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                                               Security Trust Deed

                               PERPETUAL TRUSTEES VICTORIA LIMITED

                                 PERPETUAL TRUSTEE COMPANY LIMITED

                   INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED

                                              THE BANK OF NEW YORK



                                       Interstar Millennium Trusts

                         Interstar Millennium Series 2003-5G Trust



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



                         (C) Copyright Allens Arthur Robinson 2003


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SECURITY TRUST DEED                                                             [Allens Arthur Robinson Logo]

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<S>      <C>      <C>                                                                                     <C>

TABLE OF CONTENTS

1.       DEFINITIONS AND INTERPRETATION                                                                    1
         1.1      Definitions                                                                              1
         1.2      Definitions in Master Trust Deed and Series Notice and Transaction Document amendments   5
         1.3      Interpretation                                                                           5
         1.4      Determination, statement and certificate sufficient evidence                             6
         1.5      Document or agreement                                                                    6
         1.6      Rights and obligations of Mortgagees                                                     6
         1.7      Transaction Document                                                                     7
         1.8      Chargor as trustee                                                                       7
         1.9      Knowledge of the Chargor                                                                 7
         1.10     Knowledge of Security Trustee                                                            7
         1.11     Knowledge of Note Trustee                                                                7

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

3.       CHARGE                                                                                            9
         3.1      Charge                                                                                   9
         3.2      Security                                                                                 9
         3.3      Prospective liability                                                                    9

4.       NATURE OF CHARGE                                                                                  9
         4.1      Priority                                                                                 9
         4.2      Nature of Charge                                                                         9
         4.3      Dealing with Mortgaged Property                                                          9
         4.4      Crystallisation                                                                         10
         4.5      De-crystallisation                                                                      11

5.       COVENANTS AND WARRANTIES                                                                         11
         5.1      Covenant                                                                                11
         5.2      Negative Covenants                                                                      11
         5.3      Warranty                                                                                12
         5.4      Trust Manager's Undertakings                                                            13

6.       FURTHER ASSURANCES                                                                               13
         6.1      Further assurances                                                                      13

7.       NOTE TRUSTEE                                                                                     13
         7.1      Capacity                                                                                13
         7.2      Exercise of rights                                                                      13
         7.3      Instructions or directions                                                              14
         7.4      Payments                                                                                14
         7.5      Notices                                                                                 14

8.       EVENTS OF DEFAULT                                                                                14
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         8.1      Events of Default                                                                       14
         8.2      Rights of the Security Trustee upon Event of Default                                    16
         8.3      Notify Events of Default                                                                16
9.       ENFORCEMENT                                                                                      17
         9.1      Power to enforce                                                                        17
         9.2      No obligation to enforce                                                                17
         9.3      Obligation to convene meeting                                                           17
         9.4      Security Trustee to act in Accordance with Directions                                   17
         9.5      Security Trustee must receive Indemnity                                                 18
         9.6      Limitation on rights of Mortgagees                                                      18
         9.7      Immaterial waivers                                                                      19
         9.8      Acts pursuant to Resolutions                                                            19
         9.9      Overriding Provision                                                                    19

10.      APPOINTMENT OF RECEIVER                                                                          20
         10.1     Appointment                                                                             20
         10.2     Agent of Chargor                                                                        20
         10.3     Receiver's powers                                                                       20
         10.4     Receiver appointed after commencement of winding up                                     23
         10.5     Powers exercisable by the Security Trustee                                              23
         10.6     Withdrawal                                                                              23

11.      REMUNERATION OF SECURITY TRUSTEE                                                                 23
         11.1     Costs                                                                                   23
         11.2     Fee                                                                                     23
         11.3     Cessation of Fee                                                                        24

12.      POWER OF ATTORNEY                                                                                24

13.      COMPLETION OF BLANK SECURITIES                                                                   24

14.      PERFORMANCE OF CHARGOR'S OBLIGATIONS                                                             24

15.      STATUTORY POWERS                                                                                 25
         15.1     Powers in augmentation                                                                  25
         15.2     Notice not required                                                                     25

16.      APPLICATION OF MONEYS RECEIVED                                                                   25
         16.1     Priorities                                                                              25
         16.2     Moneys actually received                                                                26
         16.3     Amounts contingently due                                                                27
         16.4     Notice of subsequent Security Interests                                                 27
         16.5     Satisfaction of debts                                                                   27
         16.6     Proportionate Sharing                                                                   27

17.      OTHER SECURITY INTERESTS OVER MORTGAGED PROPERTY                                                 28

18.      PROTECTION OF MORTGAGEES, RECEIVER AND ATTORNEY                                                  28

19.      PROTECTION OF THIRD PARTIES                                                                      29
         19.1     No enquiry                                                                              29
         19.2     Receipt                                                                                 29
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SECURITY TRUST DEED                                                             [Allens Arthur Robinson Logo]

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20.      EXPENSES, INDEMNITY                                                                              30
         20.1     Expenses                                                                                30
         20.2     Indemnity                                                                               30

21.      CURRENCY INDEMNITY                                                                               30

22.      STAMP DUTIES                                                                                     31

23.      INTEREST ON OVERDUE AMOUNTS                                                                      31
         23.1     Accrual                                                                                 31
         23.2     Payment                                                                                 31
         23.3     Rate                                                                                    31

24.      CERTIFICATE AS TO AMOUNT OF SECURED MONEYS, ETC.                                                 32

25.      SURVIVAL OF REPRESENTATIONS                                                                      32

26.      INDEMNITY AND REIMBURSEMENT OBLIGATIONS                                                          32

27.      CONTINUING SECURITY                                                                              32

28.      OTHER SECURITIES                                                                                 32

29.      DISCHARGE OF THE CHARGE                                                                          33
         29.1     Release                                                                                 33
         29.2     Contingent Liabilities                                                                  33
         29.3     Charge reinstated                                                                       33

30.      AMENDMENT                                                                                        33
         30.1     Approval of Trust Manager                                                               33
         30.2     Extraordinary Resolution of Voting Mortgagees                                           34
         30.3     Distribution of Amendments                                                              34

31.      LIABILITY                                                                                        34
         31.1     Liability of Chargor limited to its right of indemnity                                  34
         31.2     Unrestricted remedies                                                                   34
         31.3     Restricted remedies                                                                     35
         31.4     Liability of Security Trustee limited to its right of indemnity                         35
         31.5     Advice from Professional Advisers                                                       35

32.      WAIVERS, REMEDIES CUMULATIVE                                                                     36

33.      CONSENTS AND OPINION                                                                             36

34.      SEVERABILITY OF PROVISIONS                                                                       36

35.      MORATORIUM LEGISLATION                                                                           36

36.      ASSIGNMENTS                                                                                      37

37.      NOTICES                                                                                          37

38.      RELATIONSHIP OF MORTGAGEES TO SECURITY TRUSTEE                                                   38
         38.1     Instructions; extent of discretion                                                      38
         38.2     No obligation to investigate authority                                                  38
         38.3     Delegation                                                                              38
         38.4     Reliance on documents and experts                                                       39
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SECURITY TRUST DEED                                                             [Allens Arthur Robinson Logo]

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         38.5     Notice of transfer                                                                      39
         38.6     Notice of default                                                                       39
         38.7     Security Trustee as Mortgagee                                                           39
         38.8     Indemnity to Security Trustee                                                           40
         38.9     Independent investigation                                                               40
         38.10    No monitoring                                                                           40
         38.11    Information                                                                             40
         38.12    Conflicts                                                                               41
         38.13    No Liability                                                                            41

39.      RETIREMENT AND REMOVAL OF SECURITY TRUSTEE                                                       41
         39.1     Retirement                                                                              41
         39.2     Removal                                                                                 42
         39.3     Replacement                                                                             42

40.      MEETINGS OF MORTGAGEES                                                                           43
         40.1     Limitation on Security Trustee's Powers                                                 43
         40.2     Convening of Meetings                                                                   43
         40.3     Notice of Meetings                                                                      44
         40.4     Chairman                                                                                44
         40.5     Quorum                                                                                  45
         40.6     Adjournment                                                                             45
         40.7     Voting Procedure                                                                        45
         40.8     Right to attend and speak                                                               46
         40.9     Appointment of Proxies                                                                  47
         40.10    Corporate Representatives                                                               47
         40.11    Rights of Representatives                                                               47
         40.12    Extraordinary Resolutions                                                               48
         40.13    Extraordinary Resolution binding on Mortgagees                                          49
         40.14    Minutes and Records                                                                     49
         40.15    Written Resolutions                                                                     49
         40.16    Further Procedures for Meetings                                                         50
         40.17    Noteholder Mortgagees' rights                                                           50

41.      AUTHORISED SIGNATORIES                                                                           51

42.      GOVERNING LAW AND JURISDICTION                                                                   51

43.      COUNTERPARTS                                                                                     51

44.      SET-OFF                                                                                          51

45.      ACKNOWLEDGEMENT BY CHARGOR                                                                       51

46.      INFORMATION MEMORANDUM                                                                           51

47.      SECURITY TRUSTEE'S LIMITED LIABILITY                                                             52
         47.1     Reliance on certificates                                                                52
         47.2     Security Trustee may assume signed documents to be genuine                              52
         47.3     Security Trustee's reliance on Trust Manager, Approved Seller, Note Trustee or Servicer 53
         47.4     Compliance with laws                                                                    53
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         47.5     Taxes                                                                                   53
         47.6     Reliance on experts                                                                     53
         47.7     Oversights of others                                                                    54
         47.8     Powers, authorities and discretions                                                     54
         47.9     Impossibility or impracticability                                                       54
         47.10    No liability except for negligence etc.                                                 54
         47.11    Legal and other proceedings                                                             54
         47.12    No liability except for negligence etc.                                                 55
         47.13    Further limitations on Security Trustee's liability                                     55
         47.14    Conflicts                                                                               56
         47.15    Information                                                                             57
         47.16    Investigation by Security Trustee                                                       57

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SECURITY TRUST DEED                                [Allens Arthur Robinson Logo]

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DATE                                                                  2003
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PARTIES
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1.              PERPETUAL TRUSTEES VICTORIA LIMITED (ABN 47 004 027 258) of
                Level 28, 360 Collins Street, Melbourne, Victoria in its
                capacity as trustee of the Interstar Millennium Series 2003-5G
                Trust (the CHARGOR);

2.              PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) of Level
                7, 9 Castlereagh Street, Sydney, New South Wales (the SECURITY
                TRUSTEE);

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

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

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

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

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

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

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IT IS AGREED as follows.

1.       DEFINITIONS AND INTERPRETATION
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1.1      DEFINITIONS

         The following definitions apply unless the context requires otherwise.

         A$ EQUIVALENT means, in relation to an amount denominated in US$ at any
         time, that amount converted into A$ as the spot exchange rate in New
         York City for US$ purchases of A$ at that time.

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

         CHARGE means the charge created by this deed.

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

         CHARGOR'S INDEMNITY means:

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

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

         CLASS A MORTGAGEES means together:

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

         (b)      the Class A1 Noteholders.

         CLASS B MORTGAGEES means together:

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

         (b)      the Class B2 Noteholders.

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

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

         EXTRAORDINARY RESOLUTION in relation to the Voting Mortgagees means:

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

         (b)      a resolution in writing pursuant to clause 40.15 signed by all
                  the Voting Mortgagees.

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

         (a)      to pay or to purchase;

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

         (c)      to indemnify against the consequences of default in the
                  payment of; or
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         (d)      to be responsible otherwise for,

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

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

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

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

         MORTGAGEE means:

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

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

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

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

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

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

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

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

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

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

         (k)      the Note Registrar in relation to its rights under the
                  Transaction Documents for the Trust; and

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

         NOTEHOLDER MORTGAGEES means, together:

         (a)      the Class A Mortgagees; and

         (b)      the Class B Mortgagees.

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         NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
         [*] 2003 issued under the Master Trust Deed in relation to the Trust.

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

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

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

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

         REPRESENTATIVE means:

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

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

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

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

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

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

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

         SETTLOR means Nicolette Andrews.

         TRUST means the trust known as the Interstar Millennium Series 2003-5G
         Trust established under the Notice of Creation of Trust, the Master
         Trust Deed and the Series Notice.

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

         TRUST FUND means each amount held by the Security Trustee under clause
         2.1 of this deed together with any other property and benefits which
         the Security Trustee receives, has vested in it or otherwise acquires
         to hold on the trust established under this deed including, without
         limitation, all the right, title and interest of the Security Trustee
         in connection with the Charge and any property which represents the
         proceeds of sale of any such property or proceeds of enforcement of the
         Charge.
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SECURITY TRUST DEED                                [Allens Arthur Robinson Logo]

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         VESTING DATE means the day preceding the earliest of:

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

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

         (c)      the day after the Charge Release Date.

         VOTING MORTGAGEE means:

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

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

                  (i)      the Class A Mortgagees; and

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

1.2      DEFINITIONS IN MASTER TRUST DEED AND SERIES NOTICE AND TRANSACTION
         DOCUMENT AMENDMENTS

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

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

1.3      INTERPRETATION

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

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

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

         (c)      a reference to an amount for which a person is CONTINGENTLY
                  LIABLE includes an amount which that person may become
                  actually or contingently liable to pay if a contingency
                  occurs, whether or not that liability will actually arise; and
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SECURITY TRUST DEED                                [Allens Arthur Robinson Logo]

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

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

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

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

1.4      DETERMINATION, STATEMENT AND CERTIFICATE SUFFICIENT EVIDENCE

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

         A reference to:

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

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

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

1.6      RIGHTS AND OBLIGATIONS OF MORTGAGEES

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

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

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

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

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

1.7      TRANSACTION DOCUMENT

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

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SECURITY TRUST DEED                                [Allens Arthur Robinson Logo]

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1.8      CHARGOR AS TRUSTEE

         In this deed, except where provided to the contrary:

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

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

1.9      KNOWLEDGE OF THE CHARGOR

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

1.10     KNOWLEDGE OF SECURITY TRUSTEE

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

1.11     KNOWLEDGE OF NOTE TRUSTEE

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

2.       APPOINTMENT OF SECURITY TRUSTEE

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2.1      THE SECURITY TRUSTEE

         The Security Trustee:

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

         (b)      acknowledges and declares that it:

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

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

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

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2.2      RESOLUTION OF CONFLICTS

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

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

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

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

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

2.3      DURATION OF TRUST

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

3.       CHARGE

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3.1      CHARGE

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

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

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3.2      SECURITY

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

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

3.3      PROSPECTIVE LIABILITY

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

4.       NATURE OF CHARGE

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4.1      PRIORITY

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

4.2      NATURE OF CHARGE

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

4.3      DEALING WITH MORTGAGED PROPERTY

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

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

                  (ii)    in any other way:

                          (A)      dispose of;

                          (B)      create or allow any interest in; or

                          (C)      part with possession of,

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

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

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

         (a)      in respect of any asset:

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

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

                          (A)      creates or allows any Security Interest over;

                          (B)      sells, leases or otherwise disposes of;

                          (C)      creates or allows any interest in; or

                          (D)      parts with possession of,

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

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

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

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

                          (C)      any similar legislation,

                          which will affect that asset; or

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

         (b)      in respect of all the Mortgaged Property:

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

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

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

4.5      DE-CRYSTALLISATION

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

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5.       COVENANTS AND WARRANTIES

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5.1      COVENANT

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

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

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

         (d)      The Chargor will give to the Security Trustee any information
                  relating to the Trust in the power or possession of the
                  Chargor that the Security Trustee reasonably requests in
                  connection with the exercise and performance of its powers and
                  obligations under this deed, including without limitation:

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

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

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

5.2      NEGATIVE COVENANTS

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

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

                  (i)     the Notes;

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

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

                  (iv)    Financial Indebtedness when the Chargor has received
                          written confirmation from each Designated Rating
                          Agency that it will not result in any reduction or

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                          withdrawal of the rating assigned to any Class of
                          Notes rated by that Designated Rating Agency;

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

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

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

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

5.3      WARRANTY

         The Chargor makes the following representations and warranties:

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

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

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

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

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

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

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

5.4      TRUST MANAGER'S UNDERTAKINGS

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

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

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

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

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

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

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

6.1      FURTHER ASSURANCES

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

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

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

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

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

7.1      CAPACITY

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

7.2      EXERCISE OF RIGHTS

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

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

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

7.3      INSTRUCTIONS OR DIRECTIONS

         The Security Trustee may rely on any instructions or directions given
         to it by the Note Trustee as being given on behalf of a Class of US$
         Noteholders from time to time and need not inquire whether the Note
         Trustee or a Class of the US$ Noteholders from time to time have
         complied with any

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         requirements under the Note Trust Deed or as to the reasonableness or
         otherwise of the Note Trustee.

7.4      PAYMENTS

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

7.5      NOTICES

         Any notice to be given to a US$ Noteholder under this deed may be given
         to the Note Trustee on behalf of that US$ Noteholder. The Chargor will
         indemnify the Note Trustee for any costs of providing such notice to
         the US$ Noteholders.

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

8.1      EVENTS OF DEFAULT

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

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

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

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

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

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

                                    (1)      to Class A Noteholders; or

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

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

         (b)      (BREACH OF OBLIGATION) The Chargor fails to perform or observe
                  any other provisions (other than an obligation referred to in
                  paragraph (a)) of a Transaction Document (including any
                  representation, warranty or undertaking) and that default (if
                  in the opinion of the Security

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                  Trustee is capable of remedy, that opinion, subject to clause
                  40.17(b), having been approved in writing by the Noteholder
                  Mortgagees) is not remedied for 30 days after written notice
                  (or such longer period as may be specified in the notice, that
                  longer period subject to clause 40.17(b), having been approved
                  in writing by the Noteholder Mortgagees) from the Security
                  Trustee requiring the failure to be remedied.

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

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

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

         (f)      (INTEREST RATE SWAP OR CURRENCY SWAPS)

                  (i)      For so long as any Secured Moneys are owing to the
                           Class A Noteholders, an Interest Rate Swap or Class
                           A2 Currency Swap is terminated and a replacement
                           Interest Rate Swap or Class A2 Currency Swap (as the
                           case may be) on terms that will not lead to a
                           withdrawal or downgrade of the rating assigned to any
                           Notes, is not put in place; or

                  (ii)     at any other time, an Interest Rate Swap or Class B1
                           Currency Swap is terminated and a replacement
                           Interest Rate Swap or Class B1 Currency Swap (as the
                           case may be) on terms that will not lead to a
                           withdrawal or downgrade of the rating assigned to any
                           Notes, is not put in place.

         (g)      (VITIATION OF TRANSACTION DOCUMENTS)

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

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

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

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

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

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

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8.2      RIGHTS OF THE SECURITY TRUSTEE UPON EVENT OF DEFAULT

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

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

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

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

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

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

8.3      NOTIFY EVENTS OF DEFAULT

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

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

9.1      POWER TO ENFORCE

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

9.2      NO OBLIGATION TO ENFORCE

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

9.3      OBLIGATION TO CONVENE MEETING

         Following the Security Trustee becoming actually aware of the
         occurrence of an Event of Default in accordance with clause 38.6, it
         shall, subject to clause 9.7, promptly convene a meeting of the Voting
         Mortgagees in accordance with this deed, at which it shall seek
         directions from the Voting Mortgagees by way of an Extraordinary
         Resolution of the Voting Mortgagees (or a written resolution

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         signed by all Voting Mortgagees) regarding the action it should take as
         a result of that Event of Default including whether to do any of the
         things referred to in clauses 8.2(a) to 8.2(d) inclusive.

9.4      SECURITY TRUSTEE TO ACT IN ACCORDANCE WITH DIRECTIONS

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

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

                  (i)      this deed; and

                  (ii)     the Security Trustee being adequately indemnified
                           from the Trust Assets or the Security Trustee
                           receiving from the Voting Mortgagees (other than the
                           Note Trustee) an indemnity in a form reasonably
                           satisfactory to the Security Trustee (which may be by
                           way of an Extraordinary Resolution of the Voting
                           Mortgagees) against all actions, proceedings, claims
                           and demands to which it may render itself liable, and
                           all costs, charges, damages and expenses which it may
                           incur, in giving effect to an Extraordinary
                           Resolution of the Voting Mortgagees.

                  The Security Trustee shall first claim on its indemnity from
                  the Trust Assets before it claims on any indemnity from the
                  Voting Mortgagees (other than the Note Trustee), including any
                  indemnity provided under clause 9.5. The Note Trustee is in no
                  circumstance required to give an indemnity to the Security
                  Trustee.

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

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

9.5      SECURITY TRUSTEE MUST RECEIVE INDEMNITY

         If:

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

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                  in relation to the enforcement of this deed and put in funds
                  to the extent to which it may become liable (including costs
                  and expenses); and

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

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

9.6      LIMITATION ON RIGHTS OF MORTGAGEES

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

9.7      IMMATERIAL WAIVERS

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

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

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

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

9.8      ACTS PURSUANT TO RESOLUTIONS

         The Security Trustee shall not be responsible for having acted in good
         faith upon any resolution purporting to have been passed at any meeting
         of the Voting Mortgagees in respect of which minutes

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         have been made and signed, even though it may subsequently be found
         that there was some defect in the constitution of that meeting or the
         passing of that resolution or that for any reasons that resolution was
         not valid or binding upon the Voting Mortgagees.

9.9      OVERRIDING PROVISION

         Notwithstanding any other provision of this deed:

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

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

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

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

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

         (b)      remove any Receiver;

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

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

10.2     AGENT OF CHARGOR

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

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

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

10.3     RECEIVER'S POWERS

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

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         liability in relation to the Receiver's exercise of those powers is
         limited to the assets of the Trust. His powers include the following.

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

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

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

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

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

         (f)      (RAISE MONEY) He may:

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

                  (ii)     give Guarantees; and

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

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

         (h)      (SELL)

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

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

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

                           (B)      for cash or on credit;

                           (C)      in one lot or in parcels;

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

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

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

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

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

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

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

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

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

                  (i)      perform or enforce;

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

                  (iii)    obtain the benefit in other ways of,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10.4     RECEIVER APPOINTED AFTER COMMENCEMENT OF WINDING UP

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

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

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

10.5     POWERS EXERCISABLE BY THE SECURITY TRUSTEE

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

10.6     WITHDRAWAL

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

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

11.1     COSTS

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

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11.2     FEE

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

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

11.3     CESSATION OF FEE

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

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

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

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

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

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

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

                  (ii)     delegate his powers (including delegation).

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

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

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

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

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

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

15.1     POWERS IN AUGMENTATION

         The powers conferred on a mortgagee by law:

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

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

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

15.2     NOTICE NOT REQUIRED

         To the extent permitted by law:

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

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

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

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

16.1     PRIORITIES

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

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

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

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

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

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

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

                           (C)      the Receiver's remuneration;

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

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

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

                           (B)      all Secured Moneys owing to the Class A
                                    Noteholders (pari passu and rateably); and
                                    (C) all Secured Moneys owing in relation to
                                    any Redraws made by the Chargor for which it
                                    has not been reimbursed under the
                                    Transaction Documents;

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

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

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

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

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

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

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

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16.2     MONEYS ACTUALLY RECEIVED

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

16.3     AMOUNTS CONTINGENTLY DUE

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

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

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

16.4     NOTICE OF SUBSEQUENT SECURITY INTERESTS

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

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

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

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

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

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

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

16.5     SATISFACTION OF DEBTS

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

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16.6     PROPORTIONATE SHARING

         (a)      SHARING

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

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

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

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

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

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

         (b)      NETTING

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

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

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

         (b)      The Security Trustee or any Receiver may at any time pay or
                  agree to pay the amount certified by the holder of a Security
                  Interest or purported Security Interest to be necessary to
                  discharge it or some indebtedness secured by it, or to acquire
                  it. From the date of payment that amount will be part of the
                  Secured Moneys and the Chargor shall indemnify the Security
                  Trustee (and if other Mortgagees indemnify the Security
                  Trustee, those other

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                  Mortgagees) and the Receiver against that amount. This applies
                  whether or not that Security Interest or purported Security
                  Interest was valid or prior, equal or subsequent ranking, or
                  the property or moneys stated in the certificate were secured
                  by it.

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

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

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

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

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

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

19.1     NO ENQUIRY

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

         (a)      is bound to enquire:

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

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

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

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

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

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

         In this clause a DEALING is:

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

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

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

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19.2     RECEIPT

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

20.      EXPENSES, INDEMNITY

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

20.1     EXPENSES

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

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

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

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

         This includes legal costs and expenses (charged at the usual commercial
         rates of the legal services provider) expenses incurred in any review
         or environmental audit, in reimbursing or indemnifying any Receiver or
         Attorney or in retaining consultants to evaluate matters of material
         concern to that Mortgagee and administrative costs including time of
         its executives (whose time and costs are to be charged at reasonable
         rates). This does not limit the generality of clause 20.2.

20.2     INDEMNITY

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

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

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

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

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

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

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

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

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

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

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

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

23.1     ACCRUAL

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

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

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

         (c)      at the rate provided in clause 23.3,

         except where the Transaction Document provides otherwise.

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23.2     PAYMENT

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

23.3     RATE

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

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

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

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

         Without limiting clause 1.4, a certificate signed by an Authorised
         Signatory of the Security Trustee will be sufficient evidence against
         the Chargor and the Mortgagees, in the absence of manifest error or
         proof to the contrary:

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

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

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

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

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

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

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

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

         (a)      is a continuing obligation;

         (b)      is a separate and independent obligation;

         (c)      is payable on demand;

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

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


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

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

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

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

         (a)      any other Security Interest; or

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

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

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

29.1     RELEASE

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

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

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

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

29.2     CONTINGENT LIABILITIES

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

29.3     CHARGE REINSTATED

         If any claim is made by any person that any moneys applied in payment
         or satisfaction of the Secured Moneys must be repaid or refunded under
         any law (including, any law relating to preferences, bankruptcy,
         insolvency or the winding up of bodies corporate) and the Charge has
         already been discharged, the Chargor shall, at the expense of the Trust
         promptly do, execute and deliver, and

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         cause any relevant person to do, execute and deliver, all such acts and
         notes as the Security Trustee may require to reinstate this Charge
         unless the Security Trustee agrees otherwise in writing.

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

30.1     APPROVAL OF TRUST MANAGER

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

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

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

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

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

30.2     EXTRAORDINARY RESOLUTION OF VOTING MORTGAGEES

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

30.3     DISTRIBUTION OF AMENDMENTS

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


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

31.1     LIABILITY OF CHARGOR LIMITED TO ITS RIGHT OF INDEMNITY

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

31.2     UNRESTRICTED REMEDIES

         Nothing in clause 31.3 limits a Mortgagee in:

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

         (b)      obtaining declaratory relief; or

         (c)      relation to its rights under this deed.

31.3     RESTRICTED REMEDIES

         Except as provided in clauses 31.1 and 31.2, a Mortgagee shall not:

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

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

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

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

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

         (f)      (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any
                  set-off or counterclaim against the Chargor; or

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

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

31.4     LIABILITY OF SECURITY TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY

         Notwithstanding any other provision of this deed, the Security Trustee
         will have no liability under or in connection with this deed or any
         other Transaction Document (whether to the Mortgagees, the Chargor, the
         Trust Manager or any other person) or the Trust or in respect of the
         Notes other than to the extent to which the liability is able to be
         satisfied out of the property of the trust established under this deed
         out of which the Security Trustee is actually indemnified or is
         entitled to be reimbursed for the liability. This limitation will not
         apply to a liability of the Security Trustee to the extent that it is
         not satisfied because, under this deed, any other Transaction Document
         or by operation of law, there is a reduction in the extent of the
         Security Trustee's indemnification out of the Assets of the Trust as a
         result of the Security Trustee's fraud, negligence or wilful default.
         Nothing in this clause 31.4 or any similar provision in any other
         Transaction Document limits or

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         adversely affects the powers of the Security Trustee, any receiver or
         attorney in respect of the Charge or the Mortgaged Property.

31.5     ADVICE FROM PROFESSIONAL ADVISERS

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

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

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

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

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

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

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

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

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

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

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

                  The Chargor shall use its reasonable endeavours to satisfy any
                  condition or obtain any Authorisation which relates to it as
                  trustee of the Trust, but not in respect of the Trust
                  generally which may be necessary to include that liability or
                  asset validly under the Charge or this deed.

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

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

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

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

         is excluded from this deed and any Collateral Security.

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

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

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

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

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

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

                  (ii)     be:

                           (A)      left at the address of the addressee;

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

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

                           (D)      sent by email by an Authorised Signatory of
                                    the party giving the same to the addressee's
                                    specified email address and, where the Note
                                    Trustee is the addressee, with a copy by
                                    facsimile.

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

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

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                  (i)      where delivered in person, upon receipt;

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

                  (iii)    where sent by facsimile, on production by the
                           dispatching facsimile machine of a transmission
                           report which indicates that the facsimile was sent in
                           its entirety to the facsimile number of the
                           recipient; and

                  (iv)     where sent by email:

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

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

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

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

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

38.1     INSTRUCTIONS; EXTENT OF DISCRETION

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

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

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

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

38.2     NO OBLIGATION TO INVESTIGATE AUTHORITY

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

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

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38.3     DELEGATION

         (a)      The Security Trustee may employ agents and attorneys, and
                  provided that the Security Trustee exercises reasonable care
                  in selecting them and subject to paragraph (b), the Security
                  Trustee will not be liable for the acts or omissions of any
                  such agent or attorney. The Security Trustee may at the
                  expense of the Chargor obtain such advice and information from
                  lawyers, accountants, bankers and other consultants and
                  experts as it considers desirable to allow it to be properly
                  advised and informed in relation to its powers and
                  obligations. Before obtaining such advice or information
                  (unless the advice or information relates to the Trust
                  Manager) before the occurrence of an Event of Default, the
                  Security Trustee shall first inform the Trust Manager of the
                  need for the advice or information and obtain the approval of
                  the Trust Manager, which approval shall not be unreasonably
                  withheld or delayed.

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

38.4     RELIANCE ON DOCUMENTS AND EXPERTS

         The Security Trustee may rely on:

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

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

38.5     NOTICE OF TRANSFER

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

38.6     NOTICE OF DEFAULT

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

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


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38.7     SECURITY TRUSTEE AS MORTGAGEE

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

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

38.8     INDEMNITY TO SECURITY TRUSTEE

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

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

38.9     INDEPENDENT INVESTIGATION

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

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

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

38.10    NO MONITORING

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

38.11    INFORMATION

         (a)      The Chargor authorises:

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

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

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


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

38.12    CONFLICTS

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

                  (i)      obtain and rely on advice from any person referred to
                           in clause 38.4(b); and/or

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

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

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

38.13    NO LIABILITY

         Without limitation the Security Trustee shall not be liable for:

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

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

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

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

39.1     RETIREMENT

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

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

39.2     REMOVAL

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

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

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

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

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

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

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

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

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

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

39.3     REPLACEMENT

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

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

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

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

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

40.      MEETINGS OF MORTGAGEES
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40.1     LIMITATION ON SECURITY TRUSTEE'S POWERS

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

40.2     CONVENING OF MEETINGS

         (a)      (GENERALLY)

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

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

                           (A)      by the Chargor; or

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

         (b)      (TIME AND PLACE)

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

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

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

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

40.3     NOTICE OF MEETINGS

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

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

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

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

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

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

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

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

40.4     CHAIRMAN

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

40.5     QUORUM

         At any such meeting any two or more persons present in person holding,
         or being Representatives holding or representing, in aggregate not less
         than 51% of the then Secured Moneys shall form a quorum for the
         transaction of business (other than passing an Extraordinary Resolution
         in which case the quorum shall be any two or more persons present in
         person holding, or being Representatives holding or representing, in
         aggregate not less than 67.5% of the then Secured

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         Moneys) and no business (other than the choosing of a chairman) shall
         be transacted at any meeting unless the requisite quorum is present at
         the commencement of business.

40.6     ADJOURNMENT

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

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

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

40.7     VOTING PROCEDURE

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

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

         (c)      (POLL) If at any meeting a poll is so demanded, it shall be
                  taken in such manner and (subject as provided below) either at
                  once or after such an adjournment as the chairman

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                  directs and the result of such poll shall be deemed to be the
                  resolution of the meeting at which the poll was demanded as at
                  the date of the taking of the poll. The demand for a poll
                  shall not prevent the continuance of the meeting for the
                  transaction of any business other than the question on which
                  the poll has been demanded.

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

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

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

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

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

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

40.8     RIGHT TO ATTEND AND SPEAK

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

40.9     APPOINTMENT OF PROXIES

         (a)      (REQUIREMENTS) Each appointment of a proxy shall be in writing
                  and shall be deposited at the registered office of the
                  Security Trustee or in such other place as the Security
                  Trustee shall designate or approve, together with proof
                  satisfactory to the Security Trustee of its due execution (if
                  so required by the Security Trustee), not less than 24 hours
                  before the time appointed for holding the meeting or adjourned
                  meeting at which the named proxy proposes to vote, and in
                  default, the appointment of proxy shall not be treated as
                  valid unless the chairman of the meeting decides otherwise
                  before that meeting or adjourned

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                  meeting proceeds to business. A notarially certified copy
                  proof of due execution as specified above (if applicable)
                  shall, if required by the Security Trustee, be produced by the
                  proxy at the meeting or adjourned meeting, but the Security
                  Trustee shall not thereby be obliged to investigate or be
                  concerned with the validity or the authority of the proxy
                  named in any such appointment. The proxy named in any
                  appointment of proxy need not be a Voting Mortgagee.

         (b)      (PROXY REMAINS VALID) Any vote given in accordance with the
                  terms of an appointment of proxy set out in clause 40.9(a)
                  shall be valid notwithstanding the previous revocation or
                  amendment of the appointment of proxy or of any of the Voting
                  Mortgagee's instructions pursuant to which it was executed,
                  provided that no intimation in writing of such revocation or
                  amendment has been received by the Security Trustee at its
                  registered office, or by the chairman of the meeting, in each
                  case within the 24 hours before the commencement of the
                  meeting or adjourned meeting at which the appointment of proxy
                  is used.

40.10    CORPORATE REPRESENTATIVES

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

40.11    RIGHTS OF REPRESENTATIVES

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

40.12    EXTRAORDINARY RESOLUTIONS

         (a)      (POWERS) A meeting of Voting Mortgagees shall, without
                  prejudice to any rights or powers conferred on other persons
                  by this deed, have power exercisable by Extraordinary
                  Resolution:

                  (i)      to direct the Security Trustee in the action that
                           should be taken by it following the occurrence of an
                           Event of Default or the Charge or this deed becoming
                           enforceable;

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

                  (iii)    to sanction any proposal by the Trust Manager, the
                           Chargor or the Security Trustee for any modification,
                           abrogation, variation or compromise of, or

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                           arrangement in respect of, the rights of the
                           Mortgagees against the Chargor or the Trust Manager
                           whether such rights shall arise under this deed, the
                           Transaction Documents or otherwise;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  without the consent of that Mortgagee.

40.13    EXTRAORDINARY RESOLUTION BINDING ON MORTGAGEES

         Subject to clause 40.12(b), an Extraordinary Resolution passed at a
         meeting of the Voting Mortgagees duly convened and held in accordance
         with this clause 40 shall be binding upon all

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         Mortgagees whether or not present at such meeting and each of the
         Mortgagees and the Chargor, the Trust Manager and the Security Trustee
         shall be bound to give effect to it accordingly.

40.14    MINUTES AND RECORDS

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

40.15    WRITTEN RESOLUTIONS

         Notwithstanding the preceding provisions of this clause 40, a
         resolution of all the Voting Mortgagees (including an Extraordinary
         Resolution) may be passed, without any meeting or previous notice being
         required, by an instrument or notes in writing which have:

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

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

40.16    FURTHER PROCEDURES FOR MEETINGS

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

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

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

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

40.17    NOTEHOLDER MORTGAGEES' RIGHTS

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

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

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

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

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

                  (i)      the Noteholder Mortgagees must:

                           (A)      not unreasonably withhold that consent; and

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

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

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

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

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

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

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

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

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

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

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

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

         The Chargor confirms that:

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

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

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

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

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

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

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

47.1     RELIANCE ON CERTIFICATES

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

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

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

47.2     SECURITY TRUSTEE MAY ASSUME SIGNED DOCUMENTS TO BE GENUINE

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

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

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

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

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

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

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

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47.4     COMPLIANCE WITH LAWS

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

47.5     TAXES

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

47.6     RELIANCE ON EXPERTS

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

47.7     OVERSIGHTS OF OTHERS

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

47.8     POWERS, AUTHORITIES AND DISCRETIONS

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

47.9     IMPOSSIBILITY OR IMPRACTICABILITY

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

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47.10    NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

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

47.11    LEGAL AND OTHER PROCEEDINGS

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

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

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

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

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

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

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

47.12    NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

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

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

47.13    FURTHER LIMITATIONS ON SECURITY TRUSTEE'S LIABILITY

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

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

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

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

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

                  (iii)    an Obligor,

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

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

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

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

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

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

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


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

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

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

47.14    CONFLICTS

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

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

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

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

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

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

47.15    INFORMATION

         Except for notices and other documents and information (if any)
         expressed to be required to be furnished to any person by the Security
         Trustee under this deed or any other Transaction Document, the Security
         Trustee shall not have any duty or responsibility to provide any person
         (including any Mortgagee) with any credit or other information
         concerning the affairs, financial condition or business of the Trust.

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47.16    INVESTIGATION BY SECURITY TRUSTEE

         Each Mortgagee acknowledges that:

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

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

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

EXECUTED as a deed.

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


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CHARGOR


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


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


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



SECURITY TRUSTEE


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


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


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


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TRUST MANAGER


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


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


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



NOTE TRUSTEE


EXECUTED AS A DEED by THE BANK OF NEW YORK
in the presence of:


-------------------------------------  ----------------------------------------
Witness Signature                      Signature


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

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