Security Trust Deed

                                         Perpetual Trustees Consolidated Limited
                                                                       (Chargor)

                                                                    P.T. Limited
                                                              (Security Trustee)

                                                      Crusade Management Limited
                                                                       (Manager)

                                                            The Bank of New York
                                                                  (Note Trustee)

                                              Crusade Global Trust No. 1 of 2005

                                                          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 2005



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TABLE OF CONTENTS

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
      1.11    Conflicts                                                        6

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

3.    CHARGE                                                                   7
      3.1     Charge                                                           7
      3.2     Security                                                         8
      3.3     Prospective liability                                            8

4.    NATURE OF CHARGE                                                         8
      4.1     Priority                                                         8
      4.2     Nature of Charge                                                 8
      4.3     Dealing with Mortgaged Property                                  8
      4.4     Crystallisation                                                  9
      4.5     De-crystallisation                                              10

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

6.    FURTHER ASSURANCES                                                      12
      6.1     Further assurances                                              12

7.    NOTE TRUSTEE                                                            12
      7.1     Capacity                                                        12
      7.2     Exercise of rights                                              12
      7.3     Instructions or directions                                      13
      7.4     Payments                                                        13
      7.5     Notices                                                         13

8.    EVENTS OF DEFAULT                                                       13
      8.1     Events of Default                                               13



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      8.2     Rights of the Security Trustee upon Event of Default            14
      8.3     Notify Events of Default                                        15

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

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

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

12.   POWER OF ATTORNEY                                                       22

13.   COMPLETION OF BLANK SECURITIES                                          23

14.   PERFORMANCE OF CHARGOR'S OBLIGATIONS                                    23

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

16.   APPLICATION OF MONEYS RECEIVED                                          23
      16.1    Priorities                                                      23
      16.2    Moneys actually received                                        24
      16.3    Amounts contingently due                                        24
      16.4    Notice of subsequent Security Interests                         24
      16.5    Satisfaction of debts                                           24
      16.6    Payments into US$ Account                                       25
      16.7    Payments out of US$ Account                                     25
      16.8    Payments into Euro Account                                      25
      16.9    Payments out of Euro Account                                    25
      16.10   Excluded amounts                                                25
      16.11   Proportionate Sharing                                           26

17.   OTHER SECURITY INTERESTS OVER MORTGAGED PROPERTY                        26

18.   PROTECTION OF MORTGAGEES, RECEIVER AND ATTORNEY                         27



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19.   PROTECTION OF THIRD PARTIES                                             27
      19.1    No enquiry                                                      27
      19.2    Receipt                                                         28

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

21.   CURRENCY INDEMNITY                                                      29

22.   STAMP DUTIES                                                            29

23.   INTEREST ON OVERDUE AMOUNTS                                             29
      23.1    Accrual                                                         29
      23.2    Payment                                                         30
      23.3    Rate                                                            30

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

25.   SURVIVAL OF REPRESENTATIONS                                             30

26.   INDEMNITY AND REIMBURSEMENT OBLIGATIONS                                 30

27.   CONTINUING SECURITY                                                     30

28.   OTHER SECURITIES                                                        31

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

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

31.   CHARGOR'S LIABILITY                                                     33
      31.1    Limitation of liability                                         33
      31.2    Rights against Mortgaged Property preserved                     34
      31.3    Obligation Express                                              34
      31.4    Advice from Professional Advisers                               34
      31.5    Unrestricted Remedies                                           34
      31.6    Restricted Remedies                                             35

32.   WAIVERS, REMEDIES CUMULATIVE                                            35

33.   CONSENTS AND OPINION                                                    35

34.   SEVERABILITY OF PROVISIONS                                              35

35.   MORATORIUM LEGISLATION                                                  36

36.   ASSIGNMENTS                                                             36

37.   NOTICES                                                                 36

38.   RELATIONSHIP OF MORTGAGEES TO SECURITY TRUSTEE                          37



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

39.   RETIREMENT AND REMOVAL OF SECURITY TRUSTEE                              42
      39.1    Retirement                                                      42
      39.2    Removal                                                         42
      39.3    Replacement                                                     43
      39.4    Rating Agencies Approval                                        43

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

41.   AUTHORISED SIGNATORIES                                                  51

42.   GOVERNING LAW AND JURISDICTION                                          51

43.   COUNTERPARTS                                                            51

44.   SET-OFF                                                                 51

45.   ACKNOWLEDGEMENT BY CHARGOR                                              51

46.   INFORMATION MEMORANDUM                                                  51

47.   SECURITY TRUSTEE'S LIMITED LIABILITY                                    52



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      47.1    Reliance on certificate                                         52
      47.2    Security Trustee's reliance on Manager,
                 Note Trustee or Servicer                                     52
      47.3    Compliance with laws                                            53
      47.4    Reliance on experts                                             53
      47.5    Oversights of others                                            53
      47.6    Powers, authorities and discretions                             53
      47.7    Impossibility or impracticability                               53
      47.8    Legal and other proceedings                                     54
      47.9    No liability except for negligence etc                          54
      47.10   Further limitations on Security Trustee's liability             55
      47.11   Conflicts                                                       56
      47.12   Information                                                     56
      47.13   Investigation by Security Trustee                               56

48.   PRIVACY                                                                 57



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DATE                                  2005

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 2005 (the CHARGOR);

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

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

     4.   THE BANK OF NEW YORK of 101 Barclay Street, Floor 21 West, New York,
          New York 10286, United States of America (the NOTE TRUSTEE).

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 as Mortgagee and as trustee
          for each other Mortgagee.

     D    The Note Trustee enters into this deed for itself and as trustee for
          and on behalf of each Offshore Noteholder.

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IT IS AGREED as follows.

1.   DEFINITIONS AND INTERPRETATION
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1.1  DEFINITIONS

     The following definitions apply unless the context requires otherwise.

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

     CHARGE means the charge created by this deed.



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

     CHARGOR'S INDEMNITY means:

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

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

     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.

     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 an Offshore Noteholder, the Note Trustee (as its
          representative or any other person appointed as a proxy for the
          Noteholders in accordance with this deed);

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

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

     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 as the Crusade Global Trust No. 1 of 2005
     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, the US$ Account and the Euro Account.

     TRUST DOCUMENT means each of:

     (a)  this deed;

     (b)  the Master Trust Deed;

     (c)  the Supplementary Terms Notice;

     (d)  the Notice of Creation of Trust;

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

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

     (g)  each Note;

     (h)  each Support Facility for the Trust;

     (i)  the Agency Agreement;

     (j)  the Note Trust Deed; or

     (k)  the Subscription Agreements.

     VESTING DATE means the day preceding the earliest of:

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

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

     (c)  the day after the Charge Release Date.

     VOTING MORTGAGEE has the meaning given in the Supplementary Terms 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, 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.



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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 9.4(d) and 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.

1.11 CONFLICTS

     (a)  Subject to this deed, if there is at any time, with respect to
          enforcement, a conflict between a duty owed by the Security Trustee to
          any Mortgagee or class of Mortgagees, and a duty owed by it to another
          Mortgagee or class of Mortgagees, the Security Trustee must give
          priority to the interests of the Noteholders (which, in the case of
          Offshore Noteholders shall be advised by the Note Trustee acting on
          their behalf and direction as determined in accordance with the terms
          of the Note Trust Deed including, without limitation, clauses 7.1 and
          37 (and at all times in accordance with the requirements of the TIA)),
          as provided in this deed and in the Note Trust Deed.

     (b)  Subject to the provisions of this deed (other than paragraph (a)
          above), the Security Trustee must give:

          (i)  priority to the interests only of the Class A Noteholders if, in
               the Security Trustee's opinion (in relation to which in
               determining the interests of the Offshore Noteholders, the
               Security Trustee may rely on the instructions of the Note Trustee
               determined in accordance with the terms of the Note Trust Deed
               including, without limitation, clauses 7.1 and 37 (and at all
               times in accordance with the requirements of the TIA)) there is a
               conflict between the interests of the Class A



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               Noteholders and the interests of the Class B Noteholders, the
               Class C Noteholders or the other Mortgagees;

          (ii) priority to the interests only of the Class B Noteholders if, in
               the Security Trustee's opinion (in relation to which in
               determining the interests of the Class B Noteholders, the
               Security Trustee may rely on the instructions given in a
               resolution passed in a meeting held in accordance with clause 40
               of this deed) there is a conflict between the interests of the
               Class B Noteholders and the interests of the Class C Noteholders,
               or the other Mortgagees.

     Provided that the Security Trustee acts in accordance with clause 40 of the
     Security Trust Deed and in good faith, it shall not incur any liability to
     any Mortgagee for giving effect to paragraphs (a) or (b) above.

2.   APPOINTMENT OF SECURITY TRUSTEE
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2.1  THE SECURITY TRUSTEE

     The Security Trustee:

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

     (b)  acknowledges and declares that it:

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

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

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

2.2  DURATION OF TRUST

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

2.3  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
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3.1  CHARGE

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



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     (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, Victoria or the Northern
          Territory and other than any money establishing the Trust which is
          situated in New South Wales.

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
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4.1  PRIORITY

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

4.2  NATURE OF CHARGE

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

4.3  DEALING WITH MORTGAGED PROPERTY

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

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

          (ii) in any other way:

               (A)  dispose of;

               (B)  create or allow any interest in; or

               (C)  part with possession of,



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               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 1997 (Cth);

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

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

               (D)  any similar legislation,

               which will affect that asset; or

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

     (b)  in respect of all the Mortgaged Property:

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

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



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

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

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

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

5.2  NEGATIVE COVENANTS

     The Chargor shall not do, nor shall the Manager direct or cause the Chargor
     to do, any of the following without the prior written consent of the
     Security Trustee (and, subject to clause 40.17(d), the Noteholder
     Mortgagees) and without prior written confirmation from the Designated
     Rating Agency of the then current rating for each Class of 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;



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          (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 lawful 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 (other than the Chargor's indemnity from the
          Assets of the Trust).

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

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

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

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



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

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

     the Chargor shall do it immediately, subject to any liability it incurs
     other than from its own negligence, fraud or 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 enters into this deed for itself and as trustee for and on
     behalf of the Offshore Noteholders from time to time under and subject to
     the terms of the Note Trust Deed. Notwithstanding any other provision of
     this deed, the Note Trustee has no rights, obligations or liabilities under
     this deed until the Note Trust Deed has been duly executed by all parties
     to it.

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 Offshore Noteholders under
          this deed including all rights to vote or give instructions or consent
          to the Security Trustee and to enforce any



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          undertakings or warranties under this deed, may only be exercised by
          the Note Trustee on behalf of the Offshore Noteholders in accordance
          with the Note Trust Deed; and

     (b)  the Offshore 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 Offshore Noteholders
     from time to time and need not inquire whether the Note Trustee or the
     Offshore 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 an Offshore Noteholder under this deed may be
     made to the Note Trustee or a Paying Agent on behalf of that Offshore
     Noteholder and shall constitute a good discharge.

7.5  NOTICES

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

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

8.1  EVENTS OF DEFAULT

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

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

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

          (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 an Offshore 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:

               (A)  to Class A Noteholders; or

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



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     (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 in
          its capacity as trustee of the Trust.

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

     (e)  (ENFORCEMENT OF SECURITY) Any Security Interest over the 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(m), 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(m), 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.

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 of the Voting Mortgagees:

     (a)  declare the Charge immediately enforceable;

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



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     (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 Note Trustee,
     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 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



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          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 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 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,



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               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,
     and subject to clauses 9.4(d) and 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 clause 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 the
          Note Trustee and 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 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.



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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.



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     (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 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.



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

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



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16.2 MONEYS ACTUALLY RECEIVED

     In applying any moneys towards satisfaction of the Secured Moneys, the
     Chargor will be credited only with the money available for that purpose
     which is actually received by the relevant Mortgagee or, where the
     Mortgagee is an Offshore 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 an Offshore
          Noteholder) to the Note Trustee, the amount which becomes actually due
          to it; and

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

16.4 NOTICE OF SUBSEQUENT SECURITY INTERESTS

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

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

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

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

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

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

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

16.5 SATISFACTION OF DEBTS

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



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16.6 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 Class A-1 Currency Swap into the US$ Account.

     (b)  If the Chargor receives any amount denominated in US$ from the
          Currency Swap Provider under the Class A-1 Currency Swap it will
          promptly pay that amount to the credit of the US$ Account.

16.7 PAYMENTS OUT OF US$ ACCOUNT

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

16.8 PAYMENTS INTO EURO ACCOUNT

     (a)  The Chargor shall direct the Currency Swap Provider to pay all amounts
          denominated into Euros payable to the Chargor by the Currency Swap
          Provider under the Class A-2 Currency Swap into the Euro Account.

     (b)  If the Chargor receives any amount denominated in Euros from the
          Currency Swap Provider under the Class A-2 Currency Swap it will
          promptly pay that amount to the credit of the Euro Account.

16.9 PAYMENTS OUT OF EURO ACCOUNT

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

16.10 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.



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16.11 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 16.10 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

               (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



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          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.

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

19.1 NO ENQUIRY

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

     (a)  is bound to enquire:

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

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

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

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

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

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

     In this clause a DEALING is:

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

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

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



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19.2 RECEIPT

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

20.  EXPENSES, INDEMNITY
--------------------------------------------------------------------------------

20.1 EXPENSES

     In accordance with the Supplementary Terms Notice and this deed, the
     Chargor shall reimburse each Mortgagee or (where the Mortgagee is an
     Offshore 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

     (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.

     The indemnities in this clause are obligations of the Chargor (solely in
     its capacity as trustee of the Trust) separate and independent from its
     obligations under the Notes and apply irrespective of any time or
     indulgence granted by the Mortgagees from time to time and shall continue
     in full force and effect despite the judgment or filing of any proof or
     proofs in any bankruptcy, insolvency or liquidation of the Chargor for a
     liquidated sum or sums in respect of amounts due under this deed



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     (other than this clause) or the Notes. Any deficiency will constitute a
     loss suffered by the Mortgagees and no proof or evidence of any actual loss
     shall be required by the Chargor or its liquidator.

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 Offshore Noteholders) by any bank or
          financial institution other than interest withholding tax.

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

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

23.1 ACCRUAL

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

     (a)  on a daily basis up to (but excluding) 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.



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23.2 PAYMENT

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

23.3 RATE

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

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

     (b)  the sum of 2% and the 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; and

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

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.



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

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

     (a)  any other Security Interest; or

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

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

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

29.1 RELEASE

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

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

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

     (c)  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.

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:

     (a)  none of the Secured Moneys in respect of the Trust are contingently or
          prospectively owing; or

     (b)  the Security Trustee has contingent or prospective liabilities in
          respect of the Trust or otherwise in connection with this deed but
          there is no 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



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     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
     reasonable prior notice to each Designated Rating Agency, and with the
     written approval of the Manager and (subject to clause 40.17(d)) the
     Noteholder Mortgagees, by way of supplemental deed alter, add to or modify
     this deed (including this clause 30) so long as such alteration, addition
     or modification is:

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

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

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

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

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.



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

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

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

          (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



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               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 31.1 limits the obligations expressly
               imposed on the Chargor under the Transaction Documents.

31.2 RIGHTS AGAINST MORTGAGED PROPERTY PRESERVED

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

31.3 OBLIGATION EXPRESS

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

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

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

31.4 ADVICE FROM PROFESSIONAL ADVISERS

     Neither the Security Trustee nor the Chargor will be regarded as negligent
     or in breach of trust to the extent to which the Security Trustee or the
     Chargor (as the case may be) accepts and relies on an 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.

31.5 UNRESTRICTED REMEDIES

     Nothing in clause 31.1(b) or 31.6 limits a Voting Mortgagee in:

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

     (b)  obtaining declaratory relief; or

     (c)  any right of enforcement against the Assets of the Trust for payment
          of the liabilities secured by this deed, under and in accordance with
          this deed.



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31.6 RESTRICTED REMEDIES

     Except in the event of fraud, negligence or breach of trust by the Chargor
     (but subject to clauses 31.1(b) and 31.5), a Mortgagee shall not:

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

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

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

     (d)  (EXECUTION) levy or enforce any distress or other execution to, on, or
          against any assets of the Chargor (other than the Trust Assets);

     (e)  (COURT APPOINTED RECEIVED) apply for the appointment by a court of a
          receiver to any of the assets of the Chargor (other than the Trust
          Assets);

     (f)  (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any set-off or
          counterclaim against the Chargor (other than in respect of the Trust
          Assets); or

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

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

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):



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

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

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

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

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

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

     (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



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

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

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

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

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 Note Trustee and 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



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          informed in relation to its powers and obligations. Before obtaining
          such advice or information (unless the advice or information relates
          to the Manager) before the occurrence of an Event of Default, the
          Security Trustee shall first inform the Manager of the need for the
          advice or information and obtain the approval of the Manager, which
          approval shall not be unreasonably withheld or delayed.

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

38.4 RELIANCE ON DOCUMENTS AND EXPERTS

     The Security Trustee may rely on:

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

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

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 31, 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



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          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 clause for any of the above to
          the extent that they arise from the Security Trustee's fraud,
          negligence or breach of trust.

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

          (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



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               deed has authority to act on behalf of the Security Trustee in a
               way which exposes the Security Trustee to any personal liability
               and no act or omission of any such person will be considered
               fraud, negligence or breach of trust of the Security Trustee for
               the purpose of paragraph (c)(iii) above.

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

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

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

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

          (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.

     (d)  If the Security Trustee becomes aware of any matter in respect of
          which it wishes to claim for indemnification under this clause 38.8,
          the Security Trustee shall promptly notify the Chargor in writing of
          the substance of that matter.

38.9 INDEPENDENT INVESTIGATION

     Each Mortgagee (other than the Note Trustee) 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.

     Unless otherwise provided in the Transaction Documents, the Note Trustee
     confirms that it has not relied upon the Security Trustee, the Chargor or
     any other Mortgagee in relation to:

     (c)  investigations into the Trust, the Notes or any other Mortgagee; and

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



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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 Offshore
          Noteholder,

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

38.12 CONFLICTS

     (a)  Subject to clause 1.11, 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 nor will it 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



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          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 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;

          (iv) there is a change in the 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.



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39.3 REPLACEMENT

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

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

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

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

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

39.4 RATING AGENCIES APPROVAL

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

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



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               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 Offshore 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
               Offshore 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 Offshore Noteholders called in accordance
                    with sub-paragraph (ii) is adjourned more than once; and

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

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

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 Offshore 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:



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

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

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

40.4 CHAIRMAN

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

40.5 QUORUM

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

40.6 ADJOURNMENT

     (a)  (QUORUM NOT PRESENT) If within 15 minutes from the time appointed for
          any such meeting a quorum is not present the meeting shall, if
          convened on the requisition of the Voting Mortgagees be dissolved. In
          any other case it shall stand adjourned (unless the Security 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



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          notice shall state the quorum required at such adjourned meeting. It
          shall not, however, otherwise be necessary to give any notice of an
          adjourned meeting.

40.7 VOTING PROCEDURE

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

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

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

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

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

          (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 the votes of each Offshore Noteholder who has
               directed the Note Trustee to vote on its behalf under the Note
               Trust Deed; and

          (ii) on a poll, every person who is present shall have one vote for
               each US$10,000 (in the case of the Class A-1 Noteholders), the
               Euro equivalent of US$10,000 calculated at the spot exchange rate
               for purchasing US$ with Euros on that day (in the case of the
               Class A-2 Noteholders) or the A$ Equivalent of US$10,000 (in the
               case of the A$ Noteholders) but not part thereof, of the Secured
               Moneys that he holds or in respect of which he is a
               Representative. Any person entitled to more than one vote need
               not use or cast all of the votes to which he is entitled in the
               same way.

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



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

40.8 RIGHT TO ATTEND AND SPEAK

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

40.9 APPOINTMENT OF PROXIES

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

     (b)  (PROXY REMAINS VALID) Any vote given in accordance with the terms of
          an appointment of proxy set out in clause 40.9(a) shall be valid
          notwithstanding the previous revocation or amendment of the
          appointment of proxy or of any of the Voting Mortgagee's instructions
          pursuant to which it was executed, provided that no intimation in
          writing of such revocation 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



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     Trustee of the due execution of the authority) to act at any time before
     the time appointed for the holding of or at the meeting or adjourned
     meeting or for the taking of a poll at which he proposes to vote.

40.11 RIGHTS OF REPRESENTATIVES

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

40.12 EXTRAORDINARY RESOLUTIONS

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

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

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

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

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

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

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

          (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;



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

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

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

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

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

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

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

          without the consent of that Mortgagee.

40.13 EXTRAORDINARY RESOLUTION BINDING ON MORTGAGEES

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

40.14 MINUTES AND RECORDS

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

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.



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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 Mortgagees;
               and

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



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

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

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

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

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

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

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

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

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

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

     The Chargor confirms that:

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



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     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:

          (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.



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47.3 COMPLIANCE WITH LAWS

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

47.4 RELIANCE ON EXPERTS

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

47.5 OVERSIGHTS OF OTHERS

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

47.6 POWERS, AUTHORITIES AND DISCRETIONS

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

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.



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47.8 LEGAL AND OTHER PROCEEDINGS

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

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

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

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

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

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

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

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

47.9 NO LIABILITY EXCEPT FOR NEGLIGENCE ETC

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



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47.10 FURTHER LIMITATIONS ON SECURITY TRUSTEE'S LIABILITY

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

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

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

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

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

          (iii) an Obligor,

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

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

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

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

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

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

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



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

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

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

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

47.11 CONFLICTS

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

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

47.12 INFORMATION

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

47.13 INVESTIGATION BY SECURITY TRUSTEE

     Each Mortgagee acknowledges that:

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



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

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

48.  PRIVACY
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

EXECUTED as a deed.

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



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CHARGOR

SIGNED SEALED and DELIVERED               )
for                                       )
PERPETUAL TRUSTEES CONSOLIDATED LIMITED   )
by its attorney under power of attorney   )
in the presence of:                       )
                                          )
                                              ----------------------------------
                                              Signature


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Witness Signature                             Print name


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SECURITY TRUSTEE

SIGNED SEALED and DELIVERED               )
for                                       )
P.T. LIMITED                              )
by its attorney under power of attorney   )
in the presence of:                       )
                                          )
                                              ----------------------------------
                                              Attorney Signature


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Witness Signature                             Print name

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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


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Witness Signature                       Print name

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NOTE TRUSTEE

SIGNED FOR AND ON BEHALF OF
THE BANK OF NEW YORK BY:


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Authorised Signatory

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