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Exhibit 4.4  







 

Dated                         


 
 
 KINGFISHER MASTER TRUSTS

GLOBAL MASTER SECURITY TRUST

DEED  


 PERPETUAL TRUSTEE COMPANY

LIMITED

("TRUSTEE")

P.T. LIMITED

("SECURITY TRUSTEE")

ANZ CAPEL COURT LIMITED

("TRUST MANAGER")

THE BANK OF NEW YORK, NEW YORK BRANCH

("NOTE TRUSTEE")  


 MALLESONS STEPHEN JAQUES

Solicitors  


 Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Telephone (02) 9296 2000

Fax (02) 9296 3999

DX 113 Sydney

Ref: SRF:BCC  


 



  






 


	CONTENTS


 
	 	KINGFISHER MASTER TRUSTS

GLOBAL MASTER SECURITY TRUST DEED
	 	 

	 	 	1	 	INTERPRETATION	 	1
	

 	
 	

 	
 	

Definitions Schedule	
 	

1
	 	 	 	 	Miscellaneous	 	2
	

 	
 	

2	
 	

DECLARATION OF SECURITY TRUST	
 	

2
	

 	
 	

 	
 	

Declaration of Security Trust	
 	

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

 	
 	

3	
 	

PAYMENTS	
 	

3
	

 	
 	

 	
 	

Payment to Security Trustee	
 	

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

 	
 	

4	
 	

COVENANTS BY TRUSTEE	
 	

3
	

 	
 	

 	
 	

General Covenants	
 	

3
	 	 	 	 	Covenants in respect of Secured Property	 	4
	 	 	 	 	Trust Manager Undertakings	 	5
	

 	
 	

5	
 	

FURTHER ASSURANCES	
 	

5
	

 	
 	

 	
 	

Trustee Assurances	
 	

5
	 	 	 	 	Completion of Instruments	 	5
	 	 	 	 	Registration of Charge	 	6
	

 	
 	

6	
 	

REPRESENTATIONS AND WARRANTIES	
 	

6
	

 	
 	

 	
 	

Trust Manager representation and warranties	
 	

6
	 	 	 	 	 	 	 





i







 

	

 	
 	

7	
 	

GENERAL POWERS, RIGHTS AND RESPONSIBILITIES	
 	

7
	

 	
 	

 	
 	

Power to Invest	
 	

7
	 	 	 	 	Other Powers	 	7
	 	 	 	 	Discretion of Security Trustee as to Exercise of Powers	 	7
	 	 	 	 	Limitation on Security Trustee's Actions	 	7
	 	 	 	 	Limitations on Security Trustee's Responsibility	 	7
	 	 	 	 	No Liability	 	8
	 	 	 	 	Security Trustee not responsible for monitoring	 	8
	 	 	 	 	Security Trustee's Further Duties	 	9
	 	 	 	 	Acceptance of Certificates etc.	 	9
	 	 	 	 	Act on Opinion of Experts	 	10
	 	 	 	 	Right to Rectify	 	10
	 	 	 	 	Consent to Dealings	 	10
	 	 	 	 	Ascertain Event of Default	 	10
	 	 	 	 	No duty to investigate	 	11
	 	 	 	 	Liability must be limited	 	11
	 	 	 	 	Not use own funds	 	11
	 	 	 	 	Cover for costs	 	11
	 	 	 	 	Receipt of instructions	 	11
	 	 	 	 	Dispute or ambiguity	 	12
	 	 	 	 	No liability for documents	 	12
	 	 	 	 	Conflict of duty	 	12
	 	 	 	 	Indemnity	 	12
	 	 	 	 	Delegation	 	13
	 	 	 	 	No Liability	 	13
	

 	
 	

8	
 	

CRYSTALLISATION OF FLOATING CHARGE	
 	

14
	

 	
 	

 	
 	

Crystallisation	
 	

14
	 	 	 	 	Replacement of fixed charge with floating charge	 	14
	 	 	 	 	Subsequent dealing	 	14
	 	 	 	 	Further charge	 	15
	

 	
 	

9	
 	

SECURITY TRUSTEE TO CONVENE MEETINGS	
 	

15
	

 	
 	

 	
 	

Convene Meetings	
 	

15
	 	 	 	 	Extraordinary Resolutions	 	15
	 	 	 	 	Notice	 	15
	 	 	 	 	No obligation to appoint Receiver	 	15
	 	 	 	 	Waiver of Event of Default	 	16
	 	 	 	 	Meetings	 	16
	 	 	 	 	Trust Manager convenes meeting	 	16
	 	 	 	 	Secured Creditors convene meeting	 	16
	 	 	 	 	Notice of Event of Default	 	16
	 	 	 	 	Notice of action to remedy Event of Default	 	16
	 	 	 	 	Limitation on rights of Secured Creditors	 	16
	 	 	 	 	 	 	 



ii







 

	

 	
 	

10	
 	

MEETING OF VOTING SECURED CREDITORS	
 	

17
	

 	
 	

 	
 	

Notice of Meeting	
 	

17
	 	 	 	 	Advertisement of Meeting in Newspaper	 	17
	 	 	 	 	Quorum	 	18
	 	 	 	 	Quorum at Adjourned Meeting	 	18
	 	 	 	 	Chairman	 	18
	 	 	 	 	Voting	 	18
	 	 	 	 	Votes	 	19
	 	 	 	 	Voting by Joint Note Holders	 	19
	 	 	 	 	Voting by Corporation	 	19
	 	 	 	 	Voting by Person of Unsound Mind	 	19
	 	 	 	 	Objection to Voter's Qualification	 	19
	 	 	 	 	Method of Voting	 	20
	 	 	 	 	Proxy Instrument	 	20
	 	 	 	 	Attendance at Meetings and Appointment of Proxy	 	20
	 	 	 	 	Voting Authority to be Deposited with Security Trustee	 	20
	 	 	 	 	Form of Proxy	 	20
	 	 	 	 	Proxy—Effect of Death or Insanity	 	20
	 	 	 	 	Determination of Voting	 	21
	 	 	 	 	Adjournment	 	21
	 	 	 	 	Effect of Resolution	 	21
	 	 	 	 	Minutes	 	21
	

 	
 	

11	
 	

APPOINTMENT OF RECEIVER	
 	

21
	

 	
 	

 	
 	

Appointment	
 	

21
	 	 	 	 	New Receiver	 	22
	 	 	 	 	No Liability for Receiver	 	22
	 	 	 	 	Two or more Receivers	 	22
	 	 	 	 	Appointment over part	 	22
	 	 	 	 	Indemnity to Receiver	 	22
	

 	
 	

12	
 	

POWERS OF RECEIVER	
 	

22
	

 	
 	

13	
 	

POWERS OF SECURITY TRUSTEE AND EXCLUSION OF STATUTORY NOTICES	
 	

24
	

 	
 	

 	
 	

Security Trustee has powers of Receiver	
 	

24
	 	 	 	 	No liability as mortgagee in possession	 	24
	 	 	 	 	Give up possession of Secured Property	 	24
	 	 	 	 	Exclusion of notices	 	24
	 	 	 	 	No duty as chargee	 	25
	

 	
 	

14	
 	

COSTS, CHARGES, EXPENSES AND INDEMNITIES	
 	

25
	

 	
 	

 	
 	

Indemnity by Trustee	
 	

25
	 	 	 	 	Extent of Indemnity	 	25
	 	 	 	 	Costs of experts	 	26
	 	 	 	 	GST	 	26
	 	 	 	 	 	 	 





iii







 

	

 	
 	

15	
 	

APPLICATION OF MONEY	
 	

26
	

 	
 	

 	
 	

Application	
 	

26
	 	 	 	 	Crediting	 	26
	 	 	 	 	Suspense account	 	26
	

 	
 	

16	
 	

REMUNERATION AND RETIREMENT OF SECURITY TRUSTEE AND DEALINGS WITH SECURITY TRUST	
 	

27
	

 	
 	

 	
 	

Remuneration	
 	

27
	 	 	 	 	Mandatory Retirement	 	27
	 	 	 	 	Removal by Trust Manager	 	27
	 	 	 	 	Voluntary Retirement	 	27
	 	 	 	 	Appointment of new Security Trustee by Voting Secured Creditors	 	28
	 	 	 	 	Release of Security Trustee	 	28
	 	 	 	 	Vesting of Trust Fund in new Security Trustee	 	28
	 	 	 	 	New Security Trustee to Execute Deed	 	28
	 	 	 	 	Security Trustee Further Assurance	 	29
	 	 	 	 	Dealings with Trust	 	29
	

 	
 	

17	
 	

PRESERVATION OF SECURITY TRUSTEE'S RIGHTS	
 	

30
	

 	
 	

 	
 	

Liabilities of Trustee not affected	
 	

30
	 	 	 	 	Continuing Security	 	30
	 	 	 	 	Other rights unaffected	 	30
	 	 	 	 	Purchaser from Security Trustee	 	31
	

 	
 	

18	
 	

POWER OF ATTORNEY	
 	

31
	

 	
 	

 	
 	

Attorney of Trustee	
 	

31
	 	 	 	 	Attorney's Powers	 	31
	 	 	 	 	Ratification by Trustee	 	31
	

 	
 	

19	
 	

NOTICES	
 	

32
	

 	
 	

 	
 	

Form	
 	

32
	 	 	 	 	Time effective	 	32
	 	 	 	 	Receipt	 	32
	

 	
 	

20	
 	

RELEASE AND ASSIGNMENT	
 	

33
	

 	
 	

 	
 	

Release	
 	

33
	 	 	 	 	Assignment	 	33
	 	 	 	 	 	 	 



iv







 

	

 	
 	

21	
 	

MISCELLANEOUS	
 	

33
	

 	
 	

 	
 	

Certificate	
 	

33
	 	 	 	 	Exercise of rights	 	33
	 	 	 	 	Waiver and variation	 	34
	 	 	 	 	Supervening legislation	 	34
	 	 	 	 	Approvals and consent	 	34
	 	 	 	 	Remedies cumulative	 	34
	 	 	 	 	Indemnities	 	34
	 	 	 	 	Time of the essence	 	34
	 	 	 	 	Receipts	 	34
	 	 	 	 	Acknowledgment	 	34
	

 	
 	

22	
 	

AMENDMENT TO GLOBAL MASTER SECURITY TRUST DEED AND DEED OF CHARGE	
 	

35
	

 	
 	

 	
 	

Amendments	
 	

35
	 	 	 	 	Consent required	 	35
	 	 	 	 	Amendments prejudicial to Voting Secured Creditors of a Class	 	35
	 	 	 	 	Amendments prejudicial to all Voting Secured Creditors	 	36
	 	 	 	 	Consent to Payment Modification in relation to Notes	 	36
	 	 	 	 	Unconditional Rights of Note Holders to Receive Principal and Interest	 	36
	

 	
 	

23	
 	

GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS	
 	

36
	

 	
 	

 	
 	

Governing Law	
 	

36
	 	 	 	 	Non-exclusive jurisdiction	 	36
	 	 	 	 	Service of process	 	37
	

 	
 	

24	
 	

COUNTERPARTS	
 	

37
	

 	
 	

25	
 	

LIMITED RECOURSE	
 	

37
	

 	
 	

 	
 	

Limitation on Trustee's liability	
 	

37
	 	 	 	 	Claims against Trustee	 	37
	 	 	 	 	Breach of trust	 	37
	 	 	 	 	Acts or omissions	 	37
	 	 	 	 	No obligation	 	38
	 	 	 	 	Security Trustee Liability	 	38
	

 	
 	

26	
 	

RELEVANT NOTE TRUSTEE	
 	

38
	

 	
 	

 	
 	

Capacity	
 	

38
	 	 	 	 	Exercise of rights	 	38
	 	 	 	 	Instructions or directions	 	38
	 	 	 	 	Voting at Meetings	 	39
	 	 	 	 	Payments	 	39
	 	 	 	 	Notices	 	39
	 	 	 	 	Limitation of relevant Note Trustee's Liability	 	39




v








   KINGFISHER MASTER TRUSTS

GLOBAL MASTER SECURITY TRUST DEED  



	DATE:	 	 	 	16 May 2001
	

PARTIES:	
 	

 	
 	

PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) having its registered office at Level 7, 39 Hunter Street, Sydney NSW 2000 ("TRUSTEE")

P.T. LIMITED (ABN 67 004 454 666) having its registered office at Level 7, 39 Hunter Street, Sydney NSW 2000 ("SECURITY TRUSTEE")

ANZ CAPEL COURT LIMITED (ABN 30 004 768 807) having its registered office at Level 17, 530 Collins Street, Melbourne, Victoria, 3000("TRUST MANAGER")

THE BANK OF NEW YORK, NEW YORK BRANCH, a New York banking corporation acting through its New York branch at 101 Barclay Street, 21W, New York, New York 10286 ("NOTE TRUSTEE")
	

RECITALS:	
 	

A.	
 	

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

 	
 	

B.	
 	

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

 	
 	

C.	
 	

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

 	
 	

D.	
 	

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

 	
 	

E.	
 	

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

 	
 	

F.	
 	

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





OPERATIVE PROVISIONS:  


1 INTERPRETATION  


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



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




DEFINITIONS SCHEDULE  


	1.2
	Except
to the extent to which words and phrases are otherwise defined in this deed, words and phrases defined in the Definitions Schedule or in the Supplemental Deed for a Trust shall
bear the same meaning in this deed when used in respect of that Trust. In the event of any inconsistency 


1







 

between
a definition in the Definitions Schedule and the Supplemental Deed for a Trust, the definitions in the Supplemental Deed will prevail. No change to the Definitions Schedule or to the
Supplemental Deed for a Trust will affect the interpretation of this deed unless the change has been agreed to by the Security Trustee. 




MISCELLANEOUS  


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



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



2 DECLARATION OF SECURITY TRUST  


DECLARATION OF SECURITY TRUST  


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




COMMENCEMENT AND TERMINATION  


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



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



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






NAME OF SECURITY TRUST  


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





RIGHTS OF SECURED CREDITORS  


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



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



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



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



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



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





2







 



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



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




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


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



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



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




3 PAYMENTS  



PAYMENT TO SECURITY TRUSTEE  


	3.1
	Subject
to clause 3.2, the Trustee agrees to pay the Secured Money referable to a Trust to the Security Trustee in accordance with the terms of the Transaction Documents for that
Trust. 





DISCHARGE BY PAYMENT TO SECURED CREDITORS  


	3.2.
	
	(a)
	The
payment of the Secured Money of a Trust by the Trustee to a Secured Creditor of that Trust in accordance with the terms of the Transaction Documents for that Trust will discharge
the Trustee from any obligation to pay that amount to the Security Trustee in accordance with clause 3.1.



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






ELECTION BY SECURITY TRUSTEE  


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




4 COVENANTS BY TRUSTEE  


GENERAL COVENANTS  


	4.1
	The
Trustee, in respect of each Trust, agrees to:



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



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



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



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








3







 


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






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



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



	(i)
	anything
evidencing a Security Interest in respect of that Trust and any document of title given to the Trustee to secure the payment of a monetary obligation to the
Trustee in respect of that Trust; and



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






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



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



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



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



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



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



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



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




COVENANTS IN RESPECT OF SECURED PROPERTY  


	4.2
	The
Trustee, in respect of each Trust, will not:



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



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



	(c)
	without
the prior written consent of the Security Trustee, create or allow to come into existence an Encumbrance (other than pursuant to this deed or the Deed of Charge in respect 





4







 


of
that Trust) which affects any Secured Property of that Trust (except an Encumbrance which is created by the operation of law or as permitted by the Transaction Documents for that Trust). 




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



	(a)
	the
Trustee must immediately procure that; and



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






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




TRUST MANAGER UNDERTAKINGS  


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



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





5 FURTHER ASSURANCES  


TRUSTEE ASSURANCES  


	5.1
	The
Trustee, in respect of each Trust, agrees to:



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



	(b)
	do
the things the Security Trustee stipulates, 






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




COMPLETION OF INSTRUMENTS  


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


5









   REGISTRATION OF CHARGE  


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



6 REPRESENTATIONS AND WARRANTIES  


	6.1
	The
Trustee, as trustee of each Trust, represents and warrants that:



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



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



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



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



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



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



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



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



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






TRUST MANAGER REPRESENTATION AND WARRANTIES  


	6.2
	The
Trust Manager, as manager of each Trust, represents and warrants that:



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



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



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



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



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



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





6







 




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



7 GENERAL POWERS, RIGHTS AND RESPONSIBILITIES  


POWER TO INVEST  


	7.1
	All
moneys received by the Security Trustee and not required to be applied immediately under any of the discretions or powers contained in this deed may be placed at the time by the
Security Trustee in Authorised Investments. 



OTHER POWERS  


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



        Further,
the Security Trustee: 



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



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






DISCRETION OF SECURITY TRUSTEE AS TO EXERCISE OF POWERS  


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



LIMITATION ON SECURITY TRUSTEE'S ACTIONS  


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



LIMITATIONS ON SECURITY TRUSTEE'S RESPONSIBILITY  


	7.5
	The
Security Trustee is not to:



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





7







 



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



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



	(d)
	be
under any liability whatsoever for acting in accordance with any direction obtained from the Secured Creditors or the Voting Secured Creditors (as the case may be) of a Trust at a
meeting convened under clause 9; and



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



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




NO LIABILITY  


	7.6
	The
Security Trustee is not liable:



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



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



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



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



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



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






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




SECURITY TRUSTEE NOT RESPONSIBLE FOR MONITORING  


	7.7
	(a) Each
Secured Creditor is taken to confirm that:




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



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



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






8







 


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






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



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



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



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



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



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






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




SECURITY TRUSTEE'S FURTHER DUTIES  


	7.8
	Subject
to this deed, the Security Trustee must comply with the duties imposed on it by this deed and must:



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



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



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



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






ACCEPTANCE OF CERTIFICATES ETC.  


	7.9
	The
Security Trustee is, for any purpose and at any time, entitled to rely on, act upon, accept and regard as conclusive and sufficient (without being in any way bound to call for
further evidence or 


9








 

information
or being responsible for any loss that may be occasioned by such reliance, acceptance or regard) any of the following: 


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



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



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




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




ACT ON OPINION OF EXPERTS  


	7.10
	The
Security Trustee may in relation to this deed or the rights, powers or obligations conferred or imposed by this deed act on the advice or opinion or information received from any
adviser of a kind appropriate to the particular case including any lawyer, banker, accountant, securities company, broker or valuer or other expert in Australia or elsewhere, whether obtained by the
Security Trustee or otherwise (including by the Trustee or the Trust Manager). The Security Trustee is not responsible for any loss occasioned by so acting in good faith and any such advice or opinion
or information may be given verbally or by letter or otherwise. The Security Trustee is not to be liable for any loss occasioned by acting in good faith on any opinion, advice and information
purporting to be so conveyed although the same contains some error or is not authentic unless it has reasonable grounds to believe such advice, opinion or information not to be authentic. 



RIGHT TO RECTIFY  


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



CONSENT TO DEALINGS  


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



ASCERTAIN EVENT OF DEFAULT  


	7.13
	The
Security Trustee need not:



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



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



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








10







 


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





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


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




NO DUTY TO INVESTIGATE  


	7.14
	The
Security Trustee has no duty to keep itself informed about the circumstances of the Relevant Parties, or the performance by the Relevant Parties of their respective obligations
under this deed, any Deed of Charge or the other Transaction Documents or (subject to the express requirements of this deed) to consider or provide any Secured Creditor with any information with
respect to the Relevant Parties. 



LIABILITY MUST BE LIMITED  


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



NOT USE OWN FUNDS  


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



COVER FOR COSTS  


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



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






RECEIPT OF INSTRUCTIONS  


	7.18
	Without
limiting its rights, powers and discretions, but subject to its express duties or obligations under clause 9 of this deed, the Security Trustee will not be required to
exercise any right, power 


11







 

or
discretion (including to require anything to be done, form any opinion or give any notice, consent, waiver or approval) without the specific instructions of the Voting Secured Creditors of a Trust
given by Extraordinary Resolution. However, the Security Trustee may exercise a right, power or discretion before it receives any such instructions if the Security Trustee reasonably believes that it
is in the best interests of the Secured Creditors of the Trust that it does so (and provided that the Security Trustee first notifies in writing the Voting Secured Creditors of its intention to do
so). 




DISPUTE OR AMBIGUITY  


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



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



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






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




NO LIABILITY FOR DOCUMENTS  


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



CONFLICT OF DUTY  


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



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



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








INDEMNITY  


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


12









   DELEGATION  


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



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


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



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



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



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






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



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



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



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



NO LIABILITY  


	7.26
	Without
limitation, the Security Trustee is not liable for:



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



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



	(c)
	any
omission, delay or mistake or any loss or irregularity in or about the exercise, attempted exercise, non-exercise or purported exercise of any of its powers under this deed or a
Deed of Charge, 






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



13







 

8 CRYSTALLISATION OF FLOATING CHARGE  



CRYSTALLISATION  


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



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



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



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



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



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






REPLACEMENT OF FIXED CHARGE WITH FLOATING CHARGE  


	8.2
	Subject
to clauses 8.3 and 8.4 and in respect of any Relevant Secured Property of a Trust, the Security Trustee:



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



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








SUBSEQUENT DEALING  


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



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



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



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





14







 





FURTHER CHARGE  


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



9 SECURITY TRUSTEE TO CONVENE MEETINGS  


CONVENE MEETINGS  


	9.1
	Subject
to clause 9.5, the Security Trustee must, upon becoming actually aware of the occurrence of an Event of Default in respect of a Trust, take the following steps:



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



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






EXTRAORDINARY RESOLUTIONS  


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



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



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



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



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






NOTICE  


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



NO OBLIGATION TO APPOINT RECEIVER  


	9.4
	The
Security Trustee must not take any steps to appoint a Receiver under clause 11 or otherwise to enforce the Charge created under a Deed of Charge unless:



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





15







 



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



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




WAIVER OF EVENT OF DEFAULT  


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



MEETINGS  


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



TRUST MANAGER CONVENES MEETING  


	
9.7
	If
 the Security Trustee fails to convene a meeting in accordance with clause 9.1(b), the Trust Manager may convene a meeting of the relevant Voting Secured Creditors in accordance
with this clause 9. Any such meeting is to have only the same powers as if convened by the Security Trustee and is to be conducted in accordance with the provisions of clause 10. 



SECURED CREDITORS CONVENE MEETING  


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



NOTICE OF EVENT OF DEFAULT  


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




NOTICE OF ACTION TO REMEDY EVENT OF DEFAULT  


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



LIMITATION ON RIGHTS OF SECURED CREDITORS  


	9.11
	Subject
to this deed, the powers, rights and remedies conferred on the Security Trustee by this deed are exercisable by the Security Trustee only, and no Secured Creditor is entitled
without the written consent of the Security Trustee to exercise the same or any of them. Without limiting the generality of the foregoing, no Secured Creditor is entitled to enforce the Deed of Charge
in 


16







 

respect
of a Trust or the provisions of this deed or to appoint or cause to be appointed a Receiver to any of the Secured Property or otherwise to exercise any power conferred by the terms of any
applicable law on charges except as provided in this deed and the Deed of Charge in respect of the Trust. 




10 MEETING OF VOTING SECURED CREDITORS  


NOTICE OF MEETING  


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



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



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



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



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



	(f)
	Notwithstanding
the other provisions of this clause 10, a resolution of Voting Secured Creditors (including an Extraordinary Resolution) may be passed, without any meeting or previous
notice being required, by an instrument or instruments in writing which has or have:



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



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









ADVERTISEMENT OF MEETING IN NEWSPAPER  


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



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



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





17







 




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




QUORUM  


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



QUORUM AT ADJOURNED MEETING  


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



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




CHAIRMAN  


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



VOTING  


	10.6
	
	(a)
	Every
question submitted to a meeting of Voting Secured Creditors must be decided in the first instance by a show of hands. In the case of an equality of votes, the chairman both on
the show of hands and on a poll is entitled to have a second or casting vote in addition to the vote or votes (if any) to which he may be entitled as a Voting Secured Creditor.



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





18







 





VOTES  


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



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



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






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



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






VOTING BY JOINT NOTE HOLDERS  


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





VOTING BY CORPORATION  


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



VOTING BY PERSON OF UNSOUND MIND  


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



OBJECTION TO VOTER'S QUALIFICATION  


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





METHOD OF VOTING  


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


19









   PROXY INSTRUMENT  


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



ATTENDANCE AT MEETINGS AND APPOINTMENT OF PROXY  


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



VOTING AUTHORITY TO BE DEPOSITED WITH SECURITY TRUSTEE  


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



FORM OF PROXY  


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



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



Signed
at                by me this                day of [year] 


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


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




PROXY—EFFECT OF DEATH OR INSANITY  


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


20







 

DETERMINATION OF VOTING  


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




ADJOURNMENT  


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





EFFECT OF RESOLUTION  


	10.20
	An
Extraordinary Resolution passed at a meeting of Voting Secured Creditors of a Trust duly convened and held in accordance with this clause 10 is binding upon all the Secured
Creditors of that Trust whether present or not present at such meeting and each of such Secured Creditors and (subject to clauses 7.15 to 7.17 inclusive) the Security Trustee is bound to give effect
to the Extraordinary Resolution provided that a resolution of all Voting Secured Creditors of a Trust which in its terms (or having regard to the terms of this deed) affects a particular
Class of Voting Secured Creditors only, or in a manner different to the rights of Voting Secured Creditors generally, is not binding on the Voting Secured Creditors of that particular
Class unless the Voting Secured Creditors of that particular Class have, by Extraordinary Resolution or Written Resolution, agreed to be bound thereby. Nothing in this clause 10.20
requires the Security Trustee to do or omit to do any act if, in the opinion of the Security Trustee, this might cause it to breach a law, a Transaction Document, a fiduciary duty or an obligation
owed to another person. 



MINUTES  


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



11 APPOINTMENT OF RECEIVER  


APPOINTMENT  


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


21







 

NEW RECEIVER  


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




NO LIABILITY FOR RECEIVER  


	11.3
	The
Security Trustee will not be responsible for anything done or not done by the Receiver. To the extent permitted by law, the Receiver will be the agent of the Trustee and not the
Security Trustee. The Receiver's remuneration and necessary expenses must be paid out of the Secured Property in accordance with this deed. 



TWO OR MORE RECEIVERS  


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



APPOINTMENT OVER PART  


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




INDEMNITY TO RECEIVER  


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





12 POWERS OF RECEIVER  


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



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



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



	(c)
	(MANAGE)
manage that Secured Property;



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



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



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



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








22







 


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



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



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



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






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



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



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



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



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



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



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



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



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



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



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



23







 



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



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



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



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



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




13 POWERS OF SECURITY TRUSTEE AND EXCLUSION OF STATUTORY NOTICES  



SECURITY TRUSTEE HAS POWERS OF RECEIVER  


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




NO LIABILITY AS MORTGAGEE IN POSSESSION  


	13.2
	If
either the Security Trustee or a Receiver exercises its rights under this deed (including without limitation, under clause 7 or clause 12), exercises its rights conferred by law
or takes possession of the Secured Property pursuant to this deed, then neither of them is liable to account as mortgagee in possession. 



GIVE UP POSSESSION OF SECURED PROPERTY  


	13.3
	The
Security Trustee may give up possession of the Secured Property of a Trust at any time if the Security Trustee:



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



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








EXCLUSION OF NOTICES  


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



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



	(b)
	when
the law provides that a period of notice or lapse of time may be stipulated or fixed by this deed, one day is stipulated and fixed as that period of notice or lapse of time and, 





24







 


without
limitation, where applicable, one day is stipulated and fixed as the period of notice or lapse of time during which: 


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



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







NO DUTY AS CHARGEE  


	13.5
	Nothing
in this deed imposes a duty upon the Security Trustee to exercise its powers as chargee under this clause 13 or at law in circumstances where a motion at a meeting of Voting
Secured Creditors that a Receiver be appointed is put and is not passed. 



14 COSTS, CHARGES, EXPENSES AND INDEMNITIES  



INDEMNITY BY TRUSTEE  


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



EXTENT OF INDEMNITY  


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



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



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



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



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






except
to the extent that any such amount is caused or contributed to by the Security Trustee's and Receiver's fraud, gross negligence or wilful default. If the Security Trustee is not indemnified for 



25







 

these
amounts from the Trustee within a reasonable period of requesting that indemnification, then the Security Trustee may exercise its rights of indemnity out of the assets of the Trust Fund for
that amount. 




COSTS OF EXPERTS  


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



GST  


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



15 APPLICATION OF MONEY  


APPLICATION  


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



CREDITING  


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



SUSPENSE ACCOUNT  


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



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


26







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



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



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


REMUNERATION  


	16.1
	The
Security Trustee is to receive a fee in an amount and payable at such times and in such manner as may from time to time be agreed between the Trust Manager and the Trustee in
respect of each Security Trust. 





MANDATORY RETIREMENT  


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



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



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



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



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



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



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








REMOVAL BY TRUST MANAGER  


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




VOLUNTARY RETIREMENT  


	16.4
	Subject
to the appointment of a new Security Trustee, the Security Trustee may retire as trustee under this deed upon giving not more than 90 days' and not less than 30 days' notice
in writing to the Trustee and the Trust Manager (or such other time as the Trust Manager, the Trustee and the Security Trustee agree). Subject to any approval required by law, the Security Trustee may
appoint 


27







 

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




APPOINTMENT OF NEW SECURITY TRUSTEE BY VOTING SECURED CREDITORS  


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




RELEASE OF SECURITY TRUSTEE  


	16.6
	Upon
retirement or removal of the Security Trustee, the Security Trustee is released from all obligations under this deed arising after the date of the retirement or removal except
for its obligation to vest each Trust Fund in the new security trustee and to deliver all books and records relating to the Security Trust to the new security trustee (at the cost of each Trust Fund).
The Trust Manager and the Trustee may settle with the Security Trustee the amount of any sums payable by the Security Trustee to the Trust Manager or the Trustee or by the Trust Manager or the Trustee
to the Security Trustee and may give to or accept from the Security Trustee a discharge in respect of those sums which will be conclusive and binding as between the Trust Manager, the Trustee and the
Security Trustee but not as between the Security Trustee and the Voting Secured Creditors. The removal, retirement or discharge of the Security Trustee will not affect the rights or indemnities
available to it under this deed or at law in relation to the performance and exercise by the Security Trustee of its obligations and powers as Security Trustee. 



VESTING OF TRUST FUND IN NEW SECURITY TRUSTEE  


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




NEW SECURITY TRUSTEE TO EXECUTE DEED  


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


28









   SECURITY TRUSTEE FURTHER ASSURANCE  


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



DEALINGS WITH TRUST  


	16.10
	None
of the:



	(a)
	Security
Trustee;



	(b)
	Related
Entities of the Security Trustee;



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



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






is
prohibited from: 


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



	(ii)
	at
any time:



	(A)
	contracting
with;



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



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








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



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



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




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


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


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




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


29







 

17 PRESERVATION OF SECURITY TRUSTEE'S RIGHTS  


LIABILITIES OF TRUSTEE NOT AFFECTED  


	17.1
	The
liabilities under this deed of the Trustee and the rights under this deed of the Security Trustee, a Receiver or an attorney appointed under this deed are not affected by
anything which might otherwise affect them at law or in equity including, without limitation, one or more of the following (whether occurring with or without the consent of a person):



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



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



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



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



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



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



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



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



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



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



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



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






CONTINUING SECURITY  


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



OTHER RIGHTS UNAFFECTED  


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


30







 

PURCHASER FROM SECURITY TRUSTEE  


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



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



	(b)
	whether
default has occurred;



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



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



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






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




18 POWER OF ATTORNEY  


ATTORNEY OF TRUSTEE  


	18.1
	The
Trustee, in respect of each Trust, irrevocably appoints the Security Trustee, each Authorised Officer of the Security Trustee, and each Receiver severally its attorneys. 



ATTORNEY'S POWERS  


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



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



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



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






RATIFICATION BY TRUSTEE  


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


31







 

19 NOTICES  


FORM  


	19.1
	A
notice, approval, consent or other communication in connection with this deed:



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



	(b)
	must
be in writing; and



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









	 	TRUSTEE
	

 	

Address:	
 	

Level 3

39 Hunter Street

Sydney NSW 2000
	 	Facsimile:	 	(61 2) 9221 7870
	 	Attention:	 	Manager, Securitisation
	

 	

SECURITY TRUSTEE
	

 	

Address:	
 	

Level 7

1 Castlereagh Street

Sydney NSW 2000
	 	Facsimile:	 	(61 2) 9229 9009
	 	Attention:	 	Manager, Securitisation
	

 	

TRUST MANAGER
	

 	

Address:	
 	

Level 6

530 Collins Street

Melbourne VIC 3000
	 	Facsimile:	 	(61 3) 9273 3539
	 	Attention:	 	Manager, Primary Markets Group
	

 	

NOTE TRUSTEE
	

 	

Address:	
 	

101 Barclay Street, 21W

New York, New York 10286 USA
	 	Facsimile:	 	(212) 815 3522
	 	Attention:	 	Global Structured Products Unit





TIME EFFECTIVE  


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



RECEIPT  


	19.3
	A
communication is taken to be received:



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





32







 



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




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



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



20 RELEASE AND ASSIGNMENT  


RELEASE  


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



	(b)
	The
Security Trustee agrees to execute a release of any part of the Security Property of a Trust from the relevant Charge if such a release is permitted under the Transaction
Documents for that Trust. 






ASSIGNMENT  


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



21 MISCELLANEOUS  


CERTIFICATE  


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



EXERCISE OF RIGHTS  


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


33







 

exercise,
failure to exercise or delay in exercising it except in the case of its fraud, gross negligence or wilful default. 




WAIVER AND VARIATION  


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



SUPERVENING LEGISLATION  


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





APPROVALS AND CONSENT  


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



REMEDIES CUMULATIVE  


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



INDEMNITIES  


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





TIME OF THE ESSENCE  


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




RECEIPTS  


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



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



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



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






ACKNOWLEDGMENT  


	21.10
	The
parties acknowledge and agree that the Trustee and the Trust Manager in exercising their powers and discretions under this deed, and in performing their obligations under this
deed, must act in accordance with their duties and obligations under this deed, the Deed of Charge in respect 


34







 

of
each Trust, the Master Trust Deed and the Supplemental Deed in respect of each Trust and may exercise such powers and discretions as provided in this deed, the Deed of Charge in respect of each
Trust, the Master Trust Deed and the Supplemental Deed in respect of each Trust and (without limitation) in forming any opinion may obtain and act upon the advice of persons who are not parties to
this deed. 



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



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


AMENDMENTS  


	22.1
	Subject
to this clause 22.1 and to any approval required by law (including, without limitation, under the TIA) and by clause 22.2, and provided that 10 Business Days prior notice of
the proposed amendment has been given to the Security Trustee and the Designated Rating Agency, the Trustee, the Trust Manager, the Security Trustee and the Note Trustee by deed may amend, add to or
revoke any provision of this deed (including this clause 22.1) as it applies to any Security Trust or any provision of any Deed of Charge for the Security Trust if the amendment, addition or
revocation:



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



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



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



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



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






CONSENT REQUIRED  


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



AMENDMENTS PREJUDICIAL TO VOTING SECURED CREDITORS OF A CLASS  


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


35







 


AMENDMENTS PREJUDICIAL TO ALL VOTING SECURED CREDITORS  


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



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



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






CONSENT TO PAYMENT MODIFICATION IN RELATION TO NOTES  


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



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



UNCONDITIONAL RIGHTS OF NOTE HOLDERS TO RECEIVE PRINCIPAL AND INTEREST  


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



23 GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS  


GOVERNING LAW  


	23.1
	This
deed and each Security Trust are governed by the law in force in New South Wales and the rights, liabilities and obligations of the Trustee, Security Trustee, Trust Manager, the
Note Trustee and the Secured Creditors are governed by the laws in force in New South Wales. 



NON-EXCLUSIVE JURISDICTION  


	23.2
	Each
party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them. Each party waives any right it
has to object to an action being brought in those courts including, without limitation, claiming that the action has been brought in an inconvenient forum or that those courts do not have
jurisdiction. 


36







 

SERVICE OF PROCESS  


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



24 COUNTERPARTS  



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




25 LIMITED RECOURSE  



LIMITATION ON TRUSTEE'S LIABILITY  


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



CLAIMS AGAINST TRUSTEE  


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





BREACH OF TRUST  


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



ACTS OR OMISSIONS  


	25.4
	It
is acknowledged that the Relevant Parties are responsible under this deed and the other Transaction Documents in relation to a Trust for performing a variety of obligations
relating to that Trust. No act or omission of the Trustee (including any related failure to satisfy its obligations or breach of representation or warranty under this deed) will be considered fraud,
gross negligence or wilful default for the purpose of clause 25.3 if and to the extent the act or omission was caused or contributed to by any failure by any Relevant Party or any other person
appointed by the Trustee under any Transaction Document (other than a person whose acts or omissions the Trustee is liable for in accordance with any Transaction Document) to fulfil its obligations
relating to the Trust or by any other act or omission of any Relevant Party or any other such person regardless of whether or not the act or omission is purported to be done on behalf of the Trustee. 


37









   NO OBLIGATION  


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



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



SECURITY TRUSTEE LIABILITY  


	25.7
	Notwithstanding
any other provision of this deed, the Security Trustee will have no liability under or in connection with this deed, a Deed of Charge, or any other Transaction
Document (whether to the Secured Creditors, the Trustee, the Trust Manager or any other person) other than to the extent to which the liability is able to be satisfied in accordance with this deed out
of the property of the Trust Fund of the Security Trust created by the relevant Deed of Charge from which the Security Trustee is actually indemnified for the liability. This limitation will not apply
to a liability of the Security Trustee to the extent that it is not satisfied because, under this deed or by operation of law, there is a reduction in the extent of the Security Trustee's
indemnification out of the relevant Trust Fund as a result of the Security Trustee's fraud, gross negligence or wilful default. Nothing in this clause 25.7 or any similar provision in any other
Transaction Document limits or adversely affects the powers of the Security Trustee, any Receiver or attorney in respect of any Deed of Charge or any Secured Property. 





26 RELEVANT NOTE TRUSTEE  


CAPACITY  


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



EXERCISE OF RIGHTS  


	26.2
	Except
as otherwise provided in this deed and in the relevant Note Trust Deed:



	(a)
	(ONLY
BY NOTE TRUSTEE): the rights, remedies and discretions of the relevant Bearer Note Holders under this deed including all rights to vote or give instructions or consent to the
Security Trustee and to enforce any undertakings or warranties under this deed, may only be exercised by the relevant Note Trustee on behalf of the relevant Bearer Note Holders in accordance with the
relevant Note Trust Deed; and



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








INSTRUCTIONS OR DIRECTIONS  


	26.3
	The
Security Trustee may rely on any instructions or directions given to it by the relevant Note Trustee as being given on behalf of all the Bearer Note Holders from time to time and
need not inquire whether any such instructions or directions are in accordance with the relevant Note Trust 


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Deed,
whether the relevant Note Trustee or the Bearer Note Holders from time to time have complied with any requirements under the relevant Note Trust Deed or as to the reasonableness or otherwise of
the relevant Note Trustee. 




VOTING AT MEETINGS  


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



PAYMENTS  


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




NOTICES  


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



LIMITATION OF RELEVANT NOTE TRUSTEE'S LIABILITY  


	26.7
	The
liability of the relevant Note Trustee under this deed is limited in the manner and to the same extent as under the relevant Note Trust Deed. 



EXECUTED
as a deed in the Australian Capital Territory. 


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EXECUTION PAGE  



	SIGNED, SEALED AND DELIVERED by



as attorney for PERPETUAL TRUSTEE COMPANY LIMITED

under power of attorney dated



in the presence of:




 Signature of witness




 Name of witness (block letters)




 Address of witness




 Occupation of witness	 	)

)

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 By executing this deed the attorney states that the attorney has received no notice of revocation of the power of attorney
	

SIGNED, SEALED AND DELIVERED by



as attorney for P.T. LIMITED

under power of attorney dated



in the presence of:




 Signature of witness




 Name of witness (block letters)




 Address of witness




 Occupation of witness	
 	

)

)

)

)

)

)

)

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 By executing this deed the attorney states that the attorney has received no notice of revocation of the power of attorney
	 	 	 	 	 



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SIGNED by



on behalf of and SEALED AND DELIVERED by

ANZ CAPEL COURT LIMITED in the presence of:




 Signature of witness




 Name of witness (block letters)




 Address of witness




 Occupation of witness	
 	

)

)

)

)

)

)

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 By executing this deed the signatory states that the signatory has received no notice of revocation of the authority pursuant to which they execute this deed
	

SIGNED, SEALED AND DELIVERED by



as authorised signatory for

THE BANK OF NEW YORK, NEW YORK BRANCH





in the presence of:




 Signature of witness




 Name of witness (block letters)




 Address of witness




 Occupation of witness	
 	

)

)

)

)

)

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)

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 By executing this deed the signatory states that signatory has received no notice of revocation of the authority under which this deed is signed, sealed and delivered




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