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                                                              [CLAYTON UTZ LOGO]
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P.T. LIMITED
ABN 67 004 454 666
Security Trustee

THE BANK OF NEW YORK, NEW YORK BRANCH
US Dollar Note Trustee

SECURITISATION ADVISORY SERVICES PTY. LIMITED
ABN 88 064 133 946
Manager

PERPETUAL TRUSTEE COMPANY LIMITED
ABN 42 000 001 007
Trustee







MEDALLION TRUST SERIES 2003-1G
SECURITY TRUST DEED



                               [CLAYTON UTZ LOGO]
                                     LAWYERS
          Levels 22-35 No. 1 O'Connell Street Sydney NSW 2000 Australia
                   PO Box H3 Australia Square Sydney NSW 1215
                               www.claytonutz.com
                    Tel + 61 2 9353 4000 Fax + 61 2 8220 6700
                OUR REF - 801/784/21723929 CONTACT - BEN SANDSTAD

            SYDNEY o MELBOURNE o BRISBANE o PERTH o CANBERRA o DARWIN

   Liability limited by the Solicitors Scheme approved under the Professional
                            Standards Act 1994 (NSW)





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TABLE OF CONTENTS
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<S>         <C>                                                                                                 <C>
1...........DEFINITIONS AND INTERPRETATION........................................................................1

            1.1         Definitions...............................................................................1
            1.2         Series Supplement and Master Trust Deed Definitions.......................................7
            1.3         Interpretation............................................................................7
            1.4         Incorporation of Annexure.................................................................9
            1.5         Trustee's capacity........................................................................9
            1.6         Determination of Outstanding Hedge Money.................................................10
            1.7         Amounts Outstanding......................................................................10
            1.8         Benefit of Covenants under this Deed.....................................................10
            1.9         Obligations Several......................................................................10
            1.10        Incorporated Definitions and other Provisions............................................10
            1.11        Class A-2 Notes May Not Be Issued........................................................10

2...........THE SECURITY TRUST...................................................................................11

            2.1         Appointment of Security Trustee..........................................................11
            2.2         Declaration of Security Trust............................................................11
            2.3         Duration of Security Trust...............................................................11
            2.4         Benefit of Security Trust................................................................11
            2.5         Interested Persons Bound.................................................................11
            2.6         Nature of Rights of Secured Creditors....................................................11
            2.7         Shared Securities........................................................................11

3...........PAYMENT OF SECURED MONEYS............................................................................11

            3.1         Covenant in Favour of Security Trustee...................................................11
            3.2         Payments to Secured Creditors............................................................12

4...........CHARGE...............................................................................................12

            4.1         The Charge...............................................................................12
            4.2         Floating Charge..........................................................................12
            4.3         Ranking of Charge........................................................................12
            4.4         Crystallisation of Floating Charge.......................................................12
            4.5         Consent to Dealings......................................................................12
            4.6         Re-Conversion from Fixed into Floating Charge............................................12
            4.7         Replacement of fixed charge over Charged Property........................................13
            4.8         Subsequent dealing.......................................................................13
            4.9         Limit and Prospective Liability Amount...................................................13

5...........REPRESENTATIONS AND WARRANTIES.......................................................................13

            5.1         By the Trustee...........................................................................13
            5.2         By the Manager...........................................................................15
            5.3         By the Security Trustee..................................................................15

6...........TRUSTEE'S AND MANAGER'S COVENANTS....................................................................16

            6.1         Covenants in respect of Charged Property.................................................16
            6.2         General Covenants........................................................................17
            6.3         Dealing in Accordance with Master Trust Deed, the Series Supplement etc..................18
            6.4         Manager's Undertaking....................................................................18

7...........EVENTS OF DEFAULT....................................................................................18


8...........RIGHTS AND OBLIGATIONS OF THE SECURITY TRUSTEE FOLLOWING EVENT OF DEFAULT............................19

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            8.1         Notify Voting Secured Creditors and Convene Meeting of Voting Secured Creditors..........19
            8.2         Extraordinary Resolutions................................................................20
            8.3         Security Trustee to Act in Accordance with Directions....................................20
            8.4         Security Trustee Must Receive Indemnity..................................................21
            8.5         Notice to Trustee........................................................................21
            8.6         Manager convenes meeting.................................................................21
            8.7         Notice of Event of Default...............................................................21
            8.8         Notice of action to remedy Event of Default..............................................22

9...........ENFORCEMENT..........................................................................................22

            9.1         Power to Deal with and Protection of the Charged Property................................22
            9.2         Restrictions on Power to Enforce.........................................................22
            9.3         No Obligation to Enforce.................................................................22
            9.4         Limitation on Rights of Secured Creditors................................................22
            9.5         Immaterial Waivers.......................................................................23
            9.6         Acceleration of Secured Moneys following Event of Default................................23

10..........RECEIVERS - APPOINTMENT AND POWERS...................................................................23

            10.1        Appointment of Receiver..................................................................23
            10.2        Joint Receivers..........................................................................24
            10.3        Remuneration of Receiver.................................................................24
            10.4        Indemnification of Receiver..............................................................24
            10.5        Appointment over part....................................................................24
            10.6        Powers of Receiver.......................................................................24
            10.7        Indemnity................................................................................27

11..........POWERS AND PROTECTIONS FOR SECURITY TRUSTEE AND RECEIVER AND POWER OF ATTORNEY.......................27

            11.1        Security Trustee has Powers of Receiver..................................................27
            11.2        Act Jointly..............................................................................27
            11.3        No Liability for Loss....................................................................27
            11.4        No Liability to Account as Mortgagee in Possession.......................................27
            11.5        No Conflict..............................................................................28
            11.6        Contract Involving Conflict of Duty......................................................28
            11.7        Power of Attorney........................................................................28
            11.8        Security Trustee May Make Good Default...................................................29
            11.9        Notice for Exercise of Powers............................................................29
            11.10       Benefit for Receiver etc.................................................................29

12..........PROTECTION OF PERSONS DEALING WITH SECURITY TRUSTEE OR RECEIVER......................................30

            12.1        No Enquiry...............................................................................30
            12.2        Receipts.................................................................................30

13..........APPLICATION OF MONEYS................................................................................30

            13.1        Priority of Payments.....................................................................30
            13.2        Moneys Received..........................................................................33
            13.3        Application of Moneys....................................................................33
            13.4        Investment of Funds......................................................................33
            13.5        Conversion into A$ of Class A-1 Notes denominated in US$.................................33
            13.6        Application of Class A-1 Currency Swap Termination Proceeds..............................34
            13.7        Satisfaction of Debts....................................................................34

14..........SUPPLEMENTAL SECURITY TRUSTEE PROVISIONS.............................................................34

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            14.1        Limitations on Powers and Duties of Security Trustee.....................................34
            14.2        Limitation on Security Trustee's Actions.................................................35
            14.3        Additional Powers, Protections, etc......................................................35
            14.4        Limitation of Liability..................................................................39
            14.5        Dealings with Trust......................................................................39
            14.6        Discretion of Security Trustee as to Exercise of Powers..................................40
            14.7        Delegation of Duties of Security Trustee.................................................40
            14.8        Related Body Corporate of the Security Trustee...........................................41

15..........DUTIES OF THE SECURITY TRUSTEE.......................................................................41

            15.1        Duties of the Security Trustee limited to duties in this Deed............................41
            15.2        Security Trustee's Further Duties........................................................41
            15.3        Trustee Liable for Negligence etc........................................................41
            15.4        No Liability for Transaction Documents...................................................41
            15.5        Resolution of Conflicts..................................................................42

16..........INDEMNITY BY TRUSTEE.................................................................................42

            16.1        Indemnity................................................................................42
            16.2        Extent of Security Trustee's Indemnity...................................................42
            16.3        Costs of experts.........................................................................43
            16.4        Non-Discharge............................................................................43
            16.5        Retention of Lien........................................................................43

17..........MEETINGS OF VOTING SECURED CREDITORS.................................................................44

            17.1        Meetings Regulated by the Annexure.......................................................44
            17.2        Limitation on Security Trustee's Powers..................................................44

18..........CONTINUING SECURITY AND RELEASES.....................................................................44

            18.1        Liability Preserved......................................................................44
            18.2        Trustee's Liability Not Affected.........................................................44
            18.3        Waiver by Trustee........................................................................44

19..........REMUNERATION AND RETIREMENT OF SECURITY TRUSTEE......................................................45

            19.1        Remuneration.............................................................................45
            19.2        Retirement of Security Trustee...........................................................45
            19.3        Removal by Manager.......................................................................45
            19.4        Security Trustee May Retire..............................................................46
            19.5        Retirement of Trustee under Master Trust Deed............................................46
            19.6        Appointment of Substitute Security Trustee by Voting Secured Creditors...................46
            19.7        Release of Security Trustee..............................................................47
            19.8        Vesting of Security Trust Fund in Substitute Security Trustee............................47
            19.9        Substitute Security Trustee to Execute Deed..............................................47
            19.10       Rating Agencies Advised..................................................................47

20..........ASSURANCE............................................................................................47

            20.1        Further Assurance........................................................................47
            20.2        Postponement or Waiver of Security Interests.............................................48
            20.3        Registration of Charge...................................................................48
            20.4        Caveats..................................................................................48

21..........PAYMENTS.............................................................................................48

            21.1        Moneys Repayable as Agreed or on Demand..................................................48
            21.2        No Set-Off or Deduction..................................................................49

22..........DISCHARGE OF THE CHARGE..............................................................................49

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            22.1        Release..................................................................................49
            22.2        Contingent Liabilities...................................................................49
            22.3        Charge Reinstated........................................................................49

23..........US DOLLAR NOTE TRUSTEE...............................................................................50

            23.1        Capacity.................................................................................50
            23.2        Exercise of rights.......................................................................50
            23.3        Instructions or directions...............................................................50
            23.4        Payments.................................................................................50
            23.5        Notices..................................................................................50
            23.6        Limitation of US Dollar Note Trustee's Liability.........................................50

24..........AMENDMENT............................................................................................51

            24.1        Amendment by Security Trustee............................................................51
            24.2        Consent required Generally...............................................................51
            24.3        Consent to Payment Modification in relation to Class A-1 Notes...........................51
            24.4        No Rating Agency Downgrade...............................................................52
            24.5        Distribution of Amendments...............................................................52

25..........EXPENSES AND STAMP DUTIES............................................................................52

            25.1        Expenses.................................................................................52
            25.2        Stamp Duties.............................................................................52
            25.3        Goods and Services Tax...................................................................53

26..........GOVERNING LAW AND JURISDICTION.......................................................................53

            26.1        Governing Law............................................................................53
            26.2        Jurisdiction.............................................................................53

27..........NOTICES..............................................................................................53

            27.1        Method of Delivery.......................................................................53
            27.2        Deemed Receipt...........................................................................54

28..........TRUSTEE'S LIMITED LIABILITY..........................................................................54

            28.1        Limitation on Trustee's Liability........................................................54
            28.2        Claims against Trustee...................................................................54
            28.3        Breach of Trustee........................................................................54
            28.4        Acts or omissions........................................................................55
            28.5        No Authority.............................................................................55
            28.6        No Obligation............................................................................55

29..........MISCELLANEOUS........................................................................................55

            29.1        Assignment by Trustee....................................................................55
            29.2        Assignment by Manager....................................................................55
            29.3        Assignment by Security Trustee...........................................................55
            29.4        Assignment by US Dollar Note Trustee.....................................................56
            29.5        Certificate of Security Trustee..........................................................56
            29.6        Continuing Obligation....................................................................56
            29.7        Settlement Conditional...................................................................56
            29.8        No Merger................................................................................56
            29.9        Interest on Judgment.....................................................................56
            29.10       No Postponement..........................................................................56
            29.11       Severability of Provisions...............................................................57
            29.12       Remedies Cumulative......................................................................57
            29.13       Waiver...................................................................................57

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            29.14       Consents and Approvals...................................................................57
            29.15       Written Waiver, Consent and Approval.....................................................57
            29.16       Time of Essence..........................................................................57
            29.17       Moratorium Legislation...................................................................57
            29.18       Debit Accounts...........................................................................58
            29.19       Set-Off..................................................................................58
            29.20       Binding on Each Signatory................................................................58
            29.21       Counterparts.............................................................................58
            29.22       Privacy..................................................................................58

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SECURITY TRUST DEED MADE AT  SYDNEY ON 5 MARCH 2003

PARTIES        P.T. LIMITED, ABN 67 004 454 666, a company incorporated in
               Australia and registered in the State of Victoria and having an
               office at Level 7, 9 Castlereagh Street, Sydney, NSW 2000
               Australia (hereinafter included in the expression the "SECURITY
               TRUSTEE")

               THE BANK OF NEW YORK, NEW YORK BRANCH a New York banking
               corporation acting through its New York branch at 101 Barclay
               Street, 21W, New York 10286 (hereinafter included by
               incorporation in the expression the "US DOLLAR NOTE TRUSTEE")

               SECURITISATION ADVISORY SERVICES PTY. LIMITED, ABN 88 064 133
               946, a company incorporated in Australia and registered in the
               Australian Capital Territory and having an office at Level 6, 48
               Martin Place, Sydney, NSW 2000 Australia ("MANAGER")

               PERPETUAL TRUSTEE COMPANY LIMITED, ABN 42 000 001 007, a company
               incorporated in Australia and registered in the State of New
               South Wales and having an office at Level 7, 9 Castlereagh
               Street, Sydney, NSW 2000 Australia ("TRUSTEE")

RECITALS

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

B.         The Trustee is authorised to enter into this Deed to charge the
           assets of the Series Trust to secure the payment in full of the
           Secured Moneys to the Secured Creditors of the Series Trust.

C.         The US Dollar Note Trustee has been appointed as trustee under the US
           Dollar Note Trust Deed to act on behalf of the Class A-1 Noteholders.

D.         The Security Trustee has agreed to act as trustee for the benefit of
           the Secured Creditors on the terms and conditions and with the powers
           and authorities contained in this Deed.

THIS DEED PROVIDES

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1.          DEFINITIONS AND INTERPRETATION

1.1         DEFINITIONS

            In this Deed, unless the contrary intention appears:

            "AGENT" has the same meaning as in the Agency Agreement.

            "AUTHORISED OFFICER" means:

            (a)  in relation to the Security Trustee, a director or secretary of
                 the Security Trustee or an officer of the Security Trustee
                 whose title contains the word or words "manager" or "counsel"
                 or a person performing the functions of any of them;

            (b)  in relation to the US Dollar Note Trustee, an Authorised
                 Officer of the US Dollar Note Trustee for the purposes of the
                 US Dollar Note Trust Deed;

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            (c)  in relation to the Trustee, an Authorised Officer of the
                 Trustee for the purposes of the Master Trust Deed; and

            (d)  in relation to the Manager, an Authorised Officer of the
                 Manager for the purposes of the Master Trust Deed.

            "CHARGE" means the charge created by this Deed.

            "CHARGE RELEASE DATE" subject to clause 22.3 means the date the
            Security Trustee releases the Charged Property from the Charge.

            "CHARGED PROPERTY" means all the Assets of the Series Trust held by
            the Trustee from time to time as trustee of the Series Trust and the
            benefit of all covenants, agreements, undertakings, representations,
            warranties and other choses in action in favour of the Trustee under
            the Transaction Documents, but does not, at the time of the
            execution and delivery of this Deed, include any of the foregoing
            situated outside the State of New South Wales.

            "CLASS A-1 CURRENCY SWAP TERMINATION PROCEEDS" means the US dollars
            proceeds (if any) received from the Currency Swap Provider under the
            Class A-1 Currency Swap as a result of the occurrence (if any) of an
            "Early Termination Date" thereunder, and includes any interest
            earned and credited thereon whilst such proceeds are invested in the
            US dollar interest bearing account referred to in clause 13.6.

            "CLASS B BASIC TERM MODIFICATION" means an alteration, addition or
            amendment to this Deed or to the terms and conditions of the
            Securities which has the effect of:

            (a)  reducing, cancelling, postponing the date of payment, modifying
                 the method for the calculation or altering the order of
                 priority under this Deed, of any amount payable in respect of
                 any principal or interest in respect of the Class B Notes;

            (b)  altering the currency in which payments under the Class B Notes
                 are to be made;

            (c)  altering the majority required to pass an Extraordinary
                 Resolution under this Deed; or

            (d)  sanctioning any scheme or proposal for the exchange or sale of
                 the Class B Notes for or the conversion of the Class B Notes
                 into or the cancellation of the Class B Notes in consideration
                 of shares, stock, notes, bonds, debentures, debenture stock
                 and/or other obligations and/or securities of the Trustee or
                 any other company formed or to be formed, or for or into or in
                 consideration of cash, or partly for or into or in
                 consideration of such shares, stock, notes, bonds, debentures,
                 debenture stock and/or other obligations and/or securities as
                 aforesaid and partly for or in consideration of cash.

            "EVENT OF DEFAULT" has the meaning given to it in clause 7.

            "EXTRAORDINARY RESOLUTION" of the Voting Secured Creditors or a
            class of Voting Secured Creditors means:

            (a)  a resolution which is passed at a meeting of the then Voting
                 Secured Creditors or, where applicable, a class of Voting
                 Secured Creditors duly convened and held in accordance with the
                 provisions of this Deed (including the Annexure) by a majority
                 consisting of not less than 75% of the votes (determined in



                                                                               2
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                 accordance with clause 8(d)(i) of the Annexure) of the persons
                 present and voting at the meeting who are then Voting Secured
                 Creditors, or Voting Secured Creditors of that class, or
                 representing such Voting Secured Creditors or, if a poll is
                 demanded, by then Voting Secured Creditors, or Voting Secured
                 Creditors of that class, holding or representing between them
                 Voting Entitlements comprising in aggregate a number of votes
                 which is not less than 75% of the aggregate number of votes
                 comprised in the Voting Entitlements held or represented by all
                 the persons present at the meeting voting on such poll; or

            (b)  a resolution in writing in relation to all Voting Secured
                 Creditors or the class of Voting Secured Creditors pursuant to
                 clause 16 of the Annexure.

            "FOREIGN CURRENCY" means a currency other than Australian dollars.

            "INSOLVENCY EVENT" in relation to:

            (a)  the Trustee, means each of the following events:

                 (i)    an application is made to a court (which application is
                        not dismissed or stayed on appeal within 30 days) for an
                        order or an order is made that the Trustee be wound up
                        or dissolved;

                 (ii)   an application is made to a court for an order
                        appointing a liquidator, a provisional liquidator, a
                        receiver or a receiver and manager in respect of the
                        Trustee (which application is not dismissed or stayed on
                        appeal within 30 days), or one of them is appointed,
                        whether or not under an order;

                 (iii)  except on terms approved by the Security Trustee, the
                        Trustee enters into, or resolves to enter into, a scheme
                        of arrangement, deed of company arrangement or
                        composition with, or assignment for the benefit of, all
                        or any class of its creditors, or it proposes a
                        reorganisation, moratorium or other administration
                        involving any of them;

                 (iv)   the Trustee resolves to wind itself up, or otherwise
                        dissolve itself, or gives notice of intention to do so,
                        except to reconstruct or amalgamate while solvent on
                        terms approved by the Security Trustee or is otherwise
                        wound up or dissolved;

                 (v)    the Trustee is or states that it is unable to pay its
                        debts when they fall due;

                 (vi)   as a result of the operation of section 459F(1) of the
                        Corporations Act, the Trustee is taken to have failed to
                        comply with a statutory demand;

                 (vii)  the Trustee is or makes a statement from which it may be
                        reasonably deduced by the Security Trustee that the
                        Trustee is, the subject of an event described in section
                        459C(2)(b) or section 585 of the Corporations Act;

                 (viii) the Trustee takes any step to obtain protection or is
                        granted protection from its creditors, under any
                        applicable legislation or an administrator is appointed
                        to the Trustee or the board of directors of

                                                                               3
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                        the Trustee propose to appoint an administrator to the
                        Trustee or the Trustee becomes aware that a person who
                        is entitled to enforce a charge on the whole or
                        substantially the whole of the Trustee's property
                        proposes to appoint an administrator to the Trustee; and

                 (ix)   anything analogous or having a substantially similar
                        effect to any of the events specified above happens
                        under the law of any applicable jurisdiction; and

            (b)  the Security Trustee, has the same meaning as in the Master
                 Trust Deed (provided that any approval thereunder must be given
                 by the Manager rather than the Trustee as specified therein).

            "INTERESTED PERSONS" means a collective reference to the Trustee,
            the Secured Creditors, the Manager and all persons claiming through
            them and "INTERESTED PERSON" means a several reference to all
            Interested Persons.

            "MANAGER" means Securitisation Advisory Services Pty. Limited or if
            Securitisation Advisory Services Pty. Limited retires or is removed
            as manager of the Series Trust, any then Substitute Manager and
            includes the Trustee when acting as the Manager in accordance with
            the provisions of the Master Trust Deed.

            "MASTER TRUST DEED" means the Master Trust Deed dated 8 October 1997
            and made between the Trustee and the Manager, as amended from time
            to time.

            "OUTSTANDING CASH ADVANCE DEPOSIT" on a given date means the amount
            of the Cash Advance Deposit on that date together with all accrued
            but unpaid interest on the Cash Advance Deposit payable to the
            Liquidity Facility Provider pursuant to the Liquidity Facility
            Agreement.

            "OUTSTANDING INTEREST RATE SWAP PREPAYMENT AMOUNT" has the same
            meaning as in each Interest Rate Swap Agreement.

            "POTENTIAL EVENT OF DEFAULT" has the same meaning as in the US
            Dollar Note Trust Deed.

            "PRE-DEFAULT ACTION" means:

            (a)  an action which the Security Trustee is required or empowered
                 to take prior to an Event of Default under:

                 (i)    paragraphs (a)(iii), (a)(iv) and (a)(vii) of the
                        definition of "Insolvency Event" in this clause 1.1; and

                 (ii)   clauses 6.1, 6.2(c), 8.3, 8.4, 9.5, 11.5, 11.8, 14,
                        15.2, 16.1, 17.2, 19, 20.1, 20.2, 22, 24 and 29; and

            (b)  such action as the Security Trustee considers necessary to
                 cause the Trustee to comply with its obligations under clause
                 19.1.

            "PRIOR INTEREST" means the lien over, and right of indemnification
            from, the Charged Property held by the Trustee under, and calculated
            in accordance with, the Master Trust Deed for Trustee Indemnity
            Costs (other than the Secured Moneys and other than the Arranging
            Fees payable to the Manager) in relation to the Series Trust which
            are unpaid, or paid by the Trustee but not reimbursed to the Trustee
            from the Assets of the Series Trust.

                                                                               4
<PAGE>

            "RECEIVER" means a receiver appointed by the Security Trustee under
            this Deed and includes a receiver and manager and where more than
            one person has been appointed as receiver or receiver and manager
            each such person and also any servant agent or delegate of any such
            receiver or receiver and manager.

            "REPRESENTATIVE" means:

            (a)  in relation to a Voting Secured Creditor, a person appointed as
                 a proxy for that Voting Secured Creditor pursuant to clause 10
                 of the Annexure; and

            (b)  without limiting the generality of paragraph (a), in relation
                 to a Voting Secured Creditor that is a body corporate, a person
                 appointed pursuant to clause 11 of the Annexure by that Voting
                 Secured Creditor.

            "SECURED CREDITORS" means the US Dollar Note Trustee (in its
            personal capacity and as trustee of the US Dollar Note Trust), each
            Agent, each Securityholder, each Hedge Provider, the Liquidity
            Facility Provider, the Standby Redraw Facility Provider, the
            Servicer and each Seller and "SECURED CREDITOR" means each of the
            Secured Creditors.

            "SECURED MONEYS" means, without double counting, the aggregate of
            all moneys owing to the Security Trustee or to a Secured Creditor
            under any of the Transaction Documents provided that:

            (a)  the amount owing by the Trustee in relation to the principal
                 component of a Security is to be calculated by reference to the
                 Invested Amount of that Security;

            (b)  the amount owing by the Trustee in relation to the principal
                 component of the Standby Redraw Facility Agreement is to be
                 calculated by reference to the aggregate of the Standby Redraw
                 Facility Principal and the Unreimbursed Principal Charge-offs
                 in relation to the Standby Redraw Facility Principal; and

            (c)  the Secured Moneys do not include any fees or value added tax
                 payable to the US Dollar Note Trustee referred to in clause
                 12.7 of the US Dollar Note Trust Deed or to the Agents referred
                 to in clause 12.6 of the Agency Agreement.

            "SECURITY TRUST" means the trust established under clause 2.2 of
            this Deed.

            "SECURITY TRUST FUND" means any property and benefits which the
            Security Trustee holds on trust for the Secured Creditors under this
            Deed including, without limitation, all the right, title and
            interest of the Security Trustee in connection with the Charge and
            any property which represents the proceeds of sale of any such
            property or proceeds of enforcement of the Charge.

            "SECURITY TRUSTEE" means P.T. Limited or if P.T. Limited retires or
            is removed as security trustee, any then Substitute Security
            Trustee.

            "SENIOR SECURITY" means a Class A-1 Note, a Class A-2 Note or a
            Redraw Bond.

            "SENIOR SECURITYHOLDER" means a Class A-1 Noteholder, a Class A-2
            Noteholder or a Redraw Bondholder.

            "SERIES SUPPLEMENT" means the Series Supplement dated on or about
            the date of this Deed between the Commonwealth Bank of Australia ABN
            48 123 123 124, Homepath Pty Limited ABN 35 081 986 530, the Manager
            and the Trustee.

                                                                               5
<PAGE>

            "SERIES TRUST" means the trust known as the Medallion Trust Series
            2003-1G established pursuant to the Master Trust Deed and the Series
            Supplement.

            "STATUTE" means any legislation now or hereafter in force of the
            Parliament of the Commonwealth of Australia or of any State or
            Territory thereof and any rule regulation ordinance by-law statutory
            instrument order or notice now or hereafter made under such
            legislation.

            "SUBSTITUTE SECURITY TRUSTEE" at any given time means the entity
            then appointed as Security Trustee under clause 19.

            "TRUSTEE INDEMNITY COSTS" means the fees, costs, charges and
            expenses incurred by, or payable to the Trustee (in its capacity as
            trustee of the Series Trust) in accordance with the Master Trust
            Deed (including clause 16.11 of the Master Trust Deed) and the
            Series Supplement.

            "US DOLLAR NOTE TRUST" has the same meaning as in the US Dollar Note
            Trust Deed.

            "VOTING ENTITLEMENT" means, on a particular date the number of votes
            which a Voting Secured Creditor would be entitled to exercise if a
            meeting of Voting Secured Creditors were held on that date, being in
            respect of a given Voting Secured Creditor and subject to clause
            13.5(c), the number calculated by dividing the Secured Moneys owing
            to that Voting Secured Creditor by 10 and rounding the resultant
            figure down to the nearest whole number, provided that if the US
            Dollar Note Trustee is a then Voting Secured Creditor it will have a
            Voting Entitlement equal to the aggregate Voting Entitlement
            (determined in accordance with the foregoing) for all Class A-1
            Noteholders.

            "VOTING SECURED CREDITOR" means:

            (a)  for so long as the Secured Moneys of the Securityholders are
                 75% or more of the then total Secured Moneys:

                 (i)    if any Class A-1 Note then remains outstanding, the US
                        Dollar Note Trustee (or, if the US Dollar Note Trustee
                        has become bound to notify, or seek directions from, the
                        Class A-1 Noteholders or to take steps and/or to proceed
                        under the US Dollar Note Trust Deed and fails to do so
                        as and when required by the US Dollar Note Trust Deed
                        and such failure is continuing, the Class A-1
                        Noteholders); if any Class A-2 Notes remain outstanding,
                        the Class A-2 Noteholders; and if any Redraw Bonds
                        remain outstanding, the Redraw Bondholders; or

                 (ii)   if no Senior Security then remains outstanding, the
                        Class B Noteholders; and

            (b)  otherwise:

                 (i)    if any Class A-1 Notes remain outstanding, the US Dollar
                        Note Trustee (or, if the US Dollar Note Trustee has
                        become bound to take steps and/or to proceed under the
                        US Dollar Note Trust Deed and fails to do so as and when
                        required by the US Dollar Note Trust Deed and such
                        failure is continuing, the Class A-1 Noteholders); and

                 (ii)   each other then Secured Creditor (other than the US
                        Dollar Note Trustee and the Class A-1 Noteholders).

                                                                               6
<PAGE>

1.2         SERIES SUPPLEMENT AND MASTER TRUST DEED DEFINITIONS

            Subject to clause 1.10, unless defined in this Deed, words and
            phrases defined in either or both of the Master Trust Deed and the
            Series Supplement have the same meaning in this Deed. Where there is
            any inconsistency in a definition between this Deed (on the one
            hand) and the Master Trust Deed or the Series Supplement (on the
            other hand), this Deed prevails. Where there is any inconsistency in
            a definition between the Master Trust Deed and the Series
            Supplement, the Series Supplement prevails over the Master Trust
            Deed in respect of this Deed. Subject to clause 1.10, where words or
            phrases used but not defined in this Deed are defined in the Master
            Trust Deed in relation to a Series Trust (as defined in the Master
            Trust Deed) and/or an Other Trust such words or phrases are to be
            construed in this Deed, where necessary, as being used only in
            relation to the Series Trust (as defined in this Deed) and/or the
            CBA Trust (as defined in the Series Supplement), as the context
            requires.

1.3         INTERPRETATION

            In this Deed unless the contrary intention appears:

            (a)  the expression "PERSON" includes an individual, a corporation
                 and a Governmental Agency;

            (b)  the expression "OWING" includes amounts that are owing whether
                 such amounts are liquidated or not or are contingent or
                 presently accrued due and includes all rights sounding in
                 damages only;

            (c)  the expression "POWER" in relation to a person includes all
                 powers, authorities, rights, remedies, privileges and
                 discretions conferred upon that person by the Transaction
                 Documents, by any other deed, agreement, document, or
                 instrument, by any Statute or otherwise by law;

            (d)  a reference to any person includes that person's executors,
                 administrators, successors, substitutes and assigns, including
                 any person taking by way of novation;

            (e)  subject to clause 1.10, a reference to this Deed, the Master
                 Trust Deed or to any other deed, agreement, document or
                 instrument includes, respectively, this Deed, the Master Trust
                 Deed or such other deed, agreement, document or instrument as
                 amended, novated, supplemented, varied or replaced from time to
                 time;

            (f)  a reference to any Statute or to any section or provision of
                 any Statute includes any statutory modification or re-enactment
                 or any statutory provision substituted therefor and all
                 ordinances, by-laws, regulations and other statutory
                 instruments issued thereunder;

            (g)  a reference to a Related Body Corporate includes a corporation
                 which is or becomes a Related Body Corporate during the
                 currency of this Deed;

            (h)  words importing the singular include the plural (and vice
                 versa) and words denoting a given gender include all other
                 genders;

            (i)  headings are for convenience only and do not affect the
                 interpretation of this Deed;

            (j)  a reference to a clause is a reference to a clause of this
                 Deed;

                                                                               7
<PAGE>

            (k)  a reference to a Schedule or an Annexure is a reference to the
                 Schedule or Annexure to this Deed;

            (l)  where any word or phrase is given a defined meaning any other
                 part of speech or other grammatical form in respect of such
                 word or phrase has a corresponding meaning;

            (m)  all accounting terms used in this Deed have the same meaning
                 ascribed to those terms under accounting principles and
                 practices generally accepted in Australia from time to time;

            (n)  a reference to a party is a reference to a party to this Deed;

            (o)  a reference to time is a reference to Sydney time;

            (p)  a reference to any thing (including, without limitation, the
                 Secured Money, any other amount and the Charged Property) is a
                 reference to the whole and each part of it and a reference to a
                 group of persons is a reference to all of them collectively, to
                 any two or more of them collectively and to each of them
                 individually;

            (q)  if an act prescribed under this Deed to be done by a party on
                 or by a given day is done after 5.30 pm on that day, it is to
                 be taken to be done on the following day;

            (r)  where any day on which a payment is due to be made or a thing
                 is due to be done under this Deed is not a Business Day, that
                 payment must be made or that thing must be done on the
                 immediately succeeding Business Day;

            (s)  a reference to "WILFUL DEFAULT" in relation to the Trustee, the
                 Security Trustee or the Manager means, subject to clause
                 1.3(t), any wilful failure to comply with, or wilful breach by,
                 the Trustee, the Security Trustee or the Manager (as the case
                 may be) of any of its obligations under any Transaction
                 Document, other than a failure or breach which:

                 (i)    A.     arises as a result of a breach of a Transaction
                               Document by a person other than:

                               1)     the Trustee, the Security Trustee or the
                                      Manager (as the case may be); or

                               2)     any other person referred to in clause
                                      1.3(t) in relation to the Trustee, the
                                      Security Trustee or the Manager (as the
                                      case may be); and

                        B.     the performance of the action (the
                               non-performance of which gave rise to such
                               breach) is a precondition to the Trustee, the
                               Security Trustee or the Manager (as the case may
                               be) performing the said obligation;

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

                 (iii)  is:

                        A.     in accordance with any proper instruction or
                               direction of the Voting Secured Creditors given
                               at a meeting of


                                                                               8
<PAGE>

                               Voting Secured Creditors convened pursuant to
                               this Deed; or

                        B.     in accordance with any proper instruction or
                               direction of the Investors given at a meeting
                               convened under the Master Trust Deed (as amended
                               by the Series Supplement);

            (t)  a reference to the "FRAUD", "NEGLIGENCE" or "WILFUL DEFAULT" of
                 the Trustee, the Security Trustee or the Manager means the
                 fraud, negligence or wilful default of the Trustee, the
                 Security Trustee or the Manager (as the case may be) and of its
                 officers, employees, agents and any other person where the
                 Trustee, the Security Trustee or the Manager (as the case may
                 be) is liable for the acts or omissions of such other person
                 under the terms of any Transaction Document;

            (u)  subject to clause 27.2, each party will only be considered to
                 have knowledge or awareness of, or notice of, a thing or
                 grounds to believe anything by virtue of the officers of that
                 party (or any Related Body Corporate of that party) which have
                 the day to day responsibility for the administration or
                 management of that party's (or a Related Body Corporate of that
                 party's) obligations in relation to the Series Trust or this
                 Deed, having actual knowledge, actual awareness or actual
                 notice of that thing, or grounds or reason to believe that
                 thing (and similar references will be interpreted in this way).
                 In addition, notice, knowledge or awareness of an Event of
                 Default means notice, knowledge or awareness of the occurrence
                 of the events or circumstances constituting an Event of
                 Default. The Security Trustee will be regarded as being
                 actually aware of an Event of Default if it receives a written
                 notice from the Trustee, the Manager or the US Dollar Note
                 Trustee that the Trustee, the Manager or the US Dollar Note
                 Trustee (as the case may be) believes, on reasonable grounds,
                 that the Event of Default has occurred; and

            (v)  a reference to prospective liabilities includes, without
                 limitation, the liabilities of the Trustee under the
                 Transaction Documents.

1.4         INCORPORATION OF ANNEXURE

            This Deed incorporates the Annexure which forms part of, and is
            subject to, this Deed.

1.5         TRUSTEE'S CAPACITY

            In this Deed, unless expressly specified otherwise:

            (a)  (REFERENCES TO TRUSTEE): a reference to the Trustee is a
                 reference to the Trustee in its capacity as trustee of the
                 Series Trust only, and in no other capacity;

            (b)  (REFERENCES TO ASSETS OF TRUSTEE): a reference to the
                 undertaking, assets, business or money of the Trustee is a
                 reference to the undertaking, assets, business or money of the
                 Trustee in the capacity referred to in paragraph (a); and

            (c)  (INSOLVENCY EVENT): a reference in the definition of
                 "INSOLVENCY EVENT" in clause 1.1 to the Trustee is to the
                 Trustee only in its capacity as trustee of the Series Trust and
                 does not include the Trustee personally, as trustee of any
                 other trust fund or in any other capacity whatsoever.

                                                                               9
<PAGE>

1.6         DETERMINATION OF OUTSTANDING HEDGE MONEY

            If an "Early Termination Date", as defined in a relevant Hedge
            Agreement, has not been designated in respect of any "Transactions",
            as defined in the Hedge Agreement, the amounts owing by the Trustee
            to a Hedge Provider under the Hedge Agreement in respect of those
            Transactions are to be determined by the Manager on the relevant
            date as if an Early Termination Date has been designated in respect
            of those Transactions in accordance with the Hedge Agreement at the
            time of such determination and as if the Manager were a
            "Non-defaulting Party", as defined in the Hedge Agreement, following
            an "Event of Default", as defined in the Hedge Agreement, in respect
            of those Transactions.

1.7         AMOUNTS OUTSTANDING

            For the purposes of determining whether any amount constitutes
            Secured Moneys, for the purposes of clause 7(g) and, for the
            purposes of clause 13.1 (and for these purposes only), the
            calculation of any amounts owing or due by the Trustee shall be made
            without regard to any limitation on the Trustee's liability that may
            be construed as meaning that such amounts are not owing or are not
            due and payable.

1.8         BENEFIT OF COVENANTS UNDER THIS DEED

            Unless the context indicates a contrary intention, the Security
            Trustee holds the covenants, undertaking and other obligations and
            liabilities of the Trustee and the Manager under this Deed on trust
            for the benefit of the Secured Creditors on the terms and conditions
            of this Deed.

1.9         OBLIGATIONS SEVERAL

            The obligations of the parties under this Deed are several.

1.10        INCORPORATED DEFINITIONS AND OTHER PROVISIONS

            Where in this Deed a word or expression is defined by reference to
            its meaning in another Transaction Document or there is a reference
            to another Transaction Document or to a provision of another
            Transaction Document, any amendment to the meaning of that word or
            expression, to that Transaction Document or to that provision (as
            the case may be) will be of no effect for the purposes of this Deed
            unless and until the amendment is consented to by all parties to
            this Deed.

1.11        CLASS A-2 NOTES MAY NOT BE ISSUED

            If Class A-2 Notes are not issued on the Closing Date, this Deed is
            to be construed on the basis that the Class A-2 Notes do not exist
            and, without limiting the foregoing:

            (a)  (SECURITIES AND SECURITYHOLDERS): references to the Notes,
                 Class A Notes, Securities, Senior Securities and
                 Securityholders and related expressions will not include any
                 Class A-2 Notes or Class A-2 Noteholders, as applicable;

            (b)  (CLASS A NOTES): the Class A-1 Notes will be the only Class A
                 Notes and references to the Class A-1 Notes or the Class A
                 Notes are to be interpreted accordingly; and

            (c)  (OBLIGATIONS): no party will have any obligations with respect
                 to Class A-2 Notes or Class A-2 Noteholders.

                                                                              10
<PAGE>

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2.          THE SECURITY TRUST

2.1         APPOINTMENT OF SECURITY TRUSTEE

            The Security Trustee is hereby appointed and agrees to act as
            trustee of the Security Trust (with effect from the constitution of
            the Security Trust) on the terms and conditions in this Deed.

2.2         DECLARATION OF SECURITY TRUST

            The Security Trustee declares that it holds the Security Trust Fund
            on trust for those persons who are Secured Creditors at the time of
            distribution of any money by the Security Trustee pursuant to clause
            13.1.

2.3         DURATION OF SECURITY TRUST

            The Security Trust commences on the date of this Deed and terminates
            on the first to occur of

            (a)  (CHARGE RELEASE DATE): the Charge Release Date; and

            (b)  (80TH ANNIVERSARY): the 80th anniversary of the date of this
                 Deed.

2.4         BENEFIT OF SECURITY TRUST

            Each Secured Creditor is entitled to the benefit of the Security
            Trust on the terms and conditions contained in this Deed.

2.5         INTERESTED PERSONS BOUND

            The provisions of this Deed, the Master Trust Deed and the Series
            Supplement are binding upon every Interested Person and the Security
            Trustee.

2.6         NATURE OF RIGHTS OF SECURED CREDITORS

            Prior to any distribution to the Secured Creditors pursuant to
            clause 13.1, no Secured Creditor is entitled to any equitable or
            proprietary interest in the Charged Property or the Charge, or any
            rights held by the Security Trustee under clause 1.8, and only has a
            mere right of action against the Security Trustee to properly
            perform its covenants under this Deed and to account to the Secured
            Creditors in accordance with this Deed.

2.7         SHARED SECURITIES

            The Security Trustee is bound by clause 7.3 of the Series Supplement
            in respect of each Shared Security notified by the Servicer to the
            Security Trustee in writing to be partly held by the Trustee as
            trustee of the CBA Trust as if a reference therein to the Trustee
            was a reference to both the Security Trustee and the Receiver.

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3.          PAYMENT OF SECURED MONEYS

3.1         COVENANT IN FAVOUR OF SECURITY TRUSTEE

            The Trustee covenants in favour of the Security Trustee that it will
            duly and punctually pay the Secured Moneys to, or to the order of,
            the Security Trustee as and when the same fall due for payment.

                                                                              11
<PAGE>

3.2         PAYMENTS TO SECURED CREDITORS

            Notwithstanding clause 3.1, every payment by the Trustee, or the
            Security Trustee in accordance with this Deed, to the Secured
            Creditors on account of the Secured Moneys will operate as payment
            by the Trustee to the Security Trustee in satisfaction of the
            Trustee's obligations in respect of the Secured Moneys.

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4.          CHARGE

4.1         THE CHARGE

            The Trustee charges all its present and future, right, title and
            interest in the Charged Property, subject only to the Prior
            Interest, to the Security Trustee for the payment in full of all the
            Secured Moneys.

4.2         FLOATING CHARGE

            The Charge is a floating charge over the Charged Property.

4.3         RANKING OF CHARGE

            Subject only to the Prior Interest, the Charge is a first ranking
            charge having priority over all other Security Interests of the
            Trustee over the Charged Property.

4.4         CRYSTALLISATION OF FLOATING CHARGE

            If the Charge has not otherwise taken effect as a fixed charge, it
            takes effect as a fixed charge automatically and immediately over
            all the Charged Property if an Event of Default occurs, other than
            if an Event of Default described in clauses 7(c) or (e) occurs, in
            which event it takes effect as a fixed charge automatically and
            immediately over the affected Charged Property. Upon the Charge
            becoming a fixed charge pursuant to the foregoing provisions of this
            clause, the Security Trustee is deemed to have intervened at that
            point in time and to have exercised all its rights of intervention
            in respect of the relevant Charged Property.

4.5         CONSENT TO DEALINGS

            The Trustee must not (and the Manager will not give any direction to
            the Trustee to) dispose of or deal with the Charged Property,
            whether the Charge is floating or fixed unless such disposition or
            such other dealing is permitted by or required by and will be
            effected in accordance with the terms of the Master Trust Deed, the
            Series Supplement or any other Transaction Document. Without
            limiting the generality of the foregoing, the Trustee or its
            delegates may (notwithstanding that the Charge has taken effect as a
            fixed charge) discharge in accordance with the terms of the
            Transaction Documents, any Mortgage Loan, Mortgage or Collateral
            Security. Any Mortgage Loan, Mortgage or Collateral Security which
            is discharged by the Trustee or its delegates pursuant to this
            clause will automatically, and without the need for any act on the
            part of the Security Trustee, be free from and released from this
            Charge.

4.6         RE-CONVERSION FROM FIXED INTO FLOATING CHARGE

            Subject to clause 4.7, at any time after the Charge has taken effect
            as a fixed charge over the Charged Property, the Security Trustee
            may (and will, if directed by an Extraordinary Resolution of the
            then Voting Secured Creditors) by notice in writing to the Trustee
            convert the Charge from a fixed charge into a floating charge as
            regards any asset or

                                                                              12
<PAGE>

            assets specified in such notice. Upon such notice being received by
            the Trustee, the Charge as regards such specified asset or assets
            will immediately become and operate as a floating charge subject to
            the provisions of this Deed and will cease to be a fixed charge over
            such specified asset or assets.

4.7         REPLACEMENT OF FIXED CHARGE OVER CHARGED PROPERTY

            If the Charge has taken effect as a fixed charge as a result of the
            occurrence of the Event of Default described in clause 7(a)(i) the
            Security Trustee must, upon notification from the Manager that
            another Authorised Trustee Corporation has been appointed as trustee
            of the Series Trust, by notice in writing to the Trustee convert the
            charge from a fixed charge into a floating charge as regards the
            Charged Property.

4.8         SUBSEQUENT DEALING

            From the effective date specified in a notice given under clause 4.6
            or 4.7:

            (a)  (TRUSTEE MAY DEAL AS IF FLOATING CHARGE): the Trustee may deal
                 with the Charged Property the subject of the notice, if it was
                 acquired by the Trustee before the effective date of the
                 notice, as if it had always been charged by way of floating
                 charge under this Deed;

            (b)  (TREAT THE FIXING AS NOT HAVING OCCURRED): the floating charge
                 given by this Deed in respect of Charged Property the subject
                 of the notice acquired by the Trustee on or after the effective
                 date of the notice continues to operate as a floating charge as
                 if it had never been a fixed charge; and

            (c)  (THIRD PERSON MAY RELY ON NOTICE THAT CHARGE IS FLOATING): a
                 person dealing with the Trustee in relation to the Charged
                 Property the subject of the notice may rely on a notice from
                 the Security Trustee as conclusive evidence that, as at the
                 time the notice is issued, such Charged Property is charged by
                 way of floating charge.

4.9         LIMIT AND PROSPECTIVE LIABILITY AMOUNT

            (a)  (AMOUNT RECOVERABLE): The Charge is security for the whole of
                 the Secured Moneys, but the aggregate amount recoverable under
                 the Charge may not exceed A$30,000,000,000.

            (b)  (FIXED PRIORITIES): For the purposes of fixing priorities
                 between the Charge and any subsequent charge registered under
                 the Corporations Act, the Charge secures a prospective
                 liability up to a maximum amount of A$30,000,000,000.

            (c)  (NO OBLIGATION): Nothing in this clause 4.9 creates any
                 obligation upon the Security Trustee to enter into any
                 arrangement or to advance any moneys or do any act or thing as
                 a result whereof if so created, entered into, advanced or done
                 there would be Secured Moneys, or limits or affects the
                 provisions of section 279(2) of the Corporations Act.

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5.          REPRESENTATIONS AND WARRANTIES

5.1         BY THE TRUSTEE

            The Trustee represents and warrants to the Security Trustee that:

                                                                              13
<PAGE>

            (a)  (DUE INCORPORATION): it is duly incorporated and has the
                 corporate power to own its property and to carry on its
                 business as is now being conducted;

            (b)  (CONSTITUTION): the execution delivery and performance of each
                 Transaction Document to which it is expressed to be a party
                 does not violate its constitution;

            (c)  (CORPORATE POWER): it has the power and has taken all corporate
                 and other action required to enter into each Transaction
                 Document to which it is expressed to be a party and to
                 authorise the execution and delivery of each Transaction
                 Document to which it is expressed to be a party and the
                 performance of its obligations under each Transaction Document
                 to which it is expressed to be a party;

            (d)  (FILINGS): all corporate notices, filings and registrations
                 with the Australian Securities and Investments Commission or
                 similar office in its jurisdiction of incorporation and in any
                 other jurisdiction required to be filed or effected, as
                 applicable, by it in connection with the execution, delivery
                 and performance of each Transaction Document to which it is
                 expressed to be a party, have been filed or effected, as
                 applicable, and all such filings and registrations are current,
                 complete and accurate;

            (e)  (LEGALLY BINDING OBLIGATION): its obligations under each
                 Transaction Document to which it is expressed to be a party are
                 valid, legally binding and enforceable obligations in
                 accordance with the terms of each Transaction Document to which
                 it is expressed to be a party, subject to stamping and any
                 necessary registration and except as such enforceability may be
                 limited by any applicable bankruptcy, insolvency,
                 reorganisation, moratorium or trust or general principles of
                 equity or other similar laws affecting creditors' rights
                 generally;

            (f)  (EXECUTION, DELIVERY AND PERFORMANCE): its execution, delivery
                 and performance of each Transaction Document to which it is
                 expressed to be a party does not violate any existing law or
                 regulation or any document or agreement to which it is a party
                 or which is binding upon it or any of its assets;

            (g)  (AUTHORISATION): all consents, licences, approvals and
                 authorisations of every Governmental Agency required to be
                 obtained by it in connection with the execution, delivery and
                 performance of each Transaction Document to which it is
                 expressed to be a party in its personal capacity have been
                 obtained and are valid and subsisting;

            (h)  (GOOD TITLE): it is the lawful owner of, and has good right to
                 charge in the manner provided in this Deed, the Charged
                 Property and, subject only to the Master Trust Deed, the Series
                 Supplement, this Deed and the Prior Interest, the Charged
                 Property is free of all other Security Interests;

            (i)  (SERIES TRUST VALIDLY CREATED): the Series Trust has been
                 validly created and is in existence at the date of this Deed;

            (j)  (SOLE TRUSTEE): it has been validly appointed as trustee of the
                 Series Trust and is presently the sole trustee of the Series
                 Trust;

            (k)  (MASTER TRUST DEED AND THE SERIES SUPPLEMENT): the Series Trust
                 is solely constituted by the Master Trust Deed and the Series
                 Supplement;

                                                                              14
<PAGE>


            (l)  (NO PROCEEDINGS TO REMOVE): it has received no notice and to
                 its knowledge no resolution has been passed or direction or
                 notice has been given, removing it as trustee of the Series
                 Trust;

            (m)  (TRUSTEE'S POWER): it has power under the Master Trust Deed and
                 the Series Supplement to charge the Charged Property as
                 provided in this Deed; and

            (n)  (NO BREACH): it is not in breach of any material provision of
                 the Master Trust Deed or the Series Supplement.

5.2         BY THE MANAGER

            The Manager represents and warrants to the Security Trustee that:

            (a)  (DUE INCORPORATION): it is duly incorporated and has the
                 corporate power to own its property and to carry on its
                 business as is now being conducted;

            (b)  (CONSTITUTION): its execution, delivery and performance of each
                 Transaction Document to which it is expressed to be a party
                 does not violate its constitution;

            (c)  (CORPORATE POWER): it has the power and has taken all corporate
                 and other action required to enter into each Transaction
                 Document to which it is expressed to be a party and to
                 authorise the execution and delivery of each Transaction
                 Document to which it is expressed to be a party and the
                 performance of its obligations under each Transaction Document
                 to which it is expressed to be a party;

            (d)  (FILINGS): it has filed all corporate notices and effected all
                 registrations with the Australian Securities and Investments
                 Commission or similar office in its jurisdiction of
                 incorporation and in any other jurisdiction as required by law
                 and all such filings and registrations are current, complete
                 and accurate;

            (e)  (LEGALLY BINDING OBLIGATION): its obligations under each
                 Transaction Document to which it is expressed to be a party are
                 valid, legally binding and enforceable obligations in
                 accordance with the terms of each Transaction Document to which
                 it is expressed to be a party, except as such enforceability
                 may be limited by any applicable bankruptcy, insolvency,
                 re-organisation, moratorium or trust or general principles of
                 equity or other similar laws affecting creditors' rights
                 generally;

            (f)  (EXECUTION, DELIVERY AND PERFORMANCE): its execution, delivery
                 and performance of each Transaction Document to which it is
                 expressed to be a party does not violate any existing law or
                 regulation or any document or agreement to which it is a party
                 or which is binding upon it or any of its assets; and

            (g)  (AUTHORISATION): all consents, licences, approvals and
                 authorisations of every Governmental Agency required to be
                 obtained by the Manager in connection with the execution,
                 delivery and performance of each Transaction Document to which
                 it is expressed to be a party have been obtained and are valid
                 and subsisting.

5.3         BY THE SECURITY TRUSTEE

            The Security Trustee represents and warrants to the Manager and the
            Trustee that:

                                                                              15
<PAGE>

            (a)  (DUE INCORPORATION): it is duly incorporated and has the
                 corporate power to own its property and to carry on its
                 business as is now being conducted;

            (b)  (CONSTITUTION): its execution, delivery and performance of each
                 Transaction Document to which it is expressed to be a party
                 does not violate its constitution;

            (c)  (CORPORATE POWER): it has the power and has taken all corporate
                 and other action required to enter into each Transaction
                 Document to which it is expressed to be a party and to
                 authorise the execution and delivery of each Transaction
                 Document to which it is expressed to be a party and the
                 performance of its obligations under each Transaction Document
                 to which it is expressed to be a party;

            (d)  (FILINGS): it has filed all corporate notices and effected all
                 registrations with the Australian Securities and Investments
                 Commission or similar office in its jurisdiction of
                 incorporation and in any other jurisdiction as required by law
                 and all such filings and registrations are current, complete
                 and accurate;

            (e)  (LEGALLY BINDING OBLIGATION): its obligations under each
                 Transaction Document to which it is expressed to be a party are
                 valid, legally binding and enforceable obligations in
                 accordance with the terms of each Transaction Document to which
                 it is expressed to be a party, except as such enforceability
                 may be limited by any applicable bankruptcy, insolvency,
                 re-organisation, moratorium or trust or general principles of
                 equity or other similar laws affecting creditors' rights
                 generally;

            (f)  (EXECUTION, DELIVERY AND PERFORMANCE): its execution, delivery
                 and performance of each Transaction Document to which it is
                 expressed to be a party does not violate any existing law or
                 regulation or any document or agreement to which it is a party
                 or which is binding upon it or any of its assets; and

            (g)  (AUTHORISATION): all consents, licences, approvals and
                 authorisations of every Governmental Agency required to be
                 obtained by the Security Trustee in connection with the
                 execution, delivery and performance of each Transaction
                 Document to which it is expressed to be a party have been
                 obtained and are valid and subsisting.

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6.          TRUSTEE'S AND MANAGER'S COVENANTS

6.1         COVENANTS IN RESPECT OF CHARGED PROPERTY
            The Trustee undertakes that it will not without the prior written
            consent of the Security Trustee or as otherwise permitted by this
            Deed, the Master Trust Deed or the Series Supplement:

            (a)  (NO SECURITY INTERESTS): subject only to the Prior Interest,
                 attempt to create or permit to exist any Security Interest
                 howsoever ranking over any part of the Charged Property; and

            (b)  (NO SALE, LEASE ETC.): subject to clause 6.3, convey, assign,
                 transfer, lease or otherwise dispose or part with possession
                 of, make any bailment over, or create or permit to exist any
                 other interest in any part of the Charged Property at any time
                 such part of the Charged Property is subject to the Charge.

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6.2         GENERAL COVENANTS

            The Trustee agrees to:

            (a)  (COMPLY WITH TRANSACTION DOCUMENTS): comply with its
                 obligations and duties under the Master Trust Deed (in so far
                 as it applies to the Series Trust), the Series Supplement and
                 the other Transaction Documents;

            (b)  (COPY OF SECURITYHOLDER DETAILS): at the same time or as soon
                 as practical after a notice referred to in clause 6.2(e) is
                 given to the Security Trustee by the Trustee or after the
                 Trustee receives a notice pursuant to clause 6.4(b), provide to
                 the Security Trustee and the US Dollar Note Trustee a current
                 copy of the Register relating to the Series Trust maintained by
                 the Trustee under clause 9 of the Master Trust Deed and details
                 (to the extent known by it) of the identity, and notice
                 details, of each Secured Creditor and the Secured Moneys owing
                 to each Secured Creditor;

            (c)  (ASSISTANCE TO SECURITY TRUSTEE): provide to the Security
                 Trustee, as the Security Trustee may reasonably require to
                 enable the Security Trustee to perform its duties and functions
                 under this Deed (and which the Security Trustee has been unable
                 to obtain from any other party to the Transaction Documents),
                 such information, copies of any accounting records and other
                 documents, statements and reports required to be maintained by,
                 or that are otherwise in the possession of, the Trustee, or
                 which the Trustee is entitled to obtain from any person;

            (d)  (DOCUMENTS OF TITLE): if the Charge has taken effect as a fixed
                 charge, deposit with the Security Trustee immediately or as
                 soon as the Trustee receives them:

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

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

                 where, in such case, such evidence or documents (as the case
                 may be) are then in the Trustee's possession or control;

            (e)  (NOTIFY EVENTS OF DEFAULT ETC.): notify the Security Trustee if
                 it becomes aware of the occurrence of an Event of Default, a
                 Potential Event of Default, a Servicer Default, a Perfection of
                 Title Event, a Trustee Default, a Manager Default or a
                 Potential Termination Event and provide the Security Trustee
                 with details of such occurrence;

            (f)  (NOT INCUR UNAUTHORISED INDEBTEDNESS): not give any guarantees
                 or incur any Borrowings (which does not include debts incurred
                 to trade creditors in the ordinary course of the Trustee's
                 business as trustee of the Series Trust) other than as
                 permitted or contemplated by the Transaction Documents;

            (g)  (NOT RELEASE OBLIGATIONS): not discharge or release any person
                 from any of their obligations under the Transaction Documents
                 to which the Trustee is a party save where such discharge or
                 release is in accordance with the Transaction Documents; and

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            (h)  (NOT ENGAGE IN OTHER ACTIVITIES): not engage (in its capacity
                 as trustee of the Series Trust) in any business or other
                 activities except as permitted or contemplated by the
                 Transaction Documents.

6.3         DEALING IN ACCORDANCE WITH MASTER TRUST DEED, THE SERIES SUPPLEMENT
            ETC.

            The Trustee may deal with and pay or apply the Charged Property in
            accordance with the provisions of the Master Trust Deed, the Series
            Supplement and any other Transaction Document at any time that the
            Charged Property is subject to the floating charge.

6.4         MANAGER'S UNDERTAKING

            The Manager undertakes to the Trustee and the Security Trustee that:

            (a)  (NO DIRECTION IN BREACH OF CLAUSE 6): it will not give any
                 direction to the Trustee under the Master Trust Deed or the
                 Series Supplement which would, if complied with, result in the
                 Trustee breaching the terms of this clause 6; and

            (b)  (NOTIFICATION OF EVENTS OF DEFAULT ETC.): it will promptly
                 notify the Trustee and the Security Trustee if it becomes aware
                 of the occurrence of an Event of Default, a Potential Event of
                 Default, a Servicer Default, a Perfection of Title Event, a
                 Trustee Default, a Manager Default or a Potential Termination
                 Event and provide the Trustee and the Security Trustee with
                 details of such occurrence.

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7.          EVENTS OF DEFAULT


            Each of the following events is an Event of Default whether or not
            caused by any reason whatsoever outside the control of any
            Interested Person or any other person:

            (a)  (i)    (TRUSTEE RETIRES AND REPLACEMENT NOT FOUND): the Trustee
                        retires or is removed, or is required to retire or be
                        removed, as trustee of the Series Trust in accordance
                        with clause 19 of the Master Trust Deed, another
                        Authorised Trustee Corporation is not appointed as
                        trustee of the Series Trust within 30 days of the
                        occurrence of that event and the Manager fails within a
                        further 20 days to convene a meeting of Investors in
                        accordance with clauses 19.3 and 19.4 of the Master
                        Trust Deed;

                 (ii)   (LOSS OF INDEMNITY): the Security Trustee becomes aware
                        or is notified by the Manager or the Trustee that the
                        Trustee is (for any reason) not entitled fully to
                        exercise its right of indemnity against the Assets of
                        the Series Trust to satisfy any liability to a Secured
                        Creditor and the circumstances are not rectified to the
                        reasonable satisfaction of the Security Trustee within
                        14 days of the Security Trustee requiring the Trustee in
                        writing to rectify them; or

                 (iii)  (SERIES TRUST IMPERFECTLY CONSTITUTED): the Series Trust
                        is not properly constituted or is imperfectly
                        constituted in a manner or to an extent that is regarded
                        by the Security Trustee (acting reasonably) to be
                        materially prejudicial to the interests of any class of
                        Secured Creditor and is incapable of being remedied or
                        if it is capable of being remedied this has not occurred
                        to the reasonable

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                        satisfaction of the Security Trustee within 30 days of
                        the discovery thereof;

            (b)  (INSOLVENCY EVENT): an Insolvency Event occurs in relation to
                 the Trustee;

            (c)  (ENFORCEMENT OF SECURITY INTERESTS ETC.): distress or execution
                 is levied or a judgment, order or a Security Interest is
                 enforced, or becomes enforceable, over any of the Charged
                 Property or any Asset of the Series Trust for an amount
                 exceeding (either individually or in aggregate) A$1,000,000, or
                 can be rendered enforceable by the giving of notice, lapse of
                 time or fulfilment of any condition;

            (d)  (VOID OR LOSS OF PRIORITY): the Charge:

                 (i)    is or becomes wholly or partly void, voidable or
                        unenforceable; or

                 (ii)   at or after the date of this Deed, loses the priority
                        which it is expressed to have in clause 4.3 (other than
                        as mandatorily preferred by law or by an act or omission
                        of the Security Trustee);

            (e)  (CREATES SECURITY INTEREST): the Trustee breaches the
                 undertaking in clause 6.1 or attempts to create or allows to
                 exist a Security Interest over the Charged Property otherwise
                 than in accordance with the Master Trust Deed, the Series
                 Supplement or this Deed;

            (f)  (TAX COMMISSIONER'S DETERMINATION): the Commissioner of
                 Taxation, or its delegate, determines to issue a notice (under
                 any legislation that imposes a Tax) requiring any person
                 obliged or authorised to pay money to the Trustee to instead
                 pay such money to the Commissioner in respect of any Tax or any
                 fines and costs imposed on the Trustee;

            (g)  (FAILURE TO PAY SECURED MONEYS): any Secured Moneys are not
                 paid within 10 days of when due (other than any Secured Moneys
                 relating to the Class B Notes, while there are any Class A
                 Notes outstanding); and

            (h)  (OTHER EVENT OF DEFAULT): any other event occurs which is
                 described in a Transaction Document as an Event of Default for
                 the purposes of this Deed.

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8.          RIGHTS AND OBLIGATIONS OF THE SECURITY TRUSTEE FOLLOWING EVENT OF
            DEFAULT

8.1         NOTIFY VOTING SECURED CREDITORS AND CONVENE MEETING OF VOTING
            SECURED CREDITORS

            Without prejudice to the operation of clause 9.2(b), upon becoming
            aware of the occurrence of an Event of Default, the Security Trustee
            must promptly (and, in any event, within 2 Business Days):

            (a)  (NOTIFY SECURED CREDITORS AND THE RATING AGENCIES): notify all
                 then Secured Creditors and the Rating Agencies of the Event of
                 Default and provide to such Secured Creditors and the Rating
                 Agencies full details of the Event of Default known to the
                 Security Trustee and the actions and procedures, of which the
                 Security Trustee is aware, which are being taken or will be
                 taken by the Trustee and the Manager to remedy the relevant
                 Event of Default; and

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<PAGE>

            (b)  (CONVENE MEETING OF VOTING SECURED CREDITORS): convene a
                 meeting of the then Voting Secured Creditors and propose the
                 necessary Extraordinary Resolutions (in both cases in
                 accordance with the provisions of the Annexure) to seek
                 directions by way of an Extraordinary Resolution of the then
                 Voting Secured Creditors regarding the action the Security
                 Trustee should take as a result of such Event of Default
                 pursuant to clause 8.2.

8.2         EXTRAORDINARY RESOLUTIONS

            At a meeting of the then Voting Secured Creditors referred to in
            clause 8.1(b) or by a resolution in writing signed by all Voting
            Secured Creditors, the Voting Secured Creditors may direct the
            Security Trustee by Extraordinary Resolution to:

            (a)  (ACCELERATE SECURED MONEYS): declare the Secured Moneys
                 immediately due and payable under clause 9.6;

            (b)  (APPOINT RECEIVER): appoint a Receiver in accordance with
                 clause 10 and, if a Receiver is to be appointed, the Voting
                 Secured Creditors must by a further Extraordinary Resolution
                 determine the amount of the Receiver's remuneration;

            (c)  (EXERCISE POWER OF SALE): instruct the Security Trustee by
                 notice in writing to sell and realise the Charged Property and
                 otherwise enforce the Charge; and/or

            (d)  (OTHER ACTION): take such other action that the Security
                 Trustee is permitted to take under this Deed as the Voting
                 Secured Creditors may specify in the terms of such
                 Extraordinary Resolution.

8.3         SECURITY TRUSTEE TO ACT IN ACCORDANCE WITH DIRECTIONS

            (a)  (MUST IMPLEMENT EXTRAORDINARY RESOLUTION): Subject to clause
                 8.3(b), the Security Trustee must take all action necessary to
                 give effect to any Extraordinary Resolution of the Voting
                 Secured Creditors and must comply with all directions contained
                 in or given pursuant to any Extraordinary Resolution of the
                 Voting Secured Creditors.

            (b)  (EXCEPTIONS): The obligation of the Security Trustee pursuant
                 to clause 8.3(a) is subject to:

                 (i)    this Deed; and

                 (ii)   if required by the Security Trustee (in its absolute
                        discretion), the Security Trustee being adequately
                        indemnified to its reasonable satisfaction from the
                        Charged Property or, if requested at any time before or
                        during the relevant meeting, the Security Trustee
                        receiving from the Voting Secured Creditors an indemnity
                        in a form reasonably satisfactory to the Security
                        Trustee (which may be by way of an Extraordinary
                        Resolution of the Voting Secured Creditors) 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 Secured
                        Creditors.

            (c)  (RANKING OF INDEMNITIES): The Security Trustee must first claim
                 on its indemnity from the Charged Property and if it does not
                 receive such indemnity from the Charged Property within 2
                 Business Days of the first claim then it

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<PAGE>

                  may claim on any indemnity from the Voting Secured Creditors,
                  including any indemnity provided under clause 8.4.

8.4         SECURITY TRUSTEE MUST RECEIVE INDEMNITY

            If:

            (a)  (SECURITY TRUSTEE REQUIRES INDEMNITY): the Security Trustee
                 convenes a meeting of the Voting Secured Creditors, or is
                 required by an Extraordinary Resolution of the Voting Secured
                 Creditors to take any action to enforce this Deed, and advises
                 the Voting Secured Creditors at any time before or during the
                 meeting that the Security Trustee will not take that action in
                 relation to the enforcement of this Deed unless it is
                 personally indemnified by the Voting Secured Creditors 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

            (b)  (VOTING SECURED CREDITORS REFUSE TO GRANT INDEMNITY): the
                 Voting Secured Creditors refuse to grant the requested
                 indemnity and put it in funds,

            the Security Trustee will not be obliged to act in relation to the
            enforcement of this Deed. In these circumstances, the Voting Secured
            Creditors may then exercise such powers, and enjoy such protections
            and indemnities, of the Security Trustee under this Deed, any
            Security Interest or any other document or agreement at any time
            created or entered into in favour of the Security Trustee as
            security for the Secured Moneys or by law as they determine by
            Extraordinary Resolution. The Security Trustee will not be liable in
            any manner whatsoever if the Voting Secured Creditors exercise, or
            do not exercise, the rights given to them in the preceding sentence.

8.5         NOTICE TO TRUSTEE

            If the Voting Secured Creditors pass an Extraordinary Resolution
            referred to in clause 8.2 at a meeting convened following an Event
            of Default, the Security Trustee must notify the Trustee in writing
            within 1 Business Day after such Extraordinary Resolution is so
            passed.

8.6         MANAGER CONVENES MEETING

            If the Security Trustee fails to convene a meeting, or to propose
            the necessary Extraordinary Resolutions, in accordance with clause
            8.1(b), the Manager must convene a meeting of Voting Secured
            Creditors, or propose the necessary Extraordinary Resolutions (as
            the case may be), in accordance with this clause 8, which meeting is
            to have only the same powers as if convened by the Security Trustee
            and is to be conducted in accordance with the provisions of the
            Annexure, in which event all references in this Deed and the
            Annexure to the Security Trustee in relation to the requirements of
            meetings of Voting Secured Creditors will be read and construed,
            mutatis mutandis, as references to the Manager.

8.7         NOTICE OF EVENT OF DEFAULT

            If the Security Trustee becomes aware of the occurrence of an Event
            of Default, and the Trustee has not given the Security Trustee
            notice in accordance with clause 6.2(e) the Security Trustee must
            promptly give the Trustee notice of the occurrence of the Event of
            Default.

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<PAGE>

8.8         NOTICE OF ACTION TO REMEDY EVENT OF DEFAULT

            If the Trustee and the Manager take any action or procedures to
            remedy an Event of Default, both the Trustee and the Manager must
            keep the Security Trustee informed of those actions and procedures.

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9.          ENFORCEMENT

9.1         POWER TO DEAL WITH AND PROTECTION OF THE CHARGED PROPERTY

            If the Charge crystallises and becomes fixed pursuant to the
            provisions of this Deed:

            (a)  (POWER TO DEAL WITH THE CHARGED PROPERTY CEASES): the Trustee's
                 power to deal with the Charged Property will, subject to
                 clauses 4.5 and 4.6, immediately cease; and

            (b)  (PROTECTION OF CHARGED PROPERTY): the Security Trustee will
                 have the right either in its own name or in the name of the
                 Trustee to immediately seek and obtain appropriate relief in
                 relation to that part of the Charged Property affected or
                 threatened by the relevant Event of Default.

9.2         RESTRICTIONS ON POWER TO ENFORCE

            If an Event of Default occurs, the Security Trustee must not declare
            the Secured Moneys immediately due and payable under clause 9.6,
            appoint a Receiver under clause 10 or, subject to the operation of
            clauses 4.4 to 4.7 (inclusive), otherwise enforce the Charge unless:

            (a)  (VOTING SECURED CREDITORS AUTHORISE ACTION): the Voting Secured
                 Creditors have passed an Extraordinary Resolution under or
                 referred to in clause 8.2 or at a meeting convened pursuant to
                 clause 8.6 or pursuant to clause 2 of the Annexure; or

            (b)  (DELAY WOULD BE PREJUDICIAL): in the opinion of the Security
                 Trustee, the delay required to obtain the directions of the
                 Voting Secured Creditors in accordance with clause 8.2 would be
                 prejudicial to the interests of the Secured Creditors as a
                 class (in which case the Security Trustee must take those
                 actions).

9.3         NO OBLIGATION TO ENFORCE

            Upon the occurrence of an Event of Default, subject to clauses 8.1,
            9.2 and 15.3, pending the receipt of directions from the Voting
            Secured Creditors as contemplated by clauses 8.2, 8.3 and 8.4, the
            Security Trustee is not bound to take any action under this Deed or
            give any consent or waiver or make any determination under this Deed
            (including, without limiting the generality of the foregoing, to
            appoint any Receiver, to declare the Charge enforceable or the
            Secured Moneys immediately due and payable or to take any other
            proceedings). Nothing in this clause affects the operation of clause
            4.4 upon the occurrence of an Event of Default or the Charge
            becoming enforceable prior to the Security Trustee receiving
            directions from the Voting Secured Creditors.

9.4         LIMITATION ON RIGHTS OF SECURED CREDITORS

            Subject to clause 8.4:

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<PAGE>

            (a)  (POWERS EXERCISABLE BY SECURITY TRUSTEE ONLY): the powers,
                 rights and remedies conferred on the Security Trustee by this
                 Deed are exercisable by the Security Trustee only, and no
                 Secured Creditor is entitled to exercise the same or any of
                 them; and

            (b)  (SECURED CREDITORS CANNOT ENFORCE): without limiting the
                 generality of the foregoing, no Secured Creditor is entitled to
                 enforce the Charge or the provisions of this Deed exercisable
                 by the Security Trustee or to appoint a Receiver to any of the
                 Charged Property or otherwise to exercise any power conferred
                 by the terms of any applicable law on chargees.

9.5         IMMATERIAL WAIVERS

            The Security Trustee may, on such terms and conditions as it may
            deem expedient, without the consent of the Secured Creditors, and
            without prejudice to its rights in respect of any subsequent breach:

            (a)  (WAIVER OF BREACHES): agree to any waiver or authorisation of
                 any breach or proposed breach of any of the terms and
                 conditions of the Transaction Documents; and

            (b)  (WAIVER OF EVENTS OF DEFAULT): determine that any event that
                 would otherwise be an Event of Default will not be treated as
                 an Event of Default for the purpose of this Deed,

            which is not, in the opinion of the Security Trustee, materially
            prejudicial to the interests of the Secured Creditors as a class. No
            such waiver, authorisation or determination may be made in
            contravention of any prior directions contained in an Extraordinary
            Resolution of the Voting Secured Creditors. Any such waiver,
            authorisation or determination will, if the Security Trustee so
            requires, be notified to the Secured Creditors by the Manager as
            soon as practicable after it is made in accordance with this Deed.

9.6         ACCELERATION OF SECURED MONEYS FOLLOWING EVENT OF DEFAULT

            If any Event of Default occurs, at any time thereafter if the Event
            of Default is continuing, the Security Trustee may by written notice
            to the Trustee and the Manager, declare in accordance with this Deed
            the Secured Moneys to be immediately due and payable, whereupon the
            Secured Moneys will immediately become due and payable (subject to
            the limitation contained in clause 29 of the Series Supplement or
            any equivalent limitation in relation to the relevant Secured
            Moneys).

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10.         RECEIVERS - APPOINTMENT AND POWERS

10.1        APPOINTMENT OF RECEIVER

            (a)  (CONDITIONS OF APPOINTMENT): Following the occurrence of an
                 Event of Default, if the Voting Secured Creditors pass the
                 Extraordinary Resolutions under or referred to in clause
                 8.2(b), the Security Trustee must appoint in writing a person
                 or persons to be a receiver or receiver and manager of the
                 Charged Property to deal with the Charged Property in
                 accordance with any instructions given by the Voting Secured
                 Creditors by Extraordinary Resolution and may withdraw the
                 appointment of any such Receiver as to the Charged Property and
                 in case of the removal, retirement or death of any such
                 Receiver may appoint another person or persons in its place on
                 substantially the same terms as the previous Receiver.

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<PAGE>

            (b)  (NO LIABILITY FOR RECEIVER): Neither the Trustee nor the
                 Security Trustee will be responsible for anything done or not
                 done by a Receiver. However, the Security Trustee must to the
                 extent of a prudent security trustee monitor the performance by
                 any person or persons appointed by it under clause 10.1(a) of
                 that person's or those persons' duties as Receiver of the
                 Charged Property.

10.2        JOINT RECEIVERS

            If more than one person is appointed as a Receiver of the Charged
            Property, the Security Trustee may specify whether such appointment
            and the powers of each such person will at its option be joint or
            joint and several and, failing such specification, such appointment
            and the powers of each such person will be deemed to be joint and
            several.

10.3        REMUNERATION OF RECEIVER

            The Security Trustee must fix the remuneration of a Receiver in
            accordance with the terms of the Extraordinary Resolution passed
            under clause 8.2(b).

10.4        INDEMNIFICATION OF RECEIVER

            Without limiting the generality of clause 10.7, each Receiver must
            be granted an indemnity for its remuneration, costs, liabilities and
            expenses by the Security Trustee. However, the Security Trustee will
            not be required to grant such indemnity to a Receiver unless it is
            reasonably satisfied that its liability under that indemnity is
            limited so as not to exceed the Security Trustee's right of
            indemnity out of the Security Trust Fund. Any moneys payable by the
            Security Trustee under such an indemnity must be paid out of the
            Charged Property in accordance with this Deed and will form part of
            the Secured Moneys.

10.5        APPOINTMENT OVER PART

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

10.6        POWERS OF RECEIVER

            A Receiver, without the need for any consent from the Trustee, has
            all of the following powers in addition to any of the other powers
            conferred by this Deed:

            (a)  (TO TAKE POSSESSION): to enter, take possession of, have access
                 to, make use of and collect and manage the Charged Property;

            (b)  (TO COLLECT MONEYS): to convert, liquidate and reduce the
                 Charged Property into money and, except as provided in clause
                 13.6, to convert any of the Charged Property denominated in a
                 Foreign Currency into Australian dollars;

            (c)  (TO CARRY ON BUSINESS): to carry on or concur in carrying on
                 any business then conducted by the Trustee and to effect all
                 insurances and do all acts which the Trustee might do in the
                 ordinary course of such business for the protection or
                 improvement of the Charged Property;

            (d)  (TO BORROW OR RAISE MONEY): to borrow or raise in any way from
                 the Security Trustee or any other person any moneys which may
                 be required for the purposes referred to in this Deed and in
                 the name of the Trustee or otherwise to secure any moneys so
                 borrowed or raised by the grant of any Security Interest over
                 the Charged Property or any part thereof so that such Security
                 Interest ranks in priority to, equally with or after the
                 Charge, provided that the Security

                                                                              24
<PAGE>

                 Trustee will not be bound to enquire as to the necessity or
                 propriety of any such borrowing or raising nor be responsible
                 for the misapplication or non-application of any moneys so
                 borrowed or raised;

            (e)  (TO EMPLOY): to employ managers, solicitors, auctioneers,
                 brokers, consultants, professional advisers, workmen, officers,
                 agents, employees and servants, including any person associated
                 with a firm or company in which the Receiver is a member or in
                 which he is interested and such person may charge for his
                 services as if he had been independently retained for all or
                 any of the purposes in this Deed referred to at such salaries
                 or remuneration as the Receiver thinks fit and without the need
                 for further enquiry and, without thereby incurring any
                 liability to the Trustee, may act upon such person's advice as
                 to the timing of or any incident or term of any sale including
                 whether or not the Charged Property should be offered for sale
                 by auction and as to the need for and amount of any reserve
                 price and as to the adequacy of any rent or of any price
                 obtainable on sale by private treaty;

            (f)  (TO SELL PROPERTY): to sell or concur in selling whether or not
                 the Receiver has taken possession of the Charged Property, by
                 public auction, private treaty or tender, for cash or on
                 credit, in one lot or in parcels with or without special
                 conditions or stipulations as to title, the time and the mode
                 of payment of purchase moneys and otherwise, as the Receiver
                 thinks fit with power to allow the purchase moneys to remain on
                 mortgage over the property sold or on any other security or
                 without any security and upon such other terms and conditions
                 as the Receiver considers expedient with full power to buy in
                 and to rescind or vary any contract for sale and to resell
                 without being responsible for loss and to exercise all or any
                 rights powers and remedies of the Trustee thereunder and to
                 execute such contracts, deeds, agreements, transfers,
                 assignments and assurances of all or any part of the Charged
                 Property in the name and on behalf of the Trustee or otherwise
                 and to do all other acts and things for implementing and
                 completing any such sale that the Receiver deems necessary;

            (g)  (TO GIVE UP POSSESSION): to give up possession of the Charged
                 Property at any time;

            (h)  (TO INVEST PROCEEDS AGAINST CONTINGENCIES): if any of the
                 Secured Moneys are contingent, to invest deposit or hold any
                 part of the Charged Property in such form or in such mode of
                 investment for the time being as the Receiver in its absolute
                 discretion thinks fit, with like power to vary, transpose or
                 re-invest such investments or deposits from time to time until
                 such part of the Secured Moneys cease to be contingent;

            (i)  (TO ENTER INTO CONTRACTS): to enter into, vary or terminate any
                 contract, undertaking, covenant, instrument, obligation or
                 arrangement with any person for any purpose connected with this
                 Deed or the Charged Property or in furtherance of any power in
                 this Deed upon such terms and conditions as the Receiver in its
                 absolute discretion thinks fit including, without limitation,
                 granting or conferring options to in favour of or exercisable
                 by any person for the purpose of or in connection with the
                 sale, purchase, leasing or hiring of the Charged Property;

            (j)  (TO PERFORM CONTRACTS): to perform, observe and carry out and
                 enforce specific performance of, to exercise or refrain from
                 exercising, the Trustee's rights and powers under, to obtain
                 the benefit of and to vary or rescind, all

                                                                              25
<PAGE>

                 contracts and rights forming part of the Charged Property and
                 all instruments and arrangements entered into or held by the
                 Trustee;

            (k)  (TO TAKE PROCEEDINGS): to institute, conduct or defend any
                 proceedings in law, equity or bankruptcy and to submit to
                 arbitration in the name of the Trustee or otherwise and on any
                 terms any proceeding, claim, question or dispute in connection
                 with the Charged Property or otherwise;

            (l)  (TO COMPROMISE): to make any settlement, arrangement or
                 compromise regarding any action or dispute arising in
                 connection with the Charged Property, to grant to any person
                 involved therein time or other indulgence and to execute such
                 releases or discharges in connection therewith as the Receiver
                 thinks expedient in the interests of the Security Trustee;

            (m)  (TO APPEAL): to appeal against or to enforce any judgment or
                 order;

            (n)  (TO BANKRUPT DEBTORS AND WIND-UP COMPANIES): to make debtors
                 bankrupt and to wind-up companies and to do all things in
                 connection with any bankruptcy or winding up which the Receiver
                 thinks necessary for the recovery or protection of the Charged
                 Property or any part thereof or for the security or other
                 benefit of the Security Trustee or the Secured Creditors;

            (o)  (TO DELEGATE): with the consent in writing of the Security
                 Trustee, to delegate to any person for such time or times as
                 the Security Trustee approves, any of the powers in this Deed
                 conferred upon the Receiver including this power of delegation;

            (p)  (TO FILE): to file all certificates, registrations and other
                 documents and to take any and all action on behalf of the
                 Trustee which the Security Trustee or Receiver believes
                 necessary to protect, preserve or improve any or all of the
                 Charged Property and the rights of the Trustee and the Security
                 Trustee in respect of any agreement for sale and to obtain for
                 the Security Trustee all of the benefits of this Deed and in
                 particular the placing of the Trustee into liquidation or the
                 appointment of a Receiver is deemed to be an event against
                 which the Security Trustee may protect its rights;

            (q)  (TO OPERATE BANK ACCOUNTS): to operate to the exclusion of the
                 Trustee any bank account in the name of the Trustee whether
                 alone or jointly and to withdraw any moneys to the credit of
                 such account and to sign and endorse or to authorise others to
                 sign and endorse in the name of the Trustee cheques, promissory
                 notes, bills of exchange and other negotiable instruments;

            (r)  (TO EXERCISE TRUSTEE'S POWERS): to exercise all the powers,
                 rights and entitlements conferred upon the Trustee under the
                 terms of, or pursuant to the general law or Statute in respect
                 of, any Charged Property;

            (s)  (TO DO ALL OTHER THINGS NECESSARY): to do all things necessary
                 to perform observe and fulfil any of the covenants on the part
                 of the Trustee under this Deed; and

            (t)  (TO DO SUCH THINGS AS ARE EXPEDIENT): to do all such other acts
                 and things without limitation as it thinks expedient for the
                 interests of the Security Trustee or the Secured Creditors,

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<PAGE>

            and will have such further powers and discretions as the Security
            Trustee by notice in writing to the Receiver confers upon the
            Receiver for the purposes referred to in this clause 10.6.

10.7        INDEMNITY

            The Security Trustee may give such indemnities to the Receiver in
            respect of the performance by the Receiver of his duties as are
            permitted by law and if the Security Trustee is obliged to pay any
            moneys pursuant to any such indemnity the same will become part of
            the Secured Moneys.

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11.         POWERS AND PROTECTIONS FOR SECURITY TRUSTEE AND RECEIVER AND POWER
            OF ATTORNEY

11.1        SECURITY TRUSTEE HAS POWERS OF RECEIVER

            At any time after an Event of Default occurs, the Security Trustee,
            in addition to the powers conferred on it by any other provision of
            this Deed or by law, may, without giving any notice, exercise all or
            any of the powers conferred on a Receiver, or which would be
            conferred on a Receiver if appointed by this Deed, as if the same
            had been expressly conferred on the Security Trustee and the
            Security Trustee may itself exercise such powers, authorities and
            discretions and/or may appoint an agent or joint and/or several
            agents for that purpose. When any such agent(s) are appointed the
            Security Trustee may:

            (a)  (REMUNERATION OF AGENT): fix the remuneration of such agent(s)
                 upon the same basis that such agent(s) would have been entitled
                 to remuneration if appointed as Receiver(s) pursuant to the
                 provisions of clause 10.3 or otherwise pay the reasonable
                 charges of such agent(s);

            (b)  (WITHDRAW APPOINTMENT OF AGENT): withdraw the appointments of
                 any such agent(s); and

            (c)  (APPOINT ANOTHER AGENT): in the case of the removal, retirement
                 or death of any such agent(s) may appoint another person or
                 persons in its place.

11.2        ACT JOINTLY

            The Security Trustee or Receiver may exercise any of the powers
            conferred upon the Security Trustee or the Receiver in conjunction
            with the exercise of similar powers by the holder of any other
            Security Interests over the Charged Property or part thereof or by
            any receiver appointed by such holder and may enter into and give
            effect to such agreements and arrangements with such other holder or
            receiver as the Security Trustee or Receiver thinks fit.

11.3        NO LIABILITY FOR LOSS

            The Security Trustee is not nor is any Receiver liable or otherwise
            accountable for any omission, delay or mistake or any loss or
            irregularity in or about the exercise, attempted exercise,
            non-exercise or purported exercise of any of the powers of the
            Security Trustee or of the Receiver except for fraud, negligence or
            wilful default.

11.4        NO LIABILITY TO ACCOUNT AS MORTGAGEE IN POSSESSION

            Neither the Security Trustee nor any Receiver will by reason of the
            Security Trustee or the Receiver entering into possession of the
            Charged Property or any part thereof be liable

                                                                              27
<PAGE>

            to account as mortgagee or chargee in possession or for anything
            except actual receipts or be liable for any loss upon realisation or
            for any default, omission, delay or mistake for which a mortgagee or
            chargee in possession might be liable.

11.5        NO CONFLICT

            The Security Trustee and any Receiver may exercise any power under
            this Deed notwithstanding that the exercise of that power involves a
            conflict between any duty owed to the Trustee by the Security
            Trustee or such Receiver and:

            (a)  (DUTY OWED TO OTHERS): any duty owed by the Security Trustee or
                 Receiver to any other person; or

            (b)  (INTEREST OF OTHERS): the interests of the Security Trustee or
                 Receiver.

11.6        CONTRACT INVOLVING CONFLICT OF DUTY

            Any contract which involves any such conflict of duty or interest
            will not be void or voidable by virtue of any such conflict of duty
            or interest nor will the Security Trustee or Receiver be liable to
            account to the Trustee or any other person for any moneys because of
            any such conflict of interest or duty.

11.7        POWER OF ATTORNEY

            The Trustee irrevocably appoints the Security Trustee, each
            Authorised Officer of the Security Trustee, any Receiver and such
            other person or persons as any of such Authorised Officers or
            Receiver (with, in the case of the Receiver, the prior consent of
            the Security Trustee) may for that purpose from time to time
            appoint, severally, the attorney and attorneys of the Trustee to,
            upon the occurrence of an Event of Default:

            (a)  (ACTS): do all acts and things that under this Deed or implied
                 in this Deed ought to be done by the Trustee;

            (b)  (REGISTRATION): take all such steps and proceedings and to do
                 and execute all such acts, deeds and things for securing,
                 perfecting and registering this Deed;

            (c)  (FURTHER ASSURANCE): execute in favour of the Trustee all such
                 legal mortgages, fixed charges, transfers, assignments and
                 other assurances of all or any part of the Charged Property and
                 to do at any time all things necessary to ensure the
                 expeditious stamping and registration of such mortgages,
                 charges, transfers, assignments and other assurances;

            (d)  (COMMENCE PROCEEDINGS): in the name and on behalf of the
                 Trustee or in the name of the Security Trustee or the said
                 attorney to ask demand sue for recover and receive of and from
                 all and every person whomsoever and to give effectual receipts
                 for all or any part of the Charged Property;

            (e)  (DELEGATE): delegate such of its powers (including, and where
                 applicable, this power of delegation) as the Security Trustee
                 would be entitled to delegate under clause 14.3(k) if it held
                 those powers in its own right rather than as attorney of the
                 Trustee to any person for any period and may revoke a
                 delegation;

            (f)  (CONFLICTS): exercise or concur in exercising its powers even
                 if the attorney has a conflict of duty in exercising its powers
                 or has a direct or personal interest in the means or result of
                 that exercise of powers; and

                                                                              28
<PAGE>

            (g)  (FURTHER ACTS): perform and execute all such further and other
                 acts deeds matters and things which will become necessary or be
                 regarded by the Security Trustee or the said attorney as
                 necessary for more satisfactorily securing the payment of the
                 Secured Moneys or as expedient in relation to the Charged
                 Property,

            as effectually as the Trustee could or might do and for all or any
            of the purposes described in paragraphs (a) to (g) above appoint any
            substitute or substitutes for any such attorney and to remove at
            pleasure any attorney or substitute. The Trustee ratifies and
            confirms and agrees to allow, ratify and confirm all and whatsoever
            its attorney lawfully does or causes to be done under and by virtue
            of this power of attorney and declares that this power of attorney
            is to continue to be of full force and effect until all such acts,
            deeds, payments, matters and things as the Security Trustee thinks
            proper to execute, perform, make, institute or carry through have
            been done, made and completed notwithstanding the determination of
            this Deed or of the agreements and arrangements referred to in this
            Deed. The Trustee declares that this power of attorney is
            irrevocable and is given as security.

11.8        SECURITY TRUSTEE MAY MAKE GOOD DEFAULT

            If the Trustee defaults in duly performing, observing and fulfilling
            any covenant on the part of the Trustee in this Deed contained or
            implied it will be lawful for, but not obligatory upon the Security
            Trustee, without prejudice to any other power of the Security
            Trustee, to do all things and pay all moneys necessary or expedient
            in the opinion of the Security Trustee to make good or to attempt to
            make good such default to the satisfaction of the Security Trustee
            and all such moneys will form part of the Secured Moneys.

11.9        NOTICE FOR EXERCISE OF POWERS

            (a)  (NO NOTICE REQUIRED): The powers conferred on the Security
                 Trustee or the Receiver by this Deed, by any Statute or by the
                 general law may be exercised by the Security Trustee, the
                 Receiver or any attorney of the Trustee under this Deed,
                 immediately upon or at any time after the Charge becomes
                 enforceable without any notice or expiration of time being
                 necessary.

            (b)  (WHERE NOTICE IS MANDATORY): 1 day is fixed as the period:

                 (i)    for which an Event of Default must continue before the
                        Security Trustee may serve any notice in writing as may
                        be specified in any Statute affecting the Security
                        Trustee's powers; and

                 (ii)   for which an Event of Default must continue after the
                        service of notice before any power of sale given by any
                        such Statute may be exercised.

11.10       BENEFIT FOR RECEIVER ETC.

            The Security Trustee will be deemed to have accepted the benefit of
            this clause 11 as agent for the Receiver and any attorney, agent or
            other person appointed under this Deed or by the Security Trustee
            who are not parties to this Deed and the Security Trustee will hold
            the benefit of such provisions on trust for the benefit of those
            grantees.

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<PAGE>

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12.         PROTECTION OF PERSONS DEALING WITH SECURITY TRUSTEE OR RECEIVER

12.1        NO ENQUIRY

            No purchaser or other person dealing with the Security Trustee, the
            Receiver or any attorney appointed under this Deed or to whom is
            tendered for registration an instrument executed by the Security
            Trustee, the Receiver or any attorney appointed under this Deed,
            will be bound to inquire as to whether any Event of Default has
            occurred or whether the Charge has become enforceable or whether any
            Secured Moneys are owing or payable or whether the Receiver or
            attorney has been properly appointed or the propriety or regularity
            of the exercise or purported exercise of any power by the Security
            Trustee, the Receiver or such attorney or any other matter or thing
            or be affected by actual or constructive notice that any lease,
            sale, dealing or instrument is unnecessary or improper and
            notwithstanding any irregularity or impropriety in any lease, sale,
            dealing or instrument the same will as regards the protection and
            title of the lessee, purchaser or such other person be deemed to be
            authorised by the aforesaid powers and will be valid and effectual
            accordingly.

12.2        RECEIPTS

            The receipt of the Security Trustee, the Receiver or any attorney
            appointed under this Deed of any moneys or assets which come into
            the hands of the Security Trustee, the Receiver or such attorney by
            virtue of the powers of the Security Trustee, the Receiver or the
            attorney will as to the moneys or assets paid or handed over
            effectually discharge the person, other than the Trustee, paying or
            handing over the money or assets from being concerned to see to the
            application or being answerable or accountable for any loss or
            misapplication thereof and from any liability to inquire whether the
            Charge has become enforceable or whether the Secured Moneys have
            become payable pursuant to the provisions of this Deed or otherwise
            as to the propriety or regularity of the appointment of such
            Receiver or attorney or the propriety or regularity of the exercise
            of such powers by the Security Trustee, the Receiver or the attorney
            (as the case may be).

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13.         APPLICATION OF MONEYS

13.1        PRIORITY OF PAYMENTS

            Subject to clause 13.6, all moneys received in connection with this
            Deed by the Security Trustee or by the Receiver in relation to the
            Charged Property pursuant to the provisions of this Deed are to be
            applied as follows:

            (a)  (SECURITY TRUSTEE'S INDEMNITY AND THE PRIOR INTEREST): first,
                 rateably towards satisfaction of amounts which become owing or
                 payable under clauses 16.1, 16.2 and 16.3 (except the
                 Receiver's remuneration) and in payment of the Prior Interest;

            (b)  (FEES): second, in payment rateably of any fees and any
                 liabilities, losses, costs, claims, actions, damages, expenses,
                 demands, charges, stamp duties and other Taxes due to the
                 Security Trustee, the US Dollar Note Trustee or any Agent and
                 the Receiver's remuneration;

            (c)  (OUTGOINGS): third, in payment rateably of such other outgoings
                 and/or liabilities that the Receiver, the Security Trustee or
                 the US Dollar Note Trustee has incurred in performing their
                 obligations, or exercising their powers, under

                                                                              30
<PAGE>

                 this Deed and, in the case of the US Dollar Note Trustee, under
                 the US Dollar Note Trust Deed;

            (d)  (PAYMENT OF PRIOR SECURITY INTEREST): fourth, in payment of
                 other Security Interests (if any) over the Charged Property of
                 which the Security Trustee is aware having priority to the
                 Charge (other than the Prior Interest), in the order of their
                 priority (and the Security Trustee and the Receiver are
                 entitled to rely upon a certificate from the holder of the
                 prior Security Interest as to the amount so secured and will
                 not be bound to enquire further as to the accuracy of that
                 amount or as to whether that amount or any part thereof is
                 validly secured by such other prior Security Interest);

            (e)  (PAYMENT OF CLASS A-1 CURRENCY SWAP TERMINATION PROCEEDS TO
                 CLASS A- 1 NOTE HOLDERS): fifth, in payment to the Class A-1
                 Noteholders of the Class A-1 Currency Swap Termination Proceeds
                 (if any) toward satisfaction of any Secured Moneys owing in
                 relation to the Class A-1 Notes (such Secured Moneys for this
                 purpose will be denominated in US dollars);

            (f)  (PAYMENT OF OUTSTANDING CASH ADVANCE DEPOSIT): sixth, in
                 payment to the Liquidity Facility Provider of the Outstanding
                 Cash Advance Deposit;

            (g)  (PAYMENT OF ACCRUED INTEREST ADJUSTMENT, COLLATERAL AND
                 PREPAYMENTS): seventh, in payment rateably to:

                 (i)    each Seller of so much of the Accrued Interest
                        Adjustment in respect of the Mortgage Loans forming part
                        of the Assets of the Series Trust that has not then been
                        paid to that Seller; and

                 (ii)   each Interest Rate Swap Provider of the Outstanding
                        Interest Rate Swap Prepayment Amount;

            (h)  (PAYMENT OF SECURED MONEYS TO SENIOR SECURITYHOLDERS, THE HEDGE
                 PROVIDERS, THE LIQUIDITY FACILITY PROVIDER, THE STANDBY REDRAW
                 FACILITY PROVIDER AND THE SELLERS): eighth, in payment
                 rateably:

                 (i)    subject to clause 13.5(b) in the case of the Class A-1
                        Noteholders, to the Senior Securityholders of all other
                        Secured Moneys owing in relation to the Senior
                        Securities (the Secured Moneys owing in respect of the
                        principal component of the Senior Securities for this
                        purpose will be calculated based on their Stated Amount
                        and such Secured Moneys in respect of the Class A-1
                        Notes will be converted from US dollars to Australian
                        dollars in accordance with clause 13.5(a)), to be
                        applied amongst them:

                        A.     first, towards all interest accrued but unpaid on
                               the Senior Securities at that time (to be
                               distributed rateably amongst the Senior
                               Securities); and

                        B.     second, in reduction of the Stated Amount in
                               respect of the Senior Securities at that time (to
                               be distributed rateably amongst the Senior
                               Securities);

                 (ii)   to the Liquidity Facility Provider of any other Secured
                        Moneys owing to the Liquidity Facility Provider under
                        the Liquidity Facility Agreement;

                                                                              31
<PAGE>

                 (iii)  to the Standby Redraw Facility Provider of any Secured
                        Moneys owing to the Standby Redraw Facility Provider
                        under the Standby Redraw Facility Agreement (the Secured
                        Moneys owing in respect of the principal component of
                        the Standby Redraw Facility Agreement for this purpose
                        will be calculated by reference to the Standby Redraw
                        Facility Principal);

                 (iv)   to each Hedge Provider rateably of any other Secured
                        Moneys owing to that Hedge Provider under the Hedge
                        Agreements; and

                 (v)    to each Seller of the amount of all then Seller Advances
                        which have not been repaid to the that Seller in
                        accordance with the Series Supplement;

            (i)  (PAYMENT OF OTHER SECURED MONEYS FOR SENIOR SECURITYHOLDERS):
                 ninth, subject to clause 13.5(b) in the case of the Class A-1
                 Noteholders, to the Senior Securityholders and the Standby
                 Redraw Facility Provider of all Unreimbursed Principal
                 Charge-Offs constituting remaining Secured Moneys owing in
                 respect of the Senior Securities or Standby Redraw Facility
                 Agreement (such Secured Moneys in respect of the Class A-1
                 Notes will be converted from US dollars to Australian dollars
                 in accordance with clause 13.5(a)) to be distributed rateably
                 amongst the Senior Securityholders and the Standby Redraw
                 Facility Provider;

            (j)  (PAYMENT OF EXCHANGE RATE DIFFERENTIAL TO CLASS A-1
                 NOTEHOLDERS): tenth, if after the application of clause 13.5(b)
                 in respect of any Australian dollar payments under clauses
                 13.1(h) and (i), and after the application of clause 13.1(e)
                 there are still Secured Moneys owing in respect of the Class
                 A-1 Notes (denominated in US dollars), in payment, subject to
                 clause 13.5(b), amongst the Class A-1 Notes of such remaining
                 Secured Moneys owing in relation to the Class A-1 Notes until,
                 after the further application of clause 13.5(b), all Secured
                 Moneys owing in respect of the Class A-1 Notes (denominated in
                 US dollars) are paid to the Class A-1 Noteholders;

            (k)  (PAYMENT OF SECURED MONEYS TO CLASS B NOTEHOLDERS): eleventh,
                 to the Class B Noteholders in repayment of all Secured Moneys
                 owing in relation to the Class B Notes to be applied amongst
                 them:

                 (i)    first, towards all interest accrued but unpaid on the
                        Class B Notes at that time (to be distributed equally
                        amongst such Class B Notes); and

                 (ii)   second, in reduction of the Invested Amount in respect
                        of the Class B Notes at that time (to be distributed
                        equally amongst the Class B Notes);

            (l)  (OTHER SECURED MONEYS): twelfth, to pay rateably to each
                 Secured Creditor any remaining amounts forming part of the
                 Secured Moneys and owing to that Secured Creditor;

            (m)  (SUBSEQUENT SECURITY INTERESTS): thirteenth, in payment of
                 subsequent Security Interests over the Charged Property of
                 which the Security Trustee is aware, in the order of their
                 priority and the Security Trustee and the Receiver will be
                 entitled to rely upon a certificate from the holder of any
                 subsequent Security Interests as to the amount so secured and
                 will not be bound to enquire

                                                                              32
<PAGE>

                 further as to the accuracy of that amount or as to whether that
                 amount or any part thereof is validly secured by the subsequent
                 Security Interests; and

            (n)  (SURPLUS): fourteenth, to pay the surplus (if any) to the
                 Trustee to be distributed by the Trustee in accordance with the
                 terms of the Master Trust Deed and the Series Supplement, but
                 will not carry interest as against the Security Trustee.

13.2        MONEYS RECEIVED

            In applying any moneys towards satisfaction of the Secured Moneys,
            the Trustee will be credited only with so much of the moneys
            available for that purpose as the Security Trustee or the Receiver
            has actually received and is not required for whatever reason to be
            disgorged, such credit to date from the time of such receipt.

13.3        APPLICATION OF MONEYS

            Notwithstanding any principle or presumption of law to the contrary
            or any direction given at the time of it being received by the
            Security Trustee or the Receiver, the Security Trustee and the
            Receiver each has, subject to this Deed, an absolute discretion
            without the need to communicate its election to any person to apply
            any payment or credit received by it under this Deed in reduction of
            any part or parts of the Secured Moneys, whenever and on whatever
            account the same became secured.

13.4        INVESTMENT OF FUNDS

            Unless expressly provided in this Deed, all moneys received by the
            Security Trustee following the Charge becoming enforceable and not
            required to be immediately applied under this Deed will be invested
            by the Security Trustee as it thinks appropriate in Authorised
            Short-Term Investments on the following terms and conditions:

            (a)  (MAY VARY): the Security Trustee may from time to time vary and
                 deal with or dispose of such investments; and

            (b)  (MATURITY): the Security Trustee must invest only in Authorised
                 Short-Term Investments that mature such that the Security
                 Trustee is able to distribute the proceeds of those investments
                 in or towards discharge of the Secured Moneys as they become
                 due and payable.

13.5        CONVERSION INTO A$ OF CLASS A-1 NOTES DENOMINATED IN US$

            (a)  (CONVERSION FOR THE PURPOSES OF CLAUSE 13.1(H)(I) AND CLAUSE
                 13.1(I)): In calculating the amount of any Secured Moneys to be
                 distributed to the Class A-1 Noteholders in accordance with
                 clause 13.1(h)(i) and clause 13.1(i), the Security Trustee will
                 convert the amount of such Secured Moneys from US dollars to
                 Australian dollars at the exchange rate below which produces
                 the lowest amount in Australian dollars:

                 (i)    the A$ Exchange Rate; or

                 (ii)   the spot exchange rate as advised to the Security
                        Trustee by the Manager between US dollars and Australian
                        dollars used for the calculation of any amounts payable
                        on the occurrence of an "Early Termination Date" (if
                        any) under the Class A-1 Currency Swap (or, if
                        different, the average of such rates).

                                                                              33
<PAGE>

            (b)  (PAYMENTS IN US$): All actual payments to the Class A-1
                 Noteholders by the Security Trustee pursuant to this Deed must
                 be made in US dollars. The Security Trustee must convert (and
                 pay to the Class A-1 Noteholders) all Australian dollar amounts
                 payable to the Class A-1 Noteholders under clauses 13.1(h) and
                 (i) (and, if applicable, clause 13.1(j)) at the rate that it is
                 able to acquire US dollars in the Australian spot foreign
                 exchange market. It need only apply so many Australian dollars
                 for this purpose as is sufficient to acquire the necessary US
                 dollars, when combined with the US dollars (if any) from the
                 application of clause 13.1(e), as equals the Secured Moneys
                 (denominated in US dollars) owing in respect of the Class A-1
                 Notes. If, after the application of this clause 13.5(b), there
                 is any surplus of Australian dollars these are to be applied in
                 accordance with clause 13.1(h) to the other Secured Creditors
                 referred to therein (if necessary) and clauses 13.1(k)-(n) (as
                 applicable);

            (c)  (VOTING ENTITLEMENTS): In calculating the Secured Moneys in
                 respect of the Class A-1 Notes for the purposes of the
                 definitions of "Voting Entitlements" and "Voting Secured
                 Creditors" and the Secured Moneys for the Annexure, such
                 Secured Moneys will be converted to Australian dollars from US
                 dollars in accordance with clause 13.5(a).

13.6        APPLICATION OF CLASS A-1 CURRENCY SWAP TERMINATION PROCEEDS

            Any Class A-1 Currency Swap Termination Proceeds received by the
            Security Trustee must be retained by the Security Trustee in US
            dollars and must be invested by it in a US dollar interest bearing
            account with a bank or other financial institution selected by it
            and must be applied, if there are any Secured Moneys owing in
            respect of the Class A-1 Notes, first in accordance with clause
            13.1(e). If there are no such Secured Moneys owing in respect of the
            Class A-1 Notes, or only part of the Class A-1 Swap Termination
            Proceeds are sufficient to pay all Secured Moneys (denominated in US
            dollars) owing in respect of the Class A-1 Notes, the balance may be
            converted to Australian dollars for application in accordance with
            clause 13.1.

13.7        SATISFACTION OF DEBTS

            Each Secured Creditor will accept the distribution of money to it
            under clause 13.1 in full and final satisfaction of all Secured
            Moneys owing to it and any debt represented by any shortfall after
            any final distribution under clause 13.1 will thereupon be
            extinguished.

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14.         SUPPLEMENTAL SECURITY TRUSTEE PROVISIONS

14.1        LIMITATIONS ON POWERS AND DUTIES OF SECURITY TRUSTEE

            Notwithstanding any other provision of this Deed, unless and until
            there is an Event of Default, the Security Trustee has no powers,
            rights, duties or responsibilities other than:

            (a)  (TO HOLD ON TRUST): the duty to hold the Security Trust Fund on
                 trust;

            (b)  (TO TAKE THE BENEFIT OF THE CHARGE): the power to take the
                 benefit of the Charge (but not to take any action to enforce
                 the Charge); and

            (c)  (PRE-DEFAULT ACTION): the power to perform a Pre-Default
                 Action.

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<PAGE>

            Prior to the Security Trustee becoming aware of the occurrence of an
            Event of Default, the Security Trustee is not required to take and
            may not take any action under this Deed other than Pre-Default
            Actions.

14.2        LIMITATION ON SECURITY TRUSTEE'S ACTIONS

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

14.3        ADDITIONAL POWERS, PROTECTIONS, ETC.

            By way of supplement to any Statute regulating the Security Trust
            and in addition to the powers, rights and protections which may from
            time to time be vested in or available to the Security Trustee by
            the general law, it is expressly declared, notwithstanding anything
            to the contrary in this Deed (and subject only to clause 15.2) as
            follows:

            (a)  (LIABILITY TO ACCOUNT): The Security Trustee is under no
                 obligation to account to any Interested Person for any moneys
                 received pursuant to this Deed other than those received by the
                 Security Trustee from the Trustee or received or recovered by
                 the Security Trustee or the Receiver under this Deed, subject
                 always to such deductions and withholdings by the Security
                 Trustee or the Receiver as are authorised by this Deed. Subject
                 to clauses 14.4 and 15.3, the liabilities of the Security
                 Trustee to any Interested Person or any other person under or
                 in connection with this Deed can only be enforced against the
                 Security Trustee to the extent to which they can be satisfied
                 out of such moneys in accordance with this Deed.

            (b)  (ACT ON PROFESSIONAL ADVICE): The Security Trustee may act on
                 the opinion or advice of, or information obtained from, any
                 lawyer, valuer, banker, broker, accountant or other expert
                 appointed by the Security Trustee or by a person other than
                 Security Trustee where that opinion, advice or information is
                 addressed to the Security Trustee or by its terms is expressed
                 to be capable of being relied upon by the Security Trustee. The
                 Security Trustee will not be responsible to any Interested
                 Person for any loss occasioned by so acting. Any such opinion,
                 advice or information may be sent or obtained by letter, telex
                 or facsimile transmission and the Security Trustee will not be
                 liable to any Interested Person for acting in good faith on any
                 opinion, advice or information purporting to be conveyed by
                 such means even though it contains some error which is not a
                 manifest error or is not authentic.

            (c)  (NO ENQUIRY): The Security Trustee is not bound to give notice
                 to any person of the execution of this Deed or to take any
                 steps to ascertain whether there has occurred any Event of
                 Default or event which, with the giving of notice or the lapse
                 of time would constitute an Event of Default or to keep itself
                 informed about the circumstances of the Trustee or the Manager
                 and, until it has knowledge or express notice to the contrary,
                 the Security Trustee may assume that no Event of Default has
                 occurred and that the Trustee and the Manager and any other
                 party to the Transaction Documents (other than the Security
                 Trustee) are observing and performing all the obligations on
                 their part contained in the Transaction Documents and need not
                 inquire whether that is, in fact, the case.

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<PAGE>

            (d)  (NOTICE OF EVENT OF DEFAULT): The Security Trustee is not
                 obliged to notify the Secured Creditors of the happening of any
                 Event of Default except in the circumstances set out in clause
                 8.1.

            (e)  (ACTS PURSUANT TO RESOLUTIONS): The Security Trustee will not
                 be responsible for having acted in good faith upon any
                 resolution purporting to have been passed at any meeting of the
                 Voting Secured Creditors 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 such meeting or
                 the passing of such resolution or that for any reason such
                 resolution was not valid or binding upon the Secured Creditors
                 or upon the Security Trustee.

            (f)  (RELIANCE): The Security Trustee is, for any purpose and at any
                 time, entitled to rely on, act upon, accept and regard as
                 conclusive and sufficient (without being in any way bound to
                 call for further evidence or information or being responsible
                 for any loss that may be occasioned by such reliance,
                 acceptance or regard) any of the following:

                 (i)    any information, report, balance sheet, profit and loss
                        account, certificate or statement supplied by the
                        Trustee or the Manager or by any officer, auditor or
                        solicitor of the Trustee or the Manager;

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

                 (iii)  all accounts supplied to the Security Trustee pursuant
                        to this Deed and all reports of the Auditor supplied to
                        the Security Trustee pursuant to this Deed; and

                 (iv)   notices and other information supplied to the Security
                        Trustee under this Deed,

                 save, in each case, when it is aware that the information
                 supplied pursuant to subclauses (i) to (iv) is incorrect or
                 incomplete.

            (g)  (DIRECTOR'S CERTIFICATES): The Security Trustee may call for
                 and may accept as sufficient evidence of any fact or matter or
                 of the expediency of any dealing, transaction, step or thing a
                 certificate signed by any two directors or duly authorised
                 officers of the Trustee or the Manager as to any fact or matter
                 upon which the Security Trustee may, in the exercise of any of
                 its duties, powers, authorities and discretions under this
                 Deed, require to be satisfied or to have information to the
                 effect that in the opinion of the person or persons so
                 certifying any particular dealing, transaction, step or thing
                 is expedient and the Security Trustee will not be bound to call
                 for further evidence and will not be responsible for any loss
                 that may be occasioned by acting on any such certificate.

            (h)  (CUSTODY OF DOCUMENTS): The Security Trustee may hold or
                 deposit this Deed and any deed or documents relating to this
                 Deed or to the Transaction Documents with any banker or banking
                 company or entity whose business includes undertaking the safe
                 custody of deeds or documents or with any lawyer or firm of
                 lawyers believed by it to be of good repute and the Security
                 Trustee will not be responsible for any loss incurred in
                 connection with any

                                                                              36
<PAGE>

                 such holding or deposit and may pay all sums to be paid on
                 account of or in respect of any such deposit.

            (i)  (DISCRETION): The Security Trustee, as regards all the powers,
                 trusts, authorities and discretions vested in it, has, subject
                 to any express provision to the contrary contained in this
                 Deed, absolute and uncontrolled discretion as to the exercise
                 of such powers, authorities, trusts and discretions and, in the
                 absence of fraud, negligence or wilful default on its part,
                 will be in no way responsible to any Interested Person or any
                 other person for any loss, costs, damages, expenses or
                 inconvenience which may result from the exercise or
                 non-exercise of such powers, authorities, trusts and
                 discretions.

            (j)  (EMPLOY AGENTS): Wherever it considers it expedient in the
                 interests of the Secured Creditors, the Security Trustee may,
                 instead of acting personally, employ and pay an agent selected
                 by it, whether or not a lawyer or other professional person, to
                 transact or conduct, or concur in transacting or conducting any
                 business and to do or concur in doing all acts required to be
                 done by the Security Trustee (including the receipt and payment
                 of money under this Deed). The Security Trustee will not be
                 responsible to any Interested Person for any misconduct, or
                 default on the part of any such person appointed by it under
                 this Deed or be bound to supervise the proceedings or acts of
                 any such person, provided that any such person will be a person
                 who is in the opinion of the Security Trustee appropriately
                 qualified to do any such things and is otherwise selected with
                 reasonable care and in good faith. Any such agent being a
                 lawyer, banker, broker or other person engaged in any
                 profession or business will be entitled to charge and be paid
                 all usual professional and other charges for business
                 transacted and acts done by him or her or any partner of his or
                 her or by his or her firm in connection with this Deed and also
                 his or her reasonable charges in addition to disbursements for
                 all other work and business done and all time spent by him or
                 her or his or her partners or firm on matters arising in
                 connection with this Deed including matters which might or
                 should have been attended to in person by a trustee not being a
                 lawyer, banker, broker or other professional person.

            (k)  (DELEGATION): Subject to clause 14.7, the Security Trustee may
                 whenever it thinks it expedient in the interests of Secured
                 Creditors, delegate to any person or fluctuating body of
                 persons selected by it all or any of the duties, powers,
                 authorities, trusts and discretions vested in the Security
                 Trustee by this Deed provided that, except as provided in any
                 Transaction Documents, the Security Trustee may not delegate to
                 such third parties any material part of its powers, duties or
                 obligations as Security Trustee. Any such delegation may be by
                 power of attorney or in such other manner as the Security
                 Trustee may think fit and may be made upon such terms and
                 conditions (including power to sub-delegate) and subject to
                 such regulations as the Security Trustee may think fit.
                 Provided that the Security Trustee has exercised reasonable
                 care and good faith in the selection of such delegate, it will
                 not be under any obligation to any Interested Person to
                 supervise the proceedings or be in any way responsible for any
                 loss incurred by reason of any misconduct or default on the
                 part of any such delegate or sub-delegate.

            (l)  (APPLY TO COURT): The Security Trustee may, whenever it thinks
                 it expedient in the interests of the Secured Creditors, apply
                 to any court for directions in relation to any question of law
                 or fact arising either before or after an Event of Default and
                 assent to, or approve, any applications of any Secured
                 Creditor, the Trustee or the Manager.

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<PAGE>

            (m)  (DISCLOSURE): Subject to this Deed, any applicable laws and any
                 duty of confidentiality owed by any Interested Person to any
                 other person, the Security Trustee may, for the purpose of
                 meeting its obligations under this Deed, disclose to any
                 Secured Creditor any confidential, financial or other
                 information made available to the Security Trustee by the
                 Trustee, the Manager, any other Interested Person or any other
                 person in connection with this Deed.

            (n)  (DETERMINATION): The Security Trustee, as between itself and
                 the Secured Creditors, has full power to determine (acting
                 reasonably and in good faith) all questions and doubts arising
                 in relation to any of the provisions of this Deed and every
                 such determination, whether made upon such a question actually
                 raised or implied in the acts or proceedings of the Security
                 Trustee, will be conclusive and will bind the Security Trustee
                 and the Secured Creditors.

            (o)  (DEFECT IN TITLE): The Security Trustee is not bound or
                 concerned to examine or enquire into nor be liable for any
                 defect or failure in the title of the Trustee to the Charged
                 Property and is entitled to accept any such title without
                 requisition or objection.

            (p)  (NOTICE OF CHARGE OR ENFORCEMENT): The Security Trustee is
                 under no obligation to give any notice of the Charge to any
                 debtors of the Trustee or to any purchaser or any other person
                 whomsoever or, subject to this Deed, to enforce payment of any
                 moneys payable to the Trustee or to realise any of the Charged
                 Property or to take any steps or proceedings for that purpose
                 unless the Security Trustee thinks fit to do so.

            (q)  (GIVE UP POSSESSION OF CHARGED PROPERTY): The Security Trustee,
                 acting in accordance with this Deed or the terms of any
                 Extraordinary Resolution passed by the Voting Secured Creditors
                 in accordance with this Deed, may give up possession of the
                 Charged Property at any time.

            (r)  (NO DUTY AS CHARGEE): Nothing in this Deed imposes a duty upon
                 the Security Trustee to exercise its powers as chargee under
                 this Deed or at law in circumstances where a motion at a
                 meeting of Voting Secured Creditors that a receiver be
                 appointed is put and is not passed.

            (s)  (OTHER SECURITY INTERESTS): If the Security Trustee sees fit to
                 redeem or take any transfer of any Security Interest ranking in
                 priority to or pari passu with the Charge including the Prior
                 Interest (the "OTHER SECURITY INTEREST") wholly or in part
                 then, notwithstanding any provision as to interest contained in
                 the Other Security Interest or any presumption of law to the
                 contrary all moneys expended by the Security Trustee in so
                 doing including the consideration paid to the holder of the
                 Other Security Interest, stamp duty and legal costs and
                 disbursements will be deemed to be principal moneys secured by
                 the Other Security Interest, and also part of the Secured
                 Moneys and moneys the payment of which forms part of the
                 obligations of the Trustee under this Deed, and the provisions
                 of this Deed will be deemed incorporated in the Other Security
                 Interest and will prevail over the terms and conditions of the
                 Other Security Interest in the case of any inconsistency.

            (t)  (LIABILITY LIMITED): Except for the obligations imposed on it
                 under this Deed, the Security Trustee is not obliged to do or
                 omit to do any thing including enter into any transaction or
                 incur any liability unless the Security Trustee's liability is
                 limited in a manner satisfactory to the Security Trustee in its
                 absolute discretion.

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<PAGE>

            (u)  (NO DUTY TO PROVIDE INFORMATION): Subject to the express
                 requirements of this Deed and any requirement of applicable
                 law, the Security Trustee has no duty (either initially, or on
                 a continuing basis) to consider or provide any Secured
                 Creditors with any information with respect to the Trustee or
                 the Manager (whenever coming into its possession).

            (v)  (EXERCISE OF RIGHTS SUBJECT TO EXTRAORDINARY RESOLUTION):
                 Without limiting its rights, powers and discretions, but
                 subject to its express duties or obligations under this Deed
                 (including, without limiting the generality of the foregoing,
                 clause 8) the Security Trustee will not be required to exercise
                 any right, power or discretion (including to require anything
                 to be done, form any opinion or give any notice, consent or
                 approval) without the specific instructions of the Voting
                 Secured Creditors given by Extraordinary Resolution.

            (w)  (NO LIABILITY FOR ACTING IN ACCORDANCE WITH DIRECTIONS): The
                 Security Trustee is not to be under any liability whatsoever
                 for acting in accordance with any direction obtained from
                 Voting Secured Creditors at a meeting convened under clause 8.

            (x)  (NO LIABILITY FOR BREACH): The Security Trustee is not to be
                 under any liability whatsoever for a failure to take any action
                 in respect of any breach by the Trustee of its duties as
                 trustee of the Series Trust of which the Security Trustee is
                 not aware or in respect of any Event of Default of which the
                 Security Trustee is not aware.

            (y)  (DISPUTE OR AMBIGUITY): In the event of any dispute or
                 ambiguity as to the construction or enforceability of this Deed
                 or any other Transaction Document, or the Security Trustee's
                 powers or obligations under or in connection with this Deed or
                 the determination or calculation of any amount or thing for the
                 purpose of this Deed or the construction or validity of any
                 direction from Voting Secured Creditors, provided the Security
                 Trustee is using reasonable endeavours to resolve such
                 ambiguity or dispute, the Security Trustee, in its absolute
                 discretion, may (but will have no obligation to) refuse to act
                 or refrain from acting in relation to matters affected by such
                 dispute or ambiguity.

14.4        LIMITATION OF LIABILITY

            Notwithstanding any other provision of this Deed, the Security
            Trustee will have no liability under or in connection with this Deed
            or any other Transaction Document (whether to the Secured Creditors,
            the Trustee, the Manager or any other person) other than to the
            extent to which the liability is able to be satisfied out of the
            property of the Security Trust Fund from which the Security Trustee
            is actually indemnified for the liability. This limitation will not
            apply to a liability of the Security Trustee to the extent that it
            is not satisfied because, under this Deed or by operation by law,
            there is a reduction in the extent of the Security Trustee's
            indemnification as a result of the Security Trustee's fraud,
            negligence or wilful default. Nothing in this clause 14.4 or any
            similar provision in any other Transaction Document limits or
            adversely affects the powers of the Security Trustee, any receiver
            or attorney in respect of the Charge or the Charged Property.

14.5        DEALINGS WITH TRUST

            None of the:

            (a)  (SECURITY TRUSTEE): Security Trustee in any capacity;

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<PAGE>

            (b)  (RELATED BODIES CORPORATE): Related Bodies Corporate of the
                 Security Trustee;

            (c)  (DIRECTORS ETC.): directors or officers of the Security Trustee
                 or its Related Bodies Corporate; or

            (d)  (SHAREHOLDERS): shareholders of the Security Trustee or its
                 Related Bodies Corporate,

            is prohibited from:

            (e)  (SUBSCRIBING FOR): subscribing for, purchasing, holding,
                 dealing in or disposing of Securities;

            (f)  (CONTRACTING WITH): at any time:

                 (i)    contracting with;

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

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

                 any other of them or any Secured Creditor; or

            (g)  (BEING INTERESTED IN): being interested in any contract or
                 transaction referred to in paragraphs (e) or (f).

            None of the persons mentioned is liable to account to the Secured
            Creditors for any profits or benefits (including, without
            limitation, bank charges, commission, exchange brokerage and fees)
            derived in connection with any contract or transaction referred to
            in paragraphs (e) or (f). The preceding provisions of this clause
            14.5 only apply if the relevant person, in connection with the
            action, contract or transaction, acts in good faith to all Secured
            Creditors.

14.6        DISCRETION OF SECURITY TRUSTEE AS TO EXERCISE OF POWERS

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

14.7        DELEGATION OF DUTIES OF SECURITY TRUSTEE

            The Security Trustee must not delegate to any person any of its
            trusts, duties, powers, authorities or discretions under this Deed
            except:

            (a)  (TO MANAGER, SERVICER, SELLERS, TRUSTEE): to the Manager, the
                 Servicer, a Seller or the Trustee in accordance with the
                 provisions of this Deed or any other Transaction Document;

            (b)  (RELATED BODY CORPORATE): subject to clause 14.8, to a Related
                 Body Corporate of the Security Trustee; or

            (c)  (AS OTHERWISE PERMITTED): in accordance with the provisions of
                 this Deed.

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<PAGE>

14.8        RELATED BODY CORPORATE OF THE SECURITY TRUSTEE

            Where the Security Trustee delegates any of its trusts, duties,
            powers, authorities and discretions to any person who is a Related
            Body Corporate of the Security Trustee, the Security Trustee at all
            times remains liable for the acts or omissions of such Related Body
            Corporate and for the payment of fees of that Related Body Corporate
            when acting as delegate.

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15.         DUTIES OF THE SECURITY TRUSTEE

15.1        DUTIES OF THE SECURITY TRUSTEE LIMITED TO DUTIES IN THIS DEED

            The Security Trustee has no duties or responsibilities in its
            capacity as trustee other than those expressly set out in this Deed.

15.2        SECURITY TRUSTEE'S FURTHER DUTIES

            Subject to clause 14.1, the Security Trustee must comply with the
            duties and responsibilities imposed on it by this Deed and must:

            (a)  (ACT CONTINUOUSLY): act continuously as trustee of the Security
                 Trust until the Security Trust is terminated in accordance with
                 this Deed or until it has retired or been removed in accordance
                 with this Deed;

            (b)  (EXERCISE DILIGENCE ETC.): exercise all due diligence and
                 vigilance in carrying out its functions and duties and in
                 protecting the rights and interests of the Secured Creditors;

            (c)  (HAVE REGARD TO THE INTERESTS OF SECURED CREDITORS): in the
                 exercise of all discretions vested in it by this Deed and all
                 other Transaction Documents, except where expressly provided
                 otherwise, have regard to the interest of the Secured Creditors
                 as a class;

            (d)  (RETAIN THE TRUST FUND): subject to this Deed, retain the
                 Security Trust Fund in safe custody and hold it on trust for
                 the Secured Creditors upon the terms of this Deed; and

            (e)  (NOT SELL ETC.): not sell, mortgage, charge or part with the
                 possession of any part or the whole of the Security Trust Fund
                 (or permit any of its officers, agents and employees to do so)
                 except as permitted or contemplated by this Deed.

15.3        TRUSTEE LIABLE FOR NEGLIGENCE ETC.

            Nothing in this Deed will in any case in which the Security Trustee
            has failed to show the degree of care and diligence required of it
            as Security Trustee (having regard to the provisions of this Deed
            conferring on the Security Trustee any duties, powers, trusts,
            authorities or discretions, including any provisions relieving the
            Security Trustee of specified responsibilities) relieve or indemnify
            it from or against any liability for fraud, negligence or wilful
            default.

15.4        NO LIABILITY FOR TRANSACTION DOCUMENTS

            The Security Trustee has no responsibility for the form or content
            of this Deed or any other Transaction Document and will have no
            liability arising in connection with any

                                                                              41
<PAGE>

            inadequacy, invalidity or unenforceability (other than as a result
            of a breach of this Deed by the Security Trustee) of any provision
            of this Deed or any Transaction Document.

15.5        RESOLUTION OF CONFLICTS

            (a)  (RESOLVE CONFLICTS IN FAVOUR OF THE SECURITYHOLDERS): Subject
                 to the provisions of this Deed, if there is at any time in the
                 Security Trustee's opinion, with respect to enforcement or the
                 exercise of any of the Security Trustee's duties, powers or
                 discretions, a conflict between the interests of any Secured
                 Creditor or class of Secured Creditor (on the one hand) and the
                 interests of the Securityholders as a whole (on the other
                 hand), the Security Trustee must give priority to the interests
                 of the Securityholders as a whole.

            (b)  (RESOLVE CONFLICTS IN FAVOUR OF THE SENIOR SECURITYHOLDERS):
                 Subject to the provisions of this Deed (other than clause
                 15.5(a)), the Security Trustee must give priority to the
                 interests only of the Senior Securityholders as a class if, in
                 the Security Trustee's opinion, there is a conflict between the
                 interests of the Senior Securityholders (on the one hand) and
                 the Class B Noteholders or the other persons entitled to the
                 benefit of the Charge (on the other hand) (in relation to which
                 in determining the interests of the Class A-1 Noteholders the
                 Security Trustee may rely on a determination of the US Dollar
                 Note Trustee).

            (c)  (NO LIABILITY): Provided that the Security Trustee acts in good
                 faith, it will not incur any liability to any Secured Creditor
                 for giving effect to paragraph (a) or (b).

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16.         INDEMNITY BY TRUSTEE

16.1        INDEMNITY

            Subject to this Deed and without prejudice to any right of indemnity
            given by law, the Security Trustee, the Manager, the US Dollar Note
            Trustee, the Receiver or attorney or other person appointed under
            this Deed (including, without limitation, any person appointed by
            the Security Trustee, the Manager, the US Dollar Note Trustee or the
            Receiver or any person to whom any duties, powers, trusts,
            authorities or discretions may be delegated by the Security Trustee,
            the Manager, the US Dollar Note Trustee or the Receiver)
            ("APPOINTEE") will be indemnified by the Trustee against all loss,
            liabilities and expenses properly incurred by the Security Trustee,
            the Manager, the US Dollar Note Trustee, the Receiver, attorney or
            appointee (as the case may be) in the execution or purported
            execution of any duties, powers, trusts, authorities or discretions
            vested in such persons pursuant to this Deed, including, without
            limitation, all liabilities and expenses consequent upon any mistake
            or oversight, error of judgment or want of prudence on the part of
            such persons and against all actions, proceedings, costs, claims and
            demands in respect of any matter or thing properly done or omitted
            in any way relating to this Deed, unless any of the foregoing is due
            to actual fraud, negligence or wilful default on the part of the
            Security Trustee, the Manager, the US Dollar Note Trustee, the
            Receiver, attorney or appointee (as the case may be). The Security
            Trustee may in priority to any payment to the Secured Creditors
            retain and pay out of any moneys in its hands upon the trusts of
            this Deed all sums necessary to effect such indemnity including,
            without limitation, the amount of any such liabilities and expenses,
            and also any remuneration outstanding to the Security Trustee under
            clause 19.1.

16.2        EXTENT OF SECURITY TRUSTEE'S INDEMNITY

            The Security Trustee is entitled to be indemnified by the Trustee
            for:

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<PAGE>

            (a)  (REGISTRATION ETC. COSTS): the costs, charges and expenses
                 (including legal costs and expenses at the usual commercial
                 rates of the relevant legal services provider) of the Security
                 Trustee in connection with the negotiation, preparation,
                 execution, stamping, registration and completion of this Deed,
                 any deed amending this Deed and the Charge;

            (b)  (COSTS OF WAIVER ETC.): the costs, charges and expenses
                 (including legal costs and expenses at the usual commercial
                 rates of the relevant legal services provider) of the Security
                 Trustee in connection with any consent, exercise or
                 non-exercise of rights or powers or performance of obligations
                 (including, without limitation, in connection with the
                 contemplated or actual enforcement or preservation of any
                 rights or powers or performance of obligations under this
                 Deed), production of title documents, waiver, variation,
                 release or discharge in connection with the Charge or the
                 Charged Property;

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

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

16.3        COSTS OF EXPERTS

            The liabilities and expenses referred to in clause 16.2 include,
            without limitation, those payable to any independent consultant or
            other person appointed to evaluate any matter of concern (including,
            without limitation, any person consulted by the Security Trustee
            pursuant to clause 14.3(b)), any agent of the Security Trustee, any
            Receiver or any attorney appointed under this Deed, and, in the case
            of the Security Trustee, its administration costs in connection with
            any event referred to in clause 16.2.

16.4        NON-DISCHARGE

            Unless otherwise specifically stated in any discharge of the
            Security Trust, the provisions of this clause 16 will continue in
            full force and effect despite such discharge.

16.5        RETENTION OF LIEN

            Notwithstanding any release of the outgoing Security Trustee under
            this clause, the outgoing Security Trustee will remain entitled to
            the benefit of the indemnities granted by this Deed to the outgoing
            Security Trustee in respect of any liability, cost or other
            obligation incurred by it while acting as Security Trustee, as if it
            were still the Security Trustee under this Deed.

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<PAGE>

17.         MEETINGS OF VOTING SECURED CREDITORS

17.1        MEETINGS REGULATED BY THE ANNEXURE

            The provisions of the Annexure will apply to all meetings of Voting
            Secured Creditors and to the passing of resolutions at those
            meetings.

17.2        LIMITATION ON SECURITY TRUSTEE'S POWERS

            Save as provided for in this Deed, the Security Trustee will not
            assent or give effect to any matter which a meeting of Voting
            Secured Creditors is empowered by Extraordinary Resolution to do,
            unless the Security Trustee has previously been authorised to do so
            by an Extraordinary Resolution of Voting Secured Creditors. Nothing
            in this Deed prevents the Security Trustee taking such action as it
            considers appropriate to enforce any rights of indemnity or
            reimbursement.

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18.         CONTINUING SECURITY AND RELEASES

18.1        LIABILITY PRESERVED

            Notwithstanding any payout figure quoted or other form of account
            stated by the Security Trustee and notwithstanding the rule in
            Groongal Pastoral Company Limited (In Liquidation) v Falkiner (35
            CLR 157), no grant of full or partial satisfaction of or discharge
            from this Deed by the Security Trustee will release the Trustee
            under this Deed until all the Secured Moneys have in fact been
            received by the Security Trustee and are not liable for whatever
            reason to be disgorged notwithstanding that such quotation or
            statement of account may have arisen from the mistake, negligence,
            error of law or error of fact of the Security Trustee its servants
            or agents.

18.2        TRUSTEE'S LIABILITY NOT AFFECTED

            This Deed and the liability of the Trustee under this Deed will not
            be affected or discharged by any of the following:

            (a)  (INDULGENCE): the granting to the Trustee or to any other
                 person of any time or other indulgence or consideration;

            (b)  (DELAY IN RECOVERY): the Security Trustee failing or neglecting
                 to recover by the realisation of any other security or
                 otherwise any of the Secured Moneys;

            (c)  (LACHES): any other laches, acquiescence, delay, act, omission
                 or mistake on the part of the Security Trustee or any other
                 person; or

            (d)  (RELEASE): the release, discharge, abandonment or transfer
                 whether wholly or partially and with or without consideration
                 of any other security judgment or negotiable instrument held
                 from time to time or recovered by the Security Trustee from or
                 against the Trustee or any other person.

18.3        WAIVER BY TRUSTEE

            The Trustee waives in favour of the Security Trustee:

            (a)  (ALL RIGHTS NECESSARY TO GIVE EFFECT TO DEED): all rights
                 whatsoever against the Security Trustee and any other person
                 estate or assets to the extent necessary to give effect to
                 anything in this Deed;

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<PAGE>

            (b)  (PROMPTNESS AND DILIGENCE): promptness and diligence on the
                 part of the Security Trustee and any other requirement that the
                 Security Trustee take any action or exhaust any right against
                 any other person before enforcing this Deed; and

            (c)  (ALL RIGHTS INCONSISTENT WITH DEED): all rights inconsistent
                 with the provisions of this Deed including any rights as to
                 contribution or subrogation which the Trustee might otherwise
                 be entitled to claim or enforce.

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19.         REMUNERATION AND RETIREMENT OF SECURITY TRUSTEE

19.1        REMUNERATION

            Subject to clause 28, the Security Trustee is to be remunerated by
            the Trustee for acting as trustee under this Deed whether before or
            after the occurrence of an Event of Default, at the rate agreed from
            time to time between the Manager, the Security Trustee and the
            Trustee.

19.2        RETIREMENT OF SECURITY TRUSTEE

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

            (a)  (INSOLVENCY): an Insolvency Event occurs in relation to the
                 Security Trustee in its personal capacity or in respect of its
                 personal assets (and not in its capacity as trustee of any
                 trust or in respect of any assets it holds as trustee);

            (b)  (CEASES TO CARRY ON BUSINESS): it ceases to carry on business;

            (c)  (RELATED TRUSTEE RETIRES): a Related Body Corporate of it
                 retires as trustee of the Series Trust under clause 19.1,
                 clause 19.2 or clause 19.4 of the Master Trust Deed or is
                 removed as trustee of the Series Trust under clause 19.3 of the
                 Master Trust Deed and the Manager requires the Security Trustee
                 by notice in writing to retire;

            (d)  (VOTING SECURED CREDITORS REQUIRE RETIREMENT): an Extraordinary
                 Resolution requiring its retirement is passed at a meeting of
                 Voting Secured Creditors;

            (e)  (BREACH OF DUTY): when required to do so by the Manager or the
                 Trustee by notice in writing, it fails or neglects within 14
                 days after receipt of such notice to carry out or satisfy any
                 material duty imposed on it by this Deed in respect of the
                 Security Trust; or

            (f)  (CHANGE IN OWNERSHIP): there is a change in ownership of 50% or
                 more of the issued equity share capital of the Security Trustee
                 from the position as at the date of this Deed or effective
                 control of the Security Trustee alters from the position as at
                 the date of this Deed unless in either case approved by the
                 Manager (whose approval must not be unreasonably withheld).

19.3        REMOVAL BY MANAGER

            If an event referred to in clause 19.2 occurs and the Security
            Trustee does not retire immediately after that event, the Manager is
            entitled to, and must forthwith, remove the Security Trustee from
            office immediately by notice in writing to the Security Trustee. On
            the retirement or removal of the Security Trustee under the
            provisions of clause 19.2 or this clause 19.3:

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<PAGE>

            (a)  (NOTIFY RATING AGENCIES): the Manager must promptly notify the
                 Rating Agencies and the US Dollar Note Trustee of such
                 retirement or removal; and

            (b)  (APPOINT SUBSTITUTE SECURITY TRUSTEE): subject to any approval
                 required by law, the Trustee is entitled to and must use its
                 best endeavours to appoint in writing some other Authorised
                 Trustee Corporation which is approved by the Rating Agencies to
                 be the Substitute Security Trustee. If the Trustee does not
                 appoint a Substitute Security Trustee, the Manager may appoint
                 a Substitute Security Trustee who is approved by the Rating
                 Agencies.

19.4        SECURITY TRUSTEE MAY RETIRE

            The Security Trustee may retire as trustee under this Deed upon
            giving 3 months notice in writing to the Trustee, the Manager, the
            US Dollar Note Trustee and the Rating Agencies or such lesser time
            as the Manager, the Trustee, the Security Trustee and the US Dollar
            Note Trustee agree. Upon such retirement, the Security Trustee,
            subject to any approval required by law, may appoint in writing any
            other Authorised Trustee Corporation who is approved by the Rating
            Agencies and the Manager, which approval must not be unreasonably
            withheld by the Manager, as Security Trustee in its stead. If the
            Security Trustee does not propose a replacement by the date which is
            1 month prior to the date of its proposed retirement, the Manager is
            entitled to appoint a Substitute Security Trustee, which must be an
            Authorised Trustee Company who is approved by the Rating Agencies,
            as of the date of the proposed retirement.

19.5        RETIREMENT OF TRUSTEE UNDER MASTER TRUST DEED

            The retiring Security Trustee must use its best endeavours to
            appoint in writing some other Authorised Trustee Corporation who is
            approved by the Manager and the Rating Agencies as Security Trustee
            in its place. If the retiring Security Trustee does not appoint a
            Substitute Security Trustee by the date which is 1 month prior to
            the date of its proposed retirement, the Manager may appoint a
            Substitute Security Trustee, which must be an Authorised Trustee
            Company approved by the Rating Agencies. The retirement of the
            retiring Security Trustee will take effect upon the earlier to occur
            of:

            (a)  (EXPIRY OF 3 MONTH PERIOD): the expiry of a 3 month period
                 commencing on the retirement or removal of the trustee of the
                 Series Trust under the Master Trust Deed; and

            (b)  (APPOINTMENT OF A SUBSTITUTE SECURITY TRUSTEE): the appointment
                 of a Substitute Security Trustee.

19.6        APPOINTMENT OF SUBSTITUTE SECURITY TRUSTEE BY VOTING SECURED
            CREDITORS

            If a Substitute Security Trustee has not been appointed under
            clauses 19.3, 19.4 or 19.5 at a time when the position of Security
            Trustee becomes vacant in accordance with those clauses, the Manager
            must act as Security Trustee in accordance with the terms of this
            Deed and must promptly convene a meeting of Voting Secured Creditors
            at which Voting Secured Creditors, holding or representing between
            them Voting Entitlements comprising in aggregate a number of votes
            which is not less than 75% of the aggregate number of votes
            comprised in the total Voting Entitlements at the time, appoint any
            person nominated by any of them to act as Security Trustee. The
            Manager is entitled to receive the fee payable in accordance with
            clause 19.1 for the period during which the Manager acts as Security
            Trustee pursuant to this clause 19.

                                                                              46
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19.7        RELEASE OF SECURITY TRUSTEE

            Upon retirement or removal of the Security Trustee as trustee of the
            Security Trust, the Security Trustee is released from all
            obligations under this Deed arising after the date of the retirement
            or removal except for its obligation to vest the Security Trust Fund
            in the Substitute Security Trustee and to deliver all books and
            records relating to the Security Trust to the Substitute Security
            Trustee (at the cost of the Security Trust Fund). The Manager and
            the Trustee may settle with the Security Trustee the amount of any
            sums payable by the Security Trustee to the Manager or the Trustee
            or by the Manager or the Trustee to the Security Trustee and may
            give to or accept from the Security Trustee a discharge in respect
            of those sums which will be conclusive and binding as between the
            Manager, the Trustee and the Security Trustee but not as between the
            Security Trustee and the Secured Creditors.

19.8        VESTING OF SECURITY TRUST FUND IN SUBSTITUTE SECURITY TRUSTEE

            The Security Trustee, on its retirement or removal, must vest the
            Security Trust Fund or cause it to be vested in the Substitute
            Security Trustee and must deliver and assign to such Substitute
            Security Trustee as appropriate all books, documents, records and
            other property whatsoever relating to the Security Trust Fund.

19.9        SUBSTITUTE SECURITY TRUSTEE TO EXECUTE DEED

            Each Substitute Security Trustee must upon its appointment execute a
            deed in such form as the Manager may require whereby such Substitute
            Security Trustee must undertake to the Secured Creditors jointly and
            severally to be bound by all the covenants on the part of the
            Security Trustee under this Deed from the date of such appointment.

19.10       RATING AGENCIES ADVISED

            The Manager must promptly:

            (a)  (RETIREMENT): approach and liaise with the Rating Agencies in
                 respect of any consents required from it to the replacement of
                 the Security Trustee pursuant to clause 19.5;

            (b)  (CHANGE OF OWNERSHIP): notify the Rating Agencies of it
                 becoming aware of a change in ownership of 50% or more of the
                 issued equity share capital of the Security Trustee from the
                 position as at the date of this Deed or effective control of
                 the Security Trustee altering from the date of this Deed; and

            (c)  (APPROVAL FOR CHANGE IN OWNERSHIP): notify the Rating Agencies
                 and the US Dollar Note Trustee of any approvals given by the
                 Manager pursuant to clause 19.2(f).

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20.         ASSURANCE

20.1        FURTHER ASSURANCE

            The Trustee will and will procure that all persons having or
            claiming any estate or interest in the Charged Property will at any
            time now or in the future upon the request of the Security Trustee
            and at the cost of the Trustee, make, do and execute or cause to be
            made, done and executed all such actions, documents and assurances
            which are necessary or appropriate:

                                                                              47
<PAGE>

            (a)  (TO SECURE THE SECURED MONEYS): to more satisfactorily secure
                 to the Security Trustee the payment of the Secured Moneys;

            (b)  (TO ASSURE THE CHARGED PROPERTY): to assure or more
                 satisfactorily assure the Charged Property to the Security
                 Trustee;

            (c)  (AS DIRECTED): as the Security Trustee may direct; or

            (d)  (APPOINTMENT OF SUBSTITUTE SECURITY TRUSTEE): for a Substitute
                 Security Trustee appointed under clause 19 to obtain the
                 benefit of this Deed,

            and in particular will, whenever requested by the Security Trustee,
            execute in favour of the Security Trustee such legal mortgages,
            transfers, assignments or other assurances of all or any part of the
            Charged Property in such form and containing such powers and
            provisions as the Security Trustee requires.

20.2        POSTPONEMENT OR WAIVER OF SECURITY INTERESTS

            The Trustee will (and the Manager will give all necessary directions
            to enable the Trustee to) if required by the Security Trustee
            immediately cause:

            (a)  (POSTPONE OTHER SECURITY INTERESTS): any Security Interest
                 (other than the Prior Interest) which has arisen or which
                 arises from time to time by operation of law over the Charged
                 Property in favour of any person including the Trustee to be at
                 the Security Trustee's option postponed in all respects after
                 and subject to this Deed or to be otherwise discharged released
                 or terminated; and

            (b)  (DISCHARGE OF SECURED MONEYS): any Borrowing or other
                 obligation secured by any such Security Interest at the
                 Security Trustee's option to be waived, released, paid or
                 performed.

20.3        REGISTRATION OF CHARGE

            The Manager will at its own expense ensure that this Deed is
            promptly registered as a charge on any appropriate register to the
            extent and within such time limits as may be prescribed by law so as
            to ensure the full efficacy of this Deed as a security to the
            Security Trustee in all jurisdictions in which any part of the
            Charged Property may now or at any time during the continuance of
            this Deed be located, in which the Trustee may carry on any business
            or in which the Trustee is or may become resident or registered.

20.4        CAVEATS

            The Trustee is not obliged to do anything under this clause 20 to
            enable the Security Trustee to, and the Security Trustee must not,
            lodge a caveat to record its interest in the Charged Property at the
            land titles office in any State or Territory, unless the Charge has
            taken effect as a fixed charge and the Trustee would, under the
            terms of the Master Trust Deed, be entitled to lodge caveats.

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21.         PAYMENTS

21.1        MONEYS REPAYABLE AS AGREED OR ON DEMAND

            Unless otherwise agreed pursuant to the terms of any Secured Moneys,
            such Secured Moneys are payable by the Trustee to the Security
            Trustee in Australian dollars immediately upon demand by the
            Security Trustee.

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<PAGE>

21.2        NO SET-OFF OR DEDUCTION

            All payments by the Trustee of any moneys forming part of the
            Secured Moneys are to be free of any set-off or counterclaim and
            without deduction or withholding for any present or future Taxes
            unless the Trustee is compelled by law to deduct or withhold the
            same, in which event the Trustee will pay to the Security Trustee
            such additional amounts necessary to enable the Security Trustee to
            receive after all deductions and withholdings for such Taxes a net
            amount equal to the full amount which would otherwise have been
            payable under this Deed had no such deduction or withholding been
            required to be made.

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22.         DISCHARGE OF THE CHARGE

22.1        RELEASE

            Upon proof being given to the reasonable satisfaction of the
            Security Trustee that all Secured Moneys have been paid in full,
            including that all costs, charges, moneys and expenses incurred by
            or payable to or at the direction of the Security Trustee, the
            Receiver or any attorney appointed under this Deed have been paid
            and upon adequate provision having been made to the reasonable
            satisfaction of the Security Trustee of all costs, charges, moneys
            and expenses reasonably likely thereafter to be incurred by or
            payable to or at the direction of the Security Trustee, the Receiver
            or any attorney appointed under this Deed in respect of the Series
            Trust, then the Security Trustee will at the request of the Manager
            or the Trustee, and at the cost of the Trustee, release the Charged
            Property from the Charge and this Deed.

22.2        CONTINGENT LIABILITIES

            The Security Trustee is under no obligation to grant a release of
            the Charge or this Deed unless at the time such release is sought:

            (a)  (NO SECURED MONEYS OWING): none of the Secured Moneys are
                 contingently or prospectively owing except where there is no
                 reasonable likelihood of the contingent or prospective event
                 occurring; and

            (b)  (NO LIABILITIES): the Security Trustee has no contingent or
                 prospective liabilities whether or not there is any reasonable
                 likelihood of such liabilities becoming actual liabilities in
                 respect of any bills, notes, drafts, cheques, guarantees,
                 letters of credit or other instruments or documents issued,
                 drawn, endorsed or accepted by the Security Trustee for the
                 account or at the request of the Trustee for the Series Trust.

22.3        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 Trustee
            will, at the Trustee's expense, promptly do, execute and deliver,
            and cause any relevant person to do, execute and deliver, all such
            acts and instruments as the Security Trustee may require to
            reinstate this Charge. This clause will survive the discharge of the
            Charge unless the Security Trustee agrees otherwise in writing.

                                                                              49
<PAGE>
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23.         US DOLLAR NOTE TRUSTEE

23.1        CAPACITY

            The US Dollar Note Trustee is a party to this Deed in its capacity
            as trustee for the Class A-1 Noteholders from time to time under the
            US Dollar Note Trust Deed.

23.2        EXERCISE OF RIGHTS

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

            (a)  (ONLY BY US DOLLAR NOTE TRUSTEE): the rights, remedies and
                 discretions of the Class A-1 Noteholders under this Deed
                 including all rights to vote or give instructions or consent to
                 the Security Trustee and to enforce any undertakings or
                 warranties under this Deed, may only be exercised by the US
                 Dollar Note Trustee on behalf of the Class A-1 Noteholders in
                 accordance with the US Dollar Note Trust Deed; and

            (b)  (LIMITED RIGHT OF ENFORCEMENT BY CLASS A-1 NOTEHOLDERS): the
                 Class A-1 Noteholders may only exercise enforcement rights in
                 respect of the Charged Property through the US Dollar Note
                 Trustee and only in accordance with this Deed.

23.3        INSTRUCTIONS OR DIRECTIONS

            The Security Trustee may rely on any instructions or directions
            given to it by the US Dollar Note Trustee as being given on behalf
            of all the Class A-1 Noteholders from time to time and need not
            inquire whether any such instructions or directions are in
            accordance with the US Dollar Note Trust Deed, whether the US Dollar
            Note Trustee or the Class A-1 Noteholders from time to time have
            complied with any requirements under the US Dollar Note Trust Deed
            or as to the reasonableness or otherwise of the US Dollar Note
            Trustee.

23.4        PAYMENTS

            Any payment to be made to a Class A-1 Noteholder under this Deed may
            be made to the US Dollar Note Trustee or a Paying Agent on behalf of
            that Class A-1 Noteholder.

23.5        NOTICES

            Any notice to be given to a Class A-1 Noteholder under this Deed may
            be given to the US Dollar Note Trustee on behalf of that Class A-1
            Noteholder. Any costs to the US Dollar Note Trustee of publishing
            such notice to the Class A-1 Noteholders will, subject to clause 28,
            be reimbursed by the Trustee to the US Dollar Note Trustee.

23.6        LIMITATION OF US DOLLAR NOTE TRUSTEE'S LIABILITY

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

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<PAGE>

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24.         AMENDMENT

24.1        AMENDMENT BY SECURITY TRUSTEE

            Subject to this clause 24 and to any approval or consent required by
            law (including, without limitation, the United States Trust
            Indenture Act of 1939) and under clause 24.2, the Security Trustee,
            the Manager, the US Dollar Note Trustee and the Trustee may together
            agree by way of supplemental deed to alter, add to or revoke any
            provision of this Deed (including this clause 24) so long as such
            alteration, addition or revocation:

            (a)  (NECESSARY OR EXPEDIENT): in the opinion of the Security
                 Trustee or of a barrister or solicitor instructed by the
                 Security Trustee is necessary or expedient to comply with the
                 provisions of any Statute or regulation or with the
                 requirements of any Governmental Agency;

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

            (c)  (AMENDMENT TO LAW): in the opinion of the Security Trustee is
                 appropriate or expedient as a consequence of an amendment to
                 any Statute or regulation or altered requirements of any
                 Governmental Agency or any decision of any court (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 Statute or
                 regulation or an amendment to any Statute or regulation or
                 ruling by the Commissioner or Deputy Commissioner of Taxation
                 or any governmental announcement or statement or any decision
                 of any court, 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 Security Trust); or

            (d)  (OTHERWISE DESIRABLE): in the opinion of the Security Trustee
                 and the Trustee is otherwise desirable for any reason,

            provided that the Security Trustee, the Manager, the US Dollar Note
            Trustee and the Trustee may not alter, add to or revoke any
            provision of this Deed unless the Manager has notified the Rating
            Agencies and the US Dollar Note Trustee 5 Business Days in advance.

24.2        CONSENT REQUIRED GENERALLY

            If any alteration, addition or revocation referred to in clause
            24.1(d) would, if it were an Extraordinary Resolution of the Voting
            Secured Creditors require any consent to be effective under clause
            14 of the Annexure, the alteration, addition or revocation may be
            effected only if the relevant consent is obtained in accordance with
            such clause. Nothing in this clause limits the operation of the
            proviso in clause 24.1.

24.3        CONSENT TO PAYMENT MODIFICATION IN RELATION TO CLASS A-1 NOTES

            If any alteration, addition or revocation referred to in clause 24.1
            effects or purports to effect a Payment Modification (as defined in
            the US Dollar Note Trust Deed) it will not be effective as against a
            given Class A-1 Noteholder unless consented to by that Class A-1
            Noteholder.

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<PAGE>

24.4        NO RATING AGENCY DOWNGRADE

            The Security Trustee will be entitled to assume that any proposed
            alteration, addition or revocation referred to in clause 24.1 (other
            than a Payment Modification) will not be materially prejudicial to
            the interests of a Class of Securityholders or all Securityholders
            if each of the Rating Agencies confirms in writing that if the
            alteration, addition or revocation is effected this will not lead to
            a reduction, qualification or withdrawal of the then rating given,
            respectively, to the Class of Securities, or to each Class of the
            Securities, by the Rating Agency. The US Dollar Note Trustee will be
            entitled to assume that any proposed alteration, addition or
            revocation will not be materially prejudicial to the interests of
            Class A-1 Noteholders if each of the Rating Agencies confirms in
            writing that if the alteration, addition or revocation is effected
            this will not lead to a reduction, qualification or withdrawal of
            the then rating given, respectively, to the Class A-1 Notes by the
            Rating Agency.

24.5        DISTRIBUTION OF AMENDMENTS

            The Manager must distribute to all Secured Creditors a copy of any
            amendment made pursuant to clause 24.1 as soon as reasonably
            practicable after the amendment has been made.

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25.         EXPENSES AND STAMP DUTIES

25.1        EXPENSES

            Subject to clause 28, the Trustee will on demand reimburse the
            Security Trustee and the US Dollar Note Trustee for and keep the
            Security Trustee and the US Dollar Note Trustee indemnified against
            all expenses including legal costs and disbursements (at the usual
            commercial rates of the relevant legal services provider) incurred
            by the Security Trustee or the US Dollar Note Trustee (as the case
            may be) in connection with:

            (a)  (PREPARATION): the preparation and execution of this Deed and
                 any subsequent consent, agreement, approval or waiver under
                 this Deed or amendment to this Deed;

            (b)  (ENFORCEMENT): the exercise, enforcement, preservation or
                 attempted exercise enforcement or preservation of any rights
                 under this Deed including without limitation any expenses
                 incurred in the evaluation of any matter of material concern to
                 the Security Trustee or the US Dollar Note Trustee; and

            (c)  (INQUIRIES OF GOVERNMENTAL AGENCY): any inquiry by a
                 Governmental Agency concerning the Trustee or the Charged
                 Property or a transaction or activity the subject of the
                 Transaction Documents.

25.2        STAMP DUTIES

            (a)  (TRUSTEE MUST PAY): The Trustee will pay all stamp, loan,
                 transaction, registration and similar Taxes including fines and
                 penalties, financial institutions duty and federal debits tax
                 which may be payable to or required to be paid by any
                 appropriate authority or determined to be payable in connection
                 with the execution, delivery, performance or enforcement of
                 this Deed or any payment, receipt or other transaction
                 contemplated in this Deed.

            (b)  (TRUSTEE MUST INDEMNIFY): The Trustee will indemnify and keep
                 indemnified each of the Security Trustee and the US Dollar Note
                 Trustee against any loss or

                                                                              52
<PAGE>

                 liability incurred or suffered by it as a result of the delay
                 or failure by the Trustee to pay such Taxes.

25.3        GOODS AND SERVICES TAX

            Notwithstanding any other provision of this Deed or the Master Trust
            Deed, if the Security Trustee becomes liable to remit to a
            Governmental Agency an amount of GST in connection with its supplies
            under this Deed, the Security Trustee is not entitled to any
            reimbursement of that GST from the Trustee out of the Assets of the
            Series Trust or the Security Trust Fund. Nothing in this clause 25.3
            prevents the time in attendance costs of the Security Trustee
            charged pursuant to clause 19.5 of the Series Supplement from
            including a component that represents or is referable to GST.

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26.         GOVERNING LAW AND JURISDICTION

26.1        GOVERNING LAW

            This Deed is governed by and construed in accordance with the laws
            of the State of New South Wales.

26.2        JURISDICTION

            (a)  (SUBMISSION TO JURISDICTION): The Trustee, the Security
                 Trustee, the Manager and each of the Secured Creditors each
                 irrevocably submits to and accepts generally and
                 unconditionally the non-exclusive jurisdiction of the Courts
                 and appellate Courts of the State of New South Wales with
                 respect to any legal action or proceedings which may be brought
                 at any time relating in any way to this Deed.

            (b)  (WAIVER OF INCONVENIENT FORUM): The Trustee, the Security
                 Trustee, the Manager and each of the Secured Creditors each
                 irrevocably waives any objection it may now or in the future
                 have to the venue of any such action or proceedings brought in
                 such courts and any claim it may now or in the future have that
                 any such action or proceedings have been brought in an
                 inconvenient forum.

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27.         NOTICES

27.1        METHOD OF DELIVERY

            Subject to this clause, any notice, request, certificate, approval,
            demand, consent or other communication to be given under this Deed
            must:

            (a)  (AUTHORISED OFFICER): be signed by an Authorised Officer of the
                 party giving the same;

            (b)  (IN WRITING): be in writing; and

            (c)  (DELIVERY): be in the case of a party to this Deed or any
                 Secured Creditor, other than a Securityholder:

                 (i)    left at the address of the addressee;

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

                 (iii)  sent by facsimile to the facsimile number of the
                        addressee,

                                                                              53
<PAGE>

            notified by that addressee from time to time to the other parties to
            this Deed as its address for service pursuant to this Deed.

            Any notice, request, certificate, approval, demand, consent or other
            communication to be given under this Deed to a Class A-1 Noteholder
            will be effectively given if it is given to the US Dollar Note
            Trustee in accordance with this clause and to a Class A-2
            Noteholder, a Class B Noteholder or a Redraw Bondholder will be
            effectively given if sent to the address thereof then appearing in
            the Register.

27.2        DEEMED RECEIPT

            A notice, request, certificate, demand, consent or other
            communication under this Deed is deemed to have been received:

            (a)  (DELIVERY): where delivered in person, upon receipt;

            (b)  (POST): where sent by post, on the 3rd (7th if outside
                 Australia) day after posting; and

            (c)  (FAX): where sent by facsimile, on production by the
                 dispatching facsimile machine of a transmission report which
                 indicates that the facsimile was sent in its entirety to the
                 facsimile number of the recipient.

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

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28.         TRUSTEE'S LIMITED LIABILITY

28.1        LIMITATION ON TRUSTEE'S LIABILITY

            The Trustee enters into this Deed only in its capacity as trustee of
            the Series Trust and in no other capacity. A liability incurred by
            the Trustee acting in its capacity as trustee of the Series Trust
            arising under or in connection with this Deed is limited to and can
            be enforced against the Trustee only to the extent to which it can
            be satisfied out of Assets of the Series Trust out of which the
            Trustee is actually indemnified for the liability. This limitation
            of the Trustee's liability applies despite any other provision of
            this Deed (other than clause 28.3) and extends to all liabilities
            and obligations of the Trustee in any way connected with any
            representation, warranty, conduct, omission, agreement or
            transaction related to this Deed.

28.2        CLAIMS AGAINST TRUSTEE

            The parties other than the Trustee may not sue the Trustee in
            respect of liabilities incurred by the Trustee acting in its
            capacity as trustee of the Series Trust in any capacity other than
            as trustee of the Series Trust, including seeking the appointment of
            a receiver (except in relation to Assets of the Series Trust), a
            liquidator, an administrator, or any similar person to the Trustee
            or prove in any liquidation, administration or similar arrangements
            of or affecting the Trustee (except in relation to the Assets of the
            Series Trust).

28.3        BREACH OF TRUSTEE

            The provisions of this clause 28 will not apply to any obligation or
            liability of the Trustee to the extent that it is not satisfied
            because under the Master Trust Deed, the Series Supplement or any
            other Transaction Document or by operation of law there is a

                                                                              54
<PAGE>

            reduction in the extent of the Trustee's indemnification out of the
            Assets of the Series Trust, as a result of the Trustee's fraud,
            negligence or wilful default.

28.4        ACTS OR OMISSIONS

            It is acknowledged that the Relevant Parties are responsible under
            the Transaction Documents for performing a variety of obligations
            relating to the Series Trust. No act or omission of the Trustee
            (including any related failure to satisfy its obligations or any
            breach of representation or warranty under this Deed) will be
            considered fraudulent, negligent or a wilful default for the purpose
            of clause 28.3 to the extent to which the act or omission was caused
            or contributed to by any failure by any Relevant Party or any other
            person appointed by the Trustee under any Transaction Document
            (other than a person whose acts or omissions the Trustee is liable
            for in accordance with any Transaction Document) to fulfil its
            obligations relating to the Series Trust or by any other act or
            omission of a Relevant Party or any other such person.

28.5        NO AUTHORITY

            No attorney, agent, receiver or receiver and manager appointed in
            accordance with this Deed has authority to act on behalf of the
            Trustee in a way which exposes the Trustee to any personal liability
            and no act or omission of any such person will be considered fraud,
            negligence or wilful default of the Trustee for the purposes of
            clause 28.3.

28.6        NO OBLIGATION

            The Trustee is not obliged to enter into any commitment or
            obligation under this Deed or any Transaction Document (including
            incur any further liability) unless the Trustee's liability is
            limited in a manner which is consistent with this clause 28 or
            otherwise in a manner satisfactory to the Trustee in its absolute
            discretion.

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29.         MISCELLANEOUS

29.1        ASSIGNMENT BY TRUSTEE

            The Trustee will not assign or otherwise transfer the benefit of
            this Deed or any of its rights, duties or obligations under this
            Deed except to a Substitute Trustee which is appointed as a
            successor trustee of the Series Trust under and in accordance with
            the Master Trust Deed.

29.2        ASSIGNMENT BY MANAGER

            The Manager will not assign or otherwise transfer the benefit of
            this Deed or any of its rights, duties or obligations under this
            Deed except to a Substitute Manager which is appointed as a
            successor manager of the Series Trust under and in accordance with
            the Master Trust Deed.

29.3        ASSIGNMENT BY SECURITY TRUSTEE

            The Security Trustee will not assign or otherwise transfer all or
            any part of the benefit of this Deed or any of its rights, duties
            and obligations under this Deed except to a Substitute Security
            Trustee which is appointed as a successor security trustee under and
            in accordance with this Deed.

                                                                              55
<PAGE>

29.4        ASSIGNMENT BY US DOLLAR NOTE TRUSTEE

            The US Dollar Note Trustee will not assign or otherwise transfer all
            or any part of the benefit of this Deed or any of its rights, duties
            and obligations under this Deed except to a successor trustee
            appointed under and in accordance with the US Dollar Note Trust
            Deed.

29.5        CERTIFICATE OF SECURITY TRUSTEE

            A certificate in writing signed by an Authorised Officer of the
            Security Trustee certifying the amount payable by the Trustee to the
            Security Trustee or to the Secured Creditors or certifying that a
            person identified therein is a Secured Creditor or certifying any
            other act, matter, thing or opinion relating to this Deed is
            conclusive and binding on all Interested Persons in the absence of
            manifest error on the face of the certificate or evidence to the
            contrary.

29.6        CONTINUING OBLIGATION

            This Deed is a continuing obligation notwithstanding any settlement
            of account intervening payment express or implied revocation or any
            other matter or thing whatsoever until a final discharge of this
            Deed has been given to the Trustee.

29.7        SETTLEMENT CONDITIONAL

            Any settlement or discharge between the Trustee and the Security
            Trustee is conditional upon any security or payment given or made to
            the Security Trustee by the Trustee or any other person in relation
            to the Secured Moneys not being avoided repaid or reduced by virtue
            of any provision or enactment relating to bankruptcy insolvency or
            liquidation for the time being in force and, in the event of any
            such security or payment being so avoided repaid or reduced the
            Security Trustee is entitled to recover the value or amount of such
            security or payment avoided, repaid or reduced from the Trustee
            subsequently as if such settlement or discharge had not occurred.

29.8        NO MERGER

            Neither this Deed nor any of the Security Trustee's or the
            Receiver's powers will merge or prejudicially affect nor be merged
            in or prejudicially affected by and the Trustee's obligations under
            this Deed will not in any way be abrogated or released by any other
            security any judgment or order any contract any cause of action or
            remedy or any other matter or thing existing now or in the future in
            respect of the Secured Moneys.

29.9        INTEREST ON JUDGMENT

            If a liability under this Deed (other than a liability for
            negligence, fraud or wilful default of the Trustee under the
            Transaction Documents) becomes merged in a judgment or order then
            the Trustee as an independent obligation will pay interest to the
            Security Trustee on the amount of that liability at a rate being the
            higher of the rate payable pursuant to the judgment or order and the
            highest rate payable on the Secured Moneys from the date it becomes
            payable until it is paid.

29.10       NO POSTPONEMENT

            The Security Trustee's rights under this Deed will not be
            discharged, postponed or in any way prejudiced by any subsequent
            Security Interest nor by the operation of the rules known as the
            rule in Hopkinson v Rolt or the rule in Claytons Case.

                                                                              56
<PAGE>

29.11       SEVERABILITY OF PROVISIONS

            Any provision of this Deed which is illegal, void or unenforceable
            in any jurisdiction is ineffective in that jurisdiction to the
            extent only of such illegality, voidness or unenforceability without
            invalidating the remaining provisions of this Deed or the
            enforceability of that provision in any other jurisdiction.

29.12       REMEDIES CUMULATIVE

            The rights and remedies conferred by this Deed upon the Security
            Trustee and the Receiver are cumulative and in addition to all other
            rights or remedies available to the Security Trustee or the Receiver
            by Statute or by general law.

29.13       WAIVER

            A failure to exercise or enforce or a delay in exercising or
            enforcing or the partial exercise or enforcement of any right,
            remedy, power or privilege under this Deed by the Security Trustee
            will not in any way preclude or operate as a waiver of any further
            exercise or enforcement of such right, remedy, power or privilege or
            the exercise or enforcement of any other right, remedy, power or
            privilege under this Deed or provided by law.

29.14       CONSENTS AND APPROVALS

            Where any act matter or thing under this Deed depends on the consent
            or approval of the Security Trustee then unless expressly provided
            otherwise in this Deed such consent or approval may be given or
            withheld in the absolute and unfettered discretion of the Security
            Trustee and may be given subject to such conditions as the Security
            Trustee thinks fit in its absolute and unfettered discretion.

29.15       WRITTEN WAIVER, CONSENT AND APPROVAL

            Any waiver, consent or approval given by the Security Trustee under
            this Deed will only be effective and will only be binding on the
            Security Trustee if it is given in writing or given verbally and
            subsequently confirmed in writing and executed by the Security
            Trustee or on its behalf by an Authorised Officer for the time being
            of the Security Trustee.

29.16       TIME OF ESSENCE

            Time is of the essence in respect of the Trustee's obligations under
            this Deed.

29.17       MORATORIUM LEGISLATION

            To the fullest extent permitted by law, the provisions of all
            Statutes operating directly or indirectly:

            (a)  (LESSEN OBLIGATIONS): to lessen or otherwise to vary or affect
                 in favour of the Trustee any obligation under this Deed; or

            (b)  (DELAY EXERCISE OF POWERS): to delay or otherwise prevent or
                 prejudicially affect the exercise of any powers conferred on
                 the Security Trustee or the Receiver under this Deed,

            are expressly waived negatived and excluded.

                                                                              57
<PAGE>

29.18       DEBIT ACCOUNTS

            The Trustee authorises the Security Trustee at any time after the
            Charge becomes enforceable pursuant to the provisions of this Deed,
            to apply without prior notice any credit balance whether or not then
            due to which the Trustee is at any time entitled on any account at
            any office of the Security Trustee in or towards satisfaction of any
            sum then due and unpaid from the Trustee to the Security Trustee
            under this Deed or on any other account whatsoever and the Trustee
            further authorises the Security Trustee without prior notice to
            set-off any amount owing whether present or future actual contingent
            or prospective and on any account whatsoever by the Security Trustee
            to the Trustee against any of the Secured Moneys. The Security
            Trustee is not obliged to exercise any of its rights under this
            clause, which are without prejudice and in addition to any right of
            set-off, combination of accounts, lien or other right to which it is
            at any time otherwise entitled whether by operation of law contract
            or otherwise.

29.19       SET-OFF

            No Secured Creditor may set-off or apply any sum or debt in any
            currency (whether or not matured) in any account comprised in the
            Charged Property towards satisfaction of any amount that would
            otherwise form part of the Secured Moneys.

29.20       BINDING ON EACH SIGNATORY

            This Deed binds each of the signatories to this Deed notwithstanding
            that any one or more of the named parties to this Deed does not
            execute this Deed, that there is any invalidity forgery or
            irregularity touching any execution of this Deed or that this Deed
            is or becomes unenforceable void or voidable against any such named
            party.

29.21       COUNTERPARTS

            This Deed may be executed in a number of counterparts and all such
            counterparts taken together is deemed to constitute one and the same
            instrument.

29.22       PRIVACY

            (a)  (ACKNOWLEDGEMENT): Each party acknowledges that Personal
                 Information may be exchanged between the parties pursuant to
                 the terms of this Deed.

            (b)  (OBTAIN CONSENTS): If Personal Information is exchanged between
                 the parties, the party which provides the Personal Information
                 must ensure that it obtains such consents, if any, as are
                 required by the Privacy Act to be obtained by that party in
                 relation to that provision of Personal Information.

            (c)  (BEST ENDEAVOURS TO COMPLY): Each party undertakes to use its
                 best endeavours to ensure that at all times:

                 (i)    Personal Information provided to it (the "RECEIVING
                        PARTY") by another party (the "PROVIDING PARTY"):

                        A.     unless otherwise required by law, will be used
                               only for the purpose of fulfilling the Receiving
                               Party's obligations under the Transaction
                               Documents; and

                        B.     except as expressly provided pursuant to the
                               Transaction Documents, will not be disclosed to
                               any third party

                                                                              58
<PAGE>

                               unless express consent in writing is obtained
                               from the Providing Party; and

                 (ii)   in addition to the obligation under paragraph (b) above,
                        it will comply with the Privacy Act 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 Privacy
                        Commissioner, to the extent required by law.

            (d)  (NOTIFICATION): If a Receiving Party becomes aware that a
                 breach of paragraphs (b) or (c) above has occurred, or if it
                 becomes aware that the law may require disclosure to be made or
                 a consent to be obtained in relation to Personal Information
                 provided to it by a Providing Party, it must immediately notify
                 that Providing Party in writing.

            (e)  (NOT APPLICABLE TO US DOLLAR NOTE TRUSTEE): Notwithstanding
                 anything else contained in this clause 29.22, paragraphs (a) to
                 (d) above do not apply to the US Dollar Note Trustee. The US
                 Dollar Note Trustee agrees to comply with all privacy
                 legislation applicable to it.

            (f)  (US DOLLAR NOTE TRUSTEE AGREES): The US Dollar Note Trustee
                 agrees:

                 (i)    to use its reasonable endeavours to assist the other
                        parties in ensuring no breach of the Privacy Act occurs
                        in circumstances where no breach of the Privacy Act
                        would have occurred if the US Dollar Note Trustee had
                        complied with paragraphs (a) to (d) above;

                 (ii)   to use Personal Information provided to it only for the
                        purpose of fulfilling its obligations under the
                        Transaction Documents, unless otherwise required by law;
                        and

                 (iii)  not to disclose any Personal Information to any third
                        party except:

                        A.     as expressly provided pursuant to the Transaction
                               Documents; or

                        B.     as it may be required to disclose by any law or
                               order of any Governmental Agency or the rules of
                               any stock exchange,

                        unless express consent in writing is obtained from the
                        Providing Party.



EXECUTED as a deed.

                                                                              59
<PAGE>

<TABLE>
<CAPTION>
<S>                                                               <C>
SIGNED SEALED AND DELIVERED for and on behalf of PT LIMITED,
ABN 67 004 454 666,
by Elizabeth Kench
its Attorney under a Power of Attorney dated and registered        /s/ Elizabeth Kench
Book 4380  No. 430   and who declares that he or she has not       ----------------------------------------------
received any notice of the revocation of such Power of Attorney
in  the presence of:                                               Signature of Attorney






/s/ Richard Lovell
----------------------------------------------------------

Signature of Witness


    Richard Lovell
----------------------------------------------------------

Name of Witness in full






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


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



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

                                                                   /s/ Janie K. Choi
                                                                   ----------------------------------------------

                                                                   Signature of Authorised Signatory

/s/ Martin Reed
---------------------------------------------------------

Signature of Witness


    Martin Reed
---------------------------------------------------------

Name of Witness in full

</TABLE>

                                                                              60
<PAGE>

<TABLE>
<CAPTION>
<S>                                                               <C>
SIGNED SEALED AND DELIVERED for and on behalf of
SECURITISATION ADVISORY SERVICES PTY. LIMITED, ABN 88 064
133 946
by Timothy See
its Attorney under a Power of Attorney dated and registered        /s/ Timothy See
Book 4380  No. 428   and who declares that he or she has not       ----------------------------------------------
received any notice of the revocation of such Power of Attorney
in the presence of:                                                Signature of Attorney




/s/ Gwenneth O'Shea
----------------------------------------------------------

Signature of Witness


    Gwenneth O'Shea
----------------------------------------------------------

Name of Witness in full


SIGNED SEALED AND DELIVERED for and on behalf of PERPETUAL
TRUSTEE COMPANY LIMITED, ABN 42 000 001 007,
by Elizabeth Kench
its Attorney under a Power of Attorney dated and registered        /s/ Elizabeth Kench
Book 4380  No. 429   and who declares that he or she has not       ----------------------------------------------
received any notice of the revocation of such Power of Attorney
in the presence of:                                                Signature of Attorney




/s/ Richard Lovell
----------------------------------------------------------

Signature of Witness


    Richard Lovell
----------------------------------------------------------

Name of Witness in full

</TABLE>




                                                                              61
<PAGE>

THIS IS THE ANNEXURE REFERRED TO IN A SECURITY TRUST DEED BETWEEN P.T. LIMITED,
THE BANK OF NEW YORK, NEW YORK BRANCH, SECURITISATION ADVISORY SERVICES PTY.
LIMITED AND PERPETUAL TRUSTEE COMPANY LIMITED

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

               PROVISIONS FOR MEETINGS OF VOTING SECURED CREDITORS

1.          Definitions and incorporation of terms

            In this Annexure, unless specified otherwise or the context
indicates a contrary intention:

            (a)  words and expressions which are defined in or by virtue of
                 clause 1 of the abovementioned Security Trust Deed (the
                 "SECURITY TRUST DEED") have the same meanings in this Annexure;

            (b)  a "HOLDER" in relation to Secured Moneys will be construed as
                 including a Securityholder in relation to any outstanding
                 Securities; and

            (c)  references to clauses are references to clauses in this
                 Annexure.

2.          CONVENING OF MEETINGS

            (a)  (MEETING AT ANY TIME): The Security Trustee, the Trustee or the
                 Manager at any time may convene a meeting of the Voting Secured
                 Creditors.

            (b)  (MEETING ON REQUEST): Subject to the Security Trustee being
                 indemnified to its reasonable satisfaction against all costs
                 and expenses occasioned thereby, the Security Trustee will
                 convene a meeting of the Voting Secured Creditors if requested
                 to do so by Voting Secured Creditors who hold between them
                 Voting Entitlements comprising an aggregate number of votes
                 which is no less than 10% of the aggregate number of votes
                 comprising the Voting Entitlements of all Voting Secured
                 Creditors at that time.

            (c)  (TIME AND PLACE APPROVED BY SECURITY TRUSTEE):

                 (i)    Every meeting of Voting Secured Creditors will be held
                        at such time and place as the Security Trustee approves
                        (or, failing such approval by the Security Trustee
                        within a reasonable period, as approved by the Manager),
                        provided that, subject to paragraphs (ii) and (iii) and
                        clause 4, any such meeting shall not be held until the
                        US Dollar Note Trustee has had, in its opinion,
                        sufficient time to either seek directions from the Class
                        A-1 Noteholders or to determine that it need not seek
                        those directions, in each case in accordance with clause
                        7 of the US Dollar Note Trust Deed.

                 (ii)   Upon receiving notice of a meeting of the Voting Secured
                        Creditors, the US Dollar Note Trustee (if applicable)
                        will as soon as practicable comply with clause 7 of the
                        US Dollar Note Trust Deed.

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

                        A.     the US Dollar Note Trustee, in its absolute
                               discretion, so decides; or

                        B.     there are then no Class A-1 Notes outstanding.

            (d)  (MEETINGS IN MORE THAN ONE PLACE): A meeting of Voting Secured
                 Creditors may, if the Security Trustee so determines, be held
                 at two or more meeting venues linked

                                                                               1
<PAGE>

                 together by audio-visual communication equipment which, by
                 itself or in conjunction with other arrangements:

                 (i)    gives the Voting Secured Creditors in the separate
                        venues a reasonable opportunity to participate in the
                        proceedings;

                 (ii)   enables the chairman to be aware of proceedings in each
                        such venue; and

                 (iii)  enables the Voting Secured Creditors in each such venue
                        to vote on a show of hands and on a poll.

                 A Voting Secured Creditor at one of the separate meeting venues
                 is taken to be present at the meeting of the Voting Secured
                 Creditors and is entitled to exercise all rights which a Voting
                 Secured Creditor has under the Security Trust Deed and this
                 Annexure in relation to a meeting of Voting Secured Creditors.
                 Where a meeting of Voting Secured Creditors is held at two or
                 more meeting venues pursuant to this clause 2(d), that meeting
                 will be regarded as having been held at the venue determined by
                 the chairman of the meeting.

            (e)  (MEETINGS ONLY IN ACCORDANCE WITH THE SECURITY TRUST DEED): A
                 meeting of Voting Secured Creditors may only be convened in
                 accordance with the Security Trust Deed and this Annexure.

3.          NOTICE OF MEETINGS

            (a)  (NOTICE): Subject to clauses 2(c)(i) and 4, at least 14 days
                 notice (inclusive of the day on which the notice is given and
                 of the day on which the meeting is held) of a meeting of the
                 Voting Secured Creditors must be given to the Voting Secured
                 Creditors.

            (b)  (ACCIDENTAL OMISSION DOES NOT INVALIDATE): The accidental
                 omission to give notice to or the non-receipt of notice by any
                 Voting Secured Creditor does not invalidate the proceedings at
                 any meeting.

            (c)  (COPIES OF NOTICES): A copy of a notice convening a meeting
                 must be given by the Security Trustee to the Manager and the
                 Trustee.

            (d)  (MANNER OF NOTICE): Notice of a meeting must be given in the
                 manner provided in the Security Trust Deed.

            (e)  (DETAILS TO BE INCLUDED IN NOTICE): A notice of a meeting of
                 the Voting Secured Creditors must specify:

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

                 (ii)   the reason for the meeting being convened;

                 (iii)  the agenda of the business to be transacted at the
                        meeting;

                 (iv)   the terms of any proposed resolution;

                 (v)    that appointments of proxies must be lodged no later
                        than 24 hours prior to the time fixed for the meeting;
                        and

                 (vi)   such additional information as the person giving the
                        notice thinks fit.

                                                                               2
<PAGE>

4.          SHORTER NOTICE OF MEETING

            A meeting of the Voting Secured Creditors may be held on shorter
            notice than provided by clause 3 if so agreed by a resolution of
            Voting Secured Creditors at the meeting who:

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

            (b)  (95% VOTING ENTITLEMENTS): hold or represent between them
                 Voting Entitlements comprising in aggregate a number of votes
                 which is not less than 95% of the aggregate number of votes
                 comprised in all Voting Entitlements at the time.

5.          CHAIRMAN

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

6.          QUORUM

            At any such meeting, any 2 or more persons present in person
            holding, or being Representatives holding or representing between
            them, in the aggregate 67% or more of the aggregate number of votes
            comprised in all Voting Entitlements at that time will form a quorum
            for the transaction of business and no business (other than the
            choosing of a chairman) is to be transacted at any meeting unless
            the requisite quorum is present at the commencement of business.

7.          ADJOURNMENT

            (a)  (ADJOURNMENT): If within 15 minutes from the time appointed for
                 any such meeting a quorum is not present, the meeting must, if
                 convened upon the requisition of Voting Secured Creditors, be
                 dissolved. In any other case it must 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 such adjourned meeting,
                 two or more persons present in person holding, or being
                 Representatives holding or representing between them, Voting
                 Entitlements comprising in aggregate a number of votes which is
                 not less than 50% of the aggregate number of votes comprised in
                 all Voting Entitlements at the time must (except for the
                 purpose of passing an Extraordinary Resolution) form a quorum
                 and will have the power to pass any resolution and to decide
                 upon all matters which could properly have been dealt with at
                 the meetings from which the adjournment took place had a quorum
                 been present at such meeting. The quorum at any such adjourned
                 meeting for passing an Extraordinary Resolution will be as
                 specified in clause 6.

            (b)  (PLACE AND TIME OF ADJOURNED MEETING): The chairman may with
                 the consent of (and must if directed by) any meeting adjourn
                 the same from time to time and from place to place but no
                 business may 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 is to be given in
                 the same manner as of an original meeting and such notice must
                 state the quorum required at such adjourned meeting.

                                                                               3
<PAGE>
                 It will not, however, otherwise be necessary to give any notice
                 of an adjourned meeting.

8.          VOTING PROCEDURE

            (a)  (CASTING VOTES): Every question submitted to a meeting must be
                 decided in the first instance by a show of hands and in case of
                 equality of votes the chairman must 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 or she may be entitled as a Voting Secured
                 Creditor or as a Representative.

            (b)  (EVIDENCE OF VOTES): 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 Trustee, the Manager, the US
                 Dollar Note Trustee or the Security Trustee or by one or more
                 persons holding, or being Representatives holding or
                 representing between them, in aggregate a number of votes which
                 is not less than 2% of the aggregate number of votes comprised
                 in all Voting Entitlements at the time, a declaration by the
                 chairman that a resolution has been carried by a particular
                 majority or lost or not carried by any particular majority will
                 be conclusive evidence of the fact without proof of the number
                 or proportion of the votes recorded in favour of or against
                 such resolution.

            (c)  (POLLS): If at any meeting a poll is so demanded, it must be
                 taken in such manner and (subject to the provisions of this
                 Annexure) either at once or after such an adjournment as the
                 chairman directs and the result of such poll will 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
                 must not prevent the continuance of the meeting for the
                 transaction of any business other than the question on which
                 the poll has been demanded. Any poll demanded at any meeting on
                 the election of a chairman or on any question of adjournment
                 must be taken at the meeting without adjournment.

            (d)  (VOTING BY SECURED CREDITORS):

                 (i)    On a show of hands every Voting Secured Creditor who is
                        present in person or by proxy and has the right to vote
                        at the relevant meeting on that resolution has one vote
                        except that the US Dollar Note Trustee has one vote for
                        each then Class A-1 Noteholder.

                 (ii)   On a poll every Voting Secured Creditor who is present
                        in person or by proxy and has the right to vote has the
                        number of votes comprised in their Voting Entitlement.

            (e)  (PERSON MAY CAST VOTES DIFFERENTLY): Any person entitled to
                 more than one vote need not use or cast all of the votes to
                 which he or she is entitled in the same way.

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

            (g)  (VOTING BY PERSON OF UNSOUND MIND): A Voting Secured Creditor
                 of unsound mind or in respect of whom an order has been made by
                 any court having jurisdiction in respect of mental health may
                 vote whether on a show of hands or on a poll by his committee
                 curator bonis or other person in the nature of a committee
                 curator bonis appointed by such court.

                                                                               4
<PAGE>

            (h)  (OBJECTION TO VOTER'S QUALIFICATION): No objection is to be
                 raised as to the qualification of any voter except at the
                 meeting or adjourned meeting at which the vote objected to is
                 given or tendered and every vote not disallowed at such meeting
                 will be valid for all purposes. Any such objection made in due
                 time will be referred to the chairman of the meeting and his
                 decision will be final and conclusive.

9.          RIGHT TO ATTEND AND SPEAK

            The Trustee, the Manager and the Security Trustee (through their
            respective representatives) and their respective financial and legal
            advisers will be entitled to attend and speak at any meeting of
            Voting Secured Creditors. No person will otherwise be entitled to
            attend or vote at any meeting of the Voting Secured Creditors or to
            join with others in requesting the convening of such a meeting
            unless he or she is a Voting Secured Creditor or is a
            Representative.

10.         APPOINTMENT OF PROXIES

            (a)  (PROXY): Each appointment of a proxy must be in writing and,
                 together (if required by the Security Trustee) with proof
                 satisfactory to the Security Trustee of its due execution, must
                 be deposited at the registered office of the Security Trustee
                 or at such other place designated 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 will not be
                 treated as valid unless the chairman of the meeting decides
                 otherwise before such meeting or adjourned meeting proceeds to
                 business. A notarially certified copy of proof (if applicable)
                 of due execution must if required by the Security Trustee be
                 produced by the proxy at the meeting or adjourned meeting. The
                 Security Trustee will be under no obligation to investigate or
                 be concerned with the validity of, or the authority of, the
                 proxy named in any such appointment. The proxy named in any
                 appointment of proxy need not be a Voting Secured Creditor.

            (b)  (PROXY VALID): Any vote given in accordance with the terms of
                 an appointment of proxy conforming with clause 10(a) will be
                 valid notwithstanding the previous revocation or amendment of
                 the appointment of proxy or of any of the Voting Secured
                 Creditor'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 not less than 24 hours before the commencement of the
                 meeting or adjourned meeting at which the appointment of proxy
                 is used.

11.         CORPORATE REPRESENTATIVES

            A person authorised under sections 250D of the Corporations Act by a
            Voting Secured Creditor being a body corporate to act for it at any
            meeting will, in accordance with his or her authority until his or
            her 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 Secured Creditor and will be entitled to produce
            evidence of his or her 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 or she proposes to vote.

12.         RIGHTS OF REPRESENTATIVES

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

                                                                               5
<PAGE>

13.         POWERS OF A MEETING OF VOTING SECURED CREDITORS

            (a)  (POWERS): subject to clauses 13(b) and 14 and, to the extent
                 applicable, the mandatory provisions of the United States Trust
                 Indenture Act of 1939, a meeting of Voting Secured Creditors
                 has, without prejudice to any rights or powers conferred on
                 other persons by the Security Trust Deed, 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;

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

                 (iii)  to sanction any proposal by the Manager, the Trustee or
                        the Security Trustee for any modification, abrogation,
                        variation or compromise of, or arrangement in respect
                        of, the rights of the Secured Creditors against the
                        Trustee or the Manager whether such rights arise under
                        the Security Trust Deed, the other Transaction Documents
                        or otherwise;

                 (iv)   to postpone the day when the Secured Moneys become
                        payable and to suspend or postpone for a time the
                        payment of the Secured Moneys;

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

                 (vi)   to assent to any modification of the provisions
                        contained in the Security Trust Deed or the Securities
                        which will be proposed by the Trustee, the Manager or
                        the Security Trustee;

                 (vii)  to give any authority, direction, guidance or sanction
                        sought by the Security Trustee from the Voting Secured
                        Creditors;

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

                 (ix)   to approve a person proposed to be appointed as a
                        Substitute Security Trustee under the Security Trust
                        Deed and power to remove any Security Trustee for the
                        time being thereof;

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

                 (xi)   to do any other thing which under the Security Trust
                        Deed is required to be given by an Extraordinary
                        Resolution of the Voting Secured Creditors; and

                 (xii)  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.

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            (b)  (LIMITATIONS): A meeting of Voting Secured Creditors does not
                 have power to, nor will any resolution submitted to the meeting
                 propose or have the effect of:

                 (i)    removing the Security Trustee or the Manager from
                        office, other than in accordance with the terms of the
                        Security Trust Deed or the Series Supplement;

                 (ii)   interfering with the management of the Series Trust;

                 (iii)  winding up or terminating the Series Trust; or

                 (iv)   disposing of, or otherwise dealing with, the Assets of
                        the Series Trust.

            (c)  (CLASS B NOTEHOLDERS): No Extraordinary Resolution of a
                 separate meeting of the Class B Noteholders (other than one
                 referred to in clause 14(a)) shall be effective for any purpose
                 unless:

                 (i)    there are then no Senior Securities outstanding;

                 (ii)   it has been sanctioned by an Extraordinary Resolution of
                        the Voting Secured Creditors representing or being the
                        Senior Securityholders; or

                 (iii)  the Security Trustee is of the opinion that its becoming
                        effective will not be materially prejudicial to the
                        interests of the Senior Securityholders or any class of
                        Senior Securityholders.

            (d)  (ASSUMPTIONS): The Security Trustee is entitled to assume that
                 a Class B Basic Term Modification referred to in clause 14(a)
                 of this Annexure will not be materially prejudicial to the
                 interests of the Class B Noteholders and that an Extraordinary
                 Resolution of the Class B Noteholders in clause 13(c) will not
                 be materially prejudicial to the interests of the Senior
                 Securityholders, if each of the Rating Agencies confirm in
                 writing that the Class B Basic Term Modification or the
                 Extraordinary Resolution (respectively) upon coming into effect
                 will not lead to a reduction, qualification or withdrawal of
                 the then rating by that Rating Agency of the Class B Notes or
                 any of the Senior Securities.

14.         EXTRAORDINARY RESOLUTION BINDING ON SECURED CREDITORS

            Subject to clause 13(b), an Extraordinary Resolution of the Voting
            Secured Creditors is binding upon all Secured Creditors and each of
            the Secured Creditors, the Trustee, the Manager and the Security
            Trustee is bound to give effect to the Extraordinary Resolution,
            provided that:

            (a)  (CLASS B BASIC TERM MODIFICATION): an Extraordinary Resolution
                 of the Voting Secured Creditors to sanction a Class B Basic
                 Term Modification will not be effective for any purpose unless
                 its becoming effective has been sanctioned by an Extraordinary
                 Resolution of the Class B Noteholders or the Security Trustee
                 is of the opinion that its becoming effective will not be
                 materially prejudicial to the interests of the Class B
                 Noteholders;

            (b)  (EXTRAORDINARY RESOLUTION AFFECTING CLASS A-1 NOTEHOLDERS):
                 subject to clause 14(c) in the case of an Extraordinary
                 Resolution purporting to effect a Payment Modification (as
                 defined in the US Dollar Note Trust Deed), an Extraordinary
                 Resolution which by its terms, in the opinion of the US Dollar
                 Note Trustee in accordance with, and subject to, the US Dollar
                 Note Trust Deed, affects the Class A-1 Noteholders only, or in
                 a manner different to the rights of Secured Creditors
                 generally, or alters the terms of the Class A-1 Notes, or is
                 materially prejudicial to

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<PAGE>

                 the interests of the Class A-1 Noteholders, will not be
                 effective unless a Special Majority (as defined in the US
                 Dollar Note Trust Deed) of the Class A-1 Noteholders has
                 consented, in accordance with the US Dollar Note Trust Deed, to
                 such Extraordinary Resolution of the Voting Secured Creditors
                 or, if the Class A-1 Noteholders have become entitled to attend
                 a meeting of Voting Secured Creditors, the Class A-1
                 Noteholders at a separate meeting pass an Extraordinary
                 Resolution consenting to such Extraordinary Resolution of the
                 Voting Secured Creditors;

            (c)  (PAYMENT MODIFICATION IN RELATION TO CLASS A-1 NOTES): an
                 Extraordinary Resolution which by its terms effects or purports
                 to effect a Payment Modification (as that expression is defined
                 in the US Dollar Note Trust Deed) will not be effective as
                 against a given Class A-1 Noteholder unless consented to by
                 that Class A-1 Noteholder;

            (d)  (EXTRAORDINARY RESOLUTION AFFECTING CLASS A-2 NOTEHOLDERS): an
                 Extraordinary Resolution, which by its terms, in the opinion of
                 the Security Trustee, affects the Class A-2 Noteholders only,
                 or in a manner different to the rights of the Secured Creditors
                 generally, or alters the terms of the Class A-2 Notes, or is
                 materially prejudicial to the interests of the Class A-2
                 Noteholders, will not be effective unless the Class A-2
                 Noteholders at a separate meeting pass an Extraordinary
                 Resolution consenting to such Extraordinary Resolution of the
                 Voting Secured Creditors;

            (e)  (EXTRAORDINARY RESOLUTION AFFECTING REDRAW BONDHOLDERS): such
                 an Extraordinary Resolution, which by its terms, in the opinion
                 of the Security Trustee, affects the Redraw Bondholders only,
                 or in a manner different to the rights of the Secured Creditors
                 generally, or alters the terms of the Redraw Bonds, or is
                 materially prejudicial to the interests of the Redraw
                 Bondholders will not be effective unless the Redraw Bondholders
                 at a separate meeting pass an Extraordinary Resolution
                 consenting to such Extraordinary Resolution of the Voting
                 Secured Creditors; and

            (f)  (EXTRAORDINARY RESOLUTION AFFECTING OTHER SECURED CREDITORS):
                 such an Extraordinary Resolution which by its terms, in the
                 opinion of the Security Trustee, affects the Standby Redraw
                 Facility Provider, the Liquidity Facility Provider, a Hedge
                 Provider and/or the Sellers (each in its capacity as a Secured
                 Creditor) (a "RELEVANT SECURED CREDITOR") only, or in a manner
                 different to the rights of Secured Creditors generally, or is
                 materially prejudicial to the interests of a Relevant Secured
                 Creditor will not be effective unless the Relevant Secured
                 Creditor consents in writing to the Extraordinary Resolution.

15.         MINUTES AND RECORDS

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

16.         WRITTEN RESOLUTIONS

            Notwithstanding the preceding provisions of this Annexure, a
            resolution of all the Voting Secured Creditors or a class of Voting
            Secured Creditors (including an Extraordinary Resolution of the
            Voting Secured Creditors or a class of Voting Secured Creditors) may
            be

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

            (b)  any such instrument shall be effective upon presentation to the
                 Security Trustee for entry in the records referred to in clause
                 15.

17.         INVALID RESOLUTIONS

            Any resolution of the Voting Secured Creditors which purports to
            direct the Security Trustee or a Receiver to take any action which
            would hinder the performance of any party under the Master Trust
            Deed or a Transaction Document (except to the extent that
            enforcement action is taken against the Trustee or in respect of the
            Charged Property) is invalid.

18.         FURTHER PROCEDURES FOR MEETINGS

            Subject to all other provisions of the Security Trust Deed, the
            Security Trustee may without the consent of the Voting Secured
            Creditors prescribe such further regulations regarding the holding
            of meetings of the Voting Secured Creditors and attendance and
            voting at such meetings as the Security Trustee may in its sole
            discretion determine including particularly (but without prejudice
            to the generality of the foregoing) such regulations and
            requirements as the Security Trustee thinks reasonable:

            (a)  (REGARDING ENTITLEMENT TO VOTE): so as to satisfy itself that
                 persons who purport to attend or vote at any meeting of Voting
                 Secured Creditors are entitled to do so in accordance with this
                 Annexure and the other provisions of the Security Trust Deed;
                 and

            (b)  (REGARDING REPRESENTATIVES): as to the form of appointment of a
                 Representative.

19.         CLASS OF SECURED CREDITORS

            The provisions of this Annexure apply, mutatis mutandis, to a
            meeting of any class of Voting Secured Creditors under this Annexure
            or the Security Trust Deed. If the Class A-1 Noteholders become
            entitled to attend a meeting of Voting Secured Creditors or to have
            their own separate meeting, the evidence of the entitlement of such
            Class A-1 Noteholders to attend such meeting and to vote thereat,
            and any other relevant matters, will be determined in accordance
            with the US Dollar Note Trust Deed and the Agency Agreement, with
            such amendments as determined by the Security Trustee.

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