydney, NSW 2000

                  Facsimile No:     (02) 9221 7870
                  Attention:        Manager - Securitisation

                  MANAGER

                  Address:          ME Portfolio Management Limited
                                    Level 23, 360 Collins Street,
                                    Melbourne, VIC, 3000

                  Facsimile No:     (03) 9605 6200
                  Attention:        Funding Manager

                  SECURITY TRUSTEE

                  Address:          Perpetual Trustee Company Limited
                                    Level 7, 9 Castlereagh Street,
                                    Sydney, NSW 2000

                  Facsimile No:     (02) 9221 7870
                  Attention:        Manager - Securitisation

                  NOTE TRUSTEE

                  Address:          The Bank of New York
                                    101 Barclay Street,
                                    Floor 21 West, New York, NY

                  Facsimile No:     (0011) 1 212 815 3522
                  Attention:        Global Structured Finance

--------------------------------------------------------------------------------
25       MISCELLANEOUS

         25.1     ASSIGNMENTS

                  Subject to clause 15, neither the Issuing Trustee nor the
                  Security Trustee shall assign any of its rights or obligations
                  hereunder without the prior written consent of the Manager,
                  the Note Trustee and each Designated Rating Agency.



                                                                         PAGE 58
<PAGE>

         25.2     CERTIFICATE OF SECURITY TRUSTEE

                  A certificate in writing signed by an officer of the Security
                  Trustee certifying the amount payable by the Issuing Trustee
                  to the Security Trustee or to the Secured Creditors or stating
                  any other act, matter or thing relating to this Deed shall be
                  conclusive and binding on the Issuing Trustee in the absence
                  of manifest error on the face of the certificate.

         25.3     CONTINUING OBLIGATION

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

         25.4     SETTLEMENT CONDITIONAL

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

         25.5     NO MERGER

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

         25.6     INTEREST ON JUDGMENT

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

         25.7     NO POSTPONEMENT

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



                                                                         PAGE 59
<PAGE>

         25.8     SEVERABILITY OF PROVISIONS

                  Any provision of this Deed which is illegal void or
                  unenforceable shall be ineffective to the extent only of such
                  illegality voidness or unenforceability without invalidating
                  the remaining provisions hereof.

         25.9     REMEDIES CUMULATIVE

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

         25.10    WAIVER

                  A failure to exercise or enforce or a delay in exercising or
                  enforcing or the partial exercise or enforcement of any right
                  remedy power or privilege hereunder by the Security Trustee
                  shall not in any way preclude or operate as a waiver of any
                  further exercise or enforcement thereof or the exercise or
                  enforcement of any other right remedy power or privilege
                  hereunder or provided by law.

         25.11    CONSENTS AND APPROVALS

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

         25.12    WRITTEN WAIVER, CONSENT AND APPROVAL

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

         25.13    TIME OF ESSENCE

                  Time is of the essence in respect of the Issuing Trustee's
                  obligations hereunder.

         25.14    MORATORIUM LEGISLATION

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

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

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

                  are hereby expressly waived negatived and excluded.



                                                                         PAGE 60
<PAGE>

         25.15    DEBIT ACCOUNTS

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

         25.16    BINDING ON EACH SIGNATORY

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

         25.17    COUNTERPARTS

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

         25.18    CERTIFICATE OF AMOUNT OF SECURED MONEYS ETC

                  A certificate signed by a director, secretary or manager of
                  the Security Trustee will be sufficient evidence against the
                  Issuing Trustee and the Secured Creditors, in the absence of
                  manifest error or proof to the contrary:

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

                  (b)      that a person specified in that certificate is a
                           Secured Creditor;

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

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

         25.19    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.



                                                                         PAGE 61
<PAGE>

--------------------------------------------------------------------------------
26       TRUSTEES' LIABILITY

         26.1     LIMITATION ON ISSUING TRUSTEE'S LIABILITY

                  (a)      The Issuing Trustee enters into the Transaction
                           Documents and issues the Notes only in its capacity
                           as trustee of the Securitisation Fund and in no other
                           capacity (except where the Transaction Documents
                           provide otherwise). A liability arising under or in
                           connection with the Notes, the Transaction Documents
                           or the Securitisation Fund is limited to and can be
                           enforced against the Issuing Trustee only to the
                           extent to which it can be satisfied out of property
                           of the Securitisation Fund out of which the Issuing
                           Trustee is actually indemnified for the liability.
                           This limitation of the Issuing Trustee's liability
                           applies despite any other provision of the
                           Transaction Documents (other than clause 12.1 of the
                           Note Trust Deed) and extends to all liabilities and
                           obligations of the Issuing Trustee in any way
                           connected with any representation, warranty, conduct,
                           omission, agreement or transaction related to the
                           Notes, the Transaction Documents or the
                           Securitisation Fund.

                  (b)      The parties other than the Issuing Trustee may not
                           sue the Issuing Trustee in any capacity other than as
                           trustee of the Securitisation Fund, including seek
                           the appointment of a receiver (except in relation to
                           property of the Securitisation Fund), a liquidator,
                           an administrator or any similar person to the Issuing
                           Trustee or prove in any liquidation, administration
                           or arrangement of or affecting the Issuing Trustee
                           (except in relation to property of the Securitisation
                           Fund).

                  (c)      The provisions of this clause 26.1 shall not apply to
                           any obligation or liability of the Issuing Trustee to
                           the extent that it is not satisfied because under the
                           Transaction Documents or by operation of law there is
                           a reduction in the extent of the Issuing Trustee's
                           indemnification out of the assets of the
                           Securitisation Fund, as a result of the Issuing
                           Trustee's fraud, negligence or wilful default and
                           will not apply to any obligation or liability of the
                           Issuing Trustee to pay amounts from its personal
                           funds pursuant to clause 12.1 of the Note Trust Deed.

                  (d)      It is acknowledged that the Relevant Parties are
                           responsible under the Transaction Documents for
                           performing a variety of obligations relating to the
                           Securitisation Fund, including under this Deed. No
                           act or omission of the Issuing Trustee (including any
                           related failure to satisfy its obligations or breach
                           of representation or warranty under this Deed) will
                           be considered fraud, negligence or wilful default of
                           the Issuing Trustee for the purpose of paragraph (c)
                           of this clause 26.1 to the extent to which the act or
                           omission was caused or contributed to by any failure
                           by any Relevant Party or any other person to fulfil
                           its obligations relating to the Securitisation Fund
                           or by any other act or omission of a Relevant Party
                           or any other person.

                  (e)      No attorney, agent, delegate, receiver or receiver
                           and manager appointed in accordance with this deed or
                           any other Transaction Documents has authority to act
                           on behalf of the Issuing Trustee in a way which
                           exposes the Issuing Trustee to any personal liability
                           and no act or omission of any


                                                                         PAGE 62
<PAGE>

                           such person will be considered fraud, negligence or
                           wilful default of the Issuing Trustee for the purpose
                           of paragraph (c) of this clause 26.1.

                  (f)      The Issuing Trustee is not obliged to do or refrain
                           from doing anything under this Deed (including incur
                           any liability) unless the Issuing Trustee's liability
                           is limited in the same manner as set out in
                           paragraphs (a) to (c) of this clause 26.1.

                  (g)      For the purposes of this clause 26.1, "Relevant
                           Parties" means each party to a Transaction Document
                           other that the Issuer Trustee.

         26.2     LIMITATION ON SECURITY TRUSTEE'S LIABILITY

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

         26.3     RIGHTS AGAINST CHARGED PROPERTY PRESERVED

                  The Charged Property shall secure to the Security Trustee, and
                  the Security Trustee shall have recourse to the Charged
                  Property for, all of the liabilities of the Issuing Trustee to
                  the Secured Creditors under the Secured Documents
                  notwithstanding that at general law, under statute or under
                  the Master Trust Deed the Issuing Trustee shall not have
                  properly incurred such liability as Issuing Trustee or not
                  have a right of indemnity in relation thereto from the Charged
                  Property or has failed to execute that degree of care,
                  diligence and prudence required of a trustee (including,
                  without limiting the generality of the foregoing any fraud,
                  negligence or breach of trust).

         26.4     WAIVER OF PERSONAL LIABILITY

                  Except in the case of fraud, negligence or wilful default on
                  the part of the Issuing Trustee in its capacity as Issuing
                  Trustee each of the Manager and Security Trustee severally
                  waives its rights and releases the Issuing Trustee from any
                  personal liability whatsoever, for any loss or damage
                  whatsoever in any way arising in respect of:

                  (a)      the Secured Moneys; or

                  (b)      this Deed

                  which cannot be paid or satisfied out of the Charged Property.



                                                                         PAGE 63
<PAGE>

         26.5     RESTRICTED REMEDIES

                  Except as provided in clauses 26.1(c) and 26.2, the Security
                  Trustee shall not, in respect of this Deed:

                  (a)      (judgment) obtain a judgment for the payment of money
                           or damages by the Issuing Trustee;

                  (b)      (statutory demand) issue any demand under s459E(1) of
                           the Corporations Act (or any analogous provision
                           under any other law) against the Issuing Trustee;

                  (c)      (winding up) apply for the winding up or dissolution
                           of the Issuing Trustee;

                  (d)      (execution) levy or enforce any distress or other
                           execution to, on, or against any assets of the
                           Issuing Trustee;

                  (e)      (court appointed receiver) apply for the appointment
                           by a court of a receiver to any of the assets of the
                           Issuing Trustee;

                  (f)      (set-off or counterclaim) exercise or seek to
                           exercise any set-off or counterclaim against the
                           Issuing Trustee; or

                  (g)      (administrator) appoint, or agree to the appointment,
                           of any administrator to the Issuing Trustee,

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

                  A reference to the Issuing Trustee in this clause 26.5 is to
                  the Issuing Trustee in its personal capacity and not as
                  trustee of the Securitisation Fund.

         26.6     WILFUL DEFAULT OF THE ISSUING TRUSTEE

                  For the purposes of this Deed the expression "wilful default":

                  (a)      in relation to the Issuing Trustee, means a wilful
                           default of this Deed by the Issuing Trustee

                           (1)      other than a default which:

                                    (A)      arises out of a breach of a
                                             Transaction Document by a person
                                             other than the Issuing Trustee or
                                             any person referred to in paragraph
                                             (b) in relation to the Issuing
                                             Trustee;

                                    (B)      arises because some other act or
                                             omission is a precondition to the
                                             relevant act or omission of the
                                             Issuing Trustee, and that other act
                                             or omission does not occur;

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

                                    (D)      is in accordance with an
                                             instruction or direction given to
                                             it by any person in circumstances
                                             where that person is authorised to
                                             do so by any Transaction Document;
                                             and

                           (2)      in circumstances where had it not committed
                                    that default it would have been entitled to
                                    recoupment, reimbursement or a right of


                                                                         PAGE 64
<PAGE>

                                    indemnity for its costs and expenses (if
                                    any) in complying with this Deed from the
                                    Fund.

                  (b)      A reference to the "fraud", "negligence" or "wilful
                           default" of the Issuing Trustee means the fraud,
                           negligence or wilful default of the Issuing Trustee
                           and of its officers or employees, but not of its
                           agents or delegates, unless the Issuing Trustee is
                           liable for the acts or omissions of such other person
                           under the terms of this Deed.

         26.7     WILFUL DEFAULT OF THE SECURITY TRUSTEE

                  For the purposes of this Deed the expression "wilful default":

         (a)      in relation to the Security Trustee, means a wilful default of
                  this Deed by the Security Trustee

                  (1)      other than a default which:

                           (A)      arises out of a breach of a Transaction
                                    Document by a person other than the Security
                                    Trustee or any person referred to in
                                    paragraph (b) in relation to the Security
                                    Trustee;

                           (B)      arises because some other act or omission is
                                    a precondition to the relevant act or
                                    omission of the Security Trustee, and that
                                    other act or omission does not occur;

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

                           (D)      is in accordance with an instruction or
                                    direction given to it by any person in
                                    circumstances where that person is
                                    authorised to do so by any Transaction
                                    Document; and

                  (2)      in circumstances where had it not committed that
                           default it would have been entitled to recoupment,
                           reimbursement or a right of indemnity for its costs
                           and expenses (if any) in complying with this Deed
                           from the Fund.

         (b)      A reference to the "fraud", "negligence" or "wilful default"
                  of the Security Trustee means the fraud, negligence or wilful
                  default of the Security Trustee and of its officers or
                  employees, but not of its agents or delegates, unless the
                  Security Trustee is liable for the acts or omissions of such
                  other person under the terms of this Deed.

         26.8     WILFUL DEFAULT OF THE NOTE TRUSTEE

                  For the purposes of this Deed the expression "wilful default":

                  (a)      in relation to the Note Trustee, means a wilful
                           default of this Deed by the Note Trustee

                           (1)      other than a default which:

                                    (A)      arises out of a breach of a
                                             Transaction Document by a person
                                             other than the Note Trustee or any
                                             person referred to in paragraph (b)
                                             in relation to the Note Trustee;



                                                                         PAGE 65
<PAGE>

                                    (B)      arises because some other act or
                                             omission is a precondition to the
                                             relevant act or omission of the
                                             Note Trustee, and that other act or
                                             omission does not occur;

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

                                    (D)      is in accordance with an
                                             instruction or direction given to
                                             it by any person in circumstances
                                             where that person is authorised to
                                             do so by any Transaction Document;
                                             and

                           (2)      in circumstances where had it not committed
                                    that default it would have been entitled to
                                    recoupment, reimbursement or a right of
                                    indemnity for its costs and expenses (if
                                    any) in complying with this Deed from the
                                    Fund.

                  (b)      A reference to the "fraud", "negligence" or "wilful
                           default" of the Note Trustee means the fraud,
                           negligence or wilful default of the Note Trustee and
                           of its officers or employees, but not of its agents
                           or delegates, unless the Note Trustee is liable for
                           the acts or omissions of such other person under the
                           terms of this Deed.

--------------------------------------------------------------------------------
27       PRIVACY

         (a)      Each party to this Deed acknowledges that Personal Information
                  may be exchanged between the parties pursuant to the terms of
                  this Deed.

         (b)      If Personal Information is exchanged between the parties, the
                  party which provides the Personal Information must ensure that
                  it obtains such consents, if any, as are required by the
                  Privacy Act 1988 (as amended by the Privacy Amendment (Private
                  Sector Act) 2000 to be obtained by that party in relation to
                  the collection, use or disclosure of the Personal Information.

         (c)      Each party to this Deed undertakes to use its best endeavours
                  to ensure that at all times during the term of this Deed:

                  (1)      Personal Information provided to it (the receiving
                           party) by another party (the providing party):

                           (A)      unless otherwise required by law, will be
                                    used only for the purpose of fulfilling the
                                    receiving party's obligations under the
                                    Transaction Documents; and

                           (B)      except as expressly provided pursuant to the
                                    Transaction Documents, will not be disclosed
                                    to any third party unless express consent in
                                    writing is obtained from the providing
                                    party; and

                  (2)      in addition to the obligation under clause 27(b)
                           above, it will comply with the Privacy Act 1988 (as
                           amended by the Privacy Amendment (Private Sector Act)
                           2000 and all applicable regulations, principles,
                           standards, codes of conduct or guidelines concerning
                           the handling of Personal Information under that Act
                           or


                                                                         PAGE 66
<PAGE>

                           with any request or direction arising directly from
                           or in connection with the proper exercise of the
                           functions of the Privacy Commissioner.

         (d)      In this clause 27 "Personal Information" has the same meaning
                  as in the Privacy Act 1988.

         (e)      Notwithstanding anything else contained in this clause 27,
                  paragraphs (a) to (c) above do not apply to the Note Trustee,
                  the Principal Paying Agent, the Calculation Agent or the Note
                  Registrar. Each of the Note Trustee, the Principal Paying
                  Agent, the Calculation Agent and the Note Registrar agrees to
                  comply with all privacy legislation applicable to it.





                                                                         PAGE 67
<PAGE>



--------------------------------------------------------------------------------
SCHEDULE 1 - MEETINGS PROCEDURES

--------------------------------------------------------------------------------
1        DEFINITIONS AND INCORPORATION OF TERMS

         (a)      In this Schedule, unless the context indicates a contrary
                  intention:

                  (1)      words and expressions which are defined in clause 1.1
                           of the above mentioned Security Trust Deed (the
                           "SECURITY TRUST DEED") or which are defined by virtue
                           of clause 1.2 of the Security Trust Deed have the
                           same meanings in this Schedule; and

                  (2)      a "holder" in relation to Secured Moneys shall be
                           construed as meaning a Bondholder (as defined in the
                           Master Trust Deed) in relation to any outstanding
                           Notes.

         (b)      The provisions of this Schedule regarding a meeting of the
                  Voting Secured Creditors shall apply, mutatis mutandis, to a
                  meeting of any class of Voting Secured Creditors.

--------------------------------------------------------------------------------
2        CONVENING OF MEETINGS

         (a)      GENERALLY

                  (1)      Subject to clause 16.3 of the Security Trust Deed the
                           Security Trustee or the Manager at any time may
                           convene a meeting of the Voting Secured Creditors.

                  (2)      Subject to clause 16.3 of the Security Trust Deed and
                           subject to the Security Trustee being indemnified to
                           its reasonable satisfaction against all costs and
                           expenses occasioned thereby, the Security Trustee
                           shall convene a meeting of the Voting Secured
                           Creditors if requested to do so:

                           (A)      by the Issuing Trustee;

                           (B)      in the case of a meeting to consider the
                                    initial enforcement of this Deed following
                                    the occurrence of an Event of Default where
                                    a meeting has not been convened by the
                                    Security Trustee in accordance with clause
                                    8.5 of the Security Trust Deed, by Voting
                                    Secured Creditors being holders of not less
                                    than 10% of the then Secured Moneys; and

                           (C)      in the case of a meeting following the
                                    enforcement of this Deed or a meeting to
                                    consider any matter which does not relate to
                                    the actual enforcement of this Deed, by
                                    Voting Secured Creditors being holders of
                                    not less than 10% of the then Secured
                                    Moneys.

         (b)      TIME AND PLACE



                                                                         PAGE 68
<PAGE>

                  (1)      Every meeting of Voting Secured Creditors shall be
                           held at such time and place as the Security Trustee
                           approves, provided (subject to sub-paragraph (2))
                           that any such meeting shall not be held until the
                           Class A Noteholders have determined how to direct the
                           Note Trustee to vote (as the case may be) in the
                           meeting of Voting Secured Creditors.

                  (2)      The proviso in sub-paragraph (1) shall not apply if:

                           (A)      the meeting of Class A Noteholders called in
                                    accordance with the Note Trust Deed for the
                                    purposes of sub-paragraph(1) is adjourned
                                    more than once; and

                           (B)      the Class A Noteholders' determination under
                                    sub-paragraph (1) is not made at the meeting
                                    or adjourned meeting (as the case may be).

--------------------------------------------------------------------------------
3        NOTICE OF MEETINGS

         (a)      Subject to clause 2(b), at least 7 days' notice (inclusive of
                  the day on which the notice is given and of the day on which
                  the meeting is held) shall be given to the Voting Secured
                  Creditors, the Beneficiary and all the Designated Rating
                  Agencies.

         (b)      Notwithstanding that a meeting is convened upon shorter notice
                  than as specified in clause 3(a), or a meeting or details of
                  that meeting are not notified, advised or approved in
                  accordance with this Schedule, it shall be deemed to be duly
                  convened if it is so agreed by the Voting Secured Creditors
                  representing a quorum (which quorum must include the Note
                  Trustee or the Class A Noteholders, as the case maybe).

         (c)      A copy of the notice shall in all cases be given by the party
                  to the Security Trust Deed convening the meeting to the other
                  parties to the Security Trust Deed.

         (d)      Notice of a meeting shall be given in the manner provided in
                  the Security Trust Deed.

         (e)      Notice of a meeting of Voting Secured Creditors must specify,
                  unless in any particular case the Security Trustee otherwise
                  agrees:

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

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

         (f)      The accidental omission to give notice to or the non-receipt
                  of notice by any person entitled to receive it shall not
                  invalidate the proceedings at any meeting.

--------------------------------------------------------------------------------
4        CHAIRMAN

         A person (who need not be a Voting Secured Creditor and who may be a
         representative of the Security Trustee) nominated in writing by the
         Security


                                                                         PAGE 69
<PAGE>

         Trustee shall be entitled to take the chair at every such meeting but
         if no such nomination is made or if at any meeting the person nominated
         shall not be present within 15 minutes after the time appointed for the
         holding of such meeting the Secured Creditors present shall choose one
         of their number to be chairman.

--------------------------------------------------------------------------------
5        QUORUM

         At any such meeting any two or more persons present in person holding,
         or being Representatives holding or representing, in the aggregate not
         less than 51% of the then Secured Moneys shall (except for the purpose
         of passing an Extraordinary Resolution) form a quorum for the
         transaction of business and no business (other than the choosing of a
         chairman) shall be transacted at any meeting unless the requisite
         quorum is present at the commencement of business. The quorum at any
         such meeting for passing an Extraordinary Resolution shall be persons
         present holding, or being Representatives holding or representing, in
         aggregate 67% or more of the then Secured Moneys.

--------------------------------------------------------------------------------
6        ADJOURNMENT

         (a)      If within 15 minutes from the time appointed for any such
                  meeting a quorum is not present the meeting shall, if convened
                  upon the requisition of Secured Creditors be dissolved. In any
                  other case it shall stand adjourned (unless the Security
                  Trustee agrees that it be dissolved) for such period, not
                  being less than 7 days nor more than 42 days, as may be
                  appointed by the chairman. At such adjourned meeting two or
                  more persons present in person holding, or being
                  Representatives holding or representing in the aggregate not
                  less than 15% of the then, Secured Moneys shall (except for
                  the purpose of passing an Extraordinary Resolution) form a
                  quorum and shall have the power to pass any resolution and to
                  decide upon all matters which could properly have been dealt
                  with at the meetings from which the adjournment took place had
                  a quorum been present at such meeting. The quorum at any such
                  adjourned meeting for passing an Extraordinary Resolution
                  shall be two or more persons present in person holding, or
                  being Representatives holding or representing in the aggregate
                  not less than 20% of the then Secured Moneys.

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

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



                                                                         PAGE 70
<PAGE>

--------------------------------------------------------------------------------
7        VOTING PROCEDURE

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

         (b)      At any meeting, unless a poll is (before or on the declaration
                  of the result of the show of hands) demanded by the chairman,
                  the Issuing Trustee, the Manager or the Security Trustee or by
                  one or more persons holding, or being Representatives holding
                  or representing, in aggregate not less than 15 % of the then
                  Secured Moneys, a declaration by the chairman that a
                  resolution has been carried by a particular majority or lost
                  or not carried by any particular majority shall be conclusive
                  evidence of the fact without proof of the number or proportion
                  of the votes recorded in favour of or against such resolution.

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

         (d)      Any poll demanded at any meeting on the election of a chairman
                  or on any question of adjournment shall be taken at the
                  meeting without adjournment.

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

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

                  (2)      on a poll, every person who is present shall have one
                           vote for each US$100 (but not part thereof) of the
                           Secured Moneys that he holds or in respect of which
                           he is a Representative.

                  Any person entitled to more than one vote need not use or cast
                  all of the votes to which he is entitled in the same way.

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

                  For the purpose of determining the amount of Secured Moneys at
                  any time, the Security Trustee may rely on the Accounts of the
                  Issuing Trustee and any information provided by the Auditor of
                  the Issuing Trustee. Clause 25.18 of the Security Trust Deed
                  will apply to any determination of Secured Moneys for the
                  definition of Voting Secured Creditors and this Schedule 1.



                                                                         PAGE 71
<PAGE>

--------------------------------------------------------------------------------
8        RIGHT TO ATTEND AND SPEAK

         The Issuing Trustee, the Manager and the Security Trustee (through
         their respective representatives) and their respective financial and
         legal advisers shall be entitled to attend and speak at any meeting of
         Voting Secured Creditors. No person shall otherwise be entitled to
         attend or vote at any meeting of the Voting Secured Creditors or to
         join with others in requesting the convening of such a meeting unless
         he is a Voting Secured Creditor or is a Representative.

--------------------------------------------------------------------------------
9        APPOINTMENT OF PROXIES

         (a)      Each appointment of a proxy shall be in writing and, together
                  (if so required by the Security Trustee) with proof
                  satisfactory to the Security Trustee of its due execution,
                  shall be deposited at the registered office of the Security
                  Trustee or at such other place as the Security Trustee shall
                  designate or approve not less than 24 hours before the time
                  appointed for holding the meeting or adjourned meeting at
                  which the named proxy proposes to vote and in default, the
                  appointment of proxy shall not be treated as valid unless the
                  chairman of the meeting decides otherwise before such meeting
                  or adjourned meeting proceeds to business. A notarially
                  certified copy proof as aforesaid (if applicable) of due
                  execution shall if required by the Security Trustee be
                  produced by the proxy at the meeting or adjourned meeting but
                  the Security Trustee shall not thereby be obliged to
                  investigate or be concerned with the validity of, or the
                  authority of, the proxy named in any such appointment. The
                  proxy named in any appointment of proxy need not be a Voting
                  Secured Creditor. (b) Any vote given in accordance with the
                  terms of an appointment of proxy conforming with clause 9(a)
                  shall be valid notwithstanding the previous revocation or
                  amendment of the appointment of proxy or of any of the Voting
                  Secured Creditor's instructions pursuant to which it was
                  executed, provided that no intimation in writing of such
                  revocation or amendment shall have been received by the
                  Security Trustee at its registered office or by the chairman
                  of the meeting in each case not less than 24 hours before the
                  commencement of the meeting or adjourned meeting at which the
                  appointment of proxy is used.

--------------------------------------------------------------------------------
10       CORPORATE REPRESENTATIVES

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



                                                                         PAGE 72
<PAGE>

--------------------------------------------------------------------------------
11       RIGHTS OF REPRESENTATIVES

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

--------------------------------------------------------------------------------
12       EXTRAORDINARY RESOLUTIONS

         (a)      A meeting of Voting Secured Creditors shall, without prejudice
                  to any rights or powers conferred on other persons by the
                  Security Trust Deed, have power exercisable by Extraordinary
                  Resolution:

                  (1)      to direct the Security Trustee in the action that
                           should be taken by it following the occurrence of an
                           Event of Default or the charge or the Security Trust
                           Deed becoming enforceable;

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

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

                  (4)      subject to clause 12(b)(2), to postpone the day when
                           the Secured Moneys or any part thereof become payable
                           and to suspend or postpone for a time the payment of
                           the Secured Moneys or any part thereof;

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

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

                  (7)      to assent to any alteration, addition or modification
                           of the Master Trust Deed or the Supplementary Bond
                           Terms Notice which shall be proposed by the Issuing
                           Trustee or the Manager;

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

                  (9)      to appoint any persons (whether Voting Secured
                           Creditors or not) as a committee or committees to
                           represent the interests of the Voting Secured
                           Creditors and to confer upon such committee or


                                                                         PAGE 73
<PAGE>

                           committees any powers or discretions which the Voting
                           Secured Creditors could themselves exercise by
                           Extraordinary Resolution;

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

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

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

                  (13)     to authorise the Security Trustee or any other person
                           to concur in and execute and do all such documents,
                           acts and things as may be necessary to carry out and
                           give effect to any Extraordinary Resolution; and

                  (14)     to determine whether the Security Trustee should or
                           should not perform any act and any such Extraordinary
                           Resolution will (where relevant and in accordance
                           with clause 16.3 of the Security Trust Deed) override
                           any decision by the Note Trustee.

         (b)      A meeting of Voting Secured Creditors shall not have power in
                  relation to any Secured Creditor (without the consent of each
                  such Secured Creditor) to:

                  (1)      release any obligation to pay any of the Secured
                           Moneys to that Secured Creditor;

                  (2)      alter any date upon which any of the Secured Moneys
                           is payable or otherwise do any thing referred to in
                           clause 12(a)(4);

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

                  (4)      alter clause 12.1 of the Security Trust Deed in
                           relation to that Secured Creditor without the consent
                           of that Secured Creditor.

--------------------------------------------------------------------------------
13       RESOLUTION BINDING ON VOTING SECURED CREDITORS

         Subject to clause 12(b), a resolution passed at a meeting of the Voting
         Secured Creditors duly convened and held in accordance with this
         Schedule 1 shall be binding upon all Voting Secured Creditors whether
         or not present at such meeting and each of the Voting Secured Creditors
         and the Issuing Trustee, the Manager and the Security Trustee shall be
         bound to give effect thereto accordingly.

--------------------------------------------------------------------------------
14       MINUTES AND RECORDS

         Minutes of all resolutions and proceedings at every such meeting as
         aforesaid shall be made and duly entered in the books to be from time
         to time provided for


                                                                         PAGE 74
<PAGE>

         that purpose by the Security Trustee and any such minutes as aforesaid
         if purporting to be signed by the chairman of the meeting at which such
         resolutions were passed or proceedings transacted or by the chairman of
         the next succeeding meeting of the Voting Secured Creditors shall be
         conclusive evidence of the matters therein contained and until the
         contrary is proved provided every such meeting in respect of the
         proceedings of which minutes have been made and signed as aforesaid
         shall be deemed to have been duly convened and held and all resolutions
         passed or proceedings transacted thereat to have been duly passed and
         transacted.

--------------------------------------------------------------------------------
15       WRITTEN RESOLUTIONS

         Notwithstanding the preceding provisions of this Schedule 1, a
         resolution of all the Voting Secured Creditors (including an
         Extraordinary Resolution) may be passed, without any meeting or
         previous notice being required, by an instrument or instruments in
         writing which have:

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

         (b)      any such instrument shall be effective upon presentation to
                  the Voting Security Trustee for entry in the records referred
                  to in clause 14.

--------------------------------------------------------------------------------
16       FURTHER PROCEDURES FOR MEETINGS

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

         (a)      so as to satisfy itself that persons are in fact Voting
                  Secured Creditors who purport to requisition a meeting or who
                  purport to make any requisition to the Security Trustee in
                  accordance with the Security Trust Deed;

         (b)      so as to satisfy itself that persons who purport to attend or
                  vote at any meeting of Voting Secured Creditors are entitled
                  to do so in accordance with this Schedule 1 and the Security
                  Trust Deed; and

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




                                                                         PAGE 75
<PAGE>



--------------------------------------------------------------------------------
EXECUTED AS A DEED IN CANBERRA:

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


-------------------------------------   ----------------------------------------
Witness                                 Attorney


-------------------------------------   ----------------------------------------
Name (please print)                     Name (please print)





SIGNED SEALED AND DELIVERED for
ME PORTFOLIO MANAGEMENT LIMITED
by its attorney in the
presence of:


-------------------------------------   ----------------------------------------
Witness                                 Attorney


-------------------------------------   ----------------------------------------
Name (please print)                     Name (please print)




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


-------------------------------------   ----------------------------------------
Witness                                 Attorney


-------------------------------------   ----------------------------------------
Name (please print)                     Name (please print)






                                                                         PAGE 76
<PAGE>

SIGNED SEALED AND DELIVERED for
and on behalf of THE BANK OF NEW YORK
by its Authorised Officer in the
presence of:



-------------------------------------   ----------------------------------------
Witness                                 Authorised Officer


-------------------------------------   ----------------------------------------
Name (please print)                     Name (please print)







                                                                         PAGE 77