<PAGE>


                                                             Security Trust Deed

                                         Perpetual Trustees Consolidated Limited
                                                                       (Chargor)

                                                                    P.T. Limited
                                                              (Security Trustee)

                                                      Crusade Management Limited
                                                                       (Manager)

                                              Crusade Global Trust No. 1 of 2004

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

                                       (C) Copyright Allens Arthur Robinson 2003

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Security Trust Deed                                       Allens Arthur Robinson
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Table of Contents

<TABLE>
<S>                                                                                                       <C>
1.       Definitions and Interpretation                                                                    1
         1.1      Definitions                                                                              1
         1.2      Master Trust Deed definitions and Trust Document amendments                              4
         1.3      Interpretation                                                                           5
         1.4      Determination, statement and certificate sufficient evidence                             5
         1.5      Document or agreement                                                                    5
         1.6      Rights and obligations of Mortgagees                                                     5
         1.7      Transaction Document                                                                     6
         1.8      Chargor as trustee                                                                       6
         1.9      Knowledge of the Chargor                                                                 6
         1.10     Knowledge of Security Trustee                                                            6

2.       Appointment of Security Trustee                                                                   6
         2.1      The Security Trustee                                                                     6
         2.2      Duration of Trust                                                                        7
         2.3      Covenant                                                                                 7

3.       Charge                                                                                            7
         3.1      Charge                                                                                   7
         3.2      Security                                                                                 7
         3.3      Prospective liability                                                                    7

4.       Nature of Charge                                                                                  7
         4.1      Priority                                                                                 7
         4.2      Nature of Charge                                                                         7
         4.3      Dealing with Mortgaged Property                                                          8
         4.4      Crystallisation                                                                          8
         4.5      De-crystallisation                                                                       9

5.       Covenants and Warranties                                                                          9
         5.1      Covenant                                                                                 9
         5.2      Negative covenants                                                                      10
         5.3      Representations and Warranties                                                          10
         5.4      Manager's undertakings                                                                  11

6.       Further Assurances                                                                               11
         6.1      Further assurances                                                                      11

7.       Note Trustee                                                                                     11
         7.1      Capacity                                                                                11
         7.2      Exercise of rights                                                                      12
         7.3      Instructions or directions                                                              12
         7.4      Payments                                                                                12
         7.5      Notices                                                                                 12

8.       Events of Default                                                                                12
         8.1      Events of Default                                                                       12
         8.2      Rights of the Security Trustee upon Event of Default                                    14
</TABLE>


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<TABLE>
<S>                                                                                                       <C>
         8.3      Notify Events of Default                                                                14

9.       Enforcement                                                                                      14
         9.1      Power to enforce                                                                        14
         9.2      No obligation to enforce                                                                14
         9.3      Obligation to convene meeting                                                           14
         9.4      Security Trustee to act in accordance with directions                                   15
         9.5      Security Trustee must receive indemnity                                                 15
         9.6      Limitation on rights of Mortgagees                                                      16
         9.7      Immaterial waivers                                                                      16
         9.8      Acts pursuant to resolutions                                                            16
         9.9      Overriding provision                                                                    17

10.      Appointment of Receiver                                                                          17
         10.1     Appointment                                                                             17
         10.2     Agent of Chargor                                                                        17
         10.3     Receiver's powers                                                                       18
         10.4     Receiver appointed after commencement of winding up                                     20
         10.5     Powers exercisable by the Security Trustee                                              20
         10.6     Withdrawal                                                                              20

11.      Remuneration of Security Trustee                                                                 20
         11.1     Costs                                                                                   20
         11.2     Fee                                                                                     20
         11.3     Cessation of Fee                                                                        21

12.      Power of Attorney                                                                                21

13.      Completion of Blank Securities                                                                   21

14.      Performance of Chargor's Obligations                                                             22

15.      Statutory Powers                                                                                 22
         15.1     Powers in augmentation                                                                  22
         15.2     Notice not required                                                                     22

16.      Application of Moneys Received                                                                   22
         16.1     Priorities                                                                              22
         16.2     Moneys actually received                                                                22
         16.3     Amounts contingently due                                                                23
         16.4     Notice of subsequent Security Interests                                                 23
         16.5     Satisfaction of debts                                                                   23
         16.6     Payments into US$ Account                                                               23
         16.7     Payments out of US$ Account                                                             24
         16.8     Excluded amounts                                                                        24
         16.9     Proportionate Sharing                                                                   24

17.      Other Security Interests Over Mortgaged Property                                                 24

18.      Protection of Mortgagees, Receiver and Attorney                                                  24

19.      Protection of Third Parties                                                                      26
         19.1     No enquiry                                                                              26
</TABLE>


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<TABLE>
<S>                                                                                                       <C>
         19.2     Receipt                                                                                 26

20.      Expenses, Indemnity                                                                              26
         20.1     Expenses                                                                                26
         20.2     Indemnity                                                                               27

21.      Currency Indemnity                                                                               27

22.      Stamp Duties                                                                                     27

23.      Interest on Overdue Amounts                                                                      28
         23.1     Accrual                                                                                 28
         23.2     Payment                                                                                 28
         23.3     Rate                                                                                    28

24.      Certificate as to Amount of Secured Moneys, etc.                                                 28

25.      Survival of Representations                                                                      29

26.      Indemnity and Reimbursement Obligations                                                          29

27.      Continuing Security                                                                              29

28.      Other Securities                                                                                 29

29.      Discharge of the Charge                                                                          29
         29.1     Release                                                                                 29
         29.2     Contingent liabilities                                                                  30
         29.3     Charge reinstated                                                                       30

30.      Amendment                                                                                        30
         30.1     Approval of Manager                                                                     30
         30.2     Extraordinary Resolution of Voting Mortgagees                                           31
         30.3     Distribution of amendments                                                              31

31.      Chargor's Liability                                                                              31
         31.1     Limitation of liability                                                                 31
         31.2     Rights against Mortgaged Property preserved                                             32
         31.3     Obligation Express                                                                      33
         31.4     Advice from Professional Advisers                                                       33

32.      Waivers, Remedies Cumulative                                                                     33

33.      Consents and Opinion                                                                             33

34.      Severability of Provisions                                                                       33

35.      Moratorium Legislation                                                                           34

36.      Assignments                                                                                      34

37.      Notices                                                                                          34

38.      Relationship of Mortgagees to Security Trustee                                                   35
         38.1     Instructions; extent of discretion                                                      35
         38.2     No obligation to investigate authority                                                  35
         38.3     Delegation                                                                              35
         38.4     Reliance on documents and experts                                                       36
</TABLE>


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Security Trust Deed                                       Allens Arthur Robinson
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<TABLE>
<S>                                                                                                       <C>
         38.5     Notice of transfer                                                                      36
         38.6     Notice of default                                                                       36
         38.7     Security Trustee as Mortgagee                                                           36
         38.8     Indemnity to Security Trustee                                                           36
         38.9     Independent investigation                                                               38
         38.10    No monitoring                                                                           38
         38.11    Information                                                                             38
         38.12    Conflicts                                                                               39
         38.13    No Liability                                                                            39

39.      Retirement and Removal of Security Trustee                                                       39
         39.1     Retirement                                                                              39
         39.2     Removal                                                                                 40
         39.3     Replacement                                                                             40
         39.4     Rating Agencies Approval                                                                41

40.      Meetings of Mortgagees                                                                           41
         40.1     Limitation on Security Trustee's powers                                                 41
         40.2     Convening of meetings                                                                   41
         40.3     Notice of meetings                                                                      42
         40.4     Chairman                                                                                42
         40.5     Quorum                                                                                  42
         40.6     Adjournment                                                                             43
         40.7     Voting procedure                                                                        43
         40.8     Right to attend and speak                                                               44
         40.9     Appointment of Proxies                                                                  44
         40.10    Corporate Representatives                                                               45
         40.11    Rights of Representatives                                                               45
         40.12    Extraordinary Resolutions                                                               45
         40.13    Extraordinary Resolution binding on Mortgagees                                          46
         40.14    Minutes and records                                                                     46
         40.15    Written resolutions                                                                     47
         40.16    Further procedures for meetings                                                         47
         40.17    Note Trustee rights                                                                     47

41.      Authorised Signatories                                                                           48

42.      Governing Law and Jurisdiction                                                                   48

43.      Counterparts                                                                                     48

44.      Set-Off                                                                                          48

45.      Acknowledgement by Chargor                                                                       49

46.      Information Memorandum                                                                           49

47.      Security Trustee's Limited Liability                                                             49
         47.1     Reliance on certificate                                                                 49
         47.2     Security Trustee's reliance on Manager, Note Trustee or Servicer                        49
         47.3     Compliance with laws                                                                    50
         47.4     Reliance on experts                                                                     50
</TABLE>


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<TABLE>
<S>                                                                                                       <C>
         47.5     Oversights of others                                                                    50
         47.6     Powers, authorities and discretions                                                     51
         47.7     Impossibility or impracticability                                                       51
         47.8     Legal and other proceedings                                                             51
         47.9     No liability except for negligence etc.                                                 52
         47.10    Further limitations on Security Trustee's liability                                     52
         47.11    Conflicts                                                                               53
         47.12    Information                                                                             53
         47.13    Investigation by Security Trustee                                                       54

48.      Privacy                                                                                          54
</TABLE>


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Security Trust Deed                                       Allens Arthur Robinson
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Date
-------------
Time
-------------

Parties
-------------

      1.    Perpetual Trustees Consolidated Limited (ABN 81 004 029 841) of
            Level 7, 9 Castlereagh Street, Sydney, New South Wales 2000 in its
            capacity as trustee of the Crusade Global Trust No. 1 of 2004 (the
            Chargor);

      2.    P.T. Limited (ABN 67 004 454 666) of Level 7, 9 Castlereagh Street,
            Sydney, NSW 2000 (the Security Trustee); and

      3.    Crusade Management Limited (ABN 90 070 715 916) of 4-16 Montgomery
            Street, Kogarah, New South Wales 2217 (the Manager).

Recitals
-------------

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

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

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

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

IT IS AGREED as follows.

1.    Definitions and Interpretation
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1.1   Definitions

      The following definitions apply unless the context requires otherwise.

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

      Charge means the charge created by this deed.

      Charge Release Date means, subject to clause 29.3, the date the Security
      Trustee discharges the Charge and this deed under clause 29.1.


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Security Trust Deed                                       Allens Arthur Robinson
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      Chargor's Indemnity means:

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

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

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

      Event of Default means any of the events specified in clause 8.

      Extraordinary Resolution means in relation to the Voting Mortgagees:

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

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

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

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

      (a)   to pay or to purchase;

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

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

      (d)   to be responsible otherwise for,

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

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

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

      Mortgaged Property means the property and rights mortgaged or charged by
      this deed or any Collateral Security.

      Mortgagee has the meaning given in the Supplementary Terms Notice and
      includes the Manager in relation to its rights as Manager under the Trust
      Documents for the Trust.

      Note Trustee means the person (if any) defined as Note Trustee in the
      Supplementary Terms Notice and who accedes to this deed under the
      Supplementary Terms Notice.

      Noteholder Mortgagee has the meaning given in the Supplementary Terms
      Notice.


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

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

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

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

      Personal Information has the meaning given in the Privacy Act 1988 (Cth).

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

      Relevant Trust means a trust other than the Trust, constituted under the
      Master Trust Deed and the Supplementary Terms Notice for the Trust, of
      which the Chargor is a trustee.

      Representative means:

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

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

      (c)   without limiting the generality of paragraph (a), in the case of a
            Voting Mortgagee which is a body corporate, a person who is
            appointed pursuant to clause 40.10 by that Mortgagee, or as
            otherwise specified in the Supplementary Terms Notice.

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

      (a)   it includes money by way of principal, interest, fees, costs,
            indemnities, Guarantee, charges, duties or expenses, or payment of
            liquidated or unliquidated damages under or in connection with a
            Trust Document, or as a result of any breach of or default under or
            in connection with, a Trust Document; and

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

      Settlor means Andrew Jinks.

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

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

      Trust means the trust known, initially, as the Crusade Global Trust No. 1
      of 2004 (as it may be renamed from time to time) constituted under the
      Notice of Creation of Trust, the Master Trust Deed and the Supplementary
      Terms Notice.


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

      Trust Document means each of:

      (a)   this deed;

      (b)   the Master Trust Deed;

      (c)   the Supplementary Terms Notice;

      (d)   the Notice of Creation of Trust;

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

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

      (g)   each Note;

      (h)   each Support Facility for the Trust;

      (i)   the Agency Agreement;

      (j)   the Note Trust Deed; or

      (k)   the Subscription Agreements.

      US Noteholder has the meaning given in the Supplementary Terms Notice.

      Vesting Date means the day preceding the earliest of:

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

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

      (c)   the day after the Charge Release Date.

      Voting Mortgagee has the meaning given in the Series Notice.

1.2   Master Trust Deed definitions and Trust Document amendments

      (a)   Words and expressions which are defined in the Master Trust Deed (as
            amended by the Supplementary Terms Notice) and the Supplementary
            Terms Notice (including in each case by reference to another
            agreement), despite their respective times of execution, have the
            same meanings when used in this deed unless the context otherwise
            requires or unless otherwise defined in this deed.

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

      (c)   This deed may be expressly amended by the Supplementary Terms
            Notice, and shall be read subject to any such amendment. No such
            amendment will constitute a revesting of the trust constituted under
            this deed.


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1.3   Interpretation

      Clause 1.2 of the Master Trust Deed applies to this deed as if set out in
      full and:

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

      (b)   an Event of Default subsists until it has been waived in writing by
            the Security Trustee provided that no such waiver will be capable of
            taking effect unless the Security Trustee has first, subject to
            clause 40.17(d), obtained the prior written consent of the
            Noteholder Mortgagees; and

      (c)   a reference to an amount for which a person is contingently liable
            includes an amount which that person may become actually or
            contingently liable to pay if a contingency occurs, whether or not
            that liability will actually arise.

1.4   Determination, statement and certificate sufficient evidence

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

1.5   Document or agreement

      A reference to:

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

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

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

1.6   Rights and obligations of Mortgagees

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

      (b)   Subject to clause 9.5, no Mortgagee is entitled to enforce this deed
            or any Collateral Security other than through the Security Trustee.

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

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

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


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1.7   Transaction Document

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

1.8   Chargor as trustee

      In this deed, except where provided to the contrary:

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

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

1.9   Knowledge of the Chargor

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

1.10  Knowledge of Security Trustee

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

2.    Appointment of Security Trustee
--------------------------------------------------------------------------------

2.1   The Security Trustee

      The Security Trustee:

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

      (b)   acknowledges and declares that it:

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

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

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

2.2   Duration of Trust

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


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2.3   Covenant

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

3.    Charge
--------------------------------------------------------------------------------

3.1   Charge

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

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

3.2   Security

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

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

3.3   Prospective liability

      (a)   For the purpose of the Corporations Act 2001 (Cth) the maximum
            prospective liability (as defined in the Corporations Act 2001
            (Cth)) secured by this deed at any time is A$6,000,000,000 and the
            total amount recoverable under this deed is limited to
            A$6,000,000,000 or its equivalent in another currency.

      (b)   The nature of that prospective liability is advances, interests,
            fees, costs, indemnities and other amounts included in the
            definition of Secured Moneys.

4.    Nature of Charge
--------------------------------------------------------------------------------

4.1   Priority

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

4.2   Nature of Charge

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


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4.3   Dealing with Mortgaged Property

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

            (i)   create or allow to exist any Security Interest (other than the
                  charge created under this deed) over any Mortgaged Property;
                  or

            (ii)  in any other way:

                  (A)   dispose of;

                  (B)   create or allow any interest in; or

                  (C)   part with possession of,

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

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

4.4   Crystallisation

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

      (a)   in respect of any asset:

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

            (ii)  if the Chargor:

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

                  (B)   sells, leases or otherwise disposes of;

                  (C)   creates or allows any interest in; or

                  (D)   parts with possession of,

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

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

                  (A)   section 218 or section 255 of the Income Tax Assessment
                        Act 1936 (Cth) and the Income Tax Assessment Act 1992
                        (Cth);

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

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


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                  (D)   any similar legislation,

                  which will affect that asset; or

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

      (b)   in respect of all the Mortgaged Property:

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

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

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

4.5   De-crystallisation

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

5.    Covenants and Warranties
--------------------------------------------------------------------------------

5.1   Covenant

      (a)   The Chargor acknowledges its indebtedness to each Mortgagee in
            respect of the relevant Secured Moneys. The Chargor shall duly and
            punctually pay the Secured Moneys when due in accordance with the
            Transaction Documents, including in accordance with clause 8.2.

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

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

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

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

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

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

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


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5.2   Negative covenants

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

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

            (i)   the Notes;

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

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

            (iv)  Financial Indebtedness when the Chargor has received written
                  confirmation from the Designated Rating Agencies for each
                  Class of Notes that it will not result in any reduction or
                  withdrawal of the ratings assigned to the Notes by the
                  Designated Rating Agencies;

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

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

      (d)   (Security Interest) create or permit or suffer to exist any other
            Security Interest over the Mortgaged Property.

5.3   Representations and Warranties

      The Chargor makes the following representations and warranties.

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

      (b)   (Good title) The Chargor is the sole equitable owner of the
            Mortgaged Property and has the power under the Master Trust Deed to
            enter into this deed and to charge in the manner provided in this
            deed the Mortgaged Property. Subject only to the Master Trust Deed
            and this deed, the Mortgaged Property is free of all other Security
            Interests as far as the Chargor is aware.

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

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


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      (e)   (Master Trust Deed) The Trust is constituted pursuant to the Master
            Trust Deed, the Notice of Creation of Trust and the Supplementary
            Terms Notice.

      (f)   (Right of indemnity) As far as the Chargor is aware, except as
            expressly provided in the Master Trust Deed or the Supplementary
            Terms Notice or statute the Chargor has not limited in any way, and
            the Chargor has no liability which may be set off against, the
            Chargor's Indemnity.

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

5.4   Manager's undertakings

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

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

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

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

      (d)   a copy of each Trust Document and details and information relating
            to:

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

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

6.    Further Assurances
--------------------------------------------------------------------------------

6.1   Further assurances

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

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

      (b)   for aiding in the execution or exercise of any Power,

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

7.    Note Trustee
--------------------------------------------------------------------------------

7.1   Capacity

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


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7.2   Exercise of rights

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

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

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

7.3   Instructions or directions

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

7.4   Payments

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

7.5   Notices

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

8.    Events of Default
--------------------------------------------------------------------------------

8.1   Events of Default

      Subject to the Supplementary Terms Notice, each of the following is an
      Event of Default (whether or not it is within the control of the Chargor).

      (a)   (Failure to pay) The Chargor fails to pay:

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

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

            Sub-clauses (i) and (ii) above will not constitute Events of Default
            if the Secured Moneys which the Chargor failed to pay are
            subordinated to payments of amounts due to Class A Noteholders while
            any Secured Moneys remain owing:


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                  (A)   to Class A Noteholders; or

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

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

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

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

      (e)   (Enforcement of security) Any Security Interest over the Trust
            Assets is enforced.

      (f)   (Vitiation of Trust Documents)

            (i)   All or any part of any Trust Document (other than the Basis
                  Swap, the Redraw Facility Agreement or, where the Currency
                  Swap is terminated by the provider of the Currency Swap as a
                  result of a call exercised by the Trustee under Condition
                  5(j), the Currency Swap) is terminated or is or becomes void,
                  illegal, invalid, unenforceable or of limited force and
                  effect; or

            (ii)  a party becomes entitled to terminate, rescind or avoid all or
                  part of any Trust Document (other than the Basis Swap, the
                  Redraw Facility or, where the Currency Swap is terminated by
                  the provider of the Currency Swap as a result of a call
                  exercised by the Trustee under Condition 5(j), the Currency
                  Swap)

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

      (g)   (Trust) Without the prior consent of the Security Trustee (such
            consent, subject to clause 40.17(d), having been approved by the
            Noteholder Mortgagees):

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

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

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


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8.2   Rights of the Security Trustee upon Event of Default

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

      (a)   declare the Charge immediately enforceable;

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

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

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

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

8.3   Notify Events of Default

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

9.    Enforcement
--------------------------------------------------------------------------------

9.1   Power to enforce

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

9.2   No obligation to enforce

      Subject to clause 9.3, pending the receipt of directions from the Voting
      Mortgagees as contemplated by clauses 9.3 and 9.4, the Security Trustee
      shall not be bound to take any action or give any consent or waiver or
      make any determination under this deed (including, without limiting the
      generality of the above, to appoint any Receiver, to declare the Charge
      enforceable or the Secured Moneys immediately due and payable pursuant to
      clause 8.2 or to take any other proceedings referred to in clause 9.1).
      Nothing in this clause shall affect the operation of clause 4.4 or the
      Charge becoming enforceable prior to the Security Trustee receiving
      directions from the Voting Mortgagees.

9.3   Obligation to convene meeting

      (a)   Prior to the Security Trustee becoming actually aware of the
            occurrence of an Event of Default and provided that it has been
            indemnified to its satisfaction in accordance with this deed, the
            Security Trustee may enforce this deed without an Extraordinary
            Resolution of the


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            Voting Mortgagees if it believes (in its absolute discretion) that
            it is necessary to do so to protect the interests of the Mortgagees.

      (b)   Following the Security Trustee becoming actually aware of the
            occurrence of an Event of Default in accordance with clause 1.10, it
            shall, subject to clause 9.7, promptly convene a meeting of the
            Voting Mortgagees in accordance with this deed, at which it shall
            seek directions from the Voting Mortgagees by way of an
            Extraordinary Resolution of the Voting Mortgagees regarding the
            action it should take as a result of that Event of Default including
            whether to do any of the things referred to in clauses 8.2(a) to (d)
            inclusive.

9.4   Security Trustee to act in accordance with directions

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

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

            (i)   this deed; and

            (ii)  the Security Trustee being adequately indemnified from the
                  property held on trust under clause 2.1(b) or the Security
                  Trustee receiving from the Voting Mortgagees (other than the
                  Note Trustee) an indemnity in a form reasonably satisfactory
                  to the Security Trustee (which may be by way of an
                  Extraordinary Resolution of the Voting Mortgagees) against all
                  actions, proceedings, claims and demands to which it may
                  render itself liable, and all costs, charges, damages and
                  expenses which it may incur, in giving effect to an
                  Extraordinary Resolution of the Voting Mortgagees.

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

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

      (d)   If the Security Trustee becomes bound to take steps and/or proceed
            under this deed and it fails to do so within a reasonable time and
            such failure is continuing, the Voting Mortgagees may exercise such
            powers as they determine by Extraordinary Resolution and then only
            if and to the extent the Voting Mortgagees are able to do so under
            Australian law.

9.5   Security Trustee must receive indemnity

      If:

            (i)   the Security Trustee convenes a meeting of the Voting
                  Mortgagees, or is required by an Extraordinary Resolution to
                  take any action under this deed, and advises the


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                  Voting Mortgagees that the Security Trustee will not act in
                  relation to the enforcement of this deed unless it is
                  personally indemnified by the Voting Mortgagees (other than
                  the Note Trustee) to its reasonable satisfaction against all
                  actions, proceedings, claims and demands to which it may
                  render itself liable, and all costs, charges, damages and
                  expenses which it may incur, in relation to the enforcement of
                  this deed and put in funds to the extent to which it may
                  become liable (including costs and expenses); and

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

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

9.6   Limitation on rights of Mortgagees

      Subject to this deed (including, without limitation, clauses 9.4(b) and
      9.5), the powers, rights and remedies conferred on the Security Trustee by
      this deed are exercisable by the Security Trustee only, and no Mortgagee
      is entitled without the written consent of the Security Trustee to
      exercise the same or any of them. Without limiting the generality of the
      foregoing, subject to clause 9.5, no Mortgagee is entitled to enforce the
      Charge or the provisions of this deed or to appoint or cause to be
      appointed a Receiver to any of the Mortgaged Property or otherwise to
      exercise any power conferred by the terms of any applicable law on charges
      except as provided in this deed.

9.7   Immaterial waivers

      (a)   The Security Trustee may (subject to clauses 40.17(d), with the
            prior written consent of the Noteholder Mortgagees) agree, on any
            terms and conditions as it may deem expedient, having first given
            notice to any Designated Rating Agency for each Class of Notes, but
            without the consent of the other Mortgagees and without prejudice to
            its rights in respect of any subsequent breach, to any waiver or
            authorisation of any breach or proposed breach of any of the terms
            and conditions of the Trust Documents or any of the provisions of
            this deed which is not, in the reasonable opinion of the Security
            Trustee, materially prejudicial to the interests of the Mortgagees
            and may determine that any event that would otherwise be an Event of
            Default shall not be treated as an Event of Default for the purpose
            of this deed.

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

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

9.8   Acts pursuant to resolutions

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


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      the constitution of that meeting or the passing of that resolution or that
      for any reason that resolution was not valid or binding upon the Voting
      Mortgagees.

9.9   Overriding provision

      Notwithstanding any other provision of this deed:

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

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

10.   Appointment of Receiver
--------------------------------------------------------------------------------

10.1  Appointment

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

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

      (b)   remove any Receiver;

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

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

10.2  Agent of Chargor

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

      (b)   Each Mortgagee acknowledges that:

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

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


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10.3  Receiver's powers

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

      (a)   (Take possession and manage) He may take possession of, get in and
            manage the Mortgaged Property.

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

      (c)   (Carry on business) He may carry on or concur in carrying on any
            business.

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

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

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

      (g)   (Sell)

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

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

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

                  (B)   for cash or on credit;

                  (C)   in one lot or in parcels;

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

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

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

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

      (i)   (Sever fixtures) He may sever fixtures.

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

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


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

      (m)   (Perform and enforce agreements) He may:

            (i)   perform or enforce;

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

            (iii) obtain the benefit in other ways of,

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

      (n)   (Vary and terminate agreements) He may vary, rescind or terminate
            any document or agreement (including surrender or accept the
            surrender of leases).

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

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

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

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

      (s)   (Operate bank accounts) He may operate any bank account comprising
            part of the Mortgaged Property and open and operate any further bank
            account.

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

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

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

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

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

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

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

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


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

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

      (dd)  (Incidental power) He may do anything incidental to the exercise of
            any other Power.

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

10.4  Receiver appointed after commencement of winding up

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

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

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

10.5  Powers exercisable by the Security Trustee

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

10.6  Withdrawal

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

11.   Remuneration of Security Trustee
--------------------------------------------------------------------------------

11.1  Costs

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

11.2  Fee

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

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


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

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

11.3  Cessation of Fee

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

12.   Power of Attorney
--------------------------------------------------------------------------------

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

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

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

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

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

            (ii)  delegate his powers (including delegation).

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

13.   Completion of Blank Securities
--------------------------------------------------------------------------------

      The Security Trustee, any Authorised Signatory of the Security Trustee,
      any Receiver or any Attorney may complete any document which at any time
      is executed by or on behalf of the Chargor and deposited with the Security
      Trustee. It may complete it in favour of any Mortgagee, any


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

14.   Performance of Chargor's Obligations
--------------------------------------------------------------------------------

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

15.   Statutory Powers
--------------------------------------------------------------------------------

15.1  Powers in augmentation

      The powers conferred on a mortgagee by law:

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

      (b)   (to the extent permitted by law and, subject to clause 40.17(d), and
            provided there is sufficient time to do so, with the prior written
            consent of the Noteholder Mortgagees) may be exercised by the
            Security Trustee immediately after the Charge becomes enforceable
            under this deed and at any time subsequently; and

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

15.2  Notice not required

      To the extent permitted by law:

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

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

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

16.   Application of Moneys Received
--------------------------------------------------------------------------------

16.1  Priorities

      The proceeds from the enforcement of the Charge over the Mortgaged
      Property (other than Excluded Assets) (the Available Fund Pool) are to be
      applied in the order of priority set out in the Supplementary Terms Notice
      for that purpose, subject to any other priority which may be required by
      statute or law.

16.2  Moneys actually received

      In applying any moneys towards satisfaction of the Secured Moneys, the
      Chargor will be credited only with the money available for that purpose
      which is actually received by the relevant Mortgagee


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      or, where the Mortgagee is a US$ Noteholder, the Note Trustee. The credit
      will date from the time of receipt.

16.3  Amounts contingently due

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

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

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

16.4  Notice of subsequent Security Interests

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

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

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

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

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

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

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

16.5  Satisfaction of debts

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

16.6  Payments into US$ Account

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

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


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16.7  Payments out of US$ Account

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

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

16.8  Excluded amounts

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

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

      (b)   Any of:

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

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

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

16.9  Proportionate Sharing

      (a)   Sharing

            Whenever any Mortgagee receives or recovers any money in respect of
            any sum due from the Chargor under a Trust Document in any way
            (including without limitation by set-off) except those referred to
            in clause 16.8 or through distribution by the Security Trustee under
            this deed (the Received Moneys).

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

            (ii)  the Mortgagee shall immediately pay that money to the Security
                  Trustee (unless the Security Trustee directs otherwise). As
                  between each Class of Class A Noteholders, such payments (if
                  any) are to be made pari passu and rateably;

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

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


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

      (b)   Netting

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

17.   Other Security Interests Over Mortgaged Property
--------------------------------------------------------------------------------

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

      (b)   The Security Trustee or any Receiver may at any time pay or agree to
            pay the amount certified by the holder of a Security Interest or
            purported Security Interest to be necessary to discharge it or some
            indebtedness secured by it, or to acquire it. From the date of
            payment that amount will be part of the Secured Moneys and the
            Chargor shall indemnify the Security Trustee (and if other
            Mortgagees indemnify the Security Trustee, those other Mortgagees)
            and the Receiver against that amount. This applies whether or not
            that Security Interest or purported Security Interest was valid or
            prior, equal or subsequent ranking, or the property or moneys stated
            in the certificate were secured by it.

18.   Protection of Mortgagees, Receiver and Attorney
--------------------------------------------------------------------------------

      To the extent permitted by law, neither any Mortgagee nor any Receiver or
      Attorney will be liable:

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

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

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


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19.   Protection of Third Parties
--------------------------------------------------------------------------------

19.1  No enquiry

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

      (a)   is bound to enquire:

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

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

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

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

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

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

      In this clause a Dealing is:

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

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

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

19.2  Receipt

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

20.   Expenses, Indemnity
--------------------------------------------------------------------------------

20.1  Expenses

      In accordance with the Supplementary Terms Notice and this deed, the
      Chargor shall reimburse each Mortgagee or (where the Mortgagee is a US$
      Noteholder who is not a Voting Mortgagee) the Note Trustee, Receiver and
      Attorney for its expenses in relation to:

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


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

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

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

20.2  Indemnity

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

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

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

21.   Currency Indemnity
--------------------------------------------------------------------------------

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

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

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

22.   Stamp Duties
--------------------------------------------------------------------------------

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

      (b)   Those Taxes include financial institutions duty, debits tax or other
            Taxes payable by return and Taxes passed on to any Mortgagee (other
            than the Note Trustee and the US$ Noteholders) by any bank or
            financial institution other than interest withholding tax.


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

23.   Interest on Overdue Amounts
--------------------------------------------------------------------------------

23.1  Accrual

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

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

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

      (c)   at the rate provided in clause 23.3,

      except where the Trust Document provides otherwise.

23.2  Payment

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

23.3  Rate

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

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

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

24.   Certificate as to Amount of Secured Moneys, etc.
--------------------------------------------------------------------------------

      A certificate signed by an Authorised Signatory of the Security Trustee
      will be sufficient evidence against the Chargor and the Mortgagees, in the
      absence of manifest error or proof to the contrary:

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

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

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

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

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


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25.   Survival of Representations
--------------------------------------------------------------------------------

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

26.   Indemnity and Reimbursement Obligations
--------------------------------------------------------------------------------

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

      (a)   is a continuing obligation;

      (b)   is a separate and independent obligation;

      (c)   is payable on demand;

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

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

27.   Continuing Security
--------------------------------------------------------------------------------

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

28.   Other Securities
--------------------------------------------------------------------------------

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

      (a)   any other Security Interest; or

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

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

29.   Discharge of the Charge
--------------------------------------------------------------------------------

29.1  Release

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

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

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


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

      (b)   upon the Manager providing a certificate to the Security Trustee
            (upon which certificate the Security Trustee may rely conclusively)
            stating that:

            (i)   the only Secured Moneys (actually or contingently owing) which
                  have not been paid in full are those with respect to Excluded
                  Advances; and

            (ii)  the only obligations of the Chargor which have not been
                  performed, observed and fulfilled are those relating to
                  repayment of Excluded Advances,

            (iii) the Security Trustee shall, subject to clause 29.2, at the
                  request of the Manager or the Chargor, and at the cost of the
                  Chargor, release the Excluded Assets from the Charge and this
                  deed.

29.2  Contingent liabilities

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

29.3  Charge reinstated

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

30.   Amendment
--------------------------------------------------------------------------------

30.1  Approval of Manager

      The Security Trustee and the Chargor may, following the giving of at least
      10 Business Days prior written notice to each Designated Rating Agency,
      and with the written approval of the Manager and (subject to clause
      40.17(d)) the Noteholder Mortgagees and, by way of supplemental deed
      alter, add to or modify this deed (including this clause 30) so long as
      such alteration, addition or modification is:

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


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

      (c)   in the opinion of the Security Trustee appropriate or expedient as a
            consequence of an amendment to any law or regulation or altered
            requirements of any Government Agency (including, without
            limitation, an alteration, addition or modification which is in the
            opinion of the Security Trustee appropriate or expedient as a
            consequence of the enactment of a law or regulation or an amendment
            to any law or regulation or ruling by the Commissioner or Deputy
            Commissioner of Taxation or any governmental announcement or
            statement, in any case which has or may have the effect of altering
            the manner or basis of taxation of trusts generally or of trusts
            similar to the Trust); or

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

30.2  Extraordinary Resolution of Voting Mortgagees

      Where in the opinion of the Security Trustee and in accordance with this
      deed, a proposed alteration, addition or modification to this deed, other
      than an alteration, addition or modification referred to in clause 30.1 or
      clause 1.2, is prejudicial or likely to be prejudicial to the interest of
      Mortgagees as a whole or any class of Mortgagees, the Security Trustee and
      the Chargor may make such alteration, addition or modification if
      sanctioned by an Extraordinary Resolution of the Voting Mortgagees or that
      class of Voting Mortgagees.

30.3  Distribution of amendments

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

31.   Chargor's Liability
--------------------------------------------------------------------------------

31.1  Limitation of liability

      (a)   General

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

      (b)   Limitation of Chargor's Liability

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


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                  connected with any representation, warranty, conduct,
                  omission, agreement or transaction related to this deed or the
                  Trust.

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

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

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

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

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

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

31.2  Rights against Mortgaged Property preserved

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


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31.3  Obligation Express

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

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

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

31.4  Advice from Professional Advisers

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

32.   Waivers, Remedies Cumulative
--------------------------------------------------------------------------------

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

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

33.   Consents and Opinion
--------------------------------------------------------------------------------

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

34.   Severability of Provisions
--------------------------------------------------------------------------------

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

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

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

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


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

35.   Moratorium Legislation
--------------------------------------------------------------------------------

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

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

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

            is excluded from this deed and any Collateral Security.

36.   Assignments
--------------------------------------------------------------------------------

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

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

37.   Notices
--------------------------------------------------------------------------------

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

            (i)   must be in writing;

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

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

                  (A)   (in the case of delivery in person, or by facsimile
                        transmission) when delivered, received or left at the
                        address of the recipient shown in this deed, to any
                        other address it may have notified the sender, or as
                        provided in clause 37(b), but if delivery or receipt is
                        on a day on which business is not generally carried on
                        in the place to which the communication is sent or is
                        later than 4 00 pm (local time), it will be taken to
                        have been duly given or made at the commencement of
                        business on the next day on which business is generally
                        carried on in that place; or


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

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

38.   Relationship of Mortgagees to Security Trustee
--------------------------------------------------------------------------------

38.1  Instructions; extent of discretion

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

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

      (c)   In the absence of an Extraordinary Resolution of the Voting
            Mortgagees, the Security Trustee need not act but, if it does act,
            it must act (with prior written notice to the Noteholder Mortgagees)
            in the best interests of the Mortgagees in accordance with this
            deed.

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

38.2  No obligation to investigate authority

      (a)   Neither the Chargor nor the Security Trustee need enquire whether
            any Extraordinary Resolution has been passed or as to the terms of
            any Extraordinary Resolution.

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

38.3  Delegation

      (a)   The Security Trustee may employ agents and attorneys, and, provided
            that the Security Trustee exercises reasonable care in selecting
            them, providing the Security Trustee and the agent or attorney, as
            the case may be, are not related bodies corporate (as defined in the
            Corporations Act 2001 (Cth)) the Security Trustee will not be liable
            for the acts or omissions of any such agent or delegate. The
            Security Trustee may at the expense of the Chargor obtain such
            advice and information from lawyers, accountants, bankers and other
            consultants and experts as it considers desirable to allow it to be
            properly advised and informed in relation to its powers and
            obligations. Before obtaining such advice or information (unless the
            advice or information relates to the Manager) before the occurrence
            of an Event of Default, the Security Trustee shall first inform the
            Manager of the need for the advice or information and obtain the
            approval of the Manager, which approval shall not be unreasonably
            withheld or delayed.


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      (b)   Notwithstanding other provisions in this clause 38.3, where the
            Security Trustee employs a related body corporate as agent or
            attorney, the Security Trustee shall be liable for all acts or
            omissions of the agent or attorney done or omitted whilst acting in
            its capacity as such.

38.4  Reliance on documents and experts

      The Security Trustee may rely on:

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

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

38.5  Notice of transfer

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

38.6  Notice of default

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

      (b)   If the Security Trustee receives notice of, or becomes aware of, the
            occurrence of events or circumstances constituting an Event of
            Default and that those events or circumstances do constitute an
            Event of Default, the Security Trustee shall notify the Mortgagees.

38.7  Security Trustee as Mortgagee

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

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

38.8  Indemnity to Security Trustee

      (a)   Subject to clause 38.8(b) and to the order of payment contained in
            the Supplementary Terms Notice and clause 16 of this deed, the
            Chargor shall indemnify the Security Trustee (to the extent not
            reimbursed by the Chargor) against any loss, cost, liability,
            expense or damage the Security Trustee may sustain or incur directly
            or indirectly under or in relation to the Trust Documents. This does
            not limit the Chargor's liability under any other provision.

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


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

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

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

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

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

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

                  (A)   in the case of commitments or obligations that are
                        expressly contemplated by a Transaction Document and are
                        between parties to a Transaction


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                        Document, the Security Trustee's liability is limited in
                        the same manner as set out in this sub-clause (c); or

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

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

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

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

38.9  Independent investigation

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

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

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

38.10 No monitoring

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

38.11 Information

      The Chargor authorises:

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

      (b)   the Note Trustee and any Paying Agent to provide any US$ Noteholder,

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


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38.12 Conflicts

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

            (i)   obtain and rely on advice from any person referred to in
                  clause 38.3 and may comply with such direction or order;
                  and/or

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

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

      (b)   Neither the Security Trustee nor the Note Trustee has any
            responsibility for the form or contents of this deed or any other
            Trust Document and will have any liability (except, in each case,
            with respect to itself) arising as a result of or in connection with
            any inadequacy, invalidity or unenforceability of any provision of
            this deed or the other Trust Documents.

38.13 No Liability

      Without limitation the Security Trustee shall not be liable for:

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

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

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

39.   Retirement and Removal of Security Trustee
--------------------------------------------------------------------------------

39.1  Retirement

      Subject to any Trust Document to which the Security Trustee is a party,
      and subject also to the appointment of a successor Security Trustee as
      provided in this clause, the Security Trustee may retire at any time upon
      giving not less than three months' notice (or such shorter period as the
      parties


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      may agree) in writing to the Chargor, the Manager, the Note Trustee and
      each Designated Rating Agency without assigning any reason and without
      being responsible for any costs occasioned by such retirement.

39.2  Removal

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

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

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

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

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

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

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

39.3  Replacement

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

      (b)   If no successor Security Trustee is appointed within 30 days after
            notice, the retiring Security Trustee may on behalf of the
            Mortgagees appoint a successor Security Trustee (other than St.
            George or a Related Body Corporate of St. George) who accepts the
            appointment. If no such person is willing to accept this
            appointment, the Voting Mortgagees may elect a Security Trustee from
            among the Voting Mortgagees.

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

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

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


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39.4  Rating Agencies Approval

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

40.   Meetings of Mortgagees
--------------------------------------------------------------------------------

40.1  Limitation on Security Trustee's powers

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

40.2  Convening of meetings

      (a)   (Generally)

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

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

                  (A)   by the Chargor; or

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

      (b)   (Time and place)

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

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

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

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

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


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

40.3  Notice of meetings

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

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

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

      (d)   (Method of giving notice) Notice of a meeting shall be given in the
            manner provided in this deed.

      (e)   (Contents of a notice) Notice of a meeting of Voting Mortgagees
            shall specify, unless in any particular case the Security Trustee
            otherwise agrees:

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

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

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

40.4  Chairman

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

40.5  Quorum

      At any such meeting any two or more persons present in person holding, or
      being Representatives holding or representing, in the aggregate not less
      than 51% of the then Secured Moneys shall form a quorum for the
      transaction of business (other than passing an Extraordinary Resolution in
      which case the quorum shall be any 2 or more persons present in person
      holding or being Representatives holding or representing in aggregate not
      less than 67.5% of the then Secured Moneys) and no business (other than
      the choosing of a chairman) shall be transacted at any meeting unless the
      requisite quorum is present at the commencement of business.


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40.6  Adjournment

      (a)   (Quorum not present) If within 15 minutes from the time appointed
            for any such meeting a quorum is not present the meeting shall, if
            convened on the requisition of the Voting Mortgagees be dissolved.
            In any other case it shall stand adjourned (unless the Security
            Trustee agrees that it be dissolved) for such period, not being less
            than 7 days nor more than 42 days, as may be appointed by the
            chairman. At the adjourned meeting two or more persons present in
            person holding, or being Representatives holding or representing 15%
            of the then Secured Moneys shall (except for the purpose of passing
            an Extraordinary Resolution) form a quorum and shall have the power
            to pass any resolution and to decide upon all matters which could
            properly have been dealt with at the meeting from which the
            adjournment took place had a quorum been present at that meeting.
            The quorum at any such adjourned meeting for passing a Extraordinary
            Resolution shall be any 2 or more persons present in person holding
            or being Representatives holding or representing in aggregate not
            less than 20% of the then Secured Moneys.

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

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

40.7  Voting procedure

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

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

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


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

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

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

            (ii)  on a poll, every person who is present shall have one vote for
                  each US$100 or, in the case of Notes denominated in a currency
                  other than US$, the equivalent of US$100 set out in the Series
                  Notice, of the Secured Moneys that he holds or in respect of
                  which he is a Representative. Any person entitled to more than
                  one vote need not use or cast all of the votes to which he is
                  entitled in the same way.

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

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

40.8  Right to attend and speak

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

40.9  Appointment of Proxies

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


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

40.10 Corporate Representatives

      A person authorised pursuant to section 250D of the Corporations Act 2001
      (Cth) by a Voting Mortgagee being a body corporate to act for that Voting
      Mortgagee at any meeting shall, in accordance with his authority until his
      authority is revoked by the body corporate concerned, be entitled to
      exercise the same powers on behalf of that body corporate as that body
      corporate could exercise if it were an individual Voting Mortgagee and
      shall be entitled to produce evidence of his authority (together with, if
      required by the Security Trustee, evidence satisfactory to the Security
      Trustee of the due execution of the authority) to act at any time before
      the time appointed for the holding of or at the meeting or adjourned
      meeting or for the taking of a poll at which he proposes to vote.

40.11 Rights of Representatives

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

40.12 Extraordinary Resolutions

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

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

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

            (iii) to sanction any proposal by the Manager, the Chargor or the
                  Security Trustee for any modification, abrogation, variation
                  or compromise of, or arrangement in respect of, the rights of
                  the Mortgagees against the Chargor or the Manager whether such
                  rights shall arise under this deed, the Trust Documents or
                  otherwise;

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


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

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

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

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

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

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

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

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

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

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

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

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

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

            without the consent of that Mortgagee.

40.13 Extraordinary Resolution binding on Mortgagees

      Subject to clause 40.12(b), an Extraordinary Resolution passed at a
      meeting of the Voting Mortgagees duly convened and held in accordance with
      this clause 40 shall be binding upon all Mortgagees whether or not present
      at such meeting and each of the Mortgagees and the Chargor, the Manager
      and the Security Trustee shall be bound to give effect to it accordingly.

40.14 Minutes and records

      Minutes of all resolutions and proceedings at every meeting of the Voting
      Mortgagees under this clause 40 shall be made and duly entered in the
      books to be from time to time provided for that purpose by the Security
      Trustee and any such minutes purporting to be signed by the chairman of
      the meeting at which those resolutions were passed or proceedings
      transacted or by the chairman of the next succeeding meeting of the Voting
      Mortgagees shall be conclusive evidence of the matters


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      contained in those minutes and until the contrary is proved, provided
      every meeting in respect of the proceedings of which minutes have been
      made and signed as provided in this clause 40.14 shall be deemed to have
      been duly convened and held and all resolutions passed or proceedings
      transacted in that meeting to have been duly passed and transacted.

40.15 Written resolutions

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

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

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

40.16 Further procedures for meetings

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

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

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

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

40.17 Note Trustee rights

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

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

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

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


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

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

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

      (e)   Any reference to the Noteholder Mortgagees where:

            (i)   they are the only Voting Mortgagees; or

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

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

41.   Authorised Signatories
--------------------------------------------------------------------------------

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

42.   Governing Law and Jurisdiction
--------------------------------------------------------------------------------

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

43.   Counterparts
--------------------------------------------------------------------------------

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

44.   Set-Off
--------------------------------------------------------------------------------

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


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45.   Acknowledgement by Chargor
--------------------------------------------------------------------------------

      The Chargor confirms that:

      (a)   it has not entered into any Trust Document in reliance on, or as a
            result of, any conduct of any kind of or on behalf of any Mortgagee
            (other than the Manager and the Servicer) or any Related Body
            Corporate of any Mortgagee (including any advice, warranty,
            representation or undertaking); and

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

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

46.   Information Memorandum
--------------------------------------------------------------------------------

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

47.   Security Trustee's Limited Liability
--------------------------------------------------------------------------------

47.1  Reliance on certificate

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

      In preparing any notice, certificate, advice or proposal the Security
      Trustee shall be entitled to assume, unless it is actually aware to the
      contrary, that each person under any Authorised Investment, Support
      Facility, Receivable, Receivable Security, Related Securities, other
      Transaction Document or any other deed, agreement or arrangement
      incidental to any of the above or to the Trust, will perform their
      obligations under those documents in full by the due date and otherwise in
      accordance with their terms.

47.2  Security Trustee's reliance on Manager, Note Trustee or Servicer

      (a)   (Authorised Signatories are sufficient evidence) Whenever any
            certificate, notice, proposal, direction, instruction, document or
            other communication is to be given to the Security Trustee, the
            Security Trustee may assume:


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

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

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

      (b)   (Trustee not liable for loss) The Security Trustee shall not be
            responsible for any loss arising from any forgery or lack of
            authenticity or any act, neglect, mistake or discrepancy of the
            Manager, the Note Trustee or a Servicer or any officer, employee,
            agent or delegate of the Manager, the Note Trustee or the Servicer
            in preparing any such document or in compiling, verifying or
            calculating any matter or information contained in any such
            document, if the officers of the Security Trustee responsible for
            the administration of the Trust are not actually aware of such
            forgery, lack of authenticity or validity, act, neglect, mistake or
            discrepancy.

47.3  Compliance with laws

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

47.4  Reliance on experts

      The Security Trustee may rely on and act on the opinion or statement or
      certificate or advice of or information obtained from the Note Trustee,
      the Servicer, barristers or solicitors (whether instructed by the Security
      Trustee or not), bankers, accountants, brokers, valuers and other persons
      believed by it in good faith to be expert or properly informed in relation
      to the matters on which they are consulted and the Security Trustee shall
      not be liable for anything done or suffered by it in good faith in
      reliance on such opinion, statement, certificate, advice or information
      except to the extent of losses, costs, claims or damages caused by the
      Security Trustee's fraud, negligence or breach of trust.

47.5  Oversights of others

      Having regard to the limitations on the Security Trustee's duties, powers,
      authorities and discretions under this deed, the Security Trustee shall
      not be responsible for any act, omission, misconduct, mistake, oversight,
      error of judgment, forgetfulness or want of prudence on the part of any
      person or agent appointed by the Security Trustee or on whom the Security
      Trustee is entitled to rely under this deed (other than a Related Body
      Corporate), attorney, banker, receiver, barrister, solicitor, agent or
      other person acting as agent or adviser to the Security Trustee except to
      the extent of losses, costs, claims or damages caused by the Security
      Trustee's fraud, negligence or breach of trust, provided that nothing in
      this deed or any other Transaction Document imposes any obligations on the
      Security Trustee to review or supervise the performance by any other party
      of its obligations.


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47.6  Powers, authorities and discretions

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

47.7  Impossibility or impracticability

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

47.8  Legal and other proceedings

      (a)   (Indemnity for legal costs) The Security Trustee shall be
            indemnified out of the Trust for all legal costs and disbursements
            on a full indemnity basis and all other costs, disbursements,
            outgoings and expenses incurred by the Security Trustee in
            connection with:

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

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

            (iii) obtaining legal advice or opinions concerning or relating to
                  the interpretation or construction of,

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

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

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

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


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47.9  No liability except for negligence etc.

      Except to the extent caused by the fraud, negligence or breach of trust on
      the Security Trustee's part or on the part of any of its officers or
      employees, or any agents or delegate, sub-agent, sub-delegate employed by
      the Security Trustee in accordance with this deed (and where this deed
      provides that the Security Trustee is liable for the acts or omissions of
      any such person) to carry out any transactions contemplated by this deed,
      the Security Trustee shall not be liable personally for any losses, costs,
      liabilities or claims arising from the failure to pay moneys on the due
      date for payment to any Mortgagee or any other person or for any loss
      howsoever caused in respect of any of the Trust or to any Mortgagee or
      other person.

47.10 Further limitations on Security Trustee's liability

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

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

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

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

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

            (iii) an Obligor,

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

      (c)   for any Manager's Default, Servicer Transfer Event or Title
            Perfection Event;

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

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


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

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

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

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

      (j)   for any losses, costs, liabilities or expenses caused by the
            Security Trustee's failure to check any calculation, information,
            document, form or list supplied or purported to be supplied to it by
            the Manager, the Note Trustee or the Servicer,

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

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

47.11 Conflicts

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

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

47.12 Information

      Except for notices and other documents and information (if any) expressed
      to be required to be furnished to any person by the Security Trustee under
      this deed or any other Transaction Document, the Security Trustee shall
      not have any duty or responsibility to provide any person (including any


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Security Trust Deed                                       Allens Arthur Robinson
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      Mortgagee) with any credit or other information concerning the affairs,
      financial condition or business of the Trust.

47.13 Investigation by Security Trustee

      Each Mortgagee acknowledges that:

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

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

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

48.   Privacy
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

Executed as a deed in Sydney.


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Security Trust Deed                                       Allens Arthur Robinson
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Each attorney executing this deed thereby states that he has no notice of
alteration to, or revocation or suspension of, his power of attorney.

CHARGOR

Signed Sealed and Delivered             )
for                                     )
Perpetual Trustees Consolidated Limited )
by its attorney under power of attorney )
in the presence of:                     )
                                        )
                                            ------------------------------------
                                            Signature

-----------------------------------------   ------------------------------------
Witness Signature                           Print name

-----------------------------------------
Print name

SECURITY TRUSTEE

Signed Sealed and Delivered             )
for                                     )
P.T. Limited                            )
by its attorney under power of attorney )
in the presence of:                     )
                                        )
                                            ------------------------------------
                                            Attorney Signature

-----------------------------------------   ------------------------------------
Witness Signature                           Print name

-----------------------------------------
Print name


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Security Trust Deed                                       Allens Arthur Robinson
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MANAGER

Signed Sealed and Delivered             )
for                                     )
Crusade Management Limited              )
by its attorney power of attorney       )
in the presence of:                     )
                                        )
                                            ------------------------------------
                                            Attorney Signature

-----------------------------------------   ------------------------------------
Witness Signature                           Print name

-----------------------------------------
Print name


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