<PAGE>

                                                                     Exhibit 4.4



                       ---------------------------------
                        DATED







                            KINGFISHER MASTER TRUSTS
                          GLOBAL MASTER SECURITY TRUST
                                      DEED


                            PERPETUAL TRUSTEE COMPANY
                                     LIMITED
                                   ("TRUSTEE")
                                  P.T. LIMITED
                              ("SECURITY TRUSTEE")
                             ANZ CAPEL COURT LIMITED
                                ("TRUST MANAGER")
                         THE BANK OF NEW YORK, NEW YORK
                                     BRANCH
                                ("NOTE TRUSTEE")
















                            MALLESONS STEPHEN JAQUES
                                   Solicitors

                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                            Telephone (02) 9296 2000
                               Fax (02) 9296 3999
                                  DX 113 Sydney
                                  Ref: SRF:BCC

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                                                                              1
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CONTENTS               KINGFISHER MASTER TRUSTS
                       GLOBAL MASTER SECURITY TRUST DEED
--------------------------------------------------------------------------------


                       1     INTERPRETATION                                  1

                             Definitions Schedule                            2
                             Miscellaneous                                   2

                       2     DECLARATION OF SECURITY TRUST                   2

                             Declaration of Security Trust                   2
                             Commencement and Termination                    2
                             Name of Security Trust                          2
                             Rights of Secured Creditors                     3

                       3     PAYMENTS                                        3

                             Payment to Security Trustee                     3
                             Discharge by Payment to Secured Creditors       3
                             Election by Security Trustee                    4

                       4     COVENANTS BY TRUSTEE                            4

                             General Covenants                               4
                             Covenants in respect of Secured Property        5
                             Trust Manager Undertakings                      6

                       5     FURTHER ASSURANCES                              6

                             Trustee Assurances                              6
                             Completion of Instruments                       7
                             Registration of Charge                          7

                       6     REPRESENTATIONS AND WARRANTIES                  7

                             Trust Manager representation and warranties     8

                       7     GENERAL POWERS, RIGHTS AND RESPONSIBILITIES     8

                             Power to Invest                                 8
                             Other Powers                                    8
                             Discretion of Security Trustee as to Exercise
                               of Powers                                     9
                             Limitation on Security Trustee's Actions        9
                             Limitations on Security Trustee's
                               Responsibility                                9
                             No Liability                                   10
                             Security Trustee not responsible for
                               monitoring                                   10
                             Security Trustee's Further Duties              11
                             Acceptance of Certificates etc.                12
                             Act on Opinion of Experts                      12
                             Right to Rectify                               13
                             Consent to Dealings                            13
                             Ascertain Event of Default                     13
                             No duty to investigate                         13
                             Liability must be limited                      14
                             Not use own funds                              14
                             Cover for costs                                14
                             Receipt of instructions                        14
                             Dispute or ambiguity                           15
                             No liability for documents                     15

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                                                                              2
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                             Conflict of duty                               15
                             Indemnity                                      15
                             Delegation                                     16
                             No Liability                                   16

                       8     CRYSTALLISATION OF FLOATING CHARGE             17

                             Crystallisation                                17
                             Replacement of fixed charge with floating
                               charge                                       17
                             Subsequent dealing                             18
                             Further charge                                 18

                       9     SECURITY TRUSTEE TO CONVENE MEETINGS           18

                             Convene Meetings                               18
                             Extraordinary Resolutions                      19
                             Notice                                         19
                             No obligation to appoint Receiver              19
                             Waiver of Event of Default                     20
                             Meetings                                       20
                             Trust Manager convenes meeting                 20
                             Secured Creditors convene meeting              20
                             Notice of Event of Default                     20
                             Notice of action to remedy Event of Default    20
                             Limitation on rights of Secured Creditors      20

                       10    MEETING OF VOTING SECURED CREDITORS            21

                             Notice of Meeting                              21
                             Advertisement of Meeting in Newspaper          21
                             Quorum                                         22
                             Quorum at Adjourned Meeting                    22
                             Chairman                                       22
                             Voting                                         22
                             Votes                                          23
                             Voting by Joint Note Holders                   23
                             Voting by Corporation                          24
                             Voting by Person of Unsound Mind               24
                             Objection to Voter's Qualification             24
                             Method of Voting                               24
                             Proxy Instrument                               24
                             Attendance at Meetings and Appointment of Proxy24
                             Voting Authority to be Deposited with Security
                             Trustee                                        24
                             Form of Proxy                                  25
                             Proxy - Effect of Death or Insanity            25
                             Determination of Voting                        25
                             Adjournment                                    25
                             Effect of Resolution                           25
                             Minutes                                        26

                       11    APPOINTMENT OF RECEIVER                        26

                             Appointment                                    26
                             New Receiver                                   26
                             No Liability for Receiver                      26
                             Two or more Receivers                          27
                             Appointment over part                          27
                             Indemnity to Receiver                          27

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                                                                              3
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                       12    POWERS OF RECEIVER                             27

                       13    POWERS OF SECURITY TRUSTEE AND EXCLUSION OF
                             STATUTORY NOTICES                              29

                             Security Trustee has powers of Receiver        29
                             No liability as mortgagee in possession        29
                             Give up possession of Secured Property         30
                             Exclusion of notices                           30
                             No duty as chargee                             30

                       14    COSTS, CHARGES, EXPENSES AND INDEMNITIES       31

                             Indemnity by Trustee                           31
                             Extent of Indemnity                            31
                             Costs of experts                               32
                             GST                                            32

                       15    APPLICATION OF MONEY                           32

                             Application                                    32
                             Crediting                                      32
                             Suspense account                               32

                       16    REMUNERATION AND RETIREMENT OF SECURITY TRUSTEE
                             AND DEALINGS WITH SECURITY TRUST               33

                             Remuneration                                   33
                             Mandatory Retirement                           33
                             Removal by Trust Manager                       34
                             Voluntary Retirement                           34
                             Appointment of new Security Trustee by Voting
                             Secured Creditors                              34
                             Release of Security Trustee                    34
                             Vesting of Trust Fund in new Security Trustee  35
                             New Security Trustee to Execute Deed           35
                             Security Trustee Further Assurance             35
                             Dealings with Trust                            35

                       17    PRESERVATION OF SECURITY TRUSTEE'S RIGHTS      37

                             Liabilities of Trustee not affected            37
                             Continuing Security                            37
                             Other rights unaffected                        38
                             Purchaser from Security Trustee                38

                       18    POWER OF ATTORNEY                              38

                             Attorney of Trustee                            38
                             Attorney's Powers                              38
                             Ratification by Trustee                        39

                       19    NOTICES                                        39

                             Form                                           39
                             Time effective                                 40
                             Receipt                                        40

                       20    RELEASE AND ASSIGNMENT                         40

                             Release                                        40
                             Assignment                                     41

<PAGE>

                                                                              4
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                       21    MISCELLANEOUS                                  41

                             Certificate                                    41
                             Exercise of rights                             41
                             Waiver and variation                           41
                             Supervening legislation                        41
                             Approvals and consent                          41
                             Remedies cumulative                            42
                             Indemnities                                    42
                             Time of the essence                            42
                             Receipts                                       42
                             Acknowledgment                                 42

                       22    AMENDMENT TO GLOBAL MASTER SECURITY TRUST DEED
                             AND DEED OF CHARGE                             42

                             Amendments                                     42
                             Consent required                               43
                             Amendments prejudicial to Voting Secured
                             Creditors of a Class                           43
                             Amendments prejudicial to all Voting Secured
                             Creditors                                      43
                             Consent to Payment Modification in
                             relation to Notes                              44
                             Unconditional Rights of Note Holders to
                             Receive Principal and Interest                 44

                       23    GOVERNING LAW, JURISDICTION AND SERVICE OF
                             PROCESS                                        44

                             Governing Law                                  44
                             Non-exclusive jurisdiction                     44
                             Service of process                             45

                       24    COUNTERPARTS                                   45


                       25    LIMITED RECOURSE                               45

                             Limitation on Trustee's liability              45
                             Claims against Trustee                         45
                             Breach of trust                                45
                             Acts or omissions                              45
                             No obligation                                  46
                             Security Trustee Liability                     46

                       26    RELEVANT NOTE TRUSTEE                          46

                             Capacity                                       46
                             Exercise of rights                             47
                             Instructions or directions                     47
                             Voting at Meetings                             47
                             Payments                                       47
                             Notices                                        47
                             Limitation of relevant Note Trustee's
                             Liability                                      47


<PAGE>

                                                                              1
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                            KINGFISHER MASTER TRUSTS
                        GLOBAL MASTER SECURITY TRUST DEED

DATE:                   16 May 2001

PARTIES:                PERPETUAL TRUSTEE COMPANY LIMITED
                        (ABN 42 000 001 007) having its registered office at
                        Level 7, 39 Hunter Street, Sydney NSW 2000 ("TRUSTEE")
                        P.T. LIMITED (ABN 67 004 454 666) having its registered
                        office at Level 7, 39 Hunter Street, Sydney NSW 2000
                        ("SECURITY TRUSTEE")
                        ANZ CAPEL COURT LIMITED (ABN 30 004 768 807) having its
                        registered office at Level 17, 530 Collins Street,
                        Melbourne, Victoria, 3000("TRUST MANAGER")
                        THE BANK OF NEW YORK, NEW YORK BRANCH, a New York
                        banking corporation acting through its New York branch
                        at 101 Barclay Street, 21W, New York, New York 10286
                        ("NOTE TRUSTEE")

RECITALS:
                  A.    The Trustee is the trustee, and the Trust Manager is the
                        manager, of each Trust which is or will be established
                        pursuant to the Master Trust Deed and a Notice of
                        Creation of Trust, and which will be regulated by a
                        Supplemental Deed which provides for either this deed or
                        the Master Security Trust Deed to apply to that Trust.

                  B.    Pursuant to the Master Trust Deed, the Trustee has the
                        power to raise money by issuing Notes and will be doing
                        so in accordance with the terms of the Master Trust
                        Deed.

                  C.    As security for its obligations to the Secured Creditors
                        of a Trust, the Trustee, as trustee of that Trust, will
                        grant to the Security Trustee a charge over all of the
                        Assets of that Trust for the benefit of those Secured
                        Creditors.

                  D.    The Trustee of a Trust has the power under the Master
                        Trust Deed to grant the Charge evidenced in the relevant
                        Deed of Charge.

                  E.    The Security Trustee of each Security Trust will act as
                        trustee for the Secured Creditors and hold the benefit
                        of the Charge on trust for the Secured Creditors and
                        otherwise act in accordance with this deed and the
                        relevant Deed of Charge.

                  F.    The Note Trustee may have certain rights and obligations
                        under this deed in respect of a Trust in its capacity as
                        a Voting Secured Creditor, of that Trust.

OPERATIVE PROVISIONS:

1        INTERPRETATION
--------------------------------------------------------------------------------

                  1.1   The following words have these meanings in this deed
                        unless the contrary intention appears.

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                                                                              2
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                        DEFINITIONS SCHEDULE means the deed called "Kingfisher
                        Master Trusts Master Definitions Schedule" dated 1
                        August 2000 and made between the Trustee, the Security
                        Trustee and the Trust Manager as amended by the deed
                        entitled "Kingfisher Master Trusts Amending Deed" dated
                        on or about the date of this deed.

DEFINITIONS SCHEDULE
                  1.2   Except to the extent to which words and phrases are
                        otherwise defined in this deed, words and phrases
                        defined in the Definitions Schedule or in the
                        Supplemental Deed for a Trust shall bear the same
                        meaning in this deed when used in respect of that Trust.
                        In the event of any inconsistency between a definition
                        in the Definitions Schedule and the Supplemental Deed
                        for a Trust, the definitions in the Supplemental Deed
                        will prevail. No change to the Definitions Schedule or
                        to the Supplemental Deed for a Trust will affect the
                        interpretation of this deed unless the change has been
                        agreed to by the Security Trustee.

MISCELLANEOUS
                  1.3   Clauses 1.2 to 1.5 (inclusive) of the Definitions
                        Schedule are deemed to be incorporated in this deed as
                        if they were set out in full.

                  1.4   The Trustee, the Trust Manager, the Security Trustee and
                        the Note Trustee will only have rights and obligations
                        under this deed in respect of a Trust where the
                        Supplemental Deed for that Trust specifies that this
                        deed (and the Deed of Charge relating to that Trust) is
                        to apply to that Trust.


2        DECLARATION OF SECURITY TRUST
--------------------------------------------------------------------------------
DECLARATION OF SECURITY TRUST
                  2.1   The Security Trustee declares that it holds the sum of
                        $10 (contributed by the Trust Manager) and will hold the
                        Trust Fund in respect of each Security Trust on trust
                        for persons who are the Secured Creditors of the Trust
                        referable to that Security Trust from time to time.

COMMENCEMENT AND TERMINATION
                  2.2   A Security Trust will commence on the date on which the
                        Deed of Charge in respect of that Security Trust is
                        executed and terminates on the earlier of:

                        (a)   the Vesting Date in respect of that Security
                              Trust; and

                        (b)   the date on which the related Trust is terminated
                              in accordance with the Master Trust Deed.

NAME OF SECURITY TRUST
                  2.3   The name of each Security Trust will be the "Kingfisher
                        Mortgage Securities X-Y Security Trust", where X is the
                        year in which the relevant Security Trust is created and
                        Y is the consecutive number of the Security Trust
                        created in that year (or such other name agreed between
                        the Trustee, the Security Trustee and the Trust
                        Manager).

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                                                                              3
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RIGHTS OF SECURED CREDITORS
                  2.4   The Secured Creditors of a Security Trust are bound by,
                        and are deemed to have notice of, the provisions of the
                        Transaction Documents of the Trust to which the Security
                        Trust relates. The rights of the Secured Creditors of a
                        Security Trust are limited by the terms of such
                        Transaction Documents.

                  2.5   Without limiting clause 2.4, no Secured Creditor in
                        respect of a Trust is entitled (other than as permitted
                        by this deed or any other Transaction Document in
                        respect of that Trust) to:

                        (a)   interfere with any Trust or any rights or powers
                              of the Trust Manager or the Trustee under the
                              Master Trust Deed or any other Transaction
                              Document in respect of that Trust;

                        (b)   exercise a right in respect of an Asset of any
                              Trust or lodge a caveat or other notice affecting
                              an Asset of any Trust or otherwise claim any
                              interest in an Asset of any Trust;

                        (c)   subject to the Transaction Documents for that
                              Trust, require the transfer to it of any Asset of
                              any Trust;

                        (d)   seek to terminate or wind up any Trust;

                        (e)   have any recourse whatsoever to the Trustee or the
                              Trust Manager in its personal capacity except in
                              the case of fraud, gross negligence or wilful
                              default on the part of the Trustee or the Trust
                              Manager (as the case may be); or

                        (f)   seek to remove the Trustee or the Trust Manager.

                        However, nothing in this clause prevents a Secured
                        Creditor from:

                         (i)   exercising its rights in connection with any
                                 Transaction Document in respect of that Trust;

                         (ii)  taking proceedings to obtain an injunction or
                                 other order to restrain any breach of any
                                 Transaction Document in respect of that Trust;
                                 or

                        (iii)  taking proceedings to obtain declaratory relief
                                 in relation to any Transaction Document in
                                 respect of that Trust.


3     PAYMENTS
--------------------------------------------------------------------------------
PAYMENT TO SECURITY TRUSTEE
                  3.1   Subject to clause 3.2, the Trustee agrees to pay the
                        Secured Money referable to a Trust to the Security
                        Trustee in accordance with the terms of the Transaction
                        Documents for that Trust.

DISCHARGE BY PAYMENT TO SECURED CREDITORS
                  3.2
                        (a)   The payment of the Secured Money of a Trust by the
                              Trustee to a Secured Creditor of that Trust in
                              accordance with the

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                                                                              4
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                              terms of the Transaction Documents for that Trust
                              will discharge the Trustee from any obligation to
                              pay that amount to the Security Trustee in
                              accordance with clause 3.1.

                        (b)   Clause 3.2(a) does not affect or limit the
                              obligation of the Trustee to pay to the Security
                              Trustee any Secured Money of a Trust payable to
                              the Security Trustee on its own account pursuant
                              to the terms of any Transaction Document for that
                              Trust.

ELECTION BY SECURITY TRUSTEE
                  3.3   The Security Trustee may elect, at any time after an
                        Event of Default has occurred in respect of a Trust, to
                        require payment to it of all or part of the Secured
                        Money for that Trust. Clause 3.2(a) will not apply if
                        any such election is made by the Security Trustee.


4     COVENANTS BY TRUSTEE
--------------------------------------------------------------------------------
GENERAL COVENANTS
                  4.1   The Trustee, in respect of each Trust, agrees to:

                        (a)   (OBSERVE MASTER TRUST DEED) observe the terms of
                              the Master Trust Deed and the Supplemental Deed
                              for that Trust in dealing with the Secured
                              Property of that Trust;

                        (b)   (COPY OF REGISTER OF NOTE HOLDERS) at the same
                              time or as soon as practicable after a notice
                              referred to in clause 4.1(e) is given to the
                              Security Trustee, provide to the Security Trustee:

                              (i)  a current copy of the Register of Note
                                   Holders of that Trust maintained in
                                   accordance with the Master Trust Deed;

                             (ii)  details (including notice details) of each
                                   Secured Creditor of that Trust; and

                            (iii)  details of the Secured Money owing to each
                                   Secured Creditor of that Trust;

                        (c)   (PROVIDE INFORMATION) upon request from the
                              Security Trustee (acting reasonably), provide to
                              the Security Trustee such information, copies of
                              any accounting records and other documents,
                              statements and reports required to be maintained
                              by, or that are otherwise in the possession of,
                              the Trustee, or which the Trustee is entitled to
                              obtain from any person (including information and
                              documents referred to in clause 4.1(b));

                        (d)   (DEPOSIT DOCUMENTS) if the Charge in respect of
                              that Trust has taken effect as a fixed charge,
                              deposit with the Security Trustee immediately or
                              as soon as the Trustee receives them:

                              (i)  anything evidencing a Security Interest in
                                   respect of that Trust and any document of
                                   title given to the

<PAGE>

                                                                              5
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                                   Trustee to secure the payment of a monetary
                                   obligation to the Trustee in respect of that
                                   Trust; and

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

                        (e)   (EVENT OF DEFAULT) notify and provide the Security
                              Trustee and each Designated Rating Agency with
                              details of any Event of Default in respect of that
                              Trust of which it becomes actually aware;

                        (f)   (ACTIONS) do all such things as are necessary or
                              appropriate to give effect to the provisions of
                              this deed and the Deed of Charge for that Trust;

                        (g)   (OTHER BUSINESS) not engage in any business or
                              other activities other than those contemplated by
                              the Transaction Documents for the Trust;

                        (h)   (INSOLVENCY PROCEEDINGS) not take any steps to
                              commence or initiate any insolvency, dissolution,
                              consolidation, merger or other similar proceedings
                              in respect of the Trust unless each Designated
                              Rating Agency confirms that such proceedings will
                              not result in the downgrade, reduction or
                              withdrawal of the Required Credit Rating in
                              respect of the Trust;

                        (i)   (OTHER INDEBTEDNESS) not incur any financial
                              indebtedness in respect of the Trust except as
                              contemplated by the Transaction Documents for the
                              Trust;

                        (j)   (SEPARATENESS) conduct the business and operations
                              of the Trust in a manner which is separate from,
                              and on an arm's length basis with all other
                              business conducted by the Trustee;

                        (k)   (SUBSIDIARIES) not establish any subsidiaries; and

                        (l)   (BANK ACCOUNTS) not open or maintain any bank
                              accounts in respect of the Trust other than as
                              contemplated by the Transaction Documents for that
                              Trust.

COVENANTS IN RESPECT OF SECURED PROPERTY
                  4.2   The Trustee, in respect of each Trust, will not:

                        (a)   dispose of, deal with or part with possession of
                              any interest in the Secured Property of that Trust
                              over which the Charge in respect of that Trust is
                              floating in any manner except as permitted by the
                              Transaction Documents;

                        (b)   without the prior written consent of the Security
                              Trustee, dispose of, deal with or part with
                              possession of any interest in, or permit a set-off
                              or combination of, accounts in respect of the
                              Secured Property of that Trust over which the
                              Charge in respect of that Trust is fixed in any
                              manner except as permitted by the Transaction
                              Documents; or

<PAGE>

                                                                              6
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                        (c)   without the prior written consent of the Security
                              Trustee, create or allow to come into existence an
                              Encumbrance (other than pursuant to this deed or
                              the Deed of Charge in respect of that Trust) which
                              affects any Secured Property of that Trust (except
                              an Encumbrance which is created by the operation
                              of law or as permitted by the Transaction
                              Documents for that Trust).

                  4.3   If the Trustee creates or allows to exist an Encumbrance
                        over any Secured Property of a Trust in breach of clause
                        4.2(c), without the consent of the Security Trustee,
                        then, despite anything contained in this deed or any
                        other agreement in connection with the provision of the
                        Secured Money in respect of that Trust:

                        (a)   the Trustee must immediately procure that; and

                        (b)   the Security Trustee and the Secured Creditors of
                              that Trust need not provide any further
                              accommodation which would form part of the Secured
                              Money of that Trust until the Trustee procures
                              that,

                        a priority agreement is entered into between the
                        Trustee, the Security Trustee and the encumbrancer in a
                        form acceptable to the Security Trustee. The Security
                        Trustee's other rights which arise if the Trustee so
                        creates or allows to exist an Encumbrance are not
                        affected by this clause 4.3. The Trustee must provide
                        each Designated Rating Agency with written notice of the
                        creation or existence of the Encumbrance.

TRUST MANAGER UNDERTAKINGS
                  4.4   The Trust Manager undertakes to the Trustee and the
                        Security Trustee that it will not knowingly give any
                        direction to the Trustee under the Transaction Documents
                        which would, if complied with, result in the Trustee
                        breaching the terms of this deed or any other
                        Transaction Document.

                  4.5   At the request of the Trustee or the Security Trustee,
                        the Trust Manager must provide to the Trustee or the
                        Security Trustee, as the case may be, the information
                        and other material referred to in clauses 4.1(b)(ii) and
                        (iii) and clause 4.1(c) to the extent that such
                        information is in the possession of the Trust Manager or
                        which the Trust Manager is entitled to obtain from any
                        person and the Trust Manager is permitted, under any
                        applicable privacy legislation, to provide that
                        information or material to the Trustee or the Security
                        Trustee, as the case may be.


5     FURTHER ASSURANCES
--------------------------------------------------------------------------------
TRUSTEE ASSURANCES
                  5.1   The Trustee, in respect of each Trust, agrees to:

                        (a)   execute in favour of the Security Trustee, or as
                              the Security Trustee directs, and in a form
                              acceptable to the Security Trustee, further
                              documents; and

<PAGE>

                                                                              7
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                        (b)   do the things the Security Trustee stipulates,

                        to provide more effective security to the Security
                        Trustee over the Secured Property of the relevant Trust,
                        for the payment of the Secured Money of the relevant
                        Trust and to enable the Security Trustee to exercise its
                        rights in connection with that Secured Property.

COMPLETION OF INSTRUMENTS
                  5.2   An Authorised Officer of the Security Trustee may fill
                        in any blanks in this deed and in any Deed of Charge and
                        complete in favour of the Security Trustee or anyone
                        purchasing under the powers given by this deed any
                        instrument executed by or on behalf of the Trustee in
                        blank and deposited with the Security Trustee in
                        connection with this deed or any Deed of Charge.

REGISTRATION OF CHARGE
                  5.3   The Trust Manager (on behalf of the Security Trustee)
                        must register the Charge in respect of each Trust at the
                        Trustee's expense as a charge on the register of charges
                        maintained by the Australian Securities and Investments
                        Commission under the Corporations Law. The Trustee
                        agrees to procure execution of all documents required by
                        the Trust Manager which are necessary to register each
                        such Charge and to provide evidence to the Security
                        Trustee promptly after registration is completed.


6     REPRESENTATIONS AND WARRANTIES
--------------------------------------------------------------------------------
                  6.1   The Trustee, as trustee of each Trust, represents and
                        warrants that:

                        (a)   (NO BREACH) it is not in breach of any material
                              provision of the Master Trust Deed or the relevant
                              Supplemental Deed;

                        (b)   (POWER) it has power to enter into this deed and
                              the Deed of Charge in respect of the Trust, and to
                              observe its obligations under them and to allow
                              them to be enforced;

                        (c)   (AUTHORISATIONS) it has in full force and effect
                              the authorisations necessary to exercise the
                              powers referred to in paragraph (b) above;

                        (d)   (NO CONTRAVENTION) this deed, the Deed of Charge
                              in respect of the Trust and the transactions under
                              them do not contravene its constituent documents
                              or any law, regulation or official directive or
                              any of its obligations or undertakings by which it
                              or any of its assets are bound;

                        (e)   (CREATION OF TRUST) the Trust has been validly
                              created;

                        (f)   (APPOINTMENT OF TRUSTEE) the Trustee has been
                              validly appointed as the trustee of the Trust;

                        (g)   (SOLE TRUSTEE) the Trustee is the sole trustee of
                              the Trust;

<PAGE>

                                                                              8
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                        (h)   (NO REMOVAL) so far as the Trustee is aware, there
                              are no proceedings to remove the Trustee as
                              trustee; and

                        (i)   (TITLE) it is the legal owner, or owner in equity,
                              of the Secured Property.

TRUST MANAGER REPRESENTATION AND WARRANTIES
                  6.2   The Trust Manager, as manager of each Trust, represents
                        and warrants that:

                        (a)   (NO BREACH) it is not in breach of any material
                              provision of the Master Trust Deed;

                        (b)   (POWER) it has the power to enter into this deed
                              and the Deed of Charge in respect of the Trust,
                              and to observe its obligations under them and
                              allow them to be enforced;

                        (c)   (AUTHORISATIONS) it has in full force and effect
                              the authorisations necessary to exercise the
                              powers referred to in paragraph (b);

                        (d)   (NO CONTRAVENTION) this deed, the Deed of Charge
                              and the transactions under them do not contravene
                              its constituent documents or any law, regulation
                              or official directive or any of its obligations or
                              undertakings by which it or any of its assets are
                              bound;

                        (e)   (APPOINTMENT OF TRUST MANAGER) the Trust Manager
                              has been validly appointed as trust manager of the
                              Trust; and

                        (f)   (NO REMOVAL) as far as the Trust Manager is aware,
                              there are no proceedings to remove the Trust
                              Manager as trust manager.

                  6.3   The representations and warranties in clauses 6.1 and
                        6.2 are taken to be made in respect of a Trust on the
                        date of execution of the Deed of Charge for that Trust.


7     GENERAL POWERS, RIGHTS AND RESPONSIBILITIES
--------------------------------------------------------------------------------
POWER TO INVEST
                  7.1   All moneys received by the Security Trustee and not
                        required to be applied immediately under any of the
                        discretions or powers contained in this deed may be
                        placed at the time by the Security Trustee in Authorised
                        Investments.

OTHER POWERS
                  7.2   The Security Trustee may, whenever it thinks it
                        expedient in the interests of the Secured Creditors of a
                        Trust, apply to any court for directions in relation to
                        any question of law or fact arising either before or
                        after an Event of Default in respect of that Trust and
                        assent to, and approve of, or oppose any application to
                        any court made by or at the instance of any Secured
                        Creditor of that Trust, the Trustee or the Trust
                        Manager.

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                        Further, the Security Trustee:

                        (a)   (DEFEND TRUST FUND) may take such action as it is
                              directed to take by an Extraordinary Resolution of
                              Voting Secured Creditors of a Trust to defend the
                              Trust Fund referable to that Trust against any
                              legal proceedings that, if successful, might
                              adversely affect the Trust Fund referable to that
                              Trust; and

                        (b)   (DEFEND ITSELF AS SECURITY TRUSTEE) may take such
                              action as it considers necessary to defend itself
                              as trustee of the Security Trust against any legal
                              proceedings.

DISCRETION OF SECURITY TRUSTEE AS TO EXERCISE OF POWERS
                  7.3   Subject to any express provision to the contrary
                        contained in this deed, the Security Trustee will, as
                        regards all the powers, authorities and discretions
                        vested in it by this deed have absolute discretion as to
                        the exercise of them in all respects and, in the absence
                        of fraud, gross negligence or wilful default on its
                        part, the Security Trustee will not be in any way
                        responsible for any loss, costs, damages, claims or
                        obligations that may result from the exercise or
                        non-exercise of them.

LIMITATION ON SECURITY TRUSTEE'S ACTIONS
                  7.4   Notwithstanding knowledge by, or notice to, the Security
                        Trustee of any Event of Default or breach anticipatory
                        or actual of, or default under, any covenant,
                        obligation, condition or provision by the Trustee or the
                        Trust Manager contained in or imposed by this deed or
                        the Master Trust Deed, the Security Trustee is only
                        required to take all such steps and do all such things
                        as it is empowered to do having regard to the powers,
                        authorities and discretions vested in it pursuant to
                        this deed and the obligations imposed on the Security
                        Trustee by this deed.

LIMITATIONS ON SECURITY TRUSTEE'S RESPONSIBILITY
                  7.5   The Security Trustee is not to:

                        (a)   be held responsible if it acts upon any resolution
                              purporting to have been passed at any meeting of
                              the Voting Secured Creditors of a Trust at which
                              minutes were made and signed even though it may
                              subsequently be found that there was some defect
                              in the constitution of the meeting or the passing
                              of the resolution or that for any other reason the
                              resolution was not valid or binding upon any of
                              those Voting Secured Creditors whom it purports to
                              bind or upon the Security Trustee;

                        (b)   be obliged to notify the Secured Creditors of a
                              Trust of the happening of any Event of Default
                              insofar as they relate to that Trust except in the
                              circumstances set out in clause 9.1;

                        (c)   be bound or concerned to examine or enquire into,
                              nor be liable for any defect or failure in, the
                              title of the Trustee to any Secured Property;

                        (d)   be under any liability whatsoever for acting in
                              accordance with any direction obtained from the
                              Secured Creditors or the

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                                                                              10
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                              Voting Secured Creditors (as the case may be) of a
                              Trust at a meeting convened under clause 9; and

                        (e)   be under any liability whatsoever for a failure to
                              take any action in respect of any breach by the
                              Trustee of its duties as trustee of the Trust of
                              which the Security Trustee is not actually aware
                              or in respect of any Event of Default in respect
                              of a Trust of which the Security Trustee is not
                              actually aware,

                        except to the extent that any such matter or liability
                        is caused by the fraud, gross negligence or wilful
                        default of the Security Trustee.

NO LIABILITY
                  7.6   The Security Trustee is not liable:

                        (a)   for any loss, costs, damages or expenses arising
                              out of the exercise or non-exercise of a
                              discretion or for any act or omission on its part
                              under this deed;

                        (b)   for any loss, costs, damages or expenses arising
                              out of the exercise or non-exercise of a
                              discretion of the Trustee or the Trust Manager or
                              the act or omission of the Trustee or the Trust
                              Manager;

                        (c)   for any loss caused by its failure to check any
                              information, document, form or list supplied or
                              purported to be supplied to it by the Trustee or
                              the Trust Manager;

                        (d)   to the Secured Creditors of a Trust or any other
                              person for any liability or thing beyond the
                              extent to which it can be satisfied out of
                              property of the Trust Fund referable to that Trust
                              out of which the Security Trustee is actually
                              indemnified for the liability or thing;

                        (e)   to make a payment to any Secured Creditor except
                              out of funds held for that purpose pursuant to
                              this deed; or

                        (f)   for any other act or omission on its part,

                        except, in all cases, to the extent that the relevant
                        matter is due to the fraud, gross negligence or wilful
                        default of the Security Trustee.

SECURITY TRUSTEE NOT RESPONSIBLE FOR MONITORING
                  7.7   (a)   Each Secured Creditor is taken to confirm that:

                              (i)  it has made its own appraisal and
                                   investigation of the business, financial
                                   condition, status and affairs of the Trust
                                   Manager, the Servicer, the Trustee and each
                                   other party to each Transaction Document, of
                                   the Assets of each Trust and of the property
                                   comprising the Trust Fund referable to that
                                   Trust;

                              (ii) it is solely responsible for continuing that
                                   appraisal and investigation after the date of
                                   this deed;

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                                                                              11
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                             (iii) it has not entered into any Transaction
                                   Document as the result of any inducement
                                   from, or representation or statement by, the
                                   Security Trustee; and

                              (iv) it has made its own appraisal of its
                                   financial return under the Transaction
                                   Documents.

                        (b)   Each Secured Creditor is taken to confirm that it
                              has not relied, and will not rely, on the Security
                              Trustee at any time, and that the Security Trustee
                              is not required:

                              (i)  to provide it with any information concerning
                                   the business, financial condition, status or
                                   affairs of the Trust Manager, the Servicer,
                                   the Trustee or any other party to any
                                   Transaction Document;

                              (ii) to investigate the adequacy, accuracy or
                                   completeness of any information provided by
                                   the Trust Manager, the Servicer, the Trustee
                                   or any other party to any Transaction
                                   Document in connection with the Transaction
                                   Documents (whether or not the information is
                                   provided to that Secured Creditor by the
                                   Security Trustee);

                             (iii) to assess or keep under review the business,
                                   financial condition, status or affairs of the
                                   Trust Manager, the Servicer, the Trustee or
                                   any other party to any Transaction Document
                                   or to inspect any of their properties or
                                   books;

                              (iv) to investigate whether or not an Event of
                                   Default has occurred in respect of a Trust;
                                   or

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

                        (c)   Except to the extent contemplated by another
                              Transaction Document, the Security Trustee has no
                              duty or responsibility, but is authorised in its
                              absolute discretion, to provide any Secured
                              Creditor of a Trust with any credit or other
                              information concerning the assets, liabilities,
                              financial condition or business of the Trustee,
                              the Trust or (to the extent that it is relevant to
                              the performance by that person of its obligations
                              under the Transaction Documents) the Trust Manager
                              or the Servicer which may come into the possession
                              of the Security Trustee.

SECURITY TRUSTEE'S FURTHER DUTIES
                  7.8   Subject to this deed, the Security Trustee must comply
                        with the duties imposed on it by this deed and must:

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                                                                              12
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                        (a)   act continuously as trustee of each Security Trust
                              until it is terminated in accordance with this
                              deed or until the Security Trustee has retired or
                              been removed in accordance with this deed;

                        (b)   exercise all due diligence and vigilance in
                              carrying out its functions and duties under this
                              deed and each Deed of Charge;

                        (c)   subject to this deed, retain each Trust Fund in
                              safe custody and hold it on trust for the Secured
                              Creditors of the relevant Trust upon the terms of
                              this deed and the relevant Deed of Charge; and

                        (d)   not sell, mortgage, charge or part with the
                              possession of any part or the whole of the Trust
                              Fund referable to a Trust (or permit any of its
                              officers, agents and employees to do so) except as
                              permitted or contemplated by this deed and the
                              relevant Deed of Charge.

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

                        (a)   any information, report, balance sheet, profit and
                              loss account, certificate or statement supplied by
                              the Trustee or the Trust Manager or by any
                              officer, auditor or solicitor of the Trustee or
                              the Trust Manager including the Register of Note
                              Holders of a Trust and any other details of the
                              identity of, Secured Moneys owing to, and notice
                              details of, any Secured Creditor of a Trust;

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

                        (c)   all accounts supplied to the Security Trustee
                              pursuant to this deed and all reports of the
                              Auditor supplied to the Security Trustee pursuant
                              to this deed,

                        except, in each case, when it is actually aware that the
                        information supplied pursuant to clauses (a) to (c) is
                        incorrect.

ACT ON OPINION OF EXPERTS
                  7.10  The Security Trustee may in relation to this deed or the
                        rights, powers or obligations conferred or imposed by
                        this deed act on the advice or opinion or information
                        received from any adviser of a kind appropriate to the
                        particular case including any lawyer, banker,
                        accountant, securities company, broker or valuer or
                        other expert in Australia or elsewhere, whether obtained
                        by the Security Trustee or otherwise

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                                                                              13
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                        (including by the Trustee or the Trust Manager). The
                        Security Trustee is not responsible for any loss
                        occasioned by so acting in good faith and any such
                        advice or opinion or information may be given verbally
                        or by letter or otherwise. The Security Trustee is not
                        to be liable for any loss occasioned by acting in good
                        faith on any opinion, advice and information purporting
                        to be so conveyed although the same contains some error
                        or is not authentic unless it has reasonable grounds to
                        believe such advice, opinion or information not to be
                        authentic.

RIGHT TO RECTIFY
                  7.11  The Security Trustee may do anything which should have
                        been done by the Trustee under this deed or under the
                        Deed of Charge but which has not been done or which the
                        Security Trustee considers has not been done properly,
                        but the Security Trustee is under no obligation to do
                        so.

CONSENT TO DEALINGS
                  7.12  During such time that a Charge has effect as a floating
                        charge over the relevant Secured Property, the Trustee
                        may dispose of, or deal with, such Secured Property to
                        the extent permitted by the Master Trust Deed and the
                        Supplemental Deed for the relevant Trust.

ASCERTAIN EVENT OF DEFAULT
                  7.13  The Security Trustee need not:

                        (a)   without limiting any other provision of this deed,
                              notify any person of the execution of this deed or
                              any Deed of Charge; or

                        (b)   take any steps to ascertain whether there has
                              occurred any:

                              (i)  Event of Default in respect of a Trust; or

                              (ii) event which constitutes, or which with the
                                   giving of notice or the lapse of time would
                                   constitute, an Event of Default in respect of
                                   a Trust.

                        Nothing in this clause limits or restricts the duties of
                        the Security Trustee to take any action in accordance
                        with clause 9.1 or clause 9.9 of this deed if it becomes
                        actually aware of, or has actual notice of, an Event of
                        Default in respect of a Trust.

                        Until it has actual notice to the contrary, the Security
                        Trustee may assume that no Event of Default has occurred
                        in respect of a Trust and that the Relevant Parties are
                        observing and performing all the obligations on their
                        part contained in the Transaction Documents in respect
                        of the Trust and need not inquire whether that is, in
                        fact, the case.

NO DUTY TO INVESTIGATE
                  7.14  The Security Trustee has no duty to keep itself informed
                        about the circumstances of the Relevant Parties, or the
                        performance by the Relevant Parties of their respective
                        obligations under this deed, any Deed of Charge or the
                        other Transaction Documents or (subject to the

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                                                                              14
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                        express requirements of this deed) to consider or
                        provide any Secured Creditor with any information with
                        respect to the Relevant Parties.

LIABILITY MUST BE LIMITED
                  7.15  Except for the obligations imposed on it under clause
                        9.1, the Security Trustee is not obliged to do or omit
                        to do any thing including enter into any transaction or
                        incur any liability unless the Security Trustee's
                        liability is limited in a manner which is consistent
                        with clause 25.7.

NOT USE OWN FUNDS
                  7.16  Except as required by clause 9.1 or clause 9.9, the
                        Security Trustee will not be under any obligation for
                        whatever reason to advance or use its own funds for the
                        payment of any costs, expenses or liabilities
                        whatsoever.

COVER FOR COSTS
                  7.17  (a)   Before exercising a right, power or discretion or
                              performing an obligation as Security Trustee
                              (except the power to provide a notice to all
                              Secured Creditors in accordance with clause 9.1(a)
                              and to convene a meeting of Voting Secured
                              Creditors in accordance with clause 9.1(b)), the
                              Security Trustee need not act unless its liability
                              is limited in a manner satisfactory to it or, if
                              required by the Security Trustee, until the Voting
                              Secured Creditors place it in funds equivalent to
                              the amount which the Security Trustee determines
                              may become liabilities of the Security Trustee in
                              respect of that act (or until the Voting Secured
                              Creditors provide an indemnity to the Security
                              Trustee in respect of those liabilities in a form
                              acceptable to it, acting reasonably), provided
                              that no Voting Secured Creditor shall be under any
                              obligation to either contribute to such placing of
                              funds or provide such indemnity to the Security
                              Trustee if that Secured Creditor has no Secured
                              Moneys due or payable to it at that time.

                        (b)   If the Voting Secured Creditors do not place the
                              Security Trustee in funds, or do not provide the
                              indemnity, in the manner contemplated by paragraph
                              (a), then the Security Trustee is not required to
                              exercise the relevant right, power or discretion
                              or perform the relevant obligation.

RECEIPT OF INSTRUCTIONS
                  7.18  Without limiting its rights, powers and discretions, but
                        subject to its express duties or obligations under
                        clause 9 of this deed, the Security Trustee will not be
                        required to exercise any right, power or discretion
                        (including to require anything to be done, form any
                        opinion or give any notice, consent, waiver or approval)
                        without the specific instructions of the Voting Secured
                        Creditors of a Trust given by Extraordinary Resolution.
                        However, the Security Trustee may exercise a right,
                        power or discretion before it receives any such
                        instructions if the Security Trustee reasonably believes
                        that it is in the best interests of the Secured
                        Creditors of the Trust that it does so (and provided
                        that the Security Trustee first notifies in writing the
                        Voting Secured Creditors of its intention to do so).

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                                                                              15
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DISPUTE OR AMBIGUITY
                  7.19  In the event of any dispute or ambiguity as to the
                        construction or enforceability of this deed or any other
                        Transaction Document, or the Security Trustee's powers
                        or obligations under or in connection with this deed or
                        the determination or calculation of any amount or thing
                        for the purpose of this deed or the construction or
                        validity of any direction from Voting Secured Creditors,
                        the Security Trustee may (but will have no obligation
                        to):

                        (a)   obtain and rely on advice from any person referred
                              to in clause 7.10; and

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

                        and provided the Security Trustee is using reasonable
                        endeavours to resolve such ambiguity or dispute, the
                        Security Trustee, in its absolute discretion, may (but
                        will have no obligation to) refuse to act or refrain
                        from acting in relation to matters affected by such
                        dispute or ambiguity.

NO LIABILITY FOR DOCUMENTS
                  7.20  The Security Trustee has no responsibility for the form
                        or contents of this deed or any other Transaction
                        Document and will have no liability arising as a result
                        of or in connection with any inadequacy, invalidity or
                        unenforceability of any provision of this deed or the
                        other Transaction Documents except insofar as it applies
                        to the Security Trustee or to any representation and
                        warranty given by the Security Trustee.

CONFLICT OF DUTY
                  7.21  (a)   If there is at any time a conflict between a duty
                              owed by the Security Trustee to the Note Holders
                              and a duty owed by the Security Trustee to any
                              other Secured Creditor or class of Secured
                              Creditor, then the Security Trustee must give
                              priority to the interests of the Note Holders as a
                              whole.

                        (b)   The Security Trustee must give priority to the
                              interests of the Senior Note Holders as a class
                              if, in the opinion of the Security Trustee, there
                              is a conflict between the interests of the Senior
                              Note Holders (on the one hand) and the interests
                              of the Junior Note Holders or other persons
                              entitled to the benefit of this deed and the Deed
                              of Charge in respect of a Trust (on the other
                              hand).

                        (c)   Provided that the Security Trustee acts in good
                              faith, it shall not incur any liability to any
                              Secured Creditor for doing so.

INDEMNITY
                  7.22  Without prejudice to any right of indemnity given by law
                        to trustees, the Security Trustee will be indemnified in
                        respect of a Security Trust out of the Trust Fund of
                        that Security Trust for all costs, fees, charges,
                        expenses and liabilities incurred in or about the due
                        execution of that Security Trust.

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DELEGATION
                  7.23  The Security Trustee may in accordance with this clause
                        authorise in writing specified parties to act as its
                        delegate, attorney or agent to perform its functions
                        under the Transaction Documents (including the holding
                        of Title Documents and a power to sub-delegate). The
                        Security Trustee may include provisions in the
                        authorisation to protect and assist those dealing with
                        the delegate, attorney or agent as the Security Trustee
                        thinks fit.

                        The Security Trustee must not delegate to any person any
                        of its trusts, duties, powers, authorities and
                        discretions under this deed or a Deed of Charge in
                        relation to a Security Trust except:

                        (a)   subject to this clause, to a Related Entity of the
                              Security Trustee;

                        (b)   to the Trust Manager, the Servicer or a Receiver
                              in accordance with the provisions of this deed or
                              any other Transaction Document relating to the
                              Security Trust;

                        (c)   to any Clearing System (in respect of which the
                              Security Trustee is not liable for its acts or
                              omissions); or

                        (d)   in accordance with the provisions of this deed or
                              the Supplemental Deed relating to that Security
                              Trust,

                        provided that, in each case, the Security Trustee must
                        not delegate to such third parties any material part of
                        its powers, duties or obligations as Security Trustee.

                        Where the Security Trustee delegates any of its trusts,
                        duties, powers, authorities and discretions to any
                        person who is a Related Entity of the Security Trustee,
                        the Security Trustee at all times remains liable for the
                        acts or omissions of such Related Entity and for the
                        payment of fees of that Related Entity when acting as
                        delegate. Subject to this, the Security Trustee is not
                        liable for the acts or omissions of any delegate,
                        attorney or agent if it appointed the delegate, attorney
                        or agent in good faith.

                  7.24  Any delegation made by the Security Trustee under clause
                        7.23 in respect of a Security Trust will automatically
                        terminate if the Security Trustee retires, or is
                        removed, in accordance with clause 16 of this deed in
                        respect of that Security Trust.

                  7.25  The Security Trustee has no duties, obligations or
                        responsibilities other than those expressly set out in
                        this deed.

NO LIABILITY
                  7.26  Without limitation, the Security Trustee is not liable
                        for:

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

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                                                                              17
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                              in respect of the Trustee or the Secured Money or
                              relating in any way to the Secured Property;

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

                        (c)   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 its powers under this deed or a Deed of
                              Charge,

                              except to the extent caused or contributed to by
                              any fraud, gross negligence or wilful default on
                              the part of the Security Trustee.


8     CRYSTALLISATION OF FLOATING CHARGE
--------------------------------------------------------------------------------
CRYSTALLISATION

                  8.1   If the Charge referable to a Trust has not otherwise
                        taken effect as a fixed charge over all of the Secured
                        Property referable to that Trust, it automatically takes
                        effect as a fixed charge over the Secured Property of
                        that Trust in respect of which the Charge has not
                        previously taken effect as a fixed charge immediately
                        prior to the occurrence of any of the following events:

                        (a)   an Event of Default occurs in respect of that
                              Trust;

                        (b)   the Trustee breaches any of the covenants in
                              clause 4.2 of this deed in respect of that Trust;

                        (c)   the Australian Federal Commissioner of Taxation
                              (or some person authorised to issue on his behalf)
                              issues a notice in respect of tax due by the
                              Trustee under sections 218 or 255 of the Income
                              Tax Assessment Act 1936 (Cwth) or under section 74
                              of the Sales Tax Assessment Act 1992 (Cwth) or
                              under any similar provision of any law;

                        (d)   the Trustee files an Australian tax return which
                              results in Tax becoming due by the Trustee in its
                              capacity as trustee of that Trust which is not
                              paid on time; or

                        (e)   if the law provides that the Charge becomes fixed.

REPLACEMENT OF FIXED CHARGE WITH FLOATING CHARGE
                  8.2   Subject to clauses 8.3 and 8.4 and in respect of any
                        Relevant Secured Property of a Trust, the Security
                        Trustee:

                        (a)   must give notice of the fixing of such Charge in
                              respect of the Relevant Secured Property to the
                              Trustee and each Designated Rating Agency promptly
                              after becoming actually aware of the fixing of
                              such Charge in respect of the Relevant Secured
                              Property; and

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                                                                              18
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                        (b)   may and, if directed by Voting Secured Creditors
                              of that Trust who in aggregate are owed not less
                              than 90% of the Secured Money of that Trust at the
                              time, the Security Trustee must, give a notice to
                              the Trustee stating that, from the effective date
                              specified in the notice, it no longer requires
                              that Charge to operate as a fixed charge over the
                              Relevant Secured Property of that Trust specified
                              in the notice. Any such notification does not
                              prejudice the rights of the Security Trustee to
                              give a notice to the Trustee stating that the
                              charge takes effect as a fixed charge or the
                              fixing of the charge again in accordance with
                              clause 8.1.

SUBSEQUENT DEALING
                  8.3   From the effective date specified in a notice given
                        under clause 8.2(b):

                        (a)   the Trustee may deal with the Relevant Secured
                              Property the subject of the notice, if it was
                              acquired by the Trustee before the effective date
                              of the notice, as if it had always been charged by
                              way of floating charge under this deed;

                        (b)   the floating charge given by the relevant Deed of
                              Charge over the Relevant Secured Property the
                              subject of the notice acquired by the Trustee on
                              or after the effective date of the notice
                              continues to operate as a floating charge as if it
                              had never been a fixed charge; and

                        (c)   a person dealing with the Trustee in relation to
                              the Relevant Secured Property the subject of the
                              notice may rely on the notice from the Security
                              Trustee as conclusive evidence that, as at the
                              time the notice is issued, such Relevant Secured
                              Property is charged by way of floating charge.

FURTHER CHARGE
                  8.4   The Trustee charges, by way of floating charge and
                        further assurance, the Relevant Secured Property the
                        subject of a notice given pursuant to clause 8.2(b) to
                        the Security Trustee as security for payment of the
                        Secured Money on the same terms as the relevant Charge.


9     SECURITY TRUSTEE TO CONVENE MEETINGS
--------------------------------------------------------------------------------
CONVENE MEETINGS
                  9.1   Subject to clause 9.5, the Security Trustee must, upon
                        becoming actually aware of the occurrence of an Event of
                        Default in respect of a Trust, take the following steps:

                        (a)   notify all Secured Creditors of that Trust that
                              the Charge granted in respect of that Trust has
                              taken effect as a fixed charge over all of the
                              Secured Property of that Trust and provide to
                              those Secured Creditors full details of the Event
                              of Default as advised to the Security Trustee
                              under clause 4.1(e) or otherwise known to the
                              Security Trustee and the actions and procedures
                              which the Trustee and the Trust Manager have
                              notified the Security Trustee are being taken or
                              will be taken

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                                                                              19
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                              by the Trustee and the Trust Manager to remedy the
                              relevant Event of Default; and

                        (b)   do all such things as are necessary or appropriate
                              to promptly convene a meeting of the Voting
                              Secured Creditors of that Trust in accordance with
                              the provisions of clause 10.

EXTRAORDINARY RESOLUTIONS
                  9.2   Subject to the terms of the Supplemental Deed for the
                        relevant Trust, at a meeting of Voting Secured Creditors
                        of a Trust referred to in clause 9.1(b), the Voting
                        Secured Creditors of that Trust must vote on whether to
                        direct the Security Trustee by Extraordinary Resolution
                        to:

                        (a)   declare the Secured Moneys in respect of that
                              Trust immediately due and payable;

                        (b)   appoint a Receiver in accordance with clause 11
                              (and, if a Receiver is to be appointed, the Voting
                              Secured Creditors of that Trust must determine the
                              amount of the Receiver's remuneration);

                        (c)   instruct the Security Trustee in writing to sell
                              and realise the Secured Property of that Trust
                              where the Security Trustee has agreed to do so; or

                        (d)   take such other action as the Voting Secured
                              Creditors may specify in the terms of such
                              Extraordinary Resolution and which the Security
                              Trustee indicates that it is willing to take.

NOTICE
                  9.3   If the Voting Secured Creditors of a Trust pass an
                        Extraordinary Resolution pursuant to this clause 9 at a
                        meeting convened following an Event of Default in
                        respect of that Trust, the Security Trustee must notify
                        the Trustee and the Trust Manager in writing one
                        Business Day after such Extraordinary Resolution is so
                        passed of any direction thereby given to the Security
                        Trustee by the Voting Secured Creditors of that Trust.

NO OBLIGATION TO APPOINT RECEIVER
                  9.4   The Security Trustee must not take any steps to appoint
                        a Receiver under clause 11 or otherwise to enforce the
                        Charge created under a Deed of Charge unless:

                        (a)   the Voting Secured Creditors of the relevant Trust
                              have passed an Extraordinary Resolution referred
                              to in clause 9.2 or at a meeting convened pursuant
                              to clauses 9.6, 9.7 or 9.8; or

                        (b)   in the opinion of the Security Trustee, the delay
                              required to obtain the consent of the Voting
                              Secured Creditors of the relevant Trust would be
                              prejudicial to the interests of those Voting
                              Secured Creditors.

                        Nothing in this clause 9.4 affects or restricts the
                        operation of clause 8 of this deed.

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WAIVER OF EVENT OF DEFAULT
                  9.5   The Security Trustee may, at its discretion but not in
                        contravention of an Extraordinary Resolution of the
                        Voting Secured Creditors, waive or ignore an Event of
                        Default in respect of a Trust or determine that any
                        event that would otherwise be an Event of Default will
                        not be treated as such, if such action, in the opinion
                        of the Security Trustee, will not be prejudicial to the
                        interests of the Secured Creditors of that Trust.

MEETINGS
                  9.6   The Security Trustee may at any time convene a meeting
                        of Voting Secured Creditors of a Trust to consider such
                        Extraordinary Resolutions as are put to the meeting by
                        the Security Trustee including, without limitation,
                        resolutions put for the purpose of seeking directions
                        from Voting Secured Creditors as to the exercise of its
                        powers and duties and performance of its obligations.

TRUST MANAGER CONVENES MEETING
                  9.7   If the Security Trustee fails to convene a meeting in
                        accordance with clause 9.1(b), the Trust Manager may
                        convene a meeting of the relevant Voting Secured
                        Creditors in accordance with this clause 9. Any such
                        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 clause 10.

SECURED CREDITORS CONVENE MEETING
                  9.8   The Voting Secured Creditors of a Trust who in aggregate
                        are owed not less than 10% of the Secured Money of a
                        Trust may convene a meeting of Voting Secured Creditors
                        at any time. Any such meeting is to have only the same
                        powers as if convened by the Security Trustee or the
                        Trust Manager pursuant to this clause 9 and is to be
                        conducted in accordance with the provisions of clause
                        10.

NOTICE OF EVENT OF DEFAULT
                  9.9   If the Security Trustee becomes actually aware of the
                        occurrence of an Event of Default in respect of a Trust,
                        and the Trustee has not given the Security Trustee
                        notice in accordance with clause 4.1(e), the Security
                        Trustee must give the Trustee notice of the occurrence
                        of that Event of Default.

NOTICE OF ACTION TO REMEDY EVENT OF DEFAULT
                  9.10  If the Trustee and the Trust Manager take any action or
                        procedures referred to in clause 9.1(a) to remedy an
                        Event of Default in respect of a Trust, both the Trustee
                        and the Trust Manager must keep the Security Trustee
                        informed of those actions and procedures.

LIMITATION ON RIGHTS OF SECURED CREDITORS
                  9.11  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, no
                        Secured Creditor is entitled to enforce the Deed of
                        Charge in respect of a Trust or the provisions of this
                        deed or to appoint or cause to be appointed a Receiver
                        to any of the Secured Property or otherwise to exercise
                        any power conferred by

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                                                                              21
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                        the terms of any applicable law on charges except as
                        provided in this deed and the Deed of Charge in respect
                        of the Trust.


10    MEETING OF VOTING SECURED CREDITORS
--------------------------------------------------------------------------------
NOTICE OF MEETING
                  10.1  (a)   The Security Trustee, if it wishes to convene a
                              meeting of Voting Secured Creditors, must give at
                              least five days' notice specifying the place, day
                              and hour of the meeting and the general nature of
                              the business to be transacted and containing such
                              or any further information as the Security Trustee
                              may think fit and the terms of any resolution of
                              which the Security Trustee is aware will be
                              proposed.

                        (b)   Subject to clause 10.2, such notice must be sent
                              to all Voting Secured Creditors of the relevant
                              Trust. The accidental omission to send such notice
                              to, or the non-receipt of a notice of meeting by,
                              any such Voting Secured Creditor will not
                              invalidate the meeting.

                        (c)   The Security Trustee must notify the Trustee and
                              the Trust Manager of the place, day and hour of
                              the meeting and of the nature of the business to
                              be transacted at that meeting.

                        (d)   The omission to give a notice referred to in the
                              preceding paragraph (c) to either the Trust
                              Manager or the Trustee will invalidate the
                              meeting, but the party who failed to receive the
                              notice may waive the same.

                        (e)   The Security Trustee, the Trustee and the Trust
                              Manager and any person on behalf of any of them
                              and its solicitors and any officer, solicitor or
                              auditor of any of them and any counsel instructed
                              by the solicitor of any of them may attend any
                              meeting or any adjourned meeting of Voting Secured
                              Creditors and all such persons have the right of
                              audience at such meeting.

                        (f)   Notwithstanding the other provisions of this
                              clause 10, a resolution of 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 has or have:

                              (i)  been signed by or on behalf of all Voting
                                   Secured Creditors; and

                              (ii) been presented to the Security Trustee for
                                   entry in the records referred to in clause
                                   10.21.

ADVERTISEMENT OF MEETING IN NEWSPAPER
                  10.2  Instead of the notice requirements of clause 10.1, but
                        without limiting any obligations of the Trustee or the
                        Note Trustee in respect of a Trust to provide the
                        notices required by the Note Trust Deed for a Trust,

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                                                                              22
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                        notice of any meeting of the Voting Secured Creditors of
                        a Trust may be given by advertisement in a daily
                        newspaper circulating generally throughout the relevant
                        jurisdictions and by electronic means (including without
                        limitation email or otherwise as agreed between the
                        Security Trustee and the Trust Manager) at least five
                        days before the proposed meeting and giving the same
                        details as set out in clause 10.1(a). Notwithstanding
                        the foregoing provisions of clauses 10.1 and 10.2, if it
                        is so agreed by Voting Secured Creditors who:

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

                        (b)   hold or represent between them an amount which is
                              at least 95% of the Secured Money at the time,

                        a resolution may be proposed and passed at a meeting of
                        which no notice has been given in the manner
                        contemplated by this deed.

QUORUM
                  10.3  No business is to be transacted at any such meeting
                        unless a quorum is present when the meeting proceeds to
                        business. The quorum necessary for a meeting at which
                        any resolution including an Extraordinary Resolution is
                        to be proposed must be at least such number of Voting
                        Secured Creditors (present in person or by proxy) having
                        the right to attend and vote at that meeting who hold or
                        are owed between them an amount which is not less than
                        67% of the Secured Money at the time.

QUORUM AT ADJOURNED MEETING
                  10.4  If within 15 minutes from the time appointed for any
                        meeting, a quorum is not present, the meeting must stand
                        adjourned for such period as the chairman directs and
                        notice of the adjourned meeting in accordance with
                        clause 10.1 or clause 10.2 must be given to the Voting
                        Secured Creditors by the Security Trustee.

                        At an adjourned meeting two or more Voting Secured
                        Creditors present in person, holding or who are owed
                        between them an amount which is not less than 50% of the
                        Secured Money at the time form a quorum.

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

VOTING
                  10.6  (a)   Every question submitted to a meeting of Voting
                              Secured Creditors must be decided in the first
                              instance by a show of hands. In the case of an
                              equality of votes, the chairman both on the show
                              of hands and on a poll is entitled to have a
                              second

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                                                                              23
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                              or casting vote in addition to the vote or votes
                              (if any) to which he may be entitled as a Voting
                              Secured Creditor.

                        (b)   The chairman or such number of Voting Secured
                              Creditors (present in person or by proxy) holding
                              or who are owed between them an amount which is
                              not less than 2% of the Secured Money may, before
                              or on the declaration of the result of a show of
                              hands, demand a poll. If at any meeting a poll is
                              so demanded, it must be taken in such manner and,
                              subject to this deed, either at once or after such
                              adjournment as the chairman directs and the result
                              of such poll will be deemed to be the resolution
                              of the meeting in which the poll was demanded as
                              at the date of the taking of the poll. The demand
                              for a poll must not prevent the continuance of
                              meeting for the transaction of any business other
                              than the question on which the poll has been
                              demanded. Any poll demanded at any meeting on the
                              election of a chairman or any question of
                              adjournment must be taken at the meeting without
                              adjournment. The demand for a poll may be
                              withdrawn.

VOTES
                  10.7  (a)   The Voting Secured Creditors are only entitled to
                              vote:

                              (i)  at a meeting convened by the Security Trustee
                                   following the occurrence of an event referred
                                   to in clause 9.1(b) to consider the
                                   Extraordinary Resolutions referred to in
                                   clause 9.2 or such other resolutions put to
                                   the meeting (or at any adjournment of such a
                                   meeting) by the Security Trustee which are
                                   related to, or incidental to, such
                                   resolutions; and

                              (ii) at any meeting convened under clauses 9.6,
                                   9.7 or 9.8 to consider such Extraordinary
                                   Resolutions as are put to the meeting.

                        (b)   On a show of hands every Voting Secured Creditor
                              who is present in person or by proxy and who has
                              the right to vote shall have one vote.

                        (c)   On a poll every Voting Secured Creditor who is
                              present in person or by proxy and has the right to
                              vote shall have one vote for each $10 or its
                              currency equivalent (converted at the relevant
                              spot exchange rate) (but not a part thereof) of
                              the Secured Moneys that the Voting Secured
                              Creditor holds.

VOTING BY JOINT NOTE HOLDERS
                  10.8  In the case of joint holders of a Note, the vote of the
                        senior joint holder who tenders a vote whether in person
                        or by proxy is to be accepted to the exclusion of the
                        votes of the other joint holders and for this purpose
                        seniority is to be determined on the basis of whose name
                        stands first in the Register of Note Holders maintained
                        in accordance with the Master Trust Deed.

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                                                                              24
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VOTING BY CORPORATION
                  10.9  A corporation being a Voting Secured Creditor may vote
                        by any officer or representative duly authorised in
                        writing who is entitled to speak, demand a poll, vote,
                        act as a proxy and in all other respects exercise the
                        rights of a Voting Secured Creditor and must be reckoned
                        as a Voting Secured Creditor for all purposes.

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

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

METHOD OF VOTING
                  10.12 On a show of hands and on a poll votes may be given
                        either personally or by proxy and a proxy is to have the
                        same right of audience as a Voting Secured Creditor.

PROXY INSTRUMENT
                  10.13 The instrument appointing a proxy must be in writing
                        under the hand of the appointor or of his attorney duly
                        authorised in writing or if the appointor is a
                        corporation either under its common seal or under the
                        hand of an officer or attorney so authorised.

ATTENDANCE AT MEETINGS AND APPOINTMENT OF PROXY
                  10.14 Each Voting Secured Creditor is entitled to attend and
                        (subject to clause 10.7) to vote at any meeting of
                        Voting Secured Creditors convened under this deed and is
                        entitled to appoint another person (whether a Voting
                        Secured Creditor or not) as his proxy to attend and
                        vote. Such proxy has the same rights as the Voting
                        Secured Creditor to vote, whether on a poll or on a show
                        of hands, to speak and to be reckoned in a quorum.

VOTING AUTHORITY TO BE DEPOSITED WITH SECURITY TRUSTEE
                  10.15 The instrument appointing a proxy and the power of
                        attorney or other authority (if any) under which it is
                        signed or a certified copy of such power or authority
                        must be deposited with the Security Trustee or its duly
                        appointed agent not less than 2 days before the time
                        appointed for holding the meeting or adjourned meeting
                        at which the person named in the instrument proposes to
                        vote and in default the instrument or proxy is invalid.
                        A copy of a proxy (and the authority under which it is
                        signed) sent by fax will be sufficient for the foregoing
                        requirement provided the relevant original or certified
                        copy (in the case of the authority) is received by the
                        Security Trustee prior to the relevant meeting. No
                        instrument appointing a proxy is valid after the

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                                                                              25
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                        expiration of 12 months from the date named in it as the
                        date of its execution.

FORM OF PROXY
                  10.16 An instrument appointing a proxy may be in the following
                        form or in any other form which the Security Trustee may
                        approve:

                        "I,            , of               , being a Voting
                        Secured Creditor in respect of the [   ] [X] Security
                        Trust appoint [    ] of                 (and in his or
                        her absence or if this instrument of proxy is duly
                        completed except as to the name of the proxy, the
                        chairman of the meeting) to vote for me and on my behalf
                        at the meeting of Voting Secured Creditors to be held on
                        the .... day of .......... 20.. and at any adjournment
                        thereof.

                        Signed at              by me this       day of [year]

                        I direct my proxy to vote for/against the proposed
                        resolution.* (In the absence of direction the proxy may
                        vote as he/she thinks fit or abstain from voting.)

                        * If more than one resolution, refer to each
                        separately."

PROXY - EFFECT OF DEATH OR INSANITY
                  10.17 A vote given in accordance with the terms of an
                        instrument of proxy is valid notwithstanding the
                        previous death or insanity of the principal or
                        revocation of the proxy or of the authority under which
                        the proxy was executed if no intimation in writing of
                        such death, insanity or revocation has been received by
                        the Security Trustee before the commencement of the
                        meeting or adjourned meeting at which the proxy is used.

DETERMINATION OF VOTING
                  10.18 At any meeting of Voting Secured Creditors unless a poll
                        is demanded in accordance with clause 10.6(b) a
                        statement by the chairman that a resolution has been
                        carried or carried by any particular majority or lost or
                        not carried by any particular majority is to be
                        conclusive evidence of the fact.

ADJOURNMENT
                  10.19 The chairman may with the consent of a majority of
                        Voting Secured Creditors (present in person or by proxy)
                        at a meeting adjourn that meeting from time to time and
                        from place to place.

EFFECT OF RESOLUTION
                  10.20 An Extraordinary Resolution passed at a meeting of
                        Voting Secured Creditors of a Trust duly convened and
                        held in accordance with this clause 10 is binding upon
                        all the Secured Creditors of that Trust whether present
                        or not present at such meeting and each of such Secured
                        Creditors and (subject to clauses 7.15 to 7.17
                        inclusive) the Security Trustee is bound to give effect
                        to the Extraordinary Resolution provided that a
                        resolution of all Voting Secured Creditors of a Trust
                        which in its terms (or having regard to the terms of
                        this deed) affects a particular Class of Voting Secured
                        Creditors only, or in

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                                                                              26
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                        a manner different to the rights of Voting Secured
                        Creditors generally, is not binding on the Voting
                        Secured Creditors of that particular Class unless the
                        Voting Secured Creditors of that particular Class have,
                        by Extraordinary Resolution or Written Resolution,
                        agreed to be bound thereby. Nothing in this clause 10.20
                        requires the Security Trustee to do or omit to do any
                        act if, in the opinion of the Security Trustee, this
                        might cause it to breach a law, a Transaction Document,
                        a fiduciary duty or an obligation owed to another
                        person.

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


11    APPOINTMENT OF RECEIVER
--------------------------------------------------------------------------------
APPOINTMENT
                  11.1  Subject to clause 11.2, if the Voting Secured Creditors
                        of a Trust pass the Extraordinary Resolution referred to
                        in clause 9.2(b) or resolve to appoint a receiver or
                        receiver and manager at a meeting convened under clauses
                        9.6, 9.7 or 9.8, the Security Trustee must (subject to
                        clauses 7.15 to 7.17 inclusive) appoint a person or
                        persons as receiver or receiver and manager of the
                        Secured Property of that Trust to deal with that Secured
                        Property in accordance with any reasonable instructions
                        given by the Voting Secured Creditors by Extraordinary
                        Resolution passed at a meeting of the Voting Secured
                        Creditors convened in accordance with this deed and the
                        Security Trustee must fix the remuneration of a Receiver
                        in accordance with the terms of the Extraordinary
                        Resolution passed at any such meeting.

NEW RECEIVER
                  11.2  If a Receiver is removed, retires or dies, then the
                        Security Trustee may appoint a new Receiver on
                        substantially the same terms as the previous Receiver.

NO LIABILITY FOR RECEIVER
                  11.3  The Security Trustee will not be responsible for
                        anything done or not done by the Receiver. To the extent
                        permitted by law, the Receiver will be the agent of the
                        Trustee and not the Security Trustee. The Receiver's
                        remuneration and necessary expenses must be paid out of
                        the Secured Property in accordance with this deed.

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                                                                              27
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TWO OR MORE RECEIVERS
                  11.4  If 2 or more persons are appointed as Receiver of the
                        same part of the Secured Property, then the Security
                        Trustee may provide that their rights, powers and
                        remedies vest in them jointly and severally, or jointly.

APPOINTMENT OVER PART
                  11.5  The power to appoint a receiver or receiver and manager
                        over all of the Secured Property may be exercised
                        whether or not a Receiver has already been appointed
                        over part of it.

INDEMNITY TO RECEIVER
                  11.6  The Security Trustee may give an indemnity, in such
                        terms as it in its absolute discretion considers
                        appropriate, in favour of a Receiver appointed in
                        accordance with this clause 11. Any indemnity granted to
                        the Receiver by the Security Trustee must be limited so
                        as not to exceed the Security Trustee's right of
                        indemnity out of the relevant Trust Fund.


12    POWERS OF RECEIVER
--------------------------------------------------------------------------------
                  12.1  A Receiver may do all such things as are necessary or
                        expedient to deal with the Secured Property of a Trust
                        as if the Receiver were the absolute and beneficial
                        owner of it. The Receiver may, in addition to powers
                        conferred by statute or by the terms of its appointment,
                        but subject to the Supplemental Deed for that Trust,
                        exercise any or all of the following powers:

                        (a)   (POSSESSION, ETC) enter, take possession of, have
                              access to and make use of that Secured Property as
                              often as the Receiver deems expedient;

                        (b)   (EXERCISE RIGHTS) exercise the rights, powers and
                              remedies of the Trustee over, in connection with
                              or comprising part of that Secured Property
                              (including, without limitation, collecting in,
                              recovering and suing for that Secured Property);

                        (c)   (MANAGE) manage that Secured Property;

                        (d)   (CARRY ON BUSINESS) carry on any business or
                              pursuit that is within the powers of the Trustee,
                              and is carried on by the Trustee at the time the
                              Receiver is appointed;

                        (e)   (SELL) subject to obligations imposed by law, sell
                              or agree to sell that Secured Property on any
                              terms, including, without limitation, the
                              following:

                              (i)  the sale may take place whether or not the
                                   Receiver has taken possession of that Secured
                                   Property;

                              (ii) the sale may be by public auction, private
                                   treaty or by tender;

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                                                                              28
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                             (iii) the sale may be in one lot or in parcels, and
                                   with or without special provisions about
                                   title, or time, or mode of payment of
                                   purchase money, or otherwise;

                              (iv) allow the purchase money to remain secured by
                                   a mortgage or charge of the Secured Property
                                   sold, or secured by other security, or
                                   without security, and on any other terms,
                                   without being responsible for any resultant
                                   loss;

                              (v)  enter into, rescind or vary a contract for
                                   sale, and resell without being responsible
                                   for loss, and execute assurances of that
                                   Secured Property in the name and on behalf of
                                   the Trustee or otherwise; or

                              (vi) do anything to complete any sale which the
                                   Receiver considers desirable, and set aside
                                   from the proceeds of sale the amount which
                                   the Receiver considers desirable to meet
                                   future claims until the possibility of claims
                                   being made is ended;

                        (f)   (BENEFIT OF AGREEMENTS) obtain the benefit of any
                              agreement entered into by the Trustee (including,
                              without limitation, by specific performance),
                              whether or not the agreement is entered into in
                              the exercise of the rights, powers and remedies
                              conferred by this deed;

                        (g)   (PROCEEDINGS) institute, conduct, defend, submit
                              to arbitration, settle, compromise or defer in the
                              name of the Trustee or otherwise on any terms, any
                              proceeding, claim, question or dispute in
                              connection with that Secured Property or this deed
                              and execute releases or other discharges in
                              connection with them;

                        (h)   (DELEGATE) delegate the Receiver's powers
                              including this power of delegation to any person
                              for any period;

                        (i)   (SURRENDER, ETC) end, surrender, or accept the
                              surrender of a lease or licence of, that Secured
                              Property, and compromise with or make concessions
                              to tenants, lessees or licensees, or agree to do
                              any of these things, for any period and on any
                              terms;

                        (j)   (TRANSFER) surrender or transfer that Secured
                              Property to any person;

                        (k)   (EXCHANGE) exchange that Secured Property with a
                              person for an interest in other property of any
                              tenure (with or without giving or receiving other
                              consideration). The property so acquired may be
                              dealt with by the Receiver as if it were part of
                              that Secured Property and the Receiver may grant a
                              Security Interest over that property for the
                              payment of the Secured Money;

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                                                                              29
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                        (l)   (REMOVE ITEMS) remove personal property from that
                              Secured Property and store that property in the
                              name of the Trustee without liability for loss or
                              damage suffered by the Trustee;

                        (m)   (OTHER ACTS) do anything which should have been
                              done by the Trustee under this deed but which has
                              not been done or which the Receiver considers has
                              not been done properly;

                        (n)   (EMPLOY) employ or engage persons (including,
                              without limitation, employees of the Receiver and
                              consultants and professional advisers) in
                              connection with the powers conferred on the
                              Receiver by this clause 12;

                        (o)   (PROTECT PRIORITY) do or cause to be done anything
                              to protect the priority of this deed in respect of
                              that Secured Property, to protect the Trustee's or
                              the Security Trustee's or a Secured Creditor's
                              estate or interest in that Secured Property, to
                              enforce this deed, to recover the Secured Money or
                              to protect or enhance that Secured Property;

                        (p)   (BANK ACCOUNTS) operate (to the exclusion of the
                              Trustee) the bank accounts which form part of that
                              Secured Property;

                        (q)   (INCUR LIABILITIES) expend money or incur
                              liabilities in exercising the powers conferred on
                              the Receiver by this clause 12;

                        (r)   (MASTER TRUST DEED) do anything which the Trustee
                              is empowered to do under the Master Trust Deed;

                        (s)   (NOTICE) serve notice that the Charge has become
                              fixed on any Relevant Secured Property of the
                              Trustee;

                        (t)   (AUTHORITY) collect that Secured Property or any
                              part of it; and

                        (u)   (INCIDENTAL) to do anything which is ancillary to,
                              or incidental to, any of the foregoing.


13    POWERS OF SECURITY TRUSTEE AND EXCLUSION OF STATUTORY NOTICES
--------------------------------------------------------------------------------
SECURITY TRUSTEE HAS POWERS OF RECEIVER
                  13.1  At any time after an Event of Default has occurred in
                        relation to a Trust, the Security Trustee, in addition
                        to powers conferred by other provisions of this deed or
                        by law, may, subject to the provisions of clause 12,
                        exercise any of the powers set out or referred to in
                        clause 12 (each of which is to be construed as if the
                        reference to the Receiver were a reference to the
                        Security Trustee) and whether or not a Receiver has been
                        or could be appointed under this deed.

NO LIABILITY AS MORTGAGEE IN POSSESSION
                  13.2  If either the Security Trustee or a Receiver exercises
                        its rights under this deed (including without
                        limitation, under clause 7 or clause 12), exercises its
                        rights conferred by law or takes possession of the
                        Secured

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                                                                              30
--------------------------------------------------------------------------------
                        Property pursuant to this deed, then neither of them is
                        liable to account as mortgagee in possession.

GIVE UP POSSESSION OF SECURED PROPERTY
                  13.3  The Security Trustee may give up possession of the
                        Secured Property of a Trust at any time if the Security
                        Trustee:

                        (a)   believes in good faith that it is in the interests
                              of the Secured Creditors of that Trust to do so;
                              or

                        (b)   reasonably considers that it will, by retaining
                              possession of that Secured Property, incur a
                              liability which is not limited in accordance with
                              clause 25.7.

EXCLUSION OF NOTICES
                  13.4  The Security Trustee or a Receiver need not give notice
                        or a demand to the Trustee or allow time to elapse
                        before exercising a right, power or remedy under this
                        deed or conferred by law, unless notice or demand or a
                        lapse of time is required by a law which cannot be
                        excluded. If the law requires that a period of notice
                        must be given or a lapse of time must occur or be
                        permitted before a right, power or remedy under this
                        deed or conferred by law may be exercised, then:

                        (a)   when a period of notice or lapse of time is
                              mandatory, that period of notice must be given or
                              that lapse of time must occur or be permitted by
                              the Security Trustee or Receiver; or

                        (b)   when the law provides that a period of notice or
                              lapse of time may be stipulated or fixed by this
                              deed, one day is stipulated and fixed as that
                              period of notice or lapse of time and, without
                              limitation, where applicable, one day is
                              stipulated and fixed as the period of notice or
                              lapse of time during which:

                              (i)  default must continue before a notice is
                                   given or requirement otherwise made for
                                   payment of the Secured Money or the
                                   observance of obligations under this deed;
                                   and

                              (ii) a notice or requirement for payment of the
                                   Secured Money or the observance of
                                   obligations under this deed must remain not
                                   complied with before the Security Trustee's
                                   or Receiver's rights, powers or remedies may
                                   be exercised.

NO DUTY AS CHARGEE
                  13.5  Nothing in this deed imposes a duty upon the Security
                        Trustee to exercise its powers as chargee under this
                        clause 13 or at law in circumstances where a motion at a
                        meeting of Voting Secured Creditors that a Receiver be
                        appointed is put and is not passed.

<PAGE>

                                                                              31
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14    COSTS, CHARGES, EXPENSES AND INDEMNITIES
--------------------------------------------------------------------------------
INDEMNITY BY TRUSTEE
                  14.1  Subject to this deed and without prejudice to any right
                        of indemnity given by law, the Security Trustee will be
                        indemnified by the Trustee against all costs and
                        expenses, and all loss and liability, properly incurred
                        by the Security Trustee and the Receiver (as the case
                        may be) in performing any of their duties or exercising
                        any of their powers under this deed.

EXTENT OF INDEMNITY
                  14.2  Without limiting clause 14.1, the Security Trustee in
                        respect of each Security Trust is entitled to be
                        indemnified by the Trustee of the relevant Trust for:

                        (a)   the costs, charges and expenses (including legal
                              costs and disbursements charged at the usual
                              commercial rates of the relevant legal services
                              provider) of the Security Trustee in connection
                              with the negotiation, preparation, execution,
                              stamping, registration and completion of this
                              deed, any deed amending this deed and the Deed of
                              Charge for that Trust;

                        (b)   the costs, charges and expenses (including legal
                              costs and disbursements charged at the usual
                              commercial rates of the relevant legal services
                              provider) of the Security Trustee in connection
                              with any consent, exercise or non-exercise of
                              rights or powers or performance of obligations
                              (including, without limitation, in connection with
                              the contemplated or actual enforcement or
                              preservation of any rights or powers or
                              performance of obligations under this deed),
                              production of title documents, waiver, variation,
                              release or discharge in connection with the Deed
                              of Charge for that Trust or the Secured Property
                              of that Trust;

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

                        (d)   without limiting the generality of clause 14.2(b),
                              all legal costs and disbursements charged at the
                              usual commercial rates of the relevant legal
                              services provider and all other costs,
                              disbursements, outgoings and expenses of the
                              Security Trustee in connection with the
                              initiation, carriage and settlement of any court
                              proceedings (including, without limitation,
                              proceedings against the Trustee arising from any
                              fraud, neglect, breach or default by the Trustee
                              under this deed) in respect of this deed,

                        except to the extent that any such amount is caused or
                        contributed to by the Security Trustee's and Receiver's
                        fraud, gross negligence or wilful default. If the
                        Security Trustee is not indemnified for these amounts
                        from the Trustee within a reasonable period of
                        requesting that

<PAGE>

                                                                              32
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                        indemnification, then the Security Trustee may exercise
                        its rights of indemnity out of the assets of the Trust
                        Fund for that amount.

COSTS OF EXPERTS
                  14.3  The costs, charges and expenses referred to in clause
                        14.2 include, without limitation, those payable to any
                        independent consultant or other person appointed to
                        evaluate any matter of concern (including any person
                        consulted by the Security Trustee pursuant to clause
                        7.10), any agent of the Security Trustee, any Receiver
                        or any attorney appointed under this deed, and, in the
                        case of the Security Trustee, its administration costs
                        in connection with any event referred to in clause 14.2.

GST
                  14.4  Any amount representing a cost, charge, fee, liability
                        or expense paid to the Security Trustee under this deed
                        will be inclusive of GST. The supplier will provide the
                        recipient any reasonable documentation required for GST
                        purposes so as to enable the recipient to receive an
                        input tax credit or tax refund for GST purposes.


15    APPLICATION OF MONEY
--------------------------------------------------------------------------------
APPLICATION
                  15.1  To the extent permitted by law, money received in
                        connection with this deed or the Deed of Charge in
                        respect of a Trust is to be applied (after satisfaction
                        of claims taking priority over the Charge of which the
                        Security Trustee has actual notice) in the order set out
                        in the Supplemental Deed for that Trust.

CREDITING
                  15.2  In an application of money in accordance with clause
                        15.1 the parties entitled to payments under that clause
                        are to be credited only with so much of that money as is
                        actually received by the Security Trustee. The credit
                        dates from the time of receipt. This provision applies
                        even if in exercising a power of sale the Security
                        Trustee or a Receiver transfers the Secured Property and
                        takes a Security Interest to secure the unpaid balance
                        of purchase money.

SUSPENSE ACCOUNT
                  15.3  If the Security Trustee receives money in connection
                        with this deed and a Security Trust when it considers
                        that an amount will become owing to it under clause 14
                        at a future date or when part of the Secured Money is
                        contingently owing, then the Security Trustee may
                        deposit an amount not exceeding that amount or part in
                        an interest bearing deposit account repayable on demand
                        which constitutes an Authorised Investment on terms
                        which the Security Trustee thinks fit with any person
                        until that amount or part becomes actually payable or it
                        considers that the amount will not (and no other amount
                        will) become owing to it under clause 14 or until that
                        part no longer falls within the definition of Secured
                        Money, as appropriate. At that time, the Security
                        Trustee may retain for its own account the amount which
                        is then actually payable to it. The balance is to be
                        paid in accordance with clause 15.1.

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                                                                              33
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                  15.4  No money received by the Security Trustee on the
                        realisation of the Secured Property in relation to a
                        Trust is payable to any person claiming any amount due
                        in respect of another Trust. The determination by the
                        Security Trustee (advised by the Trust Manager) of which
                        property constitutes the Secured Property in relation to
                        a Trust is conclusive in the absence of manifest error.

                  15.5  Where any costs, fees, charges, expenses and liabilities
                        of the Security Trustee or a Receiver are referable to
                        more than one Trust, they may be apportioned between
                        those Trusts at the discretion of the Security Trustee
                        (as advised by the Trust Manager). Such apportionment by
                        the Security Trustee is conclusive in the absence of
                        manifest error.

                  15.6  If for any reason the periodic fees payable to the Trust
                        Manager, the Servicer, the Trustee, the Security Trustee
                        or any other person cannot be allocated to a particular
                        Trust and are therefore required to be allocated between
                        Trusts, those fees shall be allocated on a proportionate
                        basis having regard to the average daily value of the
                        Assets of each of those Trusts.


16    REMUNERATION AND RETIREMENT OF SECURITY TRUSTEE AND DEALINGS WITH
      SECURITY TRUST
--------------------------------------------------------------------------------
REMUNERATION
                  16.1  The Security Trustee is to receive a fee in an amount
                        and payable at such times and in such manner as may from
                        time to time be agreed between the Trust Manager and the
                        Trustee in respect of each Security Trust.

MANDATORY RETIREMENT
                  16.2  The Security Trustee covenants that it will retire as
                        Security Trustee if:

                        (a)   the Security Trustee ceases to carry on business
                              in all respects or as a professional trustee;

                        (b)   there is a change in ownership of the Security
                              Trustee of more than 50%;

                        (c)   there is a change in the effective management of
                              the Security Trustee without prior written consent
                              of the Trust Manager such that the Security
                              Trustee is in the reasonable opinion of the Trust
                              Manager no longer able to fulfil its duties and
                              obligations;

                        (d)   an Insolvency Event occurs in respect of the
                              Security Trustee in its personal capacity (but not
                              in its capacity as trustee of any other trust);

                        (e)   an Extraordinary Resolution requiring the removal
                              of the Security Trustee as trustee of any Security
                              Trust is passed at a meeting of Voting Secured
                              Creditors convened under clauses 9.6, 9.7 or 9.8;
                              or

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                                                                              34
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                        (f)   when required to do so by the Trust Manager or the
                              Trustee by notice in writing, the Security Trustee
                              fails or neglects within 14 days after receipt of
                              such notice to carry out or satisfy any material
                              duty imposed on the Security Trustee in respect of
                              the Security Trust.

REMOVAL BY TRUST MANAGER
                  16.3  If the Security Trustee refuses to retire, the Trust
                        Manager is entitled to remove the Security Trustee from
                        office immediately by notice in writing if an event
                        referred to in clause 16.2 has occurred. On the
                        retirement or removal of the Security Trustee under the
                        provisions of clause 16.2 or this clause 16.3 the Trust
                        Manager, subject to any approval required by law, is
                        entitled to and must use its best endeavours to appoint
                        in writing some other person whose appointment will not
                        have an Adverse Rating Effect.

VOLUNTARY RETIREMENT
                  16.4  Subject to the appointment of a new Security Trustee,
                        the Security Trustee may retire as trustee under this
                        deed upon giving not more than 90 days' and not less
                        than 30 days' notice in writing to the Trustee and the
                        Trust Manager (or such other time as the Trust Manager,
                        the Trustee and the Security Trustee agree). Subject to
                        any approval required by law, the Security Trustee may
                        appoint in writing as the replacement any other person
                        who is approved by the Trust Manager (such approval not
                        to be unreasonably withheld) and whose appointment each
                        Designated Rating Agency confirms will not cause an
                        Adverse Rating Effect. If the Security Trustee does not
                        propose a replacement in the notice given by the
                        Security Trustee under this clause or by the date which
                        is 30 days prior to the date of the Security Trustee's
                        proposed retirement, as the case may be, the Trust
                        Manager must appoint a new security trustee as of the
                        date of the proposed retirement.

APPOINTMENT OF NEW SECURITY TRUSTEE BY VOTING SECURED CREDITORS
                  16.5  If a new security trustee has not been appointed under
                        clauses 16.3 or 16.4 at a time when the position of
                        security trustee becomes vacant in accordance with those
                        clauses, the Trust Manager must act as security trustee
                        in accordance and subject to the protections contained
                        in this deed and must promptly convene a meeting of the
                        Voting Secured Creditors of all Trusts at which Voting
                        Secured Creditors, holding or who are owed between them
                        an amount which is not less than 75% of the Secured
                        Money at the time, appoint any person nominated by any
                        of them to act as security trustee.

RELEASE OF SECURITY TRUSTEE
                  16.6  Upon retirement or removal of the Security Trustee, the
                        Security Trustee is released from all obligations under
                        this deed arising after the date of the retirement or
                        removal except for its obligation to vest each Trust
                        Fund in the new security trustee and to deliver all
                        books and records relating to the Security Trust to the
                        new security trustee (at the cost of each Trust Fund).
                        The Trust Manager and the Trustee may settle with the
                        Security Trustee the amount of any sums payable by the
                        Security Trustee to the Trust Manager or the Trustee or
                        by the Trust Manager or the Trustee to the Security
                        Trustee and may give to or

<PAGE>

                                                                              35
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                        accept from the Security Trustee a discharge in respect
                        of those sums which will be conclusive and binding as
                        between the Trust Manager, the Trustee and the Security
                        Trustee but not as between the Security Trustee and the
                        Voting Secured Creditors. The removal, retirement or
                        discharge of the Security Trustee will not affect the
                        rights or indemnities available to it under this deed or
                        at law in relation to the performance and exercise by
                        the Security Trustee of its obligations and powers as
                        Security Trustee.

VESTING OF TRUST FUND IN NEW SECURITY TRUSTEE
                  16.7  The Security Trustee, on its retirement or removal, must
                        vest each Trust Fund of the relevant Security Trusts or
                        cause it (or them) to be vested in the new security
                        trustee and must deliver and assign to such new security
                        trustee as appropriate all books, documents, records and
                        other property whatsoever relating to the Trust Fund or
                        Trust Funds. Except on removal, the Security Trustee may
                        make it a condition of vesting property in the new
                        security trustee that all liabilities of the retiring
                        security trustee for which it is entitled to be
                        indemnified and for which the retiring security trustee
                        considers it is personally liable are first satisfied or
                        provided for to the reasonable satisfaction of the
                        retiring security trustee.

NEW SECURITY TRUSTEE TO EXECUTE DEED
                  16.8  Each new security trustee must upon its appointment
                        execute a deed in such form as the Trust Manager may
                        require whereby such new security trustee must undertake
                        to the relevant Voting Secured Creditors jointly and
                        severally to be bound by all the covenants on the part
                        of the Security Trustee under this deed from the date of
                        such appointment. Any appointment of a new security
                        trustee has no effect until such a deed is executed by
                        the new security trustee.

SECURITY TRUSTEE FURTHER ASSURANCE
                  16.9  The Security Trustee must do all such things and execute
                        all such documents which are necessary or appropriate
                        for the new security trustee to obtain the benefit of
                        this deed.

DEALINGS WITH TRUST
                  16.10 None of the:

                        (a)   Security Trustee;

                        (b)   Related Entities of the Security Trustee;

                        (c)   directors or officers of the Security Trustee or
                              its Related Entities; or

                        (d)   shareholders of the Security Trustee or its
                              Related Entities,

                        is prohibited from:

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

<PAGE>

                                                                              36
--------------------------------------------------------------------------------
                        (ii)  at any time:

                              (A)  contracting with;

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

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

                              any other of them, the Trustee (and its Related
                              Entities), the Trust Manager (and its Related
                              Entities) or any Secured Creditor;

                        (iii) being interested in any contract or transaction
                              referred to in paragraph (ii); or

                        (iv)  doing anything it could do if the Security Trustee
                              and the Trustee were not parties to this deed.

                              None of the persons mentioned is liable to account
                              to the Voting Secured Creditors for any profits or
                              benefits (including, without limitation, bank
                              charges, commission, exchange brokerage and fees)
                              derived in connection with anything referred to in
                              paragraph (i) to (iv).

                              The preceding provisions of this clause 16.10 only
                              apply if the Security Trustee, in connection with
                              the action, contract or transaction, acts in good
                              faith to all Voting Secured Creditors.

                              Without limiting the rest of this clause 16.10,
                              the Security Trustee and any Related Entity of the
                              Security Trustee may perform different roles in
                              connection with the Transaction Documents,
                              including roles as issuer trustee, security
                              trustee, registrar, paying agent, beneficiary, and
                              notwithstanding that interests or duties of the
                              Related Entity of the Security Trustee in respect
                              of those roles may conflict with interests or
                              duties of the Security Trustee or the interests of
                              any Secured Creditor of a Trust. The Security
                              Trustee and each Related Entity of the Security
                              Trustee will have no liability to any person for
                              assuming different roles or for any use, non-use
                              or communication of any information as
                              contemplated by this deed and the Transaction
                              Documents. This paragraph is subject to the
                              requirement that the Security Trustee and each
                              relevant Related Entity of the Security Trustee
                              acts in good faith without fraud, gross negligence
                              or wilful default regarding the Voting Secured
                              Creditors of each Trust in exercising any powers
                              or rights or taking any action of the kind
                              permitted under this clause.

                  16.11 The Security Trustee will bear the reasonable costs of
                        its removal if it is removed because of an Insolvency
                        Event. The Security Trustee will indemnify the Trust
                        Manager and each Trust for these costs. These costs are
                        not payable out of the Assets of a Trust.

<PAGE>

                                                                              37
--------------------------------------------------------------------------------
17    PRESERVATION OF SECURITY TRUSTEE'S RIGHTS
--------------------------------------------------------------------------------
LIABILITIES OF TRUSTEE NOT AFFECTED
                  17.1  The liabilities under this deed of the Trustee and the
                        rights under this deed of the Security Trustee, a
                        Receiver or an attorney appointed under this deed are
                        not affected by anything which might otherwise affect
                        them at law or in equity including, without limitation,
                        one or more of the following (whether occurring with or
                        without the consent of a person):

                        (a)   the Security Trustee or another person granting
                              time or other indulgence (with or without the
                              imposition of an additional burden) to,
                              compounding or compromising with, or wholly or
                              partially releasing the Trustee or another person
                              in any way;

                        (b)   laches, acquiescence, delay, acts, omissions or
                              mistakes on the part of the Security Trustee or
                              another person or both the Security Trustee and
                              another person;

                        (c)   any variation or novation of a right of the
                              Security Trustee or another person, or material
                              alteration of a document, in respect of the
                              Trustee or another person including, without
                              limitation, an increase in the limit of or other
                              variation in connection with the Secured Money;

                        (d)   the transaction of business, expressly or
                              impliedly, with, for or at the request of the
                              Trustee or another person;

                        (e)   a change in the legal capacity, rights or
                              obligations of a person;

                        (f)   the fact that a person is a trustee, nominee,
                              joint owner, joint venturer or a member of a
                              partnership, firm or association;

                        (g)   a judgment against the Trustee or another person;

                        (h)   any part of the Secured Money being irrecoverable;

                        (i)   an assignment of rights in connection with the
                              Secured Money;

                        (j)   the acceptance of repudiation or other termination
                              in connection with the Secured Money;

                        (k)   without limiting the provisions of the Transaction
                              Documents, the invalidity or irregularity in the
                              execution of this deed by the Trustee or any other
                              person or any deficiency in the powers of the
                              Trustee or any other person to enter into or
                              observe its obligations under this deed; or

                        (l)   any obligation of the Trustee or any other person
                              being discharged by operation of law or otherwise.

CONTINUING SECURITY

                  17.2  This deed is a continuing security despite any
                        intervening payment, settlement of account or other
                        thing until a release has been executed and given to the
                        Trustee.

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                                                                              38
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OTHER RIGHTS UNAFFECTED
                  17.3  Except as expressly limited under this deed, this deed
                        does not otherwise affect any other right, power or
                        remedy of a Secured Creditor at law or in equity.

PURCHASER FROM SECURITY TRUSTEE
                  17.4  A purchaser from or other person dealing with the
                        Security Trustee, or any Receiver, or any attorney
                        appointed under this deed or a person to whom is
                        tendered for registration an instrument duly executed by
                        any of them need not inquire:

                        (a)   whether the Secured Money is in fact owing or
                              payable;

                        (b)   whether default has occurred;

                        (c)   whether a right, power or remedy which they have
                              exercised or purported to exercise has been
                              properly exercised;

                        (d)   whether a Receiver has been properly appointed; or

                        (e)   about any other thing in connection with the
                              exercise or purported exercise of a right, power
                              or remedy.

                        The title of any person relying on this clause is not
                        affected by express or constructive notice of anything
                        in connection with the matters referred to in clauses
                        17.4(a) to (e) (inclusive).


18    POWER OF ATTORNEY
--------------------------------------------------------------------------------
ATTORNEY OF TRUSTEE
                  18.1  The Trustee, in respect of each Trust, irrevocably
                        appoints the Security Trustee, each Authorised Officer
                        of the Security Trustee, and each Receiver severally its
                        attorneys.

ATTORNEY'S POWERS
                  18.2  Upon the occurrence of an Event of Default in relation
                        to a Trust, each attorney may:

                        (a)   in the name of the Trustee (in its capacity as
                              trustee of that Trust) or the attorney do anything
                              which the Trustee (in its capacity as trustee of
                              that Trust) may lawfully authorise an attorney to
                              do in connection with this deed or the Secured
                              Property of that Trust or which in the attorney's
                              opinion is necessary or expedient to give effect
                              to any right, power or remedy conferred on the
                              Security Trustee or a Receiver by this deed, by
                              law or otherwise, (including, without limitation,
                              executing deeds and instituting, conducting and
                              defending legal proceedings);

                        (b)   delegate such of its powers (including, and where
                              applicable, this power of delegation) as it would
                              be entitled to delegate under clause 7.23 if it
                              held those powers in its own right rather than as
                              attorney of the Trustee (in its capacity as
                              trustee of the

<PAGE>

                                                                              39
--------------------------------------------------------------------------------
                              Trust) to any person for any period and may revoke
                              a delegation; and

                        (c)   exercise or concur in exercising its powers even
                              if the attorney has a conflict of duty in
                              exercising its powers or has a direct or personal
                              interest in the means or result of that exercise
                              of powers.

RATIFICATION BY TRUSTEE
                  18.3  The Trustee agrees to ratify anything done by an
                        attorney or its delegate in accordance with clause 18.2.


19    NOTICES
--------------------------------------------------------------------------------
FORM
                  19.1  A notice, approval, consent or other communication in
                        connection with this deed:

                        (a)   may be given by an Authorised Officer of the
                              relevant party; and

                        (b)   must be in writing; and

                        (c)   must be left at the address of the addressee, or
                              sent by prepaid ordinary post (airmail if posted
                              to or from a place outside Australia) to the
                              address of the addressee or sent by facsimile to
                              the facsimile number of the addressee set out
                              below or which is notified to the parties from
                              time to time after execution of this deed.

                              TRUSTEE

                              Address:     Level 3
                                           39 Hunter Street
                                           Sydney   NSW   2000
                              Facsimile:   (61 2) 9221 7870
                              Attention:   Manager, Securitisation

                              SECURITY TRUSTEE

                              Address:     Level 7
                                           1 Castlereagh Street
                                           Sydney   NSW   2000
                              Facsimile:   (61 2) 9229 9009
                              Attention:   Manager, Securitisation

                              TRUST MANAGER

                              Address:     Level 6
                                           530 Collins Street
                                           Melbourne  VIC  3000

                              Facsimile:   (61 3) 9273 3539
                              Attention:   Manager, Primary Markets Group

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                                                                              40
--------------------------------------------------------------------------------
                              NOTE TRUSTEE

                              Address:     101 Barclay Street, 21W
                                           New York, New York 10286 USA
                              Facsimile:   (212) 815 3522
                              Attention:   Global Structured Products Unit

TIME EFFECTIVE
                  19.2  Unless a later time is specified in it a notice,
                        approval, consent or other communication takes effect
                        from the time it is received.

RECEIPT
                  19.3  A communication is taken to be received:

                        (a)   in the case of a posted letter, on the third
                              (seventh, if posted to or from a place outside
                              Australia) day after posting; and

                        (b)   in the case of a facsimile, on production of a
                              transmission report by the machine from which the
                              facsimile was sent which indicates that the
                              facsimile was sent in its entirety to the
                              facsimile number of the recipient notified for the
                              purpose of this clause.

                        However, if the time of deemed receipt of any notice is
                        not before 4.00pm local time on a Business Day at the
                        address of the recipient, it is deemed to have been
                        received at the commencement of business on the next
                        Business Day.

                  19.4  All notices with respect to the Secured Creditors are
                        valid if despatched by prepaid ordinary post (airmail if
                        posted to a place outside Australia) to the Secured
                        Creditors at their registered office (or, in the case of
                        Note Holders holding Registered Notes, to the address
                        specified in the Register of Note Holders and, in the
                        case of joint holders, to the person whose name first
                        appears in the Register of Note Holders) or, in the case
                        of the owners of Bearer Notes, any notice will be
                        effectively given if it is given to the Note Trustee in
                        accordance with this clause and in the manner
                        contemplated by the relevant Note Trust Deed and the
                        terms and conditions of issue (if any) of the relevant
                        Bearer Notes. Such notice is taken to be received on the
                        third (seventh, if posted to a place outside Australia)
                        day after posting.


20    RELEASE AND ASSIGNMENT
--------------------------------------------------------------------------------
RELEASE
                  20.1  (a)   The Security Trustee agrees to execute a release
                              of the Secured Property of a Trust from the
                              relevant Charge at the request of the Trustee and
                              the Trust Manager of the relevant Trust on the
                              earlier to occur of the full and final payment of
                              all of the Secured Money of that Trust and the
                              termination of the Trust.

                        (b)   The Security Trustee agrees to execute a release
                              of any part of the Security Property of a Trust
                              from the relevant Charge if

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                                                                              41
--------------------------------------------------------------------------------
                              such a release is permitted under the Transaction
                              Documents for that Trust.

ASSIGNMENT
                  20.2  The Trustee of a Trust may not create or allow to exist
                        a Security Interest over an interest in this deed or
                        assign or otherwise dispose of or deal with its rights
                        under this deed otherwise than in accordance with the
                        Master Trust Deed or the relevant Supplemental Deed.


21    MISCELLANEOUS
--------------------------------------------------------------------------------
CERTIFICATE
                  21.1  A certificate signed by the Security Trustee or its
                        solicitors about a matter or about a sum payable to the
                        Security Trustee in connection with this deed or a Deed
                        of Charge is sufficient evidence of the matter or sum
                        stated in the certificate unless the matter or sum is
                        proved to be false.

EXERCISE OF RIGHTS
                  21.2  The Security Trustee, a Receiver or an attorney
                        appointed under this deed may exercise a right, power or
                        remedy at its discretion, and separately or concurrently
                        with another right, power or remedy. A single or partial
                        exercise of a right, power or remedy by the person does
                        not prevent a further exercise of that or an exercise of
                        any other right, power or remedy. Failure by the person
                        to exercise or delay in exercising a right, power or
                        remedy does not prevent its exercise. The person with
                        the right, power or remedy is not liable for any loss
                        caused by its exercise, attempted exercise, failure to
                        exercise or delay in exercising it except in the case of
                        its fraud, gross negligence or wilful default.

WAIVER AND VARIATION
                  21.3  Subject to clause 9.5, a provision of or a right created
                        under this deed may not be waived or varied except in
                        writing signed by the party or parties to be bound.

SUPERVENING LEGISLATION
                  21.4  Any present or future legislation which operates to vary
                        the obligations of the Security Trustee in connection
                        with this deed, the Secured Money or the Secured
                        Property with the result that the Security Trustee's
                        rights, powers or remedies are adversely affected
                        (including, without limitation, by way of delay or
                        postponement) is excluded except to the extent that its
                        exclusion is prohibited or rendered ineffective by law.

APPROVALS AND CONSENT
                  21.5  The Security Trustee, a Receiver or an attorney
                        appointed under this deed may give conditionally or
                        unconditionally or withhold its approval or consent in
                        its absolute discretion, unless this deed expressly
                        provides otherwise.

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                                                                              42
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REMEDIES CUMULATIVE
                  21.6  The rights, powers and remedies provided in this deed
                        are cumulative with and not exclusive of the rights,
                        powers or remedies provided by law independently of this
                        deed.

INDEMNITIES
                  21.7  Each indemnity in this deed is a continuing obligation,
                        separate and independent from the other obligations of
                        the Security Trustee and survives termination of this
                        deed. It is not necessary for the Security Trustee to
                        incur expense or make payment before enforcing a right
                        of indemnity conferred by this deed.

TIME OF THE ESSENCE
                  21.8  Time is of the essence in this deed in respect of an
                        obligation of the Security Trustee to pay money.

RECEIPTS
                  21.9  The receipt of a Receiver, or an Authorised Officer of
                        the Security Trustee, releases the person paying money
                        to the Receiver or the Security Trustee in connection
                        with this deed from:

                        (a)   liability to enquire whether the Secured Money has
                              become payable;

                        (b)   liability for the money paid or expressed to be
                              received; and

                        (c)   being concerned to see to its application or being
                              answerable or accountable for its loss or
                              misapplication.

ACKNOWLEDGMENT
                  21.10 The parties acknowledge and agree that the Trustee and
                        the Trust Manager in exercising their powers and
                        discretions under this deed, and in performing their
                        obligations under this deed, must act in accordance with
                        their duties and obligations under this deed, the Deed
                        of Charge in respect of each Trust, the Master Trust
                        Deed and the Supplemental Deed in respect of each Trust
                        and may exercise such powers and discretions as provided
                        in this deed, the Deed of Charge in respect of each
                        Trust, the Master Trust Deed and the Supplemental Deed
                        in respect of each Trust and (without limitation) in
                        forming any opinion may obtain and act upon the advice
                        of persons who are not parties to this deed.

                  21.11 The parties acknowledge that they are bound by the terms
                        of this deed, the Master Trust Deed, the Deed of Charge
                        in respect of each Trust and the Supplemental Deed in
                        respect of each Trust.


22    AMENDMENT TO GLOBAL MASTER SECURITY TRUST DEED AND DEED OF CHARGE
--------------------------------------------------------------------------------
AMENDMENTS
                  22.1  Subject to this clause 22.1 and to any approval required
                        by law (including, without limitation, under the TIA)
                        and by clause 22.2, and provided that 10 Business Days
                        prior notice of the proposed

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                                                                              43
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                        amendment has been given to the Security Trustee and the
                        Designated Rating Agency, the Trustee, the Trust
                        Manager, the Security Trustee and the Note Trustee by
                        deed may amend, add to or revoke any provision of this
                        deed (including this clause 22.1) as it applies to any
                        Security Trust or any provision of any Deed of Charge
                        for the Security Trust if the amendment, addition or
                        revocation:

                        (a)   in the opinion of the Security Trustee or of a
                              barrister or solicitor instructed by the Security
                              Trustee is necessary or expedient to comply with
                              or be consistent with the provisions of any
                              statute, ordinance, regulation or by-law or with
                              the requirement of any statutory authority;

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

                        (c)   in the opinion of the Security Trustee or the
                              Trust Manager will enable the provisions of this
                              deed or the Deed of Charge to be more
                              conveniently, advantageously, profitably or
                              economically administered;

                        (d)   in the opinion of the Security Trustee or the
                              Trust Manager is otherwise desirable for any
                              reason; or

                        (e)   is considered by the Security Trustee not to be
                              materially prejudicial to the interests of the
                              Voting Secured Creditors as a whole or the
                              interests of any individual Voting Secured
                              Creditors or group of Voting Secured Creditors.

CONSENT REQUIRED
                  22.2  If in the reasonable opinion of the Security Trustee any
                        amendment, addition or revocation referred to in clause
                        22.1(c) or clause 22.1(d) will be or is likely to become
                        prejudicial to the interests of Voting Secured Creditors
                        of a particular class in respect of the Security Trust
                        or to the interests of all Voting Secured Creditors in
                        respect of the Security Trust, the amendment, addition
                        or revocation may be effected only if in accordance with
                        clause 22.3 or 22.4 (as the case may be).

AMENDMENTS PREJUDICIAL TO VOTING SECURED CREDITORS OF A CLASS
                  22.3  Subject to clause 22.4, if in the opinion of the
                        Security Trustee any amendment, addition or revocation
                        referred to in clause 22.1(c) or clause 22.1(d) will be
                        or is likely to become prejudicial to the interests of
                        Voting Secured Creditors of a particular class, the
                        amendment, addition or revocation may only be effected
                        if the relevant Voting Secured Creditors pass an
                        Extraordinary Resolution approving such amendment,
                        addition or revocation in accordance with clause 10.

AMENDMENTS PREJUDICIAL TO ALL VOTING SECURED CREDITORS
                  22.4  If in the opinion of the Security Trustee, any
                        amendment, addition or revocation referred to in clause
                        22.1(c) or clause 22.1(d) will be or is likely to become
                        prejudicial to the interests of all Voting Secured
                        Creditors in respect of the Security Trust:

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                                                                              44
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                        (a)   the amendment, addition or revocation may only be
                              effected if the relevant Voting Secured Creditors
                              pass an Extraordinary Resolution approving such
                              amendment, addition or revocation in accordance
                              with clause 10; and

                        (b)   there will not be a separate Extraordinary
                              Resolution required for each class of Voting
                              Secured Creditors pursuant to clause 22.3.

CONSENT TO PAYMENT MODIFICATION IN RELATION TO NOTES
                  22.5  If any alteration, addition or revocation referred to in
                        clause 22 effects or purports to effect a Payment
                        Modification it will not be effective as against a given
                        Note Holder unless consented to by that Note Holder.

                  22.6  The Security Trustee will be entitled to assume that any
                        proposed alteration, addition or revocation referred to
                        in clause 22 (other than a Payment Modification) will
                        not be materially prejudicial to the interests of a
                        Class of Note Holders or all Note Holders if each of the
                        Designated Rating Agencies confirms in writing that if
                        the alteration, addition or revocation is effected this
                        will not lead to a reduction, qualification or
                        withdrawal of the then rating given, respectively, to
                        the Class of Notes, or to each Class of Notes, by the
                        Designated Rating Agency.

UNCONDITIONAL RIGHTS OF NOTE HOLDERS TO RECEIVE PRINCIPAL AND INTEREST
                  22.7  Notwithstanding any other provision of this deed, any
                        Note Holder shall have the right, which is absolute and
                        unconditional, to receive payment of the principal of
                        and interest, if any, on each Note held by it on or
                        after the respective due dates thereof expressed in such
                        Note or in this deed or to institute suit for the
                        enforcement of any such payment if and to the extent
                        that the institution or prosecution thereof or the entry
                        of judgment therein would, under applicable law, result
                        in the surrender, impairment, waiver, or loss of the
                        Security Interest created by this deed and each Deed of
                        Charge upon any property subject to such Security
                        Interest, and such right shall not be impaired without
                        the consent of such Note Holder, except to the extent
                        that the Transaction Documents contain provisions
                        limiting or denying the right of any Note Holder to
                        institute any such suit.


23    GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS
--------------------------------------------------------------------------------
GOVERNING LAW
                  23.1  This deed and each Security Trust are governed by the
                        law in force in New South Wales and the rights,
                        liabilities and obligations of the Trustee, Security
                        Trustee, Trust Manager, the Note Trustee and the Secured
                        Creditors are governed by the laws in force in New South
                        Wales.

NON-EXCLUSIVE JURISDICTION
                  23.2  Each party irrevocably and unconditionally submits to
                        the non-exclusive jurisdiction of the courts of New
                        South Wales and courts of appeal from them. Each party
                        waives any right it has to object to an action being
                        brought in those courts including, without limitation,
                        by

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                                                                              45
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                        claiming that the action has been brought in an
                        inconvenient forum or that those courts do not have
                        jurisdiction.

SERVICE OF PROCESS
                  23.3  Without preventing any other mode of service, any
                        document in an action (including, without limitation,
                        any writ of summons or other originating process or any
                        third or other party notice) may be served on any party
                        by being delivered to or left for that party at its
                        address for service of notices under clause 19.


24    COUNTERPARTS
--------------------------------------------------------------------------------
                        This deed may consist of a number of counterparts and
                        the counterparts taken together constitute one and the
                        same instrument.


25    LIMITED RECOURSE
--------------------------------------------------------------------------------
LIMITATION ON TRUSTEE'S LIABILITY
                  25.1  This deed applies to the Trustee only in its capacity as
                        trustee of each Trust and in no other capacity. A
                        liability incurred by the Trustee acting in its capacity
                        as trustee of a Trust arising under or in connection
                        with this deed is limited to and can be enforced against
                        the Trustee only to the extent to which it can be
                        satisfied out of Assets of the relevant Trust out of
                        which the Trustee is actually indemnified for the
                        liability. This limitation of the Trustee's liability
                        applies despite any other provision of this deed (other
                        than clause 25.3) and extends to all liabilities and
                        obligations of the Trustee in any way connected with any
                        representation, warranty, conduct, omission, agreement
                        or transaction related to this deed.

CLAIMS AGAINST TRUSTEE
                  25.2  The parties other than the Trustee (including any
                        Secured Creditor) may not sue the Trustee in any
                        capacity other than as trustee of the relevant Trust,
                        including seeking the appointment of a receiver (except
                        in relation to the Assets of that Trust), or a
                        liquidator, an administrator or any similar person to
                        the Trustee or prove in any liquidation, administration
                        or arrangements of or affecting the Trustee (except in
                        relation to the Assets of that Trust).

BREACH OF TRUST
                  25.3  The provisions of this clause 25 limiting the Trustee's
                        liability will not apply to any obligation or liability
                        of the Trustee to the extent that it is not satisfied
                        because under this deed or any other Transaction
                        Document in relation to the relevant Trust or by
                        operation of law there is a reduction in the extent of
                        the Trustee's indemnification out of the Assets of that
                        Trust as a result of the Trustee's fraud, gross
                        negligence or wilful default.

ACTS OR OMISSIONS
                  25.4  It is acknowledged that the Relevant Parties are
                        responsible under this deed and the other Transaction
                        Documents in relation to a Trust for performing a
                        variety of obligations relating to that Trust. No act or

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                                                                              46
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                        omission of the Trustee (including any related failure
                        to satisfy its obligations or breach of representation
                        or warranty under this deed) will be considered fraud,
                        gross negligence or wilful default for the purpose of
                        clause 25.3 if and to the extent the act or omission was
                        caused or contributed to by any failure by any Relevant
                        Party or any other person appointed by the Trustee under
                        any Transaction Document (other than a person whose acts
                        or omissions the Trustee is liable for in accordance
                        with any Transaction Document) to fulfil its obligations
                        relating to the Trust or by any other act or omission of
                        any Relevant Party or any other such person regardless
                        of whether or not the act or omission is purported to be
                        done on behalf of the Trustee.

NO OBLIGATION
                  25.5  No attorney, agent, receiver or receiver and manager
                        appointed in accordance with this deed or any other
                        Transaction Document has authority to act on behalf of
                        the Trustee in a way which exposes the Trustee to any
                        personal liability, and no act or omission of any such
                        person will be considered fraud, gross negligence or
                        wilful default of the Trustee for the purposes of clause
                        25.3.

                  25.6  The Trustee is not obliged to do anything or refrain
                        from doing anything under or in connection with this
                        deed (including incur a liability) unless the Trustee's
                        liability is limited in the same manner as set out in
                        this clause.

SECURITY TRUSTEE LIABILITY
                  25.7  Notwithstanding any other provision of this deed, the
                        Security Trustee will have no liability under or in
                        connection with this deed, a Deed of Charge, or any
                        other Transaction Document (whether to the Secured
                        Creditors, the Trustee, the Trust Manager or any other
                        person) other than to the extent to which the liability
                        is able to be satisfied in accordance with this deed out
                        of the property of the Trust Fund of the Security Trust
                        created by the relevant Deed of Charge 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 out of the relevant Trust Fund
                        as a result of the Security Trustee's fraud, gross
                        negligence or wilful default. Nothing in this clause
                        25.7 or any similar provision in any other Transaction
                        Document limits or adversely affects the powers of the
                        Security Trustee, any Receiver or attorney in respect of
                        any Deed of Charge or any Secured Property.


26    RELEVANT NOTE TRUSTEE
--------------------------------------------------------------------------------
CAPACITY
                  26.1  The Note Trustee is a party to this deed in its capacity
                        as trustee from time to time for the Bearer Note Holders
                        of each Trust which are issued with the benefit of a
                        Note Trust Deed in respect of such Trust (under the
                        relevant Note Trust Deed for each such Trust) in respect
                        of which the Supplemental Deed for that Trust specifies
                        that this deed, and the role of the Note Trustee, is to
                        apply to that Trust.

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                                                                              47
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EXERCISE OF RIGHTS
                  26.2  Except as otherwise provided in this deed and in the
                        relevant Note Trust Deed:

                        (a)   (ONLY BY NOTE TRUSTEE): the rights, remedies and
                              discretions of the relevant Bearer Note Holders
                              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 relevant Note Trustee on behalf of the
                              relevant Bearer Note Holders in accordance with
                              the relevant Note Trust Deed; and

                        (b)   (LIMITED RIGHT OF ENFORCEMENT BY BEARER NOTE
                              HOLDERS): the relevant Bearer Note Holders may
                              only exercise enforcement rights in respect of the
                              Secured Property through the relevant Note Trustee
                              and only in accordance with this deed.

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

VOTING AT MEETINGS
                  26.4  If the Note Trustee in respect of a Trust is entitled
                        under this deed to vote at any meeting of the Secured
                        Creditors or Voting Secured Creditors of that Trust on
                        behalf of the Bearer Note Holders of that Trust, the
                        Note Trustee must vote in accordance, where applicable,
                        with the directions of the Bearer Note Holders of that
                        Trust in accordance with the Note Trust Deed and
                        otherwise in its absolute discretion.

PAYMENTS
                  26.5  Any payment to be made to a Bearer Note Holder under
                        this deed may be made to the relevant Note Trustee or a
                        Paying Agent on behalf of that Bearer Note Holder.

NOTICES
                  26.6  Any notice to be given to a Bearer Note Holder under
                        this deed may be given to the relevant Note Trustee on
                        behalf of that Bearer Note Holder. Any costs to the
                        relevant Note Trustee of publishing such notice to the
                        Bearer Note Holders will, subject to this deed, be
                        reimbursed by the Trustee to the relevant Note Trustee.

LIMITATION OF RELEVANT NOTE TRUSTEE'S LIABILITY
                  26.7  The liability of the relevant Note Trustee under this
                        deed is limited in the manner and to the same extent as
                        under the relevant Note Trust Deed.

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                                                                              48
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EXECUTED as a deed in the Australian Capital Territory.



<PAGE>

                                                                              49
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EXECUTION PAGE
--------------------------------------------------------------------------------
SIGNED, SEALED AND DELIVERED by     )
as attorney for PERPETUAL TRUSTEE   )
COMPANY LIMITED under power of      )
attorney dated                      )
                                    )
in the presence of:                 )
                                    )
 ................................    )
Signature of witness                )
                                    )
 ................................    )
Name of witness (block letters)     )
                                    )
 ................................    )
Address of witness                  )      ................................
                                    )      By executing this deed the
 ................................    )      attorney states that the attorney
Occupation of witness               )      has received no notice of
                                    )      revocation of the power of attorney



SIGNED, SEALED AND DELIVERED by     )
as attorney for P.T. LIMITED under  )
power of attorney dated             )
                                    )
in the presence of:                 )
                                    )
 ................................    )
Signature of witness                )
                                    )
 ................................    )
Name of witness (block letters)     )
                                    )
 ................................    )
Address of witness                  )      ................................
                                    )      By executing this deed the
 ................................    )      attorney states that the attorney
Occupation of witness               )      has received no notice of
                                    )      revocation of the power of attorney

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                                                                              50
--------------------------------------------------------------------------------
SIGNED by                          )
                                   )
                                   )
on behalf of and SEALED AND        )
DELIVERED by ANZ CAPEL COURT       )
LIMITED in the presence of:        )
                                   )
                                   )
 ..............................     )
Signature of witness               )
                                   )
 ..............................     )
Name of witness (block letters)    )
                                   )
 ..............................     )        ..............................
Address of witness                 )        By executing this deed the
                                   )        signatory states that the
 ..............................     )        signatory has received no notice
Occupation of witness              )        of revocation of the authority
                                   )        pursuant to which they execute
                                            this deed



SIGNED, SEALED AND DELIVERED by     )
as authorised signatory for THE     )
BANK OF NEW YORK, NEW YORK BRANCH   )
                                    )
in the presence of:                 )
                                    )
 ................................    )
Signature of witness                )
                                    )
 ................................    )
Name of witness (block letters)     )
                                    )
 ................................    )
Address of witness                  )
                                    )      ................................
 ................................    )      By executing this deed the
Occupation of witness               )      signatory states that signatory
                                    )      has received no notice of
                                    )      revocation of the authority under
                                           which this deed is signed, sealed
                                           and delivered