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                                               Security Trust Deed



                           PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                                                         (Chargor)

                                                      P.T. LIMITED
                                                (Security Trustee)

                                        CRUSADE MANAGEMENT LIMITED
                                                         (Manager)

                                          WILMINGTON TRUST COMPANY
                                                    (Note Trustee)

                                Crusade Global Trust No. 1 of 2003














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



                         (C) Copyright Allens Arthur Robinson 2003



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SECURITY TRUST DEED                                                                    Allens Arthur Robinson

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TABLE OF CONTENTS

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

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

3.       CHARGE                                                                                            8
         3.1      Charge                                                                                   8
         3.2      Security                                                                                 8
         3.3      Prospective liability                                                                    8

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                                                                          9
         4.5      De-crystallisation                                                                      10

5.       COVENANTS AND WARRANTIES                                                                         10
         5.1      Covenant                                                                                10
         5.2      Negative covenants                                                                      11
         5.3      Representations and Warranties                                                          11
         5.4      Manager's undertakings                                                                  12

6.       FURTHER ASSURANCES                                                                               12
         6.1      Further assurances                                                                      12

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

8.       EVENTS OF DEFAULT                                                                                13
         8.1      Events of Default                                                                       13
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         8.2      Rights of the Security Trustee upon Event of Default                                    15
         8.3      Notify Events of Default                                                                15

9.       ENFORCEMENT                                                                                      15
         9.1      Power to enforce                                                                        15
         9.2      No obligation to enforce                                                                15
         9.3      Obligation to convene meeting                                                           16
         9.4      Security Trustee to act in accordance with directions                                   16
         9.5      Security Trustee must receive indemnity                                                 17
         9.6      Limitation on rights of Mortgagees                                                      17
         9.7      Immaterial waivers                                                                      17
         9.8      Acts pursuant to resolutions                                                            18
         9.9      Overriding provision                                                                    18

10.      APPOINTMENT OF RECEIVER                                                                          18
         10.1     Appointment                                                                             18
         10.2     Agent of Chargor                                                                        18
         10.3     Receiver's powers                                                                       19
         10.4     Receiver appointed after commencement of winding up                                     21
         10.5     Powers exercisable by the Security Trustee                                              21
         10.6     Withdrawal                                                                              21

11.      REMUNERATION OF SECURITY TRUSTEE                                                                 21
         11.1     Costs                                                                                   21
         11.2     Fee                                                                                     21
         11.3     Cessation of Fee                                                                        22

12.      POWER OF ATTORNEY                                                                                22

13.      COMPLETION OF BLANK SECURITIES                                                                   22

14.      PERFORMANCE OF CHARGOR'S OBLIGATIONS                                                             23

15.      STATUTORY POWERS                                                                                 23
         15.1     Powers in augmentation                                                                  23
         15.2     Notice not required                                                                     23

16.      APPLICATION OF MONEYS RECEIVED                                                                   23
         16.1     Priorities                                                                              23
         16.2     Moneys actually received                                                                25
         16.3     Amounts contingently due                                                                25
         16.4     Notice of subsequent Security Interests                                                 25
         16.5     Satisfaction of debts                                                                   25
         16.6     Payments into US$ Account                                                               25
         16.7     Payments out of US$ Account                                                             26
         16.8     Excluded amounts                                                                        26
         16.9     Proportionate Sharing                                                                   26

17.      OTHER SECURITY INTERESTS OVER MORTGAGED PROPERTY                                                 27

18.      PROTECTION OF MORTGAGEES, RECEIVER AND ATTORNEY                                                  27

19.      PROTECTION OF THIRD PARTIES                                                                      28
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SECURITY TRUST DEED                                                                    Allens Arthur Robinson

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         19.1     No enquiry                                                                              28
         19.2     Receipt                                                                                 28

20.      EXPENSES, INDEMNITY                                                                              28
         20.1     Expenses                                                                                28
         20.2     Indemnity                                                                               29

21.      CURRENCY INDEMNITY                                                                               29

22.      STAMP DUTIES                                                                                     29

23.      INTEREST ON OVERDUE AMOUNTS                                                                      30
         23.1     Accrual                                                                                 30
         23.2     Payment                                                                                 30
         23.3     Rate                                                                                    30

24.      CERTIFICATE AS TO AMOUNT OF SECURED MONEYS, ETC.                                                 30

25.      SURVIVAL OF REPRESENTATIONS                                                                      31

26.      INDEMNITY AND REIMBURSEMENT OBLIGATIONS                                                          31

27.      CONTINUING SECURITY                                                                              31

28.      OTHER SECURITIES                                                                                 31

29.      DISCHARGE OF THE CHARGE                                                                          31
         29.1     Release                                                                                 31
         29.2     Contingent liabilities                                                                  32
         29.3     Charge reinstated                                                                       32

30.      AMENDMENT                                                                                        32
         30.1     Approval of Manager                                                                     32
         30.2     Extraordinary Resolution of Voting Mortgagees                                           33
         30.3     Distribution of amendments                                                              33

31.      LIABILITY                                                                                        33
         31.1     Limitation of liability                                                                 33
         31.2     Rights against Mortgaged Property preserved                                             34
         31.3     Obligation Express                                                                      34
         31.4     Advice from Professional Advisers                                                       34

32.      WAIVERS, REMEDIES CUMULATIVE                                                                     35

33.      CONSENTS AND OPINION                                                                             35

34.      SEVERABILITY OF PROVISIONS                                                                       35

35.      MORATORIUM LEGISLATION                                                                           35

36.      ASSIGNMENTS                                                                                      36

37.      NOTICES                                                                                          36

38.      RELATIONSHIP OF MORTGAGEES TO SECURITY TRUSTEE                                                   36
         38.1     Instructions; extent of discretion                                                      36
         38.2     No obligation to investigate authority                                                  37
         38.3     Delegation                                                                              37
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         38.4     Reliance on documents and experts                                                       37
         38.5     Notice of transfer                                                                      38
         38.6     Notice of default                                                                       38
         38.7     Security Trustee as Mortgagee                                                           38
         38.8     Indemnity to Security Trustee                                                           38
         38.9     Independent investigation                                                               40
         38.10    No monitoring                                                                           40
         38.11    Information                                                                             40
         38.12    Conflicts                                                                               40
         38.13    No Liability                                                                            41

39.      RETIREMENT AND REMOVAL OF SECURITY TRUSTEE                                                       41
         39.1     Retirement                                                                              41
         39.2     Removal                                                                                 41
         39.3     Replacement                                                                             42
         39.4     Rating Agencies Approval                                                                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                                                                                  44
         40.6     Adjournment                                                                             44
         40.7     Voting procedure                                                                        45
         40.8     Right to attend and speak                                                               46
         40.9     Appointment of Proxies                                                                  46
         40.10    Corporate Representatives                                                               47
         40.11    Rights of Representatives                                                               47
         40.12    Extraordinary Resolutions                                                               47
         40.13    Extraordinary Resolution binding on Mortgagees                                          48
         40.14    Minutes and records                                                                     48
         40.15    Written resolutions                                                                     49
         40.16    Further procedures for meetings                                                         49
         40.17    Note Trustee rights                                                                     49

41.      AUTHORISED SIGNATORIES                                                                           50

42.      GOVERNING LAW AND JURISDICTION                                                                   50

43.      COUNTERPARTS                                                                                     50

44.      SET-OFF                                                                                          50

45.      ACKNOWLEDGEMENT BY CHARGOR                                                                       50

46.      INFORMATION MEMORANDUM                                                                           51

47.      SECURITY TRUSTEE'S LIMITED LIABILITY                                                             51
         47.1     Reliance on certificate                                                                 51
         47.2     Security Trustee's reliance on Manager, Note Trustee or Servicer                        51
         47.3     Compliance with laws                                                                    52
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         47.4     Reliance on experts                                                                     52
         47.5     Oversights of others                                                                    52
         47.6     Powers, authorities and discretions                                                     52
         47.7     Impossibility or impracticability                                                       53
         47.8     Legal and other proceedings                                                             53
         47.9     No liability except for negligence etc.                                                 53
         47.10    Further limitations on Security Trustee's liability                                     54
         47.11    Conflicts                                                                               55
         47.12    Information                                                                             55
         47.13    Investigation by Security Trustee                                                       55

48.      PRIVACY                                                                                          56













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SECURITY TRUST DEED                                       Allens Arthur Robinson

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DATE                                   2003
-------------
PARTIES
-------------

          1.   PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841) of
               Level 7, 9 Castlereagh Street, Sydney, New South Wales 2000 in
               its capacity as trustee of the Crusade Global Trust No. 1 of 2003
               (the CHARGOR);

          2.   P.T. LIMITED (ABN 67 004 454 666) of Level 7, 9 Castlereagh
               Street, Sydney, NSW 2000 (the SECURITY TRUSTEE);

          3.   CRUSADE MANAGEMENT LIMITED (ABN 90 070 715 916) of 4-16
               Montgomery Street, Kogarah, New South Wales 2217 (the MANAGER);
               and

          4.   WILMINGTON TRUST COMPANY of Rodney Square North, 1100 North
               Market Street, Wilmington, Delaware, 19890-0001 (the NOTE
               TRUSTEE, which expression shall, wherever the context requires,
               include any other person or company for the time being a note
               trustee under the Note Trust Deed).

RECITALS
-------------

          A.   The Chargor is the trustee, and the 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 Trust Documents and the payment in full of the
               Secured Moneys to the Mortgagees.

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

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

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

         CHARGE means the charge created by this deed.

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SECURITY TRUST DEED                                       Allens Arthur Robinson

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         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.

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

         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 means in relation to the Voting Mortgagees:

         (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 three
              quarters 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; and

         (c)  otherwise has the meaning given to it in the Master Trust Deed.

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

         (a)  to pay or to purchase;

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

         (c)  to indemnify against the consequences of default in the payment
              of; or

         (d)  to be responsible otherwise for,

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

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

         MASTER TRUST DEED means the Master Trust Deed dated 14 March 1998
         between the Chargor as Trustee, the Manager and St.George.

         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 Class A Noteholder, in relation to its rights under the Class
              A Notes held by it;

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SECURITY TRUST DEED                                       Allens Arthur Robinson

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

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

         (e)  any Approved Seller in relation to any relevant Accrued Interest
              Adjustment and Redraws;

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

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


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


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


         (j)  each Paying Agent in relation to its rights under the Transaction
              Documents; or

         (k)  each Note Manager in relation to its rights under the Trust
              Documents.

         NOTEHOLDER MORTGAGEES means, together:

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

         (b)  each A$ Noteholder.

         NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
         on or about the date of this deed issued under the Master Trust Deed in
         relation to the Trust.

         PERSONAL INFORMATION has the meaning given in the Privacy Act 1988
         (Cth).

         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 Class A Noteholder, the Note Trustee (as its
              representative or any other person appointed as a proxy for the
              Noteholders in accordance within 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 that 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

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SECURITY TRUST DEED                                       Allens Arthur Robinson

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         (whether alone or with another person) for any reason whatever under or
         in connection with a Trust Document. Additionally:

         (a)  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 Trust Document, or as a result of any breach of or default
              under or in connection with, a Trust Document; and

         (b)  where the Chargor would have been liable but for its Liquidation,
              it will be taken still to be liable.

         SETTLOR means Andrew Jinks.

         ST.GEORGE means St.George Bank Limited (ABN 92 055 513 070) of 4-16
         Montgomery Street, Kogarah, New South Wales 2000.

         SUPPLEMENTARY TERMS NOTICE means the Supplementary Terms Notice dated
         on or after the date of this deed relating to the Trust.

         TRUST means the Crusade Global Trust No. 1 of 2003 constituted under
         the Master Trust Deed and the Notice of Creation of Trust.

         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 Trust Documents in respect of the Trust and under the Collection
         Account, the Liquidity Account and the US$ Account.

         TRUST DOCUMENT means each of:

         (a)  this deed;

         (b)  the Master Trust Deed;

         (c)  the Supplementary Terms Notice;

         (d)  the Notice of Creation of Trust;

         (e)  the Servicing Agreement in respect of the Trust;

         (f)  the Custodian Agreement in respect of the Trust;

         (g)  each Note;

         (h)  each Support Facility for the Trust;

         (i)  the Agency Agreement;

         (j)  the Note Trust Deed; or

         (k)  the Subscription Agreements.

         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.
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SECURITY TRUST DEED                                       Allens Arthur Robinson

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         VOTING MORTGAGEE means:

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

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

              (i)  the Note Trustee, acting on behalf of the Class A
                   Noteholders under the Note Trust Deed and clause 7 and, if
                   the Note Trustee has become bound to take steps and/or to
                   proceed hereunder and fails to do so within a reasonable
                   time and such failure is continuing, the Class A
                   Noteholders, and then only if and to the extent the Class A
                   Noteholders are able to do so under Australian law; and

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

1.2      MASTER TRUST DEED DEFINITIONS AND TRUST DOCUMENT AMENDMENTS

         (a)  Words and expressions which are defined in the Master Trust Deed
              (as amended by the Supplementary Terms Notice) and the
              Supplementary Terms 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
              Supplementary Terms 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(d), 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 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,
              subject to clause 40.17(d), obtained the prior written consent of
              the Noteholder Mortgagees; and

         (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.

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
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SECURITY TRUST DEED                                       Allens Arthur Robinson

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         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)  Subject to clause 9.5, 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.

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

1.7      TRANSACTION DOCUMENT

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

1.8      CHARGOR AS TRUSTEE

         In this deed, except where provided to the contrary:

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

         (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.

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SECURITY TRUST DEED                                       Allens Arthur Robinson

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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.

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 Trust Documents to which the
                   Security Trustee is a party,

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

2.2      RESOLUTION OF CONFLICTS

         (a)  The Security Trustee shall, as regards the exercise of all
              discretions 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 the provisions of this deed, if there is at any time,
              with respect to enforcement, a conflict between a duty owed by
              the Security Trustee to any Mortgagee or class of Mortgagees, and
              a duty owed by it to another Mortgagee or class of Mortgagees,
              the Security Trustee must give priority to the interests of the
              Noteholders (which, in the case of Class A Noteholders shall be
              determined by the Note Trustee acting on their behalf (as
              provided in clause 40.17) or the Class A Noteholders, as provided
              herein and in the Note Trust Deed and which, in the case of:

              (i)  Class B Noteholders shall be determined by the Class B
                   Noteholders; and

              (ii) Class C Noteholders shall be determined by the Class C
                   Noteholders,

              in each case as provided herein).

         (c)  Subject to the provisions of this deed (other than paragraph
              (b)), the Security Trustee must give priority to the interests
              only of the Class A Noteholders if, in the Security Trustee's
              opinion (in relation to which in determining the interests of the
              Class A Noteholders, the Security Trustee may rely on the
              instructions given in a resolution passed in a meeting held in
              accordance with clause 40, by Class A Noteholders or their
              Representatives holding Class A Notes representing at least 75%
              of the aggregate Invested Amount of all Class A

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              Notes) there is a conflict between the interests of the Class A
              Noteholders and the interests of the Class B Noteholders, the
              Class C Noteholders or the other Mortgagees.

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

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.

2.4      COVENANT

         The Security Trustee covenants for the benefit of the Approved Seller
         that it will comply with clause 12.4(l)(i) of the Master Trust Deed in
         relation to any Receivable Security or Related Security which the
         Chargor or the Approved Seller has notified in writing to the Security
         Trustee is affected by a Trust Back.

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 at the time of execution of this deed are, or are
              taken under the applicable stamp duties legislation of the
              relevant jurisdiction to be, situated in any State or Territory
              of Australia other than the Australian Capital Territory or the
              Northern Territory.

3.2      SECURITY

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

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

3.3      PROSPECTIVE LIABILITY

         (a)  For the purpose of the Corporations Act 2001 (Cth) the maximum
              prospective liability (as defined in the Corporations Act 2001
              (Cth)) secured by this deed at any time is A$5,000,000,000,000
              and the total amount recoverable under this deed is limited to
              A$5,000,000,000,000 or its equivalent in another currency.

         (b)  The nature of that prospective liability is advances, interest,
              fees, costs, indemnities and other amounts included in the
              definition of SECURED MONEYS.

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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 the Mortgaged Property.

4.3      DEALING WITH MORTGAGED PROPERTY

         (a)  Except as expressly permitted in any Trust Document, the Chargor
              shall not, and the Manager shall not direct the Chargor to:

              (i)  create or allow to exist any Security Interest (other than
                   the charge created under this deed) 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 Trust
                   Documents, any disposal of or dealing with any asset for the
                   time being subject to the floating charge created under this
                   deed in the ordinary course of its ordinary business.

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

4.4      CRYSTALLISATION

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

         (a)  in respect of any asset:

              (i)  upon the occurrence of an Event of Default;

              (ii) if the Chargor:

                   (A)  creates or allows any Security Interest (other than the
                        charge created under this deed) over;

                   (B)  sells, leases or otherwise disposes of;

                   (C)  creates or allows any interest in; or

                   (D)  parts with possession of,

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

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

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

                   (B)  section 74 of the Sales Tax Assessment Act 1992(Cth);

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

                   (D)  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 must, at the direction of the 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 for each Class of Notes of any such release.

5.       COVENANTS AND WARRANTIES

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

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 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 obligations
              under the Trust Documents.

         (d)  The Chargor will give to the Note Trustee a copy of the Register,
              and to the Security Trustee any information in the power or
              possession of the Chargor relating to the Trust that

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              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;

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

              (iii) the amount and details of any Excluded Advances owing to
                    any Mortgagee.

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

5.2      NEGATIVE COVENANTS

         The Chargor shall not do, nor shall the Manager direct or cause the
         Chargor to do, any of the following without the prior written consent
         of the Security Trustee (and, subject to clause 40.17(d), the
         Noteholder Mortgagees) and without prior written confirmation from the
         Designated Rating Agency for each Class of Notes of the rating assigned
         to the Notes except as permitted by this deed, the Master Trust Deed or
         the Supplementary Terms 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 Trust 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 the Designated Rating Agencies
                    for each Class of Notes that it will not result in any
                    reduction or withdrawal of the ratings assigned to the
                    Notes by the Designated Rating Agencies;

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

         (c)  (BANK ACCOUNTS) not open any bank account not permitted in the
              Trust Documents; and

         (d)  (SECURITY INTEREST) not create or permit or suffer to exist any
              other Security Interest over the Mortgaged Property.

5.3      REPRESENTATIONS AND WARRANTIES

         The Chargor makes the following representations and warranties.

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

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         (b)  (GOOD TITLE) The Chargor is the sole equitable owner of the
              Mortgaged Property and has the power under the Master Trust Deed
              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 and this deed, the Mortgaged Property is free of all
              other Security Interests as far as the Chargor is aware.

         (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
              Supplementary Terms Notice.

         (f)  (RIGHT OF INDEMNITY) As far as the Chargor is aware, except as
              expressly provided in the Master Trust Deed or the Supplementary
              Terms Notice or statute, the Chargor has not limited in any way
              and the Chargor 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      MANAGER'S UNDERTAKINGS

         The Manager undertakes to the Security Trustee when requested promptly
         to give to the Security Trustee:

         (a)  a copy of each custody audit relating to the Trust given under
              the Custodian Agreement;

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

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

         (d)  a copy of each Trust 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

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6.1      FURTHER ASSURANCES

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

         (a)  for more satisfactorily mortgaging, assuring or securing the
              Mortgaged Property to the Mortgagees or the Security Trustee's
              nominee in a manner not inconsistent with this deed or any Trust
              Document; or

         (b)  for aiding 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 Default being
         covered by the Chargor's Indemnity. It may include registering

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         this deed, executing or registering any other document or agreement,
         delivering Trust Documents or evidence of title and executing and
         delivering blank transfers.

7.       NOTE TRUSTEE

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7.1      CAPACITY

         The Note Trustee is a party to this deed in its capacity as trustee for
         the Class A 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 Class A Noteholders
              under this deed including all rights to vote or give instructions
              or consent to the Security Trustee and to enforce any
              undertakings or warranties under this deed, may only be exercised
              by the Note Trustee on behalf of the Class A Noteholders in
              accordance with the Note Trust Deed; and

         (b)  the Class A Noteholders may only exercise enforcement rights in
              respect of the 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 all Class A
         Noteholders from time to time and need not inquire whether the Note
         Trustee or the Class A Noteholders from time to time have complied with
         any requirements under the Note Trust Deed or as to the reasonableness
         or otherwise of the Note Trustee.

7.4      PAYMENTS

         Any payment to be made to a Class A Noteholder under this deed may be
         made to the Note Trustee or a Paying Agent on behalf of that Class A
         Noteholder and shall constitute a good discharge.
7.5      NOTICES

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

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 Entitlement within 10 Business Days of the
                   Quarterly Payment Date on which the Interest Entitlement was
                   due to be paid, together with all interest accrued and
                   payable on that Interest Entitlement; or

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               (ii) any other Secured Moneys, within 10 Business Days of the due
                    date for payment (or within any applicable grace period
                    agreed with the Mortgagees, or where the Mortgagee is a
                    Class A Noteholder, with the Note Trustee, to whom the
                    Secured Moneys relate).

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

                    (A)  to Class A Noteholders; or

                    (B)  to any other person, which rank in priority to amounts
                         due to Class A Noteholders.

          (b)  (BREACH OF OBLIGATION) The Chargor fails to perform or observe
               any other provisions (other than an obligation referred to in
               paragraph (a)) of this deed or a Trust Document where such
               failure will have a Material Adverse Effect and that default (if
               in the opinion of the Security Trustee capable of remedy is not
               remedied within 30 days after written notice (or such longer
               period as may be specified in the notice from the Security
               Trustee requiring the failure to be remedied.

          (c)  (INSOLVENCY) An Insolvency Event occurs in relation to the
               Chargor.

          (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 Trust
               Assets is enforced.

          (f)  (VITIATION OF TRUST DOCUMENTS)

               (i)  All or any part of any Trust Document (other than the Basis
                    Swap, the Redraw Facility Agreement or, where the Currency
                    Swap is terminated by the provider of the Currency Swap as a
                    result of a call exercised by the Trustee under Condition
                    5(j), the 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 Trust Document (other than the Basis Swap,
                    the Redraw Facility or, where the Currency Swap is
                    terminated by the provider of the Currency Swap as a result
                    of a call exercised by the Trustee under Condition 5(j), the
                    Currency Swap)

               where that event has or will have a Material Adverse Effect.

          (g)  (TRUST) Without the prior consent of the Security Trustee (such
               consent, subject to clause 40.17(d), having been approved 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; or

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              (iii) unless another trustee is contemporaneously and immediately
                    appointed to the Trust under the Trust 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 Trust Documents.

8.2      RIGHTS OF THE SECURITY TRUSTEE UPON EVENT OF DEFAULT

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

         (a)  declare the Charge immediately enforceable;

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

         (c)  give a notice crystallising the charge in relation to any or all
              of the 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 Manager must promptly notify the Noteholder
         Mortgagees, the Security Trustee, and each of the Designated Rating
         Agencies if, to the knowledge of its officers who are responsible for
         the administration of the Trust, it becomes aware of the occurrence of
         an Event of Default, Trustee's Default, Servicer Transfer Event,
         Custodial Transfer Event (as defined in the Custodian Agreement), Title
         Perfection Event or Manager's Default including full details of that
         Event of Default, Trustee's Default, Servicer Transfer Event, Title
         Perfection Event, Custodial Transfer Event or Manager's Default (as the
         case may be).

9.       ENFORCEMENT

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9.1      POWER TO ENFORCE

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

9.2      NO OBLIGATION TO ENFORCE

         Subject to clause 9.3, pending the receipt of directions from the
         Voting Mortgagees as contemplated by clauses 9.3 and 9.4, the Security
         Trustee shall not be bound to take any action or give any consent or
         waiver or make any determination under this deed (including, without
         limiting the generality of the above, 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.

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9.3      OBLIGATION TO CONVENE MEETING

         (a)  Prior to the Security Trustee becoming actually aware of the
              occurrence of an Event of Default and provided that it has been
              indemnified to its satisfaction in accordance with this deed, the
              Security Trustee may enforce this deed without an Extraordinary
              Resolution of the Voting Mortgagees if it believes (in its
              absolute discretion) that it is necessary to do so to protect the
              interests of the Mortgagees.

         (b)  Following the Security Trustee becoming actually aware of the
              occurrence of an Event of Default in accordance with clause 1.10,
              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 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 (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 and shall comply with all directions
              contained in or given pursuant to any Extraordinary Resolution of
              the Voting Mortgagees.

         (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
                   property held on trust under clause 2.1(b) 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
              property held on trust under clause 2.1(b) before it claims on
              any indemnity from the Mortgagees other than the Note Trustee,
              including any indemnity provided under clause 9.5. The Note
              Trustee is in no circumstance required to give any indemnity to
              the Security Trustee.

         (c)  If an Event of Default is a payment default in respect of a
              subordinated Class of Notes, as long as there are Class A Notes
              outstanding that rank prior to those subordinated Notes, the
              Security Trustee shall not take any action without the consent of
              the Note Trustee on behalf of the Class A Noteholders, or the
              Class A Noteholders pursuant to the Note Trust Deed.

         (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 by Extraordinary
              Resolution and then only if and to the extent the Voting
              Mortgagees are able to do so under Australian law.

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9.5      SECURITY TRUSTEE MUST RECEIVE INDEMNITY

         If:

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

              (ii) those 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. 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 (including, without limitation, clauses 9.4(b) and
         9.5), 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 the same or any of them. Without limiting the
         generality of the foregoing, 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 (subject to clauses 40.17(d), with the
              prior written consent of the Noteholder Mortgagees) agree, on any
              terms and conditions as it may deem expedient, having first given
              notice to any Designated Rating Agency for each Class of Notes,
              but without the consent of the other 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 Trust 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)  Any such waiver, authorisation or determination shall, if the
              Security Trustee so requires, be notified to the Voting
              Mortgagees by the Manager as soon as practicable thereafter in
              accordance with this deed.

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9.8      ACTS PURSUANT TO RESOLUTIONS

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

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 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/or

         (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)  Each Mortgagee acknowledges that:

              (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.

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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 under the Master Trust Deed). However,
         every Receiver acknowledges that the Chargor's liability in relation to
         the Receiver's exercise of those powers is limited to the assets of the
         Trust. His powers include the following.

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

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

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

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

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

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

         (g)  (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.


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

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

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

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

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

          (m)  (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.

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

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

          (p)  (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).

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

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

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

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

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

          (v)  (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.

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

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

          (y)  (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.

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

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

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

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

         (dd) (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 a
         Material 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 Supplementary Terms Notice, the Chargor as
         trustee of the Trust shall reimburse the Security Trustee for all costs
         and expenses of the Security Trustee properly incurred in acting as
         Security Trustee.

11.2     FEE

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

         (b)  If the Security Trustee is required at any time to undertake
              duties which relate to the enforcement of the terms of any
              Transaction Document by the Security Trustee upon a

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              default by any other party under the terms of that Transaction
              Document, the Security Trustee is entitled to such additional
              remuneration as may be agreed between the Security Trustee and
              the Manager or, failing agreement, such amount as is determined
              by a merchant bank (acting as an expert and not as an arbitrator)
              selected by the Security Trustee. The determination of such
              merchant bank shall be conclusive and binding on the Manager and
              the Security Trustee so far as the law allows.

         (c)  The Security Trustee's fee under sub-clause (a) shall be payable
              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 Manager.

11.3     CESSATION OF FEE

         The Security Trustee shall not be entitled to remuneration under
         clauses 11.1 or 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 Receiver and 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
                   Trust Document; or

              (ii) any Mortgagee or any Receiver is authorised or empowered to
                   do under any Trust Document or any law but only at the times
                   that Mortgagee or a 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 Trust 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

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         purchaser or any nominee. It may not do so inconsistently with this
         deed or any other Trust Document.

14.      PERFORMANCE OF CHARGOR'S OBLIGATIONS

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

         If at any time the Chargor fails duly to perform any obligation in any
         Trust 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, subject to clause 40.17(d),
              and provided there is sufficient time to do so, with the prior
              written consent of the Noteholder 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 over the
              Mortgaged Property (the AVAILABLE FUND POOL) are to be applied
              (notwithstanding any order of payment in the Supplementary Terms
              Notice) in the following order of priority, subject to any other
              priority which may be required by statute or law:

              (i)  first, to pay (pari passu and rateably):

                   (A)  any fees and other expenses due to the Security Trustee
                        or the Note Trustee;

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                      (B)  any fees and other expenses due to the Principal
                           Paying Agent;

                      (C)  any Expenses then due and unpaid with respect to the
                           Trust; and

                      (D)  the Receiver's remuneration;

               (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 payable to the
                      Security Trustee or the Note Trustee under this deed;

               (iii)  third, to pay any unpaid Accrued Interest Adjustment due
                      to the Approved Seller;

               (iv)   fourth, to pay to the Swap Provider under the Interest
                      Rate Swap any Break Payments received by or on behalf of
                      the Trustee from a Borrower or any Mortgage Insurer and
                      which have not previously been paid to that Swap Provider.

               (v)    fifth, to pay (pari passu and rateably):

                      (A)  all Secured Moneys owing to the Support Facility
                           Providers (other than the Currency Swap Provider);

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

                      (C)  all Secured Moneys owing in relation to any Redraws
                           made by the Approved Seller for which it has not been
                           reimbursed under the Trust Documents; and

                      (D)  all Secured Moneys owing to the Currency Swap
                           Provider specified in a Confirmation relating to
                           Class A Notes (but without double counting with
                           payments under sub-paragraph (ii) or (v)(B));

               (vi)   sixth, all Secured Moneys owing to the Class B Noteholders
                      (as at the date of payment);

               (vii)  seventh, all Secured Moneys owing to the Class C
                      Noteholders (as at the date of payment);

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

               (ix)   ninth, to pay (pari passu and rateably) all monies owing
                      to any Mortgage Insurer;

               (x)    tenth, to pay the holder of any subsequent Security
                      Interest over Trust Assets of which the Security Trustee
                      has notice of the amount properly secured by the Security
                      Interest; and

               (xi)   eleventh, to pay any surplus to the Chargor to be
                      distributed in accordance with the Master Trust Deed and
                      the Supplementary Terms Notice.

          (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 Class A 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 Class A
              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.

16.6     PAYMENTS INTO US$ ACCOUNT

         (a)  The Chargor shall direct the Currency Swap Provider to pay all
              amounts denominated in US$ payable to the Chargor by the Currency
              Swap Provider under the Currency Swap into the US$ Account.


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         (b)  If the Chargor receives any amount denominated in US$ from the
              Currency Swap Provider under the Currency Swap it will promptly
              pay that amount to the credit of the US$ Account.

16.7     PAYMENTS OUT OF US$ ACCOUNT

         (a)  The Chargor shall, or shall require that the Paying Agent, on its
              behalf, pay all amounts credited to the US$ Account as follows
              and in accordance with the Supplementary Terms Notice, the Note
              Trust Deed and the Agency Agreement.

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

16.8     EXCLUDED AMOUNTS

         For the avoidance of doubt, the following amounts shall not be treated
         as assets of the Trust available for distribution under clause 16.1.

         (a)  Any amounts required by law to be paid to the holder of any prior
              ranking Security Interest over Trust Assets of which the Security
              Trustee has notice which amounts are properly secured by the
              Security Interest.

         (b)  Any of:

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

              (ii) the proceeds of any other cash collateral lodged by a
                   Support Facility Provider under a Support Facility, which
                   are payable to the Support Facility Provider.

              This paragraph (b) shall not apply to the extent that the
              relevant moneys are applied in accordance with the relevant
              document to satisfy any obligation owed to the Chargor by the
              relevant Support Facility Provider.

16.9     PROPORTIONATE SHARING

         (a)  SHARING

              Whenever any Mortgagee receives or recovers any money in respect
              of any sum due from the Chargor under a Trust Document in any way
              (including without limitation by set-off) except those referred
              to in clause 16.8 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). As between each Class of Class A Noteholders,
                   such payments (if any) are to be made pari passu and
                   rateably;

             (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

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                   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
              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, neither any Mortgagee nor any 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.

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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.

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 Supplementary Terms Notice and this deed, the
         Chargor shall reimburse each Mortgagee or (where the Mortgagee is a
         Class A Noteholder who is not a Voting Mortgagee) 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 Trust Documents; and

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         (b)  (i)  any actual or contemplated enforcement of the Trust
                   Documents or the actual or contemplated exercise,
                   preservation or consideration of any Powers under the Trust
                   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 Trust Documents, or in connection with which,
                   financial accommodation or funds raised under a Trust
                   Document are used or provided.

         This includes legal costs and expenses (including in-house lawyers
         charged at their usual rates) on a full indemnity basis, 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

         Subject to Clause 16.1, on demand the Chargor shall indemnify each
         Mortgagee and each Receiver and Attorney against any loss, cost,
         charge, liability or expense) that Mortgagee (or any officer or
         employee of that Mortgagee) or any Receiver or Attorney may sustain or
         incur as a direct or indirect consequence of:

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

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

21.      CURRENCY INDEMNITY

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

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

         (a)  that Mortgagee receives or recovers an amount in one currency
              (the PAYMENT CURRENCY) in respect of an amount denominated under
              a Trust 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 for) all
              stamp, transaction, registration and similar Taxes (including
              fines and penalties) in relation to the execution, delivery,
              performance or enforcement of any Trust Document or any payment
              or receipt or any other transaction contemplated by any Trust
              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 the Note Trustee and the Class A
              Noteholders) by any bank or financial institution other than
              interest witholding tax.

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         (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 Trust 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 Trust Document provides otherwise.

23.2     PAYMENT

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

23.3     RATE

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

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

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

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

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         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 Trust
              Document;

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

         (e)  as to the amount and details of Excluded Advances stated in the
              certificates.

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25.      SURVIVAL OF REPRESENTATIONS

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

26.      INDEMNITY AND REIMBURSEMENT OBLIGATIONS

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         Each indemnity, reimbursement and similar obligation in a Trust
         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 Trust Document; and

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

27.      CONTINUING SECURITY

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         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

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         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

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29.1     RELEASE

         Upon the Manager providing a certificate to the Security Trustee (upon
         which certificate the Security Trustee may rely conclusively) (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 Trust Documents have
              been performed, observed and fulfilled,

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

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29.2     CONTINGENT LIABILITIES

         The Security Trustee shall be under no obligation to release the Charge
         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, without limit, 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 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

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30.1     APPROVAL OF MANAGER

         The Security Trustee and the Chargor may, following the giving of at
         least 10 Business Days prior written notice to each Designated Rating
         Agency, and with the written approval of the Manager and (subject to
         clause 40.17(d)) the Noteholder Mortgagees and, 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 Agency;

         (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, without
              limitation, an alteration, addition or modification which is in
              the opinion of the Security Trustee appropriate or expedient as a
              consequence of the enactment of a 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.


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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 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 Voting Mortgagees.

30.3     DISTRIBUTION OF AMENDMENTS

         The Manager shall distribute to all Mortgagees and each Designated
         Rating Agency, 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.

31.      LIABILITY

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31.1     LIMITATION OF LIABILITY

         (a)  (GENERAL)

              Clause 30 of the Master Trust Deed applies to the obligations and
              liabilities of the Chargor and the Manager under this deed.

         (b)  (LIMITATION OF CHARGOR'S LIABILITY)

              (i)  The Chargor enters into this deed only in its capacity as
                   trustee of the Trust and in no other capacity (except where
                   the Transaction Documents provide otherwise). Subject to
                   paragraph (iii) below, a liability arising under or in
                   connection with this deed or the Trust can be enforced
                   against the Chargor only to the extent to which it can be
                   satisfied out of the assets and property of the Trust which
                   are available to satisfy the right of the Chargor to be
                   exonerated or indemnified for the liability. This limitation
                   of the Chargor's liability applies despite any other
                   provision of this deed and extends to all liabilities and
                   obligations of the Chargor in any way connected with any
                   representation, warranty, conduct, omission, agreement or
                   transaction related to this deed or the Trust.

              (ii) Subject to paragraph (iii) below, no person (including any
                   Relevant Party) may take action against the Chargor in any
                   capacity other than as trustee of the Trust or seek the
                   appointment of a receiver (except under this deed), or a
                   liquidator, an administrator or any similar person to the
                   Chargor or prove in any liquidation, administration or
                   arrangements of or affecting the Chargor.

             (iii) The provisions of this clause 31.1(b) shall not apply to
                   any obligation or liability of the Chargor to the extent
                   that it is not satisfied because under a Transaction
                   Document or by operation of law there is a reduction in the
                   extent of the Chargor's indemnification or exoneration out
                   of the Assets of the Trust as a result of the Chargor's
                   fraud, negligence, or Default.

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             (iv)  It is acknowledged that the Relevant Parties are responsible
                   under the Transaction Documents for performing a variety of
                   obligations relating to the Trust. No act or omission of the
                   Chargor (including any related failure to satisfy its
                   obligations under this deed) will be considered fraud,
                   negligence or Default of the Chargor for the purpose of
                   paragraph (iii) above to the extent to which the act or
                   omission was caused or contributed to by any failure by any
                   Relevant Party or any person who has been delegated or
                   appointed by the Chargor in accordance with this deed or any
                   other Transaction Document to fulfil its obligations
                   relating to the Trust or by any other act or omission of a
                   Relevant Party or any such person.

              (v)  In exercising their powers under the Transaction Documents,
                   each of the Chargor, the Security Trustee and the
                   Noteholders must ensure that no attorney, agent, delegate,
                   receiver or receiver and manager appointed by it in
                   accordance with this deed has authority to act on behalf of
                   the Chargor in a way which exposes the Chargor to any
                   personal liability and no act or omission of any such person
                   will be considered fraud, negligence, or Default of the
                   Chargor for the purpose of paragraph (iii) above.

              (vi) In this clause, RELEVANT PARTIES means each of the Manager,
                   the Servicer, the Calculation Agent, the Note Registrar,
                   each Paying Agent, the Note Trustee, and each Support
                   Facility Provider.

             (vii) Nothing in this clause limits the obligations expressly
                   imposed on the Chargor under the Transaction Documents.

31.2     RIGHTS AGAINST MORTGAGED PROPERTY PRESERVED

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

31.3     OBLIGATION EXPRESS

         The Chargor is not obliged to enter into any commitment or obligation
         under this deed unless:

         (a)  in the case of commitments or obligations that are expressly
              contemplated by a Transaction Document and are between parties to
              a Transaction Document, the Chargor's liability is limited in the
              same manner as set out in this clause 31; or

         (b)  in the case of any other commitments or obligations, the
              Chargor's liability is limited in a manner satisfactory to the
              Chargor in its absolute discretion.

31.4     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

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         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.

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

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         (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 Trust 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)  All notices, requests, demands, consents, approvals, agreements
              or other communications to or by a party to this deed:

              (i)   must be in writing;

              (ii)  must be signed by an Authorised Signatory of the sender; and

              (iii) will be taken to be duly given or made:

                    (A) (in the case of delivery in person or by facsimile
                        transmission) when delivered, received or left at the
                        address of the recipient shown in this deed, to any
                        other address it may have notified the sender, or as
                        provided in clause 37(b), but if delivery or receipt is
                        on a day on which business is not generally carried on
                        in the place to which the communication is sent or is
                        later than 4.00 pm (local time), it will be taken to
                        have been duly given or made at the commencement of
                        business on the next day on which business is generally
                        carried on in that place; or

                    (B) (in the case of delivery by post) 3 days after it is
                        posted to such an address.

         (b)  The Security Trustee may give notice to a Mortgagee at the
              address notified to the Security Trustee by the Chargor or the
              Manager as that Mortgagee's address for notice or, where the
              Mortgagee is a Noteholder, at the address of the Note Trustee.

38.      RELATIONSHIP OF MORTGAGEES TO SECURITY TRUSTEE

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38.1     INSTRUCTIONS; EXTENT OF DISCRETION

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

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         (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, if it does
              act, it must act (with prior written notice to the Noteholder
              Mortgagees) in the best interests of the Mortgagees in accordance
              with this deed.

         (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)  Neither the Chargor nor the Security Trustee need 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.

38.3     DELEGATION

         (a)  The Security Trustee may employ agents and attorneys, and,
              provided that the Security Trustee exercises reasonable care in
              selecting them, providing the Security Trustee and the agent or
              attorney, as the case may be, are not related bodies corporate
              (as defined in the Corporations Act 2001 (Cth)) the Security
              Trustee will not be liable for the acts or omissions of any such
              agent or delegate. 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 Manager) before the occurrence of an
              Event of Default, the Security Trustee shall first inform the
              Manager of the need for the advice or information and obtain the
              approval of the Manager, which approval shall not be unreasonably
              withheld or delayed.

         (b)  Notwithstanding other provisions in this clause 38.3, where the
              Security Trustee employs a related body corporate 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
              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.

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38.5     NOTICE OF TRANSFER

         The Security Trustee may treat each Mortgagee as the holder of the
         Mortgagee's rights under the Trust 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 Mortgagee 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
              Mortgagees.

38.7     SECURITY TRUSTEE AS MORTGAGEE

         (a)  The Security Trustee in its capacity as a Mortgagee has the same
              rights and powers under the Trust 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, 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 Trust Document
              and otherwise without having to account to the Mortgagees.

38.8     INDEMNITY TO SECURITY TRUSTEE

         (a)  Subject to clause 38.8(b) and to the order of payment contained
              in the Supplementary Terms 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 Trust
              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 breach of trust.

         (c)  (i)   Subject to paragraph (c)(iii) below, a liability arising
                    under or in connection with this deed or the trust
                    constituted under this deed can be enforced against the
                    Security Trustee only to the extent to which it can be
                    satisfied out of the assets and property of the trust
                    constituted under this deed which are available to satisfy
                    the right of the Security Trustee to be exonerated or
                    indemnified for the liability. This limitation of the
                    Security Trustee's liability applies despite any other
                    provision of this deed and extends to all liabilities and
                    obligations of the Security Trustee in any way connected
                    with any representation, warranty, conduct, omission,
                    agreement or transaction related to this deed or the trust
                    constituted under this deed.

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               (ii) Subject to paragraph (c)(iii) below, no person (including
                    any Relevant Party) may take action against the Security
                    Trustee in any capacity other than as trustee of the trust
                    constituted under this deed or seek the appointment of a
                    receiver (except under this deed), or a liquidator, an
                    administrator or any similar person to the Security Trustee
                    or prove in any liquidation, administration or arrangements
                    of or affecting the Security Trustee.

              (iii) The provisions of this clause 38.8(c) shall not apply to
                    any obligation or liability of the Security Trustee to the
                    extent that it is not satisfied because under a Transaction
                    Document or by operation of law there is a reduction in the
                    extent of the Security Trustee's indemnification or
                    exoneration out of the assets as a result of the Security
                    Trustee's fraud, negligence or breach of trust.

               (iv) It is acknowledged that the Relevant Parties are responsible
                    under the Transaction Documents for performing a variety of
                    obligations relating to the Trust and the trust constituted
                    under this deed. No act or omission of the Security Trustee
                    (including any related failure to satisfy its obligations
                    under this deed) will be considered fraud, negligence or
                    breach of trust of the Security Trustee for the purpose of
                    paragraph (c)(iii) above to the extent to which the act or
                    omission was caused or contributed to by any failure by any
                    Relevant Party or any person who has been delegated or
                    appointed by the Security Trustee in accordance with this
                    deed or any other Transaction Document to fulfil its
                    obligations relating to the Trust or the trust constituted
                    under this deed or by any other act or omission of a
                    Relevant Party or any such person.

               (v)  In exercising their powers under the Transaction Documents,
                    each of the Chargor, the Security Trustee and the
                    Noteholders must ensure that no attorney, agent, delegate,
                    receiver or receiver and manager appointed by it in
                    accordance with this deed has authority to act on behalf of
                    the Security Trustee in a way which exposes the Security
                    Trustee to any personal liability and no act or omission of
                    any such person will be considered fraud, negligence or
                    breach of trust of the Security Trustee for the purpose of
                    paragraph (c)(iii) above.

               (vi) The Security Trustee is not obliged to enter into any
                    commitment or obligation under this deed, unless:

                    (A)  in the case of commitments or obligations that are
                         expressly contemplated by a Transaction Document and
                         are between parties to a Transaction Document, the
                         Security Trustee's liability is limited in the same
                         manner as set out in this sub-clause (c); or

                    (B)  in the case of any other commitments or obligations,
                         the Security Trustee's liability is limited in a manner
                         satisfactory to the Security Trustee in its absolute
                         discretion.

              (vii) A failure by the Security Trustee to act because it has not
                    received instructions (or proper instructions) from the
                    Mortgagees is not fraud, negligence or breach of trust.

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             (viii) In this clause, RELEVANT PARTIES means each of the
                    Manager, the Servicer, the Calculation Agent, each Paying
                    Agent, the Note Trustee, the Note Registrar and each Support
                    Facility Provider.

               (ix) Nothing in this clause limits the obligations expressly
                    imposed on the Security Trustee under the Transaction
                    Documents.

38.9     INDEPENDENT INVESTIGATION

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

         (a)  its own investigations into the Trust, the Notes and other
              Mortgagees (including the Manager); and

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

38.10    NO MONITORING

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

38.11    INFORMATION

         The Chargor authorises:

         (a)  the Security Trustee to provide any Mortgagee; and

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

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

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 of 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 38.3 and may comply with such direction or order;
                   and/or

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

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              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)  Neither the Security Trustee nor the Note Trustee has any
              responsibility for the form or contents of this deed or any other
              Trust Document and will have any liability (except, in each case,
              with respect to itself) arising as a result of or in connection
              with any inadequacy, invalidity or unenforceability of any
              provision of this deed or the other Trust 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
              disposition 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 the
              Chargor or any person in respect of the Chargor or the Secured
              Moneys or relating in any way to the Mortgaged Property;

         (b)  any decline or loss 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 this 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,

         except to the extent caused by the fraud, negligence or breach of trust
         of the Security Trustee.

39.      RETIREMENT AND REMOVAL OF SECURITY TRUSTEE

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39.1     RETIREMENT

         Subject to any Trust 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 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 Manager, the
         Note Trustee 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 Trust 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 Manager if any of the following occurs in relation to the
              Security Trustee:

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

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

             (iii) the Security Trustee fails to comply with any of its
                   obligations under any Transaction Document and such action
                   has had, or, if continued will have, a Material Adverse
                   Effect, and, if capable of remedy, that failure is not
                   remedied within 14 days after the earlier of (i) the
                   Security Trustee having become actually aware of that
                   failure and (ii) the Security Trustee having received
                   written notice with respect thereto from the Manager; or

              (iv) there is a change in effective control of the Security
                   Trustee from that subsisting as at the date of this deed
                   unless approved by the Manager; or

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

39.3     REPLACEMENT

         (a)  Upon notice of resignation or removal the 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
              St.George or a Related Body Corporate of St.George) who accepts
              the appointment. If no such person is willing to accept this
              appointment, the Voting Mortgagees may elect a Security Trustee
              from among the Voting Mortgagees.

         (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, subject to paragraph (e).

         (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.

39.4     RATING AGENCIES APPROVAL

         Any resignation or removal of the Security Trustee and appointment of a
         successor security trustee will not become effective until acceptance
         of the appointment of that successor Security Trustee and confirmation
         by the Designated Rating Agencies that such appointment will not cause
         a downgrading, qualification or withdrawal of the then current ratings
         of the Notes.

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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 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 Class A Noteholders
                   have held a meeting in accordance with the Note Trust Deed
                   and 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 call a meeting
                   of the Class A Noteholders in accordance with the terms of
                   the Note Trust Deed.

             (iii) The proviso in sub-paragraph (i) shall not apply if:

                   (A)  the meeting of Class A Noteholders called in accordance
                        with sub-paragraph (ii) is adjourned more than once;
                        and

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

         (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 Mortgagee.


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40.3     NOTICE OF MEETINGS

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

         (b)  (SHORT NOTICE) Notwithstanding that a meeting 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 Class
              A Noteholders, as the case maybe).

         (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 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 the 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 2 or more persons present in
         person holding or being Representatives holding or representing in
         aggregate not less than 67.5% of the then Secured 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

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               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 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 2 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 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 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:

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              (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 Class A 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$100 or, in the case of A$ Noteholders for each
                   A$ Equivalent of US$100 (but, in each case, 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
              Class A Noteholder will be satisfactory evidence to the Security
              Trustee that the Note Trustee is so entitled to vote.

         For the purpose of determining the amount of Secured Moneys at any
         time, the Security Trustee may rely on the Accounts of the 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 Manager, the Security Trustee and the Beneficiary
         (through their respective Representatives) and their respective
         financial and legal advisers shall be entitled to attend and speak at
         any meeting of Voting Mortgagees (and, to the extent that they are also
         a Voting Mortgagee, to vote at that meeting). No person shall otherwise
         be entitled to attend or vote at any meeting of the Voting Mortgagees
         or to join with others in requesting the convening of such a meeting
         unless he is a Voting Mortgagee or a Representative.

40.9     APPOINTMENT OF PROXIES

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

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              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
         2001 (Cth) 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 Manager, the Chargor or the
                     Security Trustee for any modification, abrogation,
                     variation or compromise of, or arrangement in respect of,
                     the rights of the Mortgagees against the Chargor or the
                     Manager whether such rights shall arise under this deed,
                     the Trust 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 Note
                     Trustee, the Manager or the Security Trustee;

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

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              (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 Mortgagees whether or not
         present at such meeting and each of the Mortgagees and the Chargor, the
         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.

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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    NOTE TRUSTEE RIGHTS

         (a)  Despite any other provision of this deed, for so long as the
              Noteholder Mortgagees are the only Voting Mortgagees they may
              direct the Security Trustee to do any act or thing which the
              Security Trustee is required to do, or may only do, at the
              direction of an Extraordinary Resolution of Voting Mortgagees
              including those acts or things referred to in clause 40.12 and
              the Security Trustee shall, subject to this deed, comply with
              such direction of the Noteholder Mortgagees.

         (b)  Neither the Security Trustee nor the Manager may call a meeting
              of Voting Mortgagees while the Noteholder Mortgagees are the only
              Voting Mortgagees, unless the Noteholder Mortgagees otherwise
              consent.

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

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

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

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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 Noteholder
              Mortgagees were the only Voting Mortgagee.

         (d)  The Security Trustee shall not be liable to any Mortgagee for
              acting, or not acting, on the directions of the Noteholder
              Mortgagee except where in so doing the Security Trustee engages
              in any fraud, negligence or breach of trust.

         (e)  Any reference to the Noteholder Mortgagees where:

              (i)   they are the only Voting Mortgagees;

              (ii)  where the consent of the Noteholder Mortgagees is required
                    under this deed in relation to a discretion or act of the
                    Security Trustee; or

              (iii) means so many of the Noteholder Mortgagees who represent
                    more than 50% of the Total Invested Amount.

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 Trust
         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.

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 Trust Document.

45.      ACKNOWLEDGEMENT BY CHARGOR

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

         The Chargor confirms that:

         (a)  it has not entered into any Trust Document in reliance on, or as
              a result of, any conduct of any kind of or on behalf of any
              Mortgagee (other than the Manager and the Servicer) or any

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              Related Body Corporate of any Mortgagee (including any advice,
              warranty, representation or undertaking); and

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

         except as expressly set out in the Trust Documents or in writing duly
         signed by or on behalf of the Mortgagee or Related Body Corporate.

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 Manager, including in connection with the issue of Notes.
         Neither the Chargor nor the 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

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47.1     RELIANCE ON CERTIFICATE

         The Security Trustee shall not incur any liability as a result of
         relying upon the authority, validity, due authorisation of, or the
         accuracy of any information contained in any notice, resolution,
         direction, consent, certificate, receipt, affidavit, statement,
         valuation report or other document or communication (including any of
         the above submitted or provided by the Manager, by the Trustee or by a
         Mortgagee) if the Security Trustee is entitled, under clause 47.2 to
         assume such authenticity, validity, due authorisation or accuracy.

         In preparing any notice, certificate, advice or proposal the Security
         Trustee shall be entitled to assume, unless it is actually aware to the
         contrary, that each person under any Authorised Investment, Support
         Facility, Receivable, Receivable Security, Related Securities, other
         Transaction Document or any other deed, agreement or arrangement
         incidental to any of the above or to the 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'S RELIANCE ON MANAGER, NOTE TRUSTEE OR SERVICER

         (a)  (AUTHORISED SIGNATORIES ARE SUFFICIENT EVIDENCE) Whenever any
              certificate, notice, proposal, direction, instruction, document
              or other communication is to be given to the Security Trustee,
              the Security Trustee may assume:

              (i)  the authenticity and validity of any signature in any such
                   document and that such document has been duly authorised;
                   and

              (ii) the accuracy of any information contained in any such
                   documents,

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              in either case unless the officers of the Security Trustee
              responsible for the administration of the Trust are not actually
              aware to the contrary.

         (b)  (TRUSTEE NOT LIABLE FOR LOSS) The Security Trustee shall not be
              responsible for any loss arising from any forgery or lack of
              authenticity or any act, neglect, mistake or discrepancy of the
              Manager, the Note Trustee or a Servicer or any officer, employee,
              agent or delegate of the Manager, 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 of such forgery, lack of authenticity or validity, act,
              neglect, mistake or discrepancy.

47.3     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 applicable present or future law of any place or
         any applicable ordinance, rule, regulation or by law or of any
         applicable decree, order or judgment of any competent court or other
         tribunal, the Security Trustee shall be prohibited from doing or
         performing.

47.4     RELIANCE ON EXPERTS

         The Security Trustee may rely on and act on the opinion or statement or
         certificate or advice of or information obtained from the Note Trustee,
         the 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 except to the extent of losses, costs, claims or
         damages caused by the Security Trustee's fraud, negligence or breach of
         trust.

47.5     OVERSIGHTS OF OTHERS

         Having regard to the limitations on the Security Trustee's duties,
         powers, authorities and discretions under 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 or on whom the Security Trustee is entitled to rely under this
         deed (other than a Related Body Corporate), attorney, banker, receiver,
         barrister, solicitor, agent or other person acting as agent or adviser
         to the Security Trustee except to the extent of losses, costs, claims
         or damages caused by the Security Trustee's fraud, negligence or breach
         of trust, provided that nothing in this deed or any other Transaction
         Document imposes any obligations on the Security Trustee to review or
         supervise the performance by any other party of its obligations.

47.6     POWERS, AUTHORITIES AND DISCRETIONS

         Except as otherwise provided in this deed and in the absence of fraud,
         negligence or breach of trust, 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.

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47.7     IMPOSSIBILITY OR IMPRACTICABILITY

         If for any other reason it becomes impossible or impracticable for it
         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 its own fraud, negligence or
         breach of trust, nor shall it 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 it or its officers, employees, agents or
         delegates.

47.8     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 on a full indemnity basis 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;

              (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; and

              (iii) obtaining legal advice or opinions concerning or relating
                    to the interpretation or construction 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
              (as the case may be) of the rights referred to in paragraph (i)
              or the court proceedings referred to in paragraph (ii) (including
              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:

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

              (v)   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 breach of trust 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.

47.9     NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

         Except to the extent caused by the fraud, negligence or breach of trust
         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

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          to any 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.

47.10     FURTHER LIMITATIONS ON SECURITY TRUSTEE'S LIABILITY

          Subject to clause 47.2, the Security Trustee shall not be liable:

          (a)  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
               breach of trust;

          (b)  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, Receivable or
                    Receivable Security; or

               (iii) an Obligor,

               except to the extent that it is caused by the fraud, negligence
               or breach of trust 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 any Manager's Default, Servicer Transfer Event or Title
               Perfection Event;

          (d)  without limiting the Security Trustee's obligations under the
               Transaction Documents, for any act, omission or default of the
               Servicer in relation to its servicing duties or its obligations
               under the Servicing Agreement;

          (e)  without limiting the Security Trustee's obligations under the
               Transaction Documents, for any act, omission or default of the
               Custodian in relation to its custodial duties or its obligations
               under the Custodian Agreement;

          (f)  without limiting the Security Trustee's obligations under the
               Transaction Documents, for any act, omission or default of the
               Note Trustee in relation to its obligations under the Transaction
               Documents;

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

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

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         (i)  for the failure of a person to carry out an agreement with the
              Security Trustee in connection with the Trust; or

         (j)  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 Manager, the Note Trustee or the Servicer,

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

         Nothing in this clause 47.10 alone (but without limiting the operation
         of any other clause of this deed) shall imply a duty on the Security
         Trustee to supervise the Manager or the Note Trustee in the performance
         of the Manager's or the Note Trustee's functions and duties, and the
         exercise by the Manager or the Note Trustee of its discretions.

47.11    CONFLICTS

         (a)  (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.

         (b)  (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 with any such
              person in the ordinary course of its 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.

47.12    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.

47.13    INVESTIGATION BY SECURITY TRUSTEE

         Each Mortgagee acknowledges that:

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

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

48.      PRIVACY

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

         (b)  If Personal Information is exchanged between the parties, the
              party which provides the Personal Information, except where that
              party is the Note Trustee, must ensure that it obtains such
              consents as are required by the Privacy Act 1988 (Cth) in
              relation to the collection, use or disclosure of the Personal
              Information.

         (c)  Each party undertakes to use its best endeavours to ensure that
              at all times during the terms of the Trust Personal Information
              provided to it (the RECEIVING PARTY) by another party (the
              PROVIDING PARTY):

              (i)  unless otherwise required or permitted by applicable
                   Australian or United States law, judicial or administrative
                   process or regulatory demand or request, will be used only
                   for the purpose of fulfilling the Receiving Party's
                   obligations under the Transaction Documents; and

              (ii) except as expressly provided in paragraph (a), will not be
                   disclosed to any third party unless express consent in
                   writing is obtained from the Providing Party; and

         (d)  Each party except the Note Trustee undertakes to use its best
              endeavours to ensure that at all times during the terms of the
              Trust in addition to the obligation under paragraph (b) above, it
              will comply with the Privacy Act 1988 (Cth) and all applicable
              regulations, principles, standards, codes of conduct or
              guidelines concerning the handling of Personal Information under
              that Act or with any request or direction arising directly from
              or in connection with the proper exercise of the functions of the
              Federal Privacy Commissioner.

         (e)  A word defined in the Privacy Act 1988 (Cth) has the same meaning
              when used in this clause 48, unless the context requires or
              specifies otherwise.



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EXECUTED as a deed in Sydney.

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



CHARGOR


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



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


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



SECURITY TRUSTEE



SIGNED SEALED AND DELIVERED for P.T. LIMITED
by its attorney under power of attorney in the
presence of:



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


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



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MANAGER

SIGNED SEALED AND DELIVERED for CRUSADE
MANAGEMENT LIMITED by its attorney under
power of attorney in the presence of:



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


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



NOTE TRUSTEE



SIGNED SEALED AND DELIVERED for WILMINGTON
TRUST COMPANY by its attorney under power of
attorney in the presence of:



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


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






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